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Directors Report of UFO Moviez India Ltd.

Mar 31, 2016

To the Members,

The directors have pleasure in presenting the twelfth report on the business and operations of your Company for the year ended March 31, 2016.

RESULT OF OPERATIONS

The financial performance of your Company on a standalone and consolidated basis for the year ended March 31, 2016 is summarized below:

(In Rs. Mn)

Particulars

Standalone

Consolidated

FY16

FY15

Growth

FY16

FY15

Growth

Revenue from Operations

3,490

3,000

16.3%

5,655

4,772

18.5%

Other Operating Income

6

5

11.0%

46

13

238.5%

Other Income

12

3

276.1%

20

8

143.7%

Total Income

3,508

3,008

16.6%

5,721

4,793

19.4%

Total Expenses

2,235

1,906

173%

3,873

3,185

21.6%

Earnings before Interest, Tax, Depreciation and

1,273

1,102

15.5%

1,848

1,608

14.9%

Amortization (EBITDA)

EBITDA Margin

36.3%

36.6%

32.3%

33.6%

Depreciation and Amortization

588

595

-1.1%

774

769

0.6%

Earnings before Interest and Tax (EBIT)

685

507

35.0%

1,074

839

28.0%

Finance Cost

98

151

-35.2%

140

201

-30.2%

Finance Income

(137)

(42)

228.9%

(47)

(50)

-7.1%

profit before Tax (pBT)

724

398

81.8%

981

688

42.5%

Tax

214

143

50.0%

346

179

92.6%

profit after Tax (pAT)

510

255

99.6%

635

509

24.7%

Profit from Associates

-

-

39

19

109.4%

Minority Interest

-

-

(39)

(39)

0.0%

profit after Tax, profit from Associates & Minority

-

-

-

635

488

30.0%

Interest

For a detailed analysis of the financial performance, please refer to the “Management Discussion and Analysis” Section, forming part of the Annual Report.

There are no material changes or commitments affecting the financial position of the Company between the end of the Financial Year in question and the date of this report.

DIVIDEND

Based on the Company’s performance, the directors are pleased to recommend for approval of the members a final dividend of Rs. 3.00 per share for the FY 2015-16, taking the total dividend to Rs. 8.00 per share. The final dividend on equity shares, if approved by the members, would involve a cash outflow of Rs. 99.3 Mn including dividend tax. The total dividend on equity shares including dividend distribution tax paid thereon for FY 2015-16 would aggregate Rs. 264.8 Mn, resulting in a payout of 51.93% of the standalone profits of the Company.

SHARE CAPITAL

The paid up equity share capital of the Company as on March 31, 2016, was Rs. 274,993,760. During the year under review, the Company has allotted 1,601,707 equity shares in different tranches, pursuant to the exercise of the rights granted to the employees of the Company under the Employee Stock Option Scheme 2006 and the Employee Stock Option Scheme 2010, to convert their employee stock options into equity shares. The Company has not issued any shares with differential voting rights. Also, during the year under review, the Company has not issued any sweat equity shares. As of March 31, 2016, none of the Directors of the Company hold instruments convertible into equity shares of the Company except stock options granted under the relevant employee stock option schemes of the Company.

employee stock options

During the year under review, employees had exercised employee stock options granted to them under the Employee Stock Option Scheme 2006 and the Employee Stock Option Scheme 2010. Pursuant to the exercise of options by employees, your Company had allotted 208,315 equity shares under the Employee Stock Option Scheme 2006 and 1,393,392 equity shares under the Employee Stock Option Scheme 2010 to the employees against the same numbers of options exercised by them.

Further on May 3, 2016, pursuant to the exercise of option by employees, your Company had allotted 2,736 equity shares under the Employee Stock Option Scheme 2006 and 98,689 Equity Shares under the Employee Stock Option Scheme 2010, to the employees against the same numbers of options exercised by them. As on date there are no outstanding options under Employee Stock Option Scheme 2006 and Employee Stock Option Scheme 2010, and both schemes stand terminated.

Currently, the Company operates the Employee Stock Option Scheme 2014, which is compliant with SEBI ESOP Regulations.

During the year under review, the Company has not granted any employee stock options under employee stock options schemes of the Company.

The details of employee stock options form part of the notes to accounts of the financial statements in the Annual Report and also available on the website of the Company www.ufomoviez.com

particulars of loans, guarantees or investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in the Annual Report.

public deposits

Your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as ‘Annexure-1” to this report.

FINANCIAL STATEMENTS

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on a historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of the underlying transactions and to reasonably present the state of affairs, and the profits and cash flows of the Company for the year ended March 31, 2016.

There is no qualification in the standalone or in the consolidated financial statements by the statutory auditors for the year under review. The Statutory Auditors have, in their report to the Board of Directors on the financial statements of the Company made the comments which are categorized as “Matter of emphasis, which are self-explanatory and hence no comments in this regard have been offered by your directors.

The consolidated financial statements of the Company and its subsidiaries, prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals which impact the Company’s going concern status and its operations in future.

SHIFTING OF REGISTERED OFFICE

Pursuant to the application filed by the Company for shifting its registered office from the National Capital Territory of Delhi to the state of Maharashtra and the order passed by the Regional Director, Northern Region, Ministry of Corporate Affairs, Government of India upon it, the registered office of the Company was shifted from Office No. 12, 3rd Floor, 312 Surya Kiran Building, 19 Kasturba Gandhi Marg, New Delhi-110001 to Valuable Techno Park, Plot No. 53/1, Road No. 7, MIDC, Andheri (East), Mumbai - 400 093 with effect from June 15, 2016.

MANAGEMENT’S DISCUSSION AND ANALYSIS

In terms of the provisions of regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI (LODR) Regulations, 2015’), the Management Discussion and Analysis is set out in the Annual Report.

subsidiaries, associates and joint ventures

At the beginning of the year, your Company had 6 direct subsidiaries, 10 step-down subsidiaries, 4 associates, and 1 joint venture. As on March 31, 2016 there is no change in the same.

During the year under review, the Board of Directors reviewed the affairs of the subsidiaries. The consolidated financial statements of the Company and all its subsidiaries have been prepared in accordance with Section 129(3) of the Companies Act, 2013, and form part of the Annual Report. Further, a statement containing the salient features of the financial statements of the subsidiaries of the Company in the prescribed format AOC-1 is attached to the financial statements. The statement also provides the details of performance and financial position of each of the subsidiaries, associates and joint ventures.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the Company’s website www.ufomoviez.com. These documents are also available for inspection during business hours at the Company’s registered office in Mumbai, India.

During the financial year 2014-15, the Company was a foreign owned and controlled company in terms of the provisions of the Foreign Exchange Management Act (FEMA) and the circulars / notifications issued by the Reserve Bank of India. Accordingly, the downstream investments made by the Company during the financial year 2014-15 were subject to the applicable guidelines and instructions for such downstream investments including obtaining a certificate from the statutory auditors regarding status of compliance with such instructions on downstream investments made and compliance with FEMA provisions.

However, during the financial year under review, after the Company’s equity shares were listed on stock exchanges with effect from May 14, 2015, it ceased to be a foreign owned and controlled company in terms of the provisions of FEMA. Further, from April 1, 2015 till May 13, 2015; while the Company was a foreign owned and controlled company, it did not make any downstream investments in its subsidiaries. In view of this position, it was not mandatory to obtain a compliance certificate under the provisions of FEMA from the statutory auditors for the financial year under review.

The Company has made an investment of Rs. 140 Mn in Southern Digital Screenz India Private Limited (SDS), a subsidiary company of the Company, by purchasing 680,117 (representing 15.82% of equity share capital of SDS) equity shares from existing shareholders of SDS on June 20, 2016. Post this acquisition, SDS became a wholly owned subsidiary of the Company.

corporate governance

The Corporate Governance Report for the financial year ended March 31, 2016, forms part of the Annual Report.

BOARD DIVERSITY

Your Company recognizes and embraces the benefits of having a diverse Board that possesses a balance of skills, experience, expertise and diversity of perspectives, appropriate to the requirements of the businesses of the Company. The Company sees increasing diversity at the Board level as an essential element in maintaining competitive advantage. A truly diverse Board will include and make good use of the differences in the skills, regional and industry experience, and background among directors. These differences are considered in determining the optimum composition of the Board. The Board has adopted a Board Diversity Policy which sets out its approach in this regard. The Board Diversity Policy is available on the Company’s website www.ufomoviez.com

number of meetings of the board

The Board met 10 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two consecutive board meetings was within the period prescribed by the Companies Act, 2013.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The current policy is to have an optimum combination of executive and non-executive directors with an independent nonexecutive chairman to maintain the independence of the Board, and to separate the functions of governance and management in the Company.

As on March 31, 2016, the Board consisted of nine members, two of whom are executive directors and seven are non-executive directors. Out of the seven non-executive directors, three are independent directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on directors’ appointment and remuneration, including the criteria for determining the qualifications, the positive attributes, independence and other matters, provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is appended as “Annexure-2” to this report. The remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and under the SEBI (LODR) Regulations, 2015.

BOARD EVALUATION

Regulation 4(2)(f) the SEBI (LODR) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The performance evaluation of all the individual directors, the Board as a whole and that of its committees was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as recommended by the Chairman of the Nomination and Remuneration Committee. None of the independent directors are due for re-appointment.

TRAINING OF INDEPENDENT DIRECTORS

Every new independent director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of your Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company’s strategies, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management. The details of such familiarization programmes are available on the Company’s website www.ufomoviez.com.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The terms and conditions of their appointment are available on the Company’s website www.ufomoviez.com.

INDUCTIONS

There were no fresh appointments of Directors during the year under review.

retirement and re-appointments

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Biswajit Subramanian retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company. Accordingly, all the independent directors, were appointed by the shareholders at the general meeting as required under Section 149(10) for a period of three years.

Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Companies Act, 2013 shall not apply to such independent directors.

None of the independent directors will retire at the ensuing Annual General Meeting.

resignations

During the year under review, none of the Directors resigned from the board of the Company.

independent DIRECTORS’ MEETING

The Independent Directors met on July 23, 2015 and July 26, 2016 inter alia, to:

(a) review the performance of the Non-Independent Directors and the Board of Directors as a whole;

(b) review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

(c) assess the quality, content and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

INTERNAL FINANCIAL CONTROLS

Your Company has laid an Internal Control Framework which is commensurate with the size, scale and complexity of its operations. This framework ensures the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. Controls have been identified along with risks and mitigation processes covering major areas across all business and functions. Internal controls was reviewed by Internal Audit Department and based on the evaluation, it was concluded that the Company’s internal financial controls are adequate and were operating effectively as of March 31, 2016.

Strengthening of controls is a continuous and evolving process in the Company. Based upon observations, findings and recommendations of the internal audit team, process owners develop preventive and corrective actions which are then deployed across the organization.

composition OF AUDIT AND RISK MANAGEMENT COMMITTEE

The Audit and Risk Management Committee of the Company as on March 31, 2016 comprised of three independent Directors, Mr. Sanjeev Aga, Mr. S. Madhavan and Ms. Lynn de Souza and one Non Executive Non-Independent Director, Mr. Varun Laul. Mr. Sanjeev Aga is the Chairman of the Committee.

All members of the Audit and Risk Management Committee possess requisite experience and knowledge of accounting and financial management. For further details on the Audit and Risk Management Committee, please refer to the Corporate Governance Report forming part of the Annual Report.

All the Independent Directors were present during all the Audit and Risk Management Committee meetings held during the year under review.

WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The details of the Whistle blower policy are available on the Company’s website www.ufomoviez.com. For further details, refer to the Corporate Governance Report forming part of the Annual Report.

RISK MANAGEMENT

During the year under review, the Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 and the (SEBI LODR) Regulations, 2015. The Risk Management Policy defines the risk management approach of the Company and includes a periodic review of such risks and also the documentation, mitigating measures, and reporting mechanism of such risks.

DIRECTORS’ RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (C) OF THE COMPANIES ACT, 2013

Based upon the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors, and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and operating effectively during the financial year 2015-16.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) the financial statements for the financial year ended March 31, 2016 have been prepared on a going concern basis by following the applicable accounting standards, and there is no material departure from the accounting standards;

b) the accounting policies selected were applied consistently and the judgments and estimates related to financial statements have been made on a reasonable and prudent basis 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 period;

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

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

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

corporate SOCIAL responsibility (CSR)

The Board has constituted a CSR Committee headed by Mr. Sanjay Gaikwad as Chairman with Ms. Lynn de Souza and Mr. Kapil Agarwal as Members. The Committee is responsible for formulating and monitoring the CSR policy of the Company. The Company has adopted a CSR policy in compliance with the provisions of the Companies Act, 2013.

The average net profit of the Company, computed as per Section 198 of the Companies Act, 2013, during the three immediately preceding financial years was Rs. 379.14 Mn. It was hence required to spend a minimum of Rs. 758 Mn on CSR activities during the Financial Year 2015-16, being 2% of the average net profits of the three immediately preceding financial years.

The Company had in the previous financial year 2014-15, contributed an amount of Rs. 16.59 Mn towards CSR activities against its obligation of Rs. 5.45 Mn for the said financial year. Thus, the Company had contributed Rs. 11.15 Mn over and above its obligation during the financial year 2014-15 which was already in excess of the Company’s obligation to spend a minimum amount of Rs. 758 Mn during the current financial year 2015-16, although during the year under review, the Company had not contributed to CSR activities.

The annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as ‘Annexure-3” forming party of this Report.

CONSERVATION OF ENERGY, RESEARCH AND

development, technology absorption, FOREIGN

EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as ‘Annexure-4” to this report.

GREEN INITIATIVES

Your Company is publishing only the statutory disclosures in the print version of the Annual Report. Additional information is available on the Company’s website www.ufomoviez.com. Electronic copies of the Annual Report 2015-16 and Notice of the 12th Annual General Meeting are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2016 and the Notice of the 12th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

auditors

Statutory Auditors

At the Annual General Meeting held on September 4, 2014,

S.R. Batliboi & Associates LLP, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of S.R. Batliboi & Associates LLP, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the members of the Company. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed as auditors of the Company for financial year 2016-17 it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial Auditor

During the year under review, Mr. Chetan Joshi, Practicing Company Secretary had resigned as the Secretarial Auditor of the Company. Mr. Dharmesh Zaveri of D. M. Zaveri & Co., Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for financial year 2015-16 forms part of the Annual Report as ‘Annexure-5” to this report. There are no qualifications or adverse observations by the Secretarial Auditors of the Company for the year under review.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as “Annexure-6” to this report.

HUMAN RESOURCES

Your Directors believe that the key to success of any company are its employees. Your Company has a team of able and experienced professionals, whose dedicated efforts and enthusiasm has been an integral part of your Company’s growth. Your Directors would like to place on record their deep appreciation of their continuous effort and contribution to the Company.

particulars of employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 disclosing the ratio of the remuneration of each director to the median employee’s remuneration and such other details is appended as ‘Annexure-7” to this report.

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as ‘Annexure-7” to this report.

policy on prevention, prohibition and redressal of sexual harassment at workplace

The Company has zero tolerance for sexual harassment at workplace, and has adopted a policy against sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to inquire into complaints of sexual harassment and recommend appropriate action. The Company has not received any complaint of sexual harassment during the financial year 2015-16.

CAUTIONARY STATEMENT

Statements in this Report and the Management Discussion & Analysis describing the Company’s objectives, projections, estimates, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed or implied in the statement. Important factors that could influence the Company’s operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operates, changes in government regulations, tax laws, economic developments within the country and other incidental factors.

acknowledgment

We thank all our customers, vendors, investors, bankers, and all other business partners for their excellent support during the year. We place on record our appreciation of the strong commitment and contribution made by our employees at all levels.

We also take this opportunity to place on record our appreciation for continued co-operation and unstinted support received from the film producers, distributors, exhibitors, and advertisers who have contributed to the success of our Company.

We thank the Central Government and the various State Governments and other Government agencies and bodies for their support, and look forward to their continued support in the future.

For and on behalf of the Board of Directors

Sanjay Gaikwad Kapil Agarwal

Managing Director Joint Managing Director

DIN: 01001173 DIN: 00024378

Place : Mumbai

Date : July 26, 2016


Mar 31, 2015

Dear Members,

The directors have pleasure in presenting the eleventh report on the business and operations of your Company for the year ended March 31,2015.

RESULT OF OUR OPERATIONS

The financial performance of your Company on a standalone and consolidated basis for the year ended March 31, 2015 is summarized below:

(in Rs. Million)

Particulars Standalone

FY15 FY14 Growth

Revenue from Operations 2,999 2,691 11.5%

Other Income 9 9 4.2%

Total Income 3,008 2,699 11.4%

Total Expenses 1,906 1,711 11.4%

Earnings before interest, tax, 1,102 988 11.5% depreciation and amortisation (EBITDA)

EBITDA Margin 36.6% 36.6%

Depreciation and Amortisation 594 546 8.8%

Earnings before interest and 507 442 14.9% tax (EBIT)

Finance Cost 151 154 (2.3)%

Finance Income (42) (23) 78.7%

Profit before tax (PBT) 398 311 28.2%

Tax 143 (39) NA

Profit after tax (PAT) 255 349 (26.9)%

Profit from Associates - - -

Minority Interest - - -

Profit after tax, Profit - - - from Associates & Minority Interest



Particulars Consolidated

FY15 FY14 Growth

Revenue from Operations 4,758 4,242 12.2%

Other Income 35 8 320.2%

Total Income 4,793 4,250 12.8%

Total Expenses 3,185 2,918 9.1%

Earnings before interest, tax, 1,608 1,332 20.7% depreciation and amortisation (EBITDA)

EBITDA Margin 33.6% 31.3%

Depreciation and Amortisation 769 655 174%

Earnings before interest and 839 677 24.0% tax (EBIT)

Finance Cost 201 199 1.3%

Finance Income (50) (34) 47.7%

Profit before tax (PBT) 688 512 34.3%

Tax 180 (11) NA

Profit after tax (PAT) 509 523 (2.8)%

Profit from Associates 19 (8) NA

Minority Interest 39 39 1.7%

Profit after tax, Profit 488 477 2.4% from Associates & Minority Interest

For a detailed analysis of financial performance, please refer to the "Management Discussion and Analysis" section which is forming part of the Annual Report.

There are no material changes or commitments affecting the financial position of the Company between the end of the Financial Year in question and the date of this report.

SHARE CAPITAL

The paid up equity share capital as on March 31,2015 was Rs.258,976,690/-. During the year under review, the Company has not issued any shares with or without differential voting rights. Further, during the year under review, the Company introduced a new employee stock option scheme (ESOP-2014) and has granted 932,500 stock options to the employees thereunder. Further, during the year under review, the Company has also not issued any sweat equity shares. As at March 31,2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company except stock options granted under the relevant employee stock option schemes of the Company

EMPLOYEES STOCK OPTIONS

The Company has three employee stock options schemes viz ESOP-2006, ESOP-2010 and ESOP-2014. The Board has terminated ESOP-2006 and ESOP-2010 and no options can be granted under these employee stock option schemes other than the stock options already granted.

ESOP 2010 has been amended in October 2014 accelerate vesting of the unvested options. The exercise period has been amended for all vested options, which were granted under ESOP 2010 and are not exercised, from October 25, 2014 to until the expiry of one (1) year from the date of listing of the equity shares of the Company.

Your Company was an unlisted company at the time of grant of employee stock options and was hence not required to be compliant with the SEBI ESOP Regulations with respect to employee stock options.

ESOP-2006 was compliant with the SEBI ESOP Regulations, except to the extent of clauses with respect to formation/ composition of the compensation committee; appointment of a registered merchant banker; placing of the auditors' certificate before the annual general meeting of the company and disclosures required to be made to the option grantees at the time of the grant and in the directors' report.

ESOP-2010 was compliant with the SEBI ESOP Regulations, except to the extent of clauses with respect to inclusion of consultants, promoters, persons belonging to the promoter group and directors holding more than 10% of the outstanding equity shares for grant of employee stock options; formation/ composition of the compensation committee; cancellation of all vested options which were not exercised as on the date of submission of resignation or date of termination of the option grantee prior to listing of shares of the company; allowing for earlier vesting of options in case the existing shareholders intend to sell more than 50% of their equity shares held in the company prior to listing of the equity shares of the company; appointment of a registered merchant banker; placing of the auditors' certificate before the annual general meeting of the company and disclosures required to be made to the option grantees at the time of the grant and in the directors' report.

ESOP-2014 was compliant with the SEBI ESOP Regulations.

The following directors and key managerial personnel were granted stock options during the year under review:

1) Mr. Kapil Agarwal, - 212,500 stock options Joint Managing Director

2) Mr. Rajesh Mishra, - 45,000 stock options CEO - Indian Operations

3) Mr. Ashish Malushte, CFO - 37,500 stock options

4) Mr. Sameer Chavan, - 6,500 stock options Company Secretary

Mr. Kapil Agarwal, Joint Managing Director of the Company, received a grant of 212,500 stock options amounting to 5% or more of the options granted during the year under review.

There are no Directors or employees who were granted options during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of your Company at the time of grant.

The details of employee stock option schemes and grants made in three years prior to the Initial Public Offering under each scheme of the Company are available on the website of the Company www.ufomoviez.com

The details of employee stock options form part of the notes to accounts of the financial statements in the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in the Annual Report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014 and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as "Annexure-1" to this report.

FINANCIAL STATEMENTS

Your Company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on a historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of the underlying transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2015.

The auditors have modified the consolidated audit report under the Companies (Auditor's Report) Order, 2015 ('the Order') to the extent of stating that the controls relating to customer contracting and tracking of amounts billable in the joint venture of your Company (viz. Mukta VN Films Limited) need to be strengthened. The operating management of that entity has assured the Company's management that requisite corrective steps are being taken to strengthen the internal controls in the area of contracting and invoicing and this will be monitored by the nominee directors of your Company in that joint venture's Board of Directors.

Apart from the above, there is no other qualification in the standalone or in the consolidated financial statements by the statutory auditors for the year under review.

The consolidated financial statements of the Company and its subsidiaries, prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

MANAGEMENT'S DISCUSSION AND ANALYSIS

In terms of the provisions of Clause 49 of the Listing Agreement with the stock exchanges, the Management discussion and analysis is set out in the Annual Report.

INITIAL PUBLIC OFFERING

During the year under review, your Company was an unlisted public limited company. On April 28, 2015, the Company made an Initial Public Offering of 96,00,000 equity shares of a face value of Rs. 10 each for cash at a price of Rs. 625 per equity share including a share premium of Rs. 615 per equity share aggregating to Rs. 600 crore through an 'Offer For Sale' by certain existing shareholders of the Company. The equity shares of the Company was listed with the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on May 14, 2015.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

At the beginning of the year, your Company had 5 direct subsidiaries, 10 step-down subsidiaries, 4 associates and 1 joint venture. As on March 31,2015, your Company has 6 direct subsidiaries, 10 step-down subsidiaries, 4 associates and 1 joint venture.

During the year under review, the Board of Directors reviewed the affairs of the subsidiaries. The consolidated financial statements of the Company and all its subsidiaries have been prepared in accordance with Section 129(3) of the Companies Act, 2013, and form part of the Annual Report. Further, a statement containing the salient features of the financial statements of the subsidiaries of the Company in the prescribed format AOC-1 is attached as annexure to the financial statements. The statement also provides the details of performance and financial position of each of the subsidiaries, associates and joint ventures.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on the Company's website www.ufomoviez.com. These documents are also available for inspection during business hours at the Company's registered office in New Delhi, India.

During the year under review, the Company had made investments in Valuable Digital Screens Private Limited, which consequently become a subsidiary of your Company. Further, the Company had also made investments in its subsidiaries Scrabble Entertainment Limited and Southern Digital Screenz India Private Limited. The details of these investments are available in the financial statements provided in the Annual Report.

During the year under review, the Company was a foreign owned and controlled company in accordance with the provisions of the Foreign Exchange Management Act, 1999 and notifications / circulars issued by the Reserve Bank of India and was hence required to obtain a certificate from the statutory auditors regarding the status of compliance with the instructions on downstream investments of the Company under the provisions of the Foreign Exchange Management Act, 1999. The statutory auditors of the Company have issued a certificate that the Company is in compliance with the instructions governing downstream investments of the Company and in compliance with Foreign Exchange Management Act, 1999 provisions for the year ended March 31,2015 except that the Company did not notify the Foreign Exchange Promotion Board and Secretariat for Industrial Assistance, Department of Industrial Policy and Promotion of its downstream investments within 30 days of such investment. However, the Company has subsequently notified these agencies of its downstream investments in the prescribed format.

CORPORATE GOVERNANCE

The Corporate governance report for the financial year ended March 31,2015 forms part of the Annual Report.

BOARD DIVERSITY

Your Company recognizes and embraces the benefits of having a diverse Board that possesses a balance of skills, experience, expertise and diversity of perspectives, appropriate to the requirements of the businesses of the Company. The Company sees increasing diversity at the Board level as an essential element in maintaining competitive advantage. A truly diverse Board will include and make good use of the differences in the skills, regional and industry experience, background, race, gender and other distinctions between directors. These differences are considered in determining the optimum composition of the Board and wherever possible balanced appropriately. The Board has adopted a Board Diversity Policy which sets out its approach in this regard. The Board Diversity Policy is available on the Company's website www.ufomoviez.com.

NUMBER OF MEETINGS OF THE BOARD

The Board met 10 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two board meetings was within the period prescribed by the Companies Act, 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The current policy is to have an optimum combination of executive and non-executive directors with an independent non- executive chairman to maintain the independence of the Board, and separate the functions of governance and management in the Company.

As on March 31,2015, the Board consisted of nine members, two of whom are executive and the balance seven are non- executive directors. Out of the seven non-executive directors, three are independent directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on directors' appointment and remuneration, including the criteria for determining the qualifications, the positive attributes, independence and other matters, provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is appended as "Annexure-2" to this report. The remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the stock exchanges.

BOARD EVALUATION

Clause 49 of the Listing Agreement with the stock exchanges mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The performance evaluation of all the individual directors, the Board as a whole and that of its committees was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Chairman of the Nomination and Remuneration Committee. None of the independent directors are due for re-appointment.

TRAINING OF INDEPENDENT DIRECTORS

Every new independent director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of your Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management. The details of such familiarization programme are available on the Company's website www.ufomoviez.com.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/ her role, function, duties and responsibilities as a director. The terms and conditions of their appointment are available on the Company's website www.ufomoviez.com.

INDUCTIONS

On the recommendations of the Nomination and Remuneration Committee, the Board appointed Mr. Sanjeev Aga, Mr. S. Madhavan and Ms. Lynn de Souza as Independent members of the Board for a period of three consecutive years with effect from November 20, 2014. The Board has also appointed Mr. Sanjeev Aga as the Chairman of the Board for a period of three consecutive years with effect from November 20, 2014.

We thank the shareholders for their support in confirming Mr. Sanjeev Aga, Mr. S Madhavan and Ms. Lynn de Souza's appointment at the Extra-ordinary General Meeting held on November 20, 2014.

RETIREMENT AND RE-APPOINTMENTS

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Raaja Kanwar retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

The Companies Act, 2013, provides for the appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that independent directors shall hold office for a term of up to five consecutive years on the board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the Company. Accordingly, all the independent directors, were appointed by the shareholders at the general meeting as required under Section 149(10) for a period of three years.

Further, according to Sub-section (11) of Section 149, no independent director shall be eligible for appointment for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as defined in Sub-sections (6) and (7) of Section 152 of the Companies Act, 2013 shall not apply to such independent directors.

None of the independent directors will retire at the ensuing Annual General Meeting.

RESIGNATIONS

During the year under review, the following Directors resigned from the directorship of the Company. Mr. Tushar Agarwal resigned as non-executive director with effect from October 31, 2014. Mr. John Carl Hahn resigned as non-executive director with effect from November 7 2014. Mr. Manu Chandra and Mr. Samir Palod resigned as non-executive directors with effect from November 10, 2014. These Directors have resigned from the directorship of the Company during the process of restructuring of the Board for complying with the listing requirements regarding Board's composition for the purposes of the Company's Initial Public Offering.

The Board has placed on record its appreciation for the outstanding contributions made by Mr. Tushar Agarwal, Mr. John Hahn, Mr. Manu Chandra and Mr. Samir Palod during their respective tenures in office.

INDEPENDENT DIRECTORS' MEETING

During the year under review, the Independent Directors met on July 23, 2015 inter alia, to:

(a) review the performance of the Non-Independent Directors and the Board of Directors as a whole;

(b) review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

(c) assess the quality, content and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present during the Meeting. KEY MANAGERIAL PERSONNEL

During the year under review, the Company has designated the following persons as key managerial persons under Section 203 of the Companies Act, 2013:

Sr. Name of the Designation No. Person

1 Mr. Rajesh Mishra Chief Executive Officer-Indian Operations

2 Mr. Ashish Malushte Chief Financial Officer

3 Mr. Sameer Chavan Company Secretary

INTERNAL FINANCIAL CONTROLS

Your Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

COMPOSITION OF AUDIT AND RISK MANAGEMENT COMMITTEE

The Audit and Risk Management Committee of the Company as on March 31,2015 comprised of two independent Directors, namely Mr. Sanjeev Aga and Mr. S. Madhavan and one Non Executive Non-Independent Director namely Mr. Varun Laul. Mr. Sanjeev Aga is the Chairman of the Committee. All members of the Audit and Risk Management Committee possess strong knowledge of accounting and financial management. For further details on the Audit and Risk Management Committee, please refer to the Corporate Governance Report forming part of the Annual Report.

WHISTLEBLOWER POLICY

The Company has a whistleblower policy to report genuine concerns or grievances.The details of the Whistleblower policy are available on the Company's website www.ufomoviez.com. For further details, refer to the Corporate Governance Report forming part of the Annual Report.

RISK MANAGEMENT

During the year under review, the Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the stock exchanges. The Risk Management Policy defines the risk management approach of the Company and includes a periodic review of such risks and also the documentation, mitigating measures and reporting mechanism of such risks.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (C) OF THE COMPANIES ACT, 2013

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) the financial statements for the financial year ended March 31,2015 have been prepared on a going concern basis following the applicable accounting standards, and there is no material departure from the accounting standards;

b) the accounting policies selected were applied consistently and the judgments and estimates related to financial statements have been made on a reasonable and prudent basis 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 period;

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

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

CORPORATE SOCIAL RESPONSIBILITY

The Board has constituted a CSR Committee headed by Mr. Sanjay Gaikwad as Chairman with Ms. Lynn de Souza and Mr. Kapil Agarwal as Members. The Committee is responsible for formulating and monitoring the CSR policy of the Company. The Company has adopted a CSR policy in compliance with the provisions of the Companies Act, 2013.

The average net profit of the Company, computed as per Section 198 of the Companies Act, 2013, during the three immediately preceding financial years was Rs. 2155.13 lacs. It was hence required to spend a minimum of Rs. 43.10 lacs on CSR activities during the Financial Year 2014-2015, being 2% of the average net profits of the three immediately preceding financial years.

As part of its efforts under the CSR initiative, during the year under review, the Company had contributed to the Swachh Bharat Mission Campaign of the Ministry of Information and Broadcasting, Government of India by screening the Swachh Bharat Mission Campaign, free of cost, in the cinema theatres under its digital cinema distribution network empaneled with the Directorate of Advertising and Visual Publicity for a total value of Rs. 165.94 Lacs. The screening of the Swachh Bharat Mission Campaign in the cinema theatres is in accordance with Schedule VII of the Companies Act, 2013 and the Company's CSR Policy.

The annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as "Annexure-3" forming party of this Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Sub-section (3) (m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as 'Annexure-4" to this report.

GREEN INITIATIVES

Your Company is publishing only the statutory disclosures in the print version of the Annual Report. Additional information is available on the Company's website www.ufomoviez.com. Electronic copies of the Annual Report 2014-15 and Notice of the 11th Annual General Meeting are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report 2015 and the Notice of the 11th Annual General Meeting are sent in the permitted mode. Members requiring physical copies can send a request to the Company.

AUDITORS

Statutory Auditors

At the Annual General Meeting held on September 4, 2014, S.R. Batliboi & Associates LLP, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of S.R. Batliboi & Associates LLP, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the members of the Company. In this regard,the Company has received a certificate from the auditors to the effect that if they are reappointed as auditors of the Company for financial year 2015-16,it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial Auditor

Mr. Chetan Anant Joshi, Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for financial year 2014-15 forms part of the Annual Report as "Annexure-5" to this report. There are no qualifications or observations by the Secretarial Auditors of the Company for the year under review.

The Board has appointed Mr. Chetan Anant Joshi, Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year 2015-16.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as "Annexure-6" to this report.

HUMAN RESOURCES

Your Directors believe that the key to success of any company are its employees. Your Company has a team of able and experienced professionals, whose dedicated efforts and enthusiasm has been an integral part of your Company's growth. Your Directors would like to place on record their deep appreciation of their continuous effort and contribution to the Company.

Particulars of employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 disclosing the ratio of the remuneration of each director to the median employee's remuneration and such other details is appended as "Annexure-7" to this report.

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs.60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as "Annexure-7" to this report.

Policy on prevention, prohibition and redressal of sexual harassment at workplace

The Company has zero tolerance for sexual harassment at workplace, and has adopted a policy against sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee to inquire into complaints of sexual harassment and recommend appropriate action. The Company has not received any complaint of sexual harassment during the financial year 2014-15.

SHIFTING OF REGISTERED OFFICE

During the year under review the registered office of the Company was shifted from 1-B, First Floor, Sagar Apartments, 6, Tilak Marg, New Delhi 110001 to Office No. 12, 3rd Floor, 312 Surya Kiran Building, 19 Kasturba Gandhi Marg, New Delhi-110 001.

CAUTIONARY STATEMENT

Statements in this Report and the Management Discussion & Analysis describing the Company's objectives, projections, estimates, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed or implied in the statement. Important factors that could influence the Company's operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operates, changes in government regulations, tax laws, economic developments within the country and other incidental factors.

ACKNOWLEDGMENT

We thank all our stakeholders viz. customers, vendors, investors and bankers and other business partners for their excellent support received during the year. We place on record our appreciation of the contribution made by our employees at all levels for their commitment and continued contribution to our Company.

We also take this opportunity to place on record our appreciation for continued co-operation and unstinted support received from the film producers, distributors, exhibitors and advertisers who have contributed to the success of our Company.

We thank the Central Government and the various State Governments and other Government agencies/bodies for their support, and look forward to their continued support in the future.

For and on behalf of the Board of Directors

Sanjay Gaikwad Kapil Agarwal Managing Director Joint Managing Director DIN: 01001173 DIN: 00024378

Place: Mumbai Date: July 23, 2015

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