Directors Report of Apex Buildsys Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report along with the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The financial results for the year under review are summarized below for your consideration: (Rs. in Lacs)

Particulars Year Ended Year Ended 31st March, 2015 31st March, 2014

Total Income 18387.59 31,252.95

Profit before Depreciation & Tax 1459.62 5333.74

Less : Depreciation 1397.5 4145.05

Profit/Loss before tax (9115.49) 33.78

Less : Tax Expenses

Current Tax - 1.51

Deferred Tax (1582.97) 5.24

Add: Mat Credit Entitlement - 1.51

Profit /Loss after Tax (7532.52) 28.54

REVIEW OF OPERATIONS

The turnover (revenue from operations) of the Company for the year ended 31st March, 2015 is Rs. 18,335.74 lacs as against Rs. 31119.21 lacs in the previous year. The net loss amounts to Rs. 7532.52 lacs. No material changes have occurred since the date of the Balance sheet and this report, which has any adverse effect on the working of the company.

INDUSTRY SCENARIO

PEB sector in India has been going through a very difficult phase over the last three years and due which the Company wasn't able to perform well during the fiscal, and posted a net loss of Rs. 7532.52 lacs for the financial year 2014-15.

India's Media and Entertainment industry is expected to grow steadily over the next five years. The industry revenues are likely to exceed US$ 32.7 billion by 2019 from US$ 17.0 billion in 2014, growing at compound annual growth rate (CAGR) of 14.0 per cent between 2015 and 2020.

The management is optimistic about the good performance of the Company in near future.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits under section 73-76 of the Companies Act, 2013. There are no unclaimed or unpaid deposits lying outstanding as at 31st March, 2015.

MATERIAL CHANGES

No Material changes occurred subsequent to the close of the financial year 2014-15 to which the balance sheet relates till the date of this report.

DIVIDEND

Due to loss in the financial year ending 31st March, 2015 your directors do not recommend any dividend for the year. Your Board is optimistic for early recovery and growth of your Company.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 400,000,000 (Forty Crores Only) divided into 200,000,000 (Twenty Crore Only) Equity Shares of Rs. 2/- (Rupees Two) each.

The Issued, Subscribed and fully paid up Capital of the is Rs. 13,71,85,912 (Thirteen Crore Seventy One Lacs Eighty Five Thousand Nine Hundred Twelve Only) divided into 6,85,92,956 (Six Crore Eighty Five Lac Ninety Two Thousand Nine Hundred Fifty Six Only) Equity Shares of Rs. 2/- (Rupees Two) each.

RESERVES

During the financial year, as on 31st March, 2015 the total reserves of the Company stood at Rs. 14,460.95. For detailed breakup of reserves see Note no. 3 of Balance Sheet annexed herewith.

CHANGE OF NAME

The Company has changed its name from "Era Buildsys Limited' to "Apex Buildsys Limited" with effect from 25th August, 2014. The change of name was approved by the members through Postal Ballot in the Meeting of the Company held on 11th of August, 2014.

DIRECTORS

Mr. Amit Bharana, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his appointment as Director at the ensuing Annual General Meeting.

Mr. Hem Singh Bharana and Mr. Shiv Dayal Kapoor resigned from the directorship of the Company w.e.f. 14th August, 2014 and 22.03.2015 respectively. Also, Mr. Sushil Kumar Gupta has been appointed as Chief Financial Officer of the Company with effect from 30th of May, 2014.

Further, Mr. Hem Singh Bharana (again) and Ms. Chetna Kumar were appointed as an Additional Director of the Company w.e.f. 10th March, 2015. They hold the office up to the conclusion of this Annual General Meeting. There appointment as a Director of the Company is proposed at the ensuing Annual General Meeting of the Company.

As on 31 March, 2015 Mr. Amit Bharana, Ms. Chetna Kumar, S D Sharma and Mr. Hem Singh Bharana were the Directors of the Company.

Brief resumes of these directors proposed to be appointed/ re-appointed and other relevant information have been furnished in the Notice convening the Annual General Meeting. Appropriate resolutions for their appointment / re-appointment are being placed for approval of the members at the Annual General Meeting.

As per the provisions of the Companies Act, 2013, Independent Directors are eligible to hold office for a term up to five consecutive years and are eligible for re-appointment for the second term on passing special resolutions by the Company. During their tenure, they will not be liable to retire by rotation. The Company has received from all the Independent Directors consents for their appointment and declarations confirming that they meet the criteria of independence as envisaged under the Companies Act, 2013 and Listing Agreement.

Brief resumes of these directors proposed to be appointed/ re-appointed and other relevant information have been furnished in the Notice convening the Annual General Meeting. Appropriate resolutions for their appointment / re-appointment are being placed for approval of the members at the Annual General Meeting.

MEETINGS

During the year under review, Five Board Meetings were convened and held on 30/05/2014, 14/08/2014, 12/11/2014, 14/02/ 2015 & 10/03/2015. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 shall be enclosed as Annexure V.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MANAGERIAL REMUNERATION:

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

S PARTICULARS REMARKS No.

1. The ratio of the remuneration of Mr. Amit. Bharana (Whole Time each director to the median Director) - 17.56 Other Directors remuneration of the employees of do not draw any remuneration from the company for the financial year the company except by way of sitting fee.

2. The percentage increase in 13% increament in salary of remuneration of each director, company secretary Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

3. The percentage increase in the median remuneration of employees in 5% the financial year

4. The number of permanent employees on the rolls of company 307

5. The explanation on the To provide market competitive relationship between average increments while simultaneously increase in remuneration and driving a performance culture and company performance further to match inflation and to keep them motivated.

6. Comparison of the remuneration The KMP's working in the company of the Key Managerial Personnel are drawing remuneration at against the performance of the market competitive rates. Keeping company in mind the Company performance the key managerial personnel were not paid variable salaries.

7. Variations in the market Table 1 capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year

8. Average percentile increase Employees in middle & lower already made in the salaries of grades were given an employees other than the managerial average salary increase of 5% personnel in the last financial to match inflation and year and its comparison with the to keep them motivated. percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

9. Comparison of the each remuneration NA of the Key Managerial Personnel against the performance of the company

10. The key parameters for any variable NA component of remuneration availed by the directors

11. The ratio of the remuneration There is no employee of the highest paid director to in the Company who is that of the employees who are not receiving higher directors but receive remuneration remuneration than in excess of the highest paid Managing Director of director during the year the Company.

12. Affirmation that the remuneration is as per the remuneration policy of YES the company.

Table No. 1

Close Price (in Rs.) 31-Mar-14 31-Mar-15

NsE 14.35 4.95

Close Price (in Rs.) 31-Mar-14 31-Mar-15

BSE 11.48 8.61

Market Cap (in ') 31-Mar-14 31-Mar-15

BSe 787447135 590585351

IPO vs March 31, 2015 (in Rs.) IPO 31-Mar-15

Price (adjusted)* 2 8.61

Price / Earning 31-Mar-14 31-Mar-15

BSE 0.042 N.A.

Close Price (in Rs.) % Change

NsE -65.51

Close Price (in Rs.) % Change

BSE -75

Market Cap (in ') % Change

BSe -75

IPO vs March 31, 2015 (in Rs.) % Change

Price (adjusted)* 430.5

Price / Earning % Change

BSE N.A.

* Price of share offered in IPO, which was Rs. 10 of face value of Rs. 10 has been adjusted to present face value of share i.e. five shares of Rs. 2 each.

PARTICULARS DETAILS

B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies NONE (Appointment and Remuneration of Managerial Personnel) Rules, 2014

C) Any director who is in receipt of any commission from the company and who is a Managing NIL Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report.

D) The following disclosures are mentioned in the Board of Director's report under the heading "Corporate Governance", if any, attached to the financial statement: —

(i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

Particulars Mr. Amit Bharana (Whole Time Director)

Basic Salary 1552748.92

allowance and Contribution to PF and Other Funds 2432538.00

Total 39,85,287.00

(ii) Details of fixed component and performance linked incentives along with the performance criteria; NA

(iii) Service contracts, notice period, severance fees; NA

(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable. NA

CAPITAL FORMATION & REDUCTION OF CAPITAL

During the year under purview your Company neither enhanced the share capital of the Company nor reduced the same.

INTRODUCTION AND APPLICABILITY OF NEW COMPANIES ACT, 2013

The Ministry of Corporate affairs vide its Notification dated: 26th March, 2014 has notified the commencement of New Companies Act, 2013, w.e.f. 1st April, 2014.

Your Company is fully compliant with the Companies Act, 2013 and rules and regulations therein as applicable on the Company.

AUDITORS

As per the provision of Section 141 of the Companies Act, 2013 read with rule 6 of the Companies (Audit & Auditors) Rules, 2014. M/s. P.C. Bindal & Co., the retiring auditors of the company can be further appointed as statutory auditors for another term of 2 (Two) consecutive years i.e., till the conclusion of 25th Annual General Meeting to be held in the year 2017. The Company has obtained necessary certificate under section 141 of the Companies Act, 2013 from the auditor conveying their eligibility for the above appointment. The Audit Committee and the Board reviewed their eligibility criteria, as laid down under section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the above said period.

SECRETARIAL AUDITOR

As per provisions of Section 204 of the Act, the Board of Directors of the company has appointed M/s. SKP & Co., Practicing Company Secretaries (C.P. No.: 6575), as Secretarial Auditors of the Company for the purpose of auditing the Secretarial activities of the Company for the financial year 2014-15. The Secretarial audit report issued by the said auditors in form MR- 3 has been annexed to this report as 'Annexure VI'.

With respect to the observations made in the Secretarial Audit Report, the proper steps are being taken by the Management so as to comply with the provisions.

INTERNAL AUDITOR, INTERNAL AUDIT & CONTROLS

The Company has implemented proper internal audit mechanism and the internal audit is being done by the internal auditing department of the Company and the Audit Committee is regularly being apprised of the findings of the Internal Audit Department.

The observation made by secretarial auditor on internal audit mechanism of the Company is self-explanatory and doesn't require any further explanation.

AUDIT COMMITTEE

During the financial year the Audit Committee consists of following members namely Mr. S. D. Sharma, Ms. Chetna Kumar and Mr. Amit Bharana out of which two are independent Directors. Mr. S. D. Sharma was the Chairman of Audit Committee. All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts. The Committee composition is in accordance with the provisions of Companies Act and Listing Agreement.

AUDITORS' REPORT

The Auditors' Report does not contain any adverse remark or qualification hence the same do not call for further information or explanation. The observations and comments given by the Auditors read together with notes to accounts are self-explanatory; hence do not call for any further comments under provisions of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

PARTICULARS OF EMPLOYEES

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure II.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is as per below mentioned details.

CONSERVATION OF ENERGY:

The Company lays great emphasis on savings in the cost of energy consumption. Achieving reduction in the per unit consumption of energy is an ongoing exercise in the Company; this includes periodical check-ups, preventive maintenance and calibration of all electrical instruments & machineries. Effective measures have been taken to minimize the loss of energy as far as possible.

The detail regarding present energy consumption including captive generation is furnished as below:

I. Power & Fuel Consumption

1. Electricity Purchased 2013-14 2014-15

Unit 1,820,785 1599918

Total Amount 13,058,109 13183616

Rate/Unit (Rs.) 7.17 8.24

2. Own Generation through Diesel Generator

Unit 163,629 148363

Units per lit. of Diesel Oil 2,242,967 2094882

Cost/Unit 13.71 14.12

II. Consumption per unit of Production

2013-14 2014-15

Production (MTs) 12697.94 9271.02

Electricity (Unit/MT) 143.39 172.57

Electricity ('/ Mt) 1,028.36 1422.02

Diesel (Unit/Mt) 12.89 16.00

Diesel ('/MT) 176.64 225.96

Technology Absorption:

Your Company deploys latest updated technologies such as Highway Girders, Pipe Racks to the level of 2800 mm height of beam manufacturing with automatic welding, CNC punching & shearing, CNC sheet profiling and Multi torch flame cutting. This technology implemented by the company is best available in the world in the field of Pre-engineered Buildings.

The foreign exchange earning/outgo during the year are as under:

(Rs. in Lacs)

Particulars Current Year Previous Year

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo 12.18 1.20

SUBSIDIARY COMPANY

M/s Silverline Cinemas Private Limited is the only Wholly Owned Subsidiary of the Company. Copies of the Balance Sheet, Profit & Loss Account and Reports of the Auditors' and Directors' of the Subsidiary Company have not been attached as per the consent granted by the Board of Directors of the Company in terms of general exemption granted by the Ministry of Corporate Affairs, Government of India. However as per the terms of general exemption, a statement containing brief financial details of the subsidiary company for the year ended 31st March, 2015 is included in the Annual Report. ('Annexure IV') As required under the Listing agreement with the Stock Exchange, the Company has prepared the Consolidated Financial Statements of the Company and its subsidiary as per the Accounting Standard (AS) 21, Consolidated Financial Statements which form part of the Annual Report and Accounts.

The Annual Accounts of the subsidiary company and the related detailed information shall be made available to shareholders of the Company seeking such information. The Annual Accounts of the subsidiary company are also kept for inspection by any shareholder at the registered office of your Company.

Particulars of loans, guarantees or investments under section 186 Details of Loans:

Sl. Date of Details Amount Purpose for which the No. making of loan is to be utilized loan Borrower by the recipient

NA

Sl. Time period Date Date Rate of Security No. for which of BR of SR Interest it is given (if reqd)

31st Mar., 2015

No. of Share ( Rs. in Lacs)

Investments in Government Securities 0.38

Investment (Long Term, Fully Paid Up)

A. Quoted Shares

Castrol India Ltd 60 0.05

Choksi Tube Company Ltd. 200 0.08

Indo Bosch Gems and Jewellery Ltd. 100 0.04

Indo French Biotech Enterprises Ltd. 1000 0.48

ITC LTD (Face Value Rs. 1/-) 750 1.02

Jindal Stainless Ltd. 220 0.27

Jindal Steel & Power Ltd. (Face Value Rs. 1/-) 2400 0.18

Nagarjuna Fertilizers & Chemicals Ltd. (Face Value Rs. 1/-) 110 0.03

Nagarjuna Oil Refinery Ltd. 100 -

Nahar Industrial Enterprises Ltd. 120 0.26

Nalwa Sons Investments Ltd. 16 -

NEPC India Ltd. 520 0.60

NEPC Tea Garden Ltd. 6 0.00

Paam Pharmaceuticals (Delhi) Limited 500 0.37

Pasupati Spinning and Weaving Mills Ltd. 80 0.25

Ready Food Ltd. 1800 0.48

Rohini Strips Ltd. 400 0.11

Saraswati Industrial Syndicate Ltd. 100 0.36

Skyline NEPC Ltd. 600 0.31

Surlux Diagnostic Ltd. 1000 0.35

Vikas Hybride Ltd. 200 0.14

Western Paques (I) Ltd. 100 0.25

Whirlpool of India Ltd. 125 0.30

Total 5.92

B. Unquoted

1. Debentures (Non Trade) 0.07

2. Others -

3. Subsidiary (Trade) 81.86



Sl. Date of Details of Amount No. providing security recipient guarantee



Sl. Purpose for which the security/ Date Date Commission No. guarantee is proposed to be of BR of SR utilized by the recipient (if any)

NA

1. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto has been disclosed in Form No. AOC-2. As Annexure III (Format enclosed).

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I .

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

A Company holds fiduciary relationship with its stakeholders and community, where the Board of Directors of the Company acts as trustee to all the stakeholders of the Company to enhance the stakeholder's value and protect their interest. Your Company is committed to benchmark itself with global standards in all areas including appropriate standards for Good Corporate Governance. Towards this end, an effective corporate governance system has been put in place in the Company, which also ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with. A report on Corporate Governance along with Certificate on its compliance from Ms. Pooja Anand, Company Secretary in Practice is enclosed with this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not required to constitute the CSR committee to formulate, implement and monitor the CSR Policy of the Company.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on behalf of the Board of Directors For Apex Buildsys Limited [Formerly known as Era Buildsys Limited]

(Amit Bharana) Place: Noida Chairman and Whole Time Director Date: 2nd December, 2015 (DIN: 01291420)

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report along with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial results for the year under review are summarized below for your consideration:

(Rs. in Lacs)

Particulars Year Ended Year Ended 31st March,2014 31st March,2013

Total Income 31,252.95 48,399.31

Profit before 1,188.69 2,674.14 Depreciation & Tax

Less : Depreciation 1,154.91 1,161.50

Profit/Loss before tax 33.78 1,512.64 Less : Tax Expenses

Current Tax 1.51 257.37

Deferred Tax 5.24 184.14

Add: Mat Credit Entitlement 1.51 257.37

Profit /Loss after Tax 28.54 1328.50

Surplus/(deficit) carried to 17,276.75 17,248.21 Balance sheet

REVIEW OF OPERATIONS

The turnover (revenue from operations) of the Company for the year ended 31st March, 2014 is Rs. 31,119.21 lacs as against Rs. 48,268.73 lacs in the previous year. Profit before depreciation and taxation was Rs. 1188.69 lacs and after providing Rs. 1154.91 lacs towards depreciation and Rs. 5.24 lacs towards tax, the net profit amounts to Rs. 28.54 lacs. No material changes have occurred since the date of the Balance sheet and this report, which has any adverse effect on the working of the company.

FUTURE PROSPECTS

Infrastructure development in India has been going through a very difficult phase over the last three years. The Company was able to achieve breakeven, and post a net profit of Rs. 28.54 lacs for the financial year 2013-14.

During the financial year 2013-14, the Hon''ble Delhi High Court by order dated 31st July, 2013 has sanctioned the Composite Scheme of Arrangement and Amalgamation of Era Buildsys Limited with Era E-Zone (India) Limited w.e.f. 1st April, 2012. In terms of the said sanctioned scheme the name of Era E-Zone (India) Limited (Transferee Company) is to be changed to Era Buildsys Limited.

The Company is optimistic about the performance of the Company in near future.

INTRODUCTION AND APPLICABILITY OF NEW COMPANIES ACT, 2013

The Ministry of Corporate affairs vide its Notification dated: 26th March, 2014 has notified the commencement of New Companies Act, 2013, w.e.f. 1st April, 2014. In pursuance of General Circular No. 08/2014 issued by Ministry of Corporate Affairs, the present Directors'' Report is prepared in accordance with the provisions of the Companies Act, 1956 and thus the new provisions of Companies Act, 2013 will be complied with in the next Directors'' Report.

Your Board of Directors are in process of complying with all other new requirements of the Companies Act, 2013.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits under section 58A of the Companies Act, 1956. There are no unclaimed or unpaid deposits lying outstanding as at 31st March, 2014.

DIVIDEND

In order to plough back profits for the future requirements of the Company, your directors do not recommend any dividend for the year ended 31st March, 2014.

DIRECTORS

During the financial year 2013-2014, Mr. A.K. Mehta has resigned from the directorship of the Company w.e.f. 5th November, 2013. Mr. A.K. Seth was appointed as Director of the Company and designated as Whole Time Director w.e.f. 5th November, 2013 for a period of 3 years, However he resigned from the directorship of the company, w.e.f. 14th February, 2014.

Mr. H.S. Bharana, Chairman of the company has resigned from the directorship of the company, w.e.f. 14th August, 2014.

As per the provisions of the Companies Act, 2013, Independent Directors are eligible to hold office for a term upto five consecutive years and are eligible for re-appointment for the second term on passing special resolutions by the Company. During their tenure, they will not be liable to retire by rotation. The Company has received from all the Independent Directors consents for their appointment and declarations confirming that they meet the criteria of independence as envisaged under the Companies Act, 2013 and Listing Agreement.

Notices under Section 160 of the Companies Act, 2013 have been received from members proposing their candidature along with requisite deposits. Accordingly, in terms of Section 149(10) read with Schedule IV of the Companies Act, 2013, the Board recommends the appointment of the above directors as Independent Directors who shall hold office upto March 31, 2019 and shall not be liable to retire by rotation during their tenure. In accordance with the provisions of the Companies Act, 2013, Mr. Amit Bharana, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re- appointment.

Brief resumes of these directors proposed to be appointed/ re-appointed and other relevant information have been furnished in the Notice convening the Annual General Meeting. Appropriate resolutions for their appointment / re-appointment are being placed for approval of the members at the Annual General Meeting.

CAPITAL FORMATION & REDUCTION OF CAPITAL

Pursuant to the Composite Scheme of Arrangement/Amalgamation duly sanctioned by Hon''ble High Court of Delhi at New Delhi, the Company made the allotment of 4,48,12,956 equity shares to the shareholders of transferor company (M/s. Era Buildsys Limited) in the ratio of 541 equity shares of transferee company for every 100 equity shares of transferor company.

Further, the face value per share was reduced from Rs. 10/- each to Rs. 2/- each and Rs. 8/- per share was transfer to general reserve as per approved scheme.

INTRODUCTION AND APPLICABILITY OF NEW COMPANIES ACT, 2013

The Ministry of Corporate affairs vide its Notification dated: 26th March, 2014 has notified the commencement of New Companies Act, 2013, w.e.f. 1st April, 2014. In pursuance of General Circular No. 08/2014 issued by Ministry of Corporate Affairs, the present Directors'' Report is prepared in accordance with the provisions of the Companies Act, 1956 and thus the new provisions of Companies Act, 2013 will be complied with in the next Directors'' Report.

Your Board of Directors endeavors to comply with all other new requirements of the Companies Act, 2013.

AUDITORS

As per the provision of Section 141 of the Companies Act, 2013 read with rule 6 of the Companies (Audit & Auditors) Rules, 2014. M/s. P.C. Bindal & Co., the retiring auditors of the company can be further appointed as statutory auditors for another term of 3 (Three) consecutive years i.e., till the conclusion of Annual General Meeting to be held in the year 2017. The Company has obtained necessary certificate under section 141 of the Companies Act, 2013 from the auditor conveying their eligibility for the above appointment. The Audit Committee and the Board reviewed their eligibility criteria, as laid down under section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the above said period.

AUDIT COMMITTEE

The Audit Committee consists of following members namely Mr. S. D. Sharma, Mr. S. D. Kapoor and Mr. Amit Bharana out of which two are independent Directors. Mr. S. D. Sharma is the Chairman of Audit Committee. All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts. The Committee composition is in accordance with the provisions of Companies Act and Listing Agreement.

AUDITORS'' REPORT

The Auditors'' Report does not contain any adverse remark or qualification hence the same do not call for further information or explanation. The observations and comments given by the Audiors read together with notes to accounts are self explanatory, hence do not call for any further comments under Section 217 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217(2AA) of the Companies Act, 1956, your directors state and confirm that:

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

ii) Accounting policies selected were applied consistently, reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2014 and of the profit of the Company for the year ended on that date;

iii) 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;

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

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956

There is no employee in the Company in respect of whom particulars as required to be furnished u/s 217(2A) of the Companies Act, 1956 and rules made there under are to given.

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

Information in accordance with the provisions of 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 regarding the conservation of energy and technology absorption is given as under:

CONSERVATION OF ENERGY:

The Company lays great emphasis on savings in the cost of energy consumption. Achieving reduction in the per unit consumption of energy is an ongoing exercise in the Company; this includes periodical check-ups, preventive maintenance and calibration of all electrical instruments & machineries. Effective measures have been taken to minimize the loss of energy as far as possible.

TECHNOLOGY ABSORPTION:

Your Company deploys latest updated technologies such as Highway Girders, Pipe Racks to the level of 2800 mm height of beam manufacturing with automatic welding, CNC punching & shearing, CNC sheet profiling and Multi torch flame cutting. This technology implemented by the company is best available in the world in the field of Pre-engineered Buildings.

SUBSIDIARY COMPANY

M/s Silverline Cinemas Private Limited is the only Wholly Owned Subsidiary of the Company. Copies of the Balance Sheet, Profit & Loss Account and Reports of the Auditors'' and Directors'' of the Subsidiary Company have not been attached as per the consent granted by the Board of Directors of the Company in terms of general exemption granted by the Ministry of Corporate Affairs, Government of India under section 212(8) of the Companies Act, 1956 vide general circular no. 2/2011 dated 8th February, 2011. However as per the terms of general exemption, a statement containing brief financial details of the subsidiary company for the year ended 31st March, 2014 is included in the Annual Report. As required under the Listing agreement with the Stock Exchange, the Company has prepared the Consolidated Financial Statements of the Company and its subsidiary as per the Accounting Standard (AS) 21, Consolidated Financial Statements which form part of the Annual Report and Accounts.

The Annual Accounts of the subsidiary company and the related detailed information shall be made available to shareholders of the Company seeking such information. The Annual Accounts of the subsidiary company are also kept for inspection by any shareholder at the registered office of your Company.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

A Company holds fiduciary relationship with its stakeholders and community, where the Board of Directors of the Company acts as trustee to all the stakeholders of the Company to enhance the stakeholder''s value and protect their interest. Your Company is committed to benchmark itself with global standards in all areas including appropriate standards for Good Corporate Governance. Towards this end, an effective corporate governance system has been put in place in the Company, which also ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with. A report on Corporate Governance along with Certificate on its compliance from Ms. Pooja Anand, Company Secretary in Practice is enclosed with this Annual Report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on behalf of the Board of Directors For Era Buildsys Ltd. [Formerly known as Era E-Zone (India) Limited]

Place: Noida (Amit Bharana) Date: 14th August,2014 Chairman & Whole Time Director (DIN: 01291420)

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Mar 31, 2013

Dear Members, of Era Buildsys Limited

The Directors have pleasure in presenting the 21st Annual Report along with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial results for the year under review are summarized below for your consideration:

(Rs.In Lakhs) PARTICULARS Year ended Year ended 31st March, 2013 31st March, 2012

Total Income 48399.31 1073.83

Profit before Depreciation & Tax 2674.14 23.67

Less : Depreciation 1161.50 73.12

Profit/Loss before tax 1512.64 (49.45)

Less : Tax Expenses

Current Tax 257.37

Deferred Tax 184.14

Add: Mat Credit Entitlement 257.37

Profit /Loss after Tax 1328.5 (49.45)

Surplus/(deficit) carried to Balance sheet 17248.21 409.74

REVIEW OF OPERATIONS

The Financial Year ended 31st March, 2013 shows the post-merger figures of the Company. The total income of the Company for the current financial year stood at Rs. 48399.31 lacs and Company has earned a net profit of Rs. 1328.50 lacs. However previous year figures are not comparable as the current year figures pertains to the merged entity.

No material changes have occurred since the date of the Balance sheet and this report, which has any adverse effect on the working of the company except the approval of composite scheme of arrangement & amalgamation obtained from Hon''able High Court of Delhi.

SANCTION OF THE COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION

The Hon''ble Delhi High Court by order dated 31st July,2013 has sanctioned the Composite Scheme of Arrangement and Amalgamation of Era Buildsys Limited with Era E-Zone (India) Limited w.e.f. 1st April, 2012. In terms of the said sanctioned scheme the name of Era E-Zone (India) Limited (Transferee Company) is to be changed to Era Buildsys Limited. Note No. 38 of the Notes forming part of the Financial Statements give the salient features of the said sanctioned scheme. Since the figures of the previous year of both Companies cannot be merged for the purpose of comparison due to the effect of the Amalgamation in the Financial Statements for the year ended 31st March, 2013, the previous year figures for the year ended 31st March, 2012 have been given on standalone basis of the Company (Era E-Zone (India) Limited).

FUTURE PROSPECTS

With the sanction of Composite scheme of Arrangement and Amalgamation by Hon''ble High Court of Delhi, the Company is all set to start its new innings by entering into Pre-Engineered Buildings sector. The Amalgamation has enabled seamless integration of operational scale and financial synergies that existed between the two companies. As can easily depicted from the financial figures of 31st March, 2013, consequent to Amalgamation, the Company''s turnover and profitability has increased many folds and will continue to see a upswing due to strong industrial & infrastructure development in the Country. The Company will also continue with its business of operating Cinemas/Multiplexes and is in the process of starting one more cinema, at Dharuhera, Haryana.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits under section 58A of the Companies Act, 1956. There are no unclaimed or unpaid deposits lying outstanding as at 31st March, 2013.

DIVIDEND

In order to plough back profits for the future requirements of the Company, your directors do not recommend any dividend for the year ended 31st March, 2013.

DIRECTORS

Mr. S.D. Kapoor, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

Mr. A.K. Mehta resigned from the directorship of the Company w.e.f. 05.11.2013 and Mr. Amit Bharana, holding the position of director has been appointed as a whole time director w.e.f. 05.11.2013. Further Mr. A.K. Seth holding the position of whole time director in the transferor company before merger has also been appointed as an additional director and whole time director of the company w.e.f 05.11.2013.

AUDIT COMMITTEE

Consequent to the resignation of Mr. A.K. Mehta, the Board of Directors of the Company have reconstituted Audit Committee, which now consists of Mr. S. D. Sharma, as its Chairman and Mr. S.D. Kapoor and Mr. Amit Bharana as its members in Pursuant to the provisions of Section 292A of the Companies Act, 1956 and clause 49 of the Listing Agreements. Audit Committee has all powers and authorities as provided under the aforesaid provisions of the Act and the Listing Agreement.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217(2AA) of the Companies Act, 1956, your directors state and confirm that:

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

ii) Accounting policies selected were applied consistently, reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2013 and of the profit of the Company for the year ended on that date;

iii) 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;

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

AUDITORS

M/s. P.C. Bindal & Co., Chartered Accountants, retires at the conclusion of the forthcoming Annual General Meeting of the Company and are eligible for re-appointment. A certificate has been obtained from them to the effect that their re-appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956. The Audit Committee and your Board recommends their reappointment as Auditors of the Company for another term.

AUDITORS REPORT

There are no adverse qualifications in the report which need to be explained here.

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956

There is no employee in the Company in respect of whom particulars as required to be furnished u/s 217(2A) of the Companies Act, 1956 and rules made there under are to given.

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

Information in accordance with the provisions of 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 regarding the conservation of energy and technology absorption is given as under:

CONSERVATION OF ENERGY:

The Company lays great emphasis on savings in the cost of energy consumption. Achieving reduction in the per unit consumption of energy is an ongoing exercise in the Company, this includes periodical check-ups, preventive maintenance and calibration of all electrical instruments & machineries. Effective measures have been taken to minimize the loss of energy as far as possible.

TECHNOLOGY ABSORPTION:

Your Company deploys latest updated technologies such as Highway Girders, Pipe Racks to the level of 2800 mm height of beam manufacturing with automatic welding, CNC punching & shearing, CNC sheet profiling and Multi torch flame cutting. This technology implemented by the company is best available in the world in the field of Pre-engineered Buildings.

The foreign exchange earning/outgo during the year are as under: ( Rs. in lacs )

Current Year Previous Year

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo 1.20 Nil

SUBSIDIARY COMPANY

M/s Silverline Cinemas Private Limited is the only Wholly Owned Subsidiary of the Company. Copies of the Balance Sheet, Profit & Loss Account and Reports of the Auditors and Director''s of the Subsidiary Company have not been attached as per the consent granted by the Board of Directors of the Company in terms of general exemption granted by the Ministry of Corporate Affairs, Government of India under section 212(8) of the Companies Act, 1956 vide general circular no. 2/2011 dated 8th February, 2011. However as per the terms of general exemption, a statement containing brief financial details of the subsidiary company for the year ended 31st March, 2013 is included in the Annual Report. As required under the Listing agreement with the Stock Exchange, the Company has prepared the Consolidated Financial Statements of the Company and its subsidiary as per the Accounting Standard (AS) 21, Consolidated Financial Statements which form part of the Annual Report and Accounts.

The Annual Accounts of the subsidiary company and the related detailed information shall be made available to shareholders of the Company seeking such information. The Annual Accounts of the subsidiary company are also kept for inspection by any shareholder at the registered office of your Company.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

A Company holds fiduciary relationship with its stakeholders and community, where the Board of Directors of the Company acts as trustee to all the stakeholders of the Company to enhance the stakeholder''s value and protect their interest. Your Company is committed to benchmark itself with global standards in all areas including appropriate standards for Good Corporate Governance. Towards this end, an effective corporate governance system has been put in place in the Company, which also ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with. A report on Corporate Governance along with Certificate on its compliance from Mr. R.S. Bhatia, Company Secretary in Practice is enclosed with this Annual Report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on behalf of the Board of Directors

For Era Buildsys Ltd.

[Formerly known as Era E-Zone (India) Limited]

Place :Noida (Amit Bharana) (A.K. Seth)

Date : 5th November, 2013 Whole Time Director Whole Time Director

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Mar 31, 2012

To The Members of Era E-Zone (India) Limited

The Directors have pleasure in presenting the 20th Annual Report along with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial results for the year under review are summarized below for your consideration:

(Rs. In Lakhs)

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

Total Income 1073.83 862.37

Profit before Depreciation & Tax 23.67 (233.11)

Depreciation 73.12 72.94

Profit/Loss before tax (49.45) (306.05)

Tax Expenses:

Current Tax - -

Deferred Tax - -

Deferred Tax Assets Reversed - 130.85

Profit /Loss after Tax (49.45) (436.91)

Surplus/(deficit) carried to Balance sheet 409.74 459.19

REVIEW OF OPERATIONS

Due to continuous efforts in improving the operational efficiency of the Company, the total income of the company has been increased to Rs. 1073.83 lacs for the financial year ended 31st March, 2012 as compared to the total income of Rs. 862.37 lacs earned in the previous financial year and Company's net loss for the financial year ended 31st March, 2012 has been reduced to Rs. 49.45 lacs as compared to a net loss of Rs 436.91 lacs incurred in the previous financial year.

No material changes have occurred since the date of the Balance sheet and this report, which has any adverse effect on the working of the company.

FUTURE PROSPECTS

At present your Company is carrying on the business of Cinemas/Multiplexes and Food Courts. As a diversification option Company has planned to enter into a new line of activity i.e. all types of building construction materials and pre-fabricated building structure and similar activities. In this regard, Company has already changed its objects by altering its Memorandum of Association and the Board of Directors of the Company has also approved the merger of one of our group company carrying the above mentioned objects with our Company and further for effecting the said scheme, Bombay Stock Exchange has also granted its no objection to the proposed scheme of merger. If the said scheme is approved by the Hon'ble High Court at Delhi, your Company's turnover and profitability will increase many folds as the company being merged has a good standing.

PUBLIC DEPOSITS

Your Company does not accept public deposits under section 58A of the Companies Act, 1956. There are no unclaimed or unpaid deposits as at 31st March, 2012.

DIVIDEND

In view of the losses incurred during the year, the Directors express their inability to recommend dividend.

DIRECTORS

Mr. S.D. Sharma, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment.

AUDIT COMMITTEE

Pursuant to the provisions of Section 292 A of the Companies Act, 1956 and clause 49 of the Listing Agreement, the Board of Directors of the Company have a Committee of Board of Directors known as Audit Committee, which consists of Mr. S. D. Sharma, as its Chairman and Mr. A. K. Mehta and Mr. S.D. Kapoor, as its members. Audit Committee has all powers and authorities as provided under the aforesaid provisions of the Act and the Listing Agreement.

PREFERENTIAL ISSUE

During the financial year, 127,00,000 Equity Shares were allotted upon conversion of Warrants on the basis of option exercised by the Warrant Holders . No further instrument is pending for conversion as on date of this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217(2AA) of the Companies Act, 1956, your directors state and confirm that:

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

ii) Accounting Policies selected were applied consistently, reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2012 and of the loss of the Company for the year ended on that date;

iii) 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;

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

AUDITORS

M/s. P.C. Bindal & Co., Chartered Accountants, retires at the conclusion of the forthcoming Annual General Meeting of the Company and are eligible for re-appointment. A certificate has been obtained from them to the effect that their re-appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956. The Audit Committee and your Board recommends their reappointment as Auditors of the Company.

AUDITORS REPORT

There are no adverse qualifications in the report which need to be explained here.

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956

There is no employee in the Company whose particulars as required to be furnished u/s 217(2A) of the Companies Act, 1956 and rules made there under.

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

Information in accordance with the provisions of 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 regarding the conservation of energy and technology absorption are not given as the Company has not undertaken any manufacturing activity. Still it endeavors to save the energy wherever possible at all levels of operation.

Further, your Company does not use any foreign technology which needs to be absorbed.

The foreign exchange earning/outgo during the year are as under:

( in $)

Current Year Previous Year

Foreign Exchange Earning Nil Nil

Foreign Exchange Outgo Nil Nil

SUBSIDIARY COMPANY

M/s Silverline Cinemas Private Limited is the only Wholly Owned Subsidiary of the Company. Copies of the Balance Sheet, Profit & Loss Account and Reports of the Auditors' and Directors' of the Subsidiary Company have not been attached as per the consent granted by the Board of Directors of the Company in terms of general exemption granted by the Ministry of Corporate Affairs, Government of India under section 212(8) of the Companies Act, 1956 vide general circular no. 2/2011 dated 8th February, 2011. However as per the terms of general exemption, a statement containing brief financial details of the subsidiary company for the year ended 31st March, 2012 is included in the Annual Report. As required under the Listing agreement with the Stock Exchange, the Company has prepared the Consolidated Financial Statements of the Company and its subsidiary as per the Accounting Standard (AS) 21, Consolidated Financial Statements which form part of the Annual Report.

The Annual Accounts of the subsidiary company and the related detailed information shall be made available to shareholders of the Company seeking such information. The Annual Accounts of the subsidiary company are also kept for inspection by any shareholder at the registered office of your Company.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

A Company holds fiduciary relationship with its stakeholders and community, where the Board of Directors of the Company acts as trustee to all the stakeholders of the Company to enhance the stakeholders value and protect their interest. Your Company is committed to benchmark itself with global standards in all areas including appropriate standards for Good Corporate Governance. Towards this end, an effective corporate governance system has been put in place in the Company, which also ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with. A report on Corporate Governance along with Certificate on its compliance from Mr. R.S. Bhatia, Company Secretary in Practice is enclosed with this Annual Report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on behalf of the Board of Directors

Place : New Delhi (H.S. Bharana)

Date : 14th August, 2012 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting their 18th Annual Report along with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

The financial results for the year under review are summarized below for your consideration:

(Rs. in lakhs)

PARTICULARS Year ended Year ended

31st March, 2010 31st March, 2009

Total Income 813.14 2505.23

Profit before Depreciation & tax (232.49) (62.59)

Depreciation 82.59 45.45

Profit/Loss before tax (315.08) (108.04)

Tax Expenses:

Current Tax - -

Earlier Year Tax - -

Deferred Tax (97.44) (33.23)

Fringe Benefit Tax - 0.90

Profit /Loss after Tax (217.64) (75.71)

Surplus/(deficit ) carried to Balance sheet 896.10 1113.74

REVIEW OF OPERATIONS

For the financial year ended 31st March, 2010, the total income of the company was Rs. 813.14 Lacs as compared to an income of Rs. 2505.23 Lacs for the year ended 31st March, 2009.

The Company incurred a net loss of Rs. 217.64 Lacs for the year ended 31st March, 2010 as compared to a net loss of Rs. 75.71 Lacs for the year ended 31st March 2009.

No material changes having adverse effect on the working of the company have occured between the end of the financial year and the date of this report.

FUTURE PROSPECT

At Present our Company is focusing on Multiplexes and Entertainment Sectors. The opportunities in these sectors are vast. Your Company has drawn expansion plans which are discussed in details in Management Discussion and Analysis attached to this report.

PUBLIC DEPOSITS

Your Company does not accept public deposits. There are no unclaimed or unpaid deposits as at 31st March, 2010.

DIVIDEND

In View of the losses incurred during the year, the directors express their inability to recommend dividend.

DIRECTORS

Mr. A.K. Mehta and Mr. Ajay Kumar Mishra, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

AUDIT COMMITTEE

Pursuant to the provisions of Section 292A of the Companies Act, 1956, the Board of Directors of the Company have a Committee of Board of Directors known as Audit Committee, which consists of Mr. S. D. Sharma, as its chairman and Mr. A. K. Mehta & Mr. S.D. Kapoor, as its members. Audit Committee has all powers and authority as provided under the aforesaid provisions of the act and listing agreement.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance with the accounting and financial reporting requirements under section 217(2AA) of the Companies (Amendment) Act, 2000, in respect of financial statements, your directors state and confirm that:

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

ii. Accounting policies selected were applied consistently, reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2010 and of the loss of the Company for the year ended on that date;

iii. 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;

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

AUDITORS

M/s. P.C. Bindal & Co., Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re- appointment. A certificate has been obtained from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

There are no adverse qualifications in the report which need to be explained here.

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT, 1956

The particular of employees as required u/s 217(2A) of the Companies Act, 1956 read with the Companies (Particular of Employees) Rules, 1975 are given below:

Name Mr. Amit Bharana

Designation Managing Director Remuneration received Rs. 18,41,323/-

Nature of employment Contractual

Nature of duties of the employee Looking after all the day to day managerial and

operational activities of the Company

Qualification & experience of the employee MBA from Central Queensland University, Australia and having the experience of more than 4 years

Date of commencement of employment 29.09.2008

Age of the employee 29 years

Last Employment Era Landmarks Ltd

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

Information in accordance with the provisions of 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 regarding the conservation of energy and technology absorption are not given as the Company has not undertaken any manufacturing activity. Still it endeavors to save the energy wherever possible at all levels of operation.

Further, your Company does not use any foreign technology which needs to be absorbed.

The foreign exchange earning/outgo during the year are as under:

Current Year Previous Year

Foreign Exchange Earning: Nil Nil

Foreign Exchange Outgo : Nil Nil

SUBSIDIARIES

Silverline Cinemas Private Limited is the only Wholly Owned Subsidiary of the Company pursuant to provisions of Section 212 of the Companies Act, 1956, the Audited Statement of Accounts for the year ended 31st March, 2010 together with the report of Directors and the Auditors and also the Statement of interest in Subsidiary Company is attached to Balance Sheet.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

A Company hold fiduciary relationship with its stakeholders and community, where the Board of Directors of the Company acts as trustee to all the stakeholders of the Company to enhance the stakeholders value and protect their interest. Your Company is committed to benchmark itself with global standards in all areas including appropriate standards for Good Corporate Governance. Towards this end, an effective Corporate Governance System has been put in place in the Company, which also ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with. A report on Corporate Governance along with Certificate on its compliance from Mr. R.S. Bhatia, Company Secretary in Practice is enclosed with this Annual Report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on behalf of the Board of Directors

Place : New Delhi H.S. Bharana

Date : 28th June, 2010 Chairman