Notes to Accounts of Baba Arts Ltd.

Mar 31, 2023

(a) Of the above, trade receivable due from related party is Rs. 23.74 Lakhs (Previous Year Rs. 13.64 Lakhs) (refer note no. 28)

(b) The company has used a practical expedient for computing expected credit loss allowance for trade receivables, taking into account historical credit loss experience and future foreseeable credit loss and accordingly, provisions are made for expected credit loss for amounts due from customers where necessary

24. Contingent Liability -A. Maharashtra Value Added Tax:

i) Demand of Rs. 2,853/- (including interest of Rs. 1,853/-) towards MVAT for the year 2013-14 raised by the Dy. Commissioner of Sales Tax, Mumbai on account of disallowance of input tax credit of Rs. 23,21,351/-. As per VAT return for the year 2013-14 filed by the Company there was a refund of Rs. 23,22,304/-, however due to disallowance of input tax credit of Rs. 23,21,351/- by the Dy. Commissioner of Sales Tax an amount of Rs. 1,000/- is determined as payable and with interest of Rs. 1853/- the total demand is of Rs. 2,853/-. The Company has filed an appeal before the Commissioner of Sales Tax, Mumbai against the said order of Dy. Commissioner of Sales Tax and the Company is confident that the demand of Rs. 2,853/- will be withdrawn and there will be no liability towards the same. In the meantime after the date of these financial statements the Company has paid full amount of Rs. 2,853/- to the Sales Tax Department.

B. Service Tax

The Company had received show cause cum demand notice in respect of FY 2011-12 to 2014-15 for an amount of Rs. 7,64,70,058/- plus appropriate interest and penalty from Dy. Commissioner of Service Tax, Mumbai VI. The Company had replied to the said show cause cum demand notice and contested the said demand before the Commissioner of Service Tax, Mumbai VI. The Commissioner of Service Tax Mumbai VI has confirmed the said demand vide his order dated 28/02/2018 issued on 14/03/2018 and the Company has filed an appeal before CESTAT, Mumbai against the said order of the Commissioner of Service Tax and is confident that the said demand will be withdrawn as such the Company does not expect any liability on this account.

Note: Considering the nature of disputes and dependency on decisions pending with various forums, it is not practicable for the Company to estimate the timing of cash outflows at this stage with respect to the above contingent liabilities.

29. Disclosure as per Regulation 34 (3) and 53 (f) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

a) Loans and Advances to Subsidiary Companies: Rs Nil

b) Loans and Advances to Associate Companies: Rs Nil

c) Loans and Advances to Associate Companies/ firms in which Directors are Interested (excluding Subsidiary and Associate Companies): Rs Nil.

30. Details of Loan given, Investments made, Guarantees given and Securities provided during the year covered under Section 186 (4) of the Companies Act, 2013.31. Disclosures as per IND AS - 19 - Employee BenefitsA) Defined Contribution Plan

The contributions to the Provident Fund of certain employees are made to a Government administered Provident Fund and there are no further obligations beyond making such contribution.The Company recognized Rs. 0.72 Lacs for year ended March 31,2023. (Rs. 0.27 Lakhs for March 31,2022) contributions in the Statement of Profit and Loss. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

B) Defined Benefit Plans

The Company operates a gratuity plan covering qualifying employees. The benefit payable is as per the Payment of Gratuity Act, 1972. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting. The Company makes annual contribution to the group gratuity scheme administered by the Life Insurance Corporation of India through its Gratuity Trust Fund.

32. Leases

A contract is, or contains a lease, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Company as a Lessee

The Company does not have any contract where the Company is a lessee of any asset.

33. Financial Instruments and Risk Factors A. Fair Value Measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, in the most advantageous market to which the Company has access at that date. The fair value of a liability reflects its non-performance risk. The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price i.e. fair value of the consideration given or received.

Previous Year figures are given in brackets.

The carrying value of trade receivables, cash and cash equivalents, other bank balances, current loans, trade payables and other financial assets and liabilities are considered to be the same as their fair values due to their short-term nature. The fair value of non-current financial assets is not materially different than its carrying value.

The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used in valuation technique. The hierarchy gives highest priority to quoted prices in active market for identical assets or liabilities (Level 1 measurement) and lowest priority to unobservable inputs (Level 3 measurement). The categories used are as follows:

Level - 1: Hierarchy includes financial instruments measured using quoted price. Mutual funds are valued at the closing NAV.

Level - 2: The fair value of financial instruments that are not traded in an active market is determined using valuation technique which maximize the use of observable market data and rely as little as possible on entity - specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level - 2.

Level - 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level - 3.

B. Financial Risk Management

The Company’s business activities expose it to various risks viz: market risk, credit risk, liquidity risk. The Board of Directors of the Company has approved a risk management policy to address and mitigate the risks associated with the business of the Company. The Board of Directors of the Company regularly monitors and reviews the risks and takes actions to respond to and mitigate the risks.

Various sources of risks and their management in the financial statements is given below:

Credit Risks

Credit risk arises on account of credit exposure to customers, loans given to parties, security deposits given, deposits with banks and financial institution. The credit risk is assessed and managed on an ongoing basis. The Company uses its internal market intelligence while dealing with the customers and parties to whom loans are given. The Company manages the credit risk based on internal rating system. The Company has dealings only with nationalized and high rated private banks and financial institutions for its banking transactions and placement of deposits.

Default of a financial asset occurs when the counterparty fails to make contractual payment within 365 days of due date of payment. This definition of default is determined by considering the business environment in which the entity operates, ongoing business relationship with the counterpart and other macro - economic factors.

Liquidity Risk Management

Liquidity risk management involves management of the Company’s short-, medium- and long-term fund requirement efficiently by maintaining sufficient cash and cash equivalent and availability of funding through adequate amount of committed credit facilities to meet the obligations when due. The management of the Company manages the liquidity risk by maintaining adequate surplus cash in short term deposits. The management regularly monitors the forecast of liquidity position and cash and cash equivalents on the basis of expected cash flows.

Market Risk

Market risk can arise on account of fluctuation in future market prices which will impact the fair value or future cash flows of financial instruments. The fluctuation in market price can be in the form of Currency Risk, Interest Rate Risk or other price risk such as Equity Price Risk. The Company is not exposed to Currency Risk as it does not have any foreign exchange exposure. Similarly the Company does not have any equity price risk as it does not have any material investment in equity shares nor does the Company trade in any investment. The Company manages Interest Rate Risk on its loan exposures by controlling the exposure within acceptable parameters and at the same time getting optimum returns on its surplus funds.

Foreign Currency Risk

The fluctuation in foreign currency exchange rates may have potential impact on the income statement and equity, where transaction references more than one currency or where assets/liabilities are denominated in currency other than functional currency of the entity. Considering the countries and economic development in which Company operates, its operations are subject to risks arising from fluctuations in exchange rate in those countries. The Company primarily is working in the local environment hence it is not exposed to major foreign currency risks.

34. Capital Management

The objectives of capital management are:

a. Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for the other stakeholders and

b. Maintain an optimal capital structure to reduce the cost of capital.

The Company does not have any exposure towards debt. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividend paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

35. Segment Information

The Company’s Managing Director is the Chief Operating Decision Maker (CODM). Based on his examination of Company’s performance from a product and geographical perspective he has identified following three business segments of the Company:

(a) Trading in IPR of Films Rights

(b) Production & Distribution of Films & TV Serials

(c) Digital Media Content (Previous Year - Post Production Services)

The CODM uses a measure of profit & loss before tax to assess the performance of the operating segments. He also reviews the information about the segment revenue and assets on quarterly basis. (Refer annexure 1)

Geographical Revenue is allocated based on location of customer

Information of major customers

Revenue from three customers individually accounted for more than 10% of the total revenue for the year ended 31st March 2023 (31st March 2022: One Customer more than 10%)

37. The Company has not received any disclosure from vendors regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to amount unpaid as at year end together with interest paid or payable under this act are not stated in these financials.

38. The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post- employment benefits received Presidential assent In September 2020. The Code has been published In the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related Impact In the period the Code becomes effective.

39. As per the MCA notification dated August 05, 2022, the Central Government has notified the Companies (Accounts) Fourth Amendment Rules, 2022. As per the amended rules, the Companies are required to maintain back-up of the books of account and other relevant books and papers in electronic mode that should be accessible in India at all the time. Also, the Companies are required to create backup of accounts on servers physically located in India on a daily basis.

The books of account along with other relevant records and papers of the Company are maintained in electronic mode. These are readily accessible in India at all times and a backup is maintained on server physically located in India for back-up of books of account and other relevant books and papers, on a daily basis, pursuant to the amendment.

40. Corporate Social Responsibility (CSR)

The Company does not meet the applicability threshold limit as prescribed under Section 135 of the Companies Act, 2013and as such the Company was not required to spend any amount towards CSR.

41. Other Statutory Information

• The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

• The Company did not have any transactions with Companies struck off.

• The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period

• The has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding that the intermediary shall:

> Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

> Provide any guarantee, security or like to or on behalf of the Ultimate Beneficiaries

• The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

> Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (Ultimate Beneficiaries)

> Provide any guarantee, security or the like on the behalf of the Ultimate Beneficiaries,

• The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under Income Tax Act, 1961 (such as, search or survey or any other relevant pro Income Tax Act, 1961).

• The Company has not been declared willful defaulter by any bank or financial institution or other lender.

• The Company does not have any scheme of arrangements which have been approved by the Competent Authority in terms of Section 230 to 237 of the Act.

• The Company does not have any subsidiary and therefore provision regarding the number of layers prescribed under Section of Section 2 (87) of the Act read with the Companies(Restriction on number of layers) Rules, 2017 is not applicable to the Company.

42. There are no material transactions with respect to struck off companies as mentioned under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

43. Previous year’s figures have been regrouped/ rearranged wherever considered necessary.

44. The Notes referred to above form an integral part of Balance Sheet and Profit & Loss Account.

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Mar 31, 2015

1. Term Loan facility is secured by

a. exclusive first charge on all tangible and intangible assests, including film negative rights, IPR, and film exploitation rights present and future of the film "Action Jackson".(The Film)

b. Exclusive First Charge on all revenues / receivables of the film.

c. First Charge on IPR of various films.

2. Cash Credit facility is secured by way of hypothecation of book debts and receivables, satellite rights/ IPR of various films and TV Serials.

3. Term Loan and Cash Credit both facilities are further secured by:

a. Equitable Mortgage of Immovable Property belonging to the Company situated at Mumbai.

b. Pledge of Three Crore Shares of the Company held by the Managing Director of the Company constituting 49.85% of his shareholding in the Company.

c. Hypothecation of Plant & Machinery of the Company

d. Personal Guarantee of the Managing Director of the Company

4. Contingent Liability -

A. Income Tax:

i) Penalty of Rs. 542,540/- levied U/s 271(1 )(c) of the Income Tax Act, 1961 by Dy. Commissioner of Income Tax - 8(1) in respect of alleged concealment of income for the A.Y 2011-12.

The Company has preferred an appeal against the said demand before the Commissioner of Income Tax and the Company is confident that the said demand will be dropped and no liability will arise against the Company.

ii) Demand of Rs. 1,754,329/- (which includes Tax of Rs. 212,437/- and interest of Rs. 1,541,982) in respect of alleged bogus purchase raised by Asstt. Commissioner of Income Tax -9(2)(1) for the A.Y 2009-10.

The Company has filed a letter for rectification of the said order as the Asstt. Commissioner of Income Tax has not given credit towards TDS for an amount of Rs.1,101,082/-.The Company has already provided for the tax demand of Rs. 212,437/- and does not expect any further liability.

B. Maharashtra Value Added Tax:

i) Demand of Rs. 16,781,560/- towards MVAT and Rs. 61,256/- towards CST for the year 2010-11 raised by Dy. Commissioner of Sales Tax, Mumbai towards alleged excess Set Off Claimed by the Company.

The Company has filed an appeal against the said order before the Joint Commissioner of Sales Tax (Appeals), Mumbai and is confident that the said demand will be withdrawn as such the Company does not expect any liability on this account.

5. Related Party Disclosure as per Accounting Standard (AS) 18 A. List of related parties.

a. Key Management Personnel

(i) Shri Gordhan P. Tanwani - Chairman & Managing Director.

b. Relatives of Key Management Personnel:

(i) Smt. Jyoti G. Tanwani - Wife

(ii) Shri Nikhil G. Tanwani - Son

(iii) Shri Rahul G. Tanwani - Son

(iv) Gordhan P Tanwani (HUF)

(v) Shri Raju P Tanwani - Brother

c. Other related parties (Companies in which director or their relatives have significant influence)

(i) Bhagwati Media Pvt. Ltd.

(ii) Larry's Electronics Pvt Ltd.

(iii) Bhagwati Holdings Pvt. Ltd.

(iv) M/s. Baba Developers

(v) M/s. Super Plast

(vi) M/s. Baba Digital

(vii) M/s. Om Enterprises

6. Disclosure as per clause 32 of The Listing Agreement

a) Loans and Advances to subsidiary companies: Rs. Nil

b) Loans and Advances to associate companies: Rs. Nil

c) Loans and Advances to associate companies/ firms in which directors are interested (excluding subsidiary and associate companies): Rs. Nil

7. Previous year's figures have been regrouped/ rearranged wherever considered necessary.

8. The Notes referred to above form an integral part of Balance Sheet and Profit & Loss Account.

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Mar 31, 2014

1. CASH FLOW FROM FINANCIAL ACTIVITIES:

1 The above cash flow statement has been prepared under the indirect method as set out in Accounting Standard - 3 issued by the Institute of Chartered Accountants of India.

2 Cash and cash equivalents consists of Cash on hand and Balance with banks including Fixed Deposits with Bank.

3 Previous year''s figures have been regrouped/rearranged wherever necessary.

2.SHARE CAPITAL

(a) Authorised Share Capital

Notes:

1) 5,16,00,000 equity shares of Re. 1/- each fully paid issued by way of Bonus Shares by utilisation of Securities Premium and Reserves.

2) 1,29,00,000 equity shares of Rs. 4/- each were subdivided into 5,16,00,000 equity shares of Re. 1/- each pursuant to the special resolution passed at the AGM held on 29th September, 2009.

3) 28,49,530 equity shares issued on conversion of Optionally Fully Convertible Warrants.

3. SHORT TERM BORROWINGS

Notes:

1. Term Loan facility is secured by

a. exclusive first charge on all tangible and intangible assests, including film negative rights, IPR, and film exploitation rights present and future of the film"Action Jackson".(The Film)

b. Exclusive First Charge on all revenues / receivables of the film.

c. First Charge on IPR of various films.

2. Cash Credit facility is secured by way of hypothecation of book debts and receivables, satellite rights/ IPRs of various films and TV Serials.

3. Term Loan and Cash Credit both facilities are further secured by:

a. Equitable Mortgage of Immovable Property belonging to the Company situated at Mumbai.

b. Pledge of Three Crore Shares of the Company hled by the Managing Director of the Company constituting 46.55% of his shareholding in the Company.

c. Hypothecation of Plant & Machinery of the Company

d. Personal Guarantee of the Managing Director of the Company

4. TRADE PAYABLES

Note: Based on information of status of suppliers to the extent received by the Company,there are no micro and small enterprises included in trade payables to whom the payments are outstanding for a period of more than 45 days.Further, the Company has not received any Memorandum (as required to be filed by the suppliers with the suppliers with notified authority under Micro,Small and Medium Enterprises Development Act,2006) claiming thier status. Consequently, the amount paid/payable to these during the year is Rs. Nil,(Previous Year Rs. Nil)

6. Contingent Liability -

A. Service Tax:

i) Penalty for Non Filing of Service Tax Return for the period from October, 2008 to March, 2011 - Rs. 25,000/- The Company has filed appeal against the levy of penalty before the Dy. Commissioner of Service Tax, Div IV, Mumbai II. The Company is confident that no liability will arise against the demand.

ii) Show Cause cum Demand Notice issued by Assistant Commissioner (Audit) Service Tax, Mumbai - II for Rs. 497,409/- towards alleged wrong Cenvat Credit taken and utilized including Education Cess and Higher Secondary Education Cess, plus Interest and Penalty (amount unascertainable at present).

The Company has filed its reply to the said show cause cum demand notice and the matter is currently pending with Assistant Commissioner (Audit), Service Tax, Mumbai - II for further hearing. Based on the documents and other information furnished, the Company is confident that the said demand will be dropped.

B. Income Tax:

iii) Demand of Rs. 18,625,199/- (including interest of Rs. 4,930,200) towards short payment of Tax Deducted at Source under Section 194J of the Income Tax Act for A.Y. 2012-13 raised by Dy. Commissioner of Income Tax (TDS) - 1 (1), Mumbai.

Actual liability towards payment of TDS under Section 194J for the A.Y. 2012-13 for the year was Rs. 6,406,683/- and not Rs. 13,694,999/- as assessed by the Dy. Commissioner of Income Tax - TDS. The Company had already paid the said amount of TDS of Rs. 6,406,683/- within the stipulated time and as such the above demand for Rs. 18,625,199/- (including interest of Rs. 4,930,200/-) is wrongly raised against the Company.

The Company has filed an application for rectification of the said order Under Section 154 of the Income Tax Act, 1961. Further by way of abundant caution the Company has also filed an appeal against the said order before Commissioner of Income Tax (Appeals), Mumbai and the company is confident that the said wrongful demand will be withdrawn and no liability will arise in respect of the said demand.

C. Maharashtra Value Added Tax:

iv) Demand of Rs. 28,114,579/- (including interest of Rs. 6,383,503 and Penalty of Rs. 10,865,538/-) in respect of short payment of Maharashtra Value Added Tax (MVAT) for the Financial Year 2009-10 raised by the Dy. Commissioner of Sales Tax, Mumbai.

The Company has field an appeal against the said demand before the Joint Commissioner of Sales Tax (Appeal) -I and the Company is confident that the said demand will be dropped and no liability will arise against the company.

8. In the opinion of the Board and to the best of their knowledge and belief, the value on realization of the Current Assets, Loans & Advances in the ordinary course of the business will not be less than the value stated in the Balance Sheet and provision for all known liabilities are adequate and not in excess of the amount reasonably required to be provided.

9. Related Party Disclosure as per Accounting Standard (AS) 18

A. List of related parties.

a. Key Management Personnel

(i) Shri Gordhan P. Tanwani - Chairman & Managing Director.

b. Relatives of Key Management Personnel:

(i) Smt Jyoti G. Tanwani - Wife

(ii) Shri Nikhil G. Tanwani - Son

(iii) Shri Rahul G. Tanwani - Son

(iv) Gordhan P. Tanwani (HUF)

(v) Shri Raju P. Tanwani - Brother

c. Other related parties (Companies in which director or their relatives have significant influence)

a. Bhagwati Media Pvt. Ltd.

b. Larry''s Electronics Pvt Ltd.

c. Bhagwati Holdings Pvt. Ltd.

d. M/s. Baba Developers

e. M/s. Super Plast

f. M/s. Baba Digital

g. M/s. Om Enterprises

10. Disclosure as per clause 32 of The Listing Agreement

a) Loans and Advances to Subsidiary Companies: Rs Nil

b) Loans and Advances to Associate Companies: Rs Nil

c) Loans and Advances to Associate Companies/ firms in which directors are interested (excluding Subsidiary and Associate Companies): Rs Nil

11. Segment Information

The Company is at present engaged in main business segments of Trading in IPR of Films & Film and TV Serial Production.

These Business Segments have been identified in line with Accounting Standard (AS) - 17"Segment Reporting"

Segment revenue results include amounts identifiable to each segment. Other unallocable expenditure includes revenues and expenditure, which are not directly identifiable to the individual segment as well as expenses, which relate to the Company as a whole.

12. Previous year''s figures have been regrouped/ rearranged wherever considered necessary.

13. The Notes referred to above form an integral part of Balance Sheet and Profit & Loss Account.

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Mar 31, 2013

1 Contingent Liability-

a. Show Cause cum Demand notice for Short Payment of Service Tax for the year 2007-08 - Rs. 67158/- plus interest.

b. Show Cause cum Demand notice towards Penalty for Non Filing of Service Tax Return for the period from October, 2008 to March, 2011 - Rs. 100,000/-

The Company has contested both the demands before the Dy Commissioner of Service Tax, Div IV, Mumbai II. The Company is confident that no liability will arise against both the demands except for Rs. 3541/- which has already been paid by the company.

2. Remuneration to Directors:

Remuneration paid during the year ended 31st March, 2013 to Chairman & Managing Director Rs. Nil (P.Y. Nil). Sitting Fees paid to Non- Executive/ Independent Directors -

3. In the opinion of the Board and to the best of their knowledge and belief, the value on realization of the Current Assets, Loans & Advances in the ordinary course of the business will not be less than the value stated in the Balance Sheet and provision for all known liabilities are adequate and not in excess of the amount reasonably required to be provided.

4. Balances in respect of the Debtors, Creditors, Advances and Deposits are subject to confirmation.

5. Related Party Disclosure as per Accounting Standard (AS) 18 A List of related parties.

a. Key Management Personnel

(i) Shri Gordhan P. Tanwani - Chairman & Managing Director.

b. Other related parties (companies in which director or their relatives have significant influence)

a. Bhagwati Media Pvt. Ltd. (Formerly-Baba Entertainments Pvt. Ltd.)

b. Larry''s Electronics Pvt Ltd.

c. Silgate Solutions Ltd.

d. Bhagwati Holdings Pvt. Ltd.

e. M/s. Baba Developers

f. M/s. Super Plast

g. M/s. Baba Digital

h. M/s. Om Enterprises

6. Disclosure as per clause 32 of The Lisiting Agreement

a) Loans and Advances to subsidiary companies: Rs Nil

b) Loans and Advances to associate companies: Rs Nil

c) Loans and Advances to associate companies/ firms in which directors are interested (excluding subsidiary and associate companies): Rs Nil

7. Segment Information

The Company is at present engaged in main business segments of Trading in IPR of Films & Film Production in Hindi

These Business Segments have been identified in line with Accounting Standard (AS) - 17 "Segment Reporting"

Segment revenue results include amounts identifiable to each segment. Other unallocable expenditure includes revenues and expenditure, which are not directly identifiable to the individual segment as well as expenses, which relate to the Company as a whole.

8. Previous year''s figures have been regrouped/ rearranged wherever considered necessary.

9. The Notes referred to above form an integral part of Balance Sheet and Profit & Loss Account.

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Mar 31, 2012

Notes:

1. 5,16,00,000 equity shares of Re. 1/- each fully paid issued by way of Bonus Shares by utilisation of Securities Premium and Reserves

2. 1,29,00,000 equity shares of Rs. 4/- each were subdivided into 5,16,00,000 equity shares of Re. 1/- each pursuant to the special resolution passed at the AGM held on 29th September, 2009.

3. 28,49,530 equity shares issued on conversion of Optionally Fully Convertible Warrants

Note: 1. The Cash Credit Facility is secured by Hypothecation of Book Debts / Receivables arising out of trading in Satellite Rights / IPR, Ownership Rights of various Films and T.V. Serials, Hypothecation of Plant & Machinery, Equitable Mortgage of Office Premises at Mumbai, Pledge of Three Crore Equity Shares of Re. 1/- each of Promoters constituting 51.18% of their holding and Personal Guarantee of the Managing Director of the Company.

1 Contingent Liability - Nil

2. Remuneration to Directors:

Remuneration paid during the year ended 31st March, 2012 to Chairman & Managing Director Rs. Nil (P.Y. Rs.26,99,970).

3. The Company has sent memorandum to suppliers covered under The Micro, Small and Medium Enterprises Development Act, 2006; no replies have been received from them till date.

4. In the opinion of the Board and to the best of their knowledge and belief, the value on realization of the Current Assets, Loans & Advances in the ordinary course of the business will not be less than the value stated in the Balance Sheet and provision for all known liabilities are adequate and not in excess of the amount reasonably required to be provided.

5. Balances in respect of the Debtors, Creditors, Advances and Deposits are subject to confirmation.

6. Related Party Disclosure as per Accounting Standard (AS) 18 A List of related parties.

a. Key Management Personnel

(i) Shri Gordhan P. Tanwani - Chairman & Managing Director.

b. Other related parties (companies in which director or their relatives have significant influence)

a. Bhagwati Media Pvt. Ltd. (Formerly-Baba Entertainments Pvt. Ltd.)

b. Larry's Electronics Pvt Ltd.

c. Silgate Solutions Ltd.

d. Bhagwati Holdings Pvt. Ltd.

e. M/s. Baba Developers

f. M/s. Super Plast

g. M/s. Baba Digital

h. M/s. Om Enterprises

7. Segment Information

The Company is at present engaged in main business segments of Trading in IPR of Films & Film Production in Hindi

These Business Segments have been identified in line with Accounting Standard (AS) - 17 "Segment Reporting"

Segment revenue results include amounts identifiable to each segment. Other unallocable expenditure includes revenues and expenditure, which are not directly identifiable to the individual segment as well as expenses, which relate to the Company as a whole.

8. Previous year's figures have been regrouped/ rearranged wherever considered necessary.

9. The Schedules and the notes referred to above form an integral part of Balance Sheet and Profit & Loss Account.

---

Mar 31, 2011

1. Contingent Liability – Nil

2. Remuneration to Directors:

Remuneration paid during the year ended 31st March, 2011 to Chairman & Managing Director Rs.26,99,970 (P.Y. Rs. Nil), which is within the limits permissible under The Companies Act, 1956.

3. The company has sent memorandum to suppliers covered under The Micro, Small and Medium Enterprises Development Act, 2006; no replies have been received from them till date.

4. In the opinion of the Board and to the best of its knowledge and belief, the value on realization of the Current Assets, Loans & Advances in the ordinary course of the business will not be less than the value stated in the Balance Sheet and provision for all known liabilities are adequate and not in excess of the amount reasonably required to be provided.

5. Other requirements of Para 3 & 4 of Part II of Schedule VI to the Companies Act, 1956 are not applicable to the Company.

6. The company does not have policy of leave encashment. The provision for gratuity has been made on the basis of actuarial report received.

Amounts for the current and previous year are as follows:

B) Reconciliation of opening and closing balances of fair value of Plan Assets is Nil

7 Related Party Disclosure as per Accounting Standard (AS) 18 A. List of related parties.

a. Key Management Personnel

(i) Shri Gordhan P. Tanwani – Chairman & Managing Director

b. Subsidiary Companies :

(i) Mahadev Production Pvt. Ltd.

c. Other related parties (companies in which director or their relatives have significant influence)

a. Bhagwati Media Pvt. Ltd. (Formerly–Baba Entertainments Pvt. Ltd.)

b. Larry's Electronics Pvt Ltd.

c. Silgate Solutions Ltd.

d. Bhagwati Holdings Pvt. Ltd.

e. M/s. Baba Developers

f. M/s. Super Plast

g. M/s. Baba Digital

h. M/s. Om Enterprises

8. Segment Information

The Company is at present engaged in main business segments of Trading in IPR of Films & Film Production in Hindi

These Business Segments have been identified in line with Accounting Standard (AS) – 17 "Segment Reporting"

Segment revenue results include amounts identifiable to each segment. Other unallocable expenditure includes revenues and expenditure, which are not directly identifiable to the individual segment as well as expenses, which relate to the company as a whole.

9. Previous year's figures have been regrouped/ rearranged wherever considered necessary.

10. The Schedules and the notes referred to above form an integral part of Balance Sheet and Profit & Loss Account.

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Mar 31, 2010

1. Contingent Liability - Rs. Nil

2. Remuneration to Chairman, Managing Director & Executive Director:

No remuneration was paid during the year ended 31st March,2010 ( Rs. Nil paid during FY 2008-09).

3. The Company has sent memorandum to suppliers covered under The Micro, Small and Medium Enterprises Development Act,2006, no replies have been received from them till date.

4. In the opinion of the Board and to the best of their knowledge and belief, the value on realization of the Current Assets, Loans & Advances in the ordinary course of the business will not be less than the value stated in the Balance Sheet and provision for all known liabilities are adequate and not in excess of the amount reasonably required to be provided.

5. Balances in respect of the Debtors, Creditors, Advances and Deposits are subject to confirmation.

6. Other requirements of Para 3 & 4 of Part II of Schedule VI to the Companies Act, 1956 are not applicable to the Company.

7. The company does not have policy of leave encashment. The provision for gratuity has been made on the basis of acturial report received.

8 Related Party Disclosure as per Accounting Standard (AS) 18 A List of related parties.

a. Key Management Personnel

(i) Shri. Gordhan P. Tanwani - Chairman & Managing Director.

b. Subsidiary Companies :

(i) Mahadev Production Pvt. Ltd.

c. Other related parties (companies in which director or their relatives have significant influence)

(i) Bhagwati Media Pvt. Ltd. (Formerly - Baba Entertainments Pvt. Ltd.)

(ii) Larrys Electronics Pvt Ltd.

(iii) Silgate Solutions Ltd.

(iv) Bhagwati Holdings Pvt. Ltd.

(v) M/s. Baba Developers

(vi) M/s. Super Plast

(vii) M/s. Baba Digital

(viii) M/s. Om Enterprises

9. Segment Information

The Company is at present engaged in main business segments of Post Production, Trading in IPR of Films & Film Production.

These Business Segments have been identified in line with Accounting Standard (AS) - 17 "Segment Reporting"

Segment revenue results include amounts identifiable to each segment. Other unallocable expenditure includes revenues and expenditure, which are not directly identifiable to the individual segment as well as expenses, which relate to the Company as a whole.

10. Previous years figures have been regrouped/ rearranged wherever considered necessary.

11. The Schedules and the notes referred to above form an integral part of Balance Sheet and Profit & Loss Account.