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Directors Report of Balaji Telefilms Ltd.

Mar 31, 2018

The Directors take pleasure in presenting the 24th Annual Report together with the audited statement of accounts of the Company for the financial year ended March 31, 2018.

COMPANY PERFORMANCE FINANCIAL HIGHLIGHTS

The salient features of the Company’s financial results for the year under review are as follows:

(Rs. in lacs)

PARTICULARS

2017-18

2016-17

Income from operations

41,658.69

40,846.28

Less: Total expenditure

36,351.07

40,568.23

Operating profit

5,307.62

278.05

Less: Interest

-

-

Less: Depreciation

1,389.93

1,226.97

Operating Profit after interest and depreciation

3,917.69

(948.92)

Add : Other income

1,659.28

1,174.92

Less : Exceptional items

905.07

-

Profit before tax

4,671.90

226.00

Less: Provision for taxation

3,041.80

(2,712.42)

Net profit after tax

1,630.10

2,938.42

Other Comprehensive Income

(3.73)

(7.87)

Balance brought forward from previous year

21,333.03

18,402.48

Adjustment of Depreciation on account of transitional provision of Schedule II of Companies Act 2013

-

-

Appropriations:

Disposable profits

22,959.40

21,333.03

Less: Interim dividend

-

-

Less: Payment of dividend

404.52

-

Less: Corporate dividend tax

82.35

-

Less: Transfer to General Reserve

-

-

Balance carried to balance sheet

22,472.53

21,333.03

Note: The financial statements for the year ended March 31, 2018 has been prepared under IND AS (Indian Accounting Standards). The figures for the previous year (2016-17) are adjusted so as to give effect of merger of production unit of Balaji Motion Pictures Limited and Bolt Media Limited with Balaji Telefilms Limited.

RESULTS OF OPERATIONS

During the year under review, the Standalone Revenue from operations of the Company is RS. 41,658.69 lacs an increase of 1% over the previous year’s RS. 40,846.28 lacs.

During the year the operating EBITDA stood at RS. 5,307.62 lacs as against RS. 278.03 lacs in the previous year. Previous Year’s EBITDA was impacted by certain piracy issues with two of our movies resulting in loss of revenues from the theatrical sales.

During the year, Profit before Tax stood at RS. 4,671.89 lacs as against RS. 225.98 lacs in the previous year. Profit Before Tax during the current year included an exceptional expense of RS. 905.07 lacs towards certain income tax provisions. The Core business of the Company performed well as profit before tax is oveRs. 20 times of previous year.

During the year, Net Profit After Tax stood at RS. 1,630.10 lacs as compared to RS. 2,938.42 lacs of previous year. Current year Net Profit After Tax is lower mainly on account of normal tax of RS. 205.85 lacs on capital gains, tax on completion of assessments RS. 708.98 lacs and deferred tax charge of RS. 2,125.10 lacs on account of merger of BMPL films production division for business losses in the previous year.

Normalised Profit After Tax (at normal income tax rate, excluding any impact of deferred tax and exceptional tax items) for the year is RS. 3,558.62 lacs as compared to RS. 158.42 lacs in previous year. As per the Consolidated Accounts, the total revenue from operations has decreased by 1.29% from RS. 41,867.05 lacs to RS. 41,331.79 lacs during the year.

A detailed discussion on the business performance is presented in the Management Discussion and Analysis Section of the Annual Report.

DIVIDEND

The Directors of the Company are pleased to recommend a Final Dividend of RS. 0.40 per equity share of the face value of RS. 2/- each for the financial year ended March 31, 2018.

The Final Dividend, subject to the approval of Members at the Annual General Meeting (AGM) on August 31, 2018 will be paid to the Members whose name appear in the Register of Members, as on Friday, August 24, 2018. The total dividend for the financial year will absorb RS. 4,87,67,214/- including Dividend Distribution Tax of RS. 83,15,036/-.

UNPAID/UNCLAIMED DIVIDEND

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 and Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, RS. 87,221/- of unpaid/unclaimed dividend were transferred during the year to the Investor Education and Protection Fund.

TRANSFER TO RESERVES

The Directors of the Company do not propose to transfer any amount to the General Reserve and an amount of RS. 22,472.53 lacs is proposed to be retained in the statement of profit and loss account.

BORROWINGS

The Company does not have any borrowings during the year under review.

SHARE CAPITAL

- During the year under review, Authorized Share Capital of the Company has been increased from RS. 26,00,00,000/- (Rupees Twenty Six Crores Only) to RS. 36,00,00,000/- (Rupees Thirty Six Crores Only). Therefore as on March 31, 2018 the Authorized Share Capital of the Company is RS. 36,00,00,000/-(Rupees Thirty Six Crores Only) divided into 15.00.00.000 Equity Shares of RS. 2/- each and RS. 6,00,00,000/- (Rupees Six Crores Only) divided into 3,00,00,000 Preference Shares of RS. 2/- each.

- During the financial year 2017-18 the Company has issued and allotted 2.52.00.000 equity shares of the face value of RS. 2/- each at a price of RS. 164/- which includes a premium of RS. 162/- per equity share on preferential allotment basis to Reliance Industries Limited (RIL). Therefore paid-up Equity Share Capital of the Company as on March 31, 2018 is RS. 20,22,60,886/- (Rupees Twenty Crores Twenty-Two Lacs Sixty Thousand Eight Hundred and Eighty-Six Only). Of the total paid up share capital of the Company, 32.51% is held by Promoters and Promoter Group, all in dematerialized form and balance of 67.49% is held by persons other than Promoters and Promoter Group out of which majority is in dematerialized form.

- The Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act and the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

CHANGE IN NATURE OF BUSINESS

During the year under review, Scheme of Arrangement and Amalgamation between Balaji Telefilms Limited (“Company”) with Balaji Motion Pictures Limited (“BMPL”) and Bolt Media Limited (“BOLT”) (“Scheme”) came into effect from December 15, 2017 vide order of the National Company Law Tribunal, Mumbai dated November 02, 2017 as a result of which, there has been change in the nature of business of the Company, with the addition to carry out the film production business in the existing main object clause of the Memorandum of Association.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report.

SUBSIDIARIES

As on March 31, 2018 your Company has following Subsidiaries:

i) BALAJI MOTION PICTURES LIMITED (BMPL)

During the year under review the film production undertaking of BMPL has demerged and is vested in Balaji Telefilms Limited w.e.f. December 15, 2017. However, BMPL will continue with the business of distribution of motion pictures and films.

ii) ALT DIGITAL MEDIA ENTERTAINMENT LIMITED (ALT DIGITAL)

The Company’s digital content business is housed under ALT Digital, which was incorporated as a wholly-owned subsidiary in July 2015. Through the subsidiary, we have made a strategic foray into the B2C digital content business segment to monetize the incredible potential of original, premium, on-demand entertainment.

iii) CHHAYABANI BALAJI ENTERTAINMENT PRIVATE LIMITED (CBEPL)

CBEPL is a Kolkata-based subsidiary of Balaji Telefilms Limited (BTL). It has a glorious heritage of producing TV content and Web series in Bengali.

iv) MARINATING FILMS PRIVATE LIMITED (MFPL)

MFPL is a subsidiary of BTL. It owns the concept, format and all proprietary rights and intellectual property rights in Box Cricket League (BCL), The Indian Telly Calender (ITC) and Indian Television Style Awards (TSA).

v) BOLT MEDIA LIMITED (BOLT)

During the year under review, BOLT ceased to be wholly-owned subsidiary of your Company on account of merger with Balaji Telefilms Limited w.e.f. December 15, 2017.

A detailed review of the operations, performance and future outlook and its businesses during the year under review of the above mentioned subsidiaries form part of the Management Discussion and Analysis which forms part of the Annual Report.

EVENT MEDIA LLP

During the year under review, the Company exited from Event Media LLP and it ceased to be designated partner w.e.f. January 15, 2018.

SCHEME OF ARRANGEMENT AND AMALGAMATION

The National Company Law Tribunal, Mumbai (“NCLT”) by an order dated November 02, 2017 sanctioned the Scheme of Arrangement and Amalgamation between Balaji Telefilms Limited (“Company”) with Balaji Motion Pictures Limited (“BMPL”) and Bolt Media Limited (“BOLT”) (“Scheme”) which came into effect from December 15, 2017. Pursuant to the Scheme:

a. the Film Production Undertaking of BMPL has demerged and vested in the Company in accordance with Sections 232 read with Section 230 of the Companies Act, 2013 and in compliance with Section 2(19AA) of the Income Tax Act, 1961 and consequently the paid-up share capital of BMPL stands reduced to RS. 2,00,00,000/-(Rupees Two Crores Only); and

b. Bolt has amalgamated with the Company in accordance with Sections 232 read with Section 230 of the Companies Act, 2013 and in compliance with Section 2(1B) of the Income Tax Act, 1961.

EMPLOYEE STOCK OPTION PLAN (ESOP)

In order to motivate, incentivize and reward employees, the Company instituted Balaji Telefilms Limited ESOP 2017 (“ESOP 2017”), which was approved by the Members through Postal Ballot dated December 30, 2017. The total number of options granted under ESOP 2017 shall not exceed 53,22,655 (Fifty-Three Lacs Twenty-Two Thousand Six Hundred and Fifty-Five). Each option when exercised shall be converted into equivalent number of shares of face value of RS. 2/- each. The applicable disclosure under Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (the “ESOP Regulations”) as at March 31, 2018 is available on the website of the Company at http://www.batajitetefitms.com/pdf/ ESOP 2017 Disclosure under SEBI(SBEB)%20 Regulations 2014.pdf Certificate from M/s. Price Waterhouse Chartered Accountants LLP, Statutory Auditors, with respect to the implementation of ESOP Scheme would be placed before the Members at the ensuing AGM and a copy of the same shall be available for inspection at the Registered Office of the Company.

AUDITED FINANCIAL STATEMENTS OF THE SUBSIDIARIES

The Audited Financial Statements, the Auditors’ Report thereon and the Board’s Report with applicable annexures for the year ended March 31, 2017 for the Subsidiary Companies are annexed along with the Annual Report.

Further a statement containing the salient features of our subsidiaries in the prescribed format AOC-1 is appended as Annexure I to the Board’s Report.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). The Policy, as approved by the Board, is available on the Company’s website at http://balajitelefilms.com/ polkv-determinmg-material-subsidiarv.php

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company is prepared in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The Annual Financial Statements of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the Registered Offices of the respective Subsidiary Companies and will be available to investors seeking information at any time.

MATERIAL EVENTS OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material events have occurred between the end of financial year 2017-18 and the date of this report, which have effect over the financial position of the Company except appointment of Mr. Sunil Lulla as Group Chief Executive Officer of the Company w.e.f. May 25, 2018.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMPs)

Appointment and Resignation of Mr. Jyotindra Thacker Mr. Jyotindra Thacker, who was appointed as a Non-Executive Additional Director on the Board of the Company w.e.f. September 01, 2017 stepped down from the position of Directorship w.e.f. March 22, 2018, due to his pre-occupation in other matters. The Board places on record, its appreciation for his inspiring guidance and his contribution to improve the overall functioning of the Company.

Appointment of Mr. Anshuman Thakur and Ms. Jyoti Deshpande

During the financial year 2017-18, the Board of Directors, had appointed Mr. Anshuman Thakur and Ms. Jyoti Deshpande as a Non-Executive Additional Director of the Company vide resolution passed by circulation on September 01, 2017 and March 23, 2018 respectively who will hold office upto the date of ensuing AGM and shall not be liable to retire by rotation. Appropriate resolutions for the appointment of Mr. Anshuman Thakur and Ms. Jyoti Deshpande as Non-Executive Director are being placed for the approval of the Members of the Company at the ensuing AGM. The Board recommends their appointment as Non-Executive Director of the Company.

Retirement by rotation and subsequent re-appointment

Mr. Jeetendra Kapoor, Non-Executive Director, is liable to retire by rotation at the ensuing AGM, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Articles of Association of the Company and being eligible has offered himself for re-appointment. Appropriate resolution for his re-appointment is being placed for the approval of the Members of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the 24th AGM of the Company. The Board recommends his re-appointment as Non - Executive Director of the Company.

Further, the Board of Directors at their meeting held on May 19, 2018, pursuant to Regulation 17(1A) of the Listing Regulations, as amended on May 09, 2018 and the applicable provisions of the Companies Act, 2013, if any, read with Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and subject to his re-appointment at the ensuing AGM, considered and approved the continuation of Mr. Jeetendra Kapoor (DIN: 00005345), aged 76 years as Chairman, NonExecutive Director of the Company from April 01, 2019, till the date he retires by rotation.

Appropriate resolution for the continuation of Mr. Jeetendra Kapoor, as Non-Executive Director is being placed for the approval of the Members of the Company at the ensuing AGM. The Board recommends his continuation as Non- Executive Director of the Company.

Re-appointment of Managing Director & Joint Managing Director

The present term of appointment of Mrs. Shobha Kapoor and Ms. Ekta Kapoor as Managng Director and Joint Managing Director respectively is valid upto November 09, 2018. The Board has, subject to the approval of the Members in the forthcoming AGM, approve the re-appointment of Mrs. Shobha Kapoor and Ms. Ekta Kapoor as Managng Director and Joint Managing Director for another period of 5 (five) years, post completion of the present term.

Re-appointment of Independent Directors

The first term of office of Mr. Duraiswamy Gunaseela Rajan, Mr. Pradeep Kumar Sarda and Mr. Ashutosh Khanna, as Independent Directors, will expire on March 31, 2019 and that of Mr. Devender Kumar Vasal on May 14, 2019. The Board on the recommendation of Nomination and Remuneration Committee has recommended their re-appointment as Independent Directors of the Company for a second term of 5 (five) consecutive year Appropriate resolutions for their re-appointment is being placed for the approval of the Members of the Company at the ensuing AGM. The brief resume of the Directors and other related information has been detailed in the Notice convening the 24th AGM of the Company.

Change in Key Managerial Personnel (KMPs)

During the year under review, Mr. Sameer Nair has resigned from the position of Group Chief Executive Officer (KMP) w.e.f. July 15, 2017.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the Listing Regulations.

AUDITORS

STATUTORY AUDIT

M/s. Price Waterhouse Chartered Accountants LLP were appointed as Statutory Auditors of the Company at the AGM held on August 31, 2017, for a term of 5 (five) consecutive year They have confirmed that they are not disqualified from continuing as Auditors of the Company. As per the provisions of Section 139 of the Companies Act, 2013, earlier the appointment of Auditors was required to be ratified by Members at every AGM. However, in accordance with the Companies Amendment Act, 2017 enforced on May 07, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM.

COST AUDIT

In accordance with Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Makarand M. Joshi & Co., Practising Company Secretaries as Secretarial Auditors of the Company for the financial year 2018-19.

AUDIT REPORTS

- The Report given by the Statutory Auditors on the financial statements of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

- Secretarial Audit Report issued by M/s. Makarand M. Joshi & Co., Practising Company Secretaries in form MR-3 for the financial year 2017-18 is appended as Annexure II to this Report. The said Report does not contain any qualification, reservation, disclaimer or observation requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013 except adverse remark which reads as under:

“During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except that in few instance the Connected Persons has traded in trading window closure and there were also contra trade instances for which the Company is in process to take action and to intimate the same to SEBI.”

With regards to remark contained in the Secretarial Audit Report, Directors wish to state that:

1. Board has taken appropriate action as required under Company’s Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders (Code) and the same was intimated to Securities Exchange Board of India (SEBI). In addition to this, the Company has also taken necessary steps to create awareness such as conducting training sessions on SEBI (Prohibition of Insider Trading) Regulations, 2015 and Company’s Code, timely E-mails to Employees/Professionals.

2. The Company is also in the process of installing software so as to track the trading carried out by the employees of the Company to curtail the instances of Insider Trading.

COMMITTEES OF THE BOARD

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, the Board had constituted various Board Committees including Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Internal Complaints Committee and Corporate Social Responsibility Committee. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein forms part of the Corporate Governance Report which forms part of the Annual Report.

DETAILS OF POLICY DEVELOPED AND IMPLEMETED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

The Annual Report on CSR activities is annexed herewith as Annexure III to the Board’s Report.

OTHER DISCLOSURES

i) EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of Annual Return in Form MGT-9 is appended as Annexure IV to this report.

ii) REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instances of frauds committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report

iii) SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards.

iv) INTERNAL FINANCIAL CONTROLS SYSTEM AND ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly and efficient control of its business including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds, errors, reporting mechanisms, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

v) VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism of reporting illegal or unethical behaviour. The Company has a Whistle Blower Policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the workgroups. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The Whistle Blower Policy of the Company is also posted on the website of the Company www.batajitetefitms.com.

vi) DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure V(a) to this Report.

vii) DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to the remuneration of the specified employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure V(b) to this Report.

viii) RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company’s website at http://balajitelefilms. com/related-party-transaction-policy.php. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party Transactions entered during the year were placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on annual basis for transactions which are of repetitive nature and/or entered in the ordinary course of business and are at Arm’s Length Price. All Related Party Transactions entered during the year were in ordinary course of the business and on Arm’s Length Price. No Material Related Party Transactions

i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company except investment of RS. 150,00,00,000/- (Rupees One Hundred and Fifty Crores Only) in ALT Digital Media Entertainment Limited which is wholly-owned subsidiary of the Company, however as per Section 188 of the Companies Act, 2013, Members approval for such transaction need not be sought if the transactions are between the holding company and its wholly-owned subsidiaries whose accounts are consolidated with the holding company and placed before the Members at the General Meeting for approval.

ix) BUSINESS RISK MANAGEMENT

The Company has in place a risk management Policy, pursuant to the provisions of Section 134 of the Act. The risk management framework enables identification and evaluation of business risks and opportunities, seeks to create transparency, minimize adverse impact on business objectives and enhance the Company’s competitive advantage. It also describes the risk management approach across the enterprise at various levels. Major risks identified by the business and functions are systematically addressed through mitigation actions on a periodic basis. Existing control measures are evaluated against the relevant Key Performance Indicators.

x) FIXED DEPOSITS

During the year under review, your Company has not accepted any fixed deposit and as such, no amount of principal or interest was outstanding as on the balance sheet date.

xi) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

xii) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year 201718, no sexual harassment complaint has been registered with the Company.

xiii) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company & its future operations.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

ENERGY CONSERVATION MEASURES TAKEN BY THE COMPANY

The provisions of Section 134(3)(m) of the Companies Act, 2013, relating to Conservation of Energy do not apply to the Company. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy-efficient equipments. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible and regularly upgrade old equipments with more energy-efficient equipments. Currently, we use Compact Fluorescent Lamp (CFL) fixtures to reduce the power consumption in the illumination system.

TECHNOLOGY ABSORPTION

The provisions of Section 134(3)(m) of the Companies Act, 2013, relating to Technology Absorption do not apply to the Company. The Company’s research and development initiative mainly consists of ideation of new subjects for our content production business, which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifiable.

The Company is an integrated player in the entertainment industry and our business is such that there is limited scope for new technology absorption, adaptation and innovation. However, the Company uses the latest technology, wherever possible to deliver superior production value, as a regular process.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings in terms of actual inflows is RS. 673.50 lacs (Previous Year: RS. 8.05 lacs) and the foreign exchange outgo in terms of actual outflows is RS. 273.22 lacs (Previous Year RS. 504.45 lacs).

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of the Listing Regulations together with a Certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

MEETINGS OF THE BOARD

During the year under review, six (6) meetings of the Board of Directors were held the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between two Board Meetings was not more than One Hundred and Twenty Days.

NOMINATION & REMUNERATION POLICY

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2018, the Board comprised of twelve Directors, of whom two are Executive Directors, two Non-Executive Non-Independent Directors, six Independent Directors and two Non-Executive Additional Directors. The policy of the Company on Directors appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under Section 178(3) of the Companies Act, 2013 is available on our website at http://balajitelefilms.com/pdf/Nomination%20 and%20Remuneration%20Policv.pdf

During the year under review clause 2 of Part C of the policy was modified which reads as under:

“The remuneration / compensation / commission etc. to the Director (Executive and Non-Executive), KMP and Senior Management. Personnel will be reviewed by the Members of the Committee and Board annually or at the discretion of the Committee.”

MECHANISM FOR EVALUATING BOARD MEMBERS

One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board in consultation with the Nomination and Remuneration Committee lays down the evaluation criteria for the performance evaluation of Executive/Non-Executive/ Independent Directors. The questionnaire of the survey is a key part of the process of reviewing the functioning and effectiveness of the Board and for identifying possible paths for improvement.

The following are the criteria on the basis of which the Directors are evaluated:

1) Knowledge to perform the role;

2) Time and Level of Participation;

3) Performance of Duties and Level of Oversight;

4) Professional Conduct and Independence.

Feedback on each Director is encouraged to be provided as a part of the survey.

BOARD EVALUATION

Schedule IV of Companies Act, 2013 mandates that annual performance evaluation of Directors should be carried out by Independent Directors and annual performance evaluation of Independent Directors should be carried out by other Directors to the exclusion of Director being evaluated.

The evaluation of the Board as a whole, its Committees and Individual Directors was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report which forms part of Annual Report. The Board approved the evaluation process results as collated by the Nomination & Remuneration Committee of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) In the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to any material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgements 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 the year under review;

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

d) The annual accounts for the financial year ended March 31, 2018 had been prepared on a ‘going concern’ basis;

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 are adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors of the Company wish to acknowledge with gratitude and place on record their appreciation to all stakeholders - shareholders, investors, customers, suppliers, business associates, banks, regulatory and governmental authorities for their cooperation, assistance and support. Further, they also wish to thank their employees for their dedicated services.

For and on behalf of the Board of Directors

Sd/-

Jeetendra Kapoor

Place: Mumbai Chairman

Date: May 19, 2018 DIN: 00005345


Mar 31, 2017

The Directors take pleasure in presenting the 23rd Annual Report together with the Audited Statement of accounts of the Company for the financial year ended March 31, 2017.

DIRECTORS'' REPORT

COMPANY PERFORMANCE FINANCIAL HIGHLIGHTS

The salient features of the Company''s financial results for the year under review are as follows:

(Rs, in lacs)

Particulars

2016-20171

2015-2016

Income from operations

28,413.40

25,684.93

Less: Total expenditure

24,552.88

22,261.73

Operating profit

3,860.52

3,423.20

Less: Interest

-

-

Less: Depreciation

1,176.50

871.58

Operating Profit after interest and depreciation

2,684.02

2,551.62

Add: Other income

1,867.83

2,409.83

Profit before tax

4,551.85

4,961.45

Less: Provision for taxation

1,453.61

1,253.20

Net profit after tax

3,098.24

3,708.24

Other Comprehensive Income

(8.21)

(3.90)

Balance brought forward from previous year

26,093.75

23,956.98

Appropriations:

Disposable profits

29,183.78

27,661.32

Less: Interim dividend

-

911.17

Less: Proposed dividend

-

470.91

Less: Corporate dividend tax

-

185.49

Less: Transfer to General Reserve

-

-

Balance carried to balance sheet

29,183.78

26,093.75

Note: The Financial Statements of the Company is prepared as per Indian Accounting Standards (Ind AS) for the first time for the year ended March 31, 2017. The financial statements for the year ended March 31, 2016 have been restated in accordance with IND AS for comparative information.

RESULTS OF OPERATIONS

During the year under review, the Standalone Revenue from operations of the Company is Rs, 28,413.40 lacs an increase of 11 % over the previous year Rs, 25,684.93 lacs. As per the Consolidated Accounts, the total revenue from operations has increased by 44 % from Rs, 29,275.52 lacs to Rs, 42,117.49 lacs during the year. Your Company had a standalone growth with a Net profit after tax of Rs, 3,090.02 lacs during the year as compared to Net profit of Rs, 3,704.35 lacs of previous year. A detailed discussion on the business performance is presented in the Management Discussion and Analysis Section of the Annual Report.

DIVIDEND

Your Directors are pleased to recommend a Final Dividend of Re. 0.40/- per equity share of the face value of Rs, 2 /- each for the financial year ended March 31, 2017.

The Final Dividend, subject to the approval of Members at the Annual General Meeting on August 31, 2017 will be paid to the Members whose name appear in the Register of Members, as on Thursday, August 24, 2017. The total dividend for the financial year will absorb Rs, 30,372,177.20/- excluding Dividend Distribution Tax of Rs, 6,183,061.00/TRANSFER TO RESERVES

Your Directors does not propose any amount of transfer to the General Reserve and an amount of Rs, 29,183.78/lacs is proposed to be retained in the statement of profit and loss account.

BORROWINGS

The Company does not have any borrowings.

SHARE CAPITAL

During the financial year 2016-2017 the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2017, the paid-up Equity Share Capital of the Company is Rs, 15,18,60,886/-. Of the total paid up share capital of the Company, 42.22% is held by Promoters and Promoter Group, all in dematerialized form and balance of 57.78% is held by persons other than Promoters and Promoter Group out of which majority is in dematerialized form.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

CHANGE IN NATURE OF BUSINESS

There was no change in nature of the business of the Company, during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report.

SUBSIDIARIES

As on March 31, 2017 your Company has the following Subsidiaries:

1. BALAJI MOTION PICTURES LIMITED (BMPL)

Balaji Motion Pictures Limited (BMPL) is the movie production arm of Balaji Telefilms Limited (BTL), one of India''s leading integrated media conglomerate. The wholly-owned subsidiary is engaged in film production and distribution of mostly Hindi movies, leveraging the creative abilities of Ms. Ekta Kapoor and the commercial vision of Mrs. Shobha Kapoor.

2. BOLT MEDIA LIMITED (BOLT)

BOLT Media Limited is a 100% subsidiary of Balaji Telefilms Limited. It has established itself in the market for its quality programming and created a niche in a competitive environment.

3. ALT DIGITAL MEDIA ENTERTAINMENT LIMITED (ALT)

The Company''s digital content business is housed under ALT Digital Media Entertainment Ltd., which was incorporated as a wholly-owned subsidiary in August, 2015. Through the subsidiary, we have made a strategic foray into the B2C digital content business segment to monetise the incredible potential of original, premium, on-demand entertainment.

4. CHHAYABANI BALAJI ENTERTAINMENT PRIVATE LIMITED (CBEPL)

Chhayabani Balaji Entertainment Private Limited (CBEPL) is a subsidiary of Balaji Telefilms Limited (BTL), in partnership with Kolkata-based Chhayabani Private Limited.

5. MARINATING FILMS PRIVATE LIMITED (MFPL)

Marinating Films Private Limited is a subsidiary of BTL. It owns the concept, format and all proprietary rights and intellectual property rights in Box Cricket League (BCL), The Indian Telly Calender (ITC) and Indian Television Style Awards (TSA), organized on a yearly basis.

A detailed review of the operations, performance and future outlook and its businesses during the year under review of the above mentioned subsidiaries form part of the Management Discussion and Analysis which forms part of the Annual Report.

SCHEME OF ARRANGEMENT AND AMALGAMATION

The Board of Directors of the Company in their meeting held on September 27, 2016 after considering the recommendations of the Audit Committee, approved the Composite Scheme of Arrangement and Amalgamation pursuant to the provisions of Sections 391 to 394 read with Section 100 of the Companies Act, 1956 or under Section 230 to 234 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 1956 and/or Companies Act, 2013 ("Scheme of Arrangement and Amalgamation") involving (i) the demerger of the undertaking pertaining to the film production business of Balaji Motion Pictures Limited, a wholly owned subsidiary, and vesting of the same in Company and the consequent reduction in the equity share capital of Balaji Motion Pictures Limited; (ii) the amalgamation of BOLT Media Limited, a wholly owned subsidiary, with the Company in accordance with the terms and conditions as set out in the Scheme of Arrangement and Amalgamation subject to necessary approvals of the Stock Exchanges and sanction of National Company Law Tribunal, Mumbai Bench ("NCLT"). The Company received the observation letters from National Stock Exchange of India Limited and BSE Limited dated January 16, 2017 conveying their "No Objection", in terms of Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for filing the Scheme of Arrangement and Amalgamation with the NCLT. Further, the NCLT vide order dated April 12, 2017 directed that a meeting of the equity shareholders of the Company be held on May 24, 2017 at 1.00 p.m. at "The Club", 197, D N Nagar, Andheri (West), Mumbai - 400 053, for the purpose of considering, and if thought fit, approving with or without modification, the Scheme of Arrangement and Amalgamation. Notice for convening meeting of equity shareholders of the Company had already been circulated to all the equity shareholders of the Company, the unsecured creditors and the relevant Regulatory Authorities as per the provisions of Companies Act, 2013 and the order of the NCLT dated April 12, 2017.

AUDITED FINANCIAL STATEMENTS OF THE SUBSIDIARIES

The Audited Financial Statements, the Auditors Report thereon and the Board''s Report with applicable annexure for the year ended March 31, 2017 for the Subsidiary Companies are annexed along with the Annual Report.

Further a statement containing the salient features of our subsidiaries in the prescribed format AOC-1 is appended as Annexure I to the Board Report.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1 )(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''). The Policy, as approved by the Board, is uploaded on the Company''s website.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company is prepared in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The Annual financial statements of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the registered offices of the respective subsidiary companies and will be available to investors seeking information at any time.

MATERIAL EVENTS OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material events have occurred between the end of financial Year 2016-2017 and the date of this report, which have effect over the financial position of the Company.

DIRECTORS & KMP

There was no change in Directorship and Key Managerial Personnel (KMP) of the Company during the year under review.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company Mr. Tusshar Kapoor, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each independent director under section 149(7) of the Companies Act, 2013, that she/he meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 16 of the Listing Regulations.

AUDITORS STATUTORY AUDIT

Pursuant to section 139 of Companies Act, 2013 and Rule 6 of The Companies (Audit and Auditors) Rules, 2014, it is mandatory to rotate the Statutory Auditors on completion of maximum tenure permitted under the section. The Audit Committee of the Company has proposed, and on May 23, 2017 the Board of Directors of the Company has recommended the appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration Number 012754N/N500016) as Statutory Auditors of the Company to hold office for a period of five consecutive years from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held for the financial year 2021-22, subject to ratification of appointment by the members of the Company at every subsequent Annual General Meeting. The first year of Audit will be of the financial statements for the year ended March 31, 2018.

COST AUDIT

In accordance with Companies (Cost Records and Audit) Rules, 2014 Cost Audit is not applicable to the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Makarand M. Joshi & Co., Practicing Company Secretaries as Secretarial Auditors of the Company for financial year 2017-18.

AUDIT REPORTS

- The Audit Report for the financial year ended March 31, 2017 does not contain any qualifications, reservations and adverse remarks. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

- Secretarial Audit Report issued by M/s. Parikh & Associates, Practicing Company Secretaries in form MR-3 for the financial year 2016-17 is appended as Annexure II to the Boards'' Report. The said Report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

COMMITTEES OF THE BOARD

In compliance with the requirements of Companies Act, 2013 and Listing Regulations your Board had constituted various Board Committees including Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Internal Complaints Committee and Corporate Social Responsibility Committee. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members has been disclosed in the Corporate Governance Report which forms part of the Annual Report.

DETAILS OF POLICY DEVELOPED AND IMPLEMETED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

The Composition of Corporate Social Responsibility

Committee is as follows:

Chairman : Mr. Jeetendra Kapoor - Non-Executive Director

Members : Mrs. Shobha Kapoor - Executive Director Mr. D.G. Rajan - Independent Director Mr. Ashutosh Khanna - Independent Director

Secretary : Mrs. Simmi Singh Bisht

The Annual Report on CSR activities is appended as

Annexure III to the Boards'' Report.

OTHER DISCLOSURES

I) EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of Annual Return in Form MGT 9 is appended as Annexure IV to the Boards'' Report.

II) INTERNAL FINANCIAL CONTROL SYSTEM AND ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly and efficient control of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds, errors, reporting mechanisms, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

III) VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has a Whistle Blower Policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the Management to the workgroups. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The Whistle Blower Policy of the Company is also posted on the website of the Company www.balajitelefilms.com.

IV) DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure V(a) to the Boards'' Report.

V) DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to the remuneration of the specified employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure V(b) to the Boards'' Report.

VI) RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company''s website. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party Transactions entered during the year were placed before the Audit Committee for review and approval and were in Ordinary Course of the Business and at Arm''s Length basis. Particulars of Related Party Transactions referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2, is appended as Annexure VI to the Board''s Report.

VII) BUSINESS RISK MANAGEMENT

The Company has in place a Risk Management Policy, pursuant to the provisions of Section 134 of the Act. The Risk Management framework enables identification and evaluation of business risks and opportunities, seeks to create transparency, minimize adverse impact on business objectives and enhance the Company''s competitive advantage. It also describes the risk management approach across the enterprise at various levels. Major risks identified by the business and functions are systematically addressed through mitigation actions on a periodic basis. Existing control measures are evaluated against the relevant Key Performance Indicators. The Audit Committee of the Company does the risk identification, assessment, analysis and mitigation in consultation with various heads of the departments.

VIII) FIXED DEPOSITS

During the year under review the Company has not accepted any fixed deposit and as such, no amount of principal or interest was outstanding as on the balance sheet date.

IX) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company does not have any loans, guarantee or investments under the provisions of section 186 of the Companies Act, 2013, hence no disclosure is required to be given in this regards.

X) SEXUAL HARASSMENT

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year 2016-17, no sexual harassment complaints has been registered with the Company.

XI) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going status of the Company & its future operations.

CONSERVATION OF ENERGY

ENERGY CONSERVATION MEASURES TAKEN BY

THE COMPANY

Our operations are not energy intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy-efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible and regularly upgrade old equipment with more energy-efficient equipment. Currently, we use Compact Fluorescent Lamp (CFL) fixtures to reduce the power consumption in the illumination system.

TECHNOLOGY ABSORPTION

The Company''s research and development initiative mainly consists of ideation of new subjects for our content production business, which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifiable.

The Company is an integrated player in the entertainment industry and our business is such that there is limited scope for new technology absorption, adaptation and innovation. However, the Company uses the latest technology, wherever possible to deliver superior production value, as a regular process.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings is Rs, 8.05 lacs (Previous Year Rs, 8.77 lacs) and the foreign exchange outgo is Rs, 504.45 lacs (Previous Year Rs, Nil).

CORPORATE GOVERNANCE

Your Company has been practising the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of the Listing Regulations together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance which forms part of the Annual Report.

MEETINGS OF THE BOARD

During the year under review, five (5) meetings of the Board of Directors were held the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between two Board Meetings was not more than One Hundred and Twenty Days.

NOMINATION & REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection & appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is attached along with the Corporate Governance Report of the Company that forms part of the Annual Report.

MECHANISM FOR EVALUATING BOARD MEMBERS

One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board in consultation with the Nomination and Remuneration Committee lays down the evaluation criteria for the performance evaluation of Executive/Non-Executive/ Independent Directors. The questionnaire of the survey is a key part of the process of reviewing the functioning and effectiveness of the Board and for identifying possible paths for improvement.

The following are the criteria on the basis of which the Directors are evaluated:

1) Knowledge to perform the role.

2) Time and Level of Participation.

3) Performance of Duties and Level of Oversight.

4) Professional Conduct and Independence.

Feedback on each Director is encouraged to be provided as a part of the survey.

BOARD EVALUATION

Schedule IV of Companies Act, 2013 mandates that annual performance evaluation of Directors should be carried out by Independent Directors and annual performance evaluation of Independent Directors should be carried out by other Directors to the exclusion of Director being evaluated.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report which forms part of the Annual Report. The Board approved the evaluation process results as collated by the Nomination & Remuneration Committee of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) I n the preparation of the annual accounts for the financial year ended March 31, 2017, the applicable accounting standards had been followed along with proper explanation relating to any 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 of the Company for the year under review;

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

d) The annual accounts for the financial year ended March 31, 2017 had been prepared on a ''going concern'' basis;

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 are adequate and operating effectively.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge with gratitude and place on record their appreciation to all stakeholders -shareholders, investors, customers, suppliers, business associates, banks, regulatory and governmental authorities for their cooperation, assistance and support. Your Directors also wish to thank their employees for their dedicated services.

For and on behalf of the Board of Directors

Sd/-

Jeetendra Kapoor

Place: Mumbai Chairman

Date: May 23, 2017 (DIN: 00005345)


Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 21st Annual Report together with the audited statement of accounts of the Company for the year ended March 31,2015.

COMPANY PERFORMANCE:

A) FINANCIAL HIGHLIGHTS

The salient features of the Company's financial results for the year under review are as follows:

Rs. in Lacs

Particulars 2014-15 2013-14

Income from operations 20,969.22 13,153.69

Less: Total expenditure 19,694.89 12,676.98

Operating profit 1,274.33 476.71

Less: Interest 27.93 118.86

Less: Depreciation 761.46 545.38

Operating Profit/(loss) after interest and depreciation 484.94 (187.53)

Add:- Other income 1,020.91 1,789.09

Profit before tax 1,505.85 1,601.56

Less: Provision for taxation 278.60 599.47

Net profit after tax 1,227.25 1,002.09

Balance brought forward from previous year 21,319.61 20,722.90

Adjustment of Depreciation on account of transitional provision of Schedule II of 177.33 -

Companies Act 2013

Appropriations:

Disposable profits 22,369.53 21,724.99

Less: Proposed dividend 391.26 260.84

Less:- Corporate dividend tax 79.65 44.33

Less: Transfer to general reserve 122.72 100.21

Balance carried to balance sheet 21,775.90 21,319.61

B) results of operations

For the year ended March 31,2015, the Company earned total revenue of Rs. 20,969.22 Lacs an increase of 60% over the previous year's Rs. 13,153.69 Lacs. As per the consolidated accounts, the total revenues have decreased by 15% from Rs. 40,746.01 Lacs to Rs.34,648.77 Lacs during the year under review. The Company earned net profit of Rs. 1,227.25 Lacs during the year under review as compared to net profit of Rs. 1,002.09 Lacs. A detailed discussion on the business performance is presented in the Management Discussion and Analysis Section of the Annual Report.

APPROPRIATIONS:

Dividend

The Directors are pleased to recommend a final dividend of Re. 0.60 per share (30% on a par value of Rs. 2 per share) for the approval of the Members. The final dividend, if declared as above, would involve an outflow of Rs. 391.26 Lacs towards the dividend (previous year Rs. 260.84 Lac) and Rs. 79.65 Lacs towards dividend tax (previous year Rs. 44.33 Lacs), resulting in a total outflow of Rs. 470.91 Lacs.

TRANSFER TO RESERvES

We propose to transfer Rs. 122.72 Lacs to the General Reserve out of the amount available for appropriations. An amount of Rs. 21,775.90 Lacs is proposed to be retained in the profit and loss account.

public DEPOSITS:

During the year under review, your Company has not accepted any Deposits from the public falling within the ambit of Section 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report.

SUBSIDIARY:

Your Company has the following Subsidiaries:

1. BALAJI MOTION PiCTURES LIMITED (BMPL):

Balaji Motion Pictures Limited (BMPL), a wholly owned subsidiary of BTL handling its movies business, produced and released 3 movies during FY2015. These were: Kuku Mathur Ki Jhand Ho Gai, Main Tera Hero and Ek Villain. Our best revenue-generating asset has been Ek Villain which registered a box office collection of over Rs. 100 Crores. During the year, we remained in a good space with right marketing, branding and distribution power. While BMPL showcased our strengths in unparalleled cinema and our strong story-telling, the ALT segment displayed our capabilities in edgy and irreverently young movies.

Moving forward, we are working on becoming a trend-setting studio and getting our slate right to release at least one movie each quarter. What other studio houses achieve with big stars, we plan to achieve with big ideas. We are de-risking our business by getting into a profit sharing model with directors and actors and also distributing our own movies. The Company aims to double its number of releases to at least 6-8 movies a year and build on its string of successes. Further, we are focusing on franchisee building for movies such as Kya Kool Hain Hum and Ragini MMS. It aims to gain immense credibility as an established production house and aspire to win audiences across age groups.

Our future movie slate is strong with an exciting pipeline. We aim to have a total of 8-10 movie releases over FY2016 and FY2017. These are movies with concepts as diverse as a cricket biopic, a youth erotic franchise, a movie on one of the novels of Chetan Bhagat, and one being with Mohit Suri as a first time producer. In the immediate future, we are co-producing Udta Punjab with Phantom Films, starring Shahid Kapoor and Kareena Kapoor. With Emraan Hashmi, we are creating a biopic on cricketer Azharuddin. We are also looking to leverage our franchise value by exploring sequels of our earlier movies - Kya Kool Hain Hum. We are also producing a sequel of an earlier comedy blockbuster Grand Masti. We have joined hands with Imtiaz Ali for an iconic love story with two newcomers. In addition to this, we are also producing a superhero franchise.

2. Bolt MEDIA Limited (Bolt):

Having completed two full years of operation, Bolt Media, a wholly owned subsidiary of BTL, is well entrenched in the entertainment fraternity. It has established itself credibly, created a niche space in a competitive environment and is getting acknowledged in the marketplace for its quality programming. Brands and Corporate Houses are gradually recognising Bolt Media as a strong content provider to reckon with. During the year, Bolt Media aired Ye Jawaani Tara Riri on Channel V, Dharmakshetra and Rakht on EPIC channel. With the first season of Love by Chance getting well appreciated and gaining a 10-week extension, we are looking at its Season 2. We are poised to move ahead with financial stability and are looking to enhance our top line in FY2017.

Two TV shows created in FY2014 were aired by broadcasters during the year under review. One of these was a 10-series epic documentary Rakht, while Dharmakshetra was a 26-series neo-mythological courtroom drama. Both the series were broadcast on EPIC. Besides short-format shows, we also created TV series aimed at youth-based entertainment. Our existing TV shows - Ye Jawaani Tara Riri, a 78-part series for a bi-weekly show on Channel V, and Love by Chance, an episodic romcom on Bindaas TV, have been well received by our audiences.

Among its other key achievements during the year, we created a special 100-part web series "Kelloggs Wale Guptaji ki Family" Aired in March 2015, the show garnered rave reviews hitting 5 million views in a month. With reputed chef Ajay Chopra, the show displays recipes where Kelloggs is being used as a key ingredient using hypothetical situations.

In addition to this, a two-part documentary series was created for the National Geographic channel based on the 1990s. Besides archival footage on the 1990s, eminent personalities such as P. Chidambaram, Ram Gopal Verma, Rajdeep Sardesai, Diya Mirza, Pankaj Kapoor, Shekhar Suman, Uday Shankar, among others, provided a retrospective landmark, social and political view on the said decade. We are also in the process of producing TV commercials and web-based advertisements for Corporates. Our digital and print campaign on Sonata Watches included creating pictures for PoP, working on the catalogue/brochure for their festive line of merchandise with Karan Kundra and Kritika Kamra.

3. MARINATING films private limited (MFPL):

During the year, BTL bought a controlling in stake of 51% in Mumbai-based Marinating Films Private Limited. Marinating Films owns the concept, format and all proprietary rights and intellectual property rights in Box Cricket League (BCL), The Indian Telly Calender (ITC) and Television Style Awards (TSA) and organizes these on a yearly basis. The Box Cricket League is an interesting IP with 8 teams owned by different celebrities, which includes an interesting mix of people including RJs, sports commentators, and some ex-players. The format has both male and female stars playing on-field together, catapulting the drama and entertainment to new heights.

4. CHHAYABANI BALAJI ENTERTAINMENT PRiVATE LIMITED (CBEPL):

We set up a new subsidiary during the year - Chhayabani Balaji Entertainment Private Limited (CBEPL), in partnership with Kolkata- based Chhayabani Private Limited. The collaboration with the local operator aims to promote the best creative talent by exploring new formats of television content, presentation and also creating new creative opportunities from both the industries. Chhayabani has a glorious past of producing extremely notable films from equally notable directors in the past who were award winners and also held rights to at least 250 Bengali films.

EVENT MEDiA LLP:

Incorporated on October 1,2014, Events Media LLP 5. is a Limited Liability Partnership (LLP) registered under the Limited Liability Partnership Act, 2008. Balaji Telefilms Limited (BTL) and Select Media Holdings Private Limited are the dual partners in the event management firm. During the year, BTL and Events Media LLP joined hands to produce the Star Box Office India Awards 2014. Event Media will be engaged in organising and/or managing all kinds of events, including events relating to film and TV industry, including creation of new intellectual property or value addition. This may include events related to Films & TV Awards, Promotional Events and other events related to the Film & TV industry. Events Media LLP is a sunrise venture which enables BTL to make a foray into an allied segment of Event Management. It also facilitates BTL in creating a new IP in the promising sector and monetising a growing market with low-risk culpability.

Audited financial statements of the subsidiaries

The Audited Financial Statements, the Auditors Report thereon and the Board Report for the year ended March 31,2015 for the Subsidiary Companies are annexed.

Further a statement containing the salient features of our subsidiaries in the prescribed format AOC-1 is appended as Annexure I to the Board Report.

MATERIAL EVENTs AFTER THE BALANCE SHEET DATE:

The Company is in the process of incorporation a wholly-owned Subsidiary with the proposed name Alt Digital Media Entertainment Limited.

DIRECTORs:

The term of appointment of Mrs. Shobha Kapoor as Managing Director of the Company, will expire on November 9, 2015. The Directors recommend her re-appointment as Managing Director of the Company for a further period of three years pursuant to the provisions of Section 196 and 197 of Companies Act, 2013 read with Schedule V of Companies Act, 2013 w.e.f. November 10, 2015.

The term of appointment of Ms. Ekta Kapoor as Joint Managing Director of the Company, will expire on November 9, 2015. The Directors recommend her re-appointment as Joint Managing Director of the Company for a further period of three years pursuant to the provisions of Section 196 and 197 of Companies Act, 2013 read with Schedule V of Companies Act, 2013 w.e.f. November 10, 2015.

Mr. V.B. Dalal was appointed on the Board as Additional (Independent) Director of the Company w.e.f. August 12, 2014. As per the provisions of Section 161 of the Companies Act, 2013 he will hold office upto the date of the ensuing Annual General Meeting of the Company. Directors recommend his appointment as Independent Director for a term of five years at the ensuing Annual General Meeting pursuant to Section 149 (10) of the Companies Act, 2013 w.e.f. August 31,2015.The Company has received notice under Section 160 of the Companies Act, 2013, together with requisite deposit proposing appointment of Mr. V.B. Dalal as Independent Director of the Company.

Mr. Arun Kumar Purwar was appointed on the Board as Additional (Independent) Director of the Company w.e.f. May 20, 2015. As per the provisions of Section 161 of the Companies Act, 2013 he will hold office upto the date of the ensuing Annual General Meeting of the Company. Directors recommend his appointment as Independent Director for a term of five years at the ensuing Annual General Meeting pursuant to Section 149 (10) of the Companies Act, 2013 w.e.f. August 31,2015.The Company has received notice under Section 160 of the Companies Act, 2013, together with requisite deposit proposing appointment of Mr. Arun Kumar Purwar as Independent Director of the Company.

In accordance with the Articles of Association of the Company, Mr. Tusshar Kapoor, Director retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment.

A brief profile of these Directors containing the details of their age, qualifications, expertise, other Directorships, Committee Memberships etc. has been given in the Statement attached to the Notice for the ensuing Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

MANAGEMENT:

During the year under review, following appointment and resignations of Directors & Key Managerial Personnel have taken place: Appointment:

Name Designation Effective Date

Mr. D.K. Vasal Director May 15, 2014.

Mr. V.B. Dalal Director August 12, 2014.

Mr. Sameer Nair Group Chief Executive Officer July 15, 2014

Resignation: NIL

AUDITORS:

STATUTORY AUDIT:

M/s Deloitte Haskins & Sells LLP, Chartered Accountants and M/s Snehal & Associates, Chartered Accountants, Joint Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

M/s Snehal & Associates, Chartered Accountants, do not wish to continue as Statutory Auditors and have furnished their No Objection Letter in this regard. Further, M/s Deloitte Haskins & Sells LLP, Chartered Accountants have furnished a certificate to the effect that their reappointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for reappointment.

As required under Clause 41 of the Listing Agreement, M/s Deloitte Haskins & Sells LLP, Chartered Accountants have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

COST AUDIT:

In accordance with Companies (Cost Records and Audit) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to Balaji Telefilms Limited.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s K.C. Nevatia & Associates as Secretarial Auditors of the Company.

The Secretarial Audit Report is appended as Annexure II to this report.

DIRECTOR'S EXPLANATION TO QUALIFICATION IN SECRETARIAL AUDIT REPORT:

QUALIFICATION:

The provisions of Section 135 of the Companies Act, 2013 are applicable to the Company and accordingly a sum of Rs. 29.94 Lacs being 2% of the average net profits of the Company made during the three immediately preceding financial years were required to be spent by the Company during the financial year 2014-15 as per its Corporate Social Responsibility Policy. However, the Company has spent an aggregate amount of Rs. 21.33 Lacs on its Corporate Social Responsibility activities during the said financial year.

BOARD EXPLANATION:

The shortfall in the expenditure during the year 2014-15, was due to lack of suitable projects within the Company's Corporate Social Responsibility Policy.

The Company will spend the requisite amount under Section 135 of the Companies Act 2013, in the financial year 2015-16.

COMMITTEES OF THE BOARD:

Currently, the Board has the following Committees:

a) Audit Committee.

b) Nomination and Remuneration Committee.

c) Stakeholder Relationship Committee.

d) Risk Management Committee.

e) Internal Complaints Committee.

f) Corporate Social Responsibility Committee.

A detailed note on the Board and its Committees is provided under the Corporate Governance Section in this Annual Report.

AUDIT COMMITTEE:

The current composition of Audit Committee is as follows:

Chairman : Mr. D. G. Rajan - Independent Director

Members : Mr. Jeetendra Kapoor - Non-Executive Director

Mr. Pradeep Sarda - Independent Director

Mr. D.K. Vasal - Independent Director

Mr. V.B. Dalal - Independent Director

Secretary : Mrs. Simmi Singh Bisht

All the recommendations made by the Audit Committee during the year were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE:

The current composition of Nomination and Remuneration Committee is as follows:

Chairman : Mr. Ashutosh Khanna- Independent Director

Members : Mr. Jeetendra Kapoor - Non -Executive Director

Mr. Pradeep Sarda - Independent Director

Mr. D.K. Vasal - Independent Director

STAKEHOLDER RELATIONSHIP COMMITTEE:

The current composition of Stakeholder Relationship Committee is as follows:

Chairman : Mr. Jeetendra Kapoor - Non- Executive Director

Members : Mrs. Shobha Kapoor - Executive Director

Ms. Ekta Kapoor - Executive Director

Mr. D.K. Vasal - Independent Director

RISK MANAGEMENT COMMITTEE:

Chairperson : Mrs. Shobha Kapoor- Executive Director

Members : Mr. Jeetendra Kapoor- Non Executive Director

Mr. D.G. Rajan- Independent Director

Mr. Ashutosh Khanna - Independent Director

Mr. V.B. Dalal - Independent Director

INTERNAL COMPLAINTS COMMITTEE:

The current composition of Internal Complaints is as follows:

Chairperson : Mrs. Shobha Kapoor- Executive Director

Members : Mr. Sameer Nair- Group CEO

Mrs. Coralie Ansari- Group Head - HR

Mrs. Simmi Singh Bisht- Company Secretary

Mr. Ayan Roy Chowdhury- General Counsel - Legal

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The composition of the Corporate Social Responsibility Committee is as follows:

Chairman : Mr. Jeetendra Kapoor- Non Executive Director.

Members Mrs. Shobha Kapoor- Executive Director.

Mr. D.G. Rajan- Independent Director.

Mr. Ashutosh Khanna - Independent Director.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT-9 is appended as Annexure III to this report.

INTERNAL FINANCIAL CONTROL:

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

CONSOLIDATED FINANCIAL STATEMENTS:

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2014-15.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

The Composition of Corporate Social Responsibility Committee is as follows:

Chairman : Mr. Jeetendra Kapoor- Non-Executive Director.

Members : Mrs. Shobha Kapoor- Executive Director.

Mr. D.G. Rajan- Independent Director.

Mr. Ashutosh Khanna- Independent Director.

The Annual Report on CSR activities is annexed herewith as Annexure IV.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism of reporting illegal or unethical behaviour. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the workgroups. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The Whistle Blower Policy of the Company is also posted on the website of the Company www.balajitelefilms.com and is appended as Annexure V to this Report.

CONSERVATION OF ENERGY:

ENERGY CONSERVATION MEASURES TAKEN BY THE COMPANY

Our operations are not energy intensive. However, significant measures are taken to reduce energy consumption by using energy- efficient computers and by purchasing energy-efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible, and regularly upgrade old equipment with more energy-efficient equipment. Currently, we use Compact Fluorescent Lamp (CFL) fixtures to reduce the power consumption in the illumination system.

TECHNOLOGY ABSORPTION:

The Company's research and development initiative mainly consists of ideation of new subjects for our content production business, which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifiable.

The Company is an integrated player in the entertainment industry and our business is such that there is limited scope for new technology absorption, adaptation and innovation. However, the Company uses the latest technology, wherever possible to deliver superior production value, as a regular process.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earnings is Rs. 35.61 Lacs (Previous Year: Rs.7.33 Lacs) and the foreign exchange outgo is Rs. 6.45 Lacs (Previous Year Rs. Nil) as given in Point 23.9 & 23.10 in notes forming part of the financial statements.

FIXED DEPOSITS:

During the year under review the Company has not accepted any fixed deposit and as such, no amount of principal or interest was outstanding as on the balance sheet date.

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMuNERATION OF Managerial PERSONNED RuLES, 2014

The requisite details containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure VI (a) to this Report.

Disclosure under rule 5(2) AND RuLE 5(3) OF THE COMPANIES (APPOINTMENT AND REMuNERATION OF MANAGERIAL PERSONNEL) RuLES, 2014

The requisite details relating to the remuneration of the specified employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure VI (b) to this Report.

CORPORATE GOVERNANCE:

Your Company has been practicing the principles of good corporate governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of Clause 49(X) of the Listing Agreement together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

Certificate of CEO / CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with stock exchanges, is also attached as a part of this Annual Report.

MEETINGS OF THE BOARD:

During the year under review, Five (5) meetings of the Board of Directors were held the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between two Board Meetings was not more than One Hundred and Twenty Days.

NOMINATION & REMuNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection & appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is attached along with the Corporate Governance Report of the Company that forms part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013,

a) In the preparation of the annual accounts for the financial year ended March 31,2015, the applicable accounting standards had been followed along with proper explanation relating to any 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 of the Company for the year under review

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

d) The annual accounts for the financial year ended March 31,2015 had been prepared on a 'going concern' basis.

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 are adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions of the Company are placed before the Audit Committee as also the Board for approval. Transactions with the related parties are disclosed in Note No. 23.8 in 'Notes forming part of the financial statements' annexed to the Financial Statements of the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of Contracts or Arrangements made with related parties referred to in Section 188 (1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure VII to the Board's Report.

BOARD EVALUATION:

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. Schedule IV of Companies Act, 2013 mandates that annual performance evaluation of Directors should be carried out by Independent Directors and annual performance evaluation of Independent Directors should be carried out by other Directors to the exclusion of Director being evaluated.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report. The Board approved the evaluation process results as collated by the Nomination & Remuneration Committee of the Company.

RISK Management:

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee of the Company. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

Sexual HARASSMENT:

The Company has in place an Anti Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

During the year 2014-15, no sexual harassment complaint has been registered with the Company.

Particulars OF LOANS, GuARANTEES OR INvESTMENTS:

Details of loans, guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGuLATORS OR COuRTS:

There are no significant material orders passed by the Regulators/Courts which would impact the going status of the Company & its future operations.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge with gratitude and place on record their appreciation to all stakeholders - investors, customers, suppliers, business associates, banks, regulatory and governmental authorities for their cooperation, assistance and support. Your Directors also wish to thank their employees for their dedicated services.

For & on behalf of the Board of Directors,

Sd/- Jeetendra Kapoor Mumbai, May 20, 2015 Chairman


Mar 31, 2014

The Directors take pleasure in presenting the 20th Annual Report together with the audited statement of accounts of the Company for the year ended March 31, 2014.

COMPANY PERFORMANCE:

A) FINANCIAL HIGHLIGHTS

The salient features of the Company''s financial results for the year under review are as follows:

in Lakhs

Particulars 2013-14 2012-13

Income from operations 131,53.69 140,85.25

Total expenditure 126,76.98 134,45.76

Operating profit 4,76.71 6,39.49

Interest 1,18.86 8.52

Depreciation 5,45.38 7,86.37

Operating (loss) after interest and depreciation (1,87.53) (1,55.40)

Other income 17,89.09 18,16.81

Profit before tax 16,01.56 16,61.41

Provision for taxation 5,99.47 3,28.45

Net profit after tax 10,02.09 13,32.96

Balance brought forward from previous year 207,22.90 198,28.40

Appropriations:

Disposable profits 217,24.99 211,61.36

Proposed dividend 2,60.84 2,60.84

Corporate dividend tax 44.33 44.33

Transfer to general reserve 1,00.21 1,33.30

Balance carried to balance sheet 213,19.61 207,22.90

B) RESULTS OF OPERATIONS

For the year ended March 31, 2014, the Company earned total revenue of Rs. 131,53.69 Lacs, a decrease of 7 % over the previous year''s Rs. 140,85.25 Lacs. As per the consolidated accounts, the total revenues have increased by 119% from Rs. 185,97.48 Lacs to Rs. 407,46.01 Lacs during the year under review. The Company earned net profit of Rs. 10,02.09 Lacs during the year under review as compared to net profit of Rs. 13,32.96 Lacs in the previous year.

A detailed discussion on the business performance is presented in the Management Discussion and Analysis Section of the Annual Report.

APPROPRIATIONS:

DIVIDEND

The Directors are pleased to recommend a final dividend of Rs. 0.40 per share (20% on a par value of Rs. 2 per share) for the approval of the members. The final dividend, if declared as above, would involve an outflow of Rs. 2,60.84 Lacs towards the dividend (previous year Rs. 2,60.84 Lacs) and Rs. 44,33 Lacs towards dividend tax (previous year Rs. 44.33 Lacs), resulting in a total outflow of Rs. 3,05.17 Lacs.

TRANSFER TO RESERVES

We propose to transfer Rs. 1,00.21 Lacs to the general reserve out of the amount available for appropriations. An amount of Rs. 213,19.61 Lacs is proposed to be retained in the profit and loss account.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report.

PUBLIC DEPOSITS:

During the year, your Company has not accepted and/or renewed any public deposits in terms of the provisions of Section 58A the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

SUBSIDIARY:

The Company has two (2) wholly owned subsidiaries namely Balaji Motion Pictures Limited (BMPL), incorporated in March 2007 and Bolt Media Limited (BOLT), incorporated in November 2012.

BALAJI MOTION PICTURES LIMITED (BMPL):

Balaji Motion Pictures Limited (BMPL), a wholly owned subsidiary of Balaji Telefilms Limited which is into movie production, has produced and released 6 movies during FY 2014. These were Ek Thi Daayan, Shootout at Wadala, Lootera, Once Upon a Time in Mumbai Dobaara, Shaadi Ke Side Effects and Ragini MMS-2.

In FY 2014, we scaled output substantially with diverse subjects and genres, cementing our position as a film company to reckon with. During the year under review we pride ourselves in being the only studio with the highest industry turnover despite being the youngest in the business. We successfully undertook distribution of some of our movies in limited territories, giving us the confidence to be across the value chain, from production to distribution. Going forward, BMPL aims to further scale up its healthy and steady pipeline of movies.

During FY 2015, BMPL released Main Tera Hero and Kuku Mathur Ki Jhand Ho Gayi so far. Ek Villan is next in line. A host of other projects are at various stages in their life cycle and are under planning for FY 2015 and FY 2016.

BMPL aims to build on its credibility as a leading motion picture studio and maintain focus on scripts, budgets, economies of scale and innovative marketing. The emphasis will continue on optimising risk-return trade-off by pre-sale of rights.

BOLT MEDIA LIMITED (BOLT):

Bolt Media Limited (BOLT), a wholly owned subsidiary of Balaji Telefilms Limited, has completed one full year of operations during FY2014 and has established itself well in the entertainment fraternity. During the year under review, it created two new TV shows – Ye Jawaani Tara Riri, a 78-part series for a bi-weekly show on Channel V, and Love by Chance, an episodic romcom on Bindaas TV, these shows would be broadcasted in the fiscal year 2014-15. In addition, two more TV shows created in FY2014 are in the process of getting aired by broadcasters. One of these is a 10-series epic documentary, while Dharma Kshetra, the second one, is a 26-series neo- mythological courtroom drama.

During the year, BOLT signed an AFP with the consumer products major Johnson & Johnson India to create a TV show for Life OK. The specialised show focused on how some successful women, Ekta Kapoor, Kiran Bedi, Anjali Bhagwat, Deepika Kumari, Chhavi Rajavat, among others, achieved their true calling in the light of change. The subsidiary is currently in the process of producing TV commercials and web-based advertisements for Johnson & Johnson India. BOLT aims to double its top line by the end of FY2015.

DIRECTORS:

Mr. D. K. Vasal was appointed as Additional (Non-Executive) Director of the Company w.e.f. May 15, 2014. As per the provisions of Section 161 of the Companies Act, 2013 he will hold office upto the date of the ensuing Annual General Meeting of the Company. Directors recommend his appointment as Independent Director for a term of five years at the ensuing Annual General Meeting pursuant to Section 149 (10) of the Companies Act, 2013 w.e.f. May 15, 2014. The Company has received notice under Section 160 of the Companies Act, 2013, together with requisite deposit proposing appointment of Mr. D. K. Vasal as Director of the Company.

In accordance with the Articles of Association of the Company, Mr. Jeetendra Kapoor Director retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer himself for re-appointment.

Mr. P. K. Sarda, Independent Director of the Company be re-appointment as Independent Director for a term of five years at the ensuing Annual General Meeting pursuant to Section 149 (10) of the Companies Act, 2013 w.e.f. April 1, 2014. The Company has received notice under Section 160 of the Companies Act, 2013 together with requisite deposit proposing appointment of Mr. P. K.Sarda as Director of the Company.

Mr. D.G.Rajan, Independent Director of the Company be re-appointment as Independent Director for a term of five years at the ensuing Annual General Meeting pursuant to Section 149 (10) of the Companies Act, 2013 w.e.f. April 1, 2014. The Company has received notice under Section 160 of the Companies Act, 2013 together with requisite deposit proposing appointment of Mr. D.G.Rajan as Director of the Company.

Mr. Ashutosh Khanna, Independent Director of the Company be re-appointment as Independent Director for a term of five years at the ensuing Annual General Meeting pursuant to Section 149 (10) of the Companies Act, 2013 w.e.f. April 1, 2014. The Company has received notice under Section 160 of the Companies Act, 2013 together with requisite deposit proposing appointment of Mr. Ashutosh Khanna as Director of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Sub–Section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

A brief profile of these Directors containing the details of their age, qualifications, expertise, other directorships, committee memberships, etc. has been given in the Statement attached to the Notice for the ensuing Annual General Meeting.

Mr. Akshay Chudasama who was an Independent Director ceased to be director of the company w.e.f. July 31, 2013 due to his resignation.

None of the Directors of the Company are disqualified under Section 274(1)g of the Companies Act, 1956.

MANAGEMENT:

During the year under review, following appointment and resignations of Key Managerial Personnel have taken place:

Appointment:

Name Designation Effective Date

Mrs. Simmi Singh Bisht Company Secretary May 27, 2013

Resignation:

Name Designation Effective Date

Ms. Alpa Shah Company Secretary May 27, 2013

AUDITORS'' AND AUDITORS'' REPORT:

M/s Deloitte Haskins & Sells LLP, Chartered Accountants and M/s Snehal & Associates, Chartered Accountants, Joint Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re–appointment.

The Company has received letters from all of them to the efect that their re–appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualiied for re–appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self–explanatory and do not call for any further comments.

AUDIT CHARTER:

The Audit Committee constituted by the Company consists of following directors:

1. Mr. D.G Rajan- Chairman

2. Mr. Jeetendra Kapoor- Member

3. Mr. Pradeep Sarda- Member

4. Mr. D.K. Vasal- Member

The Audit Committee acts in accordance with the terms of reference as specified under Section 177(4) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchanges and the Scope of Audit Committee as envisaged in Audit Charter.

CONSOLIDATED FINANCIAL STATEMENTS:

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2013-14.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Directors have constituted the Corporate Social Responsibility Committee. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the said Policy and recommending the amount to be spent on CSR activities.

WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism of reporting illegal or unethical behaviour. The Company has a whistle blower policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the workgroups. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

PARTICULARS OF EMPLOYEES:

Particulars of employees, as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are set out as under:

Sr. No. Full Name Current Gross Qualification

Designation & Remune Nature of Duties ration

(in Lakhs)

1. Mrs. Shobha Kapoor Managing 1,10,12,400 -

Director

2. Ms. Ekta Kapoor Joint Managing 51,25,250 -

Director

3. Mr. Ketan Gupta Chief Operating 60,00,000 B.Com

Officer - Special Projects

4. *Mr. Jay Sampat Group Strategy 44,01,144 Engineering,

Head M.M.S & CFA

(ICFAI)

Sr.Full Name Date Experience Age Previous

No. of (Years) (Years) Employment Joining 1.Mrs.Shobha Kapoor November 19 65 N/A

10, 1994 2.Ms.Ekta Kapoor November 19 39 N/A 10,1994

3.Mr.Ketan Gupta February 17 36 Head Production

1, 2012 & Operations, Fox

- Television Studio India Pvt Ltd

4.*Mr.Jay Sampat August 10 39 Accenture 1, 2013

Note:

1. The gross remuneration shown above comprises of salary, commission, allowances, Company''s contribution to provident fund, gratuity fund, medical insurance and monetary value of the perquisites as per income tax rules.

2. Services of Mrs. Shobha Kapoor and Ms. Ekta Kapoor are terminable by twelve months'' notice respectively. Services of all other employees mentioned above are terminable by either party in accordance with the terms and conditions specified in their appointment letter.

3. None of the employees mentioned above are related to any Directors of the Company, except for Mrs. Shobha Kapoor and Ms. Ekta Kapoor, who are related to each other.

4. As on March 31, 2014, Mrs. Shobha Kapoor held 91,29,462 shares constituting 14% and Ms. Ekta Kapoor held 1,35,72,704 shares constituting 20.81% of the issued and paid up share capital in the Company, respectively.

5. * Indicates employed for part of the year.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956:

As per Section 212 of the Companies Act, 1956, we are required to attach certain documents of our subsidiaries. We have attached the Directors'' Report, Auditors'' Report, Balance Sheet and Profit and Loss account of Balaji Motion Pictures Limited and Bolt Media Limited, the wholly owned subsidiaries of the Company and the statement under Section 212 of the holding company''s interest in the subsidiary. The Company also presents the audited consolidated financial statements in the Annual Report. We believe that the consolidated accounts present a full and fair picture of the state of affairs and financial condition of the Company.

CONSERVATION OF ENERGY:

ENERGY CONSERVATION MEASURES TAKEN BY THE COMPANY

Our operations are not energy intensive. However, significant measures are taken to reduce energy consumption by using energy- efficient computers and by purchasing energy-efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible, and regularly upgrade old equipment with more energy-efficient equipment. Currently, we use Compact Fluorescent Lamp (CFL) fixtures to reduce the power consumption in the illumination system.

ADDITIONAL INVESTMENTS AND PROPOSALS, IF ANY, BEING IMPLEMENTED FOR REDUCTION OF CONSUMPTION OF ENERGY

We regularly conduct a survey of our existing infrastructure and assess the need to adopt newer energy efficient technologies.

IMPACT OF THE MEASURES AND CONSEQUENT IMPACT ON THE COST OF PRODUCTION OF GOODS

Energy costs comprise a miniscule part of our total expenditure and the financial impact of these measures is not material.

TOTAL ENERGY CONSUMPTION

Since the Company does not form part of the list of industries specified in the schedule, the same is not applicable to the Company.

TECHNOLOGY ABSORPTION:

The Company''s research and development initiative mainly consists of ideation of new subjects for our content production business, which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifiable.

The Company is an integrated player in the entertainment industry and our business is such that there is limited scope for new technology absorption, adaptation and innovation. However, the Company uses the latest technology, wherever possible to deliver superior production value, as a regular process.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earnings is Rs. Nil , (Previous Year :Rs. Nil) and the foreign exchange outgo is Rs. Nil, (Previous YearRs. 45.51 Lacs) as given in Point 23.9 in notes forming part of the financial statements.

FIXED DEPOSITS:

During the year under review the Company has not accepted any fixed deposit and as such, no amount of principal or interest was outstanding as on the balance sheet date.

CORPORATE GOVERNANCE:

Your Company has been practising the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of Clause 49(VI) of the Listing Agreement together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

Certificate of CEO / CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with stock exchanges, is also attached as a part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 and based on the representation received from the operating management, the Directors hereby confirm that:

- In the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards had been followed along with proper explanation relating to any material departures;

- Such accounting policies had been selected and applied consistently and judgments and estimates, made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

- Proper and sufficient care had 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 fraud and other irregularities;

- The annual accounts for the financial year ended March 31, 2014 had been prepared on a ''going concern'' basis.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge with gratitude and place on record their appreciation to all stakeholders - customers, suppliers, business associates, banks, regulatory and governmental authorities for their cooperation, assistance and support. Your Directors also wish to thank all the shareholders for their sustained confidence and their employees for their dedicated services.

For & on behalf of the Board of Directors,

Jeetendra Kapoor

Mumbai, May 15, 2014 Chairman


Mar 31, 2012

The Directors take pleasure in presenting the Eighteenth Annual Report together with the audited statement of accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS

(Rs. in Lacs)

2011-12 2010-11

income FROM operations 12,935.60 15,053.87

Total expenditure 13,645.25 15,283.41

Operating profit /(loss) (709.65) (229.54)

Interest - -

Depreciation 710.84 1,070.30

Operating profit /(loss)after interest and depreciation (1,420.49) (1,299.84)

Other income 2,648.95 1,546.76

Profit before tax 1,228.46 139.95

Provision for taxation (90.44) (95.52)

Net profit before tax before discontinuing operations 1,318.87 342.44

Loss from Discontinuing Operations (157.88) 684.10

Tax expenses from Discontinuing Operations 1.28

Net profit after tax before discontinuing operations 1,160.99 (340.38)

Balance brought forward from previous year 18,935.07 19,427.53

APPROPRIATIONS

Disposable profits 20,096.06 19,087.15

Proposed dividend 130.42 130.42

Corporate dividend tax 21.16 21.66

Transfer to general reserve 116.10 -

Balance carried to Balance Sheet 9,82838 893507

results of operations

For the year ended March 31, 2012, the Company earned total revenue of Rs. 12,935.60 Lacs, a decrease of 14.07% over the previous year's Rs. 15,053.87 Lacs. As per the consolidated accounts, the total revenues have decreased by 2.30% from Rs. 19,222.37 Lacs to Rs. 18,779.90 Lacs in the year under review. The Company incurred net profit of Rs. 1,160.99 Lacs during the year under review as compared to a net loss of Rs. 340.38 Lacs in the previous year.

A detailed discussion on the business performance is presented in the Management Discussion and Analysis section of the Annual Report.

appropriations

Dividend

In accordance with the provisions of Companies (Declaration of Dividend out of Reserves) Rules, 1975, the Directors recommend a final dividend of Rs. 0.20 per share (10 percent on a par value of Rs. 2 per share) for the approval of the members. The final dividend, if declared as above, would involve an outflow of Rs. 130.42 Lacs towards the dividend (previous year Rs. 130.42 Lacs) and Rs. 21.16 Lacs towards dividend tax (previous year Rs. 21.66 Lacs), resulting in a total outflow of Rs. 151.58 Lacs.

Transfer To Reserves

We propose to transfer Rs. 116.10 Lacs to the general reserve out of the amount available for appropriations. An amount of Rs. 893.31 Lacs is proposed to be retained in the profit and loss account.

Subsidiary

The Company has one wholly owned subsidiary i.e. Balaji Motion Pictures Limited (BMPL), incorporated in March 2007, venturing into the filmed entertainment business.

Within three years of its formal existence, BMPL firmly established its place among the top 5 Indian motion picture studios. The youngest and fastest growing entity in the business today, BMPL has become synonymous with commercial cutting edge cinematic content supported by intensive and innovative marketing.

The studio has a number of award-winning and acclaimed box office blockbusters to its credit. Once Upon A Time in Mumbaai and Love Sexaur Dhokha set the ball rolling in 2010. With four releases, 2011 saw the rapid emergence of Alt Entertainment, BMPL's alternate brand, which stands for new-age cinema with alternate sensibilities. Shor in the City, an urban drama, emerged as the most acclaimed film of the year, while Ragini MMS, a paranormal thriller made on a shoe-string budget, became the biggest hit. Alt's foray into regional cinema with its maiden State Award-winning Marathi co-production, Taryanche Bait, was received with an overwhelming response and set new box office precedents. The year ended on a crescendo with the runaway success of The Dirty Picture, unarguably, the most acclaimed, celebrated and discussed film of Indian cinema.

Continuing its exponential growth curve, BMPL is expected to release three major productions in 2012-2013 and five in 2013-2014.

The Company's Board has approved an investment upto Rs. 150 Crores in form of interest free temporary loan/ advances to BMPL. BMPL achieved a turnover of Rs. 5,845.50 Lacs as against Rs. 4,169.70 Lacs during the previous fiscal. In the current financial year, BMPL has reported profit of Rs. 882.79 Lacs, as against Rs. 232.35 Lacs for the previous fiscal.

DIRECTORS

Mr. Jeetendra Kapoor and Mr. D. G. Rajan retire by rotation at the ensuing Annual General Meeting. Mr. Jeetendra Kapoor and Mr. D. G. Rajan being eligible, offer themselves for re-appointment.

The brief resume/details relating to the Directors who are to be appointed/re-appointed are furnished alongwith the notice convening the Annual General Meeting.

MANAGEMENT

On sale of the Education and Mobile business divisions, their respective Chief Executive Officers, Mr. Anurag Gupta and Mr. Punyasholk Bhakta have moved on with the divisions. Mr. Manuj Agarwal resigned from his position of Chief Executive Officer - Television.

AUDITORS

M/s. Deloitte Haskins and Sells, Chartered Accountants, Mumbai and M/s. Snehal & Associates, Chartered Accountants, Mumbai, the Joint Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have also confirmed their eligibility and willingness for re- appointment if made the Joint Auditors of the Company and confirmed that, if appointed as auditors for the year 2012-13, their appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2011-12.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are set out as under:

Sr. Full Name Current Gross Qualification

No. Designation & Remuneration Nature of Duties (Rs.)

1 Anurag Gupta* Chief Executive 76,27,152 PGDBM IMT Officer - Education Gaziabad Business

2 Ekta Kapoor Joint Managing 1,32,30,600 Director



Full Name Date of Experience Age Previous Joining Years Years employ ment

Anurag Gupta* 25-Feb-10 20 Years 43 Chief Execu tive Officer, Frankfinn Institute of Air- Hostess Training

Ekta Kappor 10-Nov-94 17 Years 37 N/A



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

3 Ketan Gupta Chief Operating 60,00,000 B.Com Officer - Special Projects

4 Manuj Agarwal Chief Executive 95,67,379 PGDM - Officer - Television Marketing

5 Puneet Kinra Group Chief 2,50,00,008 MBA in Executive Officer Strategy & Finance

6 Shobha Kapoor Managing Director 1,10,12,400 -

7 Srinivasa Shenoy Chief Financial 63,00,000 PG in Finance Officer & Marketing, CA

8 Punyashlok Chief Executive 51,91,975 B.Sc., M.M.S Bhakta* Officer -New Media



Full Nmae Date of Experience Age Previous Joining Years Years Employment

Ketan Gupta 1-Feb- 15 Years 34 Head - Production 2012 & Operations, Fox - Television Studio India Pvt Ltd

Manuj Agawal 16-Jul- 14 Years 37 Chief Operating Officer, 2011 Percept Ltd

Puneet Kinra 15-Oct-08 18 Years 40 Associate Director, Price water house Coopers Pvt. Ltd.

Shobha Kapoor 10-Nov-94 17 Years 63 N/A

Srinivasa Shenoy 16-Feb-09 12 Years 36 Senior Vice President Entertainment Network (India) Ltd

Punya sholok 4-Apr- 13 Years 36 Business Head 2011 (Consumer Business) & Head of Marketing Hungama Digital Media Entertainment Pvt. Ltd.

Note:

1. The gross remuneration shown above comprises of salary, commission, allowances, Company's contribution to provident fund, gratuity fund, medical insurance and monetary value of the perquisites as per income tax rules.

2. The nature of employment in all cases is contractual. Services of Ms. Shobha Kapoor and Ms. Ekta Kapoor are terminable by twelve months' notice respectively. Services of all other employees mentioned above are terminable by either party, by giving three month's notice.

3. None of the employees mentioned above are related to any Directors of the Company, except for Ms. Shobha Kapoor and Ms. Ekta Kapoor, who are related to each other.

4. As on March 31, 2012, Ms. Shobha Kapoor held 1,00,37,500 shares constituting 15.39% and Ms. Ekta Kapoor held 1,05,00,488 shares constituting 16.10% of the issued and paid up share capital in the Company, respectively.

5. * Indicates employed for part of the year.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956

As per Section 212 of the Companies Act, 1956, we are required to attach certain documents of our subsidiaries. We have attached the Directors' Report, Auditors' Report, Balance Sheet and Profit and Loss account of Balaji Motion Pictures Limited, the wholly owned subsidiary of the Company and the statement under section 212 of the holding company's interest in the subsidiary. The Company also presents the audited consolidated financial statements in the Annual Report. We believe that the consolidated accounts present a full and fair picture of the state of affairs and financial condition of the Company.

AUDITORS' REPORT

The observations of Auditors in their report read with the relevant notes to accounts in Schedule 15 are self- explanatory and do not require further explanation.

conservation of energy

Energy conservation measures taken by the Company

Our operations are not energy intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy-efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible, and regularly upgrade old equipment with more energy-efficient equipment. Currently, we use CFL fixtures to reduce the power consumption in the illumination system.

Additional investments and proposals, if any, being implemented for reduction of consumption of energy We regularly conduct a survey of our existing infrastructure and assess the need to adopt newer energy efficient technologies.

Impact of the measures and consequent impact on the cost of production of goods Energy costs comprise a miniscule part of our total expenditure and the financial impact of these measures is not material.

Total energy consumption

Since the Company does not form part of the list of industries specified in the schedule, the same is not applicable to the Company.

technology absorption

The Company's research and development initiative mainly consists of ideation of new subjects for our content production business, which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifiable.

The Company is an integrated player in the entertainment industry and our business is such that there is limited scope for new technology absorption, adaptation and innovation. However, the Company uses the latest technology, wherever possible to deliver superior production value, as a regular process.

foreign exchange earnings and outgo

There was no foreign exchange earnings and the foreign exchange outgo is Rs. 102.89 Lacs, as given in Point 23.8 in notes forming part of the financial statements.

fixed deposits

The Company has not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as on the balance sheet date.

corporate governance

A separate section on corporate governance and a certificate from Auditors of the Company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges forms part of this Annual Report.

Certificate of CEO / CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with stock exchanges, is also attached as a part of this Annual Report.

directors' responsibility statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 and based on the representation received from the operating management, the Directors hereby confirm :

A That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

A That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

A That they have taken proper and sufficient care 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 fraud and other irregularities;

A That they have prepared the annual accounts on a going concern basis.

acknowledgements

Your Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, bankers and other business associates. Your Directors further wish to place on record their appreciation of the exemplary contribution made by the employees at all levels, who, through their competence, hard work, solidarity, cooperation and support enabled the Company to achieve consistent growth.

On behalf of the Board of Directors,

May 11, 2012 Jeetendra Kapoor

Mumbai Chairman


Mar 31, 2011

Dear Members,

The Directors take pleasure in presenting the Seventeenth Annual Report together with the audited statement of accounts of the Company for the year ended March 31, 2011.

Financial results

(Rs. in Lacs)

Particulars 2010-11 2009-10

Income from operations 15,194.14 15,282.41

Total expenditure 16,162.93 15,340.87

Operating profit /(loss) (968.79) (58.46)

Interest - -

Depreciation 1,117.82 1,033.43

Operating profit /(loss)after interest and

depreciation (2,086.61) (1,091.89)

Other income 1,654.62 3,317.16

Profit before tax (431.99) 2,225.27

Provision for taxation 91.61 706.18

Net profit after tax (340.38) 1,519.09

Balance brought forward from previous year 19,427.53 18,290.55

Appropriations

Disposable profits 19,087.15 19,809.64

Proposed dividend 130.42 195.63

Corporate dividend tax 21.66 33.26

Transfer to general reserve - 153.22

Balance carried to Balance Sheet 18,935.07 19,427.53

RESULTS OF OPERATIONS

For the year ended March 31, 2011, the Company earned total revenue of Rs. 16,848.76 Lacs, a decrease of 9.41% over the previous year's Rs. 18,599.57 Lacs. As per the consolidated accounts, the total revenues have increased by 9.70% from Rs. 19,190.54 Lacs to Rs. 21,052.27 Lacs in the year under review. The Company incurred net loss of Rs. 340.38 Lacs during the year under review as compared to a net profit of Rs. 1,519.09 Lacs in the previous year.

A detailed discussion on the business performance is presented in the Management Discussion and Analysis section of the Annual Report.

APPROPRIATION

Dividend

In accordance with the provisions of Companies (Declaration of Dividend out of Reserves) Rules, 1975, the Directors recommend a final dividend of Rs. 0.20 per share (10 per cent on a par value of Rs. 2 per share) for the approval of the members. The final dividend, if declared as above, would involve an outflow of Rs. 130.42 Lacs towards the dividend (previous year Rs. 195.63 Lacs) and Rs. 21.66 Lacs towards dividend tax (previous year Rs. 33.26 Lacs), resulting in a total outflow of Rs. 152.08 Lacs.

Transfer to Reserves

Since the Company has incurred losses during the year, no amount has been transferred to the General Reserve. Dividend has been declared out of the accumulated profits available for distribution. Post proposed dividend, an amount of Rs. 18,935.07 Lacs has been retained in the Profit and Loss Account.

Subsidiary

The Company has one wholly owned subsidiary i.e. Balaji Motion Pictures Limited (BMPL), incorporated in March 2007, to handle the filmed entertainment business.

The year has been an eventful one for BMPL. The box office blockbuster, 'Once Upon A Time in Mumbai', emerged as one of the most celebrated films of the year, bagging multiple awards in various categories.

Subsequent to the financial year end, 'Short in the City', the most acclaimed film of the season, and 'Raging MMS', an unconventional paranormal thriller, were both released successfully, and established the company's Alt brand, which stands for new-age commercial cinema with alternate sensibilities.

In April 2011, BMPL forayed into regional cinema with its maiden Marathi co- production, 'Taryanche Bait', which received an overwhelming response from the media and audiences alike, and set new precedents at the box office.

BMPL is currently filming its forthcoming multi-starrer, 'The Dirty Picture', which is due for a release later this year.

A number of other projects are under active discussion. The Company expects to release as many as five films in 2012-2013, compared to four in 2011-2012 and two in 2010-2011.

BMPL achieved a turnover of Rs. 4204.71 Lacs as against Rs. 592.17 Lacs during the previous fiscal. In the current financial year, BMPL has reported profit of Rs. 288.86 Lacs against a loss of Rs. 889.90 Lacs for the previous fiscal.

Directors

Mr. Ashutosh Khanna and Mr. Tusshar Kapoor were appointed as Additional (Non-Executive) Directors of the Company with effect from August 27, 2010. As per the provisions of section 260 of the Companies Act, 1956, they will hold office upto the date of the ensuing Annual General Meeting of the Company.

The Company has received notices under section 257 of the Companies Act, 1956, together with requisite deposit proposing appointment of Mr. Ashutosh Khanna and Mr. Tusshar Kapoor as Directors of the Company.

Mr. Akshay Chudasama and Mr. Pradeep Sarda retire by rotation at the ensuing Annual General Meeting. Mr. Akshay Chudasama and Mr. Pradeep Sarda being eligible, offer themselves for re- appointment.

The brief resume/details relating to the Directors who are to be appointed/re- appointed are furnished alongwith the notice convening the Annual General Meeting.

MANAGEMENT

Mr. Manuj Agarwal was appointed as Chief Executive Officer - Television, effective July 30, 2010. Mr. Uday Sodhi, Chief Executive Officer – New Media, resigned effective September 18, 2010 and Mr. Punyashlok Bhakta was appointed as Chief Executive Officer – New Media, effective April 4, 2011.

AUDITORS

M/s. Deloitte Haskins and Sells, Chartered Accountants, Mumbai and M/s. Snehal & Associates, Chartered Accountants, Mumbai, the Joint Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have also confirmed their eligibility and willingness for re-appointment if made the Joint Auditors of the Company and confirmed that, if appointed as auditors for the year 2011–12, their appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2010-11.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956

As per Section 212 of the Companies Act, 1956, we are required to attach certain documents of our subsidiary. We have attached the Directors' Report, Auditor's Report, Balance Sheet and Profit and Loss Account of Balaji Motion Pictures Limited, the wholly owned subsidiary of the Company and the statement under section 212 of the holding company's interest in the subsidiary. The Company also presents the audited consolidated financial statements in the Annual Report. We believe that the consolidated accounts present a full and fair picture of the state of affairs and financial condition, and are accepted globally.

AUDITORS REPORT

The observations of Auditors in their report read with the relevant notes to accounts in Schedule 15 are self-explanatory and do not require further explanation.

CONSERVATION OF ENERGY

Energy conservation measures taken by the Company

Our operations are not energy intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy-efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible, and regularly upgrade old equipment with more energy- efficient equipment. Currently, we use CFL fixtures to reduce the power consumption in the illumination system.

Additional investments and proposals, if any, being implemented for reduction of consumption of energy We regularly conduct a survey of our existing infrastructure and assess the need to adopt newer energy efficient technologies.

Impact of the measures and consequent impact on the cost of production of goods

Energy costs comprise a miniscule part of our total expenditure and the financial impact of these measures is not material.

Total energy consumption

Since the Company does not form part of the list of industries specified in the schedule, the same is not applicable to the Company.

TECHNOLOGY ABSORPTION

The Company's research and development initiative mainly consists of ideation of new subjects for our content production business, which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifiable.

The Company is an integrated player in the entertainment industry and our business is such that there is limited scope for new technology absorption, adaptation and innovation. However, the Company uses the latest technology, wherever possible to deliver better production value, as a regular process.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange earnings and the outgo is Rs. 55.92 Lacs, as given in Point 15 in Schedule 15 (statement of significant accounting policies and notes forming part of accounts) of the Financial Statements.

FIXED DEPOSITS

The Company has not accepted any fixed deposits and as such, no amount of principal or interest was outstanding as on the balance sheet date.

CORPORATE GOVERNANCE

A separate section on corporate governance and a certificate from Auditors of the Company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges forms part of this Annual Report.

Certificate of CEO / CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with stock exchanges, is also attached as a part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 and based on the representation received from the operating management, the Directors hereby confirm

- That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

- Thatthey have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

- That they have taken proper and sufficient care 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 fraud and other irregularities;

- That they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, bankers and other business associates. Your Directors further wish to place on record their appreciation of the exemplary contribution made by the employees at all levels, who, through their competence, hard work, solidarity, cooperation and support enabled the Company to achieve consistent growth

On behalf of the Board of Directors,

Jeetendra Kapoor Chairman

May 23, 2011 Mumbai


Mar 31, 2010

The Directors take pleasure in presenting the Sixteenth Annual Report together with the audited statement of accounts of the Company for the year ended March 31, 2010.

FinanciaL results

(Rupees in Lacs)

Particulars 2009-10 2008-09

income from operations 15,282.41 29,491.89

Total expenditure 15,340.87 25,515.28

operating profit /(loss) (58.46) 3,976.61

interest 0.00 0.00

Depreciation 1,033.43 2,352.26

operating profit /(loss)after interest and depreciation (1,091.89) 1,624.35

Other income 3,317.16 2,127.03

profit before tax 2,225.27 3,751.38

Provision for taxation 706.18 1,119.26

net profit after tax 1,519.09 2,632.12

Balance brought forward from previous year 18,290.55 16,154.01

appropriations

Disposable profits 19,809.64 18,786.13

Proposed dividend 195.63 195.63

Corporate dividend tax 33.26 33.26

Transfer to general reserve 153.22 266.69

Balance carried to Balance Sheet 19,427.53 18,290.55

Results of operations

For the year ended March 31, 2010, the Company earned total revenue of Rs. 18,599.57 Lacs, a decrease of 41.18% over the previous year’s Rs. 31,618.92 Lacs. As per the consolidated accounts, the total revenues have decreased by 46.02% from Rs. 35,641.37 Lacs to Rs. 19,238.03 Lacs in the year under review. The net profit of the Company for the year decreased from Rs. 2,632.12 Lacs to Rs. 1519.09 Lacs in the year under review, a decrease of 42.55%.

A detailed discussion on the business performance is presented in the Management Discussion and Analysis section of the Annual Report.

AppropriaTions

Dividend

The Directors are pleased to recommend a fnal dividend of Rs. 0.30 per share (15 per cent on a par value of Rs. 2 per share) for the approval of the members. The fnal dividend, if declared as above, would involve an outfow of Rs. 195.63 Lacs towards the dividend (previous year Rs. 195.63 Lacs) and Rs. 33.26 Lacs towards dividend tax (previous year Rs. 33.26 Lacs), resulting in a total outfow of Rs. 228.89 Lacs, same as in the previous year. Dividend (including dividend tax) as percentage of profit after tax is 14.94%, as compared to 8.58% in the previous year.

Transfer To reserves

We propose to transfer Rs. 153.22 Lacs to the general reserve out of the amount available for appropriations. An amount of Rs. 19,427.53 Lacs is proposed to be retained in the profit and loss account.

Subsidiary

During the year the Company had one wholly owned subsidiary: Balaji Motion Pictures Limited (BMPL).

BMPL was established in March 2007 to handle the flm related business of the Company. BMPL successfully released one movie during the year. It has completed production of three flms which are tentatively scheduled for release in the fnancial year 2010-11. Further, the Company is at various stages of discussion with various parties for additional movie ventures during the year. BMPL achieved turnover of Rs. 638.58 Lacs compared to Rs. 4,256.06 Lacs of last year. In the current fnancial year BMPL has reported loss of Rs. 889.90 Lacs compared to loss of Rs. 2,331.06 Lacs for last year.

Directors

Mr. D. G. Rajan was appointed as Additional (Non- Executive and Independent) Director of the Company with effect from July 19, 2010. As per the provisions of section 260 of the Companies Act, 1956, he will hold offce upto the date of the ensuing Annual General Meeting of the Company.

The Company has received notice under section 257 of the Companies Act, 1956, together with requisite deposit proposing appointment of Mr. D. G. Rajan as Director of the Company.

Mr. Jeetendra Kapoor and Mr. Dhruv Kaji retire by rotation at the ensuing Annual General Meeting. Mr. Jeetendra Kapoor and Mr. Dhruv Kaji being eligible, offer themselves for re-appointment.

The brief resume/details relating to the Directors who are to be appointed/re-appointed are furnished alongwith the notice convening the Annual General Meeting.

Management

Mr. Nachiket Pantvaidya, Chief Executive Offcer - Television resigned effective October 31, 2009 and Mr. Anurag Gupta was appointed as Chief Executive Offcer - Education effective February 25, 2010. Mr. Srinivasa Shenoy was appointed as Chief Financial Offcer of the Company in place of Mr. Sunil Shahani, who resigned effective september 22, 2009.

Auditors

M/s. Deloitte Haskins and Sells, Chartered Accountants, Mumbai and M/s. Snehal & Associates, Chartered Accountants, Mumbai, the Joint Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have also confrmed their eligibility and willingness for re- appointment if made the Joint Auditors of the Company and confrmed that, if appointed as auditors for the year 2010- 11, their appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Consolidated Financial Statements

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the fnancial year 2009-10.

Sr. Full Name Current Designation & Gross No. Nature of Duties No. Remuneration

(Rupees)

1 Abhijit Nath* Vice President-Risk and Investments 19,31,237

2 Anurag Gupta* Chief Executive Officer-Education Business 9,53,107

3 ArpitAgrawal* Sr. Vice President-Operations 29,16,667

4 Ashish Gharde Chief People Officer 49,88,076

5 Darshan Patodi* Vice President-Internet-New Media 26,29,347

6 Ekta Kapoor Joint Managing Director 1,32,30,600

7 Gaurav Chopra* Financial Controller 16,75,241

8 Malini Rai* Vice President-Corporate Communications 10,71,667

9 ManishVerma* Chief Technology Officer 18,38,712

10 Meenakshi Roy* Chief People Officer 12,09,677

11 Nachiket Pant vaidya* Chief Executive Officer-Television 61,25,397

12 Nidhiee Sharma* Vice President-International Business 8,08,394

13 PuneetKinra Group Chief Executive Officer 1,90,00,000

14 Rajneel Kumar Vice President-Mobile Revenue - New Media 24,22,320

15 Rajnikant Dhorajia* SeniorVice President- Mobile - New Media 36,90,235

16 Ramalingam Chief Executive Officer 38,30,520 Karthikeyan*

17 Rohit Chopra* Chief Legal Officer 35,09,991

18 SakettSaawhney* General Manager-Production 17,93,884

19 SanjayAggarwal* Chief Risk & Investment Officer 10,83,333

20 Shobha Kapoor Managing Director 1,10,12,400

21 Simmi Kama* SeniorVice President-Business Development 21,25,605

22 Srinivasa Shenoy Chief Financial Officer 43,66,667

23 Subhaa Venkat* Vice President-Creative-Television 15,80,387

24 SunilShahani* Chief Financial Officer 25,45,840

25 UdaySodhi Chief Executive Officer-New Media 70,00,008

26 VinodAhuja* SeniorVice President 3,33,337

Full Name Qualification Date of Joining Experience

Abhijit Nath MBA July 14, 2009 5 Years

Anurag Gupta PGDBMFeb 25, 2010 18 Years

Arpit Agrawal Matriculation April 1,2009 14Years

Ashish Gharde MBA Feb 12, 2008 12Years

Darshan Patodi MBA April 23, 2009 10 Years

Ekta Kapoot - Nov 10,1994 15 Years

Gaurav Chopra B.Com, CA&CIMA Sep 10,2009 11 Years

Bachelors in

Malini Rai May 18,2009 12Years Journalism, MBA

Manish Verma B.E., MDP Oct 7, 2009 16 Years

Meenakshi Roy B.A., DHRM April 1,2009 16 Years

Nachiket Pantvaidya B.Sc, PGDM-IIMA Feb 16,2009 16 Years

Nidhiee Sharma B.A., MBA Aug 25,2009 11 Years

Puneet Kinra MBA Oct 15, 2008 16 Years

Rajneel Kumar B.Com, PGDBM April 1,2009 10 Years

Rajnikant Dhorajia B.E..PGDBM April 16,2009 13 Years Ramalingam Karthikeyan M Sc, MBA " March 1,2000 16Years

Rohit Chopra B.A., LLB. May 6, 2009 11 Years

Sakett Saawhney B.Com May 1,2009 11 Years

Sanjay Aggarwal B.Com, BGL.CA April 27, 2009 9 Years

Shobha Kapoor - Nov 10,1994 15 Years

Simmi Karna M.Sc, M.Phil Aug 17,2009 6 Years

Srinivasa Shenoy PGDBM, CA Feb 16,2009 10 Years

Subhaa Venkat B.Com, MA Aug 5,2009 24 Years

Sunil Shahani CA, CWA Feb 11,2009 17 Years

Uday Sdhi B.Sc, MMS Feb 16,2009 19 Years

Vinod Ahuja M.Sc, PGDBM Jan 5,2009 41 Yearrs

Full Name Age Previous Employment

Abhijit Nath 28 Rreef India Advisors Pvt. Ltd.

Anurag Gupta 41 Frankfinn Aviation Services Pvt. Ltd.

Ashish Gharda 39 MiditechPvt.Ltd.

Darshan Patodi 35 Music Broadcast India Pvt. Ltd.

Ekta Kapoor 33 Reliance Big Entertainment Pvt. Ltd.

Gaurav Chopra 35 N/A

Malini Rai 33 The Bombay Dyeing And Manufacturing Co. Ltd.

Manish Verma 33 Kingfisher Airlines Ltd.

Meenakshi Roy 36 Yahoo India Pvt. Ltd

Nachiket Pantvaidaya40 Mentamind Consulting

Nidhiee Sharma 39 BBC Global Channels

Puneet Kinra 36 Independent Producers Director

Rajneel Kumar 38 PricewaterhouseCoopers Pvt. Ltd.

Rajnikant Dhorjia 34 Reliance Big Entertainment Pvt. Ltd.

Ramalingam 38 People Infocom Pvt. Ltd.

Karthikeyan 41 Nimbus Communications Ltd.

Rohit Chopra 35 Reliance Big Broadcasting Pvt. Ltd.

Sakett Saawhney 31 Ram Gopal Verma

Sanjay Aggarwal 38 Atherstone Capital

Shobha Kapoor 61 N/A

Simmi Kama 45 International Management Group

Srinivasa Shenoy 34 Entertainment Network (India) Ltd.

Subhaa Venkat 44 Radaan Media Works (I) Ltd.

Sunil Shahani 42 The Walt Disney Company India Pvt. Ltd.

Uday Sodhi 44 Rediff.com India Ltd.

Vinod Ahuja 58 Indian Army

ParticuLars under section 212 of The companies act, 1956

As per Section 212 of the Companies Act, 1956, we are required to attach certain documents of our subsidiaries. We have attached the directors’ report, auditors’ report, balance sheet and profit and loss account of Balaji Motion Pictures Limited, the wholly owned subsidiary of the Company and the statement under section 212 of the holding company’s interest in the subsidiaries. The Company also presents the audited consolidated fnancial statements in the Annual Report. We believe that the consolidated accounts present a full and fair picture of the state of affairs and fnancial condition, and are accepted globally.

AudiTors’ reporT

The observations of Auditors in their report read with the relevant notes to accounts in Schedule 15 are self- explanatory and do not require further explanation.

ConservaTion oF energy

Energy conservation measures taken by the company

Our operations are not energy intensive. However, signifcant measures are taken to reduce energy consumption by using energy-effcient computers and by purchasing energy-effcient equipment. We purchase PCs, laptops, air conditioners etc. that meet environmental standards, wherever possible and replace the old equipment with more energy-effcient equipment. Currently, we use CFL fxtures to reduce the power consumption in the illumination system.

Additional investments & proposals, if any, being implemented for reducing consumption of energy

We constantly evaluate new technologies and invest into this to make our infrastructure more energy effcient.

Impact of the measures and consequent impact on the cost of production of goods

As energy costs comprise a very small part of our total expenses, the fnancial impact of these measures is not material.

Total energy consumption

Since the Company does not form part of the list of industries specifed in the schedule, the same is not applicable to the Company.

TechnoLogy AbsorpTion

The Company’s research and development initiatives mainly consists of ideation of new subjects for our serials which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifable.

The Company is an integrated player in the entertainment industry and our business is such that there is limited scope for new technology absorption, adaptation and innovation. However, the Company uses the latest technology, wherever possible for better production values as a regular process.

Foreign exchange earnings and ouTgo

The foreign exchange earnings is Rs. 3,663.72 Lacs and the outgo is Rs. 16.2 Lacs, as given in Point 14 in Schedule 15 (statement of signifcant accounting policies and notes forming part of accounts) of the Financial statements.

Fixed deposiTs

The Company has not accepted any fxed deposits and as such, no amount of principal or interest was outstanding as on the balance sheet date.

CorporaTe governance

A separate section on corporate governance and a certifcate from Auditors of the Company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges forms part of this Annual Report.

Certifcate of CEO / CFO, inter alia, confrming the correctness of the fnancial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with stock exchanges, is also attached as a part of this Annual Report.

Directors responsibiltiy statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 and based on the representation received from the operating management, the Directors hereby confrm :

- That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

- That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and of the

profit or loss of the Company for that period;

- That they have taken proper and suffcient care 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 fraud and other irregularities;

- That they have prepared the annual accounts on a going concern basis.

Acknowledgements

Your Directors takes this opportunity to express their sincere appreciation for the excellent support and co- operation extended by the shareholders, bankers and other business associates. Your Directors further wish to place on record their appreciation of the exemplary contribution made by the employees at all levels, who, through their competence, hard work, solidarity, cooperation and support enabled the Company to achieve consistent growth.

On behalf of the Board of Directors,

Jeetendra Kapoor

Chairman

July 19, 2010

Mumbai

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