Directors Report of Divine Multimedia (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2015-.

STANDALONE SUMMARISED FINANCIAL RESULTS:

(Rs. Amount in Rupees)

Particulars 2014-15 2013-14

Total Income 4,39,13,898 1,41,19,985

Total Expenditure 8,57,43,418 997,11,448

Profit before exceptional and (4,18,29,520) (8,58,91,463) extraordinary items and tax

Less: Exceptional item 1,00,000 -

Profit before extraordinary items and tax (4,08,29,520) (8,58,91,463)

Tax 8,561

Net Profit/(Loss) After Tax (4,08,29,520) (8,56,00,024)

COMPANY'S PERFORMANCE:

In the Current year under review, The Company booked a Loss of Rs. (4, 08, 29,520) in the Current year operation.

STANDALONE FINANCIAL STATEMENTS:

The Audited Financial Statements of the Company for the financial year ended 31st March, 2015, prepared in accordance with the Companies Act, 2013 ("the Act")

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing with Stock Exchange in India, is presented in a separate section forming part of the Annual Report.

STATE OF AFFAIRS OF THE COMPANY: FUTURE OUTLOOK:

The Company's major focus is to engage in the development, production, and distribution of commercial entertainment materials in all formats.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

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

DIVIDEND:

Your Directors do not recommend any Dividend FIXED DEPOSIT:

As on 31st March, 2015, the Company held no deposit in any form from anyone. There was no deposit held by the company as on 31st March, 2015, which was overdue or unclaimed by the depositors. For the present, the Board of Directors has resolved that not to accept any deposit from public.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year under review there were no material change and commitment affecting the financial position of the Company.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made there under and the Articles of Association of the Company, Mr. Prakash Biharilal Dhebar, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offered himself for re-appointment.

Mrs. Smita Pandya Director of the company resigned from the Board w.e.f 11th February, 2015 and Mr. Lokanath Mishra Resigned from the Board w.e.f 22nd June, 2015 due to pre occupation

INDEPENDENT DIRECTORS DECLARATION:

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

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not related to promoters or directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have /had no pecuniary relationship with company, its holding, subsidiary or associate company , or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent. or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives--

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of--

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent. or more of the gross turnover of such firm;

(iii) Holds together with his relatives two percent. or more of the total voting power of the company; or

(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit organization that receives twenty-five percent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent. or more of the total voting power of the company;

6. Independent Director possesses such qualifications as may be directed by the Board.

The Company & the Independent Directors shall abide by the provisions specified in Schedule IV of the Companies Act, 2013.

BOARD EVALUATION:

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors should be done by the entire Board of Directors, excluded the 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 Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review, the performance of the Board & Committees and Individual Director(s) based on the below parameters was satisfactory:

(i) Most of the Directors attended the Board meeting;

(ii) The remunerations if any paid to executive Directors are strictly as per the company and industry policy.

(iii) The Independent Directors only received sitting fees if any.

(iv) The Independent Directors contributed a lot in the Board and committee deliberation and business and operation of the company and subsidiaries based on their experience and knowledge and Independent views.

(v) The Credit Policy, Loan Policy and compliances were reviewed periodically;

(vi) Risk Management Policy was implemented at all critical levels and monitored by the Internal Audit team who places report with the Board and Audit committee.

MEETING OF INDEPENDENT DIRECTORS:

Pursuant of the provision of Section 149 (8) of the Companies Act, 2013 read with Schedule IV and Clause 49 of the Listing Agreement, the Independent Directors of the Company held their meeting on 11th February, 2015, reviewed the performance of non- independent directors and the Board as a whole including the Chairperson of the Company, views expressed by the executive directors and non-executive directors at various level, and quantified the quality, quantity and timeliness of flow of information between the Company, management and the Board and expressed satisfaction.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on 31st March, 2015, the Board consists of 4 members. Out of which two is the Independent Directors, two Promoter directors and the four is the Executive Directors.

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board and are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

COMMITTEES OF THE BOARD:

Currently, the Board has Three Committees: 1) Audit Committee, 2) Nomination and Remuneration Committee, 3) Shares Transfer /Investor Grievances Committee.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report that forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee under the Chairmanship of the Independent Director Mr. Chandrakant Ramchandra Joshi, Mr. Devendrasinh Dalpatsinh Umat and Mr. Prakash Biharilal Dhebar.

The Gist of the Policy of the said committee:

For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to become Independent Director(ID);

b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;

e. Independent Director should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f. Independent Director should be able to devote time for the Board and other meetings of the company;

g. Entitled for sitting fees and Reasonable conveyance to attend the meetings; and

h. Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual General Meeting.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm:

(I) That in the preparation of the accounts for the financial year ended 31stMarch, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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;

(iii) That the Directors have taken proper and sufficient care 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;

(iv) That the Directors have prepared the accounts for the financial year ended 31stMarch 2015 on a 'going concern' basis.

(v) The internal financial controls laid and have been followed by the company and that such controls are adequate and are operating effectively. Such controls means controls and policies and procedures adopted and adherence by the company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficiency.

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

AUDITORS:

STATUTORY AUDITORS

At the Annual General Meeting held on 27th September, 2014, M/s. Motilal & Associates, Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the 26th Annual General Meeting to be held in the calendar year 2017.

In terms of the first provision to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Motilal & Associates, Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.

In this regard, the Company has received a certificate from the auditors to the effect that if they are re- appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

SECRETARIAL AUDITOR

M/s. S. Bhattbhatt & Co. Company Secretraies in Practice was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there under.

The Board has appointed M/s. S. Bhattbhatt & Co. Company Secretaries in Practice, as secretarial auditor of the Company for the financial year 2015-16.

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self-explanatory and do not call for any comments under section 134 of the companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:

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

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY:

The Company continues its policy of encouraging energy conservation measures. The regular review of energy consumption and the systems installed to control utilization of energy is undertaken.

B) RESEARCH &DEVELOPMENT ACTIVITIES:

There is a dedicated team being formed which conduct market research will prepare the inputs which will be used to create the R&D Pipeline.

C) TECHNOLOGY ABSORPTION:

The Company is equipped with technologies from world's leaders.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy (FRM) to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

RELATED PARTY TRANSACTIONS/CONTRACTS:

Pursuant to the Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) are available in the Note no 23 of the, Standalone financial statements section of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

EXTRACT OF ANNUAL RETURNS

Pursuant to the Section 134(3)(a) of the Companies Act, 2013, the details forming part of the extract of the Annual Return is Form MGT-9 is Annexure-V.

HUMAN RESOURCES MANAGEMENT:

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company. The relationship with the workers has continued to be cordial.

To ensure good human resources management at the company, we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs.

As per 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 Annexure-VI to this Board's report.

In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no employee(s) drawing remuneration in excess of limits set out in said rules forms part of the annual report.

Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours from 11 a.m to 2 p.m on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a Certificate from M/s. Motilal Jain & Associates Chartered Accountant, regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchange forms part of this Report and Annexure-VII to this Board's Report.

INSURANCE OF ASSETS

All the fixed assets and material of the company have been insured against fire and allied risks.

BANK AND FINANCIAL INSTITUTIONS

Directors are thankful to their bankers for their continued support to the company.

ACKNOWLEDGMENTS

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

On behalf of the Board of Directors.

Place: Vadodara Dated: 29th May, 2015

Sd/- Sd/- Prakash Biharilal Dhebar Chandrakant Ramchandra Joshi Managing Director Director DIN:02488046 DIN:06694293

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Mar 31, 2014

The Members

Divine Multimedia (India) Limited

The directors are pleased to present the 23rd Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The highlights of the Financial Results are as under: Rs in Lakh) Year Ended Year Ended Particulars 31/03/2014 31/03/2013

Revenue from operations 55.90 -

Other Income -780.90 131.42

Total -725.00 131.42

(-) Total Expenditures 130.92 101.94

Profit Before Tax -855.92 29.48

(-) Tax Expense 0.09 9.70

Profit After Tax -856.00 19.78

FINANCIAL HIGHLIGHTS

During the financial year under review the total revenue of the company has decreased as compared to figures of previous years due to unfavorable business conditions and inflation.

DIVIDEND

The Board of Directors expresses its inability to recommend any dividend for the financial year under review due to losses.

DIRECTORS

Smt. Smita Pandya, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 relating to the Directors Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the Annual Account for the financial year ended 31st March, 2014 the applicable accounting standard have been followed along with proper explanations relating to material departures.

(b) The directors have selected such accounting policies and applied them consistently and made judgments and

estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the losses of the Company for the year ended on that date.

(c) The directors 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.

d) The directors have prepared the Annual Accounts on a going concern basis.

PUBLIC DEPOSITS:

The Company has not invited nor accepted any fixed deposits from the public during the year under review.

AUDITORS

M/s. Motilal & Associates, Chartered Accountant, Mumbai will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the company confirming compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed hereto and forms a part of the Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, is given as a separate statement in the Annual Report.

PARTICULARS OF EMPLOYEES

As required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975, are not applicable since, none of the employee of the company is drawing more than '' 60,00,000/- p.a. or '' 5,00,000/- p.m. for the part of the year, during the year under review.

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

The Company do not have any manufacturing operations and therefore provisions of Section 217(1) (e) of the Companies Act, 1956 relating to conversation of Energy and Technology Absorption are not applicable.

ACKNOWLEDGEMENTS

Your Directors appreciates the high degree of professionalism, commitment and dedication displayed by all the employees, constituents and its suppliers, technology partners, associates and partners at all levels. The Directors also place on record their gratitude to the members for their continued support and confidence.

By Order of the Board of Directors DIVINE MULTIMEDIA (INDIA) LIMITED

Place :27/08/2014 Prakash Dhebar Date : Vadodara (Managing Director)

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Mar 31, 2012

To The Members of Divine Multimedia (India) Limited

The directors are pleased to present the 21st Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS:

The highlights of the Financial Results are as under:

(Rs. in Lakhs)

Year Year Particulars Ended Ended 31/03/2012 31/03/2011

Income from Sales 1458.40 2432.16

Other Income 133.23 56.52

Total 1591.63 2488.68

(-) Total Expenditures 1556.55 2466.50

(-) Depreciation 1.83 0.80

Profit Before Tax 33.25 21.38

(-) Exceptional Items / Prior Period Items 0.02 -

(-) Tax Expense 15.01 0.07

Profit After Tax 18.22 21.31

FINANCIAL HIGHLIGHTS

During the financial year under review the Income from Sales has decreased from Rs.2432.16 to Rs.1458.40 registering a decrease of around 40% however the Profit before tax expenses has increased from Rs. 21.38 to Rs. 33.25 showing around 56% increase.

DIVIDEND

The Board of Directors expresses its inability to recommend any dividend for the financial year 2011-2012 with a view to conserve resources for future business needs.

CHANGE IN NAME OF THE COMPANY

The name of the company was changed from Kaleidoscope Films Limited to Divine Multimedia (India) Limited pursuant to special resolution passed through Postal Ballot dated 14th March, 2012 and Certificate of incorporation issued by Registrar of Companies, Gujrat, and Dadra and Nagar Havelli dated August 06,2012.

DIRECTORS

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Shri Prakash Debhar, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Resolution for his reappointment shall be moved at the AGM for approval of members.

Mr. Harsh Jain has been appointed as Whole Time Director, subject to approval of members, at the Board meeting of the Company held on September 1st, 2012.

Mr. Sandip Shah resigned from the Director ship w.e.f. 1st September 2012

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Directors confirmed that:

i) The financial statements are in conformity with the requirements of the Companies Act, 1956 and applicable accounting standards have been followed along-with proper explanation relating to material departure.

ii) That they have selected such accounting policies, applied them consistently, made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the period under review;

iii) 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 preventing and detecting fraud and other irregularities;

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

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the company confirming compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed hereto and forms a part of the Report

AUDITORS

M/s Subhash Shah & Co., Chartered Accountants, Vadodara the Statutory Auditors, will retire at the conclusion of ensuing Annual General Meeting and are unwilling for re-appointment M/s Motilal & Associates, Chartered Accountants, Mumbai has given their consent to act as Auditor, if appointed in the forthcoming Annual General Meeting. Company has also received a notice from a member proposing M/s Motilal & Associates as Auditor of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, is given as a separate statement in the Annual Report.

PARTICULARS OF EMPLOYEES

As required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975, are not applicable since, none of the employee of the company is drawing more than Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. for the part of the year, during the year under review.

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

The Company do not have any manufacturing operations and therefore provisions of Section 217(1) (e) of the Companies Act, 1956 relating to conversation of Energy and Technology Absorption are not applicable.

PUBLIC DEPOSITS:

The Company has not invited nor accepted any fixed deposits from the public during the year under.

ACKNOWLEDGEMENTS

Your Directors appreciates the high degree of professionalism, commitment and dedication displayed by all the employees, constituents and its suppliers, technology partners, associates and partners at all levels. The Directors also place on record their gratitude to the members for their continued support and confidence.

By Order of the Board of Directors

DIVINE MULTIMEDIA (INDIA) LIMITED

Place : 01/09/2012 Prakash Dhebar Smita Pandya

Date : Vadodara (Managing Director) (Director)

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Mar 31, 2011

The Members

Kaleidoscope Films Limited 1 st Floor, Panorama Complex, R. C. DuttRoad. Alkapuri, Vadodara - 390 007.

The directors are pleased to present the 20lh Annual Report together with Audited Accounts of the Company for the year ended 31s1 March, 2011.

FINANCIAL RESULTS

The highlights of the Financial Results are as under:

(Rupees in Lakhs)

PARTICULARS Year ended Year ended 31/03/2011 31/03/2010

Income from Sales 2432.16 -

Other Income 56.52 0.97

Total 2488.68 0.97

Less : Total Expenditures 2466.50 6.59

Less: Depreciation 0.79 1.10

Profit Before Tax 21.39 (6.72)

Less : Tax Provision 0.07 -

Profit After Tax 21.32 (6.72)

Balance brought forward from Previous Year (112.35) (105.63)

Balance Carried to the Balance Sheet (91.03) (112.35)

FINANCIAL HIGHLIGHTS

During the financial year ended 31 st March, 2011 the total revenue of the Company increased to Rs. 2488.68 Lakhs as compared to Rs.0.97 Lakhs in the previous year. The Net Profit after tax increased substantially from Rs. (6.71) Lakhs in the previous year to Rs. 21.32 Lakhs.

DIVIDEND

The Board of Directors expresses its inability to recommend any dividend and have decided to skip the dividend for this year.

DIRECTORS

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Smt. Smita Pandya, retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. Resolution for her reappointment shall be moved at the AGM for approval of members.

Mr. Lokanath Mishra was appointed as additional director in the board meeting held on May 30, 2011. The Company has received notice from a Member of the Company proposing the name of Shri Lokanath Mishra for appointment as Director of the Company.

Mr. Sarju Parekh resigned as director of the company w.e.f. 02nd November, 2010.

Mr. Sandeep Bhartia, who were appointed as Additional Director resigned from directorship with effect from May 23,2011.

Mr. Abinandan Jain, who were appointed as Additional Director resigned from directorship with effect from May 31,2011.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Directors confirmed that:

a) The financial statements are in conformity with the requirements of the Companies Act, 1956 and applicable accounting standards have been followed along-with proper explanation relating to material departure.

b) That they have selected such accounting policies, applied them consistently, made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the period under review;

c) 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 preventing and detecting fraud and other irregularities;

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

ISSUE OF SHARES ON PREFERENTIAL BASIS

The Company has raised an amount of Rs. 19.628 Crores by issue and allotment of 1,40,20,000 equity shares of Re. 1/- each at a premium on preferential basis to non-promoters and Corporate Bodies to meet the long term requirements and for expansion purpose.

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the company confirming compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed hereto and forms a part of the Report

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, is given as a separate statement in the Annual Report.

PARTICULARS OF EMPLOYEES

As required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975, are not applicable since, none of the employee of the company is drawing more than Rs.60,00,000/- p.a. or Rs.5,00,000/- p.m. for the part of the year, during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company do not have any manufacturing operations and therefore provisions of Section 217(1)(e) of the Companies Act, 1956 relating to conversation of Energy and" technology Absorption are not applicable.

PUBLIC DEPOSITS:

The Company has not invited nor accepted any fixed deposits from the public during the year under review.

AUDITORS

Members are requested to appoint Auditors M/s. Rakesh J. Gandhi & Co. to hold office until the conclusion of the next Annual General Meeting and fix their remuneration. The Company has received a letter from them to the effect that their appointment, if made, will be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors appreciates the high degree of professionalism, commitment and dedication displayed by all the employees, constituents and its suppliers, technology partners, associates and partners at all levels. The Directors also place on record their gratitude to the members for their continued support and confidence.

By Order of the Board of Directors

KALEIDOSCOPE FILMS LIMITED

Place:05/09/2011 Prakash Dhebar SmitaPandya

Date:Vadodara (Managing Director) (Director)