Directors Report of Eduexel Infotainment Ltd.

Mar 31, 2014

Dear Members,

The Directors present the 22nd Annual Report together with the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

The Financial results of your Company for the year under review are as below:

2013-14 2012-13 Particulars ( in Lakhs) ( in Lakhs)

Total Revenue 15.93 380.00

Profit/ (Loss) before Depreciation & Tax 0.24 (105.85)

Less: Depreciation 0.22 0.37

Profit/ (Loss) before Tax 0.02 (106.22)

Less: Provision for Taxation 0 0

Profit/ (Loss) after Tax 0.02 (106.22)

FINANCIAL PERFORMANCE

During the year under review the company generated revenue of Rs. 15.93 lakhs only and there is a marginal profit of Rs 0.02 lakhs.

REVIEW OF OPERATIONS

In view of low margin of small budget films the company was very cautious in its approach of procuring Rights of distribution and use of its limited resources. The company''s plan to raise resources for business expansion was kept on hold due very tight and volatile financial market. The company continued its Trading activity of marketing and distribution of IPRs procured from the market.

DIVIDEND

In view of inadequacy of revenue from the operation, your Directors do not recommend payment of dividend.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Article of Association Mr. Rajendra Jain retires by rotation and being eligible offer himself for reappointment, which the Board recommends.

Mr. Soumo Ganguly and Mr. Mehool Parekh resigned from the Board. The Board takes on record their contribution during tenure of their office.

Based on confirmations received, none of the directors are disqualified as per provisions of the Companies Act, 1956.

PUBLIC DEPOSITS

The company has not accepted any deposits during the year under review.

LISTING

The shares of your company are listed on Madras Stock Exchange and Bombay Stock Exchange.

AUDITORS'' OBSERVATION

With reference to the observation contained in the Audit Report are self - explanatory. Efforts are on to mitigate the status.

CEO/CFO CERTIFICATE

The CEO/CFO certificate on the financial statements of the Company as required under clause 49 of the Listing Agreement forms part of the Annual Report

SECRETARIAL COMPLIANCE CERTIFICATE

As required under the provisions of Section 383A of the Companies Act, 1956, the Company has obtained a certificate of compliance from Mrs. Sweety Kapoor, a practicing Company Secretary, for the year ended 31st March 2014. .

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under clause 49 of the Listing Agreement along with the Auditors'' certificate for its due compliance forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief confirm that:

- In the preparation of the Profit & Loss Account for the financial year ended 31st March, 2014 and the Balance Sheet as at that date all applicable accounting standards have been followed.

- Appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state affairs of the Company as at the end of the financial year and of the Profit & Loss of the Company for that period.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The financial statements have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

There were no employees in receipt of remuneration in excess of the limits as stipulated under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the financial year.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The Company has no activity relating to consumption of energy and technology absorption. Hence, there are no particulars required to be furnished under Section 217(1)(e) of the Companies Act, 1956.

FOREIGN EXCHANGE

There were no Foreign Exchange earnings or outgo during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report forming part of the Annual Report is attached.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere gratitude to the shareholders, bankers, regulatory bodies and other business constituents for their continued support and faith in the Company.

Your Directors also place on record their appreciation for whole-hearted co-operation, commitment and contribution made by the employees and look forward to their continued support.

On behalf of the Board

Rajendra Jain Director Place : Chennai Date : 14.08.2014

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Mar 31, 2012

EDUEXEL INFOTAINMENT LIMITED

The Directors present the 21st Annual Report together with the Audited Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

The Financial results of your Company for the year under review are as below:



Particulars 2011-12 2010-11 (in Lakhs) (in Lakhs)

Total Revenue 4494.25 4601.54

Profit/ (Loss) before Depreciation & Tax 5.57 100.20

Less: Depreciation 0.53 0.60

Profit/ (Loss) before Tax 5.03 99.60

Less: Provision for Taxation 1.60 30.78

Profit/ (Loss) after Tax 3.43 68.82





FINANCIAL PERFORMANCE

During the year under review the company generated a revenue of Rs. 4494.25 lakhs primarily from Trading activity - procurement and distribution of content. Margins were squeezed due unfavourable; market conditions where only big budget and reputed star cast films hit the box office Significant increase in overhead costs also contributed to lower profit compared to the previous year.

REVIEW OF OPERATIONS

During the year 2011-12 the company commenced the production of the film "ANWAR" but due to commercial and production reasons beyond the control of the company the film has been postponed to next fiscal. The company continued its Trading activity of marketing and distribution of IPRs procured from the market.

The company is looking forward for a co-production opportunity with some of the Producers for production of films and also enter into distribution of films world wide in joint venture with one of the leading film distribution company. The company''s plan to raise resources for business expansion was kept on hold due very tight and volatile financial market. The board decided to wait for more favourable money market condition to raise resources.

The Board also decided to shelve the Merger proposal to merge the company with M/s Moxie Entertainment Pvt. Ltd.

DIVIDEND

In view of inadequacy of revenue from the operation, your Directors do not recommend payment of dividend.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Article of Association Messers P. K. Sarkar and S. Shivakumar retire by rotation and being eligible offer themselves for reappointment, which the Board recommends.

Mr. Rajendra Jain who was appointed as Additional Director holds the office upto the date of AGM and in respect of whom the company has received a notice in writing u/s 257 of the Companies Act, 1956 from a member signifying his intention to propose Mr. Rajendra Jain as a candidate for the office of a Director of the Company. The Board recommends his appointment.

Based on confirmations received, none of the directors are disqualified as per provisions of the Companies Act, 1956.

PUBLIC DEPOSITS

The company has not accepted any deposits during the year under review.

LISTING

The shares of your company are listed on Madras Stock Exchange and Bombay Stock Exchange.

CEO/CFO CERTIFICATE

The CEO/CFO certificate on the financial statements of the Company as required under clause 49 of the Listing Agreement forms part of the Annual Report.

SECRETARIAL COMPLIANCE CERTIFICATE

As required under the provisions of Section 383A of the Companies Act, 1956, the Company has obtained a certificate of compliance from Mrs.Sweety Kappor, a practicing Company Secretary, for the year ended 31st March 2012.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under clause 49 of the Listing Agreement along with the Auditors'' certificate for its due compliance forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief confirm that:

"In the preparation of the Profit & Account for the financial year ended 31st March,2012 and the Balance Sheet as at that date all applicable accounting have been followed.

Appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state affairs of the Company as at the end of the financial year and of the Profit & Loss of the Company for that period.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The financial statements have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

There were no employees in receipt of remuneration in excess of the limits as stipulated under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the financial year.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The Company has no activity relating to consumption of energy and technology absorption. Hence, there are no particulars required to be furnished under Section 217(l)(e) of the Companies Act, 1956.

There was no Foreign Exchange earnings and outgo during the period on account of foreign travel was Rs. 2,23,600/-.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Report on Management Discussion and Analysis forms part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their sincere gratitude to the shareholders, bankers, regulatory bodies and other business constituents for their continued support and faith in the Company.

Your Directors also place on record their appreciation for whole-hearted co-operation, commitment and contribution made by the employees and look forward to their continued support.



On behalf of the Board For Eduexel Infotainment Limited



Mehool Parekh Director Place : Chennai Date : 04/12/2012

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Mar 31, 2011

The Directors present their Report together with the Twentieth Annual Report and the Audited Accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

The Financial results of your Company for the year under review are as below:

Particulars 2010-11 (Rs. 2009-10 (Rs. in Lakhs) in Lakhs)

Total Income 4601.54 53.29

Profit/ (Loss) before Depreciation & Tax 100.20 1.92

Less: Depreciation 0.60 0.85

Profit/ (Loss) before Tax 99.60 1.07

Less: Provision for Taxation 30.78 6.00

Profit/ (Loss) after Tax 68.82 (4.93)

OPERATIONS AND PERFORMANCE

During the year under review the Companys operations were good with increase in turnover. The companys turnover made a quantum leap during the year 2010-11 due to marketing initiative undertaken by the company. The companys aggressive marketing and distribution of content ensured improved topline and bottomline performance.

During the year under review, the company made preferential allotment of 50,00,000 equity shares of Rs. 10/- each at a premium of Rs. 6/- after obtaining necessary approval from the statutory bodies including SEBI approval on open offer by the acquirer

SI. Allottees No of equity shares allotted

1 Discovery Infoways Limited 25,00,000

2 Rajnikant Rameshbhai Patel 9,00,000

3 Vishnubhai Hargovandas Patel 8,00,000

4 Sanjaybhai Govindbhai Patel 8,00,000

TOTAL 50,00,000

Also, M/S Discovery Infoways Limited made an open offer for acquisition of 16,92,200 equity shares @ Rs. 16.50 per share representing 20% of the post preferential equity of 84,61,000 equity shares. Response was received for 7,09,500 equity shares.

DIVIDEND

Your Directors express their regret for inability to declare or recommend any dividend since the profits will be ploughed back into Company for Business expansion.

DIRECTORS

During the year under review, Mr. Kannan Ramaswamy has resigned from the board and the Board wishes to place on record the contributions made by him to the Company.

Subsequently, in May 2011, Mr. Vasan has resigned as Managing Director though he would continue to serve in the Board as Director and Mr. D Nambiraja and Mr S Sivakumar have relinquished the office of Directorship. The Board wishes to place on record the excellent contributions made by them during their tenure with the company.

Also, the following persons were inducted into the Board in May 2011 with each one possessing vast experience in Media and related industry.

Mr. Soumo Ganguly

Mr. Mehool Parekh

Mr. Shreyas. S. Shah

Mr. Prabir Kumar Sarkar

Mr. Soumo Ganguly and Mr. Mehool Parekh would be heading as the new Managing Director and Whole-Time Director of the Company respectively and the Board seeks approval of the members at the Annual General Meeting for their appointment.

AUDITORS

The Board of Directors recommend the re appointment of M/s. Brahmananda and Co., who is retiring at the ensuing Annual General Meeting, to hold the office from the conclusion of the ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration. A written certificate has been received by the company from them that the appointment, if made, will be in accordance with the limits specified in Section 224(1B) of the Companies Act, 1956

PUBLIC DEPOSITS

The company has not accepted any deposits during the year under review.

LISTING

The shares of your company are listed on Madras Stock Exchange and Bombay Stock Exchange.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Companys Auditors confirming the compliance of the conditions on Corporate Governance as stipulated under Clause 498 of the Listing Agreement of the Stock Exchange is annexed thereto.

MEMORANDUM OF UNDERSTANDING:

The company proposes to enter into a Memorandum of Understanding with Endomel group, part of Endomel International BV owned significantly by Goldman Sachs and also with M/s. Maya Digital Group and Infinity India Advisors Private Limited for the purpose of business expansion.

MERGER:

The company has approved the proposal of Merger of Moxie Entertainments Private Limited with the company and authorized Mr. Soumo Ganguly, Director to do all acts, deeds and things including appointment of Chartered Accountant for arriving at the exchange ratio, advocates, legal advisors etc., Being court procedure, the process shall be in accordance with court rules with Exchange rules/ regulation and Companies Act, the shareholders will be well informed on the process from time to time.

PREFERENTIAL ISSUES:

The Company proposes to raise funds through issue of all kinds of securities on preferential/ right basis on such other tranches for the purpose of business expansion

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief confirm that:

In the preparation of the Profit & Loss Account for the financial year ended 31st March, 2011 and the Balance Sheet as at that date all applicable accounting standards have been followed. Appropriate accounting policies have been selected and applied consistently and such judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state affairs of the Company as at the end of the financial year and of the Profit and Loss of the Company for that period.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The financial statements have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

There were no employees in receipt of remuneration in excess of the limits as stipulated under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the financial year.

PARTICULARS AS REQUIRED UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Conservation of Energy

The Company had taken steps to conserve energy in its office use, consequent to which energy consumption has been minimized. No additional Proposals/Investments were made to conserve energy. Since the company has not carried on industrial activities, disclosures regarding impact of measures on cost of production of goods, total energy consumption, etc., are not applicable.

Technology Absorption:-

The company has not adopted / intends to adopt any technology for its business and hence no

reporting is required to be furnished under this heading.

Foreign Exchange Inflow & Outgo:-

Foreign Exchange inflow during the year: - Nil

Foreign Exchange outgo during the year : - Nil

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report forming part of the Annual Report is attached.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review.

Your Directors also appreciate and place on record the efficient service rendered by the employees of the Company.

On behalf of the Board

C. Vasan Chairman

Place: Chennai Date : 09-06-2011