Notes to Accounts of Gradiente Infotainment Ltd.

Mar 31, 2015

1.Contingent Liabilities

a. The Company has defaulted in payment of loan to Andhra Bank for which b. they have raised a demand of Rs.1.80 crores under one time settlement scheme (OTS) vide letter no.1204/45/26/837 dated 12-03-2004.

In response to the above, the company had requested the Bank to favorably consider their settlement offer of Rs.1.00 crore as against the above demand.

No further information (acceptance/rejection) is available about the present status of the above demand by the Bank and counter settlement offer by the Company

Notwithstanding the above, Bank had proceeded in exercising their enforcement rights and accordingly, auctioned in the year 2006-07, the following 2 properties.

-No.301/1, 3rd Floor of Krishna Plaza, Municipal # 6-2-953/A and 6-2-953/B admeasuring 952.85sq ft along with undivided land 30.68 sq Yes, Kharitabad and

-No.309/1, 3rd Floor of Krishna Plaza, Municipal # 6-2-953, 6-2-953/A and 6-2-953/B admeasuring 923.65sq ft along with undivided land 28.83 sq Yes, Kharitabad.

An amount of Rs.41.00 lacs were reportedly realized by the Bank from the auction sale of the above properties, which were purportedly adjusted towards their book outstanding.

The Company had in addition to the above, from time to time, reportedly paid to the bank an amount of Rs.9 lacs, thereby resulting in a total repayment of Rs.50 lacs.

Balance net demand, without considering future interests/costs/charges etc by the Bank from 12.03.2004 until 31.03.2015 would be Rs.1.30 crores.

Company has submitted their written request to the Bank, seeking confirmation of balance amount outstanding, due and payable by them to the Bank as on 31.03.2015, include unrealized interests/costs/ charges etc., for which response of the Bank is still awaited.

In view of the above pending status, we are unable to determine the quantum of Contingent Liability upon the Company as on 31.03.2015, even though the Company continues to disclose their financial obligation and dues to the Bank at Rs.3614500 under Note No 6: Long Term Borrowings, Item (b) : Secured Loans.

b.The Company has defaulted in payment of loan to Indian Bank, long back Company has submitted their written request to the Bank, seeking confirmation of balance amount outstanding, due and payable by them to the Bank as on 31.03.2015, include unrealized interests/costs/ charges etc., for which response of the Bank is still awaited.

In view of the above pending status, we are unable to determine the quantum of Contingent Liability upon the Company as on 31.03.2015, even though the Company continues to disclose their financial obligation and dues to the Bank at Rs.426370 under Note No. 6: Long Term Borrowings, Item (b) : Secured Loans.

2.Sundry Creditors

Disclosure has been made as per the definition given in the Micro, Small and Medium Enterprises Development Act, 2006. The Company is not having the information regarding supplier's status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to the amounts as at year end together with interest payable as required under the Act has not been given.

3.Capital Work in Progress

The Opening Balance as on 01.04.2014 lying in Capital Work In Progress being Rs.20397779/- pertain to purported advance payments reckoned prior to 01.04.2014 towards purchase of properties of Flat G1, G2 & G3 in ground floor of "Siri Balaji Residency" admeasuring 5100 sq ft by V R Mathur (personal) under multiple unregistered documents of sale. It is further noted that the right holder Mr.V.R Mathur (personal) has no certain intent to have the properties registered in the name of the Company in future. Accordingly, necessary adjustment entry has been effected during the year 2014-15, to establish factual position.

4.Segment Information

In accordance with Accounting Standard - 17, "Segmental Reporting" issued by the Institute of Chartered Accountants of India, the Company's business segment is Print Media & Electronic Media and TV Serial Production business and it has no other primary reportable segments. Accordingly, the segment revenue, segment results, total carrying amount of segment assets and segment liability, total cost incurred to acquire segment assets and total amount of charge for depreciation during the year, is as reflected in the Financial Statements as of and for the year ended March 31, 2015. The Company caters to the needs of the domestic market and hence there are no reportable geographical segments.

5.Related Party Disclosures

a)Parties where control exists related Party Nil

b)Fellow Subsidiary Companies Nil

c)Joint Venture Nil

d)Key Managerial Personnel

6. Earnings per Share (Basic and Diluted)

The number of shares used in computing Basic Earnings per share (EPS) is the weighted average number of shares outstanding during the year. The number of shares used in computing Diluted EPS comprises of weighted average shares considered for deriving Basic EPS and also the weighted average number of equity share which would be issued for no consideration on exercise of options under the Employee Stock Option Scheme, 2005. The number of shares is adjusted for reduction of share capital.

Profit computation for both Basic and Diluted Earnings per Share of Rupees 10 each Net profit as per the Profit and Loss Account available for Equity share holders (in Rupees) Weighted average number of equity shares for Earning per share computation for Basic Earnings per Share Add: Weighted average outstanding employee stock options deemed to be issued for no consideration

---

Mar 31, 2014

1. Sundry Creditors

Disclosure has been made as per the definition given in the Micro, Small and Medium Enterprises Development Act, 2006. The Company is not having the information regarding supplier's status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to the amounts as at year end together with interest payable as required under the Act have not been given

2. Capital Work in Progress

The amount lying in Capital work in progress is made towards payments for purchase of properties of Flat G1, G2 & G3 in ground floor of "Siri Balaji Residency" admeasuring 5100 sq ft for a total consideration of Rs. 200.32 lakhs for which agreement of sale is entered but pending registration next year.

3. Segment Information

In accordance with Accounting Standard – 17, "Segmental Reporting" issued by the Institute of Chartered Accountants of India, the Company's business segment is Print Media & Electronic Media and TV Serial Production business and it has no other primary reportable segments. Accordingly, the segment revenue, segment results, total

4. Earnings per Share (Basic and Diluted)

The number of shares used in computing Basic Earnings per share (EPS) is the weighted average number of shares outstanding during the year. The number of shares used in computing Diluted EPS comprises of weighted average shares considered for deriving Basic EPS and also the weighted average number of equity share which would be issued for no consideration on exercise of options under the Employee Stock Option Scheme, 2005. The number of shares is adjusted for reduction of share capital.

Profit computation for both Basic and Diluted Earnings per Share of Rupees 10 each Net profit as per the Profit and Loss Account available for Equity share holders (in Rupees) Weighted average number of equity shares for Earning per share computation for Basic Earnings per Share Add: Weighted average outstanding employee stock options deemed to be issued for no consideration.

5. Retirement Benefits

a. Gratuity: The Company is yet to contribute Rs. 16,02,403/- towards the gratuity fund.

b. Provident Fund: The Company has not made any contributions to provident fund for employees during the year.

6. Reduction of Share Capital

The Company has bought back 6,42,000 shares during the current year having face value of Rs. 10/- each at discounted value and as a result, capital reserve has been provided to the extent of Rs. 57,42,117/- and as per provision of the companies Act, the company has transferred face value of the shares brought back to Capital redemption reserve from the Securities premium account for Rs. 64,20,000/-.

---

Mar 31, 2013

1. Sundry Creditors

Disclosure has been made as per the definition given in the Micro, Small and Medium Enterprises Development Act, 2006. The Company is not having the information regarding supplier''s status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to the amounts as at year end together with interest payable as required under the Act have not been given

2. Capital Work in Progress

The amount lying in Capital work in progress is made towards payments for purchase of properties of Flat G1, G2 & G3 in ground floor of "Siri Balaji Residency" admeasuring 5100 sq ft for a total consideration of Rs, 200.32 lakhs for which agreement of sale is entered but pending registration next year.

3. Segment Information

In accordance with Accounting Standard - 17, "Segmental Reporting" issued by the Institute of Chartered Accountants of India, the Company''s business segment is Print Media & Electronic Media and TV Serial Production business and it has no other primary reportable segments. Accordingly, the segment revenue, segment results, total carrying amount of segment assets and segment liability, total cost incurred to acquire segment assets and total amount of charge for depreciation during the year, is as reflected in the Financial Statements as of and for the year ended March 31, 2013. The Company caters to the needs of the domestic market and hence there are no reportable geographical segments.

4. Related Party Disclosures

a) Parties where control exists related Party Nil

b) Fellow Subsidiary Companies Nil

c) Joint Venture Nil

d) Key Managerial Personnel Vimal Raj Mathur, Chairman & Managing Director

Sudheep Raj, Executive Director

e) Relative to Key Managerial Personnel Vineeth Raj Mathur (Son of Vimal Raj Mathur)

5. Earnings per Share (Basic and Diluted)

The number of shares used in computing Basic Earnings per share (EPS) is the weighted average number of shares outstanding during the year. The number of shares used in computing Diluted EPS comprises of weighted average shares considered for deriving Basic EPS and also the weighted average number of equity share which would be issued for no consideration on exercise of options under the Employee Stock Option Scheme, 2005. The number of shares is adjusted for reduction of share capital.

Profit computation for both Basic and Diluted Earnings per Share of Rupees 10 each Net profit as per the Profit and Loss Account available for Equity share holders (in Rupees) Weighted average number of equity shares for Earning per share computation for Basic Earnings per Share Add: Weighted average outstanding employee stock options deemed to be issued for no consideration.

6.Retirement Benefits

a. Gratuity: The Company is yet to contribute Rs, 16,02,403/- towards the gratuity.

b. Provident Fund: The Company has not made any contributions to provident fund for employees during the year.

7. Previous year''s figures have been regrouped where necessary.

8. Prior Period Adjustment

The company has committed error by over claiming depreciation on fixed assets in earlier years due to change in method of depreciation. The company has identified the error in estimates and revised the depreciation amounts and assets values following written down value method as stipulated under schedule XIV of the companies Act, 1956. The revisions were accounted for prospectively as a change in accounting estimates and as a result the expense has been increased by Rs, 8,87,796/-.

---

Mar 31, 2012

Nature of Operations

The Company was incorporated on June 22, 1992 in the name of VR Mathur Mass Communications Ltd. and subsequently the name has been changed to Gradiente Infotainment Ltd.( w.e.f 09-01-2003). The Company's revenue is generated mainly from the advertisement, in Print Media & Electronic Media and TV Serial production for other production houses and own production.

1. Contingent Liabilities

a. The Company has defaulted in payment of loan to Andhra Bank for which they have raised a demand of Rs. 1.80 crores under one time settlement scheme (OTS) vide letter no.1204/45/26/837 dated 12-03-2004,subsequently Bank has Auctioned 2 properties.

- No.301/1, 3rd Floor of Krishna Plaza, Muncipal # 6-2-953/A and 6-2-953/B admeasuring 952.85sq ft along with undivided land 30.68 sq Yds, Kharitabad and

- No.309/1, 3rd Floor of Krishna Plaza, Muncipal # 6-2-953, 6-2-953/A and 6-2-953/B admeasuring 923.65sq ft along with undivided land 28.83 sq Yds, Kharitabad.

The above properties were auctioned by the Bank in the year 2006-07 and realised an amount of Rs. 41 lacs and the company has paid Rs. 9 lacs in cash making a total repayment of Rs. 50 lacs. Balance demands Rs. 1.30 crores.

The company has requested to settle the demand for Rs. 1.00 crore. If the request is accepted by the bank there will be a net outflow of Rs. 50 lacs, if not outflow shall be Rs. 1.30 crores.

b. Director Vimal Raj Mathur has given a corporate guarantee of 5 lakh shares of Gradiente allotted on his name to SE Investments for Rs. 25 lakhs.

2. Sundry Creditors

Disclosure has been made as per the definition given in the Micro, Small and Medium Enterprises Development Act, 2006. The Company is not having the information regarding supplier's status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to the amounts as at year end together with interest payable as required under the Act have not been given

3. Capital Work in Progress

The amount lying in Capital work in progress is made towards payments for purchase of properties of Flat G1, G2 & G3 in ground floor of "Siri Balaji Residency" admeasuring 5100 sq ft for a total consideration of Rs. 200.32 lakhs for which agreement of sale is entered but pending registration next year.

4. Segment Information

In accordance with Accounting Standard - 17, "Segmental Reporting" issued by the Institute of Chartered Accountants of India, the Company's business segment is Print Media & Electronic Media and TV Serial Production business and it has no other primary reportable segments. Accordingly, the segment revenue, segment results, total carrying amount of segment assets and segment liability, total cost incurred to acquire segment assets and total amount of charge for depreciation during the year, is as reflected in the Financial Statements as of and for the year ended March 31, 2012. The Company caters to the needs of the domestic market and hence there are no reportable geographical segments.

5. Earnings per Share (Basic and Diluted)

The number of shares used in computing Basic Earnings per share (EPS) is the weighted average number of shares outstanding during the year. The number of shares used in computing Diluted EPS comprises of weighted average shares considered for deriving Basic EPS and also the weighted average number of equity share which would be issued for no consideration on exercise of options under the Employee Stock Option Scheme, 2005. The number of shares is adjusted for reduction of share capital.

Profit computation for both Basic and Diluted Earnings per Share of Rupees 10 each Net profit as per the Profit and Loss Account available for Equity share holders (in Rupees) Weighted average number of equity shares for Earning per share computation for Basic Earnings per Share Add: Weighted average outstanding employee stock options deemed to be issued for no consideration.

6.Retirement Benefits

a.Gratuity: The Company is yet to contribute Rs. 8.74 lakhs to gratuity funds towards Provision made for the year ended 31st March 2012.

b.Provident Fund: The Company has not made any contributions to provident fund for employees during the year.

7. Indian Bank - ODCC# 74105484 bank account was not incorporated in the books of accounts earlier and there were no transactions during the year so taken into books with balance as appearing last year.

8. Information pursuant to other provisions of Part II of Schedule VI to the Act, is either nil or not applicable to the Company for the year.

9. Previous year's figures have been regrouped where necessary.

10. Refer Annexure for additional information pursuant to Part IV of Schedule VI of the Act Signatures forming part of the financial statements.

11. Remuneration calculated as per schedule XIII of Companies Act.

12.Prior Period Adjustment

The company has committed error by over claiming depreciation on fixed assets in earlier years due to change in method of depreciation. The company has identified the error in estimates and revised the depreciation amounts and assets values following written down value method as stipulated under schedule XIV of the companies Act, 1956. The revisions were accounted for prospectively as a change in accounting estimates and as a result the income has been increased by Rs. 4,414/-

---

Mar 31, 2011

1.Contingent Liabilities

a. The Company has defaulted in payment of loan to Andhra Bank for which they have raised a demand of Rs 1.80 crores under one time settlement scheme (OTS) vide letter no.1204/45/26/837 dated 12-03-2004, subsequently Bank has Auctioned 2 properties.

No.301/1, 3rd Floor of Krishna Plaza, Municipal # 6-2-953/A and 6-2-953/B admeasuring 952.85sq ft along with undivided land 30.68 sq Yds, Khairatabad dNo.309/1, 3rd Floor of Krishna Plaza, Municipal # 6-2-953, 6-2-953/A and 6-2-953/B admeasuring 923.65sq.ft along with undivided land 28.83 sq Yds, Khairatabad.

The above properties were auctioned by the Bank in the year 2006-07 and realized an amount of Rs 41 lacs and the company has paid Rs9 lacs in cash making a total repayment of Rs 50 lacs. Balance demands Rs 1.30 crores.

The company has requested to settle the demand for Rs 1.00 crore. If the request is accepted by the bank there will be a net outflow of Rs 50 lacs, if not outflow shall be Rs 1.30 crores.

b. The Company has given a corporate guarantee to S.E. Investments, New Delhi for Director VR Mathur for a personal loan of Rs 25 lakhs against the security of 5 lakhs shares of Mr. VR Mathur.

2.Sundry Creditors

Disclosure has been made as per the definition given in the Micro, Small and Medium Enterprises Development Act, 2006. The Company is not having the information regarding supplier's status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to the amounts as at year end together with interest payable as required under the Act have not been given

3.Capital Work in Progress

The amount lying in Capital work in progress is made towards payments for purchase of properties of Flat G1, G2 & G3 in ground floor of "Siri Balaji Residency" admeasuring 5100 sq ft for a total consideration of Rs 200.32 lakhs each for which agreement of sale is entered but pending registration

4. Segment Information

In accordance with Accounting Standard - 17, "Segmental Reporting" issued by the Institute of Chartered Accountants of India, the Company's business segment is Print Media & Electronic Media and TV Serial Production business and it has no other primary reportable segments. Accordingly, the segment revenue, segment results, total carrying amount of segment assets and segment liability, total cost incurred to acquire segment assets and total amount of charge for depreciation during the year, is as reflected in the Financial Statements as of and for the year ended March 31, 2011. The Company caters to the needs of the domestic market and hence there are no reportable geographical segments.

5. Earnings per Share (Basic and Diluted)

The number of shares used in computing Basic Earnings per share (EPS) is the weighted average number of shares outstanding during the year. The number of shares used in computing Diluted EPS comprises of weighted average shares considered for deriving Basic EPS and also the weighted average number of equity share which would be issued for no consideration on exercise of options under the Employee Stock Option Scheme, 2005. The number of shares is adjusted for reduction of share capital.

Profit computation for both Basic and Diluted Earnings per Share of Rupees 10 each Net profit as per the Profit and Loss Account available for Equity share holders (in Rupees) Weighted average number of equity shares for Earning per share computation for Basic Earnings per Share Add: Weighted average outstanding employee stock options deemed to be issued for no consideration.

6.Retirement Benefits

a. Gratuity: The Company is yet to contribute Rs 7.28 lakhs to gratuity funds towards Provision made for the year ended 31st March 2011.

b. Provident Fund: The Company has not made any contributions to Provident fund for employees during the year.

7. Indian Bank - ODCC# 74105484 bank account was not incorporated in the books of accounts earlier and there were no transactions during the year so taken into books with balance as appearing last year.

8. Information pursuant to other provisions of Part II of Schedule VI to the Act, is either nil or not applicable to the Company for the year.

9. Previous year's figures have been regrouped where necessary.

10. Refer Annexure for additional information pursuant to Part IV of Schedule VI of the Act Signatures forming part of the financial statements.

11. Remuneration calculated as per schedule XIII of Companies Act.

12. Prior Period Adjustment

The company has committed error by over claiming depreciation on fixed assets in earlier years due to change in method of depreciation. The company has identified the error in estimates and revised the depreciation amounts and assets values following written down value method as stipulated under schedule XIV of the companies Act, 1956. The revisions were accounted for prospectively as a change in accounting estimates and as a result the income has been increased by Rs 19,78,233/-.