Notes to Accounts of Jain Studios Ltd.

Mar 31, 2015

1. a) During the financial year 2011-12 the company at the AGM held on 30th September 2011 obtained approval of shareholders to increase authorised share capital from Rs. 30.50.00. 000/- divided into 305,00,000 equity shares of Rs. 10/- each to Rs. 35,50,00,000/-divided into 305,00,000 equity shares of Rs. 10/- each and 5,00,000 preference shares of Rs. 100/- each by creation of additional 5.00. 000 Preference Shares of Rs. 100/- each.

b) On 23/04/2012, the company made an allotment of 50,00,000 (fifty lac) Equity Shares of Rs 10/- (Rs ten) each at par to SASF (in terms of the OTS with SASF), in lieu of outstanding balance loan of SASf amounting to Rs. 5,00,00,000/- (Rupees five crore) only with a condition to buy back of said shares by company/promoters from SASF on or before 30th September 2014 at par with a return calculated @10% p.a. (Read with 2.4 (iv)).

c) On 23/04/2012, the company made an allotment of 60,50,000 (sixty lac fifty thousand) Equity Shares of Rs 10/- (Rs ten) each at a premium of Rs. 2.50/- per share to promoter on preferential basis.

d) Share capital includes 53,00,000 equity shares of Rs. 10/- each allotted at a premium of Rs 9/-each during the F. Y 2005-06 which was not listed and on request of the company, NSE and

BSE have given NOC for filling of 'scheme of arrangement and capital reduction' before the Hon'ble High Court of Delhi. The said scheme is duly approved by the Board and thereafter by the shareholders of the company at AGM held on 30th September 2011. However, as per the SEBI Circular No. CIR/CFD/DIL/5/2013 dated 4th February, 2013, the company re-submitted the said scheme with BSE and NSE for their NOC with the approval/observation of SEBI.

On the basis of observations of SEBI a revised scheme of reduction of share capital shall be filed with BSE and NSE for their NoC with the observation of SEBI.

e) On 17/10/2013, the company made an allotment of 31,58,700 Equity Shares of Rs 10/-(Rs ten) each at Rs. 12.50/- per share on conversion of equivalent numbers of Share Warrants (read with note no 2.3).

i) A sum of Rs. 6,222.81 thousands, i.e. 25% of share warrants money, received as application money against 19,91,300 share warrants was forfeited during the Financial Year 2013-14 and transferred to Capital Reserve on noncompliance of certain terms of issue of Share Warrants.

ii) Freehold land and certain buildings were revalued on 31.03.1998 by approved valuers on the basis of assessment about the Fair Market Value of the similar assets. As a result book value of such assets was increased by Rs 39,779 thousands, which was transferred to Revaluation Reserve. Gross Block as at 31.03.2015 includes cumulative surplus of Rs. 33,800 thousands (31.03.2011: Rs. 33,800 thousands) arising on revaluation of assets.

iii) Depreciation for the period includes Rs. 94 thousands (Previous Year: Rs. 94 thousands) being depreciation on increased amount of assets due to revaluation and an equivalent amount has been transferred from revaluation reserve to profit and loss account.

iv) On 17/10/2013, the company made an allotment of 31,58,700 Equity Shares of Rs 10/-(Rs ten) each at Rs. 12.50/- per share on conversion of equivalent numbers of Share Warrants and the premium received on the said allotment of Equity Shares has been transferred to share premium account.

2 Long Term Borrowings Loan from SASF (Stressed Assets Stabilisation Fund)

(i) One time settlement proposal of the company was agreed in principal by SASF vide its letter dated February 26, 2011 which envisaged payment of Rs.160,000 thousand towards full and final settlement of dues to SASF as per details given below.

a) Rs.10,000 thousand to be paid on or before issue of letter of approval (LOA) (Paid on 31th March 2011).

b) Rs.100,000 thousand to be paid within a period of six months from the date of LOA on interest free basis.

c) Allotment of Equity Shares with face value of Rs 10/- each for aggregate value of Rs 50,000 thousand within three months from the date of issue of LOA.

d) Promoters to execute an agreement for buy back of shares at par with a return of 10% p.a. within a period of two years from the date of approval. SASF shall have the right to dispose off the shares in open market in case promoters/ company fail to pay buy back.

(ii) The above proposal was approved and accepted by the Board of Directors during their meeting held on 15th March 2011 and accordingly the shareholders in the Extra Ordinary General Meeting on 13th April 2011 have approved the said proposal.

(iii) In pursuance of the OTS, the company made payment of Rs. 90,000 thousand in cash, as against its commitment to make payment of Rs. 110,000 thousand (refer (i) (a) & (b) above) and had issued 5000 thousand Equity Shares of Rs. 10/- each at par to SASF on 23rd April 2012 (refer (i) (c) above). SASF has agreed to further extend the period for repayment of balance amount of Rs 20,000 thousand alongwith interest of Rs. 16,518.66 thousand upto 15th April 2013, as per the request of the company. Further, the said amount of Rs. 20,000 thousand alongwith interest of Rs16,518.66 thousand has been paid by the company on the committed date of 15th April 2013.

(iv) On request of the company, the SASF has granted further extension of Buy Back of 5000 thousand equity shares at par value of Rs. 10/-each up to 30.09.2014 vide letter dated 29.03.2014 subject to payment of Rs. 15013.70 thousands towards return on equity @ 10% p.a. on or before 30.04.2014. The company has further requested the SASF to extend the time of Buy Back alongwith extension for payment of return on equity till 31.03.2015. (Read with 2.1 (2)(b)). During the financial year various communications had been made between the company and SASF and finally the SASF vide their letter dated 12.02.2015 and 05.03.2015 respectively denied the further extension and revoked the OTS. However, the company is contesting the matter with SASF and the management of the company is of the opinion that revocation shall be cancelled and the OTS shall be reinstated.

(v) The Company was in discussion with the SASF regarding further extension as it was in the process of fund arrangement through various sources. However, the SASF vide its letter dated 12.02.2015 and 05.03.2015 respectively denied further extension and revoked the OTS and subsequent modifications thereof including reversal of waiver of dues and has restored the original liability as per the terms of loan agreement subject to adjustment of payment received by SASF from the company. The company has taken up the matter and the management is of the view that they will be able to restore the original OTS and hence in view of the above no liability has been provided in the books of the company.

In the opinion ofthe management, in respect of disputes regarding amount payable to statutory authorities relating to provident fund, tds, the same will be settled within next financial year.

The net deferred tax assets recognized in compliance with AS 22 "Accounting for Taxes on Income" upto 31.03.2014 has been updated for items giving rise to timing difference upto 31.03.2015. In view of the cost reduction measures and addition of new business and based on future projection, the Board believes that there is a virtual certainty that the future taxable income would be sufficient against which such carried forward deferred tax asset can be realized.

(i) In addition to deposit of Rs. 22,313.00 thousand with the Custom Department towards custom duty saved under EPCG licences as was made till 31.03.2012, during the financial year 201112 the company has further deposited Rs. 5,108.00 thousand with Customs Department as security deposit ( refundable after fulfilment of Export Obligation) towards balance amount of 50% of duty saved amount vide their meeting held on 04.05.2011 and vide order dated 28.06.2011 of Jt. DGFT, CLA, New Delhi (Appellate Authority), wherein extension upto 12 years (upto September 2011) has been allowed against one license from the date of issue of this licence subject to compliance of specified conditions and with reference to the above said decision. The company has filed with the office of DGFT on 27.04.2012, the redemption application against the said licence for issue of export obligation discharge certificate.

(ii) On filing of petition with office of the DGFT, EPCG Committee vide their meeting held on 23.09.2010, had allowed extension upto 12 years against four EPCG Licenses from the date of issue of these licences subject to deposit of the balance 50% custom duty saved (net of deposit lying with the custom department), i.e. Rs. 341.04 thousands as security deposit and on payment of requisite composition fee. The company has complied with the necessary conditions of deposit of 50% custom duty saved, deposited the necessary composition fee and filed with the DGFT for extension of validity period of all the above said four licences upto 12 years from the date of issue of the licence, condonation of block-wise fulfilment of export obligation and re-fixation of export obligation on the basis of duty saved amount.

(iii) On filing of petition with office of the DGFT, EPCG Committee vide their meeting held on 20.12.2001 for extension upto 12 years and refixation of EO (export obligation) and condonation of block wise fulfillment of EO against fifth EPCG License from the date of issue of this licence. the DGFT has issued a show cause notice on 06.04.2015 asking for why action should not be taken and fiscal penalty should not be imposed, declare the company as defaulter and place in the Denied Entity List under Foreign Trade (Development & Regulation) Act, 1992 and Rules made thereunder due to non deposit of custom duty saved and interest thereon. However, the company has contested the matter and submitted a reply alongwith necessary documents with DGFT vide letter dated 21.04.2015 with proper justification and the management of the company is confident that such action shall be avoided.

MAT credit entitlement has been recognized in view of addition of new business and based on future projections; the board believes that future taxable income would be sufficient so as the tax credit for such carried forward MAT credit entitlement can be setoff as per provision of section 115JAA of the Income Tax Act, 1961.

Advances recoverable in cash or in kind or value to be received include interest free Advances given to bodies Corporates and Others (in terms of clause 32 of listing agreement):

The value of current assets and loans and advances in the ordinary course of business, to the best of management's knowledge and belief, will not be less than the stated value.

(Rupees in '000) 3 Contingent Liabilities: 2014-15 2013-14 (to the extent as ascertained by the Management) A) Claims against the Company not acknowledged as debts 69,500.03 44,823.46

B) Others:

i) Customs Duty saved which may arise if obligation for exports is not fulfilled against import of certain machinery under EPCG Scheme (EPCG license (obligation fulfilled) of custom duty saved of Rs.3,623.94 thousands where company has applied for discharge) {(BG of Rs. Nil thousands given (P. Y. Rs Nil thousands)} 35,148.08 35,148.08

C) Corporate Guarantee 1,272,000.00 1,123,900.00

D) Registered Office is situated at premises which is available to the company at free of cost.

4 The company has not received any reply/information from suppliers regarding their status under "Micro, Small & Medium Enterprises Development Act' 2006 and hence disclosures, if any relating to amount unpaid as at year end together with interest paid/payable as required under the said Act have not been given.

5 Segment Reporting:

a) Primary Segment Reporting (by business segment): -

In line with Accounting Standard (AS) 17 on Segment Reporting, the Company has identified business segment as given below taking into account the organisational structure as well as differential nature, risk and return.

Television :

Marketing, Production & Broadcasting of TV Programme and Advertisement.

Educational Infrastructure and Technology :

Imparting the full and part time education Teleport :

Uplinking, Video Clipping & News Feeding Charges through Digital Satellite News Gathering equipment. Others :

Feature film production & distribution

6 Related Party disclosures:

Due to increase in capital base of Dr. Jain Video on Wheels Ltd. during previous year 2010-11 the shareholding in Dr. Jain Video on Wheels Ltd has reduced from 52.727% to 45.944% and consequently ceased to be a subsidiary company.

a. Other Related Parties where transactions have been taken place during the year:

Key Management Personnel & their Relatives:

Dr J K Jain (Managing Director) - Key Management Personnel Dr. (Mrs.) Ragini Jain (Director, Wife of Dr. J.K.Jain)

Mr. Ankur Jain (Son of Dr. J.K.Jain)

b. Enterprises over which Key Management Personnel and their relatives have significant influence:

Dr Jain Clinic Pvt. Ltd.

Dr. Jain Laboratories Pvt. Ltd.

Ankur Services and Growth Fund Ltd.

Dalmia Foundation for Medical Research The Development Group Jain Internet Ltd.

Noida Software Technology Park Ltd.

Dr. Jain Video on Wheels Ltd.

Note:

i) The company has given corporate guarantee for the loans taken from bank By Noida Software Technology Park Ltd and Dr. Jain Video on Wheels Ltd. The property at Dundahera, Gurgaon has been mortgaged against group’s borrowings from Punjab National Bank which includes Noida Software Technology Park Ltd. and Dr. Jain Video on Wheels Ltd.

ii) Company has given interest free security deposit for rented premises.

iii) 22,10,300 Equity Shares of Jain Studios Ltd held by Promoters are pledged for loan taken from Financial Institutions by the company.

iv) Details of remuneration to Key Management Personnel are given in Note.

v) Figures for previous year are given in brackets.

7 Figures for the previous year have been regrouped/ re-arranged/ recast wherever considered necessary, to conform current year’s classification.

---

Mar 31, 2014

1.1 Share Capital

a) During the financial year 2011-12 the company at the AGM held on 30th September 2011 obtained approval of shareholders to increase author i sed share capi tal f rom Rs. 30,50,00,000/- divided into 305,00,000 equity shares of Rs. 10/- each to Rs. 35,50,00,000/- divided into 305,00,000 equity shares of Rs. 10/- each and 5,00,000 preference shares of Rs. 100/- each by creation of additional 5,00,000 Preference Shares of Rs. 100/- each.

b) On 23/04/2012, the company made an allotment of 50,00,000 (fifty lac) Equity Shares of Rs 10/- (Rs ten) each at par to SASF (in terms of the OTS with SASF), in lieu of outstanding balance loan of SASF amounting to Rs. 5,00,00,000/- (Rupees five crore) only with a condition to buy back of said shares by company/promoters from SASF on or before 30th September 2014 at par with a return calculated @10% p.a. (Read with 2.4 (iv)).

c) On 23/04/2012, the company made an allotment of 60,50,000 (sixty lac fifty thousand) Equity Shares of Rs 10/- (Rs ten) each at a premium of Rs. 2.50/- per share to promoter on preferential basis.

d) Share capital includes 53,00,000 equity shares of Rs. 10/- each allotted at a premium of Rs 9/- each during the F. Y. 2005-06 which was not listed and on request of the company, NSE and BSE have given NOC for filling of ''scheme of arrangement and capital reduction'' before the Hon''ble High Court of Delhi. The said scheme is duly approved by the Board and thereafter by the shareholders of the company at AGM held on 30th September 2011.The company is in the process of filing the ''scheme of arrangement and capital reduction'' before the Hon''ble High Court of Delhi with necessary compliance.

e) On 17/10/2013, the company made an allotment of 31,58,700 Equity Shares of Rs 10/- (Rs ten) each at Rs. 12.50/- per share on conversion of equivalent numbers of Share Warrants (read with note no 2.3).

1.2 Reserves & Surplus

i) 50,00,000 warrants for a face value of Rs. 10 each at a price of Rs. 36 each (including premium) allotted by the company as per SEBI application regulations for which the company received an amount of Rs. 18,000 thousand , however the subscribers to the said warrants had to deposit the rest of the demand within stipulated period, on failure of deposit of the rest of the demand by the subscribers, warrants were forfeited and cancelled and the money received was transferred to Capital Reserve Account in the F.Y. 2006-07.

ii) A sum of Rs. 6,222.81 thousands, i.e. 25% of share warrants money, received as application money against 19,91,300 share warrants was forfeited during the current financial year and transferred to Capital Reserve on noncompliance of certain terms of issue of Share Warrants.

iii) Freehold land and certain buildings were revalued on 31.03.1998 by approved valuers on the basis of assessment about the Fair Market Value of the similar assets. As a result book value of such assets was increased by Rs 39,779 thousands, which was transferred to Revaluation Reserve. Gross Block as at 31.03.2014 includes cumulative surplus of Rs. 33,800 thousands (31.03.2011: Rs. 33,800 thousands) arising on revaluation of assets.

iv) Depreciation for the period includes Rs. 94 thousands (Previous Year: Rs.94 thousands) being depreciation on increased amount of assets due to revaluation and an equivalent amount has been transferred from revaluation reserve to profit and loss account.

v) On 17/10/2013, the company made an allotment of 31,58,700 Equity Shares of Rs 10/- (Rs ten) each at Rs. 12.50/- per share on conversion of equivalent numbers of Share Warrants and the premium received on the said allotment of Equity Shares has been transferred to share premium account.

Money Received Against Share Warrants

During the financial year 2011-12, the company had proposed to issue 51,50,000 share warrants subject to the condition that the subscriber to the issue will pay atleast 25% of the amount due before the allotment of the said warrants. In compliance of the same the company had received Rs. 1,75,43,402/- as application money towards 51,50,000 share warrants of Rs 10/ each at a premium of Rs 2.50/- per share warrants which is 27.25% of the value of the share warrants by the end of the financial year 2011- 12. Further, the company had allotted 51,50,000 share warrants of face value Rs 10/ each at a premium of Rs 2.50/- per share warrants to the applicant on 23rd April 2012 which is convertible into equivalent number of equity shares within the period of 18 months from the date of allotment by paying balance share warrants money. During the financial year 2012-13 and 2013-14, the company has further received Rs 28,163.16 thousand towards Share Warrants outstanding amount. However, a sum of Rs. 6,222.81 thousands, i.e. 25% of share warrants money, received as application money against 19,91,300 share warrants was forfeited during the current financial year and transferred to Capital Reserve on non-compliance of certain terms of issue of Share Warrants. Balance 31,58,700 Share Warrants has been converted into equivalent numbers of Equity Shares and allotted to the applicant (read with note no 2.1 (2)(e)).

Share Warrants

(I) One time settlement proposal of the company was agreed in principal by SASF vide its letter dated February 26, 2011 which envisaged payment of Rs.160,000 thousand towards full and final settlement of dues to SASF as per details given below.

a) Rs.10,000 thousand to be paid on or before issue of letter of approval (LOA) (Paid on 31th March 2011).

b) Rs.100,000 thousand to be paid within a period of six months from the date of LOA on interest free basis.

c) Allotment of Equity Shares with face value of Rs 10/- each for aggregate value of Rs 50,000 thousand within three months from the date of issue of LOA.

d) Promoters to execute an agreement for buy back of shares at par with a return of 10% p.a. within a period of two years from the date of approval. SASF shall have the right to dispose off the shares in open market in case promoters/ company fail to pay buy back.

(ii) The above proposal was approved and accepted by the Board of Directors during their meeting held on 15th March 2011 and accordingly the shareholders in the Extra Ordinary General Meeting on 13th April 2011 have approved the said proposal.

1.3 Long Term Borrowings

(Secured by hypothecation of movable properties, book debts and mortgage of immovable properties of the company both present & future ranking pari passu with the charges /mortgage created/to be created on the said assets in favour of the Company''s bankers for securing the borrowing for working capital requirements and personal guarantee of Dr. J K Jain, (Managing Director) and corporate guarantee(s) of and pledge of 22,10,300 equity shares held by certain promoters.)

(iii) In pursuance of the OTS, the company made payment of Rs. 90,000 thousand in cash, as against its commitment to make payment of Rs. 110,000 thousand (refer (i) (a) & (b) above) and had issued 5000 thousand Equity Shares of Rs. 10/- each at par to SASF on 23rd April 2012 (refer (i) (c) above). SASF has agreed to further extend the period for repayment of balance amount of Rs 20,000 thousand alongwith interest of Rs. 16,518.66 thousand upto 15th April 2013, as per the request of the company. Further, the said amount of Rs. 20,000 thousand alongwith interest of Rs16,518.66 thousand has been paid by the company on the committed date of 15th April 2013.

(iv) On request of the company, the SASF has granted further extension of Buy Back of 5000 thousand equity shares at par value of Rs. 10/- each up to 30.09.2014 vide letter dated 29.03.2014 subject to payment of Rs. 15013.70 thousands towards return on equity @ 10% p.a. on or before 30.04.2014. The company has further requested the SASF to extend the time of Buy Back alongwith extension for payment of return on equity till 31.03.2015. (Read with 2.1 (2)(b)).

1.4 Other Current Liablities

(i) In the opinion of the management, in respect of disputes regarding amount payable to statutory authorities relating to provident fund, tds, the same will be settled within next financial year.

(ii) During the Financial Year 1999-2000 and 2000- 2001, the company had imported certain capital equipments under licenses availed as per EPCG scheme of Government of India.

As on the date of Balance Sheet, remaining unfulfilled Eexport Obligation (EO) commitment under EPCG licenses on the basis of 8 times of custom duty saved) is Rs. 28,11,84,602/- (custom duty saved on which amounts to Rs. 351.48 lacs).

Application has been made to DGFT seeking extension in the period for fulfillment of export obligation (EO), re-fixation of EO on the basis of 8 times of custom duty saved and condonation of delay which is pending with DGFT for approval.

Liability on account of custom duty which will fall on the company is Rs 351.48 lacs towards custom duty saved against which the company''s fund amounting to Rs. 274.21 lacs are laying deposited with custom department.

The company has not provided the liability of custom duty saved plus interest as applicable thereon as in the opinion of management; the company will be able to get the extension and will be able to fulfill the Export Obligation (Read with note no 2.31).

1.5 Deffered Tax Assets

The net deferred tax assets recognized in compliance with AS 22 "Accounting for Taxes on Income" upto 31.03.2013 has been updated for items giving rise to timing difference upto 31.03.2014. In view of the cost reduction measures and addition of new business and based on future projection, the Board believes that there is a virtual certainty that the future taxable income would be sufficient against which such carried forward deferred tax asset can be realized.

1.6 Long Term Loans and Advances

(i) In addition to deposit of Rs. 22,313.00 thousand with the Custom Department towards custom duty saved under EPCG licences as was made till 31.03.2012, during the financial year 2011- 12 the company has further deposited Rs. 5,108.00 thousand with Customs Department as security deposit ( refundable after fulfilment of Export Obligation) towards balance amount of 50% of duty saved amount vide their meeting held on 04.05.2011 and vide order dated 28.06.2011 of Jt. DGFT, CLA, New Delhi (Appellate Authority), wherein extension upto 12 years (upto September 2011) has been allowed against one license from the date of issue of this licence subject to compliance of specified conditions and with reference to the above said decision. The company has filed with the office of DGFT on 27.04.2012, the redemption application against the said licence for issue of export obligation discharge certificate.

(ii) On filing of petition with office of the DGFT, EPCG Committee vide their meeting held on 23.09.2010, had allowed extension upto 12 years against four EPCG Licenses from the date of issue of these licences subject to deposit of the balance 50% custom duty saved (net of deposit lying with the custom department), i.e. Rs. 341.04 thousands as security deposit and on payment of requisite composition fee. The company has complied with the necessary conditions of deposit of 50% custom duty saved, deposited the necessary composition fee and filed with the DGFT for extension of validity period of all the above said four licences upto 12 years from the date of issue of the licence, condonation of block-wise fulfilment of export obligation and re-fixation of export obligation on the basis of duty saved amount.

1.7 Contigent Liablities: 2013-14 2012-13 (to the extent as ascertained by the Management)

A) Claims against the Company not acknowledged as debts 44,823.46 46,311.46

B) Others:

I) Customs Duty saved which may arise if obligation for exports is not fulfilled against import of certain machinery under EPCG Scheme

(EPCG license (obligation fulfilled) of custom duty saved of Rs. 3,623.94 thousands where company has applaied for discharge) (BG of Rs. Nil thousands (P.Y. Rs Nil thousands)) 35,148.08 35,148.08

1.8 The company has not received any reply information from suppliers regarding their status under "Micro, Small & Medium Enterprises Development Act'' 2006 and hence disclosures, if any relating to amount unpaid as at year end together with interest paid/payable as required under the said Act have not been given."

1.9 Segment Reporting:

a) Primary Segment Reporting (by business segment):-

In line with Accounting Standard (AS) 17 on Segment Reporting, the Company has identified business segment as given below taking into account the organisational structure as well as differential natujre, risk and return.

Television : Marketing, production & Broadcasting of TV Programme and Advertisement.

Educational Infrastructure and Technology : Imparting the full and part time education

Teleport : Uplinking, Video Clipping & News Feeding Charges through Digital Satellite News Gathring equipment

Others : Feature Film production & distribution

b) Secondary Segment Reporting (by Geographical Segment)

Since the Company''s Activities/Operations are mainly within India, hence there is no separate geographical segment.

c) Segment revenue, results, Assets and Liabalities include the respective amounts identifiable to each of the Segments and amounts allocated on a reasonable basis.

Related Party disclosures:

Due to increase in capital base of Dr. Jain Video on Wheels Ltd. during previous year 2010-11 the shareholding in Dr. Jain Video on Wheels Ltd has reduced from 52.727% to 45.944% and consequently ceased to be a subsidiary company.

a. Other Related Parties where transactions have been taken place during the year:

Key Management Personnel & their Relatives:

Dr J K Jain (Managing Director) - Key Management Personnel

Dr. (Mrs.) Ragini Jain (Director, Wife of Dr. J.K.Jain)

Mr. Ankur Jain (Son of Dr. J.K.Jain)

b. Enterprises over which Key Management Personnel and their relatives have significant influence:

Dr Jain Clinic Pvt. Ltd.

Dr. Jain Laboratories Pvt. Ltd.

Ankur Services and Growth Fund Ltd.

Dalmia Foundation for Medical Research

The Development Group

Jain Internet Ltd.

Noida Software Technology Park Ltd.

Dr. Jain Video on Wheels Ltd.

Note:

I) The company has given corporate guarantee for the loans taken from bank By Noida Software Technology Park Ltd and Dr. Jain Video on Wheels Ltd. The property at Dundahera, Gurgaon has been mortgaged against group''s borrowings from Punjab National Bank which includes Noida Software Technology Park Ltd. and Dr. Jain Video on Wheels Ltd.

ii) Company has given interest free security deposit for rented premises.

ii) 22,10,300 Equity Shares of Jain Studios Ltd held by Promoters are pledged for loan taken from Financial Institutions by the company.

iii) Details of remuneration to Key Management Personnel are given in Note.

iv) Figures for previous year are given in brackets.

1.10 Figures for the previous year have been regrouped/ re-arranged/ recast wherever considered necessary, to conform current year''s classification.

---

Mar 31, 2013

1.1 The company has not received any reply/information from suppliers regarding their status under "Micro, Small & Medium Enterprises Development Act''2006 and hencedisclosures, if any relating to amount unpaid as at year end together with interest paid/payable as required under the said Act have not been given.

1.2 Segment Reporting:a) Primary Segment Reporting (by business segment): -In line with Accounting Standard (AS) 17 on Segment Reporting, the Company has identified business segment as given below taking into account the organisational structure as well as differential nature, risk and return.

Television

Marketing, Production & Broadcasting of TV Programme and Advertisement.

Educational Infrastructure and Technology

Imparting the full and part time education.

Teleport

Uplinking, Video Clipping & News Feeding Charges through Digital Satellite News Gathering equipment.

Others

Feature film production & distribution

b) Secondary Segment Reporting (by Geographical Segment) Since the Company''s activities/operations are mainly within India, hence there is no separate geographical segment.

c) Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.

1.3 Related Party disclosures:

Due to increase in capital base of Dr. Jain Video on Wheels Ltd. during previous year 2010-11 the shareholding in Dr. Jain Video on Wheels Ltd has reduced from 52.727% to 45.944% and consequently ceased to be a subsidiary company. a. Other Related Parties where transactions have been taken place during the year:Key Management Personnel & their Relatives:

Dr. J K Jain (Managing Director) – Key

Management Personnel

Dr. (Mrs.) Ragini Jain (Director, Wife of

Dr. J.K.Jain)

Mr. Ankur Jain (Son of Dr. J.K.Jain)

b. Enterprises over which Key Management Personnel and their relatives have significant influence: Dr Jain Clinic Pvt. Ltd. Dr. Jain Laboratories Pvt. Ltd. Ankur Services and Growth Fund Ltd. Dalmia Foundation for Medical Research The Development Group Jain Internet Ltd.

Noida Software Technology Park Ltd. Dr. Jain Video on Wheels Ltd.

Note:

i) The company has given corporate guarantee for the loans taken from bank By Noida Software Technology Park Ltd and Dr. Jain Video on Wheels Ltd. The property at Dundahera, Gurgaon has been mortgaged against group''s borrowings from Punjab National Bank which includes Noida Software Technology Park Ltd. and Dr. Jain Video on Wheels Ltd.

ii) Company has given interest free security Deposit for rented premises.

iii) 22,10,300 Equity Shares of Jain Studios Ltd held by Promoters are pledged for loan taken from Financial Institutions by the company.

iv) Details of remuneration to Key Management Personnel are given in Note.

v) Figures for previous year are given in brackets.

1.4 Figures for the previous year have been re- grouped/ re-arranged/ recast wherever considered necessary, to conform current year''s classification.

---

Mar 31, 2012

1.1 Money Received Against Share Warrants

During the year, the company had proposed to issue 51,50,000 share warrants subject to the condition that the subscriber to the issue will pay atleast 25% of the amount due before the allotment of the said warrants. In compliance of the same the company has received Rs. 1,75,43,402/- as application money towards 51,50,000 share warrants of Rs 10/ each at a premium of Rs 2.50/- per share warrants which is 27.25% of the value of the share warrants. The company has allotted 51,50,000 share warrants of face value Rs 10/ each at a premium of Rs 2.50/- per share warrants to the applicant on 23rd April 2012which is convertible into

1.2 Share Application Money Pending Allotment

During the year, the company has received Rs. 7,56,25,000/- towards issue of 60,50,000 equity share of Rs 10/ each at a premium of Rs 2.50/- per share. Subsequent to the receipt of full value, the company has issued the above said share of Rs 10/ each at a premium of Rs 2.50 per share on 23rd April 2012.

1.3 Exceptional Items (Income)

(refer note no. 2.5)

1.4 Exceptional Item (Expenses)

In terms of settlement with Shin Satellite the company had to pay USD 3,52 656 by 31.10.2011 and any delay may attract interest. The company delayed the payment in terms of settlement and hence paid interest of Rs. 1074.20 thousands and charged to the Statement of Profit and Loss

1.5 Deferred tax liabilities/ (assets)

During the year the company has created deferred tax assets amounting to Rs. 16,286.91 thousand (refer note no. 2.13).

1.6 The company has not received any reply/intimation from suppliers regarding their status under 'Micro, small & Medium Enterprises Development Act'2006 and hence disclosures, if any relating to amount unpaid as at year end together with interest paid/payable as required under the said Act have not been given.

1.7 Segment Reporting:

a) Primary Segment Reporting (by business segment): -

In line with Accounting Standard (AS) 17 on Segment Reporting, the Company has identified business segment as given below taking into account the organisational structure as well as differential nature, risk and return.

Television : Marketing, Production & Broadcasting of TV Programme and Advertisement.

Teleport :Uplinking, Video Clipping & News Feeding Charges through Digital Satellite News Gathering equipment.

Others : Feature film production & distribution Information about business segments

1.8 Related Party disclosures:

Due to increase in capital base of Dr. Jain Video on Wheels Ltd. during previous year 2010-11 the shareholding in Dr. Jain Video on Wheels Ltd has reduced from 52.727% to 45.944% and consequently ceased to be a subsidiary company.

a. Other Related Parties where transactions have been taken place during the year:

Key Management Personnel & their Relatives:

Dr J K Jain (Managing Director) – Key Management Personnel

Dr. (Mrs.) Ragini Jain (Director,

Wife of Dr. J.K. Jain)

Mr. Ankur Jain (Son of Dr. J.K.Jain)

b. Enterprises over which Key Management Personnel and their relatives have significant influence:

Dr Jain Clinic Pvt. Ltd.

Dr. Jain Laboratories Pvt. Ltd.

Ankur Services and Growth Fund Ltd.

Dalmia Foundation for Medical Research

The Development Group

Jain Internet Ltd.

Noida Software Technology Park Ltd.

Dr. Jain Video on Wheels Ltd.

1.9 Figures for the previous year have been re-grouped/ re-arranged/ recast wherever considered necessary, to conform current year's classification.

---

Mar 31, 2010

1 (i) Freehold land and certain buildings were revalued on 31.03.1998 by approved valuers on the basis of assessment about the Fair Market Value of the similar assets. As a result book value of such assets was increased by Rs 39,779 thousands, which was transferred to Revaluation Reserve. Gross Block as at 31.03.2010 includes cumulative surplus of Rs. 33,800 thousands (31.03.2009: Rs. 33,800 thousands) arising on revaluation of assets.

ii) Depreciation for the year includes Rs. 94 thousands (Previous Year: Rs.94 thousands) being depreciation on increased amount of assets due to revaluation and an equivalent amount has been transferred from revaluation reserve to profit and loss account.

2. (i) One time settlement proposal of the company was agreed by SASF vide its letter dated June 26, 2007 which envisage payment of Rs.211,796.93 thousands towards full and final settlement of dues to SASF as per details given below. Accordingly, effect of one time settlement was incorporated in the accounts.

a) Rs. 1,800 thousands to be paid on issue of letter of approval (Paid during the F.Y. 2007- 08).

b) Rs. 10,000 thousands to be paid within one month from date of approval (Paid during the F.Y. 2007-08)

c) Balance Rs.200,000 thousands to be paid within six month after the payment of Rs. 10,000 thousands on interest free basis.

d) Interest @ 12% p.a. on the outstanding amount for a further period of six month from the due date of amount as per ( c ) above.

The above one time settlement was subject to fulfillment of certain other condition of settlement as contained in the above referred letter. In the event of non compliance of any condition including any delay/default in payment of settlement amount by the company, SASF had the right to reverse the waiver of dues and restore the original liability as per the terms of the loan agreement entered into by the company.

However, the company could not comply with condition c above and did not pay the balance amount (out of settled amount) Rs. 200,000 thousands on the due date i.e. on or before 26.01.2008. Further, on the proposal of the company the SASF vide its letter dated 6th November 2008, has again extended some relaxation as below:

a) As a special case the repayment period has been extended upto 25th July 2009.

b) Rs. 10,000 thousands interest has been capitalized and Rs. 210,000 thousands to be paid towards settlement of loan.

c) Interest @ 12 % p.a. on the outstanding amount from 26th July 2008 to be accrued and paid on monthly rests.

Further, on proposal of the company vide letter dated June 08, 2009; and subsequent approval of SASF vide its letter dated 8th December 2009, wherein the SASF has relaxed payment of interest by way of capitalization of the interest with the conditions as below:

a) As a special case the repayment period has again been extended upto 25th July, 2010.

b) The accumulated interest till September 2009 shall be capitalized subject to upfront payment of Rs. 4,700 thousands. A sum of Rs. 18,750 thousands has been capitalized out of accumulated interest and Rs. 4,700 thousands has been paid as on date.

c) Interest @ 12% p.a. w.e.f. October 1, 2009 on the outstanding amount to be accrued and paid on monthly rests. 1st installment of interest shall be payable on Novemberl, 2009.

The company has paid Rs. 4,700 thousands towards interest since date. Rs. 18,362.78 thousands and Rs. 2,28,746.93 thousands are payable towards interest and principal/settlement respectively.

ii) The company had entered into an agreement with ASGFL on 30th March, 2007. The agreement provided that the company (JSL) shall issue and allot Equity Shares amounting to Rs. 200,000 thousands (including premium) as per SEBI guidelines to ASGFL. However, these shares were not issued till the end of current financial year due to pending approval from stock exchanges.

3. (i) The company has obtained in-principle approval from Bombay Stock Exchange ( BSE ) vide their letter dated 26.05.2008, in relation to listing of 53,00,000 Equity Shares allotted during the FY. 2005-06 shares. The company is in the process of complying with the conditions of the said approval letter dated 26.05.2008. In-principle approval from National Stock Exchange (NSE) and other stock exchanges with regard to the listing of the said shares is awaited.

ii) 50,00,000 warrants for a face value of Rs. 10 each at a price of Rs. 36 each (including premium) allotted by the company as perSEBI application regulations for which the company received an amount of Rs. 18,000 thousand , however the subscribers to the said warrants had to deposit the rest of the demand within stipulated period , failure of deposit of the rest of the demand by the subscribers, warrants were forfeited and cancelled and the money received was transferred to Capital Reserve Account in the FY. 2006-07.

4. There are certain disputes with regards to the amount payable to some statutory Authorities relating to Provident Fund, ESI, Bonus, TDS, Service Tax. Management is of the opinion that it will be possible to settle all the disputes within the next year.

5. The value of current assets and loans and advances in the ordinary course of business, to the best of management knowledge and belief, will not be less than the stated value.

6. The company has not received any reply/ intimation from suppliers regarding their status under Micro, small & Medium Enterprises Development Act2006 and hence disclosures, if any relating to amount unpaid as at year end together with interest paid/payable as required under the said Act have not been given.

7. Segment Reporting:

a) Primary Segment Reporting (by business segment): - In line with Accounting Standard (AS) 17 on Segment Reporting, the Company has identified business segment as given below taking into account the organisational structure as well as differential nature, risk and return.

b) Secondary Segment Reporting (by Geographical Segment). Since the Companys activities/operations are mainly within India, hence there is no separate geographical segment.

c) Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.

8. Related Party disclosures:

a. Parties where control exists:

Subsidiary:

Dr. Jain Video on wheels Ltd (w.e.f. 01.04.2005)

b. Other Related Parties where transactions have been taken place during the year:

Key Management Personnel & their Relatives:

Dr J K Jain (Managing Director) - Key Management Personnel Dr. (Mrs.) Ragini Jain (Director, Wife of Dr. J.K.Jain)

Mr. Ankur Jain (Son of Dr. J.K.Jain) c. Enterprises over which Key Management Personnel and their relatives have significant influence:

Dr Jain Clinic Pvt. Ltd. Dr. Jain Laboratories Pvt. Ltd. •

Ankur Services and Growth Fund Ltd. Dalmia Foundation for Medical Research The Development Group Jain Internet Ltd. Noida Software Technology Park Ltd.

b) The net deferred tax assets recognized in compliance with AS 22 "Accounting for Taxes on Income" upto 31.03.2009 has been updated for items giving rise to timing difference upto 31.03.2010. In view of the cost reduction measures and addition of new business and based on future projection, the Board believes that there is a virtual certainty that the future taxable income

would be sufficient against which such carried forward deferred tax asset can be realized.

Advances recoverable in cash or in kind or value to be received include interest free Advances given to following bodies Corporates and Others (in terms of clause 32 of listing agreement):

9. a) Subsidiary: NIL

b) Directors Interested: NIL

10. In pursuance of the provisions of AS-4, "Contingencies and Events Occurring After the Balance Sheet Date" read with section 217 (d) of the Companies Act, 1956, Fixed deposits amounting to Rs 22,313 thousands kept as 100% margin money towards BGs with Syndicate Bank in compliance of the provisions under which export licenses obtained (EPCG Scheme). In view of the non compliance of the requirement to fulfill the export obligation under EPCG scheme, the Fixed Deposits as stated have been revoked.

11. MAT credit entitlement has been recognized in view of addition of new business and based on future projections; the board believes that future taxable income would be sufficient so as the tax credit for such carried forward MAT credit entitlement can be setoff as per provision of section 115JAA of the Income Tax Act, 1961.

12. Figures for the previous year have been re-grouped/ re-arranged/ recast wherever considered necessary, to confirm current years classification.