Directors Report of Koffee Break Pictures Ltd.

Mar 31, 2014

The Members

Koffee Break Pictures Limited

The Directors have pleasure in presenting the 22nd Annual Report and Financial Statements of the Company for the financial year ended on 31st March, 2014.

FINANCIAL HIGHLIGHTS:

(Amount in)

Sr.No. Particulars 2013-14 2012-13

1. Total Revenue (net) 17,65,969 5,20,000

2. Total Expenses 75,69,319 1,78,13,579

5. Profit before exceptional items and tax (58,03,350) (1,72,93,579)

6. Provision for tax (8,24,692) (29,04,278)

7 Profit after tax (49,78,657) (1,43,89,301)

8. Balance of profit as per last Balance Sheet (3,31,24,008) (1,87,34,707)

9 Balance available for appropriation (3,81,02,665) (3,31,24,008)

10. Proposed dividend - -

11. DividendTax - -

12. Transfer to General Reserve - -

13. Transfer to Balance Sheet (3,81,02,665) (3,31,24,008)

REVIEW OF OPERATIONS:

During the year under review, the Company earned total revenue of '' 17,65,969 as against '' 5,20,000 in the previous year. The loss after tax was '' 49,78,657 as against loss of '' 1,43,89,301). Your Directors expect better performance and recovery of losses in the coming years.

DIVIDEND:

In view of the loss incurred during the year, the Board of Directors do not recommend any payment of dividend for the year under review.

DIRECTORS:

During the period under review, the Board of Directors of the Company appointed Mrs. Babita Sharma as an Additional Director and also as an Executive Director & CFO of the Company for a period of 5 years w.e.f. 27th August, 2014. Further, the Board of Directors appointed Mr. Latif Ummed Ali Khan as an Additional (Independent) Director of the Company w.e.f. 27th August, 2014.

In terms of the provisions of Section 161 of the Companies Act, 2013, Mrs. Babita Sharma and Mr. Latif Khan hold office as such upto the date of ensuing Annual General Meeting of the Company. The Company has received notices from members under Section 160 of the Companies Act, 2013 together with necessary deposit proposing their candidature for the office of Director of the Company. The Board recommends for their appointment as Directors of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Pikesh Sharma, Executive Director of the Company, retires by rotation and being eligible, offers himself for re-appointment. Further, the Board has appointed Mr. Pikesh Sharma as Managing Director of the Company for a period of 5 (five) years w.e.f. 27th August, 2014.

In terms of the provisions of Section 149 and 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 which became effective from 1st April, 2014, an Independent Director of a Company can be appointed for a term of 5 consecutive years and shall not be liable to retire by rotation. To comply with these provisions, it is proposed to appoint Mr. Vinodkumar Jain and Mr. Latif Ummed Ali Khan, Independent Directors of the Company to hold office as such upto 31st March, 2019 and 26th August, 2019, respectively who shall not be liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the Stock Exchanges. Your Board recommends for their appointment as Independent Directors of the Company in terms of the provisions of the Companies Act, 2013.

Mr. Apurva Shah, Managing Director of the Company resigned from the Directorship of the Company w.e.f. 6th February, 2014. The Board places on record its appreciation for his valuable contribution made during their tenure as Managing Director of the Company.

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchanges are given in the Notice convening 22nd Annual General Meeting.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted or renewed any public deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company hereby confirms that:

a) The applicable Accounting Standards have been followed and no material departures have been made from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2014 and of the profits of the Company for that period;

c) The Directors had taken Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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.

STATUTORY AUDITORS:

M/s. Agarwal Desai & Shah, Chartered Accountants, Mumbai (having FRN 124850W), the Statutory Auditors of your Company hold such office upto the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013 and they satisfy the criteria as provided under Section 141 of the Act.

Your Directors recommend the re-appointment of M/s. Agarwal Desai & Shah, Chartered Accountants, Mumbai as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to audit financial statements for the financial year 2014-2015.

STOCK EXCHANGES:

The Company''s shares are listed at BSE Limited and Ahmedabad Stock Exchange Limited and the Annual Listing Fees for the year 2014-2015 has been paid to BSE Limited.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with various Stock Exchanges, the following have been made a part of the Annual Report and are annexed to this report:

Management Discussion and Analysis Report

Corporate Governance Report

Certificate regarding compliance of conditions of Corporate Governance.

PARTICULARS OF EMPLOYEES:

No employee was in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended; hence no such particulars are furnished.

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

Considering the nature of business activities carried out by the Company, your directors have nothing to report regarding Conservation of Energy Research and Development and Technology Absorption 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. However, the Company makes its best efforts for conservation of energy.

ACKNOWLEDGMENT:

Your Directors wish to place on record their gratitude and deep appreciation for the continued support and co- operation received by the Company from the Shareholders, Bankers, Government Authorities, Business Associates and Employees and look forward for their continued support in the future as well.

For and on behalf of the Board of Directors

Place: Mumbai Pikesh Sharma Date : 27th August, 2014 Chairman & Managing Director

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Mar 31, 2011

The Directors have pleasure in presenting the 19thAnnual Report of the Company together with the Audited Statements of the Accounts for the financial year ended 31st March 2011.

1. FINANCIAL HIGHLIGHTS:

Particulars year ended (Amount in Rs.) 2011 2010

Total Income 25,44,87,874 14,07,98,921

Total Expenditure 25,43,15,250 13,75,71,217

Profit/(Loss) before Taxes 1,72,624 32,27,704

Less: Provision for Income Tax (net off short/(excess) provision for earlier years) 1,35,414 1,01,206

Profit /(Loss) After Taxes 37,210 31,26,498

Excess provision for Tax for previous year 15050

Previous Year Balance Brought Forward 52,57,439 51,63,058

Total Available for Appropriation 53,09,700 82,89,555

Proposed Dividend 26,00,220

Tax on Proposed Dividend 4,31,897

Balance carried to Balance Sheet 53,09,700 52,57,439

2. OPERATIONS:

During the year 2010-2011, "Green Chic - Finding Dad", our home production was successfully released on 24th June, 2011; the basic genre of the movie was animation focused on children as our target audience.

Being in the Media and Entertainment Industry, we realize the importance of our stance and also are aware of our responsibility towards society and the coming generations, which is why, we have stressed a lot on the research and development of the film.

At Koffee Break, we strongly believe that excellence is a journey that never ends, and in this journey, we are constantly striving to give our best inside the studio as well as outside with the help of the media platform. We treat the brand Coffee Break as a powerful communicator and want to continue influencing the haves of the target audience. For us, raising our benchmarks has always been a trend and we aim to be a global front runner in the world of entertainment.

In our efforts to strive towards higher benchmarks, we are also planning to foray into television. However, this is still under the research and development stage.

During the year we were in the business of production, distribution selling and exhibition of movies / animation / entertainment/software etc.

3. DIVIDEND:

To conserve the resources of the company, your directors do not recommend any dividend during the year under review.

4. DIRECTORS:

In accordance with the provisions of the Articles of Association of the Company, Mr. Vinodkumar Jain Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered themselves for re-appointment and your Board recommends for his re- appointment.

Mr. Vinodkumar Jain and Mr. Pikesh Sharma have been appointed as Directors of the Company w.e.f. 14th March, 2011.

Also, Mr. Hitesh Kawa and Mr. Nimesh Joshi resigned from the Directorship of the company w.e.f. 16th June, 2011.

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions contained in Section 217 (2AA) of the Companies Act, 1956, the Directors of your Company confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2011 and of the Profit or Loss of the Company for that period.

iii. That they have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities.

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

6. SUBSIDIARIES:

Since the Company has no subsidiaries as on 31st March, 2011, provision of section 212 of the Companies Act, 1956 is not applicable.

7. PUBLIC DEPOSITS:

The company has not accepted any fixed deposits from the public during the year under review pursuant to the provisions of section 58 A of the Companies Act, 1956.

8. SHARE CAPITAL:

During the period under review there has not been any change in the capital structure of the company.

9. LISTING:

The Company is listed at the Bombay Stock Exchange Limited and Ahmedabad Stock Exchange Limited.

10. AUDITORS:

M/s Borkar & Mazumdar., Chartered Accountants, Mumbai, Statutory Auditors of the Company have resigned from the office of the Statutory Auditors during the year. To fill the casual vacancy occurred due to the resignation of M/s Borkar & Mazumdar., the members of the Company at an Extra-Ordinary General Meeting held on 14th March, 2011 appointed M/s Agarwal Desai & Shah, Chartered Accountants, Mumbai as the Statutory Auditors of the Company to hold the office upto the conclusion of ensuing Annual General Meeting of the Company.

M/s Agarwal Desai & Shah, Chartered Accountants, Mumbai, the Statutory Auditors of the Company hold office up to the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a letter from them to the effect that their re-appointment, if made, would be in conformity with the limits prescribed under Section 224 (IB) of the Companies Act, 1956. The Board recommends re-appointment of M/s Agarwal Desai & Shah, Chartered Accountants, as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting upto the conclusion of the next Annual General Meeting of the Company.

11. CORPORATE GOVERNANCE!

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, the following have been made a part of the annual report and are attached to this report:

- Management Discussion and Analysis

- Corporate Governance Report

- Statutory Auditors' Certificate regarding compliance of conditions of Corporate Governance.

- Declaration on Compliance with Code of Conduct

12. PARTICULARS OF EMPLOYEES:

As per the provisions of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, no employees were in receipt of remuneration exceeding the limits as prescribed under that section and hence your director have nothing to report in this regard.

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

Information in terms of requirements of clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956 regarding Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo, read along with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is as follows:

(A) Conservation of Energy:

The Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities. However, considering the nature of business activities carried out by the Company, your director has nothing to report with respect to conservation of energy.

(B) Research and Development:

The Company has not carried out any specific research activity and so no benefit has been derived from it.

(C) Technology absorption, adaption and innovation:

The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

(E) APPRECIATION:

Your Directors acknowledge with gratitude and wishes to place on record, their deep appreciation for the continued support and co-operation received by the Company from shareholders, bankers, Government authorities business associates customers and financial institutions during the year.

Your Directors place on record their deep appreciation for the dedication and commitment of your Company's employees at all levels and look forward to their continued support in the future as well.

For & On behalf of the Board of Directors

Place: Mumbai Date: 13th August, 2011

Sd/-

APURVA SHAH (CHAIRMAN AND MANAGING DIRECTOR)