Directors Report of Cinevista Ltd.

Mar 31, 2025

Your Directors have pleasure in submitting the Twenty Eighth Annual Report of your Company together
with the Audited Accounts for the year ended 31st March, 2025.

1. FINANCIAL RESULTS

	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Income from Operations	1154.35	44.05	1154.35	44.05
Other Income	13.63	43.04	13.99	43.06
Total Income	1167.98	87.09	1168.34	87.12
Less: Depreciation and Amortisation	15.71	9.32	15.71	9.32
Profit before Finance Costs	1152.27	77.77	1152.63	77.80
Less: Finance Costs	376.46	303.59	376.46	303.59
Less: Other Expenses	2957.87	432.27	2959.45	432.52
Profit after Finance Costs but before Exception Items & Tax	(2182.04)	(658.09)	(2183.26)	(658.31)
Less: Exceptional Items	-	-	-	-
Profit before Tax	(2182.04)	(658.09)	(2183.26)	(658.31)
Less: Tax Expenses	978.62	91.67	978.62	91.67
Net Profit / Loss for the Year	(3160.66)	(749.76)	(3161.88)	(749.98)

Financial and Operational Review:

The Company has earned a gross income of Rs. 1154.35 lakh for the financial year 2024-25, as
compared to income of Rs. 44.05 lakh in the previous year, recording an increase of Rs 1110.30
lakh.

The Company has incurred the net losses of Rs. 3160.66 lakh for the year as compared to net
losses of Rs. 749.76 lakh in the previous year.

Finance Costs for the year under review has marginally increased by Rs. 72.87 lakh as compared
to the previous year. Depreciation during the year has recorded a marginal inecrease by Rs. 6.39
lakh as compared to the previous year.

Earnings per share have been NIL for the current year as well as for the previous year.

2. SHARE CAPITAL:

The Company’s paid up capital is Rs. 11,48,72,950 with accumulated Reserves & Surplus of
Rs. 43,65,86,771.93/-

There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year
under review. The Company has not issued shares with differential voting rights or sweat equity
shares. It has not granted any stock options.

Transfer / Transmission of Shares

The Company has complied with all necessary compliances as required under SEBI (Prohibition of
Insider Regulations) and Listing Regulations, 2015

3. CHANGES IN CAPITAL STRUCTURE

There has been no change in the capital structure during the year under review. There was no
public issue, rights issue, bonus issue or preferential issue, etc. during the year under review. The
Company has not issued shares with differential voting rights or sweat equity shares. It has not
granted any stock options.

The Company has been holding a sizeable parcel of land at Kanjurmarg which was being used by
the Company as a studio / creating television programming. After much deliberation, it was decided
that the Company should enter into an Agreement with a Real Estate Development Company. The
property would thus get properly utilized and Moreover Cinevista could then get a share of the area
and / or the sale proceeds. The Developer would get the remaining share and would utilize the
development potential with the Developer’s own funds and experience and expertise and brand
name, in order to develop the project. Since the Company would be benefitted by receiving a share
of area and/ or share of sale proceeds and would be selling a portion of the area, from time to time,
there would be frequent transactions. These would be in the nature of stock - in -trade and not a
capital asset. The Company, therefore, converted this land admeasuring, 158.17.48 sq mtrs. Into
stock-in-trade at a value of Rs. 133/ 134 crores in accordance with the Valuation Report.

The Company has entered into a Joint Development venture with K. Raheja Corp Real Estate Pvt.
Ltd., to develop its land at Kanjurmarg by entering into a Joint Development Agreement, which has
been duly registered on the 29th of May 2023. As per the said JDA, there would be sharing Ratio of
75.5: 24.5% between K. Raheja Corp. Real Estate Pvt. Ltd & Cinevista Limited respectively. It was
also further pointed out, post stipulated approvals from local authorities, a Residential-Cum-Retail
project known as ‘Antares’, commenced work, in late November, 2024, under the aegis of the Joint
Development Agreement signed between M/s. Cinevista and K. Raheja Corp Real Estate Pvt. Ltd.

The said project is registered under RERA, having MAHA RERA registration no. P51800077483.

4. TRANSFER TO RESERVES

The amounts decreased in the reserves during the year on account ofthe losses are 31,60,66,058.42/-
as compared to the previous year decrease on account of losses Rs. 749,75,796.75/-

The Company has not transferred any amount to the General Reserve during the financial year
ended March 31,2025

5. DIVIDEND

On account of heavy losses, Your Directors do not propose any dividend for the year ended 31st
March, 2025.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form
part of the Notes to the financial statements provided in this Integrated Annual Report.

7. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

Based on the report of internal audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. The internal financial controls with reference
to the financial statements were adequate and operating effectively

8. FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended
on March 31, 2025 has been prepared in accordance with the Indian Accounting Standards (Ind
AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014 as amended from time to time. The estimates and judgements relating to the Financial
Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and
substance of transactions and reasonably present the Company’s state of affairs, profits and cash
flows for the year ended March 31,2025. The Notes to the Financial Statements adequately cover
the standalone and consolidated Audited Statements and form an integral part of this Report.

9. BOARD OF DIRECTORS

As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Vinita Concessio, Director
of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers
herself for reappointment. The Board recommends her re-appointment.

The brief resume and other details of the directors seeking reappointment as required under
regulation 36(3) of the SEBI (Listing Obligations & Disclosures Requirement) Regulation 2015 are
provided in the Notes of the Notice forming part of the Annual Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board
has carried out an evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Remuneration and other Committees. The manner in which
the evaluation has been carried out has been explained in the Corporate Governance Report.

Declaration by Independent Directors

Mrs. Rebekah Peter Martyres, Mrs. Mahrukh Shavak Chikliwala and Mr. Dhiraj Labhchand Chaudhry,
Independent Directors of your Company have declared to the Board of Directors that they meet the
criteria of Independence as laid down in Section 149(6) of the Act and Regulations 16(1)(b) and
25(8) of the Listing Regulations and there is no change in the status of their Independence and
have confirmed that they are not aware of any circumstance or situation which exists or may be
reasonably anticipated that could impair or impact their ability to discharge their duties.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year 2024-25 forms
part of the Corporate Governance Report.

COMMITTEES OF THE BOARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Share Transfer Committee

5. Risk Management Committee

The details of the Committees along with their composition, number of meetings and attendance at
the meetings are provided in the Corporate Governance Report.

10. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Board in consultation of the Nomination and Remuneration Committee of the Company has
formulated the various policies relating to the terms of Appointment of Independent directors,
details on familiarization programs and criteria of payments to Non-Executive Directors and the
same has been posted on the Company’s website www.cinevistaas.com.

11. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length
basis and were in the ordinary course of the business. There are no material significant related party
transactions made by the company with Promoters, Key Managerial Personnel or other designated
persons which may have potential conflict with interest of the company at large. The Company has
taken necessary approval from shareholders & Audit Committee for all related parties transactions.
The details of the same are given in the notes to Accounts forming part of the financial statements.

The Company has adopted Related Party Transactions Policy which is displayed on website of
Company www.cinevistaas.com.

The particulars of contracts or arrangements with related parties are required under Section 134(3)
(h) is prescribed Form AOC - 2 are annexed herewith as an ‘Annexure A’ to this Report.

12. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of
the Board and all employees in the course of day to day business operations of the company. The
Code has been posted on the Company’s website www.cinevistaas.com.

All the Board Members and the Senior Management personnel have confirmed compliance with
the Code. All Management Staff were given appropriate training in this regard.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA)

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), the detailed Analysis of the Operating
performance of the Company for the year, the state of affairs and the key changes in the operating
environment has been included in the Management Discussion and Analysis section which forms
an integral part of this Report and is set out as separate section to this Annual Report.

14. CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is an application of the best management
practices, compliances of law in true spirit and adherence to ethical standards for effective
management and distribution of wealth and discharge of social responsibility for sustainable
development of all stakeholders.

Your Company is committed to maintaining the highest standards of Corporate Governance and
adhering to the Corporate Governance requirements as set out by the Securities and Exchange
Board of India (SEBI). All Board members and Senior Management Personnel have affirmed
compliance with the Code of Conduct for the year 2024-25.

A declaration to this effect signed by the Managing Director & CEO of the Company is contained in
this Annual Report.

A section on Corporate Governance along with a certificate from Auditors confirming compliance of
conditions of Corporate Governance as stipulated under Regulation 34 of SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 is annexed and forms part of the Directors’ Report.

15. CEO/CFO CERTIFICATE

In accordance with Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 pertaining to corporate governance norms, Mr. Sunil Mehta, CEO and Managing
Director and Mr. Vijay Singh Phoolka, CFO, have certified, inter-alia, on review of financial
statements and establishing and maintaining internal controls for the financial reporting for the
year ended March 31,2025, The said certificate forms an integral part of the Annual Report.

16. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been
followed.

ii) The directors have selected such accounting policies and applied them consistently and
made judgments and estimates that were reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the profit or
loss of the Company for the year under review.

iii) The directors have 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

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

17. SUBSIDIARIES

The Company will make available the Annual Accounts of the subsidiary companies and the related
detailed information upon request by any member of the Company and its subsidiaries interested
in obtaining the same. Further, the Annual Accounts of the subsidiaries would also be available
for inspection by any member at the Registered Office of the Company and at the Office of the
respective subsidiary companies, during working hours.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)
Rules, 2014 (as amended), a statement containing the salient features of Financial Statements of
the aforesaid Subsidiaries (including highlights of their performance and contribution to the overall
performance of the Company) has been provided in Form AOC-1 which forms part of this Report
and are annexed herewith as an ‘Annexure B’ to this Report.

The Audited Consolidated Financial Statements (CFS) of your Company for the financial year
ended March 31, 2025, prepared in compliance with the provisions of Ind AS 27 issued by the
Institute of Chartered Accountants of India (ICAI) and notified by the Ministry of Corporate Affairs
(MCA), Government of India also form part of this Annual Report.

The holding as well as subsidiary companies in question shall regularly file such data to the various
regulatory and Government authorities as may be required by them.

18. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

19. AUDITORS

In terms of the provisions of Section 139 of the Act read with provisions of the Companies (Audit
and Auditors) Rules, 2014 (as amended), M/s Raj Niranjan Associates, Chartered Accountants

(Firm Reg No: 108309 W) was appointed as the Auditors of the Company for a consecutive period
of 5 (five) years from conclusion of the 24th AGM held in the year 2021 until conclusion of the 29th
AGM of the Company scheduled to be held in the year 2026.

Your Company has received a certificate from M/s Raj Niranjan Associates, Chartered Accountants
confirming their eligibility to continue as the Auditors of the Company in terms of the provisions
of the Act and the Rules framed thereunder and also a copy of the certificate issued by the Peer
Review Board (ICAI) as required under Regulation 33 of the Listing Regulations.

The reports given by the Auditors on the Standalone and Consolidated Financial Statements of the
Company for the financial year ended March 31,2025 form part of this Annual Report alongwith
the qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports.
The Auditors of the Company have not reported any fraud in terms of the second proviso to Section
143(12) of the Act.

With reference to point 3(c) of the Annexure A of the Standalone Auditors’ Report, the Company
has demanded the amount outstanding from the companies, firms or other parties listed in register
maintained under Section 189 of the Act. However, such companies being non-operational & with
no running business, they don’t have sufficient funds to repay the same to M/s. Cinevista Ltd.
However, we are taking all reasonable steps & efforts to recover the outstanding amount.

The following are the Audit Qualifications and observation made in the Report:

The Company has not carried out impairment on its investments and advances in subsidiary
companies as required by Indian Accounting Standards (Ind AS 36) and continued to carry at cost.
On the basis of documents made available to us we are of the opinion that impairment should
be carried out on such investments and advances made to the said companies. Had impairment
on the said investments and advances been carried out then loss of the current year would have
increased by Rs. 62,34,550/- and Rs.3,75,61,682/- respectively.

The Company has not carried out any impairment on intangible assets as required by Indian
Accounting Standard (Ind AS) 36. Since we are not technically qualified to value such intangible
assets and in absence of any documents for realizable value of such intangible assets, we are
unable to determine whether any adjustment to intangible assets was necessary.

The explanations with regards to the observations made by the Statutory Auditor are as follows:

1) The Management of the Company is hopeful of recovering the investments and advances to
the subsidiaries.

2) According to the management of the Company, impairment of the intangible assets is not
necessary at this stage as the management of the Company is hopeful of generating income
in future by monetization of these assets across different avenues and streams available.

20. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors
to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed
thereunder.

21. SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Manthan
Negandhi & Co, Practising Company Secretary to undertake the Secretarial Audit of the Company.
Their Audit Report confirms that the Company has complied with the applicable provisions of the

Act and the Rules made there under, Listing Regulations, applicable SEBI Regulations, Secretarial
Standards and other laws applicable to the Company. The Secretarial Audit Report forms part of
the Board’s Report.

Pursuant to Regulation 40(9) of the Listing Regulations, certificates have been issued on a half¬
yearly basis, by a Company Secretary in practice, certifying due compliance of share transfer
formalities by the Company.

A Company Secretary in practice carries out a quarterly Reconciliation of Share Capital Audit, to
reconcile the total admitted capital with National Securities Depository Ltd. (NSDL) and Central
Depository Services (India) Ltd. (CDSL) and the total issued and listed capital. The audit confirms
that the total issued/listed capital is in agreement with the aggregate of the total number of shares
in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL).

The Secretarial Audit Report for the year 2024-25 as issued by him in the prescribed form MR-3 is
annexed herewith as ‘Annexure C’ to this Report.

As directed by Securities & Exchange Board of India, (SEBI) secretarial audit is being carried out
at the specified period by the Practicing Company Secretary. The findings of the secretarial audit
were entirely satisfactory.

There are no other qualification in Secretarial Audit Report and observation made in the Report
read together with relevant notes thereon are self-explanatory and hence, do not call for any further
comments under the Companies Act, 2013

22. SECRETARIAL STANDARDS OF ICSI

During the year under review, the Company has duly complied with the applicable provisions of the
Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings
(SS-2) issued by the Institute of Company Secretaries of India (ICSI).

23. ANNUAL RETURN

Ministry of Corporate Affairs (MCA) vide notification dated 28/08/2020 has notified that the Extract
of Annual Return (in Form MGT 9) is not required to be enclosed with the Board Report, the
Company is only required to disclose the web link in the Board Report where the annual return
referred to in sub-section (3) of section 92 is placed for the Financial Year ended 31st March, 2025.

Pursuant to amendment of Section 92(3) and the Companies (Management and Administration)
Amendment Rules, 2020 of the Act, the Annual Return as on 31st March 2025 is available on the
website of the Company www.cinevistaas.com

24. BUSINESS RISK MANAGEMENT

Risk management is embedded in your Company’s operating framework. Your Company believes
that managing risks helps in maximizing returns. The Company’s approach to addressing business
risks is comprehensive and includes periodic review of such risks and a framework for mitigating
controls and reporting mechanism of such risks. Pursuant to section 134 (3) (n) of the Companies
Act, 2013 & the Listing Regulations, the company has constituted a business risk management
committee. The details of the committee and its terms of reference are set out in the corporate
governance report forming part of the Directors’ report.

25. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The
Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or

sale of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

The Code of Conduct for Prevention of Insider Trading is displayed on website of Company www.
cinevistaas.com.

26. WHISTLE BLOWER POLICY / VIGIL MECHANISM

In terms of provisions of Section 177 of the Act and Rules framed thereunder read with Regulation
22 of the Listing Regulations, your Company has a vigil mechanism in place for the Directors and
Employees of the Company through which genuine concerns regarding various issues relating to
inappropriate functioning of the organization can be raised.

27. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework for selection and
remuneration of Directors, Key Managerial Personal (KMP) and Senior Management of the
Company. The Nomination and Remuneration policy is available on the website of the Company
www.cinevistaas.com

28. ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The
Company’s policy requires conduct of operations in such a manner so as to ensure safety of all
concerned, compliances of environmental regulations and preservation of natural resources.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your Company is committed to provide and promote safe and healthy environment to all its employees
without any discrimination. During the year under review, there was no case filed pursuant to The
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

30. STATUTORY INFORMATION

Conservation of Energy & Technology Absorption

Considering the nature of the business of the Company, the particulars required to be furnished
pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014 (as amended) and Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 relating to the Conservation of Energy and Technology Absorption
are not applicable.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings have been Rs. 8,30,293/- for the current year as compared to the
previous year which amount to Rs. 44,05,286/- and Foreign Exchange Outgo for current year is
Rs.NIL as compared to previous year which was also Rs. NIL.

Particulars of Employees

The information required pursuant to Section 197(12) read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto, excluding the information on
employees’ particulars which is available for inspection by the members at the Registered office
of the company during business hours on working days of the company up to the date of ensuing
Annual General Meeting. If any member is interested in inspecting the same, such member may
write to the company secretary in advance.

31. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall within the threshold limit as applicable under the Section 135 of the
Companies Act, 2013. Accordingly, the requirement of Corporate Social Responsibility is not
applicable to the Company for the period under review.

32. NON-APPLICABILITY OF MAINTENANCE OF COST RECORDS

The Company is not engaged in the business of production of goods or providing of services as
specified in Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 (“Rules”). Accordingly,
the requirement of maintaining cost records in accordance with Section 148(1) of the Act read with
the Rules is not applicable to the Company for the period under review.

33. SIGNIFICANT & MATERIAL LITIGATIONS / ORDERS

There are no significant or material litigation / orders pending against the Company during the
period under review.

34. INTEGRATED REPORT

The Company has voluntarily provided Integrated Report, which encompasses both financial and
non-financial information to enable the Members to take well-informed decisions and have a better
understanding of the Company’s long-term perspective. The Report also touches upon aspects
such as organization’s strategy, governance framework, performance and prospects of value
creation based on the five forms of capital viz. financial capital, human capital, intellectual capital,
social capital and natural capital.

35. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTACY CODE 2016

During the financial year under review, there were NO application/s made or proceeding were
pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

36. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, the Company did not undertake any One-Time Settlement with
banks or financial institutions, nor was there any fresh loan availed that required asset valuation.
Accordingly, no disclosure under this head is applicable for the financial year ended March 31,
2025.

37. DATA PRIVACY, DATA PROTECTION, AND CYBERSECURITY

The Company is committed to upholding the highest standards of data privacy and protection.
In light of the increasing reliance on digital infrastructure, the Company has implemented
comprehensive cyber security and data protection policies, aligned with industry best practices
and the evolving regulatory framework, including provisions under the Information Technology Act,
2000, and applicable data protection regulations.

The Company continues to invest in digital infrastructure to ensure robust protection of stakeholder
information and business continuity.

38. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES
2014 - RULE 9 OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and
Administration) Rules 2014, it is essential for the company to designate a responsible individual for
ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting and the same
has been reported in Annual Return of the company.

39 COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

In accordance with Rule 8(5)(q) of the Companies (Accounts) Rules, 2014, as amended by the
Companies (Accounts) Second Amendment Rules, 2025, the Board affirms that the Company has
complied with all applicable provisions of the Maternity Benefit Act, 1961.

During the financial year ended March 31,2025, the Company:

- Granted paid maternity leave to eligible employees in accordance with statutory limits

- Maintained a zero-tolerance policy against discrimination on grounds of maternity

The Board confirms that no complaints or violations under the Maternity Benefit Act were reported
during the year. The Company remains committed to fostering a supportive and equitable work
environment for all employees.

40. CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion & Analysis Report describing
the Company’s objectives, expectations or forecasts may be forward looking within the meaning of
applicable laws and regulations. Actual results may differ from those expressed in the statements.

41. APPRECIATION

Your Directors thank the viewers, suppliers, bankers, Financial Institutions, Central and State
Governments and Shareholders for their consistent support to the Company. The Directors also
sincerely acknowledge the significant contributions made by all the employees for their dedicated
services to the company. The ownership and responsiveness shown by all the stakeholders is
unparalleled and is a testimony of the spirit of this great organization.

For and on behalf of the Board
Cinevista Limited

Place: Mumbai PremKrishen Malhotra Sunil Mehta

Date: 1st August, 2025 Whole-Time Director Managing Director

DIN - 00065136 DIN - 00064800

---

Mar 31, 2024

Your Directors have pleasure in submitting the Twenty Seventh Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2024.

1. FINANCIAL RESULTS

(Rs. in lacs)

standalone	2023-24	2022-23
Income from Operations	44.05	80.00
Other Income	43.04	167.03
Total Income	87.09	247.03
Less: Depreciation and Amortisation	9.32	11.55
Profit before Finance Costs	77.77	235.48
Less: Finance Costs	303.59	748.65
Less: Other Expenses	432.27	4074.44
Profit after Finance Costs but before Exception Items & Tax	(658.09)	(4587.61)
Less: Exceptional Items	-	43.79
Profit before Tax	(658.09)	(4531.39)
Less: Tax Expenses	91.67	1833.11
Net Profit / Loss for the Year	(749.76)	(2798.28)

Financial and Operational Review:

The Company has earned a gross income of Rs. 44.05 lakh for the financial year 2023-24, as compared to income of Rs. 80 lakh in the previous year, recording an decrease of Rs 35.95 lakh.

The Company has incurred the net losses of Rs. 749.76 lakh for the year as compared to net losses of Rs. 2798.14 lakh in the previous year

Finance Costs for the year under review has marginally decreased by Rs. 445.06 lakh as compared to the previous year. Depreciation during the year has recorded a marginal decrease by Rs. 2.23 lakh as compared to the previous year.

Earnings per share have been NIL for the current year as well as for the previous year.

2. sHARE Capital:

The Company’s paid up capital is Rs. 11,48,72,950 with accumulated Reserves & Surplus of Rs. 75,26,52,830.35/-

There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year under review. The Company has not issued shares with differential voting rights or sweat equity shares. It has not granted any stock options.

Transfer / Transmission of shares

The Company has complied with all necessary compliances as required under SEBI (Prohibition of Insider Regulations) and Listing Regulations, 2015

3. CHANGES IN CAPITAL STRUCTURE

There has been no change in the capital structure during the year under review. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year under review. The Company has not issued shares with differential voting rights or sweat equity shares. It has not granted any stock options.

The Company has been holding a sizeable parcel of land at Kanjurmarg which was being used by the Company as a studio / creating television programming. Unfortunately, in the year 2018 (6/01/2018) a massive fire broke out, causing humongous losses, in which several sets/ properties got destroyed. The Company suffered greatly and made further losses subsequently as its studio rental business was also affected, largely! This land has been held for the purpose of furthering the Company’s Business and therefore it is a capital asset. However, now, after much deliberation, it has been discussed and decided that the Company should enter into an Agreement with a Real Estate Development Company. The property would thus get properly utilized and Moreover Cinevista could then get a share of the area and / or the sale proceeds. The Developer would get the remaining share and would utilize the development potential with the Developer’s own funds and experience and expertise and brand name, in order to develop the project. Since the Company would be benefitted by receiving a share of area and/ or share of sale proceeds and would be selling a portion of the area, from time to time, there would be frequent transactions. These would be in the nature of stock - in -trade and not a capital asset. The Company do convert this land admeasuring, 158.17.48 sq mtrs. Into stock-in-trade at a value of Rs. 133/ 134 crores in accordance with the Valuation Report.

Further, the Company entered into Joint Development Agreement with K. Raheja Corp Real Estate Private Limited in the sharing Ratio of 75.5: 24.5% by K. Raheja Corp. Real Estate Pvt. Ltd & Cinevista Limited respectively.

4. TRANSFER TO RESERVES

The amounts decreased in the reserves during the year on account of the losses are 749,75,796.75/-as compared to the previous year decrease on account of losses Rs. 27,98,27,765.41/-

The Company has not transferred any amount to the General Reserve during the financial year ended March 31,2024

5. DIVIDEND

On account of heavy losses, Your Directors do not propose any dividend for the year ended 31st March, 2024.

6. PARTICULARS oF LoANS, Guarantees or Investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Integrated Annual Report.

7. INTERNAL CoNTRoL SYSTEMS AND THEIR ADEQUACY

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

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

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. The internal financial controls with reference to the financial statements were adequate and operating effectively

8. FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2024 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgements relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended March, 2024. The Notes to the Financial Statements adequately cover the standalone and consolidated Audited Statements and form an integral part of this Report.

9. BOARD OF DIRECTORS

As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Vinita Concessio, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment. The Board recommends her re-appointment.

Pursuant to the requirement of Regulation 17 (1E) of SEBI (LODR) Regulations, 2015, Mrs. Vinita Concessio was appointed as Additional Non-Executive Director as on 11th May, 2023 to fill in casual vacancy occurred on account of resignation of Mrs. Faryal Phoolka. Mrs. Vinita Concessio, was regularized by the shareholders in the 26th AGM dated 10th August, 2023 and she would be liable for re-appointment.

Mrs. Renu Anand has tendered her resignation on 30th May, 2023 and Mrs. Mahrukh Shavak Chikliwala was appointed as an Additional Director to fill in casual vacancy. Further, Mrs. Mahrukh Shavak Chikliwala has offered herself eligible as an Independent Non- Executive Director for the period of 5years and was appointed by the shareholders in the 26th AGM held on 10th August, 2023

Mrs. Sulochana Talreja term of office was getting expired on 31st March, 2023. Mrs. Reebakah Mahrukh Chikliwala was appointed in her place as an Additional Independent Non-Executive Director in the place to be vacated by her. Further, Mrs. Reebakah Mahrukh Chikliwala was appointed as an Independent Non- Executive Director for the period of 5years by the way of the Postal Ballot carried by the Company on 20th June, 2024

The brief resume and other details of the directors seeking reappointment as required under regulation 36(3) of the SEBI (Listing Obligations & Disclosures Requirement) Regulation 2015 are provided in the Notes of the Notice forming part of the Annual Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Declaration by Independent Directors

Mrs. Rebekah Peter Martyres, Mrs. Mahrukh Shavak Chikliwala and Mr. Dhiraj Labhchand Chaudhry, Independent Directors of your Company have declared to the Board of Directors that they meet the criteria of Independence as laid down in Section 149(6) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations and there is no change in the status of their Independence and have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year 2023-24 forms part of the Corporate Governance Report.

committees of the board

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders’ Relationship Committee

4. Share Transfer Committee

5. Risk Management Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

10. policy on directors’ appointment and remuneration

The Board in consultation of the Nomination and Remuneration Committee of the Company has formulated the various policies relating to the terms of Appointment of Independent directors, details on familiarization programs and criteria of payments to Non-Executive Directors and the same has been posted on the Company’s website www.cinevistaas.com.

11. RELATED PARTY TRANSACTioNS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no material significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The Company has taken necessary approval from shareholders & Audit Committee for all related parties transactions. The details of the same are given in the notes to Accounts forming part of the financial statements.

The Company has adopted Related Party Transactions Policy which is displayed on website of Company www.cinevistaas.com.

The particulars of contracts or arrangements with related parties are required under Section 134(3) (h) is prescribed Form AOC - 2 are annexed herewith as an ‘Annexure A’ to this Report.

12. code of conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company’s website www.cinevistaas.com.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA)

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the detailed Analysis of the Operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms an integral part of this Report and is set out as separate section to this Annual Report.

14. corporate governance

Your Company believes that Corporate Governance is an application of the best management practices, compliances of law in true spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders.

Your Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Securities and Exchange Board of India (SEBI). All Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year 2023-24. A Compliance Certificate to this effect signed by the Practising Professional is contained in this Annual Report.

A section on Corporate Governance along with a certificate from Auditors confirming compliance of conditions of Corporate Governance as stipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed and forms part of the Directors’ Report.

15. ceo/cfo certificate

On account of Retirement of Mr. K.B.Nair on 20th March, 2023, Mr. Vijay Singh Phoolka is appointed as Chief Financial Officer (CFO) of the Company.

In accordance with Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 pertaining to corporate governance norms, Mr. Sunil Mehta, CEO and Managing Director and Mr. Vijay Singh Phoolka, CFO, have certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial reporting for the year ended March 31,2024, The said certificate forms an integral part of the Annual Report.

16. directors’ responsibility STATEMENT

In terms of Section 134 of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

17. SUBSIDIARIES

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information upon request by any member of the Company and its subsidiaries interested in obtaining the same. Further, the Annual Accounts of the subsidiaries would also be available for inspection by any member at the Registered Office of the Company and at the Office of the respective subsidiary companies, during working hours.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 (as amended), a statement containing the salient features of Financial Statements of the aforesaid Subsidiaries (including highlights of their performance and contribution to the overall performance of the Company) has been provided in Form AOC-1 which forms part of this Report and are annexed herewith as an ‘Annexure B’ to this Report.

The Audited Consolidated Financial Statements (CFS) of your Company for the financial year ended March 31, 2024, prepared in compliance with the provisions of Ind AS 27 issued by the Institute of Chartered Accountants of India (ICAI) and notified by the Ministry of Corporate Affairs (MCA), Government of India also form part of this Annual Report.

The holding as well as subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them.

18. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

19. AUDITORS

In terms of the provisions of Section 139 of the Act read with provisions of the Companies (Audit and Auditors) Rules, 2014 (as amended), M/s Raj Niranjan Associates, Chartered Accountants (Firm Reg No: 108309 W) was appointed as the Auditors of the Company for a consecutive period of 5 (five) years from conclusion of the 24th AGM held in the year 2021 until conclusion of the 29th AGM of the Company scheduled to be held in the year 2026.

Your Company has received a certificate from M/s Raj Niranjan Associates, Chartered Accountants confirming their eligibility to continue as the Auditors of the Company in terms of the provisions of the Act and the Rules framed thereunder and also a copy of the certificate issued by the Peer Review Board (ICAI) as required under Regulation 33 of the Listing Regulations.

The reports given by the Auditors on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2024 form part of this Annual Report alongwith the qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports. The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

With reference to point 3(c) of the Annexure A of the Standalone Auditors’ Report, the Company has demanded the amount outstanding from the companies, firms or other parties listed in register maintained under Section 189 of the Act. However, such companies being non-operational & with no running business, they don’t have sufficient funds to repay the same to M/s. Cinevista Ltd. However, we are taking all reasonable steps & efforts to recover the outstanding amount.

The explanations with regards to the observations made by the Secretarial Auditor are as follows:

1) The Management of the Company is hopeful of recovering the investments and advances to the subsidiaries.

2) According to the management of the Company, impairment of the intangible assets is not necessary at this stage as the management of the Company is hopeful of generating income in future by monetization of these assets across different avenues and streams available.

3) The Company carries inventories of work-in-progress for feature films and television serials at amortised cost in the balance sheet at Rs.16,76,46,030/-

4) As on March 31,2024 as it is not possible to evaluate the net realizable value.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

20. SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Manthan Negandhi & Co, Practising Company Secretary to undertake the Secretarial Audit of the Company. Their Audit Report confirms that the Company has complied with the applicable provisions of the Act and the Rules made there under, Listing Regulations, applicable SEBI Regulations, Secretarial Standards and other laws applicable to the Company. The Secretarial Audit Report forms part of the Board’s Report.

Pursuant to Regulation 40(9) of the Listing Regulations, certificates have been issued on a halfyearly basis, by a Company Secretary in practice, certifying due compliance of share transfer formalities by the Company.

A Company Secretary in practice carries out a quarterly Reconciliation of Share Capital Audit, to reconcile the total admitted capital with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) and the total issued and listed capital. The audit confirms that the total issued/listed capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL).

The Secretarial Audit Report for the year 2023-24 as issued by him in the prescribed form MR-3 is annexed herewith as ‘Annexure C’ to this Report.

As directed by Securities & Exchange Board of India, (SEBI) secretarial audit is being carried out at the specified period by the Practicing Company Secretary. The findings of the secretarial audit were entirely satisfactory.

There are no other qualification in Secretarial Audit Report and observation made in the Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under the Companies Act, 2013

21. SECRETARIAL STANDARDS OF ICSI

During the year under review, the Company has duly complied with the applicable provisions of the Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

22. ANNUAL RETURN

Ministry of Corporate Affairs (MCA) vide notification dated 28/08/2020 has notified that the Extract of Annual Return (in Form MGT 9) is not required to be enclosed with the Board Report, the Company is only required to disclose the web link in the Board Report where the annual return referred to in sub-section (3) of section 92 is placed for the Financial Year ended 31st March, 2024 & onwards.

Pursuant to amendment of Section 92(3) and the Companies (Management and Administration) Amendment Rules, 2020 of the Act, the Annual Return as on 31st March 2024 is available on the website of the Company www.cinevistaas.com

23. BUSINESS RISK MANAGEMENT

Risk management is embedded in your Company’s operating framework. Your Company believes that managing risks helps in maximizing returns. The Company’s approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. Pursuant to section 134 (3) (n) of the Companies Act, 2013 & the Listing Regulations, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Directors’ report.

24. PREVENTIoN of INSIDER Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

The Code of Conduct for Prevention of Insider Trading is displayed on website of Company www. cinevistaas.com.

25. WHISTLE BLoWER PoLICY / VIGIL MECHANISM

In terms of provisions of Section 177 of the Act and Rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be raised.

26. NoMINATioN AND REMUNERATioN PoLICY

The Board of Directors has framed a policy which lays down a framework for selection and remuneration of Directors, Key Managerial Personal (KMP) and Senior Management of the

Company. The Nomination and Remuneration policy is available on the website of the Company www.cinevistaas.com

27. ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination. During the year under review, there was no case filed pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. statutory information

Conservation of Energy & Technology Absorption

Considering the nature of the business of the Company, the particulars required to be furnished pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 (as amended) and Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the Conservation of Energy and Technology Absorption are not applicable.

Foreign Exchange Earnings and outgo

Foreign Exchange Earnings have been NIL as compared to the previous year which amount to Rs. NIL and Foreign Exchange Outgo for current year is Rs.NIL as compared to previous year which was also Rs. NIL.

Particulars of Employees

The information required pursuant to Section 197(12) read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

30. corporate social responsibility

The Company does not fall within the threshold limit as applicable under the Section 135 of the Companies Act, 2013. Accordingly, the requirement of Corporate Social Responsibility is not applicable to the Company for the period under review.

31. non-applicability of maintenance of cost records

The Company is not engaged in the business of production of goods or providing of services as specified in Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 (“Rules”). Accordingly, the requirement of maintaining cost records in accordance with Section 148(1) of the Act read with the Rules is not applicable to the Company for the period under review.

32. SIGNIFICANT & MATERIAL LITIGATIONS / ORDERS

There are no significant or material litigation / orders pending against the Company during the period under review.

Legal Litigation with M/s. Arora Fibres Limited stands Settled, as of 4th / 5th August, 2023 - Case filed in these regards with NCLT & Silvassa, stands withdrawn & dispute stands amicably settled, Out of Court; the said matters stands closed in all its finality!

33. CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion & Analysis Report describing the Company’s objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

34. APPRECIATIoN

Your Directors thank the viewers, suppliers, bankers, Financial Institutions, Central and State Governments and Shareholders for their consistent support to the Company. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the company. The ownership and responsiveness shown by all the stakeholders is unparalleled and is a testimony of the spirit of this great organization.

For and on behalf of the Board Cinevista Limited

Place: Mumbai PremKrishen Malhotra

Date: 30th May, 2024 Chairman

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Mar 31, 2018

DIRECTORSCREPORT TO THE MEMBERS

The Directors have pleasure in submitting the Twenty First Annual Report of your Company together with the Audited Accounts for the year ended 31^st March, 2018.

1. FINANCIAL RESULTS (Rs. in lacs)

	STANDALONE
	2017-18	2016-17
Income from Operations	2121.92	2206.32
Operating Expenditure	3240.56	2354.21
Depreciation and Amortisation	130.73	158.43
Operating Profit	(1249.37)	(306.32)
Other Income	1468.55	731.47
Profit before Finance Costs	219.18	425.15
Finance Costs	438.44	422.14
Profit after Finance Costs but before Tax	(219.26)	3.01
Tax Expenses	2.32	4.33
Net Profit / Loss After Tax	(221.58)	(1.32)

Financial and Operational Review:

The Company has earned a gross income of Rs. 2121.92 lakh for the financial year 2017-18, as compared to Rs. 2206.32 lakh in the previous year, recording a decrease of Rs 84.4 lakh.

The Company has incurred the net losses of Rs. 221.58 lakh for the year as compared to net losses of Rs. 1.32 lakh in the previous year.

Interest expenditure for the year under review has marginally increased by Rs. 16.3 lakh as compared to the previous year. Depreciation during the year has recorded a marginal decrease by Rs. 27.7 lakh as compared to the previous year.

Earnings per share have been NIL for the current year as well as for the previous year.

2. SHARE CAPITAL:

The Company’s paid up capital is Rs. 11,48,72,950 with accumulated Reserves & Surplus of Rs. 1469,582,298.91

There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year under review. The Company has not issued shares with differential voting rights or sweat equity shares. It has not granted any stock options.

Transfer/Transmission of Shares

On account of death of promoter Dr. Vishnu Mehta, his entire 81390 shares were transmitted to his son Mahesh Mehta, promoter of the Company. The shares were to be equally distributed among all this survivors. Therefore, during the year. Mr. Mahesh Mehta transferred the 27130 shares each to Mrs. Sunita Malhotra & Mr. Sunil Mehta, promoters of the company.

Further, Mr. Mahesh Mehta has sold 1,72,356 shares during the year.

The Company has complied with all necessary compliances as required under SEBI (Prohibition of Insider Regulations) and Listing Regulations, 2015.

3. CHANGES IN CAPITAL STRUCTURE

There has been no change in the capital structure during the year under review.

4. TRANSFER TO RESERVES

The amounts decreased in the reserves during the year on account of the losses are Rs. 22,158,726.60 as compared to the previous year decrease on account of losses Rs. 132817.20

5. DIVIDEND

On account of heavy losses, Your Directors do not propose any dividend for the year ended 31^st March, 2018.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans or guarantees given by the Company and any investments made by the Company is given in the notes to the Accounts forming part of the financial statements

7. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

The internal financial controls with reference to the financial statements were adequate and operating effectively

8. BOARD OF DIRECTORS

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Talat Aziz, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his re-appointment.

The brief resume and other details of the directors seeking reappointment as required under regulation 36(3) of the SEBI (Listing Obligations & Disclosures Requirement) Regulation 2015 are provided in the Notes of the Notice and report on Corporate Governance forming part of the Annual Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

11

9. POLICY ON DIRECTORS ^APPOINTMENT AND REMUNERATION

The Board in consultation of the Nomination and Remuneration Committee of the Company has formulated the various policies relating to the terms of Appointment of Independent directors, details on familiarization programs and criteria of payments to Non-Executive Directors and the same has been posted on the Company’s website www.cinevistaas.com.

10. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. The Company has taken necessary approval from Shareholders & Audit Committee for all related parties transactions. The detail of all related parties transactions given in the notes to Accounts forming part of the financial statements.

The Company has adopted Related Party Transactions Policy which is displayed on website of Company www.cinevistaas.com.

The particulars of contracts or arrangements with related parties are required under Section 134(3) (h) is prescribed Form AOC L 2 are annexed herewith as an Annexure L AL_

11. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company’s website www.cinevistaas.com.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA)

The detailed Analysis of the Operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms an integral part of this Report and is set out as separate section to this Annual Report.

13. CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is an application of the best management practices, compliances of law in true spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders.

Your Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Securities and Exchange Board of India (SEBI). All Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year 2017-18.

A declaration to this effect signed by the Managing Director & CEO of the Company is contained in this Annual Report.

A section on Corporate Governance along with a certificate from Auditors confirming compliance of conditions of Corporate Governance as stipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed and forms part of the Directors Report.

14. CEO/CFO CERTIFICATE

In accordance with Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 pertaining to corporate governance norms, Mr. Sunil Mehta, CEO and Managing

Director and Mr. K.B.Nair, CFO, have certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial reporting for the year ended March 31, 2018, The said certificate forms an integral part of the Annual Report.

15. DIRECTORSCRESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

16. SUBSIDIARIES

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information upon request by any member of the Company and its subsidiaries interested in obtaining the same. Further, the Annual Accounts of the subsidiaries would also be available for inspection by any member at the Registered Office of the Company and at the Office of the respective subsidiary companies, during working hours.

The Statement containing salient features of the financial statements of the subsidiary companies in the prescribed format AOC-1 is appended as an LAnnexure Buto the Board''s Report. The statement also provides the details of performance and financial position of subsidiary companies.

The holding as well as subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them.

The Company has given Indian rupee equivalent of the figures given in foreign currency appearing in the accounts of the subsidiary viz. M/s. Video Vista Inc. along with the exchange rate as on closing day of the financial year.

17. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

18. AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, The Company''s Statutory Auditors M/s. Sarath & Associates, Chartered Accountants (ICAI Firm Registration No. 5120S) were appointed at the 18th Annual General Meeting held on 22nd September, 2015 as the auditors for the period of four years until conclusion of the 22nd consecutive Annual General Meeting.

The Auditors’ Report to the members on the Accounts of the Company for the financial year ended March 31, 2018 does not contain any qualification.

With reference to point 3(c) of Annexure B of the Standalone Auditors Report, the Company has demanded the amount outstanding from the Companies, Report, the Company has demanded the amount outstanding from the companies, firm or other parties listed in register maintained under section 189 of the act. However, such companies being non-operational and with no running business, presently they dont have sufficient funds to repay the same to M/s. Cinevista Ltd. However, we are taking all reasonable steps & efforts to recover the outstanding amount.

In view of the amendment to the said section 139 through the Companies (Amendment) Act, 2017 notified on 7 May 2018, ratification of auditors’ appointment is no longer required. However, under section 142 of the Companies Act, 2013, a proposal is put up for approval of members for authorizing the Board of Directors of the Company to fix Auditors’ remuneration for the year 201819 and thereafter. The members are requested to approve the same.

The Statutory Audit Report for the year 2017-18 does not contain any qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors.

19. SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Yogesh D. Dabholkar and Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the year 2017-18 as issued by him in the prescribed form MR-3 is annexed herewith as Annexure CLto this Report.

As directed by Securities & Exchange Board of India, (SEBI) secretarial audit is being carried out at the specified period by the Practicing Company Secretary. The findings of the secretarial audit were entirely satisfactory.

Regarding observation made by the Secretarial Auditor regarding delay is intimation of disclosure by the Company, we would like to clarify that there was delay on side of the promoter Mr. Mahesh Mehta in intimating to the Company regarding sale of part of his shares. However, the Company has not defaulted & followed required compliances by intimating the stock exchanges, in time, as required under Regulation 7(2) read with Regulations 6(2) of SEBI Probation of Insider Trading Regulations, 2015.

There are no other qualification in Secretarial Audit Report and observation made in the Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under the Companies Act, 2013.

20. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval given on 10 April 2015, by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India (ICSI), the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1^st July 2015. The said standards were amended with effect from 1 October 2017.

The Company is in compliance with the same.

21. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as per Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is set out in Annexure Deforming part of this report.

22. BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & the Listing Regulations, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Directors Report.

23. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

The Code of Conduct for Prevention of Insider Trading is displayed on website of Company www.cinevistaas.com.

24. VIGILANCE MECHANISM

As a conscious and vigilant organization, your Company has established proper vigilance mechanism for its Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The Company has framed Whistle Blower Policy and the same is uploaded at the website of the Company.

25. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework for selection and remuneration of Directors, Key Managerial Personal (KMP) and Senior Management of the Company. The Nomination and Remuneration policy is available on the website (www.cinevistaas. com) of the Company

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination. During the year under review, there was no case filed pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)nAct, 2013.

27. STATUTORY INFORMATION

Conservation of Energy & Technology Absorption

Considering the nature of the business of the Company, the particulars required to be furnished pursuant to the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to the Conservation of Energy and Technology Absorption are not applicable.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings have been Rs. 1.43 Lacs as compared to the previous year which amount to Rs. 4.46 Lacs and Foreign Exchange Outgo for current year is Rs.NIL as compared to previous year which was also Rs. NIL.

Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

28. Disclosure under Regulation 30 of SEBI (Listing and Disclosure Requirements), 2015

A massive fire incident had occurred on 06-01-2018 at the studio premises situated at Plot No.1, Gandhi Nagar, L. B. S. Marg, Kanjurmarg West, Mumbai-400078 resulting in impairment and destruction of fixed assets, as well as, assets other than fixed assets.

Disclosure as required under the materiality of events in terms of Para B of Part A of Schedule III of Listing Regulations of Listing Regulations, 2015

a) Insurance amount claimed and realized by the listed entity for the loss/damage:

Insurance Claim of Rs. 14,29,20,617/- (Fourteen Crores Twenty Nine Lakhs Twenty Thousand Six Hundred and Seventeen Only) made with insurance Companies

Amount of Claim Realized: Nil till date

b) The actual amount of damage caused due to the natural calamity or other force majeure events: Losses of Rs. 5,77,02,515/- (Five Crores Seventy Seven Lakhs Two Thousand Five Hundred and Fifteen Only) written down value as on 5th January, 2018

c) Details of steps taken to restore normalcy and the impact of the natural calamity/other force majeure events on production or service, financials of the entity: Awaiting for Insurance companies to realize the insurance claim

Further, the brief details of the fire incidence are provided in the Significant Accounting Policies and Notes forming part of the Annual Report.

29. APPRECIATION

Your Directors thank the viewers, suppliers, bankers, Financial Institutions, Central and State Governments and Shareholders for their consistent support to the Company. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the company.

For and on behalf of the Board

Cinevista Limited

Place: Mumbai Prem Krishen Malhotra

Date: 30^th May, 2018 Chairman

---

Mar 31, 2016

The Directors have pleasure in submitting the Nineteenth Annual Report of your Company together with the Audited Accounts for the year ended 31^st March, 2016.

1. financial results (Rs. in lacs)

	standalone
	2015-16	2014-15
Income from Operations	3883.45	5778.66
Operating Expenditure	3804.19	5309.97
Depreciation and Amortization	188.50	213.62
Operating Profit	(109.24)	255.07
Other Income	495.46	36.39
Profit before Finance Costs	386.22	291.46
Finance Costs	380.83	408.39
Profit after Finance Costs but before Tax	5.39	(116.93)
Tax Expenses	0.50	12.01
Net Profit / Loss After Tax	4.89	(128.94)

Financial and operational Review:

The Company has earned a gross income of Rs. 3883.45 lakh for the financial year 2015-16, as compared to Rs. 5778.66 lakh in the previous year, recording a decrease of Rs 1895.21 lakh.

The Company has earned the net profit of Rs. 4.89 lakh for the year as compared to net losses of Rs. 128.94 lakh in the previous year.

Interest expenditure for the year under review has marginally decreased by Rs. 27.56 lakh as compared to the previous year. Depreciation during the year has recorded a marginal decrease by Rs. 25.12 lakh as compared to the previous year.

Earnings per share have been NIL for the current year as well as for the previous year.

Resources & Liquidity:

The Company’s paid up capital is Rs. 11,48,72,950 with accumulated Reserves & Surplus of Rs. 1491873842.71.

2. CHANGES IN CAPITAL STRUCTURE

There has been no change in the capital structure during the year under review.

3. TRANSFER To RESERVES

The amounts increased in the reserves during the year on account of the profits are Rs. 488574.22 as compared to the previous year decrease on account of losses Rs. 128,94,796

4. DIVIDEND

Your Directors do not propose any dividend for the year ended 31^st March, 2016.

5. particulars of loans, guarantees or investments

The details of loans or guarantees given by the Company and any investments made by the Company is given in the notes to the Accounts forming part of the financial statements

6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

7. board of directors

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Sunil Mehta, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his appointment.

The brief resume and other details of Mr. Talat Aziz as required under SEBI (Listing Obligations & Disclosures Requirement) Regulation 2015 are provided in the report on Corporate Governance forming part of the Annual Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

8. policy on directors’ appointment and remuneration

The Board in consultation of the Nomination and Remuneration Committee of the Company has formulated the various policies relating to the terms of Appointment of Independent directors, details on familiarization programs and criteria of payments to Non-Executive Directors and the same has been posted on the Company’s website www.cinevistaas.com.

9. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. There are no material significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The details of the same are given in the notes to Accounts forming part of the financial statements.

The Company has adopted Related Party Transactions Policy which is displayed on website of Company www.cinevistaas.com.

The particulars of contracts or arrangements with related parties are required under Section 134(3) (h) is prescribed Form AOC - 2 are annexed herewith as an ‘Annexure - A’.

10. code of conduct

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company’s website www.cinevistaas.com.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA)

The detailed Analysis of the Operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms part of the Annual Report.

12. corporate governance

Your Company believes that Corporate Governance is an application of the best management practices, compliances of law in true spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders.

Your Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Securities and Exchange Board of India (SEBI).

A section on Corporate Governance along with a certificate from Auditors confirming compliance of conditions of Corporate Governance as stipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed and forms part of the Directors’ Report.

A detailed review of operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis Report which forms an integral part of this Report and is set out as separate section to this Annual Report.

13. ceo/cfo certificate

In accordance with Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 pertaining to corporate governance norms, Mr. Sunil Mehta, CEO and Managing Director and Mr. K.B.Nair, CFO, have certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial reporting for the year ended March 31, 2016, The said certificate forms an integral part of the Annual Report.

14. directors’ responsibility statement

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

15. SUBSIDIARIES

Pursuant to General Circular No. 2/2011 No.51/12/2007-CL-III dated 08.02.2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors has passed a resolution for sending the Balance Sheet without attaching copy of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Report of the Auditors of the Subsidiary Companies namely Chimera Entertainment Private Limited (Formerly Cinevista Studios Private Limited), Cinevista Eagle Plus Media Private Limited and Video Vista Inc. In accordance with the General Circular issued by the Ministry of Corporate Affairs, the Company will make available the Annual Accounts of the subsidiary companies and the related detailed information upon request by any member of the Company and its subsidiaries interested in obtaining the same. Further, the Annual Accounts of the subsidiaries would also be available for inspection by any member at the Registered Office of the Company and at the Office of the respective subsidiary companies, during working hours.

The Statement containing salient features of the financial statements of the subsidiary companies in the prescribed format AOC-1 is appended as an ‘Annexure B’ to the Board’s Report. The statement also provides the details of performance and financial position of subsidiary company.

The holding as well as subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them.

The Company has given Indian rupee equivalent of the figures given in foreign currency appearing in the accounts of the subsidiary companies along with the exchange rate as on closing day of the financial year.

16. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

17. AUDITORS

The Company’s Statutory Auditors M/s. Sarath & Associates, Chartered Accountants (ICAI Firm Registration No. 5120S) were appointed at the 18th Annual General Meeting held on 22nd September, 2014 as the auditors for the period of four years until conclusion of the 22nd consecutive Annual General Meeting. Pursuant to the proviso to Section 139(1) of the Companies Act, 2013, the appointment is required to be ratified by the members at the forthcoming Annual General Meeting. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the ratification, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under. The ratification proposed is within the time frame for transition under the third proviso to sub-section (2) of Section 139 of the Companies Act, 2013.

The Auditors’ Report to the members on the Accounts of the Company for the financial year ended March 31, 2016 does not contain any qualification.

The observation made in the Auditors’ Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

18. SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Yogesh D. Dabholkar and Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as ‘Annexure C’.

As directed by Securities & Exchange Board of India, (SEBI) secretarial audit is being carried out at the specified period by the Practicing Company Secretary. The findings of the secretarial audit were entirely satisfactory.

There are no qualification in Secretarial Audit Report and observation made in the Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under the Companies Act, 2013.

19. EXTRACT oF ANNUAL RETURN

The Extract of Annual Return as per Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is set out in ‘Annexure D’ forming part of this report.

20. BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & the Listing Regulations, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Directors’ report.

At present the company has not identified any element of risk which may threaten the existence of the company.

21. prevention of insider trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

The Code of Conduct for Prevention of Insider Trading is displayed on website of Company www.cinevistaas.com.

22. VIGILANCE MECHANISM

As a conscious and vigilant organization, your Company has established proper vigilance mechanism for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The Company has framed Whistle Blower Policy and the same is uploaded at the website of the Company.

23. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework for selection and remuneration of Directors, Key Managerial Personal (KMP) and Senior Management of the Company. The Nomination and Remuneration policy is available on the website (www.cinevistaas.com) of the Company and also enclosed as ‘Annexure E’.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination. During the year under review, there was no case filed pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

25. statutory information

Conservation of Energy & Technology Absorption

Considering the nature of the business of the Company, the particulars required to be furnished pursuant to the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to the Conservation of Energy and Technology Absorption are not applicable.

Foreign Exchange Earnings and outgo

Foreign Exchange Earnings have been Rs. 19.33 Lacs as compared to the previous year which amount to Rs. 25.39 Lacs and Foreign Exchange Outgo for current year is Rs. NIL as compared to previous year which was also Rs. NIL.

Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

26. APPRECIATION

Your Directors thank the viewers, suppliers, bankers, Financial Institutions, Central and State Governments and Shareholders, for their consistent support to the Company. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the company.

For and on behalf of the Board

Cinevista Limited

Place: Mumbai Prem Krishen Malhotra

Date: 13^th August, 2016 Chairman

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Mar 31, 2015

The Directors have pleasure in submitting the Eighteenth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS (Rs. in lacs)

STANDALONE 2014-15 2013-14

Income from Operations 5778.66 5047.27

Operating Expenditure 5309.97 4493.83

Depreciation and Amortisation 213.62 205.51

Operating Profit 255.07 347.93

Other Income 36.39 19.79 Profit before Finance Costs 291.46 367.72

Finance Costs 408.39 353.12

Profit after Finance Costs but before Tax (116.93) 14.60

Tax Expenses 12.01 5.34

Net Profit / Loss After Tax (128.94) 9.26

Financial and Operational Review:

The Company has earned a gross income of Rs. 5778.66 lacs for the financial year 2014-15, as compared to Rs. 5047.27 lacs in the previous year, recording an increase of Rs 731.39 lacs.

The Company has incurred a net loss of Rs. 128.94 lacs for the year as compared to net profit of Rs. 9.26 lacs in the previous year.

Interest expenditure for the year under review has marginally increased by Rs. 55.27 lacs as compared to the previous year. Depreciation during the year has recorded a marginal increase by Rs. 8.11 lacs as compared to the previous year.

Earnings per share have been NIL for the current year as compared to Rs. 0.02 in the previous year.

Resources & Liquidity:

The Company's paid up capital is Rs. 11,48,72,950 with accumulated Reserves & Surplus of Rs. 151,13,20,386

2. CHANGES IN CAPITAL STRUCTURE

There has been no change in the capital structure during the year under review.

3. TRANSFER TO RESERVES

The amounts decreased in the reserves during the year on account of the losses are Rs. 128,94,796 as compared to the previous year increase on account of profit Rs. 9,25,763.42

4. DIVIDEND

On account of losses, Your Directors do not propose any dividend for the year ended 31st March, 2015.

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans or guarantees given by the Company and any investments made by the Company is given in the notes to the Accounts forming part of the financial statements

6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

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

7. BOARD OF DIRECTORS

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Prem Krishen Malhotra, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his appointment.

In accordance with the provisions of Section 149 of the Companies Act, 2013, your Board of Directors are seeking the appointment of Mr. Niranjan Shivdasani, who is retiring by rotation at the ensuing Annual General Meeting under the erstwhile applicable provisions of Companies Act, 1956, as Independent Directors for 4 (four) consecutive years for a term up to the conclusion of the 22nd Annual General Meeting of the Company in the calendar year 2019.

Brief resume of the Directors, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, their shareholding and relationships between them inter se, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the report on Corporate Governance forming part of the Annual Report.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

8. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no material significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The details of the same are given in the notes to Accounts forming part of the financial statements. The Company has adopted Related Party Transactions Policy which is displayed on website of Company www.cinevistaas.com

9. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company's website www.cinevistaas.com.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA)

The detailed Analysis of the Operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms part of the Annual Report.

11. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Management Discussion and Analysis and Auditors' Certificate are appended as part of the Annual Report. The required certification by Chief Executive Officer and Chief Financial Officer is also appended to the Annual Report.

The requisite certificate from the Auditors of the Company, M/s Sarath & Associates, Chartered Accountants, confirming Compliance with the conditions of Corporate Governance as stipulated under the aforesaid clause 49, is annexed to this Report.

12. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have 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.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

13. SUBSIDIARIES

Pursuant to General Circular No. 2/2011 No.51/12/2007-CL-III dated 08.02.2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors has passed a resolution for sending the Balance Sheet without attaching copy of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Report of the Auditors of the Subsidiary Companies namely Chimera Entertainment Private Limited (Formerly Cinevista Studios Private Limited), Cinevista Eagle Plus Media Private Limited and Video Vista Inc. In accordance with the General Circular issued by the Ministry of Corporate Affairs, the Company will make available the Annual Accounts of the subsidiary companies and the related detailed information upon request by any member of the Company and its subsidiaries interested in obtaining the same. Further, the Annual Accounts of the subsidiaries would also be available for inspection by any member at the Registered Office of the Company and at the Office of the respective subsidiary companies, during working hours.

The Company has disclosed in the consolidated balance sheet the following information in aggregate for each subsidiary:- (a) Capital (b)reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend, as applicable.

The holding as well as subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them.

The Company has given Indian rupee equivalent of the figures given in foreign currency appearing in the accounts of the subsidiary companies along with the exchange rate as on closing day of the financial year.

In addition to "Consolidation of Financial Statements" as required under Clause 32 of the Listing Agreement with the Stock Exchanges, the details on the performance of the Company's subsidiaries are attached.

14. FIXED DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

15. AUDITORS

The Company's Statutory Auditors M/s. Sarath & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. You are requested to appoint the Auditors.

The Company has received the letter from them to the effect that their appointment if made would be within the limits prescribed under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of section 141 of the said Act.

The Auditors' Report to the members on the Accounts of the Company for the financial year ended March 31, 2015 does not contain any qualification.

The observation made in the Auditors' Report read together with relevant notes thereon are self- explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

16. SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Yogesh D. Dabholkar and Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A".

As directed by Securities & Exchange Board of India, (SEBI) secretarial audit is being carried out at the specified period by the Practicing Company Secretary. The findings of the secretarial audit were entirely satisfactory.

Observation made in Secretarial Audit Report with regards to loan given to subsidiaries viz. M/s. Cinevista Eagle Plus Media Pvt. Ltd. and Chimera Entertainment Pvt. Ltd. of Rs.8589/- and Rs.7975/- respectively are towards statutory filing fees to be paid to Registrar of Companies (ROC). The same has been duly repaid by subsidiaries to M/s. Cinevista Ltd on 20th July, 2015. Loan was given to subsidiaries as the practice which was allowed in Companies Act, 1956. However, the same is repaid to be in compliance with Companies Act, 2013.

There are no other qualification in Secretarial Audit Report and observation made in the Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under the Companies Act, 2013.

17. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B".

18. BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Directors' report.

At present the company has not identified any element of risk which may threaten the existence of the company.

19. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

20. STATUTORY INFORMATION

Conservation of Energy & Technology Absorption

Considering the nature of the business of the Company, the particulars required to be furnished pursuant to the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to the Conservation of Energy and Technology Absorption are not applicable.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings have been Rs. 25.39 Lacs as compared to the previous year which amount to Rs. 78.78 Lacs and Foreign Exchange Outgo for current year is Rs. NIL as compared to previous year which was also Rs. NIL.

Particulars of Employees

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

21. APPRECIATION

Your Directors thank the viewers, suppliers, bankers, Financial Institutions, Central and State Governments and Shareholders, for their consistent support to the Company. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the company.

For and on behalf of the Board Cinevista Limited

Place: Mumbai Prem Krishen Malhotra

Date : 13th August, 2015 Chairman

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in submitting the Seventeenth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2014.

1. Financial Results (Rs. in lacs) standalone 2013-14 2012-13

Income from Operations 5047.27 5488.46

Operating Expenditure 4493.83 4955.69

Depreciation and Amortisation 205.51 194.76

Operating Profit 347.93 338.01

Other Income 19.79 18.87

Profit before Finance Costs 367.72 356.88

Finance Costs 353.12 338.21

Profit after Finance Costs but before Tax 14.60 18.67

Tax Expenses 5.34 6.17

Net Profit After Tax 9.26 12.50

Financial and Operational Review:

The Company has earned a gross income of Rs. 5047.27 lacs for the financial year 2013-14, as compared to Rs. 5488.46 lacs in the previous year, recording an decrease of Rs. 441.19 lacs.

The Company has earned a net profit of Rs. 9.26 lacs for the year as compared to net profit of Rs. 12.50 lacs in the previous year.

Interest expenditure for the year under review has marginally increased by Rs. 14.91 lacs as compared to the previous year. Depreciation during the year has recorded a marginal increase by Rs. 10.75 lacs as compared to the previous year.

Earnings per share have been Rs. 0.02 for the current year as well as in the previous year. Resources & Liquidity:

The Company''s paid up capital is Rs. 11,48,72,950 with accumulated Reserves & Surplus of Rs. 152,42,15,182.78

Management Discussion and Analysis Report (MDA)

The detailed Analysis of the Operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms part of the Annual Report.

2. Changes in Capital Structure

There has been no change in the capital structure during the year under review.

3. Transfer to Reserves

The amounts increased in the reserves during the year on account of the profits are Rs. 9,25,763.42 as compared to the previous year increase on account of profit Rs. 12,49,624.21

4. Dividend

Your Directors do not propose any dividend for the year ended 31st March, 2014.

5. Board of Directors

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Talat Aziz, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his appointment.

In accordance with the provisions of Section 149 of the Companies Act, 2013, your Board of Directors are seeking the appointment of Mrs. Sulochana Talreja and Mrs. Renu Anand, who are retiring by rotation at the ensuing Annual General Meeting under the erstwhile applicable provisions of Companies Act, 1956, as Independent Directors for 5 (five) consecutive years for a term up to the conclusion of the 22nd Annual General Meeting of the Company in the calendar year 2019.

Pursuant to Section 196, 197, Schedule V and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Sunil Mehta as Managing Director and Mr. Prem Krishen Malhotra as Whole Time Director of the Company for a period of 3 (three) years commencing from 1st April, 2014 and the Nomination and Remuneration Committee has recommended the same.

Brief resume of the Directors, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, their shareholding and relationships between them inter se, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the report on Corporate Governance forming part of the Annual Report.

6. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Management Discussion and Analysis and Auditors'' Certificate are appended as part of the Annual Report. The required certification by Chief Executive Officer and Chief Financial Officer is also appended to the Annual Report.

The requisite certificate from the Auditors of the Company, M/s Sarath & Associates, Chartered Accountants, confirming Compliance with the conditions of Corporate Governance as stipulated under the aforesaid clause 49, is annexed to this Report.

7. Directors'' Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the Directors'' confirm the following:

(i) that in the preparation of the Annual Accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed and that there are no material departures from the same;

(ii) that 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 as at 31st March, 2014, and of the profit and loss of the Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2014, on a going concern basis.

8. Subsidiaries

Pursuant to General Circular No. 2/2011 No.51/12/2007-CL-III dated 08.02.2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors has passed a resolution for sending the Balance Sheet without attaching copy of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Report of the Auditors of the Subsidiary Companies namely Chimera Entertainment Private Limited (Formerly Cinevista Studios Private Limited), Cinevista Eagle Plus Media Private Limited and Video Vista Inc. In accordance with the General Circular issued by the Ministry of Corporate Affairs, the Company will make available the Annual Accounts of the subsidiary companies and the related detailed information upon request by any member of the Company and its subsidiaries interested in obtaining the same. Further, the Annual Accounts of the subsidiaries would also be available for inspection by any member at the Registered Office of the Company and at the Office of the respective subsidiary companies, during working hours.

The Company has disclosed in the consolidated balance sheet the following formation in aggregate for each subsidiary:- (a) Capital (b)reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend, as applicable.

The holding as well as subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them.

The Company has given Indian rupee equivalent of the figures given in foreign currency appearing in the accounts of the subsidiary companies along with the exchange rate as on closing day of the financial year.

In addition to "Consolidation of Financial Statements" as required under Clause 32 of the Listing Agreement with the Stock Exchanges, the details on the performance of the Company''s subsidiaries are attached.

9. Fixed Deposits

During the year under review, the Company did not accept any fixed deposits from the public.

10. Auditors

The Company''s Statutory Auditors M/s. Sarath & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. You are requested to appoint the Auditors.

The Company has received the letter from them to the effect that their appointment if made would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of section 226 of the said Act.

The Auditors'' Report to the members on the Accounts of the Company for the financial year ended March 31,2014 does not contain any qualification.

11. Secretarial Audit

As directed by Securities & Exchange Board of India, (SEBI) secretarial audit is being carried out at the specified period by the Practicing Company Secretary. The findings of the secretarial audit were entirely satisfactory.

12. Statutory Information

Conservation of Energy & Technology Absorption

Considering the nature of the business of the Company, the particulars required to be furnished pursuant to 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, relating to the Conservation of Energy and Technology Absorption are not applicable.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings have been Rs. 78.78 lacs as compared to the previous year which amount to Rs. 167.59 Lacs and Foreign Exchange Outgo for current year is Rs. NIL as compared to previous year which was 9.88 Lakhs.

Particulars of Employees

The provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are not applicable since there is no employee drawing remuneration exceeding the ceiling prescribed therein.

13. Appreciation

Your Directors thank the viewers, suppliers, bankers, Financial Institutions, Central and State Governments and Shareholders, for their consistent support to the Company. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the company.

For and on behalf of the Board Cinevista Limited

Place: Mumbai Prem Krishen Malhotra Date: 13th August, 2014 Chairman

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Mar 31, 2013

The Directors have pleasure in submitting the Sixteenth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2013.

1. Financial Results (Rs. in lacs)

STANDALONE

2012-13 2011-12

Income from Operations 5488.46 3602.60

Operating Expenditure 4955.69 3124.45

Depreciation and Amortisation 194.76 166.55

Operating Proft 338.01 311.60

Other Income 18.87 15.55

Proft before Finance Costs 356.88 327.15

Finance Costs 338.21 312.11

Proft after Finance Costs but before Tax 18.67 15.04

Tax Expenses 6.17 13.84

Net Proft After Tax 12.50 1.20

Financial and Operational Review:

The Company has earned a gross income of Rs. 5507.33 lacs for the fnancial year 2012-13, as compared to Rs. 3618.15 lacs in the previous year, recording an increase of Rs1889.18 lacs.

The Company has earned a net proft of Rs. 12.50 lacs for the year as compared to net proft of Rs. 1.20 lacs in the previous year.

Interest expenditure for the year under review has marginally increased by Rs. 26.10 lacs as compared to the previous year. Depreciation during the year has recorded a marginal increase by Rs. 28.21 lacs as compared to the previous year.

Earnings per share have been Rs. 0.02 for the current year as compared to 0.002 in the previous year.

Resources & Liquidity:

The Company''s paid up capital is Rs.1148.73 lacs with accumulated Reserves & Surplus of Rs. 15232.89 lacs.

Management Discussion and Analysis Report (MDA)

The detailed Analysis of the Operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms part of the Annual Report.

2. Changes in Capital Structure

There has been no change in the capital structure during the year under review.

3. Transfer to Reserves

The amounts increased in the reserves during the year on account of the profts are Rs. 12,49,624.21 as compared to the previous year increase on account of profts of Rs. 1,20,301.27

4. Dividend

Your Directors do not propose any dividend for the year ended 31st March, 2013.

5. Board of Directors

Smt. Renu Anand, retire by rotation as Director at the upcoming Annual General Meeting and being eligible offers herself for reappointment. The Board recommends her appointment.

Brief resume of the Directors, nature of their expertise in specifc functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, their shareholding and relationships between them inter se, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the report on Corporate Governance forming part of the Annual Report.

6. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Management Discussion and Analysis and Auditors'' Certifcate are appended as part of the Annual Report. The required certifcation by Chief Executive Offcer and Chief Financial Offcer is also appended to the Annual Report.

The requisite certifcate from the Auditors of the Company, M/s Sarath & Associates, Chartered Accountants, confrming Compliance with the conditions of Corporate Governance as stipulated under the aforesaid clause 49, is annexed to this Report.

7. Directors'' Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the Directors'' confrm the following:

(i) that in the preparation of the Annual Accounts for the fnancial year ended 31 st March, 2013, the applicable accounting standards have been followed and that there are no material departures from the same;

(ii) that 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 as at 31st March, 2013, and of the Statement of proft and loss of the Company for the year ended on that date;

(iii) that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the fnancial year ended 31st March, 2013, on a going concern basis.

8. Subsidiaries

There has been no material change in the nature of the business of the subsidiaries. The name of one of the subsidiaries of the Company has been changed from M/s. Cinevista Studios Private Limited to M/s. Chimera Entertainment Private Limited w.e.f. 14/08/2012 pursuant upon Fresh Certifcate of Incorporation consequent upon change of name issued by Government of India, Ministry of Corporate Affairs, Registrar of Companies, Mumbai. The statement containing brief fnancial details of the subsidiaries is included in the Annual Report.

As required under Clause 32 of the Listing Agreements entered into with the Stock Exchanges, a consolidated fnancial statement of the Company and all its subsidiaries is attached. The consolidated fnancial statements have been prepared in accordance with the relevant accounting standards as prescribed.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of proft and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief fnancial details of the Company''s subsidiaries namely Chimera Entertainment Private Limited (Formerly Cinevista Studios Private Limited), Cinevista Eagle Plus Media Private Limited and Video Vista Incforthe fnancial year ended March 31, 2013 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered offce of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the head offces/registered offces of the respective subsidiary companies. The Company shall furnish a copy of the details of annual accounts of subsidiaries to any member on demand.

9. Fixed Deposits

During the year under review, the Company did not accept any fxed deposits from the public.

10. Auditors

The Company''s Statutory Auditors M/s. Sarath & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. You are requested to appoint the Auditors.

The Company has received the letter from them to the effect that their appointment if made would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualifed for such appointment within the meaning of section 226 of the said Act.

11. Secretarial Audit

As directed by Securities & Exchange Board of India, (SEBI) secretarial audit is being carried out at the specifed period by the Practicing Company Secretary. The fndings of the secretarial audit were entirely satisfactory.

12. Statutory Information

Conservation of Energy & Technology Absorption

Considering the nature of the business of the Company, the particulars required to be furnished pursuant to 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, relating to the Conservation of Energy and Technology Absorption are not applicable.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings have been Rs. 167.59 lacs and Foreign Exchange Outgo is 9.88 lacs for the fnancial year 2012-13.

Particulars of Employees

The provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are not applicable since there is no employee drawing remuneration exceeding the ceiling prescribed therein.

13. Appreciation

Your Directors thank the viewers, suppliers, bankers, Financial Institutions, Central and State Governments and Shareholders, for their consistent support to the Company. The Directors also sincerely acknowledge the signifcant contributions made by all the employees for their dedicated services to the company.

For and on behalf of the Board

Cinevista Limited

(Formerly Cinevistaas Limited)

Place: Mumbai Prem Krishen Malhotra

Date : 6th August, 2013 Chairman

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Mar 31, 2012

The Directors have pleasure in submitting the Fifteenth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2012.

1. Financial Results (Rs. in lacs)

STANDALONE 2011-12 2010-11

Income from Operations 3602.60 3494.30

Operating Expenditure 3124.45 3376.73

Depreciation and Amortisation 166.55 173.94

Operating Profit 311.60 (56.37)

Other Income 15.55 81.41

Profit before Finance Costs 327.15 25.04

Finance Costs 312.11 251.70

Profit after Finance Costs but before Tax 15.04 (226.66)

Tax Expenses 13.84 73.56

Net Profit After Tax 1.20 (300.22)

Financial and Operational Review:

The Company has earned a gross income of Rs. 3618.15 lacs for the financial year 2011-12, as compared to Rs. 3575.70 lacs in the previous year, recording an increase of Rs. 42.45 lacs.

The Company has earned a net profit of Rs. 1.20 lacs for the year as compared to net loss of Rs.300.22 lacs in the previous year.

Interest expenditure for the year under review has marginally increased by Rs. 60.41 lacs as compared to the previous year. Depreciation during the year has recorded a marginal decrease by Rs. 7.40 lacs as compared to marginal increase of Rs. 7.02 lacs in the previous year.

Earnings per share have been Rs. 0.002 for the current year as compared to NIL in the previous year. Resources & Liquidity:

The Company's paid up capital is Rs.11,48,72,950 with accumulated Reserves & Surplus of Rs. 15220.39 lacs.

Management Discussion and Analysis Report (MDA)

The detailed Analysis of the Operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms part of the Annual Report.

2. Changes in Capital Structure

There has been no change in the capital structure during the year under review.

3. Transfer to Reserves

The amounts increased in the reserves during the year on account of the profit of Rs. 1,20,301.27 as compared to the previous year decrease on account of loss of Rs. 300,21,500.24

4. Dividend

Your Directors do not propose any dividend for the year ended 31st March, 2012.

5. Board of Directors

Mr. Niranjan Shivdasani, retire by rotation as Director at the upcoming Annual General Meeting and being eligible offers himself for reappointment. The Board recommends his appointment.

Brief resume of the Directors, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, their shareholding and relationships between them inter se, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the report on Corporate Governance forming part of the Annual Report.

6. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Management Discussion and Analysis and Auditors' Certificate are appended as part of the Annual Report. The required certification by Chief Executive Officer and Chief Financial Officer is also appended to the Annual Report.

The requisite certificate from the Auditors of the Company, M/s Sarath & Associates, Chartered Accountants, confirming Compliance with the conditions of Corporate Governance as stipulated under the aforesaid clause 49, is annexed to this Report.

7. Directors' Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the Directors' confirm the following:

(i) that in the preparation of the Annual Accounts for the financial Year ended 31st March, 2012, the. applicable accounting standards have been followed and that there are no material departures from the same;

(ii) that 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 as at 31st March, 2012, and of the Statement of profit and loss of the Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2012, on a going concern basis.

8. Subsidiaries

There has been no material change in the nature of the business of the subsidiaries. A statement containing brief financial highlights of the subsidiaries is included in the Annual Report.

As required under Clause 32 of the Listing Agreement entered into with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries are attached. The consolidated. financial statements have been prepared in accordance with the relevant accounting standards as prescribed.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. A statement containing brief financial highlights of the Company's subsidiaries namely Cinevista Studios Private Limited, Cinevista Eagle Plus Media Private Limited and Video Vista Inc. for the financial year ended March 31, 2012 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered office of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the head offices/registered offices of the respective subsidiary companies. The Company shall furnish a copy of the details of annual accounts of subsidiaries to any member on demand.

9. Fixed Deposits

During the year under review, the Company did not accept any fixed deposits from the public.

10. Auditors

The Company's Statutory Auditors M/s. Sarath & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. You are requested to appoint the Auditors.

The Company has received the letter from them to the effect that their appointment if made would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of section 226 of the said Act.

11. Secretarial Audit

As directed by. Securities & Exchange Board of India, (SEBI) secretarial audit is being carried out at the specified period by the Practicing Company Secretary. The findings of the secretarial audit were entirely satisfactory.

12. Statutory Information

Conservation of Energy & Technology Absorption

Considering the nature of the business of the Company, the particulars required to be furnished pursuant to 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, relating to the Conservation of Energy and Technology Absorption are not applicable.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings have been Rs. 52.83 lacs as compared to the previous year which amount to Rs. 69.31 lacs and Foreign Exchange Outgo is NIL as compared to previous year which was 0.70 lacs.

Particulars of Employees

The provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are not applicable since there is no employee drawing remuneration exceeding the ceiling prescribed therein.

13. Appreciation

Your Directors thank the viewers, suppliers, bankers, Financial Institutions, Central and State

Governments and Shareholders, for their consistent support to the Company. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the company.

For and on behalf of the Board

Cinevistaas Limited

Place: Mumbai Prem Krishen Malhotra

Date: 13th August, 2012 Chairman

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Mar 31, 2010

The Directors have pleasure in submitting the Thirteenth Annual Report of your Company together with the Audited Accounts for the year ended 31 st March, 2010.

1. Financial Results (Rs. in lacs)

March 31,2010 March 31,2009

Realisation from serials 4737.22 5647.12

Other income 57.35 120.84

Total income 4794.57 5767.96

Total expenditure 4272.48 5615.45

Gross profit before interest, depreciation and taxation 522.09 572.67

Interest 257.89 252.50

Profit before depreciation and taxation 264.20 320.17

Depreciation 166.92 167.67

Provision for Taxation -

Under provision of previous years tax - 3.98

Current tax (14.80) -

Deferred Tax Liability 22.20 (57.98)

Deferred Tax Asset (68.45) -

Wealth Tax (1.49) (1.67)

Income Tax provision w/off - -

Fringe Benefit Tax (1-23) -

Net Profit(Loss) 33.51 88.87

2. Operations

Financial and Operational Review:

The Company has earned a gross income of Rs.4794.57 lacs for the financial year 2009-10, as compared to Rs.5767.96 lacs in the previous year, recording a decrease of Rs.973.39 lacs.

The Company has earned a net profit of Rs.33.51 lacs for the year as compared to Rs.88.87 lacs in the previous year.

Interest expenditure for the year under review has marginally increased by Rs. 5.39 lacs as compared to the previous year.

Depreciation during the year has recorded a marginal decrease by Rs.0.75 lacs as compared to Rs. 167.67 lacs in the previous year.

Earnings per share have been worked out as Rs.0.06 as compared to Rs.0.15 in the previous year.

Resources & Liquidity:

The Companys paid up capital is Rs. 11,48,72,950 with accumulated Reserves & Surplus of Rs. 155.19 crores.

Management Discussion and Analysis Report (MDA)

The detailed Analysis of the Operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms part of the Annual Report

3. Changes in Capital Structure

There has been no changes in the capital structure during the year under review.

4. Transfer to Reserves

The amounts transferred to reserves during the year are Rs.3351233.26

5. Dividend

Your Directors do not propose any dividend for the year ended 31 st March, 2010.

6. Board of Directors

Mrs. Sulochana Talreja, retire by rotation as Director at the upcoming Annual General Meeting and being eligible offers herself for reappointment.

The Board recommends her appointment.

Brief resume of the Directors, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, their shareholding and relationships between them inter se, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the report on Corporate Governance forming part of the Annual Report.

7. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report and Management Discussion and Analysis and Auditors Certificate are appended as part of the Annual Report. The required certification by Chief Executive Officer and Chief Financial Officer is also appended to the Annual Report.

The requisite certificate from the Auditors of the Company, M/s Vimal Punmiya & Co., Chartered Accountants, confirming Compliance with the conditions of Corporate Governance as stipulated under the aforesaid clause 49, is annexed to this Report.

8. Directors Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the Directors confirm the following:

(i) that in the preparation of the Annual Accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed and that there are no material departures from the same;

(ii) that 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 as at 31 st March, 2010, and of the profit and loss of the Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the financial year ended 31 st March, 2010, on a going concern basis.

9. Subsidiaries and Joint Ventures

In addition to "Consolidation of Financial Statements" as required under Clause 32 of the Listing Agreement with the Stock Exchanges, the details on the performance of the Companys subsidiaries are attached as Annexure I.

10. Fixed Deposits

During the year under review, the Company did not accept any fixed deposits from the public.

11. Auditors

M/s Sarath & Associates, Chartered Accountants, who were appointed as Statutory Auditors by the Board, subject to shareholders approval, to fill the casual vacancy arising out of resignation of M/s Vimal Punimya & Co., Chartered Accountants, requires to be appointed at the ensuing Annual General Meeting and being eligible offers themselves for appointment. You are requested to appoint the Auditors.

The Company has received the letter from them to the effect that their appointment if made would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of section 226 of the said Act.

12. Secretarial Audit

As directed by Securities & Exchange Board of India, (SEBI) secretarial audit is being carried out at the specified period by the Practicing Company Secretary. The findings of the secretarial audit were entirely satisfactory.

13. Statutory Information

Conservation of Energy & Technology Absorption

Considering the nature of the business of the Company, the particulars required to be furnished pursuant to 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, relating to the Conservation of Energy and Technology Absorption are not applicable.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings have been Rs. 88.83 lacs, while the expenses reported have been Nil.

Particulars of Employees

The provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are not applicable since there is no employee drawing remuneration exceeding the ceiling prescribed therein.

14. Appreciation

Your Directors thank the viewers, suppliers, bankers, Financial Institutions, Central and State Governments and Shareholders, for their consistent support to the Company. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the company.

For and on behalf of the Board

Place : Mumbai Prem Krishen Malhotra

Date : 14th August, 2010 Chairman