Directors Report of JMD Ventures Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 41^st Annual Report of your Company together with the Audited
Statements of Accounts for the year ended March 31, 2025.

Standalone Financial Results	Year Ended	Year Ended
	31.03.2025	31.03.2024
Revenue for the year	292.34	696.69
Profit/(Loss) before Tax (PBT)	160.47	304.08
Less: Financial Expenses	-	-
Profit/(Loss) before Depreciation/Amortization (PBDT)	160.47	304.08
Less: Depreciation	3.54	4.43
Net Profit/(Loss) before Taxation (PBT)	156.94	299.65
Less: Provision for Taxation (including Deferred Tax)	41.48	85.49
Add/(Less): Extra-Ordinary Items	(17-42)	4.69
Profit/(Loss) after Tax & Extra-ordinary Items	132.87	209.47
Less: Provision for Dividend	-	-
Less: Transfer to General Reserves	-	-
Profit/(Loss) available for Appropriation	132.87	209.47
Add: Profit/(Loss) brought forward from Previous Year	429.90	220.43
Balance of Profit/(Loss) carried forward	562.77	429.90

STANDALONE FINANCIAL HIGHLIGHTS

Total revenue for the year stood at R 292.34 lakh in comparison to last years'' revenue of R 696.69 lakh. In term of Profit
before taxation and Extra-Ordinary Items, the Company has earned a Profit/(Loss) of R 156.94 lakh in comparison to last
years'' Profit of R 299.65 lakh. Profit after Tax and Extra-Ordinary Items stood at R 132.87 lakh in comparison to last
financial year''s Profit of R 209.47 lakh.

In regard to Segment Results, revenue from the Entertainment Segment was of R 48.84 lakh in comparison to last years''
revenue of R 46.63 lakh, from the Finance & Investment Segment, the same was of R 240.50 lakh in comparison to last
years'' revenue of R 650.06 lakh. The Revenue from other un-allocable Segment was of R Nil in comparison to last years''
revenue of R Nil lakh.

In term of Profit before/after taxation, the Company has earned a Profit/(Loss) of R 27.26 lakh from Entertainment
Segment in comparison to last years'' Profit of R 32.12 lakh, from Finance & Investment Segment, the Profit/(Loss)
before/after Tax was of R 129.68 lakh in comparison to last years'' Profit of R 267.54 lakh.

DIVIDEND AND RESERVES

In order to conserve resources, your Directors do not propose any dividend for the year under review.

During the year under review R Nil was transferred to General Reserves.

SHARE CAPITAL & LISTING

The paid up Equity Share Capital as on March 31, 2025 was R 2885.84 Lakh consisting of 2,88,58,400 Equity Shares of Rs.
10/- each. Further, the Company has not issued any share with differential voting rights; nor granted stock options nor
sweat equity. As on March 31, 2025, none of the Directors and/or Key Managerial Person of the Company hold
instruments convertible in to Equity Shares of the Company.

The Company''s Equity Shares are listed on the BSE Limited ("BSE"). The Equity Shares are actively traded on BSE. The
shares of the Company are not suspended from trading from BSE platform.

CORPORATE GOVERNANCE

Your Directors believe that corporate governance is an ethically driven business process that is committed to values
aimed at enhancing the growth of your Company. The endeavour is to continue and move forward as a responsible and
sustainable Company in order to attract as well as retain talents, investors and to maintain fulfilling relationships with the
communities and take all possible steps in the direction to re-write a new future for your Company.

We are committed to achieve the highest standards of ethics, transparency, corporate governance and continue to
comply with the code of conduct framed for the Board and senior management under SEBI Listing Regulations and have
maintained high standards of corporate governance based on the principle of effective implementation of internal control
measures, adherence to the law and regulations and accountability at all levels of the organization.

Your Company''s corporate governance practices are driven by effective and strong Board oversight, timely disclosures,
transparent accounting policies and high levels of integrity in decision making. The corporate governance report of the
Company for the Year Under Review as required under the applicable SEBI Listing Regulations is attached hereto and
forms part of this report. The requisite certificate from Statutory Auditors, M/s Rajesh Kumar Gokul Chandra &
Associates, Chartered Accountants, Kolkata, confirming compliance with the conditions of corporate governance is
attached to the corporate governance report.

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. 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/(losses) and cash flows for the year ended March 31, 2025.

Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted
or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management
evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone
financial results on a quarterly basis which are subjected to limited review and publishes standalone audited financial
results on an annual basis.

The Company continues to focus on judicious management of its working capital, receivables, inventories and other
working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification, reservation however adverse remarks by Auditors for the year under review, have been
addressed below -

Explanations on comments by the Board on any Qualification, Reservation or Adverse Remark or Disclaimer made
by Statutory Auditors

No.	Comment by Auditors	Management Comment
1.	We draw attention to Note No 46 of the Standalone Financial Statements in respect of valuation of Inventories of Unquoted Shares which are valued at cost and are subject to the valuation by independent valuer. As per management explanation they are under process to carrying out fair valuation from registered valuer and the cost is almost lower of cost and market price whichever is lower, hence these are shown at its original purchase cost. In the present we are unable to comment consequences of such transactions.	The valuation of un-quoted stock has been taken based on last available Annual Accounts of the Company. However, the Company is in process of obtaining Independent Valuers'' Certificate to ease doubts.
2.	We draw attention to Note No 47 of the Standalone Financial Statements in respect of Balances of Trade Receivable, Loans and Advances, Trade Payable etc. which are subject to confirmation from the respective parties and consequently reconciliation/ adjustment arising therefrom, if any to ascertain the fair market value.	The Company is in process of obtaining confirmations for all outstanding Balances of Trade Receivable, Loans and Advances, Trade Payable etc.
3.	We draw attention to Note No 27 of the Standalone Financial Statements in respect of Employees Retirement Benefit that no actuarial valuation report from the professional valuer was obtained on account of liability of employment benefit in the near future, if any, as the management has observed that there	The Company does not have any employee whose retirement benefit is due up to the current financial year.

	is no such liability at present.
4.	We draw attention to Note No 48 of the Standalone Financial Statements in respect of non-traded / suspended stock which are valued at last traded price and the management is in opinion that the value as shown is fair value and has no impact on Statement of Profit & Loss.	The valuations of such stocks have been taken based on last traded price where the stocks are suspended from trading currently.
5.	We draw attention to Note No 49 of the Standalone Financial Statements in respect of Closing stock worth Rs 213.37 Lakh of Audio Video Rights / CD and there is no valuation report on its fair value but in the opinion of management the value as shown is fair and there is no impact on statement of profit and loss.	The valuations of such stocks have been taken at cost and the management is of the opinion that the value as shown is fair and there is no impact on statement of profit and loss.
6.	We draw attention to Note No 50 of the Standalone Financial Statements in respect of interest free Loans and Advances of Rs 1,734.00 Lakh out of total loan & advance of Rs. 2,692.11 Lakh which as per management is at fair value and for business purpose and not prejudicial to the interest of the company.	The Company is trying Loans and Advances or is the account.	to recover such looking to settle

BUSINESS SEGMENT

Your Company is into the business of Entertainment Segment (Music Industries) as well as in to the Finance &
Investments in accordance with the Accounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

During the current financial year, the Company has formed a subsidiary Company namely JMD Cineplax Private Limited
to make its'' debut on OTT platform. However, the operations in said subsidiary are yet to be commenced.

Apart from the above, the Company does not have any Subsidiary/Material Subsidiary, Associate or Joint Venture
Company whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately
preceding accounting year or has generated 20% of the consolidated income of the Company during the previous
financial year. Accordingly, a policy on material subsidiaries has not been formulated.

During the year, no Company has ceased to be Subsidiary, Associate or Joint Venture Company.

POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES

The Company has formulated a "Policy for determining material Subsidiary Companies" of the Company. This policy is
available on your Company''s website at https://www.imdlimited.co.in/Companv Polies.aspx

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year,
were in the ordinary course of business and on an arm''s length pricing basis in compliance of the requirements of the
provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related
parties during the financial year, which were in conflict with the interest of the Company. The requisite details under Form
AOC-2 in Annexure III have been provided elsewhere in this Report. Suitable disclosure as required by the Accounting
Standard (Ind-AS 24) has been made in the notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a
yearly basis for transactions which are of repetitive nature. A statement giving details of all Related Party Transactions
are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company

The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the
Audit Committee and the Board of Directors from an Independent Chartered Accountant Firm.

The Policy on Related Party T ransactions as approved by the Board of Directors has been uploaded on the website of the
Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except
remuneration and sitting fees.

In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on dealing with
Related Party Transactions which is available on its website at the link:
https://www.imdlimited.co.in/Companv Polies.aspx

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V
read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part of the
Directors'' Report.

MATERIAL CHANGES AFFECTING THE COMPANY

Apart from disclosures made in this Report and the audited financial statements for the Year Under Review no material
changes and commitments have occurred after the closure of the year till the date of this Report, which affect the
financial position of the Company.

CHANGE IN NATURE OF BUSINESS, IF ANY.

There are no changes in the nature of business during the financial year 2024-25.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual
directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of
criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange
Board of India on January 5, 2017.

MEETING OF THE INDEPENDENT DIRECTORS

In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBI
LODR Regulations, 2015, a separate Board Meeting of Independent Directors of the Company was held on February 14,
2025 wherein, the following items in agenda were discussed:

• reviewed the performance of Non-Independent Directors and the Board as a whole.

• reviewed the performance of the Chairperson of the company, taking into account the views of Executive
Directors and Non-Executive Directors;

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.

• The Board evaluates its composition to ensure that the Board has the appropriate mix of skills, experience,
independence and knowledge to ensure their continued effectiveness. In the table below, the specific areas of
focus or expertise of individual Board members have been highlighted.

Matrix setting out the skiNs/expertise/competence of the Board of Directors

No.	Essential Core skiNs/expertise/competencies required for the Company	Core skills/expertise/competencies of all the Directors on the Board of the Company
1	Strategic and Business Leadership	The Directors and especially the Managing Director have many years of experience.
2	Financial expertise	The Board has eminent business leaders with deep knowledge of finance and business.
3	Governance, Compliance and Regulatory	The presence of Directors with qualifications and expertise in Law and Regulatory affairs lends strength to the Board.

4

Knowledge and expertise of Trade and Technology

The Directors have profound knowledge of economic Affairs, trade and technology related matters.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the financial year 2024-25 are given in the
separate section of Corporate Governance Report.

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and
applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT

There is no change in Management of the Company during the year under review.

DIRECTORS & KMPs

During current financial year, Mr. Dhurva Narayan Jha, Chairman & Managing Director of the Company, has resigned
from the Board w.e.f. 30^th September 2024 and in his place, the Board has appointed Mr. Kailash Prasad Purohit, part of
Promoter Group, as Chairman & Managing Director of the Company for a period of 5 consecutive years.

Further, Mrs. Rukmani Devi has resigned from the Board w.e.f. 30^th September 2024 and in her place, the Board has
appointed Mr. Ganga Prasad Bagaria as Non-Executive Independent Director of the Company for the 1^s term of 5
consecutive years.

Apart from above changes, there is no change in composition of Board or KMPs during the year under review.

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive
years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a
special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act
provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of
the Company.

As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independent director in more
than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve
as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall
hold at least one meeting in a year, without the presence of non-independent directors and members of the management
and all the independent directors shall strive to be present at such meeting.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons
of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and the Rules made
thereunder and are independent of the management.

The details of programme for familiarization of Independent Directors with the Company, nature of the business
segments in which the Company operates and related matters are put up on the website of the Company. Further, the
Independent Directors have confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.

The changes among Directors and KMPs during the current financial year has been stated herein below -
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. No.	Name	Designation	Date of Appointment	Date of Resignation
1.	Dhruva Narayan Jha	Chairman & Managing Director	8th April 2019	th 30 Sept 2024
2.	Kailash Prasad Purohit	Chairman & Managing Director	th 30 Sept 2024	-
3.	Rukmani Devi	Independent Director	th 8 June 2022	th 30 Sept 2024
4.	Ganga Prasad Bagaria	Independent Director	th 30 Sept 2024	-

DIRECTOR RETIRING BY ROTATION

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Kailash Prasad Purohit, Executive Director of
the Company, who retires by rotation at the ensuing annual general meeting and being eligible offers himself for re¬
appointment. He has given a declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect that he is not
disqualified from being reappointed as a Director of the Company.

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as
stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under
the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they
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 liability to discharge their duties. Based on the declaration received from Independent
Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section
149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the
management.

PERFORMANCE EVALUATION

During the Year Under Review, the formal annual evaluation of the performance of the Board, its committees and
individual directors was carried out, in the Company by the independent directors, and the Board, in compliance with the
Companies Act, 2013 and SEBI Listing Regulations, as amended from time to time.

The performance of non-independent directors, Board as a whole and the chairman was done by the independent
directors of the Company. Performance evaluation of independent directors was done by the entire Board, excluding the
independent director being evaluated.

An indicative criterion of evaluation was circulated to the directors to facilitate such evaluation. Based on the feedback of
the directors and on due deliberations of the views and counter views, the evaluation was carried out in terms of the NRC
Policy and such indicative criterion. The Board sought the feedback of directors on various parameters including:

• Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance
practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange
Board of India.

The evaluation process endorsed the Board confidence in the ethical standards of the Company, the resilience of the
Board and the management in navigating the Company during challenging times, cohesiveness amongst the Board,
constructive relationship between the Board and the management, and the openness of the management in sharing
strategic information to enable Board to discharge their responsibilities and fiduciary duties.

FAMILIARISATION PROGRAM FOR DIRECTORS

As a practice, all new directors (including independent directors) inducted to the Board are given a formal orientation.

The familiarisation programme for the independent directors is customised to suit their individual interests and area of
expertise. The directors are usually encouraged to interact with members of senior management as part of the induction
programme. The senior management make presentations giving an overview of the Company''s strategy, operations,
products, markets and group structure, Board constitution and guidelines, and the major risks and risk management
strategy. This enables the directors to get a deep understanding of the Company, its people, values and culture and
facilitates their active participation in overseeing the performance of the management.

The details of the familiarization program conducted during the year under review can be accessed from Company
website https://www.imdlimited.co.in/Companv Polies.aspx.

NOMINATION & REMUNERATION POLICY

The Company has devised a Nomination and Remuneration Policy ("NRC Policy") which inter alia sets out the guiding
principles for identifying and ascertaining the integrity, qualification, expertise and experience of the person for the
appointment as directors, key managerial personnel ("KMPs") and senior management personnel ("SMPs").

The NRC Policy has been framed with the objective-

a. to ensure that appointment of directors, KMPs and SMPs and their removals are in compliances with the
applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations;

b. to set out criteria for the evaluation of performance and remuneration of directors, KMPs and SMPs;

c. to adopt best practices to attract and retain talent by the Company; and

d. to ensure diversity of the Board of the Company

The NRC Policy specifies the manner of effective evaluation of performance of Board, its committees and individual
directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent
external agency and review its implementation and compliance. During the Year Under Review, there has been no change
in the NRC Policy.

The NRC Policy of the Company can be accessed at the website of the Company at
https://www.imdlimited.co.in/Companv Polies.aspx.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status
of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end
of Financial Year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31^st March, 2025, all the applicable accounting
standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper
explanation relating to material departures, if any;

2. the directors had selected such accounting policies and applied them consistently and made iudgments 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 March 31, 2025 and of the profit of the Company for the year ended on that date;

3. that 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;

4. that the Directors had prepared the annual accounts on a going concern basis;

5. that 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; and

6. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

BUSINESS RISK MANAGEMENT

The Company is exposed to credit, liquidity and interest rate risk. On the other hand, investment in Stock Market, both in
Quoted and Unquoted Shares, have the risk of change in the price and value, both in term of up and down and thus can
affect the profitability of the Company.

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. The risk
management framework is reviewed periodically by the Board and the Audit Committee.

However the Company is not required to constitute Risk Management Committee under Listing Regulations, 2015.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the
audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by

management and the relevant board committees, including the audit committee, the Board is of the opinion that the
Company''s internal financial controls were adequate and effective during FY 2024-25.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles,
philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees
and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the
criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of
Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination
and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has
been posted on the website of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted a Whistle Blower Policy / Vigil Mechanism and has established the
necessary vigil mechanism for Directors, Employees and Stakeholders of the Company to report genuine concerns about
unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The
Company has disclosed the policy on the website of the Company i.e.
https://www.jmdlimited.co.in/Company_Polies.aspx

INFORMATION TECHNOLOGY

Innovation and Technology are synonymous with the Company. The investment in technology acts as a catalyst and
enables the Company to be innovative.

AUDITORS
Statutory Auditors

Messrs Rajesh Kumar Gokul Chandra & Associates, Chartered Accountants, Kolkata (FRN No. 323891E) were
appointed as Statutory Auditors of the Company for a period of five consecutive years at the 39^th Annual General
Meeting (AGM) of the Members held on July 20, 2023 on a remuneration mutually agreed upon by the Board of
Directors and the Statutory Auditors.

Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment)
Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment
of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of the
Members for continuance of their appointment at this AGM is not being sought.

The Report given by M/s. Rajesh Kumar Gokul Chandra & Associates on the financial statement of the Company for
the FY 2024-25 is part of the Annual Report. The Notes on financial statement referred to in the Auditor''s Report
are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any
qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors had not
reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section
134 (3) (ca) of the Act.

There is no audit qualification, reservation or adverse remark for the year under review, except all those remarks
which have been clarified on page 18-19 of the Annual Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed Mr. Sanjay Kumar Vyas,
Company Secretaries in Practice (C. P. No. 21598) to undertake the Secretarial Audit of the Company for FY 2024¬
25. The Report of the Secretarial Audit Report in the prescribed Form MR-3 is annexed elsewhere in this Annual
Report as Annexure II.

Further, the Appointment of Mr. Sanjay Kumar Vyas, Company Secretaries in Practice (C. P. No. 21598) is also
recommended to members at ensuing 41^st AGM for the term of next 5 years commencing from F.Y. 2025-26.

During the year, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2, relating to
"Meetings of the Board of Directors" and "General Meetings", respectively.

In addition to the above and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance by
Mr. Sanjay Kumar Vyas for the FY2024-25 has been submitted with stock exchanges.

Internal Auditors

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and
strengthened with new/revised standard operating procedures. The Company''s internal control system is
commensurate with its size, scale and complexities of its operations. The internal and operational audit is
entrusted to M/s. Mahato Prabir & Associates, Chartered Accountant Firm, Kolkata (FRN - 325966E). The main
thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides
benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal
control systems and suggests improvements to strengthen the same. The Company has a robust Management
Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are
periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing
assurance to the Board of Directors. Significant audit observations and corrective actions taken by the
management are presented to the Audit Committee of the Board. To maintain its objectivity and independence,
the Internal Audit function reports to the Chairman of the Audit Committee.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial
year ended 31^s March, 2025 made under the provisions of Section 92(3) of the Act is attached as Annexure III to this
report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act 2013 read with Rules thereunder, this is to certify and declare that there was no case of sexual harassment
during the year under review. Neither there was a case pending at the opening of Financial Year, nor has the Company
received any Complaint during the year.

STATUTORY INFORMATION AND OTHER DISCLOSURES

Since the Company is into the business of financing and investment activities in Shares and Securities; the information
regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under section 134(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is reported to be NIL.

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure ''V'' and forms an integral part of this Report.
A statement comprising the names of top employees in terms of remuneration drawn and every persons employed
throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ''VI'' and forms an integral part of this annual
report. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21
days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees
hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the
Company.

BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report
under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of
the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

AUDITORS REPORT

The Notes on Financial Statement referred in the Auditors'' Report are self-explanatory and do not call for any further
comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer for the
Financial Year 2024-25.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of
frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the
Companies Act, 2013, details of which needs to be mentioned in this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards
issued by the Institute of Company Secretaries of India.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, a separate section on corporate governance practices followed by the Company, together with a certificate from
the Company''s Auditors confirming compliance forms an integral part of this Report.

GENERAL

Your Directors state that during Financial Year 2024-25:

• The Company has not issued any Equity Share with differential rights as to Dividend, Voting or otherwise.

• The Company has not issued any Sweat Equity Shares during the year.

• There are no significant or material orders passed against the Company by the Regulators or Courts of Tribunals
during the year ended March 31, 2025 which would impact the going concern status of the Company and its future
operations.

• The Central Government has not prescribed the maintenance of cost records for any of the products of the
Company under sub-section (1) of Section 148 of the Companies Act, 2013 and the Rules framed there under.

• There is no change in nature of business of the Company during the year.

CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives,
projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of
applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank of
India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other regulatory
Authorities, stock exchanges, other statutory bodies, Company''s bankers, Members and employees of the Company for
the assistance, cooperation and encouragement and continued support extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors,
banks and other business partners for the excellent support received from them during the year. Our employees are
instrumental in helping the Company scale new heights, year after year. Their commitment and contribution is deeply
acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing
support.

Mumbai, August 22, 2025 By order of the Board

For JMD VENTURES LIMITED

Registered Office: S/d-

Unit No. 323 & 324, 3^rd Floor, Bldg. No. 9 Kailash Prasad Purohit

Laxmi Plaza, New Link Road DIN: 01319534

Andheri (W), Mumbai - 400 053 Chairman & Managing Director

---

Mar 31, 2024

Your Directors have pleasure in presenting the 40^th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2024.

Standalone Financial Results	Year Ended	Year Ended
	31.03.2024	31.03.2023
Revenue for the year	696.69	569.13
Profit/(Loss) before Tax (PBT)	304.08	301.86
Less: Financial Expenses	-	-
Profit/(Loss) before Depreciation/Amortization (PBDT)	304.08	301.86
Less: Depreciation	4.43	4.15
Net Profit/(Loss) before Taxation (PBT)	299.65	297.71
Less: Provision for Taxation (including Deferred Tax)	85.49	47.91
Add/(Less): Extra-Ordinary Items	4.69	0.14
Profit/(Loss) after Tax & Extra-ordinary Items	209.47	249.67
Less: Provision for Dividend	-	-
Less: Transfer to General Reserves	-	-
Profit/(Loss) available for Appropriation	209.47	249.67
Add: Profit/(Loss) brought forward from Previous Year	220.43	(29.31)
Balance of Profit/(Loss) carried forward	42990	220.43

STANDALONE FINANCIAL HIGHLIGHTS

Total revenue for the year stood at R 696.69 lakh in comparison to last years'' revenue of R 569.13 lakh. In term of Profit before taxation and Extra-Ordinary Items, the Company has earned a Profit/(Loss) of R 299.65 lakh in comparison to last years'' Profit of R 297.71 lakh. Profit after Tax and Extra-Ordinary Items stood at R 209.47 lakh in comparison to last financial year''s Profit of R 249.67 lakh.

In regard to Segment Results, revenue from the Entertainment Segment was of R 46.63 lakh in comparison to last years'' revenue of R 27.01 lakh, from the Finance & Investment Segment, the same was of R 650.06 lakh in comparison to last years'' revenue of R 464.06 lakh. The Revenue from other un-allocable Segment was of R Nil in comparison to last years'' revenue of R 78.06 lakh.

In term of Profit before/after taxation, the Company has earned a Profit/(Loss) of R 32.12 lakh from Entertainment Segment in comparison to last years'' Profit of R 19.29 lakh, from Finance & Investment Segment, the Profit/(Loss) before/after Tax was of R 267.54 lakh in comparison to last years'' Profit of R 201.31 lakh.

DIVIDEND AND RESERVES

In order to conserve resources, your Directors do not propose any dividend for the year under review.

During the year under review R Nil was transferred to General Reserves.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2024 was R 2885.84 Lakh. Further, the Company has not issued any share with differential voting rights; nor granted stock options nor sweat equity. As on March 31, 2024, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

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. 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/(losses) and cash flows for the year ended March 31, 2024.

Accounting policies have been consistently applied except where a newly issued accounting standard, if initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses standalone financial results on a quarterly basis which are subjected to limited review and publishes standalone audited financial results on an annual basis.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review. BUSINESS SEGMENT

Your Company is into the business of Entertainment Segment (Music Industries) as well as in to the Finance & Investments in accordance with the Accounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY

During the current financial year, the Company has formed a subsidiary Company namely JMD Cineplax Private Limited to make its'' debut on OTT platform. However, the operations in said subsidiary are yet to be commenced.

Apart from the above, the Company does not have any Subsidiary/Material Subsidiary, Associate or Joint Venture Company whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. Accordingly, a policy on material subsidiaries has not been formulated.

During the year, no Company has ceased to be Subsidiary, Associate or Joint Venture Company.

POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES

The Company has formulated a "Policy for determining material Subsidiary Companies" of the Company. This policy is available on your Company''s website at https://www.imdlimited.co.in/Companv Polies.aspx

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year, were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year, which were in conflict with the interest of the Company. The requisite details under Form AOC-2 in Annexure III have been provided elsewhere in this Report. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has been made in the notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are verified by the Risk Assurance Department and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company

The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the Audit Committee and the Board of Directors from an Independent Chartered Accountant Firm.

The Policy on Related Party T ransactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

In accordance with the provisions of the SEBI Listing Regulations, the Company has in place the Policy on dealing with Related Party Transactions which is available on its website at the link: https://www.imdlimited.co.in/Company Polies.aspx

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part of the Directors'' Report.

CHANGE IN NATURE OF BUSINESS, IF ANY.

There are no changes in the nature of business during the financial year 2023-24.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBI LODR Regulations, 2015, a separate Board Meeting of Independent Directors of the Company was held on March 1, 2022 wherein, the following items in agenda were discussed:

• reviewed the performance of Non-Independent Directors and the Board as a whole.

• reviewed the performance of the Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors;

• Assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

• The Board evaluates its composition to ensure that the Board has the appropriate mix of skills, experience, independence and knowledge to ensure their continued effectiveness. In the table below, the specific areas of focus or expertise of individual Board members have been highlighted.

Matrix setting out the skiNs/expertise/competence of the Board of Directors

No.	Essential Core skiNs/expertise/competencies required for the Company	Core skills/expertise/competencies of all the Directors on the Board of the Company
1	Strategic and Business Leadership	The Directors and especially the Managing Director have many years of experience.
2	Financial expertise	The Board has eminent business leaders with deep knowledge of finance and business.
3	Governance, Compliance and Regulatory	The presence of Directors with qualifications and expertise in Law and Regulatory affairs lends strength to the Board.
4	Knowledge and expertise of Trade and Technology	The Directors have profound knowledge of economic Affairs, trade and technology related matters.

NUMBER OF MEETINGS OF THE BOARD

The details of the Board Meetings and other Committee Meetings held during the financial year 2023-24 are given in the separate section of Corporate Governance Report.

BOARD COMMITTEES

All Committees of the Board of Directors are constituted in line with the provisions of the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT

There is no change in Management of the Company during the year under review.

EXECUTIVE DIRECTORS

There was no change in the Executive Directors during the year under review.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS & KMPs

There is no change in composition of Board during the year under review.

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

As per requirements of Regulation 25 of Listing Regulations, a person shall not serve as an independent director in more than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management.

The details of programme for familiarization of Independent Directors with the Company, nature of the business segments in which the Company operates and related matters are put up on the website of the Company. Further, the Independent Directors have confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.

The Changes among Directors and KMPs during the current financial year has been stated herein below -

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
|Sl. No.	Name	Designation	Date of Appointment	Date of Resignation
1.	-	-	-	-

DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they 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 liability to discharge their duties. Based on the declaration received from Independent Directors, the Board of Directors have confirmed that they meet the criteria of Independence as mentioned under Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are independent of the management.

EVALUATION OF DIRECTORS, BOARD AND COMMITTEES

The Nomination and Remuneration Committee (NRC) of the Company has devised a policy for performance evaluation of the individual directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Listing Regulations and based on policy devised by the NRC, the Board has carried out an annual performance evaluation of its own performance, its committees and individual directors. The Board

performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board and information provided to the Board, etc.

The performance of the committees was evaluated by the Board of Directors based on inputs received from all the committee members after considering criteria such as composition and structure of committees, effectiveness of committee meetings, etc.

Pursuant to the Listing Regulations, performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

A separate meeting of the Independent Directors was also held for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman of the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

There have been no material changes and commitments affecting the financial position of the Company during current Financial Year 2023-24.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors confirms that:

1. In the preparation of the annual accounts, for the year ended 31^st March, 2024, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any;

2. the directors had 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 March 31, 2024 and of the profit of the Company for the year ended on that date;

3. that 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;

4. that the Directors had prepared the annual accounts on a going concern basis;

5. that 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; and

6. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BUSINESS RISK MANAGEMENT

The Company is exposed to credit, liquidity and interest rate risk. On the other hand, investment in Stock Market, both in Quoted and Unquoted Shares, have the risk of change in the price and value, both in term of up and down and thus can affect the profitability of the Company.

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. The risk management framework is reviewed periodically by the Board and the Audit Committee.

However the Company is not required to constitute Risk Management Committee under Listing Regulations, 2015. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the

audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2023-24.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower Policy / Vigil Mechanism and has established the necessary vigil mechanism for Directors, Employees and Stakeholders of the Company to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. The Company has disclosed the policy on the website of the Company i.e. www.imdlimited.co.in

INFORMATION TECHNOLOGY

Innovation and Technology are synonymous with the Company. The investment in technology acts as a catalyst and enables the Company to be innovative.

AUDITORS Statutory Auditors

Messrs Rajesh Kumar Gokul Chandra & Associates, Chartered Accountants, Kolkata (FRN No. 323891E) were appointed as Statutory Auditors of the Company for a period of five consecutive years at the 39^th Annual General Meeting (AGM) of the Members held on July 20, 2023 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute. Hence the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

The Report given by M/s. Rajesh Kumar Gokul Chandra & Associates on the financial statement of the Company for the FY 2023-24 is part of the Annual Report. The Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

There is no audit qualification, reservation or adverse remark for the year under review.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed Mr. Sanjay Kumar Vyas, Company Secretaries in Practice (C. P. No. 21598) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report in the prescribed Form MR-3 is annexed elsewhere in this Annual Report as Annexure II.

Internal Auditors

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s. A. Bhattarchajee & Co., Chartered Accountant Firm, Kolkata (FRN - 333268E). The main thrust of

internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return for the financial year ended 31^s March, 2024 made under the provisions of Section 92(3) of the Act is attached as Annexure III to this report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, this is to certify and declare that there was no case of sexual harassment during the year under review. Neither there was a case pending at the opening of Financial Year, nor has the Company received any Complaint during the year.

STATUTORY INFORMATION AND OTHER DISCLOSURES

Since the Company is into the business of financing and investment activities in Shares and Securities; the information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is reported to be NIL.

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure ''V'' and forms an integral part of this Report. A statement comprising the names of top employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure ''VI'' and forms an integral part of this annual report. The above Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136(1) of the Act. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.

BUSINESS RESPONSIBILITY REPORT

As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

MAINTENANCE OF COST RECORDS

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

AUDITORS REPORT

The Notes on Financial Statement referred in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer for the Financial Year 2023-24.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

GENERAL

Your Directors state that during Financial Year 2023-24:

• The Company has not issued any Equity Share with differential rights as to Dividend, Voting or otherwise.

• The Company has not issued any Sweat Equity Shares during the year.

• There are no significant or material orders passed against the Company by the Regulators or Courts of Tribunals during the year ended March 31, 2024 which would impact the going concern status of the Company and its future operations.

• The Central Government has not prescribed the maintenance of cost records for any of the products of the Company under sub-section (1) of Section 148 of the Companies Act, 2013 and the Rules framed there under.

• There is no change in nature of business of the Company during the year.

CAUTIONARY STATEMENT

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

APPRECIATION

Your Directors place on record their sincere appreciation for the assistance and guidance provided by the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, government and other regulatory Authorities, stock exchanges, other statutory bodies, Company''s bankers, Members and employees of the Company for the assistance, cooperation and encouragement and continued support extended to the Company.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. Our employees are instrumental in helping the Company scale new heights, year after year. Their commitment and contribution is deeply acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look forward to your continuing support.

---

Mar 31, 2016

To The Members,

The Directors have pleasure in presenting the 32^nd Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31, 2016.

(Rs.in Lac)

Financial Results	Year Ended 31.03.2016	Year Ended 31.03.2015
Gross Sales / Revenue for the year	21868.46	50328.95
Profit before Tax & Extra-ordinary Items	28.79	148.46
Less : Provision for Taxation	14.20	59.27
Profit after Tax	14.59	89.19
Add / (Less) : Prior Period Adjustments	7.49	(5.50)
Add : Reversal of Dividend including Dividend Tax	41.92	0.00
Profit available for Appropriation	64.00	83.69
Appropriated as under :
Transfer to General Reserves	3.00	8.35
Net Profit available after Appropriation	61.00	75.34
Less : Provision for Dividend including Dividend Tax	0.00	41.92
Balance of Profit brought forward from Previous Year	486.29	452.87
Balance of Profit carried forward to Next Year	547.29	486.29

OVERVIEW OF ECONOMY

Economic growth is projected to remain strong, hovering around 7.5%. Private consumption will be boosted by expected large increases in public wages and declining inflation. Investment will pick up gradually as excess capacity fades, deleveraging continues for corporations and banks, and infrastructure projects mature.

Inflation is above the long-term target and public debt is high, leaving little room for accommodative policies. However, some monetary impulse is to come as recent cuts in policy rates are passed on to consumers and investors. The renewed commitment for fiscal consolidation is welcome but the quality of public finances should be improved by increasing tax revenue and tilting the spending mix towards physical and social infrastructure. Creating more and better quality jobs is the key to inclusive growth and requires modernizing labour laws and making further progress in the ease of doing business.

PERFORMANCE HIGHLIGHTS & OUTLOOK

The retail market of Audio / Video has been completely phased out during the year. Both Sales as well as revenue have been declined significantly in the retail business segment whereas online business has been improved a bit. The Company is in process to use online business tools instead of expanding its retail business. In term of hardware and software business, the same has also been reduced significantly during the year due to low cost invention from Chinese market as well as due to reduced profit margin on sales of these items. All these have led to decline in revenue as well as profit of the Company.

At standalone level, gross revenue from the operations stood at Rs.21868.46 lac compared to Rs.50328.95 lac for the previous year. PBT Margin stood at Rs.28.79 lac in comparison to the last year figure of Rs.148.46 lac. Net Profit for the year stood at Rs.14.59 lac in comparison to last year figure of Rs.89.19 lac.

The Company is in to the business of Music recording, trading of MVAS software, computer and mobile hardware, sale of online music through its music portal and sale of music DVDs at its Stores or through franchises and trading / investments activities Capital Market as well as providing financial assistance by way of providing short term loan.

The outlook for the current year is expected to be tuff and challenging mainly due to rising competition and invention of online selling tools, increased requirements of Information Technology, invention of various computer chips etc. However, your Company is hopeful to do better in future.

DIVIDEND AND RESERVES

Due to sharp decline in profit and to conserve resources, your Directors do not recommend any Dividend for the year under review.

During the year under review, sum of Rs.3.00 lac were transferred to General Reserves.

Further, during the year, the Company has reversed and transferred sum of Rs.41.92 lac in Surplus or Statement of Profit & Loss, which was being provided for payment of Dividend (including Dividend Tax); during FY 201415, as the members of the Company have expressed their descent opinion (overall) for payment of Dividend.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 was Rs.14.4292 Crore. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2016, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company

FINANCE AND ACCOUNTS

Your Company prepares its financial statements in compliance with the requirements the Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. The estimates and judgments 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/(loss) and cash flows for the year ended 31^st March 2016.

The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

There is no audit qualification in the standalone financial statements by the statutory auditors for the year under review.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of your Company are prepared in accordance with the relevant Accounting Standards viz. AS-21 issued by the Institute of Chartered Accountants of India and forms integral part of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

SUBSIDIARY COMPANY & ITS PERFORMANCE Domestic Company JMD Broadcasting Private Limited

M/s. JMD Broadcasting Private Limited, a Subsidiary Company, was incorporated on 17^th June 2010 with a motive to set up a new channel and to provide uplink facility for the same. The Company has paid advances for its office at Noida (Uttar Pradesh) whereas business is yet to be commenced as License is yet to be approved by Central Government.

Further during the year, the Company has not earned any revenue in comparison to last year’s revenue of Rs.6.00 lac. In term of net profit/(loss), the same was stood at Rs.(2.15) lac in comparison to last years’ amount of Rs.1.34 lac.

RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of Listing Regulations; during the financial year were in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013 and the Rules made there under are not attracted and thus disclosure in form AOC-2 in term of Section 134 of Companies Act, 2013 is not required. Further, there are no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Regulation 34 of Listing Regulations, the Management Discussion and Analysis is annexed and forms part of the Directors’ Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

During the financial year under review, there is no change in the Board of Directors of the Company.

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 Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board’s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (‘AGM’) of the Company.

As per Regulation 25 of Listing Regulations (applicable from December 1, 2015), a person shall not serve as an independent director in more than seven listed entities: provided that any person who is serving as a whole time director in any listed entity shall serve as an independent director in not more than three listed entities. Further, independent directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors and members of the management and all the independent directors shall strive to be present at such meeting.

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sl. No.	Name	Designation	Date of Appointment	Date of Resignation
1.	Not Any	-	-	-

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of Financial Year and date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013 the Board of Directors confirms that:

1. that in the preparation of the Annual Accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. the directors had 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 March 31, 2016 and of the profit of the Company for the year ended on that date;

3. 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, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on a going concern basis;

5. that 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; and

6. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

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 (IA) function is defined in the Internal Audit Charter. 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 efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. 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 corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company i.e. www.jmdlimited.com

INFORMATION TECHNOLOGY

Innovation and Technology are synonymous with the Company. The investment in technology acts as a catalyst and enables the Company to be innovative.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS Statutory Auditors

The Auditors M/s Mehta Kothari & Associates, Chartered Accountants, Mumbai who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 32^nd Annual General Meeting up to the conclusion of the 34^th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 from M/s. Mehta Kothari & Associates; that they are eligible for appointment as auditors, and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949, or the rules and regulations made there-under; the proposed appointment is as per the term and within the limits laid down by or under the authority of the Companies Act, 2013 and that there are no proceedings pending against them or any of their partners with respect to professional conduct.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Madan Mohan Kothari, Company Secretaries in Practice (C. P. No. 8734) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed elsewhere in this Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9, as required under section 92 of the Companies Act, 2013 is annexed elsewhere in this Annual Report.

PARTICULARS OF EMPLOYEES

The Company wishes to place on record their appreciation to the contribution made by the employee of the Company during the period.

During the year under review there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 read with Rules there under, the Company has not received any complaint of sexual harassment during the year under review.

PARTICULARS UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013

Since the Company is into the business of music recording, trading of MVAS Software, sale of online music through its music portal and sale of music DVDs at its Stores or through franchises, trading / investment activities Capital Market as well as providing financial assistance by way of providing short term loan; the information regarding Conservation of Energy, Technology Absorption, Adoption and Innovation, as defined under section 134(3)(m) of the Companies Act, 2013 read with Rule, 8(3) of the Companies (Accounts) Rules, 2014, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 2013 and the SEBI Listing Regulations, 2015. Pursuant to Regulation 27 of Listing Regulations, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

CAUTIONARY STATEMENT

Statements in this Directors’ Report and Management Discussion and Analysis describing the Company’s objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company’s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Mumbai, May 28, 2016 By order of the Board

For JMD Ventures Limited

Registered Office :

Unit No. 323 & 324, 3rd Floor

Building No. 9, Laxmi Plaza Kailash Prasad Purohit

New Link Road, Andheri (West) (DIN : 01319534)

Mumbai-400 053 Chairman & Managing Director

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31,2014.

(Rs. in Lac)

Financial Results Year Ended Year Ended 31.03.2014 31.03.2013

Gross Sales / Income 38309.15 25112.29

Profit before Tax & 103.18 103.49 Extraordinary Items

Less : Provision for Taxation 34.73 32.99

Profit after Tax 68.45 70.50

Less : Prior Period Adjustments 0.00 0.00

Profit available for 68.45 70.50 Appropriation

Appropriated as under:

ProposedDividend 36.07 36.07

Corporate Tax on above Dividend 5.85 5.85

Transfer to General Reserve 3.42 5.00

Net Profit available for the year 23.11 23.58

Balance brought forward from 429.76 406.18 Previous Year

Balance carried forward to 452.87 429.76 Next Year

OVERVIEW OF ECONOMY

A survey by global consultancy firm Ernst & Young (E&Y) sees India as the world''s most attractive investment destination. With the opening up of foreign direct investment (FDI) in several sectors, India is today an eye-catching destination for overseas investors. The relaxation of norms by the government has created a vast opportunity for foreign players, who are competing for a greater role in the Indian market. Sectors projected to do well in the coming years include automotive, technology, life sciences and consumer products.

The World Bank has projected an economic growth rate of 5.7 per cent in FY15 for India, due to a more competitive exchange rate and several significant investments going forward.

India is the third biggest economy in the world in terms of purchasing power parity (PPP), according to a World Bank report. The country was ranked 10th in the previous survey conducted in 2005.

The stakes held by foreign institutional investors (FII) in Indian companies touched a record high in the fourth quarter of FY 14.The estimated value of FII holdings in India stands at US$ 279 billion.

OVERALLPERFORMANCE & OUTLOOK

The Business environment remains extremely challenging and the continued recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2013-2014. Gross Sales / Revenue were in line during the year in comparison to last financial year but Profit Margin remained under pressure in spite of significant increase inTurnover.

Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its performance. Gross income from operations remained satisfactory to an amount of Rs. 68.45 Lac during the year in comparison to last years'' income of Rs. 70.50 Lac.

The Company is in to the Business of Music recording, trading of Imported Mobile Instruments & Accessories & Softwares as well as investment activities Capital Market.

The outlook for the current year is expected to be challenging mainly due to sluggish economy. However, your Company expects to grow despite the adverse environment due to its commitment to clients of the Company.

DIVIDEND

Your Directors are pleased to recommend the payment of Dividend for the year ended 31st March 2014 at 5 Paise (Five Paise) per share or 5% (five percent) on face value of Rs. 1/- each, subject to approval of Members at the ensuring Annual General Meeting.

SUBSIDIARY COMPANY & ITS PERFORMANCE

The Central Government vide General Circular No. 2/2011 dated February 8,2011 has exempted the holding companies from attaching Annual Accounts and other documents in respect of its subsidiaries to the Annual Report of the holding companies from the financial years ended on or after March 31,2011.As required vide above Circular, statement in respect of its subsidiary, giving details of capital, reserves, total assets and liabilities, details of investments, turnover, profit before taxation and proposed dividend is attached to the Consolidated Balance Sheet, Annual accounts of the subsidiary companies and the related detailed information will be made available to the shareholders of the Company, seeking such information and will also be made available for inspection at the Registered Office of the Company.

DOMESTIC COMPANY

M/s. JMD Broadcasting Private Limited (Formerly known as Aalap Performing Network Private Limited), a Subsidiary Company, was incorporated on 17th June 2010 with a motive set up a new channel and to provide uplink facility for the same. The Company has paid advance for its office at Noida (Uttar Pradesh) whereas business is yet to be commenced as License is yet to be approved by Central Government. Further during the year, the Company has earned net income of Rs. 2.01 Lac after the provision of taxation.

MANAGEMENT DISCUSSION &ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard 21, issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements have been provided in the Annual Report. These Consolidated Financial Reports provide financial information about your Company and its subsidiary companies as a single economic entity. The Consolidated Financial Statements forms part of this Annual Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

During the Year Mr. Pravin Sawant has resigned from the Board w.e.f. 12th August 2013 and in his place the Board has appointed Mr. Pawan Borad as Non-Executive, Independent Director of the Company w.e.f. 12thAugust 2013.

In accordance with the provisions of Act and Articles of Association of your Company, Mr. Jagdish Prasad Purohit, Director of your Company, retires by rotation and are due for election at the ensuring Annual General Meeting. Mr. Jagdish Prasad Purohit, being eligible, offers himself for re- appointment.

The Board recommends the appointment of Mr. Jagdish Prasad Purohit pursuant to the applicable provisions of the Act. The resolutions seeking your approval on this item along with the requisite disclosures/explanatory statement are included in the Notice for convening the Annual General Meeting.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

INDEPENDENT DIRECTORS

As per provisions of Section 149 of the 2013Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

SITUATION OF REGISTERED OFFICE

The Company has shifted its Registered Office within the state of Maharashtra from Jaisingh Business Centre, Ground Floor, CTS No. 119, Parsiwada, Sahar Road, Andheri (E), Mumbai - 400 099 to the following new premises -

Unit No. 323 & 324, 3rd Floor, Building No. 9, Laxmi Plaza, New Link Road, Andheri (West), Mumbai-400 053. Tel : [phone], Fax : [phone]

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment)Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The Directors had prepared the annual accounts on agoing concern basis.

STATUTORY INFORMATION

The Company being basically in the media sector, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable tous.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in Information and Technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s Mehta Kothari & Associates, Chartered Accountants, Mumbai who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company from the conclusion of the 30th Annual General Meeting up to the conclusion of the 35th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 from M/s. Mehta Kothari & Associates; that they are eligible for appointment as auditors, and are not disqualified for appointment under the Companies Act, 2013, the Chartered Accountants Act, 1949, or the rules and regulations made there- under; the proposed appointment is as per the term and within the limits laid down by or under the authority of the Companies Act, 2013 and that there are no proceedings pending against them or any of their partners with respect to professional conduct.

COMMENTS ON AUDITOR''S REPORT:

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company''s plan. By far the employee''s relations have been cordial throughout the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION217 (1) (e) OF THE COMPANIES ACT, 1956

The Company was having business of trading of Software (Mobile Applications), Music Recording and Investing activities in Capital Market during the year under review and hence the information regarding conservation of energy, TechnologyAbsorption,Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58Aof the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Mumbai, May 28, 2014 By order of the Board For JMD Telefilms Industries Limited

Registered Office : Unit No. 323 & 324, 3rd Floor Building No. 9, Laxmi Plaza Kailash Prasad Purohit New Link Road, Andheri (West) (DIN : 01319534) Mumbai-400 053 Chairman & Managing Director

---

Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31, 2013.

(Rs.in Lacs)

Financial Results Year Ended Year Ended 31.03.2013 31.03.2012

Gross Sales / Income 25112.29 24969.43

Profit before Tax & Extraordinary Items 103.49 254.79

Less : Provision for Taxation 32.99 62.97

Profit after Tax 70.50 191.82

Less : Prior Period Adjustments 0.00 4.47

Profit available for Appropriation 70.50 187.35

Appropriated as under :

Proposed Dividend 36.07 72.15

Corporate Tax on above Dividend 5.85 11.70

Transfer to General Reserve 5.00 5.00

Net Profit available for the year 23.58 98.50

Balance brought forward from Previous Year 406.18 307.68

Balance carried forward to Next Year 429.76 406.18

OVERVIEW OF ECONOMY

According to the latest estimates, Indian Economy grew by 5% in FY 2013, reflecting lower than expected growth in both industry and services sectors. Inflation also was at elevated levels. However with commodity and crude oil prices on the decline from the peak and with various policy initiatives coming through, the Economy is estimated to grow by around 6% in FY2014 with lower Inflation.

OVERALL PERFORMANCE & OUTLOOK

The Business environment remains extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2012-2013. Gross Sales / Revenue has been increased during the year in comparison to last financial year but overall Net Profit has came down significantly due to lack of demand as well as pressure of huge import of Mobile & Mobile Accessories from China. The Earning has been beaten down solely by Mobile Phones & Accessories which was the topmost earning tool during last financial year.

Directors are pleased to inform that in spite of difficult times, your Company, based on its

intrinsic strength, has broadly maintained its performance. Gross income from operations remained satisfactory to an amount of Rs. 70.50 Lac during the year in comparison to last years'' income of Rs. 187.35 Lac.

The Company is in to the Business of Music recording, trading of Imported Mobile Instruments & Accessories & Software''s as well as investment activities Capital Market.

The outlook for the current year is challenging mainly due to sluggish economy. However, your Company expects to grow despite the adverse environment due to its commitment to clients of the Company.

DIVIDEND

Your Directors are pleased to recommend the payment of Dividend for the year ended 31st March 2013 at 5 Paise (Five Paise) per share or 5% (five percent) on face value of Rs. 1/- each, subject to approval of Members at the ensuring Annual General Meeting.

SUBSIDIARY COMPANY & ITS PERFORMANCE

DOMESTIC COMPANY

M/s. JMD Broadcasting Private Limited (Formerly known as Aalap Performing Network Private Limited), a Subsidiary Company, was incorporated on 17th June 2010 with a motive set up a new channel and to provide uplink facility for the same. The Company has paid advance for its office at Noida (Uttar Pradesh) whereas business is yet to be commenced as License is yet to be approved by Central Government. Further during the year, the Company has earned net income of Rs. 1,58,521/- after the provision of taxation.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

In accordance with the provisions of Act and Articles of Association of your Company, Mr. Jagdish Prasad Purohit, Director of your Company, retires by rotation and are due for election at the ensuring Annual General Meeting. Mr. Jagdish Prasad Purohit, being eligible, offers himself for re-appointment.

The Board recommends the appointment of Mr. Jagdish Prasad Purohit pursuant to the applicable provisions of the Act. The resolutions seeking your approval on this item along with the requisite disclosures/explanatory statement are included in the Notice for convening the Annual General Meeting.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

SITUATION OF REGISTERED OFFICE

The Company has shifted its Registered Office within the state of Maharashtra from 105, Sagar Shopping Centre, J. P. Road, Andheri (W), Mumbai - 400 058 to the following new premises -

Jaisingh Business Centre, Ground Floor, CTS No. 119, Parsiwada, Sahar Road, Andheri (E), Mumbai - 400-099. Tel : [phone], Fax : [phone]

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2013, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. The Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

The Company being basically in the media sector, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in Information and Technology to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/ absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

Auditors M/s. Mehta Kothari & Assocaites, Chartered Accountants, Mumbai holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors under section 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed.

The shareholders are requested to appoint the Auditors and fix their remuneration.

COMMENTS ON AUDITOR''S REPORT:

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company''s plan. By far the employee''s relations have been cordial throughout the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company was having business of trading of Software (Mobile Applications), Mobile and Mobile Accessories, Music Recording and Investing activities in Capital Market during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned Foreign Exchange during the year under review. However, total Foreign Exchange used for business purpose during the year was equivalent to Rs. 236.86 Lac.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Mumbai, May 29, 2013 By order of the Board

For JMD Telefilms Industries Limited

Registered Office :

Jaisingh Business Centre,

Ground Floor, CTS No. 119,

Parsiwada, Sahar Road, Kailash Prasad Purohit

Andheri (E), Mumbai - 400 099 Chairman & Managing Director

---

Mar 31, 2012

The Directors have pleasure in presenting the Twenty Eighth Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31, 2012.

(Rs. in Lacs)

Financial Results Year Ended Year Ended 31.03.2012 31.03.2011

Income 24969.43 10354.15

Profit before Tax & Extraordinary Items 254.79 355.48

Less : Provision for Taxation 62.97 61.76

Profit after Tax 191.82 293.72

Less : Prior Period Adjustments 4.47 7.38

Profit available for appropriation after adding to its Previous Years B/f 187.35 286.34

Appropriated as under :

Proposed Dividend 72.15 72.15

Corporate Tax on above Dividend 11.70 11.70

Transfer to General Reserve 5.00 5.00

Net Profit available for the year 98.50 197.49

Balance brought forward from Previous Year 307.68 110.19

Balance carried forward to Next Year 406.18 307.68

BUSINESS OPERATIONS

The Business environment remains extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2011-2012. Directors are pleased to inform that in spite of difficult times, your Company, based on its intrinsic strength, has broadly maintained its performance. Gross income from operations remained satisfactory to an amount of Rs. 187.35 Lac during the year.

The Company is in to the Business of Music recording, trading of Imported Mobile Instruments & Accessories & Software's as well as investment activities Capital Market.

FUTURE PLANS

The Current financial year was lackluster for Music Industry due to changes in technologies, requirements to replace its sound recording system as well as subsequent fall in demand of Music CDs as people were having different choices to download Music online etc. In regard to the trading of Imported Mobile Phones, the Company has done well in that area of business and is planning to expand this in a big way. During the year the Company has launched its' own brand i.e. JMD in Mobile Market and has got good response from the consumers. The Company is focusing to launch more variety of Mobiles to compete in the Market and is planning to provide good Instruments at a cheaper rate so as the approach of Mobile phone should be to the weaker section of community.

The Company is planning to import and distribute leading Pro Audio brands currently not available in India and is planning to set up a full-fledged music education centre dedicated to the teaching and learning of music as well as to publish books and instructional videos.

DIVIDEND

Your Directors are pleased to recommend the payment of Dividend for the year ended 31st March 2012 at 10 Paise (Ten Paise) per share or 10% (ten percent) on face value of Rs. 1/- each, subject to approval of Members at the ensuring Annual General Meeting.

SUBSIDIARY COMPANY & ITS PERFORMANCE

DOMESTIC COMPANY

M/s. JMD Broadcasting Private Limited (Formerly known as Aalap Performing Arts Network Private Limited), a Subsidiary Company, was incorporated on 17th June 2010 with a motive set up a new channel and to provide uplink facility for the same. The Company has paid advance for its office at Noida (Uttar Pradesh) whereas business is yet to be commenced as License by Central Government is yet to be approved. Further during the year, the Company has earned net income of Rs. 62,375/- after providing tax.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

In accordance with the provisions of Act and Articles of Association of your Company, Mr. Ashok Bothra, Director of your Company, retires by rotation and are due for election at the ensuring Annual General Meeting. Mr. Ashok Bothra, being eligible, offers himself for re-appointment.

The Board recommends the appointment of Mr. Ashok Bothra pursuant to the applicable provisions of the Act. The resolutions seeking your approval on this item along with the requisite disclosures/explanatory statement are included in the Notice for convening the Annual General Meeting.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annuals accounts, for the year ended 31st March 2012, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

The Company being basically in the media sector, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has entered into alliances/tie-ups with an IT solution Company to harness and tap the latest and the best of technology in the world and deploy/absorb technology wherever feasible, relevant and appropriate.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

Auditors M/s. Mehta Kothari & Assocaites, Chartered Accountants, Mumbai holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors under section 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed.

The shareholders are requested to appoint the Auditors and fix their remuneration.

COMMENTS ON AUDITOR'S REPORT:

The notes referred to in the Auditor's Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees in Company during the year under review.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is having no business other than the business of Investing in Securities Market as well as to lend money to Corporate and HNIs during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned Foreign Exchange during the year under review. However, total Foreign Exchange used for business purpose during the year was Rs. 1,169.36 Lac.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company's valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Mumbai, June 30, 2012 By order of the Board

For JMD Telefilms Industries Limited Registered Office : Jaisingh Business Centre, Ground Floor, CTS No. 119,

Parsiwada, Sahar Road, Kailash Prasad Purohit

Andheri (E), Mumbai - 400-099 Chairman & Managing Director

---

Mar 31, 2011

To The Members,

The Directors have pleasure in presenting the Twenty Seventh Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31, 2011.

(Rs. in Lacs)

Financial Results Year Ended Year Ended 31.03.2011 31.03.2010

Income 10354.15 8626.24

Profit before Tax & Extraordinary Items 355.48 186.15

Less : Provision for Taxation 61.76 31.29

Profit after Tax 293.72 154.86

Less : Prior Period Adjustments 7.38 2.62

Profit available for appropriation after adding to its Previous Years B/f 286.34 152.24

Appropriated as under :

Proposed Dividend 72.15 70.15

Corporate Tax on above Dividend 11.70 11.92

Transfer to General Reserve 5.00 3.00

Net Profit available for the year 197.49 67.17

Balance brought forward from Previous Year 110.19 43.09

Balance carried forward to Next Year 307.68 110.19

Dividend

Your Directors are pleased to recommend the payment of Dividend for the year ended 31st March 2011 at 10 Paise (Ten Paise) per share or 10% (ten percent) on face value of Re 1/- each, subject to approval of Members at the ensuring Annual General Meeting.

Management

There is no Change in Management of the Company during the year under review.

Directors

There is no change in composition of Board during the year under review.

In accordance with the requirements of the Companies Act, 1956 and as per the provisions of Articles of Association of the Company, Mr. Pravin Sawant is liable to retire and eligible, offers himself for re- appointments in the forthcoming Annual General Meeting.

Except Mr. Pravin Sawant himself, none of Directors is interested in his re-appointment.

Further, non of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

Auditors

Auditors M/s. Mehta Kothari & Assocaites, Chartered Accountants, Mumbai holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors under section 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed.

The shareholders are requested to appoint the Auditors and fix their remuneration.

Comments On Auditor's Report:

The notes referred to in the Auditor's Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

Public Deposits

Your Company has not accepted any deposits from the Public during the year under review.

Corporate Governance

Your Company follows the principles of the effective corporate governance practices. The Clause 49 of Listing Agreement deals with the Corporate Governance requirements which every publicly listed Company has taken steps to comply with the requirements of the revised Clause 49 of the Listing Agreement with the Stock Exchange.

A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the Company's Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

Statutory Information

The Company being basically in the media sector, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

Particulars of Employees

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Company's plan. By far the employee's relations have been cordial through out the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be NIL.

Particulars under section 217 (1) (e) of the Companies Act, 1956

The Company is engaged in the business of media products, trading of Mobile Instruments and in Investments in Shares & Securities hence the information regarding conservation of energy, Technology

Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be Nil.

The Company has not earned any foreign exchange during the year however the outgo was equivalent to INR 392.19 Lac during the year under review.

Cash Flow Statement

The Cash Flow Statement for the year ended 31st March 2011 pursuant to Clause 32 (as amended) of the Listing Agreement with Stock Exchanges is annexed herewith.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the Annuals Accounts, for the year ended 31st March 2011, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on a going concern basis.

Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) is commitment of the Company to improve the quality of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

Appreciation

The Board of Directors wishes to convey their appreciation to all the Company's employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Governmental and Statutory Authorities for their continued support.

Mumbai, June 30, 2011 By order of the Board

For JMD Telefilms Industries Limited

Registered Office :

105, Sagar Shopping Center, J. P. Road Kailash Prasad Purohit

Andheri (W), Mumbai-400 058. Chairman & Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Sixth Annual Report of your Company together with the Audited Statements of Accounts for the financial year ended March 31, 2010,

(Rs. in Lacs)

Financial Results Year Ended Year Ended

31.03.2010 31.03.2009

Income 8626.24 6844.46

Profit before Tax & Extraordinary Items 186.15 62.95

Less : Provision for Taxation 31.29 17.04

Profit after Tax 154.86 45.90

Less : Extra Ordinary Items 2.62 0.55

Profit available for appropriation

after adding to its

Previous Years B/f 152.24 45.35

Appropriated as under :

Proposed Dividend 70.15 35.07

Corporate Tax on above Dividend 11.92 5.96

Transfer to General Reserve 3.00 1.00

Balance carried forward to Next Year 67.17 43.03

Dividend

Your Directors are pleased to recommend the payment of Dividend for the year ended 31st March 2010 at 10 Paise (Ten Raise) per share or 10% (ten percent) on face value of Rs. 1/- each, subject to approval of Members at the ensuring Annual General Meeting.

Directors

There is no change in composition of Board during the year under review.

In accordance with the requirements of the Companies Act, 1956 and as per the provisions of Articles of Association of the Company, Mr. Ashok Bothra is liable to retire and eligible, offers himself for re- appointments in the forthcoming Annual General Meeting.

Except Mr. Ashok Bothra himself, none of Directors is interested in his re-appointment.

Further, non of the Directors of the Company are disqualified under section 274(1 )(g) of the Companies Act 1956.

Auditors

Auditors M/s. Mehta Kothari & Assocaites, Chartered Accountants, Mumbai holds the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors under section 224(1 B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed.

The shareholders are requested to appoint the Auditors and fix their remuneration.

Comments On Auditors Report:

The notes referred to in the Auditors Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

Public Deposits

Your Company has not accepted any deposits from the Public during the year under review.

Corporate Governance

Your Company follows the principles of the effective corporate governance practices. The Clause 49 of Listing Agreement deals with the Corporate Governance requirements which every publicly listed Company has taken steps to comply with the requirements of the revised Clause 49 of the Listing Agreement with the Stock Exchange.

A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Companys Auditors on Corporate Governance as stipulated in Clause 49 of the Listing Agreement is included in the Annual Report.

Human Resources

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business. Various HR initiatives are taken to align the HR policies to the growing requirements of the business.

The Company has a structured induction process and management development programmes to upgrade skills of managers. Objective appraisal systems are in place for senior management system.

Statutory Information

The Company being basically in the media sector, requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

Particulars of Employees

People are the backbone of our operations. It is a matter of great satisfaction for our Company that our employees have been very supportive of the Companys plan. By far the employees relations have been cordial through out the year.

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1988 is reported to be NIL.

Particulars under section 217 (1} (e) of the Companies Act, 1956

The Company is engaged in the business of media products hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be Nil.

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

Directors Responsibility Statement

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the Annuals Accounts, for the year ended 31st March 2010, all the applicable accounting standards prescribed by the institute of Chartered Accountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on a going concern basis.

Corporate Social Responsibility (CSR)

Corporate Social Responsibility (CSR) us commitment of the Company to improve the quality of the workforce and their families and also the community and society at large. The Company believes in undertaking business in such a way that it leads to overall development of all stake holders and Society.

Appreciation

The Board of Directors wishes to convey their appreciation to all the Companys employees for their performance and continued support. The Directors would also like to thank all the Shareholders, Consultants, Customers, Vendors, Bankers, Service Providers, and Governmental and Statutory Authorities for their continued support.



Mumbai, May 31, 2010 By order of the Board

For JMD Telefilms Industries Limited

Registered Office :

105, Sagar Shopping Center, J. P. Road Kailash Prasad Purohit

Andheri (W), Mumbai-400 058. Chairman & Managing Director