Directors Report of Khyati Multimedia Entertainment Ltd.

Mar 31, 2014

Dear members,

The Directors are pleased to submit herewith their report together with the audited statement of accounts for the 20th financial year ended 31st March, 2014.

[Amount in Rs.]

PARTICULARS 2013-14 2012-13

Income from Operation 180,000 180,000

Total Income 547,339 180,436

Total Expenditure 703,822 3,548,619

Profit/ (loss) before tax and dep. 156,483 3,368,183

Provision for depreciation 155,784 155,784

Provision for Differ Tax 2,517 11,487

Net Profit / (Loss) after tax for (1,59,000) (3,379,670) the year

Add : Balance B/F from previous (122,673,474) (119,293,804) year

Balance carried to next year 122,832,475 122,673,474

Earnings Per Share. 0.01 0.31

DIVIDEND:

Due to the business needs of funds in future the directors do not recommend payment of any dividend for the financial year.

UNPAID / UNCLAIMED DIVIDEND:

The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the provision of Section 205C of the Companies Act 1956.The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

SHARE CAPITAL STRUCTURE:

During the year under review there were no changes in the Authorized, Issued, Subscribed and Paid up Share Capital Structure of the Company.

BUY BACK OF EQUITY SHARES:

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report

YEAR UNDER REVIEW:

During the year under review the Company has earned total income of Rs. 547,339 /- (Previous Year of Rs. 180,436) from business. After deducting all administrative expenses and depreciation and necessary adjustments for taxation, etc. the company has incurred a net loss of Rs. (1,59,000) /- (Previous of Rs (3,379,670)/-).

DEMATERIALISATION OF SECURITIES:

Your Company''s Equity shares are admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has signed tripartite Agreement through Registrar and Share Transfer Agent M/s. Sharepro Service (India) Private Limited. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE593B01030.Total Share dematerialized up to 31st March 2014 were 8666308which constitute 80.24% of total capital. Your Directors request all the shareholders to dematerialize their shareholding in the company as early as possible.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE:

The Complete Report on Corporate Governance is given as ANNEXURE-A to this report.

MANAGEMENT''S DISCUSSION AND ANALYSIS

Management''s discussion and perceptions on existing business, future out look of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate para in Corporate Governance Report.

DEPOSITS

During the year under review your company has neither invited nor accepted any public deposit as defined under Section 58A of the Companies Act-1956.

DIRECTORS

Mr. Arvindkumar Prajapati Shall retire by rotation at the ensuing Annual General Meeting as per provisions of Law. He is eligible for reappointment and have offered himself for directorship of the company. Your directors recommend for their reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provision contained in Section 134(5) of the Companies Act 2013 (Corresponding Section 217(2AA) of the Companies Act, 1956), the Directors of your Company confirm:

A. That in the preparation of the annual accounts, as far as possible and except the Accounting Standards which are mentioned by the Auditors in their Report and the Notes to the Accounts separately, the applicable accounting standards has been followed and no material departure has been made from the same;

B. That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of the financial year and of the profit or loss of the Company for that period;

C. That they 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 for preventing and detecting fraud and other irregularities;

D. That they have prepared the annual accounts on a going concern basis.

E. The Directors, in the case of Listed Company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operative effectively.

F. 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.

DECLARATION AS TO INDEPENDENT DIRECTORS: (Pursuant to Provisions of section 149(6) OF the Companies Act 2013).

All the Independent Directors of the Company do hereby declare that:

(1) All the Independent Directors of the Company are neither Managing Director, nor a Whole Time Director nor a Manager or a Nominee Director.

(2) All the Independent Directors in the opinion of the Board, are persons of integrity and possesses relevant expertise and experience.

(3) Who are or were not a Promoter of the Company or its Holding or subsidiary or associate company.

(4) Who are or were not related to promoters or directors in the company, its holding, subsidiary or associate company.

(5) Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company or their promoters or directors, during the two immediately preceding financial years or during the current financial year.

(6) None of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary, or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakhs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year,

(7) Who neither himself, nor any of his relatives,

(a) Holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of three financial years immediately preceding the financial year in which ihe is proposed to be appointed.

(b) Is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial years in which he is proposed to be appointed of

(i) A firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; OR

(ii) Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent, or more of the gross turnover of such firm;

(iii) Holds together with his relatives two per cent, or more of the total voting power of the company; OR

(iv) Is a Chief Executive or director, by whatever name called, or any non-profit organization that receives twenty five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; OR

(v) Who possesses such other qualifications as may be prescribed.

STATUTORY AUDITORS

M/s Djnv & Co., Present Statutory Auditors of the company have given their letter of consent and confirmation under section 141(1) the Companies Act 2013 for reappointment as Statutory Auditors of the Company. The Board has now proposed to appoint the Statutory Auditors for a period of 3 years as per requirements of section 139 (1) of the Companies Act 2013 read with Companies (Audit and Auditors) Rules 2014. Necessary Resolution for their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.

INTERNAL AUDITORS

In order to make proper compliance with the provisions of Corporate Governance the Company had appointed M/s. Khandhar & Co., Chartered Accountants as Internal Auditors. They are regularly submitting their reports to the AUDIT COMMITTEE of the Company. They have agreed to be reappointed as the Internal Auditors for the next term.

AUDITORS OBSERVATION

Auditor observed that the Company has not deposited the Provident fund amounting to Rs 200750/- in the respective account for which it was clarified that the matter is under dispute under Provident fund Appellate Tribunal New Delhi, Which has remanded the case to APFC, Ahmedabad after the final satisfaction of the dispute it will be deposited. The CIT (Appeals) has charged penalty under Section 271(1)(c) for Asst. Year 2006-2007 of Rs 8,57,298/- There are no other observations made by the Auditors in their report. However notes to the Accounts itself are clear and self explanatory in the nature.

FORMATION OF AUDIT COMMITTEE IN COMPLIANCE TO SECTION 292 A OF THE COMPANIES ACT, 1956 AND CLAUSE 49 OF THE LISTING AGREEMENT ON CORPORATE GOVERNANCE:

In Compliance with the provisions of Section 292A of the Companies Act 1956 your company has formed an Audit Committee within the Organization consisting of 2 independent directors and one promoter director. An Internal Auditors have been appointed as Advisors in their professional capacity on this committee. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The Committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purposes. The detail of powers, responsibilities and system of functioning of this committee is given in report on Corporate Governance forming part of this report.

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of Rs.24,00,000/- annually in the Aggregate if employed for the year and in receipt of the Monthly remuneration of Rs. 2,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 being not applicable and hence not given in this report.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (1) (e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable to the company hence are not given herewith. There were no foreign Exchange earnings or outgo during the year.

MATERIAL CHANGES

Except the information given in this report, no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

APPRECIATION

Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible.

ON BEHALF OF THE BOARD OF DIRECTORS

Sd/-

KHYATI MULTIMEDIA ENETRTAINMENT LIMITED (KARTIK J. PATEL) CHAIRMAN AND MANAGING DIRECTOR

PLACE: AHMEDABAD DATE : 30th May, 2014

---

Mar 31, 2013

To, The Members Of KHYATI MULTIMEDIA ENTERTAINMENT LIMITED

Dear Shareholders,

The Directors have pleasure in presenting herewith the 19th Audited Annual report of your Company for the financial year ended on 31st March 2013.

FINANCIAL HIGHLIGHTS:

During the year under review the financial performance of the Company is as under:

(Amount in Rupees)

Particulars. For the Year For the Year Ended on Ended on 31/03/2013 31/03/2012

Gross Income 180,000 337,248

Total Expenses 3,548,619 858,443

Provision for Depreciation 155,784 155,781

Profit Before Tax 3,368,183 5,211,95

Adjustment of

tax Of Earlier years 31 335979

Net Profit / (Loss) for the Year 3,379,670 8,79,148

Deferred Tax Assets 11,456 21,974

(Previous year liabilities)

Previous year Balance B/f. 119,293,804 118,414,656

Total Loss Transferred to Balance Sheet. 87,713,475 84,333,804





DIVIDEND

As your company has incurred a net loss during the year under review and due to making provision for deferred tax liability the accumulated losses does not permit your directors to declare any amount as dividend to be paid.

UNPAID/UNCLAIMED DIVIDEND

The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the provision of Section 205C of the Companies Act, 1956. The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

SHARE CAPITAL STRUCTURE

There was no change in Authorized Capital, Issued Capital, Subscribed and Paid?up Capital of the Company during the year.

BUY BACK OF EQUITY SHARES

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report.

YEAR UNDER REVIEW

However it has earned a Total income of Rs.180,436 (Previous year it was Rs 337,248/?). After all Administrative Expenditure and Depreciation of Rs 3,548,619 (Previous year Rs. 858,443/?) the company has suffered a gross operational loss of Rs. 3,368,183 /? (Previous year gross loss of Rs. 521,195?). After making necessary adjustments for Deffered Tax, Fring Benefit Your Company had a Net loss for the year transferred to balance sheet is Rs.3,379,670 /? (Previous year loss of Rs. 879,148/?).

SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES

The company has reached the stage of loss of pick net worth by more than 50%. It is a sick company as per audited balance sheet for the current year. The company has sold its entire real estate i.e. fixed assets, with the consent of its bankers, financial institutions in order to liquidate their dues which are cleared with their consent during the year. The company has Accumulated losses at the end of the financial year, however the Company do not have any statutory liabilities and banking liabilities to secured creditors hence Company is not able to approach BIFR.

FUTURE BUSINESS PLANS

During the year Company is planning to find Business Opportunities to enable it to carry on the business of real estate developers. For the purpose company has acquired, land blocks in the city of Ahmedabad for development of multiplex theatre and shopping complex.

DEMATERIALISATION OF SECURITIES

Your Company''s equity shares are already admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has already signed tripartite Agreement through Registrar and Share Transfer Agent M/s. Sharepro Services. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 593B01014. The total shares dematerialised upto 31/03/2013 are 8,666,558. The share holders who have not demated are requested to demat their shares immediately.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE

The Complete Report on Corporate Governance is given separately after this report.

MANAGEMENT''S DISCUSSION AND ANALYSIS

Management''s discussion and perceptions on existing business, future out look of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate Para in Corporate Governance Report in Annexure?A forming part of this report and also report on Corporate Governance.

DEPOSITS

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under Section 58A of the Companies Act? 1956. The Deposits were accepted from the Directors are exempt as per the provisions of Section 58A of the Companies Act 1956.

DIRECTORS

During the year under review Shri Kartik Patel and Shri Prafulchandra Agarwal retires by rotation at the ensuing Annual General Meeting as provisions of Law. They are eligible for reappointment as director and has offered themselves for directorship of the company. Hence, your directors recommend reappointing them by passing resolutions.

DIRECTORS'' RESPONSIBLITY STATEMENT

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

(A) That in the preparation of the annual accounts, as far as possible and except the to extent if any accounting standards mentioned by the auditors in their report as not complied with the applicable accounting standards has been followed and no material departure has been made from the same;

(B) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the company at the end of the financial year and of the profit or loss of the company for that period;

(C) That they 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 for preventing and detecting fraud and other irregularities;

(D) That they have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS

M/s. D J N V & Co., present Statutory Auditors of the company have given their letter of consent and confirmation under section 224(1B) the Companies Act 1956 for reappointment as Statutory Auditors of the Company. Necessary Resolution making their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.

INTERNAL AUDITORS

In order to make proper compliance with the provisions of Corporate Governance the company has established in house internal Audit Department which is functioning under the close supervision and direction of the Audit Committee and also taking expert guidance/ advise of the Internal Auditors M/s. Khandhar And Co., Chartered Accountants from to time to time.

AUDITORS OBSERVATION

Auditor observed that the Company has not deposited the Provident fund amounting to Rs 200750/? in the respective account for which it was clarified that the matter is under dispute under Provident fund Appellate Tribunal New Delhi, Which has remanded the case to APFC, Ahmedabad after the final satisfaction of the dispute it will be deposited. The CIT (Appeals) has charged penalty under Section 271(1)(c) for Asst. Year 2006? 2007 of Rs 8,57,298/? There are no other observations made by the Auditors in their report. However notes to the Accounts itself are clarifactory and self explanatory in the nature.

FORMATION OF AUDIT COMMITTEE

In compliance to the Provisions of Section 292A of the Companies Act 1956 and clause 49 of the Listing Agreement on Corporate Governance in part, your directors have already formed an Audit Committee within the organization consisting of 3 independent directors, an advisor (Chartered Accountants) to internal audit Department and Practicing Company Secretary as advisors to the company. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purpose.

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of Rs.24,00,000/? in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs. 2,00,000/? in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 being not applicable are not given in this report.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (1)(e) of the Companies Act?1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo, as the company was totally non operational for its main business activities of water park resort and multimedia operations, the same data are not applicable to the company for the current year hence are not given herewith

MATERIAL CHANGES

Except the information given in this report there are no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

APPRECIATION

Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and Clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible.

DATE :10TH JULY, 2013 On Behalf of the Board of Directors

PLACE: Ahmedabad. Of Khyati Multimedia Entertainment Limited

Sd/-

(Kartik J. Patel)

Chairman And Managing Director

---

Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting herewith the Seventeenth Audited Annual report of your Company for the financial year ended on 31st March 2011.

FINANCIAL HIGHLIGHTS:

During the year under review the financial performance of the Company is as under:

(Amount in Rupees)

Particulars. For the Year For the Year Ended on Ended on 31/03/2011 31/03/2010

Gross Income 8,12,455 9,28,190

Total Expenses 33,29,359 15,56,240

Profit /(Loss) Before Depreciation & Tax (25,16,904) (6,28,050)

Provision for Depreciation 3,74,400 3,27,135

Profit/(Loss) Before Tax (28,91,304) (9,55,185)

Provision for Tax 0 0

Adjustment of I. tax Of Earlier years 500 1,52,537

Provision for FBT 0 0

Deferred Tax Liabilities Current year. 17,073 -99,095 Previous Year Deffered Tax Assets 2,04,028 0 Reversed)

Net Loss for the Year. (31,12,905) (10,08,628)

Previous year Balance B/f. (11,53,01,751) (11,42,93,124)

Total Loss Transferred to

Balance Sheet. (11,84,14,656) (11,53,01,751)

DIVIDEND

As your company has incurred a net loss during the year under review and due to making provision for deferred tax liability the accumulated losses does not permit your directors to declare any amount as dividend to be paid.

UNPAID/UNCLAIMED DIVIDEND

The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the provision of Section 205C of the Companies Act, 1956. The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

SHARE CAPITAL STRUCTURE

There was no change in Authorized Capital, Issued Capital, Subscribed and Paid-up Capital of the Company during the year.

BUY BACK OF EQUITY SHARES

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report.

YEAR UNDER REVIEW

During the year under review your company has earned a total income of Rs. 8,12,455/- (Previous year of total income of Rs.9,28,190/-) After providing for all Administrative Expenditure and making provision for Depreciation total amounting to Rs. 37,03,759/- (Previous year of Rs 18,83,375/-) the company has suffered a gross operational loss of Rs. 28,91,304/- (Previous year Gross Operational loss of Rs. 9,55,185/- ). After making necessary adjustments for provision of Deffered Tax, Reversal of Deferred Tax Assets of previous years and other adjustments of prior period adjustments your Company has suffered a Net Loss of Rs. 31,12,905/- (Previous year suffered a Net Loss of Rs.10,08,628 /- ). The total accumulated loss for the company as shown in the Balance sheet is Rs. 11,84,14,656/-(Previous year total accumulated loss as shown in the Balance sheet was of Rs 11,53,01,751/-).

SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES

The company has reached the stage of loss of pick net worth by more than 50%. It is a sick company as per audited balance sheet for the current year. The company has sold its entire real estate i.e. fixed assets, with the consent of its bankers, financial institutions in order to liquidate their dues which are cleared with their consent during the year. The company has Accumulated losses at the end of the financial year.

FUTURE BUSINESS PLANS

During the year Company is planning to find Business Opportunities to enable it to carry on the business of real estate developers. For the purpose company has acquired, land blocks in the city of Ahmedabad for development of multiplex theatre and shopping complex.

INSPECTION UNDER SECTION 209

During the year there was inspection carried out by the Deputy Director (Inspection) from the office of the Regional Director of Ministry of Corporate Affairs under section 209 of the Companies Act, 1956. Inspecting officer had observed some violations of the Act. The Alleged offences/violations are compoundable in nature under companies Act. The Company and its Directors/ officers in default had made application for Compounding to Company Law Board/Regional Director. All the applications are now approved and the Company and all directors/ officers in default have paid the compounding fees as per orders of Regional Directors/ Company Law board. Now all the violations stand compounded/ made good.

DEMATERIALISATION OF SECURITIES

Your Company's equity shares are already admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has already signed tripartite Agreement through Registrar and Share Transfer Agent M/s. Sharepro Services. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 593B01014. The total shares dematerialised upto 30/06/2011 are 86,65,658. The share holders who have not demated are requested to demat their shares immediately.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE

The Complete Report on Corporate Governance is given separately after this report.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Management's discussion and perceptions on existing business, future out look of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate Para in Corporate Governance Report in Annexure-A forming part of this report and also report on Corporate Governance.

DEPOSITS

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under Section 58A of the Companies Act-1956. The Deposits were accepted from the Directors are exempt as per the provisions of Section 58A of the Companies Act 1956.

DIRECTORS

During the year under review Shri Kiritbhai C. Patel and Shri Praful Agrawal shall retire by rotation at the ensuing Annual General Meeting as provisions of Law. They are eligible for reappointment as director and has offered themselves for directorship of the company. Hence, your directors recommend reappointing them by passing resolutions.

DIRECTORS' RESPONSIBLITY STATEMENT

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

(A) That in the preparation of the annual accounts, the applicable accounting standards has been followed and no material departure has been made from the same;

(B) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the company at the end of the financial year and of the profit or loss of the company for that period;

(C) That they 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 for preventing and detecting fraud and other irregularities;

(D) That they have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS

M/s. D J N V & Co., present Statutory Auditors of the company have given their letter of consent and confirmation under section 224(1B) the Companies Act 1956 for reappointment as Statutory Auditors of the Company. Necessary Resolution making their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.

INTERNAL AUDITORS

In order to make proper compliance with the provisions of Corporate Governance the company has established in house internal Audit Department which is functioning under the close supervision and direction of the Audit Committee and also taking expert guidance/ advise of the Internal Auditors M/s. Khandhar And Co., Chartered Accountants from to time to time.

AUDITORS OBSERVATION

Auditor observed that the Company has not deposited the Provident fund amounting to Rs 200750/- in the respective account for which it was clarified that the matter is under dispute and after the final satisfaction of the dispute it will be deposited. There are no other observations made by the Auditors in their report. However notes to the Accounts itself are clarificatory and self explanatory in the nature.

FORMATION OF AUDIT COMMITTEE

In compliance to the Provisions of Section 292A of the Companies Act 1956 and clause 49 of the Listing Agreement on Corporate Governance in part, your directors have already formed an Audit Committee within the organization consisting of 3 independent directors, an advisor (Chartered Accountants) to internal audit Department and Practicing Company Secretary as advisors to the company. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purpose.

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of Rs.24,00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs. 2,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 being not applicable are not given in this report.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (1)(e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo, as the company was totally non operational for its main business activities of water park resort and multimedia operations, the same data are not applicable to the company for the current year hence are not given herewith.

MATERIAL CHANGES

Except the information given in this report there are no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

APPRECIATION

Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and Clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible.

DATE : 2nd September, 2011 On Behalf of the Board of Directors

PLACE: Ahmedabad. Of Khyati Multimedia Entertainment Limited Sd/- (Kartik J. Patel) Chairman And Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting herewith the Fifteenth Audited Annual report of your Company for the financial year ended on 31st March 2010.

FINANCIAL HIGHLIGHTS;

During the year under review the financial performance of the Company is as under:

(Amount in Rupees)

Particulars. For the Year For the Year Ended on Ended on 31/03/2010 31/03/2009

Gross Income 9,28,190 31,48,710

Total Expenses 15,56,240 22,06,740

Profit /(Loss) Before Depreciation & Tax (6,28,050) 9,41,970

Provision for Depreciation 3,27,135 3,26,991

Profit Before Tax (9,55,185) (1,23,521)

Provision for Tax 0 0

Adjustment of I. tax Of Earlier years 1,52,537 0

Provision for FBT00

Net Profit / (Loss] for the Year (11,07,722) (1,23,521)

Deferred Tax Assets 99,095 1,16,055

(Previous year liabilities)

Net Loss for the Year. (10,08,628) (7,466)

Previous year Balance B/f. (7,466) 1,16,055

Total Loss Transferred to Balance Sheet. (10,08,628) (7,466)

DIVIDEND

As your company has incurred a net loss during the year under review and due to making provision for deferred tax liability the accumulated losses does not permit your directors to declare any amount as dividend to be paid.

UPAID/UNCLAIMED DIVIDEND

The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the InvesfoTslfducation and Protection funds as per the provision of Section 205C of the Companies Act, 1956. The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

SHARE CAPITAL STRUCTURE

There was no change in Authorized Capital, Issued Capital, Subscribed and Paid-up Capital of the Company during the year.

BUY BACK OF EQUITY SHARES

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report.

YEAR UNDER REVIEW

However it has earned a Total income of Rs.9,28,190 (Previous year it was Rs 31,48,710/-)- After all Administrative Expenditure and Depreciation of Rs 18,83,375 (Previous year Rs. 25,33,731/-) the company has suffered a gross operational loss of Rs. 11,07,722 /- (Previous year gross loss of Rs. 1,23,521/-). After making necessary adjustments for Deffered Tax, Fring Benefit Your Company had a Net loss for the year transferred to balance sheet is Rs.10,08,628 /- (Previous year loss of Rs. 7466/-).

SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES

The company has reached the stage of loss of pick net worth by more than 50%. It is* a sick company as per audited balance sheet for the current year. The company has sold its entire real estate i.e. fixed assets, with the consent of its bankers, financial institutions in order to liquidate their dues which are cleared with their consent during the year. The company has Accumulated losses at the end of the financial year.

FUTURE BUSINESS PLANS

During the year Company is planning to find Business Opportunities to enable it to carry on the business of real estate developers. For the purpose company has acquired, land blocks in the city of Ahmedabad for development of multiplex theatre and shopping complex.

INSPECTION UNDER SECTION 209

During the year there was inspection carried out by the Deputy Director (Inspection) from the office of the Regional Director of Ministry of Corporate Affairs under section 209 of the Companies Act, 1956. Inspecting officer had observed some violations of the Act. The Alleged offences/violations are compoundable in nature under companies Act. The Company and its Directors/ officers in default had made application for Compounding to Company Law Board/Regional Director. All the applications are now approved and the Company and all directors/ officers in default have paid the compounding fees as per orders of Regional Directors/ Company Law board. Now all the violations stand compounded/ made good.

DEMATERIALISATION OF SECURITIES

Your Companys equity shares are already admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has already signed tripartite Agreement through Registrar and Share Transfer Agent M/s. Sharepro Services. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 593B01014. The total shares dematerialised upto 30/06/2010 are 86, 62,558. The share holders who have not demated are requested to demat their shares immediately.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE

The Complete Report on Corporate Governance is given separately after this report.

MANAGEMENTS DISCUSSION AND ANALYSIS

Managements discussion and perceptions on existing business, future out look of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate Para in Corporate Governance Report in Annexure-A forming part of this report and also report on Corporate Governance.

DEPOSITS

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under Section 58A of the Companies Act- 1956. The Deposits were accepted from the Directors are exempt as per the provisions of Section 58A of the Companies Act 1956.

DIRECTORS

During the year under review Shri Rao Kamalkant and Shri Arvindkumar Prajapati shall retire by rotation at the ensuing Annual General Meeting as provisions of Law. They are eligible for reappointment as director and has offered themselves for directorship of the company. Hence, your directors recommend reappointing them by passing resolutions.

DIRECTORS RESPONSIBILITY STATEMENT

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

(A) That in the preparation of the annual accounts, the applicable accounting standards has been followed and no material departure has been made from the same;

(B) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the company at the end of the financial year and of the profit or loss of the company for that period;

(C) That they 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 for preventing and detecting fraud and other irregularities;

(D) That they have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS

M/s. D J N V & Co., present Statutory Auditors of the company have given their letter of consent and confirmation under section 224(1B) the Companies Act 1956 for reappointment as Statutory Auditors of the Company. Necessary Resolution making their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.

INTERNAL AUDITORS

In order to make proper €Â©rap]iance with the provisions of Corporate Governance the company has established in house internal Audit Department which is functioning under the close supervision and direction of the Audit Committee and also taking expert guidance/ advise of the Internal Auditors M/s. Khandhar And Co., Chartered Accountants from to time to time.

AUDITORS OBSERVATION

Auditor observed that the Company has not deposited the Provident fund amounting to Rs 200750/- in the respective account for which it was clarified that the matter is under dispute and after the final satisfaction of the dispute it will be deposited. There are no other observations made by the Auditors in their report. However notes to the Accounts itself are clarificatory and self explanatory in the nature.

FORMATION OF AUDIT COMMITTEE

In compliance to the Provisions of Section 292A of the Companies Act 1956 and clause 49 of the Listing Agreement on Corporate Governance in part, your directors have already formed an Audit Committee within the organization consisting of 3 independent directors, an advisor (Chartered Accountants) to internal audit Department and Practicing Company Secretary as advisors to the company. The area of operations and functional responsibilities assigned to~EKe~committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purpose.

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of Rs.24, 00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs. 2,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 being not applicable are not given in this report.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (l)Ce) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo, as the company was totally non operational for its main business activities of water park resort and multimedia operations, the same data are not applicable to the company for the current year hence are not given herewith.

MATERIAL CHANGES

Except the information given in this report there are no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

APPRECIATION

Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and Clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible.

DATE : 25th August, 2010 On Behalf of the Board of Directors

PLACE: Ahmedabad. Of Khyati Multimedia Entertainment Limited

Sd/-

(KartikJ.Patel)

Chairman And Managing Director

---

Mar 31, 2009

The Directors have pleasure in presenting herewith the Fifteenth Audited Annual report of your Company for the financial year ended on 31st March 2009.

FINANCIAL HIGHLIGHTS:

During the year under review the financial performance of the Company is as under:

(Amount in Rupees)

Particulars. For the Year For the Year Ended on Ended on 31/03/2009 31/03/2008

Gross Income 31,48,710 71,16,756

Total Expenses 22,06,740 6,40,85,846

Profit/(Loss) Before Depreciation & Tax 9,41,970 (5,69,69,090

Provision for Depreciation 3,26,991 1668098

Profit Before Tax (1,23,521) (5,86,37,188

Provision for Tax 0 NIL

Excess Income Tax Provision P.Y 0 NIL

Provision for FBT 0 NIL

Net Profit /(Loss) for the Year (1,23,521) (5,86,37,188

Deferred Tax Assets 1,16,055 5,66,977

(Previous year liabilities)

Net Loss for the Year. (1,23,521) (5,86,37,188

Previous year Balance B/f. 1,16,055 5,66,977

Total Loss Transferred to Balance Sheet. (7,466) (5,80,70,211

DIVIDEND

As your company has incurred a net loss during the year under review and due to making provision for deferred tax liability the accumulated losses does not permit your directors to declare any amount as dividend to be paid.

UNPAID/UNCLAIMED DIVIDEND

The Company does not have any outstanding unpaid/unclaimed dividend which is required to be transferred to the Investors Education and Protection funds as per the provision of Section 205C of the Companies Act, 1956. The Company does not have any outstanding liability on account of Interest and Principal on Deposits, Debentures or Share Application Money.

SHARE CAPITAL STRUCTURE

In the last Annual General Meeting, Shareholders had approved consolidation of shares of Rs. 1 each face/paid-up value into 1 equity share of Rs. 10/- each. Accordingly number of shares has reduced by 1/10th. However, there was no change in total value of Issued, Subscribed and Paid up Share Capital Structure of the Company.

BUY BACK OF EQUITY SHARES

The Company had not made any Buy Back of its paid up equity shares during the year in terms of section 77A, 77AA and 77B of the Companies Act 1956. Hence no specific disclosure is required to be made in this report.

YEAR UNDER REVIEW

During the current year also the activities for residential resort was affected due to closure of Highway Restaurant and closure of Water Park facilities. These two units were not running at break-even point and hence the resort could not run these two units. During the year under review company has not achieved any sales from the multimedia division. However it has earned a Total income of Rs. 31,48,710/- (Previous year it was Rs 71,16,756/-). After all Administrative Expenditure and Depreciation of Rs 25,33,731 (Previous year Rs. 6,57,53,944/-) the company has suffered a gross operational loss of Rs. 1,23,521 /- (Previous year gross loss of Rs. 5,86,37,188/-). After making necessary adjustments for Deffered Tax, Fring Benefit Your Company had a Net loss for the year transferred to balance sheet is Rs.7,466 /- (Previous year loss of Rs. 5,80,70,211/-).

SETTLEMENT/ LIQUIDATION OF FINANCIAL LIABILITIES

The company has reached the stage of loss of pick net worth by more than 50%. It is a sick company as per audited balance sheet for the current year. The company has sold its entire real estate i.e. fixed assets, with the consent of its bankers, financial institutions in order to liquidate their dues which are cleared with their consent during the year. Due to sale of assets, the companys accumulated losses during the year have reached at Rs. 11, 42, 93,124.

FUTURE BUSINESS PLANS

During the year company has altered its main object clause so as to enable it to carry on the business of real estate developers. For the purpose company has acquired, land blocks in the city of Ahmedabad for development of multiplex theatre and shopping complex.

INSPECTION UNDER SECTION 209

During the year there was inspection carried out by the Deputy Director (Inspection) from the office of the Regional Director of Ministry of Corporate Affairs under section 209 of the Companies Act, 1956. Inspecting officer had observed some violations of the Act. The Alleged offences/violations are compoundable in nature under companies Act. The Company and its Directors/ officers in default have made application For Compounding to Company Law Board/Regional Director.

DEMATERIALISATION OF SECURITIES

Your Companys equity shares are already admitted in the System of Dematerialization by both the Depositories namely NSDL and CDSL. The Company has already signed tripartite Agreement through Registrar and Share Transfer Agent M/s. Sharepro Services. The Investors are advised to take advantage of timely dematerialization of their securities. The ISIN allotted to your Company is INE 593B01014. The total shares dematerialised upto 30/06/2009 are 86, 62,558. The share holders who have not demated are requested to demat their shares immediately.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE

The Complete Report on Corporate Governance is given separately after this report.

MANAGEMENTS DISCUSSION AND ANALYSIS

Managements discussion and perceptions on existing business, future out look of the industry, future expansion and diversification plans of the Company and future course of action for the development of the Company are fully explained in a separate Para in Corporate Governance Report in Annexure-A forming part of this report and also report on Corporate Governance.

DEPOSITS

During the year under review your company has neither invited nor accepted any public deposit or deposits from the public as defined under Section 58A of the Companies Act-1956. The Deposits were accepted from the Directors are exempt as per the provisions of Section 58A of the Companies Act 1956.

DIRECTORS

During the year under review Shri Kiritbhai Patel, Shri Jasubhai Patel and Shri Kartikbhai Patel shall retire by rotation at the ensuing Annual General Meeting as provisions of Law. They are eligible for reappointment as director and has offered themselves for directorship of the company. Hence, your directors recommend reappointing them by passing resolutions. In addition to this during the year Mrs. Jignaben Patel has resigned from the board and Mr. Rao Kamalkant & Mr. Arvind Prajapati are appointed as Additional Directors.

DIRECTORS RESPONSIBLITY STATEMENT

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

(A) That in the preparation of the annual accounts, the applicable accounting standards has been followed and no material departure has been made from the same;

(B) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the company at the end of the financial year and of the profit or loss of the company for that period;

(C) That they 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 for preventing and detecting fraud and other irregularities;

(D) That they have prepared the annual accounts on a going concern basis. STATUTORY AUDITORS

M/s. Khandhar & Parikh., present Statutory Auditors of the company have given their letter of consent and confirmation under section 224(1B) the Companies Act 1956 for reappointment as Statutory Auditors of the Company. Necessary Resolution making their appointment as the Statutory Auditors and fixing their remuneration is proposed to be passed at the Annual General Meeting.

INTERNAL AUDITORS

In order to make proper compliance with the provisions of Corporate Governance the company has established in house internal Audit Department which is functioning under the close supervision and direction of the Audit Committee and also taking expert guidance/ advise of the statutory Auditors M/s. Khandhar And Parikh, Chartered Accountants from to time to time.

AUDITORS OBSERVATION

Auditor observed that the Company has not deposited the Provident fund amounting to Rs 200750/- in the respective account for which it was clarified that the matter is under dispute and after the final satisfaction of the dispute it was be deposited. There are no other observations made by the Auditors in their report. However notes to the Accounts itself are clarificatory and self explanatory in the nature.

FORMATION OF AUDIT COMMITTEE

In compliance to the Provisions of Section 292A of the Companies Act 1956 and clause 49 of the Listing Agreement on Corporate Governance in part, your directors have already formed an Audit Committee within the organization consisting of 3 independent directors, an advisor (Chartered Accountants) to internal audit Department and Practicing Company Secretary as advisors to the company. The area of operations and functional responsibilities assigned to the committee are as per the guidelines provided in Clause 49 of the Listing Agreement for implementation of code of corporate governance. The committee meets at least once in a quarter and gives its report of each meeting to the Board for its approval, record and information purpose.

EMPLOYEES

There are no employees of the company who were in receipt of the remuneration of Rs.24, 00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of Rs. 2,00,000/- in the aggregate if employed for a part of the year under review. Hence the information required under Section 217 (2A) of the Companies Act, 1956 being not applicable are not given in this report.

STATUTORY INFORMATION

The Information required to be disclosed in the report of the Board of Directors as per the provisions of Section 217 (l)(e) of the Companies Act-1956 and the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 regarding the conservation of energy, technology absorption, foreign exchange earnings and outgo, as the company was totally non operational for its main business activities of water park resort and multimedia operations, the same data are not applicable to the company for the current year hence are not given herewith.

MATERIAL CHANGES

Except the information given in this report there are no material changes have taken place after completion of the financial year up to the date of this report which may have substantial effect on business and finances of the company.

APPRECIATION

Your Directors take this opportunity to acknowledge the trust reposed in your company by its Shareholders, Bankers and Clients. Your Directors also keenly appreciate the dedication & commitment of all our employees, without which the continuing progress of the company would not have been possible.

DATE : 25th August, 2009 On Behalf of the Board of Directors

PLACE: Ahmedabad. Of Khyati Multimedia Entertainment Limited

Sd/- (Kartik J. Patel) Chairman And Managing Director