Directors Report of Padmalaya Telefilms Ltd.

Mar 31, 2024

Your directors have pleasure in presenting the 33^rd Annual Report on the business of your company
and the Audited Financial Statements for the year ended on 31^st March 2024 thereof. The Business
and operations of the company over the last fiscal year are briefly encapsulated in this Annual Report.

Financial Results

Financial performance of the Company is elaborated in the Financial Statements annexed to this
Annual Report.

Business Performance Review

During the year under review, the performance of the company is not as per the business standards
set-up by the management due to various external, marketing & industry factors have affected the
business. The Board and its Management has made the postmortem analysis on the performance and
the Board of Directors assures you better performance in the years to come.

Outlook for the current year

Your Company is not as per the expectations in spite of continuous efforts to strengthen its stand in
the market.

Dividend

The Board could not recommend dividend during the year under review in absence of profits.
BUSINESS RISK MANAGEMENT

The Company, like any other enterprise, is exposed to business risk which can be internal risks as well
as external risks. The threats to the industry in which the company operates are:

Piracy: Piracy of the produced content, under the purview of intellectual property rights, can
adversely affect revenues and profitability.

Mitigation: Industry members have set up an Antipiracy Society (AACT) to fight the menace.

DEPOSITS

The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and
accordingly, the disclosure requirements stipulated under the said Chapter are not applicable.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the company has not given any loans, Guarantees and Investments
covered under the provisions of Section 186 of the Companies Act, 2013

CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014, except the remuneration to managerial personnel, there are no related party
transactions to be disclosed.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith
elsewhere in the Annual Report.

DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES

As on 31^st March 2024, there were no Equity Shares of Shareholders were lying in the Escrow Account
due to non-availability of the correct particulars.

CORPORATE GOVERNANCE

Your Company is compliant with the Corporate Governance requirements as per the Provisions of
SEBI (Listing Obligations and Disclosures Requirements) Regulations upto a certain extent. A separate
section on Corporate Governance together with a certificate from the Statutory Auditor''s confirming
compliance is set out in the Annexure forming part of this report.

MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT

A Management Discussion and Analysis Report, has been attached and forms part of the Annual
Report.

ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT, 2013

(a) Conservation of Energy:

(i) details of steps taken by the company for utilising alternate sources of energy, and

(ii) the capital investment on energy conservation equipment''s, are - The company is not
engaged in manufacturing activities, and as such the particulars relating to conservation of
energy is not applicable. The company makes every effort to conserve energy as far as
possible in its editing facilities, Production Floors, Office etc.

(b) Technology Absorption, adaptation and innovation:-

(i) The company is not engaged in manufacturing activities, and as such the particulars relating
to Research, Development and technology absorption are not applicable.

(ii) Research and Development (R & D): No research and Development has been carried out.

(c) Foreign exchange earnings: Nil

(d) Foreign exchange out go: Nil

PARTICULARS OF EMPLOYEES

The Directors are to report that none of the employee was in receipt of remuneration exceeding the
limit prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014 .

AUDIT COMMITTEE:

Pursuant to the provisions of section 177 of the Companies Act, 2013 the company''s Board
constituted the Audit Committee with the following directors.

> Sri Datla Venkata Narasimha Raju, Independent Director as Chairman.

> Sri Bharadwaja Thammareddy, Non-Executive - Independent Director

> Smt. Uma Devi Narravula, Non-Executive Independent Director.

STATUTORY AUDITORS

At the 31^st Annual General Meeting held on 30^th September, 2022, M/s. P Murali & Co., Chartered
Accountants (FRN: 007257S), Hyderabad were appointed as Statutory Auditors of the Company, to
hold office for a period of five consecutive years commencing from the financial year 2022-23. In this
regard, the said Statutory Auditors has given the declaration that they meet the criteria to act as the
Statutory Auditor and they are not disqualified to continue as the Statutory Auditors of the Company.
It would be in accordance with the provisions of section 141 of the Companies Act, 2013.

BOARD AND COMMITTEES PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board
has carried out an annual performance, the directors individually as well as the evaluation of the
working of its Audit and Nomination & Remuneration Committees.

NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARD
MEETINGS:

The Board met during the financial year 2023-24 as follows & the dates on which the above-Board
meetings were held are as follows:

30^th May 2023, 14^th August 2023, 5^th September 2023, 14^th November 2023, and 14^th February 2024.
DIRECTORS AND INDEPENDENT DIRECTORS

In accordance with the provisions of the Act and Articles of Association of the Company, the Board is
duly constituted. During the financial year under review, Sri. G.V. Narasimha Rao (DIN: 01763565)
Director retired by rotation and being eligible were reappointed.

Mrs. Uma Devi Narravula was appointed by the Board of Directors as an Additional Director of the Company
w.e.f 14th August 2019 and she was regularized as Director as well as Independent Director in the Annual
General Meeting held on 30^th September 2019 for a period of five years.

Board of Directors in its meeting held on 14^th August 2024, has considered and approved her re-appointment
for the second term as Independent Director, which needs to be ratified by the shareholders of the Company in
this Annual General Meeting.

Dr. DVN Raju was originally appointed on 26th December 2005, and as required under the Companies Act,
2013, earlier appointed as Independent Directors of the Company in the 23rd Annual General Meeting held on
30th September 2014, for a period of five years i.e. till 29th September 2019. Subsequently, he was re¬
appointed for the second time as Independent Director of the Company, term of which expires on 30^th
September 2024. As per the provisions of the Companies Act, 2013 with respect to appointment and tenure of
the Independent Director, the Independent Director shall be appointed for not more than two terms of five
years each and shall not be liable to retire by rotation at every AGM. Accordingly, the Independent Director will
serve for not more than two terms of five years each on the Board of the Company. In line with the
requirements of the Companies Act, 2013, it is therefore proposed to designate him as Non Executive Non¬
Independent Director on the Board of the Company, commencing from 30th September 2024. A brief profile of
proposed Independent Director, including nature of their expertise, is provided in this Annual Report.

All Independent Directors have given declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations 2015. The
Company has received declarations from the Independent Directors of the Company to the effect that
they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the
Companies Act, 2013 and are available for inspection at the registered office of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, with respect to
Director''s responsibilities Statement it is hereby confirmed:

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

b. That the directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year ended 31^st March,
2024 and of the profit and loss of the company for that period;

c. 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;

d. That the directors have prepared the annual accounts on a going concern basis.

e. that proper internal financial controls were in place and that the financial controls were
adequate and were operating effectively;

f. That systems to ensure compliance with the provisions of all applicable laws were in place
and were adequate and operating effectively.

POLICIES

Material Subsidiary

During the year ended March 31, 2024, the Company does not have any material listed/unlisted
subsidiary companies as defined in SEBI (LODR) Regulations. The policy on determining material
unlisted subsidiary of the Company is approved by the Board of Directors of the Company.

Vigil Mechanism

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, Pursuant to the
provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Blower Mechanism for
directors and employees to report genuine concerns has been established.

The Board of Directors of the company are committed to maintain the highest standard of honesty,
openness and accountability and recognize that employees have important role to play in achieving
the goal. As a public company the integrity of the financial matters of the Company and the accuracy
of financial information is paramount. The stakeholders of the Company and the financial markets
rely on this information to make decisions. For these reasons, the Company must maintain workplace
where it can retain and treat all complaints concerning questionable accounting practices, internal
accounting controls or auditing matters or concerning the reporting of fraudulent financial
information to our shareholders, the Government or the financial markets. The employees should be
able to raise these free of any discrimination, retaliation or harassment. Pursuant to the policy,
employees are encouraged to report questionable accounting practices to Dr. DVN Raju (DIN:
01887919), Chairman of Audit Committee through email or by correspondence through post.

Details of Subsidiaries, Associate Companies, and Joint Venture Companies, including in the
consolidated financial statements:

The Company do not have Subsidiaries, Associate Companies, and Joint Venture Companies. So, the
financials of the Company do not require to be prepared on consolidated basis.

Material changes and commitments affecting the financial position.

During the period under review, there is no event & Material change and commitments affecting the
financial position.

Company''s policy on director''s appointment & remuneration.

The Company has a policy on Directors'' appointment & Remuneration and the same will be
implemented whenever the appointments take place.

Particulars of loans, Guarantees or investments.

During the period under review, there were no loans / Guarantees / Investments taken/provided by
the Company.

Particulars of contract or arrangement with related party

During the period under review, there were no contracts or arrangement with related party except as
provided in the Auditor''s Report.

Annual evaluation of its own & Board committees'' performance.

The company has a policy on Board & Committees'' evolution & performance and the same is being
reviewed on quarterly basis.

Implementation of risk management policy.

The company has a policy on risk management and the same is implemented by the Company to
mitigate the risk in the business.

Policy on CSR initiatives

The Company need not have to make constitute a policy for CSR as the same is not applicable to the
Company.

Post Balance Sheet events

There are no material events after the 31^st March 2024 till the signing of this Annual Report, which
has significant impact on the business of the Company.

Disclosure about Cost Audit

The requirement of maintaining the cost Audit Records is not applicable to the Company

Disclosure about ESOP and Sweat Equity Share

There are no securities issued on ESOP basis / Sweat Equity.

Familiarisation programme for Independent Directors

Pursuant to the provisions of SEBI (LODR) Regulations, the Company has formulated a programme for
familiarising the Independent Directors with the company, their roles, rights, responsibilities in the
company, nature of the industry in which the company operates, business model of the company etc
through various initiatives.

Key Managerial Personnel

Sri. GV Narasimha Rao (DIN: 01763565) - Executive Director of the Company is the Chief Executive
Officer of the Company (CEO), Sri. MVRS Suryanarayana, Chief Financial Officer (CFO) & Compliance
officer of the Company, are the Key Managerial Personnel in accordance with the Section 203 of the
Companies Act, 2013.

Related Party Transaction

Policy on dealing with Related Party Transactions is approved by the Board. No related party
transactions were entered into during the financial year under review, except remuneration to
managerial personnel, there are no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons which
may have a potential conflict with the interest of the Company at large. The same was discussed by
the Audit Committee as also the Board. The policy on Related Party Transactions as approved by the
Board. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements.
Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing,
sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management
from time to time and desired actions are initiated to strengthen the control and effectiveness of the
System.

Depository System

Your Company''s equity shares are tradable compulsorily in electronic form and your Company has
connectivity with both the Depositories i.e., National Securities Depository Limited (NSDL) and
Central Depository Service (India) Limited (CDSL). As per the SEBI (Listing Obligations & Disclosure
Requirements) (Fourth Amendment) Regulations, 2018, vide Gazette notification dated 8^th June
8June, 2018 & 30^th November, 2018 mandated that Share transfer shall be mandatorily carried out in
dematerialized form only w.e.f. from 1st April 1, 2019. In view of the numerous advantages offered by
the Depository System, members are requested to avail the facility of Dematerialization of the
Company''s shares on either of the Depositories mentioned as aforesaid.

Corporate Governance Report

Your Company has taken adequate steps to adhere to all the stipulations laid down in 27 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulation, 2015. A report on the Corporate
Governance is included as a part of this report. Certificate from the Secretarial Auditors of the
company M/s. Puttaparthi Jagannatham & Co, Company Secretaries, Hyderabad, confirming the
compliance with the conditions of Corporate Governance as stipulated under above regulations is
included as Annexure-6.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report
in Form MR-3 is obtained by the company from M/s. Puttaparthi Jagannatham & Co, Company
Secretaries, Hyderabad, and forms part of this Annual report annexed as Annexure-I.

Explanation to the qualifications mentioned in the Secretarial Audit Report in Form MR-3 obtained
from M/s. Puttaparthi Jagannatham & Co, Company Secretaries, Hyderabad:

The Secretarial Auditors i.e., M/s. Puttaparthi Jagannatham & Co, Company Secretaries, Hyderabad,
has made qualifications in their Secretarial Audit Report, regarding the instances of non-filing/delay in
filing of compliances with the Stock Exchange during the financial year and others; The Company shall
be cautious in future in this regard, and shall adhere to the Compliance. The Company has set in place
the compliance adherence mechanism as on the date of this report and is reviewed quarterly to
achieve 100% compliance status.

Disclosures pursuant to the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014

The details of remuneration paid to the Managerial Personnel are as under -

1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are forms part of the Board''s Report.

2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company
forms part of the Board''s Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management and their remuneration. The
details pertaining to criteria for determining qualifications, positive attributes and independence of a
Director and remuneration policy have been provided in Section of the attached Corporate
Governance Report.

Significant and Material Orders Passed by the Regulators or Courts

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

Reply to the Qualifications / Reservation in the Audit Report / Secretarial Audit Report

Statutory Auditors of the Company, has made the following qualification / reservations on the
financial statements for the period ended on 31^st March 2024, and the reply of management is as
follows:

1. The Company has not paid the GST liability of Rs. 56.06/-(in lakhs) upto 31^st March 2024.
Management''s Response:

The GST liability as on 31^st Mach 2024, could not be paid due to the suspension of the
registration of the GST registration. The company made appeal and it is under active
consideration of the department for restoration of the same. On resolving of the issue, the
company will proceed to affect the payments.

2. The Company has not submitted the physical verification reports of inventory aggregating to
Rs. 13,13.14/-(in lakhs) as at 31^st March 2024, and we are unable to obtain sufficient
appropriate audit evidence regarding the physical existence and valuation of Inventory. In the
absence of alternative corroborative evidence, we are unable to comment on carrying value of
inventory and realizable value of the same.

Management''s Response:

The amount has been spent by the company over the past years and the company does not
have any inventory to be valued as on date as the inventory pertains to the production of films
in the past and it is not practically verifiable at this point of time due to practical difficulties
involved in the typical film production.

3. The Company has not submitted the confirmations of Trade Payables and Trade Receivables of
Rs. 36.00/- (in lakhs). In the absence of alternative corroborative evidence, we are unable to
comment on the extent to which such balances are payable ore receivable.

Management''s Response:

The company as per customary practice has issue letters to the trade creditors as well as to
the Trade debtors and no response has been received and as such the company is not able to
confirm the actual balances.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal
committee has been set up to redress the complaints received regarding sexual harassment at
workplace. All employees including trainees are covered under this policy.

PERSONNEL

The relationship between the management and the staff was very cordial throughout the year under
review. Your directors take this opportunity to record their appreciation for the cooperation and loyal
services rendered by the employees.

ACKNOWLEDGEMENTS

Your directors place on records their appreciation of the continuous assistance and co-operation
extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay
Stock Exchange Limited & National Stock Exchange of India Limited and all other regulatory
Authorities. The Directors also sincerely acknowledge the significant contributions made by all the
employees for their dedicated services to the Company.

By Order of the Board of Directors
For PADMALAYA TELEFILMS LIMITED

Sd/- Sd/-

G.V.Narasimaha Rao Datla Venkata Narasimha Raju

CEO & Executive Director Director

(DIN: 01763565) (DIN :01887919)

Sd/-

Place: Hyderabad MVRS Suryanarayana

Date: 2^nd September 2024 CFO & Compliance Officer

---

Mar 31, 2015

Dear Members,

Your Directors have pleasure to present the 24th Annual Report and the Audited Accounts for the financial year ended 31st March, 2015.

1. Financial Results (Rs.In Lakhs)

Particulars Year Ended Previous ended on 31st March 2015 31st March 2014

Sales 221.09 243.04

Gross Operating Profit before depreciation and exchange variation 37.67 51.67

Profit after depreciation butbefore 37.15 51.67 exchange variation

Profit after depreciation,exchange variation and before Exceptional Items (94.64) (149.26)

Profit after Exceptional items - -

Profit after Tax (61.50) (96.02)

Appropriations:

General Reserves - -

Proposed Dividend - -

Tax on dividend - -

Total (61.50) (96.02)

2. DIVIDEND

The Board could not recommend dividend during the year under review in absence of profits.

3. TRANSFERS TO RESERVES AND RETENTION IN THE PROFIT AND LOSS ACCOUNT ETC:

Due to inadequate profits, the Company has not transferred any amount to reserves.

4. FINANCE:

Cash and cash equivalents as at 31st March, 2015 was Rs. 43,032 The company continues to focus on judicious management of its working capital , receivables, inventories and other working capital parameters and they were kept under strict check through continuous monitoring.

5. COMPANY'S WORKING DURING THE CURRENT YEAR 2014-2015 AND THE FUTURE PROSPECTS ALONG WITH REASONS WHILE COMPARING WITH PREVIOUS YEAR RESULTS

During the year under review, the Company has reviewed all its business divisions and your company's performance is encouraging. Board of Directors assures you the same in the years to come.

Your Company has reviewed all its business divisions and, to strengthen its stand in the market, the company has been concentrating in activities like multimedia training, and Digitalisation of the theaters and Film Production tie ups with experts in the market.

6. CHANGE IN NATURE OF BUSINESS:

During the year the company has not changed its business.

7. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments that have bearing on the financial position of the Company.

8. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant and material orders by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future.

9. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Management continuously reviews the internal control systems and procedures for the efficient conduct of the company's business. The Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensure that all its assets are safeguard and protected against losses. The Internal Auditors of the company conducts the audit on regular basis and the Audit Committee periodically reviews internal audit reports and effectiveness of internal control systems.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any subsidiaries or Joint Venture or associate companies.

11. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.

Not Applicable

12. DEPOSITS

The company has not accepted deposits from the public covered under chapter Vof the Companies Act, 2013 and accordingly, the disclosure requirements stipulated under the said Chapter are not applicable.

13. AUDITORS AND OBSERVATIONS

M/s P Murali& co., Chartered Accountants, Independent Auditors of the Company were appointed in the last Annual General meeting for a period of three years till conclusion of Twenty sixth Annual General Meeting. The resolution relating to ratification of the appointment is placed before the members in the ensuing Annual general meeting.

14. SECRETARIAL AUDIT REPORT

Pursuant to provisions of section 204 of the Companies Act, 2013, the Company has appointed M/s.PuttaparthiJagannatham and Co., Company secretaries, a firm of company secretaries to undertake the secretarial audit of the Company. The Secretarial Audit Report obtained is annexed within as Annexure-1.

With reference to the observations made ,it is stated that because of the lower turnovers and profits, no company secretary and the woman Director have prefer to join the company and the company is however making use of PCS services and will appoint a women director and company secretary soon.

The website is under construction and policies will be placed on the website soon.

15. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return is attached as Annexure 2

16. SHARE CAPITAL

None of the following issues were taken up during the year and hence details thereof were not required to be furnished

A) Issue of shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

D) Provision of money by company for purchase of its own shares by employees or trustees for the benefit of employees

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy

The Company is not engaged in manufacturing activities, and as such the particulars relating to conservation of energy is not applicable. The Company makes every effort to conserve energy as far as possible in its editing facilities, Production Floors, Office etc.

(B) (i) Technology Absorption, adaptation and innovation:-

The company is not engaged in manufacturing activities, and as such the particulars relating to Research, Development and technology absorption are not applicable.

(ii) Research and Development (R & D): No research and Development has been carried out.

(C) Foreign exchange earnings and outgo: Details of foreign exchange earnings and outgo are as follows

a) Foreign Exchange Earnings : Nil

b) Foreign Exchange Outgo : Nil

18. CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

As the Company does not come under the criteria prescribed for the class of Companies to constitute a CSR committee, the Company has not constituted CSR committee during the year.

19. DIRECTORS

A) Changes in Directors and Key managerial personnel:

During the year under review, Mr. Bijay Kumar Khemka, Mr.V. Srihari and Dr. D V N Raju were appointed as Independent Directors of the Company, for a period of 5 years in the Annual General Meeting held on 30th September 2014.

During the period under review, Sri. V. Srihari, Director of the Company has resigned from the office as Director W.e.f. 29th Oct 2014.

There is no other change in Directors and Key Managerial Persons.

B) Declaration by the independent Directors of the company that that they meet the criteria of independence as provided in Sec 149(6) of the companies act.

All the independent Directors have given declarations that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Cl.49 of the Listing Agreement.

C ) Formal evaluation statement by the Board of its own performance, it's committees and individual Directors:

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has formulated a policy for evaluation of its Board . Board Committee, Director's and their performances and carried out an evaluation of them . The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

20. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Directors met for4 times during the year. A calendar of meetings is prepared and circulated in advance to all the Directors.

The dates on which the above Board meetings were held are as follows;

30th May 2014, 14th August 2014, 14th November 2014 and 14th February 2015.

Meeting of Independent Director took place on 14.02.2015

21. AUDIT COMMITTEE:

The Board of Directors of the Company constituted Audit Committee consisting of the following Directors, with the roles and responsibilities duly defined in accordance with the applicable statutory and other requirements. During the year, in all 4 meetings of the Committee took place.

Name of the Member Designation

Dr. D V N Raju Chairman

Shri S. Srinivasa Rao Member

Shri B[jay Kumar Khemka Member

The Board has accepted all the recommendations of the Audit Committee.

22. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company at present has the vigil mechanism to deal with the instances of fraud and mismanagement if any. The company ensures that strict confidentiality is maintained while dealing with the concerns and also that no discrimination is meted out to any person for a genuinely raised concern. It is taken care of by the audit committee of the company.

The Company has also formulated Whistle Blower Policy through which its Directors, Employees and Stake Holders can report their genuine concern about unethical behavior, actual or suspended fraud, or violation of the company's code of conduct or ethics Policy.

23. CODE OF CONDUCT:

The Board of Directors have approved a code of conduct which is applicable to the members of the Board and all employees in the course of day to day business operations of the Company. The company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the board has laid down the directives to counter such acts. The code laid down by the Board is known as "Code of Business Conduct." which forms an appendix to the code.

The code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board members and senior Management Personnel have confirmed compliance with the code. All management staff were given training in this regard.

25. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the Company has constituted a Nomination and Remuneration Committee consisting of the following Directors, with the role and responsibilities duly defined and in accordance with the applicable statutory and other requirements.

Name of the Member Designation

Shri Bijay Kumar Khemka Chairman

Dr. D V N Raju Member

Shri S. Srinivasa Rao Member

The Board has formulated a policy in consultation with the Nomination and Remuneration Committee for selection and appointment of Directors, Senior management and fixation of their remuneration keeping in view the requirements given in section 178 of the companies Act, 2013 and it also involves in the evaluation of' the Board and its remuneration policies.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, except the remuneration to managerial personnel, there is no related party transactions to be disclosed.

27. MANAGERIAL REMUNERATION:

Details of the ratio of the remuneration of each Director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2O14.

Remuneration to Directors: 2014-15 Rs.

(a) Whole-Time Directors

* Salary 11,40,000

* Perquisites 90,000

b) There is no information required pursuant to Section 197 readwith 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 asno employee of the Company is covered by these rules

c) No Director is in receipt of any commission from the company and the Managing Director Whole-time Director of the Company have not received any remuneration or commission from any other Company subject to its disclosure by the Company in the Board's Report.

28. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement, a Report on Corporate Governance, forming part of this Report, together with the Auditors' Certificate regarding the compliance of the conditions of Corporate Governance is annexed.

29. RISK MANAGEMENT AND INSURANCE

Your Company continuously monitors business and operational risk through business process, re-engineering and reviewing areas such as production, finance, legal and other issues. An exhaustive exercise is underway to bring a model regulating risk management mechanism. Your Company's assets are adequately insured against the risk from fire and earthquake

30. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating 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.

31. PAYMENT OF LISTING FEE

The company has paid Annual Listing Fees to the Bombay Stock Exchange and national Stock Exchange for the financial year 2015-2016.

32. DEPOSITORY SYSTEM

As the Members are aware, your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the Members are requested to avail the facility of Dematerialization of the Company's shares on NSDL & CDSL. The ISIN allotted to the Company's Equity shares is INE243B01016

The company is pursuing the share holders, including the promoters , holding the shares in physical form for dematerialization of their shares.

33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There are no loans, guarantees or investments made under section 186 of the Companies Act, 2013

34. MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as required under 49 of the listing agreement with stock exchange forms part of this reportis annexed.

35. Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy. No cases of such nature have been reported from any quarters..

36. BOARD EVALUATION

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

37. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

38. STATUTORY DISCLOSURES

In terms of the provisions of the Companies Act, 2013 and other applicable regulations read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. However, as per the provisions of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the continuous assistance and co-operation extended to your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange Limited & National Stock Exchange of India Limited and all other regulatory Authorities. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

for and on behalf of the Board Place : Hyderabad Sd/- Date : 14th August, 2015 (Bijay Kumar Khemka) Chairman

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report on the business of your company and the Audited Statements of Accounts for the year ended on 31st March 2014 thereof. The Business and operations of the company over the last fiscal year are briefly encapsulated below:

Financial Results (Rs.In Lakhs)

Particulars Year Ended Previous ended 31st March on 31st March 2014 2013

Turn Over 243.04 247.09

Profit / (Loss) Before Depreciation, Tax & Prior Period Adj. 51.67 105.51

Profit / (Loss) after Tax & Before Prior Period Adjustments (149.26) (98.38)

Profit / (Loss) after Tax & Prior Period Adjustments (96.02) (35.70)

Add: Profit/(Loss) brought Forward from last year (8,448.89) (8,413.19)

Profit/(Loss) Carried forward to Balance Sheet (8,544.91) (8,448.89)

Business Performance Review

During the year under review, the Company has reviewed all its business divisions and your company''s performance is encouraging. Board of Directors assures you the same in the years to come.

Outlook for the current year

Your Company has reviewed all its business divisions and, to strengthen its stand in the market, the company has been concentrating in activities like multimedia training, and Digitalisation of the theaters and Film Production tie ups with experts in the market.

Dividend

The Board could not recommend dividend during the year under review in absence of profits.

STATUTORY DISCLOSURES

ADDITIONAL INFORMATION REQUIRED UNDER SECTION 217(1) (E) OF THE COMPANIES ACT 1956 Conservation of Energy

The company is not engaged in manufacturing activities, and as such the particulars relating to conservation of energy is not applicable. The company makes every effort to conserve energy as far as possible in its editing facilities, Production Floors, Office etc.

Research and Development and Technology Absorption

The company is not engaged in manufacturing activities, and as such the particulars relating to Research, Development and technology absorption are not applicable.

Foreign Exchange Earnings and Outgoings.

1. Total Foreign Exchange earned Nil

2. Total Foreign Exchange utilized Nil

Particulars of Employee

There are no employees whose particulars are required to furnish under Section 217(2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules, 2011, are to be disclosed.

Public Deposits

Your company has not accepted any deposits from the public during the year under review and there are no outstanding deposits for the financial year under review.

DIRECTORS:

Sri S.Sreenivasa Rao non-independent director of the Company retries by rotation and being eligible, offers himself for re-appointment.

Sri. Bijay Kumar Khemka, Dr.D.V.N.Raju, and Sri VSrihari Independent Directors were appointed / re-appointed by the Members of the Company. The provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent Directors have come into effect. As per the said provisions, the Independent Directors shall be appointed for not more than two terms of five years each and shall not be liable to retire by rotation at every AGM.

AUDITORS

M/s.P Murali & Co., Chartered Accountants retires at the conclusion of the Annual General Meeting and being eligible for re-appointment as Statutory Auditors of the company. The Board recommends the appointment of M/s. P Murali & Co. Chartered Accountants, as Statutory Auditor for the period from the Conclusion of this Annual General Meeting to Next Annual General Meeting.

REPLY TO AUDITORS QUALIFICATIONS

The Board has furnished the following in respect of the qualification by the Auditors:

* Management is in the process of re-negotiating of OTS with the HDFC bank. A detailed note was given in the Notes to the accounts.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement executed with the stock exchanges the Company has complied with all the provisions of the corporate governance. The detailed note in this regard is provided in this annual report elsewhere. A certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance is attached to this report.

PROMOTERS

As per the understanding among the promoters of the company that their total share holding has transferred to M/s. Yamuna Enterprises Private Limited, who is the major stake holder and there are no other promoters except M/s. Yamuna Enterprises Private Limited.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT PERSUENT TO SECTION 217 (2AA) OF THE COMPANIES ACT:

We the Directors confirm.

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b. That we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period

c. That we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. That we have prepared the annual accounts on a Going concern basis.

HUMAN RESOURSE EMPLOYEE RELATIONS

The Board of Directors would like to place on record its deep appreciation to all the employees for their dedicated services to the company. Our organizational culture and work environment is central to our ability to complete effectively. The relationship with the employees continues to be cordial.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their thanks to various departments of Central and State Governments, financial institutions, Banks, the Suppliers, Customers and Shareholders of the Company for their continued assistance, support and guidance.

By Order of the Board of Directors

Place : Hyderabad (Bijay Kumar Khemka) Date : 14th August, 2014 Chairman

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Mar 31, 2013

To The Members

The Directors have pleasure in presenting the 22nd Annual Report on the business of your company and , the Audited Statements of Accounts for the year ended on 31st March, 2013 thereof. The Business and operations of the company over the last fiscal year are briefly encapsulated below:

Financial Results (Rs.ln Lakhs)

Particulars Year Ended on Previous Year ended 31st March 2013 on 31st March 2012

Turn Over 247.09 333.05

Profit / (Loss) Before Depreciation, Tax & Prior Period Adjustment 105.51 158.75

Profit / (Loss) after Tax & Before Prior Period Adjustments (98.38) 16.67

Profit / (Loss) after Tax & Prior Period Adjustments _ (35.70) _(931.05)

Add: Profit/(Loss) brought Forward from last year (8,413.19) (7,482.13)

Profit / (Loss) Carried forward to Balance Sheet (8,448.89) (8,413.19)

Business Performance Review

During the year under review, the Company has reviewed all its business divisions and your company''s performance is not encouraging in the years to come.

Outlook for the current year

Your Company has reviewed all its business divisions and, to strengthen its stand in the market, the company has been concentrating in activities like multimedia training, providing the special effects (VSF) to the feature films of all languages and multi-starred Film Production, tie ups with experts in the market to overcome the paucity of the finances. . ,

Dividend

Due to inadequacy of profits, the Board could not recommend dividend during the year under review. Statutory Disclosures

ADDITIONAL INFORMATION REQUIRED UNDER SECTION 217(1) (E) OF THE COMPANIES ACT, 1956 Conservation of Energy

The company is not engaged in manufacturing activities, and as such the particulars relating to conservation of energy is not applicable. The company makes every effort to conserve energy as far as possible in its editing facilities, Production Floors, Office etc.

Research and Development and Technology Absorption

The company is not engaged in manufacturing activities, and as such the particulars relating to Research, Development and technology absorption are not applicable.

There are no employees whose particulars are required to furnish under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, are to be disclosed. .

Public Deposits

Your company has not accepted any deposits from the public during the year under review and there are no outstanding deposits as on 31st March, 2013.

Directors''

Sri Bijay Kumar Khemka and Dr. D.VN.Raju, Directors of the Company retires by rotation and being '' eligible, offers thegiselves for re-appointment.

Statutory Auditors ''

M/s.R Murali & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends the re-appointment of M/s. R Murali & Co. Chartered Accountants, as Statutory Auditor for the period from the Conclusion of this Annual General Meeting to Next Annual General Meeting.

Reply to Auditors Qualifications

The Board has furnished the following in respect of the qualification by the Auditors:

Management is in the process of re-negotiating of OTS with the HDFC bank. A detailed note was given in the Notes to the accounts.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement executed with the stock exchanges the Company has complied with all the provisions fcf the corporate governance. The detailed note in this regard is provided in this annual report elsewhere. A certificate from the Statutory Auditors of the company regarding compliance of conditions of Corporate Governance is attached to this report.

Management Discussion and Analysis

A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.

Directors'' Responsibility Statement Pursuant to Section 217 (2AA) of the Companies Act, 1956.

We the Directors confirm. . .

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same.

b. That we have selected such accounting policies and applied them consistently and made judgments ¦ and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period

c. That we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. That we have prepared the annual accounts On Going Concern basis.

HUMAN RESOURCE AND EMPLOYEE RELATIONS

The Board of Directors would like to place on record its deep appreciation to all the employees for their dedicated services to the company. Our organizational culture and work environment is central to our ability to complete effectively. The relationship with the employees continues to be cordial.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their thanks to various departments of Central and State Governments,. Banks, the Suppliers, Customers and Shareholders of. the Company for their continued assistance, support and guidance.

By Order of the Board of Directors

Place: Hyderabad Sd/-

Date : 14th August, 2013 (Bijay Kumar Khemka)

Chairm

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Mar 31, 2010

The Directors have pleasure in presenting the 19th Annual Report on the business of your company and the Audited Statements of Accounts for the year ended on 31st March 2010 thereof. The Business and operations of the company over the last fiscal year are briefly encapsulated below:

Financial Results (Rs.ln Lakhs)

Particulars Year Ended Year ended 31st March 2010 31st March 2009.

Turn Over 178.61 177.52

Profit / (Loss) after Tax (294.60) (204.44)

Add: Profit / (Loss) brought Forward from last year (7,201.47) (6,997.03)

Profit / (Loss) Available for Appropriation (7,250.99) (7,201.47)



Business Performance Review

During the year under review your companys performance is not encouraging due to paucity of funds delayed in implementing the proposed business activities.

Out loot for the current year

Your Directors wish to inform that due to the set back in the previous years, the Company has reviewed all its business divisions and under taken a substantial re-organizing, restructuring exercise of its total divisions. To strengthen its stand in the market, the company has been concentrating in activities like, multimedia training, and Digitalisation of the theaters and Film Production tie ups with experts in the business hoses.

Dividend

Due to non availability of profits during the year the Board could not recommend dividend during the year under review.

STATUTORY DISCLOSURES

Additional 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

Conservation of Energy

The company is not engaged in manufacturing activities, and as such the particulars relating to conservation of energy is not applicable. The company makes every effort to conserve energy as far as possible in its editing facilities, Production Floors, Office etc.

Research and Development and Technology Absorption

The company is not engaged in manufacturing activities, and as such the particulars relating to Research, Development and technology absorption are not applicable.

Foreign Exchange Earnings and Outgoings.

1. Total Foreign Exchange earned Nil

2. Total Foreign Exchange utilized Nil

Particulars of Employee

In Persuence of Section 217 (2A) of the Companies Act 1956 read with the Companies (particulars of Employees) rulee 1975, The Directors are to report that no employee was in receipt of remuneration of Rs. 24,00,000 or more per annum or Rs. 2,00,000 per month where employed for a part of the year.

Public Deposits

Your company has not accepted any deposits from the public during the year under review with in the meaning of section 58A of the Companies Act 1956.

DIRECTORS:

Sri. V.Srihari and Dr.D.VN.Raju of the Company retrie by rotation and being eligible, offers themselves for re-appointment.

AUDITORS

M/s.P. Murali & Co., Chartered Accountants retires at the conclusion of the Annual General Meeting and are eligible for re-appointment as Statutory Auditors of the company. The Board recommends the appointment of M/s. P. Murali & Co. Chartered Accountants, as Statutory Auditor for the period from the Conclusion of this Annual General Meeting to Next Annual General Meeting.

REPLY TO AUDITORS QUALIFICATIONS

The Board has furnished the following in respect of the qualification by the Auditors:

- Management is in the process of re-negotiating of OTS with the HDFC bank. A detailed note is given in the point no 15 of Notes to the accounts.

- The Management is putting its full efforts to regularize the payments to the statutory authorities in time.

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement executed with the stock exchanges the Company has complied with all the provisions of the corporate governance. The detailed note in this regard is provided in this annual report elsewhere. A certificate from the Auditors of the company regarding compliance of conditions of Corporate Governance is attached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.

DIRECTORS RESEONSIBILITY STATEMENT PERSUENT TO SECTION 217 (2AA) OF THE COMPANIES ACT:

We the Directors confirm.

a. That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same :

b. That we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period

c. That we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. That we have prepared the annual accounts on a Going concern basis.

HUMAN RESOURSE EMPLOYEE RELATIONS

The Board of Directors would like to place on record its deep appreciation to all the employees for their dedicated services to the company. Our organizational culture and work environment is central to our ability to complete effectively. The relationship with the employees continues to be cordial.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their thanks to various departments of Central and State Governments, financial institutions, Banks, the Suppliers, Customers and Shareholders of the Company for their continued assistance, support and guidance.

On behalf of Board of Directors

Place : Hyderabad (Bijay Kumar Khemka)

Date 2nd September, 2010 Chairman