Directors Report of Pine Animation Ltd.

Mar 31, 2015

1. INTRODUCTION

Directors are elated in presenting the 26th Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2015.

The Annual report presented to you pertains to financial year before April 2015 so the contents within are governed by the relevant provisions/schedules/rules of the Companies Act, 2013, in compliance with General Circular No. 08/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs.

2. FINANCIAL RESULTS

(Amount in Rs)

Particulars Current Financial Previous Financial Year (2014-2015) Year (2013-2014)

Net Profit/(Loss)Before 7,076,952 8,899,239

Depreciation and Tax Depreciation 23,189 28,020

Profit /(Loss) before Tax 7,053,763 8,871,219

Provision for Tax 21,89,698 27,50,796

Profit/ (loss) after Tax 48,64,065 61,20,423

Balance Brought forward (22,126,899) (28,000,607)

Less:- Income Tax ( Earlier (2,37,058) 2,46,716 Year)

Balance carried to Balance (170,257,77) (22,126,899) Sheet

3. BUSINESS OVERVIEW

Due to poor market condition, the Net Profit of the Company has declined from Rs. 88,71,219/- to Rs.70,53,763/-. The Company's policy of management has provided cushion effect to the adversities of the market on the performance of Company. The Board of Directors look towards the future performance with a positive approach.

4. DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2015.

5. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

6. STATUTORY AUDITORS

M/s Rahul Jain & Associates., Chartered Accountants, retire as statutory Auditors of Company at the conclusion of the ensuring Annual General Meeting (AGM). The Statutory auditors have expressed their inability and willingness to accept the office on in accordance with provision of section Section-139 of the Companies Act, 2013

Your Directors propose appointment of M/s Dhaval Gala & Associates, Chartered Accountants, whose appointment as been duly approved by the Audit Committee and who shall hold office from the conclusion of this meeting till the conclusion of the sixth annual general meeting, with this meeting being counted as the first meeting and will be subject to ratification in every Annual General Meeting till the sixth Annual General meeting by way of passing of an ordinary resolution and to fix their remuneration.

Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received from the Auditors to the effect that the Auditor is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made there under and proposed appointment is within the limits laid down by or under the authority of the Act.

7. SECRETARIAL AUDITORS

M/s. H V Gor & Co, Practicing Company Secretaries have been appointed in the Board Meeting held on 30th March, 2015 as the Secretarial Auditor of the Company u/s 204 of the Companies Act, 2013 to conduct Secretarial Audit of the matters of the Company and report thereof. The Secretarial Auditor's Report has been annexed to the Board Report under Annexure IV.

8. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification, reservation or adverse remark made by the Auditors in their report.

The explanations made by the Board relating to the qualifications, reservations, adverse remarks made by the Practicing Company Secretary in his Secretarial Audit Report are furnished as under:

1. The Company has been inviting the applications for the post of Company Secretary in whole time employment of the Company by issuing classifieds in the newspapers. However, the Company has failed to receive application from a suitable candidate for the aforementioned responsibilities.

2. The Company has failed to file e-form DIR-12 in respect of Mr. Krishnakumar Omprakash Murarka's appointment which was due to genuine oversight on the part of the Company. However, there was no mala fide intention to deceit the interest of the appointee or the shareholders or the stakeholders of the Company.

3. The Company has failed to file e-form MR-1 in respect of appointment of Chief Financial Officer of the Company with the office of the Registrar of Companies which was due to genuine oversight on the part of the Company. However, there was no mala fide intention to deceit the interest of the appointee or the shareholders or the stakeholders of the Company.

4. The appointment of Mr. Shyam Sundar Sharma as Managing Director was purely due to clerical mistake while filling in the details in e-form DIR-12 for his appointment as an Additional Director with the Registrar of Companies. The Company assures that there was no mala fide intention to deceit the interest of the stakeholders of the Company. Non-intimation of the Board Meeting and its outcome in this relation is purely due to genuine oversight on the part of Company.

9. DIRECTORS

Ms Bhavita Ashiyani was appointed as Additional Director on 13th August, 2015 and holds the office till the ensuing Annual General Meeting. A notice has been received from a member proposing his candidature for his appointment as Director of the Company. Her appointment is recommended.

Mrs. Laxmi Hazarilal Chaurasiya resigned from the Board of Directors of the Company due to their prior occupancies. The Board of Directors accepted their resignation in the Board Meeting held on 13th August, 2015 and relieved him from his responsibilities towards the Company.

Apart from that, there have been no changes in the Board of Directors since the last Annual General Meeting. The Board of Directors as on the date of this report stands as follows:

Name Designation Date of Appointment DIN

Santosh Kumar Managing Director 2nd September, 2013 06708626

Krishnakumar Murarka Independent Director 28th May, 2014 06542831

Mandar Palav Independent Director 18th January, 2012 03249718

Bhavita Ashiyani Independent Director 13th August, 2015 07248711

Shyam Parasramka Managing Director 04th April, 2015 00511476

10 DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

11 BOARD MEETINGS

During the financial year under review, the Board of Directors met Five times.

12 COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

13 INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5 (2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

14 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No of complaints received: Nil

No of complaints disposed off: Nil

15 DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures, if any;

b. They have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of its Profit for the year ended on that date;

c. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. They have prepared the annual accounts for the year ended 31st March, 2015 on a 'going concern' basis; and

e. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There was no loan given or guarantee given or investment made or security provided pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

17 DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

18 MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

19 ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

20 STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However, Company has not come across any element of risk which may threaten the existence of the Company.

21 DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

The Securities and Exchange Board of India (SEBI) passed an ad-interim ex- parte order no.WTM/RKA/36/2015 dated 8th May, 2015 against the Company debarring the Company from accessing the Securities Market and Suspending the trading in the scrips of Company.

22 DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES, 2014:

The Company has an adequate internal financial control system, commensurate with the size of its business operations.

23 PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES MADE PURSUANT TO SECTION 188 OF THE COMPANIES ACT, 2013

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

24 EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in "Annexure MGT-9".

25 DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members;

a. Mr. Shyam Sundar Prasramka

b. Mr. Mandar Subhash Palav

c. Mr. Krishna Kumar Omprakash Murarka

The above composition of the Audit Committee consists of independent Directors viz., Mr. Mandar Palav and Mr. Krishna Kumar Omprakash Murarka who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company.

26 CORPORATE GOVERNANCE:

Your Company is committed to adopting the best Corporate Governance practices. It believes that proper corporate governance is not just a regulatory compliance but also a facilitator for enhancement of stakeholder's value. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report.

27 APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co- operation and support of the Company's Bankers, its valued customers, employees and all other intermediaries concerned with the Company's business. Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

Registered Office: By Order of the Board of Directors

Office No.61, Arunachallam street, For Pine Animation Limited

Chindadripet Chennai, Sd/-

Tamil Nadu-600002. Mr. Shyam Sundar Parasramka

Date:-03rd September 2015 (Director)

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Mar 31, 2014

Dear members,

The Directors present the 25th Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March, 2014.

This report has been prepared on the basis of legal requirements under Companies Act, 1956. As per General Circular No.08/2014 issued by Ministry of Corporate Affairs dated 04/04/2014, the provisions of Companies Act,

2013 will become applicable for all disclosures required under the Act for the Year 2014-2015 and subsequent years.

FINANCIAL RESULTS:

(Amount in Rs)

Particulars 31-03-2014 31-03-2013

Total Income 87,55,76,317 8,81,37,460

Depreciation 28,020 46,352

Profit before Tax 88,71,219 16,29,867

Provision for Tax 27,50,796 69,860

Profit after Tax 61,20,423 15,60,007

BUSINESS OVERVIEW:

* During the year under review the Company’s operations grew manifold and stood at Rs. 87,55,76,317 as compared to Rs.8, 81, 37,460 during the previous year. The net profit after tax stood at Rs. 61,20,423 as compared to 15,60,007 for the previous year. The Management looks forward with confidence.

* During the year under review, the company underwent subdivision of share from nominal value of the equity shares is Rs.10/- each to nominal value of equity shares of Rs.1/- each pursuant to shareholders approval vide special resolution passed in the Extra Ordinary General Meeting held on 07/05/2013

* During the year under review the company shifted its Registered Office from Flat no.5, New no.26, Chari Street, T. Nagar, Chennai, TamilNadu-600017 to B-2, Sindur Pantheon Plaza, No.346, Pantheon Road, Egmore, Chennai-600008 w.e.f.01/01/2014.

FUTURE OUTLOOK:

Following the NDA victory in the recently concluded general elections, expectations are now exceptionally high from the new Government with regard to reforms and governance. The clear electoral mandate given to the single party reduces political uncertainty and raises the potential for economic policy reform.

The New Government faces a daunting task of reversing a declining economic trend. It could be 8 to 12 months before we can see any green shots of recovery. However, market may not wait till then and price in positive policy as well as administrative actions.

The fact that we will have a decisive Government is a good thing, but the coming days are going to be very important, even some indications of how the government is going to move to get the economy back on track, all these will be very important events to watch.

The budget document gives the right signals specially with respect to subsidy policy and overall fiscal stance. Lot of policy actions is required in various sectors. The entire world shall have a keen eye on the policy reforms which India would undertake.

In view of the above, the new Government has to start firing all cylinders without wasting time. And if that happens, unprecedented amount of foreign money shall flow into India, which will be good for Indian market and economy and will in turn also boost our business prospects.

SECRETARIAL AUDITORS

Based on recommendation received from the Audit Committee, the Board of Directors at their meeting held on 14th August, 2014 appointed D.S. Momaya & Co., Company Secretaries, Navi Mumbai as a Secretarial Auditor of the Company under section 138 (Rule 10) of the Companies Act, 2013 for the financial year 2014-15.

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources, they do not recommend any dividend for the year ended 31st March, 2014.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Your Directors hereby declare:

i) That in preparation of the annual accounts, the applicable accounting standards has been followed.

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

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE IS ENCLOSED AS ANNEXURE TO THIS REPORT

Pursuant to the Circular No. 08/2014 of Ministry of Corporate Affairs dated 04th April 2014, the Company has prepared its Financial Statements including Directors Report, Auditors Report as per the provisions of Companies Act 1956.

The Company is committed to maintain highest standards of Corporate Governance. Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report. Also Certificate on Compliance of Corporate Governance issued by the Auditors is annexed to the report.

PARTICULARS OF EMPLOYERS:

As there is no employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, information relating thereto are not given forming part of this report.

ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

The Particulars as required under the provisions of Section 217 (1)(e) of the Companies Act, 1956 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

STATEMENT UNDER SECTION 217(I)(e):

Statement pursuant to Section 217(I)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, is given below:

a) The Company has no activities relating to conservation of energy.

b) i) The Company was not required to make provision for research and development expenditure.

ii) The Company has no activity relating to technology absorption, adoption and innovation.

b) The Company has no activity relating to foreign exchange earnings and outgo.

DEPOSITORY SYSTEM:

The equity shares of the Company are available for dematerialization through Depository participants, on both the Depositories viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

APPLICATION FOR CHANGE IN THE REGISTERED OFFICE OF THE COMPANY:

The Company is in the process of Shifting its Registered office from the State of Tamil Nadu to the State of Maharashtra, in Mumbai for which Company has obtained approval of shareholders vide special resolution passed through postal ballot on 09.03.2013 and application is pending before Hon’ble Regional Director, Southern Region, Chennai.

BOARD OF DIRECTORS:

Further, to bring Board of Directors of the Company in compliance with the new provisions of Companies Act, 2013, the Board has been restructured in the meeting of Board of Directors held on 14.08.2014wherein Mr. Mandar Subhash Palav and Mr. Krishnakumar Omprakash Murarka have been re-appointed as the Independent Directors of the Company for the period of five years. Also Board proposes to appoint Mr. Murarka as the Director of the Company who holds office only upto the date of forthcoming Annual General Meeting and Mr. Santosh Kumar has been appointed as Chief Executive Officer and Managing Director as Whole time Key Managerial Personnel. The Board recommends their re-appointment.

During the year, the Mr. Nagaraja Sharma Rajgopalan resigned from the post of Director w.e.f. 02.12.2013 and Mr. Lalji Ramraj Yadav resigned from the post of Director from the post of Director of the Company w.e.f.

28.05.2014. The Board expresses the gratitude for the services provided by them during their tenure of directorship.

RESTRUCTURING OF THE BOARD OF DIRECTORS POST IMPLEMENTATION OF COMPANIES ACT 2013:

The Board of Directors in its meeting held on 14.08.2014reconstituted the Board of Directors of the Company in pursuant to various provisions of the Companies Act 2013 as follows:

Name of Director Designation KMP position held

Mr. Santosh Kumar Executive Director Chief Executive Officer andManaging Director

Mr.Krishnakumar Omprakash Independent Director - Murarkar

Mr. Mandar Subhash Palav Independent Director -

Further, your Directors confirm that in pursuance to the provisions of the Companies Act, 2013 the Company in due course will appoint Women Director and One Director in the capacity of Chief Financial Officer as Key Managerial Personnel which will strengthen the Board further and will be helpful in empowering the Board of the Company to achieve higher performance thereby resulting in overall growth of the Company.

FIXED DEPOSITS:

Your company has neither invited nor accepted any Fixed Deposits from the public during the financial year under review.

LISTING AGREEMENTS REQUIREMENTS:

The securities of your company are listed at BSE Limited. The Company has paid listing fees for the year 2014-15. AUDITORS:

M/s. Rahul Jain & Associates., who are the Statutory Auditors of the Company, hold office until the conclusion of the Annual General Meeting.

Your Directors propose appointment of M/s Rahul Jain & Associates, Chartered Accountants whose appointment has been duly approved by the Audit Committee who shall hold office from the conclusion of this meeting till the conclusion of the next annual general meeting.

Also a certificate under Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received from the Auditors to the effect that the Auditor is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules or regulations made thereunder and proposed appointment is within the limits laid down by or under the authority of the Act.

APPRECIATION:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company’s Bankers, its valued customers, employees and all other intermediaries concerned with the company’s business.

Your directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

Registered Office: By Order of the Board of Directors B-2, Sindur Pantheon Plaza, PINE ANIMATION LIMITED No. 346, Pantheon Road, Sd/- Egmore, Chennai. INDIA. 600008 Santosh Kumar Date: 14/08/2014 Director

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Mar 31, 2013

Dear Shareholders''

The Directors have pleasure in presenting the 24th Annual Report of the Company along with the Audited Statement of Accounts for the year ended as on 31st March'' 2013.

FINANCIAL RESULTS: (In Rs.Lacs) Particulars 31-03-2013 31-03-2012

Income From operations 881.37 8''94

Profit/(Loss) before Depreciation and 16.76 (5.82) Tax

Depreciation 0.46 1.18

Profit/(Loss) before Tax 16.30 (7.00)

Provision for Tax including Deferred 0.72 0.08 Tax

Profit/(Loss) after Tax 15.60 7.08

BUSINESS OVERVIEW:

During the year under review the Company''s operations grew manifold and stood at Rs. 881.37 Lacks as compared to Rs. 8.94 Lacks during the previous year. The Net Profit after tax stood at Rs. 15.60 Lacks as compared to loss of Rs.7.08 Lacks for the previous year.

Further the Company also during the period under review restructured its capital by sub-dividing the nominal value of the equity portion of the authorised share capital of the Company from Rs.10/- to Rs.1/- DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and with a view to conserve the resources'' they do not recommend any dividend for the year ended 31st March'' 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act'' 1956'' your Directors hereby confirm that:

1. In the preparation of the annual accounts'' the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March'' 2013 and of the profit or loss of the company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act'' 1956'' for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

5. BOARD OF DIRECTORS

During the year'' Mr. Priyesh Pithe'' Nirmal Pragjibhai Jodhani and Deepak Prakash Rane retire by rotation and do not seek for re-appointment. Your directors extend their sincere gratitude for valuable services provided by them during their tenure to the Board.

Pursuant to provisions of section 257 of the companies act'' 1956'' your directors propose appointment of Mr. Santosh Sharma as the Director and also his appointment as Executive Director for a tenure of one year and appointment of Mr. Nagarajan Rajgopalan Sharma as the Executive Director for a tenure of one year.

6. Application for change in the registered office of the company:

The Company is in the process of shifting its Registered Office from the state of Tamil Nadu to the state of Maharashtra'' in Mumbai for which Company has obtained approval of shareholders vide special resolution passed through postal ballot on 09.03.2013 and application is pending before Hon''ble Regional Director'' Southern Region'' Chennai.

7. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION:

The particulars as required under the provisions of Section 217(1)(e) of the Companies Act'' 1956 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review'' the Company has neither earned nor used any foreign exchange.

PARTICULARS OF EMPLOYERS:

As there is no employee covered under the provisions of Section 217 (2A) of the Companies Act'' 1956 read with the Companies (Particulars of Employees) Rules'' 1975'' information relating thereto are not given forming part of this report.

CORPORATE GOVERNANCE:

Reports on Corporate Governance and Management Discussions & Analysis are annexed and form part of this report.

STATUTORY AUDITORS:

M/S RAHUL R JAIN & ASSOCIATES'' Chartered Accountants'' retire as statutory Auditors of Company at the conclusion of the ensuring Annual General Meeting (AGM). The Statutory auditors have confirmed their eligibility and willingness to accept the office on re-appointment in accordance with provision of section Section- 224 (1B) of the Companies Act'' 1956.

FIXED DEPOSITS:

Our Company has not accepted Public Deposits within the meaning of Section 58A of the Companies Act'' 1956.

AUDITOR''S QUALIFICATIONS:

The Auditors of the Company have not qualified their report and there are no observations and suggestions made by the Auditors in their report and therefore do not call for any further comments under section 217(3) of the Companies Act'' 1956.

APPRECIATION:

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Company''s Bankers'' its valued customers'' employees and all other intermediaries concerned with the company''s business.

We directors sincerely thank all members for supporting us during the difficult days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.

By Order of the Board of Directors

Place: Chennai

Date: 2nd September 2013 Director

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Mar 31, 2012

Dear Members,

The Directors take great pleasure in presenting their report on the business and operations of your Company along with the Annual Report and audited financial statements for the Financial Year 2011-2012.

FINANCIAL RESULTS:

( in Lacs)

PARTIULARS YEAR ENDED

31.03.2012 31.03.2011

Profit before Depreciation (5.82) 2.38

Less: Depreciation 1.17 1.76

Profit before Tax (6.99) (0.61)

Less: Provision for FBT 0.09 0.00

Profit after Tax (7.08) (0.87)

Less: Provision for MAT - -

Profit after MAT (7.08) (0.87)

REVIEW OF OPERATIONS

The Company has incurred losses of Rs. 7,08,037/- during the financial year. Your Directors expects to achieve better performance in the future and taking maximum efforts to control the costs and optimize in the results in the coming years. The shares of your Company are listed at Bombay Stock Exchange & Madras Stock Exchange.

DIVIDEND

In view of being suffered by the Company your Directors have not recommended dividend for the financial year 2011- 12.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956, Mr. Deepak Rane and Mr. Nirmal Jodhani who retires by rotation and being eligible, offer themselves for re-appointment. Mr. Lalji Yadav and Mr Mandar Palav were earlier appointed as an Additional Directors, with the propose appointment, they will be inducted on the Board as a regular Directors.

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public under Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules.

DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

As required under Section 217 of the Companies Act, 1956, your Directors confirm that:

- In preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures;

- 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 and of the profit of the Company for that period;

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

- The Directors have prepared the annual accounts on a going concern basis.

AUDITORS AND THEIR REPORT:

Mr. P.V.H.S. Kishore Babu, Chartered Accountants, has expressed their unwillingness to be reappointed as Statutory Auditors of the Company for the year 2012-13 in the forth coming Annual General Meeting. The Company has received consent letter from M/S Gupta Saharia & Co., as Chartered Accountants for their appointment as Statutory Auditor of the Company provided their appointment is approved by the Shareholders at the forth coming Annual General Meeting. M/ s. Gupta Saharia & Co., have also confirmed that their appointment, if made, will be within the limits prescribe u/s 224 of the Companies Act, 1956.

INFORMATION AS PER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The particulars as required under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not given as the Company has not undertaken any manufacturing activity.

The Company did not enter into any related party transactions.

CORPORATE GOVERNANCE

In line with the requirement of clause 49 of the Listing Agreement, a separate report on Corporate Governance, along with a certificate of Practicing Company Secretaries of the Company is annexed herewith for the information of the members.

MANAGEMENT DISCUSSION ANALYSIS REPORT

Management''s Discussion and Analysis report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is provided as Annexure ''A'' to this report .

SUBSIDIARIES:

Since the Company has no subsidiaries, the provisions of Section 212 of the Companies Act, 1956 is not applicable.

PERSONNEL:

No employee of the Company was in receipt of remuneration over and above the sum specified under section 217(2A) of the Companies Act, 1956.

ACKNOWLEDGEMENT:

Your Directors place on record its sincere appreciation towards the Company''s valued customers for their support and the confidence reposed by them in the Company. We take this opportunity to thank the Company''s clients, shareholders, auditors and bankers for their continued support during the year and look forward to their continued support in the future.

For and on behalf of the Board

Chennai Sd/- Sd/-

27/06/2012 R.Nagaraja Sharma Priyesh Pethe

Director Director

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Mar 31, 2011

The Directors take great pleasure in presenting their report on the business and operations of your Company along with the Annual Report and audited financial statements for the Financial Year 2010-2011.

FINANCIAL RESULTS:

(Amt in Lacs)

PARTIULARS YEAR ENDED

31.03.2011 31.03.2010

Profit before Depreciation (2.39) (2.55)

Less: Depreciation 1.76 2.71

Profit before Tax (0.61) (5.26)

Less: Provision for FBT 0.00 0.00

Profit after Tax (0.87) (5.26)

Less: Provision for MAT - -

Profit after MAT (0.87) (5.26)

REVIEW OF OPERATIONS

The Company has incurred losses of Rs. 86,874/- during the financial year. Your Directors expects to achieve better performance in the future and taking maximum efforts to control the costs and optimize in the results in the coming years. The shares of your Company are listed at Bombay Stock Exchange & Madras Stock Exchange. However the trading in equity shares of your Company at Bombay Stock Exchange is presently suspended due to non-compliances of some clauses of listing Agreement. The Company is in the process of reviving the Company.

DIVIDEND

In view of being suffered by the Company your Directors have not recommended dividend for the financial year 2010-11.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956, Mr. Deepak Rane retires by rotation and being eligible, offer himself for re-appointment.

The term of Mr. Nirmal Jodhani who was appointed as a Director in place of Mr. Daniel Binder expired at the ensuing Annual General Meeting. The Resolution to appoint Mr. Jodhani as a Director of the Company is put forward for your approval.

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public under Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

As required under Section 217 of the Companies Act, 1956, your Directors confirm that:

- In preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures;

- 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 and of the profit of the Company for that period;

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

- The Directors have prepared the annual accounts on a going concern basis.

AUDITORS AND THEIR REPORT:

The Company's Auditors M/s P.V.H.S. Kishore Babu, Chartered Accountants, Chennai, (M. No. 026488) retire at the ensuing Annual General Meeting, being eligible offers themselves for re-appointment to act as Auditor's of the Company.

INFORMATION AS PER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The particulars as required under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not given as the Company has not undertaken any manufacturing activity.

The Company did not enter into any related party transactions.

CORPORATE GOVERNANCE

In line with the requirement of clause 49 of the Listing Agreement, a separate report on Corporate Governance, along with a certificate of Practicing Company Secretary of the Company is annexed herewith for the information of the members.

Management Discussion Analysis Report

Management's Discussion and Analysis report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is provided as Annexure 'A' to this report .

SUBSIDIARIES:

Since the Company has no subsidiaries, the provisions of Section 212 of the Companies Act, 1956 is not applicable.

PERSONNEL:

No employee of the Company was in receipt of remuneration over and above the sum specified under section 217(2A) of the Companies Act, 1956.

ACKNOWLEDGEMENT:

Your Directors place on record its sincere appreciation towards the Company's valued customers for their support and the confidence reposed by them in the Company. We take this opportunity to thank the Company's clients, shareholders, auditors and bankers for their continued support during the year and look forward to their continued support in the future.

By Order of the Board

Sd/-

R. Nagaraja Sharma

Chennai Director

1/9/2011

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Mar 31, 2010

The Directors take great pleasure in presenting their report on the business and operations of your Company along with the Annual Report and audited financial statements for the Financial Year 2009-10.

FINANCIAL RESULTS: (Amt in Lacs)

PARTIULARS YEAR ENDED 2009-10 2008-09

Profit Before Depreciation (2.55) (2.33)

Less: Depreciation 2.71 4.24

Profit Before Tax (5.26) (6.57)

Les: Provision for FBT 0.00 0.01

Profit after Tax (5.26) (6.58)

Less: Provision for MAT - -

Profit after MAT (5.26) (6.58)

REVIEW OF OPERATIONS

The Company has incurred losses of Rs. 5.26 Lacs during the financial year. Your Directors expects to achieve better performance in the future and taking maximum efforts to control the costs and optimize in the results in the coming years. The shares of your Company are listed at Bombay Stock Exchange & Madras Stock Exchange. However the trading in equity shares of your Company at Bombay Stock Exchange is presently suspended due to non-compliances of some clauses of listing Agreement. The Company is in the process of reviving the Company.

DIVIDEND

In view of losses being suffered by the Company your Directors have not recommended dividend for the financial year 2009-10.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956, Mr. Schmidtgen Wilfred Jan retires by rotation and being eligible, offer himself for re-appointment.

During the year under review, Mr. Priyesh Pethe was appointed as an Additional Director w.e.f 5th April, 2010. In terms of provisions of section 260 of the Companies Act, 1956 his term would expire at the conclusion of ensuing Annual General Meeting. The Resolution to appoint Mr. Pethe as a Director of the Company is put forward for your approval.

The term of Mr. Deepak Rane who was appointed as a Director in place of Mr. Stephan Lethaus expired at the ensuing Annual General Meeting. The Resolution to appoint Mr. Rane as a Director of the Company is put forward for your approval.

Brief particulars and expertise of the directors seeking appointment/re-appointment and details of their other directorship and committee memberships have been given in the Explanatory Statement to the Notice convening Annual General Meeting.

Mr . M A Samee have resigned from the Board of Directors with effect from 15.02.2010.

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public under Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT, 1956

As required under Section 217 of the Companies Act, 1956, your Directors confirm that:

In preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures;

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 and of the profit of the Company for that period;

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

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

AUDITORS AND THEIR REPORT:

The Company's Auditors M/s P.V.H.S.Kishore Babu, Chartered Accountants, Chennai, (M. No. 026488) retire at the ensuing Annual General Meeting, being eligible offers themselves for re-appointment to act as Auditor's of the Company.

INFORMATION AS PER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956:

The particulars as required under Section 217 (1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not given as the Company has not undertaken any manufacturing activity.

The Company has made software exports during the year 2009-2010 and earned as foreign exchange a sum of Euro 45161 is received from 4K Animation Germany. There is no outgo of foreign exchange during the year from India.

The Company did not enter into any related party transactions.

SUBSIDIARIES:

The Company has no subsidiaries.

PERSONNEL:

No employee of the Company was in receipt of remuneration over and above the sum specified under section 217(2A) of the Companies Act, 1956.

ACKNOWLEDGEMENT:

Your Directors place on record its sincere appreciation towards the Company's valued customers for their support and the confidence reposed by them in the Company. We take this opportunity to thank the Company's clients, shareholders, auditors and bankers for their continued support during the year and look forward to their continued support in the future.

For and on behalf of the Board

Sd/-

Chennai R Nagaraja Sharma

31/08/2010 Director