Directors Report of Shree Ashtavinayak Cine Vision Ltd.

Mar 31, 2013

Dear Member,

The Directors have pleasure in presenting the 12th Annual Report and the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The highlights of the financial results are as under:

(Amount in Rs.)

Year ended Year ended 2012-2013 2011-2012

Income from Operations 761060000 854497607

Other Income 359776672 891642422

Profit Before Interest, Depreciation & Tax (EBIDT) 60074688 362473552

Less: Depreciation 9256454 10009169

Less : Finance Cost (Interest) 96483233 274433980

Profit Before Tax (45664999) 78030403

Less: Provision for Tax & adjustment earlier 85722624 (190000)

Profit After Tax (131387623) 78220403

OPERATIONS

During the year the company has released one home production film titled “BOL BACHCHAN” on 6th July 2012, directed by Rohit Shetty starring Abhishek Bachchan, Ajay Devgn, Prachi Desai, Asin and others.

Your Company continues to pursue the completion of ongoing projects to achieve sustainable and a balanced profitable growth.

Shree Ashtavinayak LFS Infra Ltd. has ceased as subsidiary of Shree Ashtavinayak Cine Vision Ltd.

The Company has not released any projects in the Calendar year 2013 i. e. financial year 2013-2014 because Company is facing certain financial & Legal hurdles. The Company has appointed various Consultants & Legal advisors to solve the various Problems & is hopeful to release & start operations of various other projects in next year 2014

DEPOSITS

Your Company has accepted Deposits within the meaning of Section 58A of Companies Act, 1956 and Rules made there under from friends on private placement during the year under review.

FINANCE

The Company has availed financial assistance from various Banks and Financial Institutions.

The Other Income for the year mainly comprising of foreign exchange gain which is notional in nature.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956, Mr. Hiren Gandhi, Mr. Rupen N. Amlani and Mr. Chandrakant K. Sachde, will retire by rotation and, being eligible, have offered themselves for re-appointment

AUDITORS

The present Auditors of the Cempany M/s. Shah Shah & Shah, Chartered Accountants, Mumbai, will retire at the occlusion of ensuing Annual General Meeting and being eligible; offer, themselves for re-appointment to hold the office till the conclusion of next Annual General Meeting. ''

They have submitted certificate for their eligibility for reappointment under section 224(1B) of the Companies Act, 1956.

The Auditors have confirmed that they have subjected themselves to the peer review process of the institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI."

EMPLOYEES

None of the employees of the Company was paid remuneration of Rs.60,00,000/- p.a. or more for the year or Rs. 5,00,000/- p.m. or more and hence the information required under section 217 (2-A) of the Companies (Particulars of Employees) Rules, 1975 is not required to be given.

CONSOLIDATION OF ACCOUNTS:

The Company has Three Wholly Owned Subsidiaries in India and one Wholly Owned Subsidiary abroad.

The audited Consolidated Accounts and Cash Flow Statements, comprising of the Company and its all subsidiary Companies appear in this Annual Report together with the Auditors’ Report on the consolidated Accounts. The Consolidated Accounts have been prepared in accordance with the Accounting Standard prescribed by the Institute of Chartered Accountant of India.

Pursuant to General Circular No 2/2011 file no 51/12/2007-CL-III dated February 8, 2011, issued by the Ministry of Company Affairs giving directions under section 212(8) of the Companies Act, 1956 granting general exemption from attaching the financials along with the Directors Report and Auditors Report of the Subsidiary Companies to the financials of the holding Company on fulfillment of certain conditions. In compliance with the said Circular of the Ministry of Company Affairs, the Company has attached a summary of the Financial Statements of each of the Subsidiary Companies.

As per Clause 32 of the Listing Agreement the Consolidated Financial Statements of the Company with its Subsidiaries form part of the Annual Report. The Copies of the Audited Annual Accounts of the Company’s Subsidiaries and other related documents can also be sought by any members of the Company or its Subsidiaries on making a written request to the Company Secretary in this regard. The Annual Accounts of the Subsidiary Companies are also available for inspection by any member at the Company’s and ‘or the concerned Subsidiaries’ registered office

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

II. That they 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 or loss of the company for that year (6 months).

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING AND OUT GO

Information as per Section 217(l)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

As required by the Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a detailed Report on Corporate Governance, along with the certificate of the Statutory Auditor, of the Company, is attached elsewhere in this Annual Report.

The Company is in full compliance with the requirements and disclosures that have to be made in this regard.

The Management Discussion and Analysis Report also appears elsewhere in this Annual Report, and both the aforesaid Reports are incorporated for reference herein.

The Board of Directors of the Company has adopted a Code of Conduct and posted the same on the Web site. The Directors and Senior Management Personnel have affirmed their compliance with the said code.

AUDIT COMMITTEE

The Audit Committee has been constituted by the Company pursuant to Section 292(A) of the Companies Act, 1956 and under Clause 49 of the Listing Agreement.

APPRECIATION

The Board of Directors wishes to place on record th eir sincere appreciation of the continued support and confidence in the Company from its Shareholders, FCCB Holders Suppliers, Bankers to the Company and financial institutions, and all other business associates, for their support and confidence reposed in the Company.

The Management takes this opportunity to express its special gratitude and appreciation to all Actors and Actresses, Directors and other Associates involved in film production and releases of the same.

On behalf of the Board

Sd/-

Dhilin Mehta

(Managing Director)

Place : Mumbai

Date : 03.12.2013

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Mar 31, 2012

Dear Member,

The Directors have pleasure in presenting the 11th Annual Report and the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The highlights of the financial results are as under:

(Amount in Rs.)

Year ended Year ended (12 Months) (6 Months) Particulars 2011-2012 2010-2011

Income from Operations 854497607 820557399

Other Income 891642422 173328224

Profit Before Interest, Depreciation & Tax (EBIDT) 362473552 (46207689)

Less: Depreciation 10009169 5017836

Less : Finance Cost (Interest) 274433980 82840111

Profit Before Tax 78030403 (134065636)

Less: Provision for Tax & adjustment earlier (190000) (46928788)

Profit After Tax 78220403 (87136848)

OPERATIONS

Previous year was consisting of 6 months from October 2010 to March 2011, and therefore comparison between the two financial years is not possible. During the year the company has released one home production film titled “ROCKSTAR” on 11th November 2011, directed by Imtiaz Ali starring Ranbir Kapoor, Nargis Fakhri, and others.

Your Company continues to pursue the completion of ongoing projects to achieve sustainable and a balanced profitable growth.

DIVIDEND

The Board of Directors has not recommended dividend for the year ended 31st March, 2012, with a view to conserve the resources.

DEPOSITS

Your Company has not accepted any Deposits within the meaning of Section 58A of Companies Act, 1956 and Rules made there under from the public or it employees during the year under review.

FINANCE

The total Borrowings (Long Term & Short Term) as on 31.03.2011 were Rs.311.97 Crs. which has been reduced to Rs. 284.32 Crs in the current year 31.03.2012, mainly on account of reduction in film project loans availed for the film already released, as the loan for film projects are self liquidating in nature.

The Other Income for the year mainly comprising of foreign exchange gain which is notional in nature.

INSURANCE

All the properties of your Company like Fixed Assets, including Office Premises, Furniture & Fixtures are adequately insured. The film productions activity is also adequately insured.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956, Mr. Ashok Ladhani, Mr. Nishant Mahidhar and Mr. Hetal Thakore, will retire by rotation and, being eligible, have offered themselves for re- appointment

AUDITORS

The present Auditors of the Company M/s. Shah Shah & Shah, Chartered Accountants, Mumbai, will retire at the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re- appointment to hold the office till the conclusion of next Annual General Meeting.

Auditor's observations/remarks are self explanatory.

They have submitted certificate for their eligibility for reappointment under section 224(1B) of the Companies Act, 1956.

The Auditors have confirmed that they have subjected themselves to the peer review process of the institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI."

EMPLOYEES

None of the employees of the Company were paid remuneration of Rs.60,00,000/- p.a. or more for the year or Rs. 5,00,000/- p.m. or more and hence the information required under section 217 (2-A) of the Companies (Particulars of Employees) Rules, 1975 is not required to be given.

CONSOLIDATION OF ACCOUNTS:

The Company has four non-material Wholly Owned Subsidiaries in India and one Wholly Owned Subsidiary abroad.

The audited Consolidated Accounts and Cash Flow Statements, comprising of the Company and its all subsidiary Companies appear in this Annual Report together with the Auditors' Report on the consolidated Accounts. The Consolidated Accounts have been prepared in accordance with the Accounting Standard prescribed by the Institute of Chartered Accountant of India.

Pursuant to General Circular No 2/2011 file no 51/12/2007-CL-III dated February 8, 2011, issued by the Ministry of Company Affairs giving directions under section 212(8) of the Companies Act, 1956 granting general exemption from attaching the financials along with the Directors Report and Auditors Report of the Subsidiary Companies to the financials of the holding Company on fulfillment of certain conditions. In compliance with the said Circular of the Ministry of Company Affairs, the Company has attached a summary of the Financial Statements of each of the Subsidiary Companies.

As per Clause 32 of the Listing Agreement the Consolidated Financial Statements of the Company with its Subsidiaries form part of the Annual Report. The Copies of the Audited Annual Accounts of the Company's Subsidiaries and other related documents can also be sought by any members of the Company or its Subsidiaries on making a written request to the Company Secretary in this regard. The Annual Accounts of the Subsidiary Companies are also available for inspection by any member at the Company's and/or the concerned Subsidiaries' registered office

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

That they 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 or loss of the company for that year (6 months).

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING AND OUT GO

Information as per Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

As required by the Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a detailed Report on Corporate Governance, along with the certificate of the Statutory Auditor, of the Company, is attached elsewhere in this Annual Report.

The Company is in full compliance with the requirements and disclosures that have to be made in this regard.

The Management Discussion and Analysis Report also appears elsewhere in this Annual Report, and both the aforesaid Reports are incorporated for reference herein.

The Board of Directors of the Company has adopted a Code of Conduct and posted the same on the Web site. The Directors and Senior Management Personnel have affirmed their compliance with the said code.

AUDIT COMMITTEE

The Audit Committee has been constituted by the Company pursuant to Section 292(A) of the Companies Act, 1956 and under Clause 49 of the Listing Agreement.

APPRECIATION

The Board of Directors wishes to place on record their sincere appreciation of the continued support and confidence in the Company from its Shareholders, FCCB Holders Suppliers, Bankers to the Company and financial institutions, and all other business associates, for their support and confidence reposed in the Company.

The Management takes this opportunity to express its special gratitude and appreciation to all Actors and Actresses, Directors and other Associates involved in film production and releases of the same.

For and on behalf of the Board

Sd/- Dhilin Mehta (Chairman)

Place : Mumbai

Dated :- 30.05.2012

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Sep 30, 2010

The Directors have pleasure in presenting the 9th Annual Report and the Audited Accounts for the year (18 months) ended 30th September, 2010.

FINANCIAL RESULTS

The highlights of the financial results are as under:

Year ended Year ended (18 Months ended (12 Months) 30.9.2010)

Particulars 2009-2010 2008-2009

Income from Operations 3372334278 1305103185

Profit Before Depreciation

556801154 205968032 & Tax

Less: Depreciation 14545455 5003848

Profit Before Tax 542255699 200964184

Less: Provision for Tax &

179214480 71488141 adjustment earlier

Profit After Tax 363041219 129476043

Surplus B/ F from

429451767 317937327 Previous Year

Total profit available for

792492986 447413370 distribution

Proposed Dividend 16493643 12574020

Tax on proposed Dividend 2803095 2137583

Transferred to General

Nil 3250000

Reserve

Balance in Profit & Loss

773196248 429451767 Account

OPERATIONS

In a difficult year threatened by slowdown in several sectors, increasing in inflation and general rise in prices in all sectors, Shree Ashtavinayak Cine Vision Limited continued its spree of improved performance, achieving significant growth. The Income from operations for the year (18 months) ended 30th September, 2010, increased significantly.

During the year (18 months) the company has released home production films titled "LUCK" directed by Soham Shah starring Sanjay Dutt, Mithun Chakraborty, Imran Khan, Shruti Hussan, Vidhya Malavade etc, "BLUE" directed by Anthony Dsouza starring Akshay Kumar, Sanjay Dutt, Zayed Khan, Lara Dutta, Katrina Kaif etc. "Khatta Mitha" Directed by Priyadarshan starring Akshay Kumar, Trisha Krishnan and others and "Dabangg" directed by Abhinav Kashyap starring Salman Khan, Arbaaz Khan, Sonakshi Sinha and others. The film production activities have contributed significantly in overall operation and the same has become companys core competence areas. The companys focus is therefore mainly on film production activities, and Company is poised for rapid growth for the said segment in time.

After 30th September, 2010, the Company released film titled "Golmaal 3" on 5th November 2010, directed by Rohit Shetty starring Ajay Devgan, Tusshar Kapoor, Kareena Kapoor, Arshad Warsi etc.,

The Company is coming up with few more film projects with bankable stars and with different genre in future. The Company plans to release "Run Bhola Run" directed by Neeraj Vora starring Govinda, Ameesha Patel, Celina Jaitley, Tusshar Kapoor etc. and "Rockstar" directed by Imtiaz Ali starring Ranbir Kapoor, Nargis Fakhri & others.

Your Company continues to pursue the completion of ongoing projects to achieve sustainable and a balanced profitable growth.

The Company has obtained approval under Section 210 for the extension of accounting year ended 31st March, 2010 to 30th September, 2010.

DIVIDEND

The Board of Directors has recommended dividend of Re.0.02/-per share (i.e.2%), on 824682155 equity shares of Re.1/-each fully paid up, aggregating to Rs.16493643/-and Corporate Dividend Tax of Rs.2803095/-. the dividend for the accounting (18 months) year ended 30th September, 2010, will not be taxable in the hands of the Members.

CAPITAL

During the (18 months) year the Company raised Funds by issue of GDRs to the tune of US$ 72,000,000 and the company has also converted FCCBs of US$ 76,23,000 and declared bonus shares in the ratio of 4:1 and capitalized Rs.65,97,44,724/-out of Securities Premium Account.

DEPOSITS

The Company has accepted deposits from private parties after complying with the provisions of Section 58A.

FINANCE

As a result of increased production activities the company has resorted to borrowings for individual film projects. These borrowings are in the nature of self liquidating borrowings since film projects loan gets repaid simultaneously with release of the films.

The Secured Loan has decreased from Rs.183.72 Crores to Rs. 146.96 Crores During the (18 months) year overall finance cost has increased due to increased borrowing and increase in bank rate of interest. Unfortunately entertainment industry is not falling under the category of priority sector and therefore the rate of interest charged is higher as compared to priority sector. The Company has tried to offset the majority interest expenses by charging interest to subsidiaries with higher spread. The total income from Interest for the year (18 months) is Rs. 22.63 Crores.

INSURANCE

All the properties of your Company like Fixed Assets, including Office Premises, Furniture & Fixtures are adequately insured. In addition to the Company properties, the Company has insured its Key Managerial Personnel.

All film productions on hand are also adequately insured.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956, Mr. Hiren Gandhi, Mr. Rupen Amlani, and Mr. Ashok Ladhani, liable to retire by rotation at the conclusion of the forthcoming Annual General Meeting and, being eligible, have been re appointed in the Annual General Meeting held on 29th December, 2010, and which was adjourned.

AUDITORS

The present Auditors of the Company M/s. Shah Shah & Shah, Chartered Accountants, who retires at the conclusion of ensuing Annual General Meeting and being eligible, have been reappointed at the Annual General Meeting held on 29th December, 2010, to hold the office till the conclusion of next Annual General Meeting. M/s. Walker Chandiok & Co., Chartered Accountants were statutory Auditors of the Company till 10th November, 2010, the date on which they tendered their resignation, the Board hereby express its gratitude for their kind cooperation, support and guidance.

M/s. Shah Shah & Shah, have submitted certificate for their eligibility for reappointment under section 224(1-B) of the Companies Act, 1956 and have confirmed that they have subjected themselves to the peer review process of the institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI."

Auditors comments in their report and notes to the accounts are self-explanatory.

EMPLOYEES

The Company acknowledges with gratitude the timely commitment and contribution of all its employees and all those who are attached directly or indirectly with respective films released during the year (18 months) by the Company.

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and the Accounts being sent to all the Shareholders, excluding the statement of particulars under Section 217(2A). Any shareholder, interested in obtaining a copy of this statement, may write to the Company Secretary at the Registered Office of the Company.

Consolidation of Accounts:

The Company has four non material Wholly Owned Subsidiaries in India and one Wholly Owned Subsidiary abroad.

The audited Consolidated Accounts and Cash Flow Statements, comprising of the Company and its all subsidiary Companies appear in this Annual Report together with the Auditors Report on the consolidated Accounts. The Consolidated Accounts have been prepared in accordance with the Accounting Standard 21 prescribed by the Institute of Chartered Accountant of India.

DIRECTORS RESPONSIBILITY STATEMENT

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

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

II. That they 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 or loss of the company for that year (18 months).

III. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNING AND OUT GO

Information as per Section 217(1)(e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company.

FOREIGN EXCHANGE EARNING & OUTGO

Rs.

1.4.2009 to 1.4.2008 to

30.09.2010 31.03.2009

Rs. Rs.

Earnings 29,64,505 65,55,584

Outgoings

8,57,13,380 32,86,63,965

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

As required by the Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a detailed Report on Corporate Governance, along with the certificate of the Company Secretary in Practice on its compliance, is attached elsewhere in this Annual Report.

The Company is in full compliance with the requirements and disclosures that have to be made in this regard.

The Management Discussion and Analysis Report also appears elsewhere in this Annual Report, and both the aforesaid Reports are incorporated for reference herein.

The Board of Directors of the Company has adopted a Code of Conduct and posted the same on the Web site. The Directors and Senior Management Personnel have affirmed their compliance with the said code.

AUDIT COMMITTEE

The Audit Committee has been constituted by the Company pursuant to Section 292(A) of the Companies Act, 1956 and under Clause 49 of the Listing Agreement.

APPRECIATION

The Board of Directors wishes to place on record their sincere appreciation of the continued support and confidence in the Company from its Shareholders, FCCB Holders Suppliers, Bankers to the Company and financial institutions, and all other business associates, for their support and confidence reposed in the Company.

The Management takes this opportunity to express its special gratitude and appreciation to all Actors and Actresses, Directors and other Associates involved in film production and releases of the same.

For and on behalf of the Board

Sd/

Dhilin Mehta

(Chairman)

Place : Mumbai

Dated : 10th January, 2011