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Shree Ashtavinayak Cine Vision Ltd.

BSE: 532793 Sector: Media
NSE: SHREEASHTA ISIN Code: INE538H01024
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Shree Ashtavinayak Cine Vision Ltd. (SHREEASHTA) - Director Report

Company director report

DIRECTORS

Dear Member

Your Directors have pleasure in presenting the 12th Annual Report and the AuditedAccounts for the year ended 31st March 2013.

FINANCIAL RESULTS

The highlights of the financial results are as under:

(Amount in Rs.)
Year ended  2012-2013 Year ended  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 "BOLBACHCHAN" on 6th July 2012 directed by Rohit Shetty starring Abhishek Bachchan AjayDevgn Prachi Desai Asin and others.

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

Shree Ashtavinayak LFS Infra Ltd. has ceased as subsidiary of Shree Ashtavinayak CineVision Ltd.

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

DEPOSITS

Your Company has accepted Deposits within the meaning of Section 58A of Companies Act1956 and Rules made there under from friends on private placement during the year underreview.

FINANCE

The Company has availed financial assistance from various Banks and FinancialInstitutions.

The Other Income for the year mainly comprising of foreign exchange gain which isnotional 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 beingeligible have offered themselves for re-appointment

AUDITORS

The present Auditors of the Company M/s. Shah Shah & Shah Chartered AccountantsMumbai will retire at the conclusion of ensuing Annual General Meeting and beingeligible; offer themselves for re-appointment to hold the office till the conclusion ofnext Annual General Meeting.

They have submitted certificate for their eligibility for reappointment under section224(1B) of the Companies Act 1956.

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

EMPLOYEES

None of the employees of the Company was paid remuneration of Rs.6000000/- p.a. ormore for the year or Rs. 500000/- p.m. or more and hence the information required undersection 217 (2-A) of the Companies (Particulars of Employees) Rules 1975 is not requiredto be given.

CONSOLIDATION OF ACCOUNTS:

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

The audited Consolidated Accounts and Cash Flow Statements comprising of the Companyand its all subsidiary Companies appear in this Annual Report together with theAuditors’ Report on the consolidated Accounts. The Consolidated Accounts have beenprepared in accordance with the Accounting Standard prescribed by the Institute ofChartered Accountant of India.

Pursuant to General Circular No 2/2011 file no 51/12/2007-CL-III dated February 82011 issued by the Ministry of Company Affairs giving directions under section 212(8) ofthe Companies Act 1956 granting general exemption from attaching the financials alongwith the Directors Report and Auditors Report of the Subsidiary Companies to thefinancials of the holding Company on fulfillment of certain conditions. In compliance withthe said Circular of the Ministry of Company Affairs the Company has attached a summaryof the Financial Statements of each of the Subsidiary Companies.

As per Clause 32 of the Listing Agreement the Consolidated Financial Statements of theCompany with its Subsidiaries form part of the Annual Report. The Copies of the AuditedAnnual Accounts of the Company’s Subsidiaries and other related documents can also besought by any members of the Company or its Subsidiaries on making a written request tothe Company Secretary in this regard. The Annual Accounts of the Subsidiary Companies arealso available for inspection by any member at the Company’s and/or the concernedSubsidiaries’ 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 beenfollowed.

II. That they had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit or loss of the company for that year (6 months).

III. Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provision of the Companies Act 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

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 inthe Report of Board of Directors) Rules 1988 are not applicable to the Company.

FOREIGN EXCHANGE EARNING & OUTGO

Rs.

Current Year Previous Year
2012 to 2013 2011 to 2012
Amount (Rs.) Amount (Rs.)
Earnings 0.00 0.00
Outgoings 178079/- 160354485

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

As required by the Clause 49 of the Listing Agreement entered into with the StockExchanges a detailed Report on Corporate Governance along with the certificate of theStatutory 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 bemade in this regard.

The Management Discussion and Analysis Report also appears elsewhere in this AnnualReport 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 sameon the Web site. The Directors and Senior Management Personnel have affirmed theircompliance with the said code.

AUDIT COMMITTEE

The Audit Committee has been constituted by the Company pursuant to Section 292(A) ofthe 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 thecontinued support and confidence in the Company from its Shareholders FCCB HoldersSuppliers Bankers to the Company and financial institutions and all other businessassociates for their support and confidence reposed in the Company.

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

On behalf of the Board
Sd/-
Dhilin Mehta
(Managing Director)
Place : Mumbai
Date : 03.12.2013