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Filmcity Media Ltd.

BSE: 531486 Sector: Media
NSE: N.A. ISIN Code: INE600B01033
BSE 00:00 | 04 Mar Filmcity Media Ltd
NSE 05:30 | 01 Jan Filmcity Media Ltd
OPEN 0.81
PREVIOUS CLOSE 0.82
VOLUME 6521
52-Week high 0.82
52-Week low 0.00
P/E 82.00
Mkt Cap.(Rs cr) 3
Buy Price 0.81
Buy Qty 189.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.81
CLOSE 0.82
VOLUME 6521
52-Week high 0.82
52-Week low 0.00
P/E 82.00
Mkt Cap.(Rs cr) 3
Buy Price 0.81
Buy Qty 189.00
Sell Price 0.00
Sell Qty 0.00

Filmcity Media Ltd. (FILMCITYMEDIA) - Director Report

Company director report

The Members

FILMCITY MEDIA LIMITED

Your Directors are pleased to present their 21ST Annual Report togetherwith the Balance Sheet and the Profit and Loss Accounts for the financial year ended 31stMarch 2015 and the Auditors Report thereon.

1. BUSINESS PERFORMANCE:

(Rs. In Lacs)
Year Ended 31-03- 2015 Year Ended 31-03- 2014
Particulars
Total Revenue 23.85 72.10
Less: Total Expenses 29.82 78.82
Profit/(Loss) before Tax (5.97) (6.72)
Less : Provision For Tax - -
Less : Deffered Tax - -
Less : Short/ Excess earlier year (0.08) -
Profit/ (Loss) after Tax (5.89) (6.72)

2. STATE OF AFFAIRS:

During the year under review the Company continued to make losses. As compared to thelosses of Rs. 6.72 Lacs in previous year 2013-14 the Company has incurred loss of Rs.5.89 Lacs.

3. DIVIDEND

In view of the losses made during the year the Board of Directors of your Company doesnot recommend any dividend for the year 2014-15.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid in last 7 years.

5. DIRECTORS

In accordance with the provisions of section 152[6] of the Act and in terms of Articlesof Association of the Company Mr. Rajkumar Modi [DIN: 01274171] will retire by rotationat the ensuing Annual General Meeting and being eligible offer himself for reappointment.The Board recommends his reappointment.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED

Mrs. Anjali Pareek was appointed as an Additional Director w.e.f. 01stApril 2015 and holds the said office till the date of the ensuing Annual General Meeting.A notice has been received from a member proposing her candidature for her reappointmentbeing eligible and offering herself for appointment as an Independent (Non-Executive)Director for five consecutive years from the date of ensuing Annual General Meeting to beheld on September 30 2015 upto September 30 2020 or upto the date of Annual GeneralMeeting to be held in the calendar year 2020 whichever is earlier and shall not be liableto retire by rotation A notice has been received from a member proposing Mrs. Pareek as acandidate for the office of Independent Director of the Company. In the opinion of theBoard Mrs. Pareek fulfils the conditions specified in the Companies Act 2013 and rulesmade thereunder for her appointment as an Independent Director of the Company. The Boardconsiders that her continued association would be of immense benefit to the Company.

7. DECLARATION OF INDEPENDENT DIRECTORS

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

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an established internal control system designed to ensureproper recording of financial and operational information compliance of various internalcontrols and other regulatory and statutory compliances. Internal Audit is conductedthroughout the organization by qualified independent Internal Auditors. Findings of theInternal Audit Report are reviewed by the Management and by the Audit Committee of theBoard and proper follow up actions are ensured wherever required.

9. CHANGE IN THE NATURE OF BUSINESS

During the period under review there is no change in the nature of business of theCompany. The Company continues to operate in the Media production & distribution.

10. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act 2013 the Directors state that:

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

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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;

e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

12. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 (herein after referred to as "theAct") forms an integral part of this Report as "Annexure A".

13. MEETINGS OF THE BOARD

During the year Five (5) Board Meetings were held by the Company on 30thMay 2014 14th August 2014 15th November 2014 11thDecember 2014 and 13th February 2015.

The intervening gap between the meetings was as prescribed under the Companies Act2013 and Clause 49 of the Listing Agreement entered with the BSE. The details of theCommittee Meetings held during the period under review forms part of the CorporateGovernance Report.

14. NOMINATION AND REMUNERATION COMMITTEE POLICY

The Board has on the recommendation of the Nomination & Remuneration committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

15. AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company comprises of three (3)Members namely Mr. Rajkumar Modi Mr. Mahesh Kumar Jani and Mr. Pankaj Kumar Dave.Two-third of the Members are Independent Directors and one is Executive Director. TheChairman of the Committee is Mr. Pankaj Kumar Dave who is an Independent Director. Thedetails of terms of reference of Audit Committee number and dates of meetings held andattendance of the Members therein have been specified separately in the attached CorporateGovernance Report. The Board accepted the recommendations of the Audit Committee whenevermade by the Committee during the year.

16. AUDITORS & AUDITORS REPORT

M/s. Sudhir M Desai & Co. the Auditors retire at the ensuing Annual GeneralMeeting and being eligible offer themselves for reappointment. The Company has receivedthe letter from Auditors to the effect that their appointment if made it would be withinthe prescribed limits under Section 139 of the Companies Act 2013.

The Statutory Auditors M/s. Sudhir M Desai & Co. Chartered Accountants have issuedtheir reports on Standalone Financial Statements for the year ended 31st March2015. There are no adverse remarks or qualifications in the said report. The Notes onAccounts referred to in the Auditors’ Report are self-explanatory and do not call forany further comments.

Your Directors recommend reappointment of M/s. Sudhir M Desai & Co. as the Auditorsof the Company.

17. INTERNAL AUDITOR

The Company has appointed M/s. Harish Choudhary & Associates CharteredAccountants (Firm Registration No. 137444W) as Internal Auditor of the Company as perSection 138 of the Act.

18. SECRETARIAL AUDIT REPORT

In compliance with the provisions of Sec 204 and other applicable provisions ofCompanies Act 2013 a secretarial audit was conducted during the year by SecretarialAuditors M/s. Mayank Arora & Co Practicing Company Secretaries. The SecretarialAuditor’s Report is attached as Annexure and forms part of this report. There are noqualifications or observations or remarks made by the Secretarial Auditors in their AuditReport. The Secretarial Audit Report forms part of this Notice as "AnnexureB".

19. BOARD PROCEDURE

Board members are given appropriate documents and information in advance of each Boardand Committee Meeting to enable the Board to discharge its responsibilities effectively bytaking well informed decisions. To enable the Board to discharge its responsibilitieseffectively the Managing Director reviews Company’s overall performance. Thefunctions performed by the Board includes in addition to the legal matters compulsorilyrequired to be performed by it review of:

• Strategy and Business Plan;

• Annual operating and capital expenditure budgets;

• Investment and exposure limits;

• Compliance with statutory/regulatory requirements and review of major legalissues;

• Approval of quarterly/annual results and

• Review of the minutes of the Board Meeting Audit Committee MeetingStakeholders Relationship Committee and Nomination & Remuneration Committee.

20. RISK MANAGEMENT

The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company’s competitive advantage. The businessrisk framework defines the risk management approach across the enterprise at variouslevels including documentation and reporting. The framework has different risk modelswhich help in identifying risks trend exposure and potential impact analysis at a Companylevel as also separately for business divisions. Risk management forms an integral part ofthe Company’s planning cycle.

21. FIXED DEPOSITS

The Company has not accepted any deposit from the general public within the meaning ofSection 73 of the Companies Act 2013 and the rules made there under.

22. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered by the Company during the year ended 31stMarch 2015 with related parties were in the ordinary course of business and on anarm’s length basis. There were no materially significant related party transactionsmade by the Company with Promoters Directors Key Managerial Personnel or otherdesignated persons which may have a potential conflict with the interest of Company atlarge. Since all related party transactions entered into by the Company were in theordinary course of business and were on an arm’s length basis Form AOC-2 is notapplicable to the Company.

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186

Details of Loan Guarantees and Investments covered under the provisions of the Actare disclosed in the notes to the Financial Statements.

24. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year ended 31st March 2015 there were no material changes andcommitment affecting the financial position of the Company that have occurred between theyear ended 31st March 2015 to which financial results relate and the date ofthe Report.

25. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination and Remuneration and other Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.

26. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Since the provisions as laid down in the Section 135 of the Companies Act 2013 are notapplicable to the Company hence no such Committee has been formed. However Company hadalways tried in its best possible ways to involve itself in social development activities.

27. SHARES

a. Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares

No Bonus Shares were issued during the year under review.

d. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees.

28. SHARE CAPITAL

The Issued Subscribed & Paid up Capital of the Company as on 31st March2015 stands at Rs. 30570969/- divided into 30570969 Equity Shares of Re. 1/- each.During the year the Company has not issued shares with differential voting rights norgranted any stocks options or sweat equity.

29. DEMATERIALISATION OF SHARES

Your Company has connectivity with the National Securities Depository Limited (NSDL)& Central Depository Services (India) Limited (CDSL) for dematerialization of itsEquity Shares. The ISIN No. INE600B01033 has been allotted for the Company Shares.Therefore the members and/or investors may keep their shareholdings in the electronicmode with their Depository Participant.

30. LISTING OF SHARES

Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. YourCompany had duly paid the Annual Listing Fees to the Stock Exchange.

31. INSURANCE

The fixed assets of the Company have been adequately insured.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated a vigil mechanism (whistle blower policy) for its directorsand employees of the Company for reporting genuine concerns about unethical practices andsuspected or actual fraud or violation of the code of conduct of the Company as prescribedunder the Companies Act 2013 and Clause 49 of the Listing Agreement. This vigil mechanismshall provide a channel to the employees and Directors to report to the managementconcerns about unethical behavior and also provide for adequate safeguards againstvictimization of persons who use the mechanism and also make provision for direct accessto the Chairperson of the Audit Committee in appropriate or exceptional cases.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review there were no significant and material orders passed bythe Regulators/Courts which would impact the going concern status of the Company and itsfuture operations.

34. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is presented in a separate section formingpart of this Annual Report.

35. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement entered with the BSE a separate Report onCorporate Governance practices followed by the Company together with a Certificate fromthe Company’s Auditors confirming compliance forms an integral part of this Report.

Further as per Clause 49 of the Listing Agreement entered with the BSE CEO/CFOCertification confirming the correctness of the financial statements adequacy of theinternal control measures and reporting of matters to the Audit Committee forms anintegral part of this Report.

36. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees’ particulars which is available for inspection by theMembers at the Registered Office of the Company during business hours on working days ofthe Company up to the date of the ensuing AGM. If any Member is interested in obtaining acopy thereof such Member may write to the Compliance Officer in this regard.

37. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE

There was no technology absorption and no foreign exchange earnings or outgo duringthe year under review. Hence the information as required under Section 134(3)(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 is to be regarded asNil. The Company has not entered into any technology transfer agreement.

38. ACKNOWLEDGEMENT

Your Directors take the opportunity to express their grateful appreciation for theexcellent assistance and co-operation received from their Bankers Customers etc. YourDirectors also thank all the shareholders for their continued support and all theemployees of the Company for their valuable services during the year.

Registered Office: ByOrder of the Board of Directors
A-9 Shree Siddhivinayak Plaza For Filmcity Media Limited
Plot No. B 31 Off Link Road Sd/-
Andheri (w) mumbai 400 053. (Mr. Raj Kumar Modi)
Tel : 65501200 Director
DIN: 01274171
Place: Mumbai
Date: 13.08.2015

Annexure B

Secretarial Audit Report FORM NO. MR-3

[Pursuant to section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

To

The Members FILMCITY MEDIA LIMITED

A-9 Shree Siddhivinayak Plaza 3rd Floor Plot No.B-31 off Link Road OshiwaraAndheri (W) Mumbai - 400053

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate governance practice by M/s. FilmcityMedia Limited (hereinafter called "the Company"). Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the corporateconducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s Books Papers Minutes Books Forms andReturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorizedrepresentatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe financial year ended 31stMarch 2015 complied with the statutoryprovisions listed hereunder and also that the Company has proper Board processes andcompliance mechanism in place to the extent in the manner and subject to the reportingmade hereinafter.

I have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s. Filmcity Media Limited ("the Company") for thefinancial year ended on 31stMarch 2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder for specifiedsections notified and came into effect from 12th September 2013 and sections and Rulesnotified and came into effect from 1st April 2014;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv)Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment and Overseas Direct Investment (not applicableto the Company during the Audit Period);

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Regulations 2009 and The Securities and Exchange Boardof India (Share Based Employee Benefits) Regulations 2014 notified on 28th October2014(not applicable to the Company during the Audit period);

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008(not applicable to the Company during the Audit period);

f. The Securities and Exchange Board of India (Registrar to an Issue and Share TransferAgents) Regulations 1993 and g. The Securities and Exchange Board of India (Delisting ofEquity Shares) Regulations 2009 (not applicable to the Company during the Audit period)and;

(vi) Other Laws applicable to the Company as per the representations made by theCompany.

In case of Direct and Indirect Tax Laws like Income Tax Act Service Tax Act Excise& Custom Acts I have relied on the Reports given by the Statutory Auditors of theCompany.

I have also examined compliance with the applicable clause of the following:

a. Secretarial Standards issued by The Institute of Company Secretaries of India. (notnotified hence not applicable the Company during the Audit Period); and b. The ListingAgreements entered into by the Company with Bombay Stock Exchange Limited.

During the financial year under review the Company has complied with the provisions ofthe Companies Act 2013 Companies Act 1956 Rules Regulations Guidelines Standardsetc. mentioned above subject to the following observations:

1. As required under Section 108 of the Companies Act 2013 read with Rule 20 ofCompanies (Management and Administration) Rules 2014 the Company was required to giveNewspaper Notice for providing E-Voting facility to the members of the Company five daysbefore the Commencement of E- Voting period. However the Company has not complied withthe same

2. Pursuant to Clause 31 (a) of the listing agreement the Company was required tosubmit copy of Annual Report along with Form A or B as applicable to the stock exchangeat least twenty one days before the Annual General Meeting. However the Company hassubmitted the Annual Report to the Bombay stock exchange Limited after expiry of theprescribed time limit.

3. The Company has not filed Form MGT-14 (Approval of Unaudited Financials for 30thJune 2014) Form MGT-14 (Approval of Unaudited Financials for 30th September2014 and appointment of Internal Auditor) Form MGT-14 (Approval of Unaudited Financialsfor 31st December 2014 and Appointment of Secretarial Auditor) Form ADT-1(Information to the Registrar by Company for appointment of Auditor) Form MGT-15 (FilingReport on Annual General Meeting) with the Registrar of Companies.

4. The Company is required to submit half yearly Certificate under Clause 47 of ListingAgreement with the Stock Exchange within 30 days from the half year end. However theCompany has not submitted the said certificate for half year ended 31st March2014 and 30th September 2014.

5. The Company is required to submit Reconciliation of Share Capital Audit Report asper regulation 55A of SEBI (Depositories and Participants) Regulations 1996 within 30days from the end of the quarter. However the Company has submitted the said report forthe quarter ended 31st March 2014 30th June 2014 and 30thSeptember 2014 to the Bombay Stock Exchange Limited after the expiry of the prescribedtime limit further the Company has not submitted the Reconciliation of Share CapitalAudit Report for the quarter ended 31st December 2014.

6. The Company is required to file Shareholding pattern under Clause 35 of ListingAgreement within 21 days from the end of the quarter. However the Company has filedClause 35 for the quarter ended 31st March 2014 30th June 201430th September 2014 and 31st December 2014 with Bombay StockExchange Limited after the expiry of the prescribed time limit.

7. The Company is required to file quarterly compliance report on Corporate Governanceunder Clause 49 of the Listing Agreement within 15 days from the end of quarter. Howeverthe Company has submitted Clause 49 for the quarter ended 31st March 2014 30thJune 2014 and 30thSeptember 2014 with Bombay Stock Exchange Limited after the expiry ofthe said period of 15 days. Further pursuant to SEBI Circular CIR/CFD/POLICY CELL/7/2014dated 15th September 2014 compliance with provisions of Clause 49 is not applicable tothe Company wef Quarter ended 31st December 2014.

8. Pursuant to Clause 41 of the listing agreement the Company has to submit unauditedfinancial results within 45 days from the end of the quarter. However the Company hassubmitted the results to Bombay Stock Exchange Limited for the Quarter ended 31stMarch 2014 30th June 2014 and 30th September 2014 after theprescribed time limit.

9. The Company has not published notice in Newspaper for convening Board Meeting forapproval of Financial Results for quarter ended 31st March 2014 30thJune 2014 30th September 2014 and 31st December 2014 as perClause 41 of the Listing Agreement.

10. The Company has not published notice in Newspaper for Quarterly Financial Resultsfor the quarter ended 31st March 2014 30th June 2014 30thSeptember 2014 and 31st December 2014 as per Clause 41 of the ListingAgreement.

11. As per Clause 41(III) of the Listing Agreement the Company was required to giveprior 7 clear days Notice for Board Meetings to stock Exchange. However adequate Noticewas not given to BSE for the Board Meeting held on 15.11.2014. Further the Company hasnot intimated to BSE for the Board Meetings held on 30.05.2014 and 14.08.2014.

12. The Company has not done Annual Filing for the Financial Year ended 31st March2013 and 31st March 2014 with Registrar of Companies.

13. The Company is required to convey Board Meeting for approval of Unaudited FinancialResults for the quarter ended 30th September 2014 on or before 14thNovember 2014. However the Board meeting was held on 15th November 2014 i.e.after due date.

14. The Company has not submitted proceedings of AGM under Clause 31(d) of the ListingAgreement to the Bombay Stock Exchange Limited.

15. As per various provisions of the Companies Act 2013 and Listing Agreement theCompany is required to post various information policies on the website of the Company.However the Company has not maintained and posted any information policies on thewebsite of the Company.

16. As per Section 91 of Companies Act 2013 read with Companies (Management andadministration) Rules 2014 the Company is required to publish notice in newspaper forclosure of register of members. However the Company has not published the notice of Bookclosure in the newspaper.

17. As per provisions of Section 203(1) of the Companies Act 2013 the Company isrequired to appoint the following Key Managerial Personnel: a. Managing Director or ChiefExecutive Officer or manager and in their absence a Whole-Time Director. b. CompanySecretary c. Chief Financial Officer The Company has appointed an Executive Director.However the Company has not appointed Company Secretary and Chief Financial Officer.

18. The Company is required to submit Disclosures under Regulation 30(1) and 30(2) ofSEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011within 7 workingdays from the end of each financial year. However the Company has not submittedRegulation 30(1) and 30(2) to the stock exchange.

19. The Company had appointed Mr. Pankaj Dave and Mr. Raj Modi on 4thJanuary 2013 and Mr. Mahesh Jani on 11th March 2013 as an AdditionalDirector. The Company has passed resolution for their regularization in the ensuing AnnualGeneral Meeting held on 30th September 2013. However the Company has notfiled Form-32/DIR-12 with Registrar of Companies for the same.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the year under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views if anyare captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines. I further report that during theaudit period there were no instances of:

i. Public / Rights / debentures / sweat equity.

ii. Buy-Back of securities.

iii. Major decisions taken by the Members in pursuance to Section 180 of the CompaniesAct 2013.

iv. Merger / amalgamation / reconstruction etc.

v. Foreign technical collaborations

This report is to be read with my letter of even date which is annexed as Annexure Iand form an integral part of this report.

Date:- 13.08.2015 For Mayank Arora& Co.
Place :- Mumbai Sd/-
Mayank Arora
Proprietor
CP - 13609

Annexure I

To

The Members FILMCITY MEDIA LIMITED

A-9 Shree Siddhivinayak Plaza 3rd Floor Plot No.B-31 off Link Road OshiwaraAndheri (W) Mumbai - 400053

My report of even date is to read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onmy audit.

2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provided areasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records andBook of Accounts of the Company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulation standards is the responsibility of management. My examination was limited tothe verification of procedures on the test basis.

6. The Secretarial audit report is neither an assurance as to the future viability ofthe Company nor of the efficiency or effectiveness with which the management has conductedthe affairs of the Company.

7. I have reported in my audit report only those non-compliance especially inrespect of filing of applicable forms/documents which in my opinion are material andhaving major bearing on financials of the Company.

Date:- 13.08.2015 For Mayank Arora& Co.
Place :- Mumbai Sd/-
Mayank Arora
Proprietor
CP - 13609