Filmcity Media Ltd Directors Report.

The Members,

FILMCITY MEDIA LIMITED

Your Directors are pleased to present their 21ST Annual Report together with the Balance Sheet and the Profit and Loss Accounts for the financial year ended 31st March, 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 the losses 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 does not 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 was no 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 Articles of Association of the Company, Mr. Rajkumar Modi [DIN: 01274171] will retire by rotation at 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. 01st April, 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 reappointment being 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 be held on September 30, 2015 upto September 30, 2020 or upto the date of Annual General Meeting to be held in the calendar year 2020, whichever is earlier and shall not be liable to retire by rotation A notice has been received from a member proposing Mrs. Pareek as a candidate for the office of Independent Director of the Company. In the opinion of the Board, Mrs. Pareek fulfils the conditions specified in the Companies Act, 2013 and rules made thereunder for her appointment as an Independent Director of the Company. The Board considers 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 they fulfil 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.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Internal Audit is conducted throughout the organization by qualified independent Internal Auditors. Findings of the Internal Audit Report are reviewed by the Management and by the Audit Committee of the Board 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 the Company. 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 had been followed along with proper explanation relating to material departures;

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

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

d) the directors had prepared the annual accounts on a going concern basis;

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

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

12. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") 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 30th May, 2014, 14th August, 2014, 15th November, 2014, 11th December, 2014 and 13th February, 2015.

The intervening gap between the meetings was as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the BSE. The details of the Committee Meetings held during the period under review forms part of the Corporate Governance Report.

14. NOMINATION AND REMUNERATION COMMITTEE POLICY

The Board has on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The 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. The Chairman of the Committee is Mr. Pankaj Kumar Dave who is an Independent Director. The details of terms of reference of Audit Committee, number and dates of meetings held and attendance of the Members therein have been specified separately in the attached Corporate Governance Report. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

16. AUDITORS & AUDITORS REPORT

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

The Statutory Auditors M/s. Sudhir M Desai & Co., Chartered Accountants have issued their reports on Standalone Financial Statements for the year ended 31st March 2015. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

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

17. INTERNAL AUDITOR

The Company has appointed M/s. Harish Choudhary & Associates, Chartered Accountants, (Firm Registration No. 137444W) as Internal Auditor of the Company as per Section 138 of the Act.

18. SECRETARIAL AUDIT REPORT

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, a secretarial audit was conducted during the year by Secretarial Auditors M/s. Mayank Arora & Co, Practicing Company Secretaries. The Secretarial Auditor’s Report is attached as Annexure and forms part of this report. There are no qualifications or observations or remarks made by the Secretarial Auditors in their Audit Report. The Secretarial Audit Report forms part of this Notice as "Annexure B".

19. BOARD PROCEDURE

Board members are given appropriate documents and information in advance of each Board and Committee Meeting to enable the Board to discharge its responsibilities effectively by taking well informed decisions. To enable the Board to discharge its responsibilities effectively, the Managing Director reviews Company’s overall performance. The functions performed by the Board includes, in addition to the legal matters compulsorily required 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 legal issues;

• Approval of quarterly/annual results and

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

20. RISK MANAGEMENT

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business divisions. Risk management forms an integral part of the Company’s planning cycle.

21. FIXED DEPOSITS

The Company has not accepted any deposit from the general public within the meaning of Section 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 31st March 2015 with related parties were in the ordinary course of business and on an arm’s length basis. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of Company at large. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm’s length basis, Form AOC-2 is not applicable 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 Act, are 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 and commitment affecting the financial position of the Company that have occurred between the year ended 31st March 2015 to which financial results relate and the date of the Report.

25. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees. The manner in which the evaluation 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 not applicable to the Company, hence no such Committee has been formed. However, Company had always 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 March 2015 stands at Rs. 30,570,969/- divided into 30,570,969 Equity Shares of Re. 1/- each. During the year, the Company has not issued shares with differential voting rights nor granted 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 its Equity Shares. The ISIN No. INE600B01033 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

30. LISTING OF SHARES

Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. Your Company 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 directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement. This vigil mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to 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 by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

34. MANAGEMENT DISCUSSION AND ANALYSIS

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

35. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on Corporate Governance practices followed by the Company, together with a Certificate from the 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/CFO Certification confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee forms an integral 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 employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy 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, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is to be regarded as Nil. The Company has not entered into any technology transfer agreement.

38. ACKNOWLEDGEMENT

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co-operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees 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, Oshiwara, Andheri (W), Mumbai - 400053

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

Based on my verification of the Company’s Books, Papers, Minutes Books, Forms and Returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorizedrepresentatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the financial year ended 31stMarch, 2015, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

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

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

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made 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 thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment (not applicable to the Company during the Audit Period);

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

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) 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 Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Regulations, 2009, and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28th October 2014(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 Transfer Agents) Regulations, 1993 and g. The Securities and Exchange Board of India (Delisting of Equity 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 the Company.

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 the Company.

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

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

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

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

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

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

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

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

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

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

8. Pursuant to Clause 41 of the listing agreement, the Company has to submit unaudited financial results within 45 days from the end of the quarter. However, the Company has submitted the results to Bombay Stock Exchange Limited for the Quarter ended 31st March, 2014, 30th June, 2014 and 30th September, 2014 after the prescribed time limit.

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

10. The Company has not published notice in Newspaper for Quarterly Financial Results for the quarter ended 31st March, 2014, 30th June, 2014, 30th September, 2014 and 31st December, 2014 as per Clause 41 of the Listing Agreement.

11. As per Clause 41(III) of the Listing Agreement, the Company was required to give prior 7 clear days Notice for Board Meetings to stock Exchange. However, adequate Notice was not given to BSE for the Board Meeting held on 15.11.2014,. Further the Company has not 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 March, 2013 and 31st March, 2014 with Registrar of Companies.

13. The Company is required to convey Board Meeting for approval of Unaudited Financial Results for the quarter ended 30th September, 2014 on or before 14th November, 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 Listing Agreement to the Bombay Stock Exchange Limited.

15. As per various provisions of the Companies Act, 2013 and Listing Agreement, the Company 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 the website of the Company.

16. As per Section 91 of Companies Act, 2013 read with Companies (Management and administration) Rules, 2014, the Company is required to publish notice in newspaper for closure of register of members. However, the Company has not published the notice of Book closure in the newspaper.

17. As per provisions of Section 203(1) of the Companies Act, 2013, the Company is required to appoint the following Key Managerial Personnel: a. Managing Director or Chief Executive Officer or manager and in their absence, a Whole-Time Director. b. Company Secretary 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) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011within 7 working days from the end of each financial year. However, the Company has not submitted Regulation 30(1) and 30(2) to the stock exchange.

19. The Company had appointed Mr. Pankaj Dave and Mr. Raj Modi on 4th January, 2013 and Mr. Mahesh Jani on 11th March, 2013 as an Additional Director. The Company has passed resolution for their regularization in the ensuing Annual General Meeting held on 30th September, 2013. However, the Company has not filed 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 of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act.

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

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

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. I further report that during the audit 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 Companies Act, 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 I and 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, Oshiwara, Andheri (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 the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provided a reasonable basis for my opinion.

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

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

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

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

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

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