Moving Picture Company I Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting their 27th Annual Report of the Company along with Audited Accounts for the Financial Year ended 31st March 2016.

1. FINANCIAL RESULTS:

The Company’s financial performance is given hereunder:

(Rs.)

Particulars	Financial Year ended 31.03.2016	Financial Year ended 31.03.2015
Sales & other income	0	0
Profit before tax	(9,64,871.92)	(11,32,545.87)
Less Provision of Tax	0	0
Profit after tax	(964871.92)	(11,32,545.87)
Appropriations:
Equity Dividend
(i) Interim	0	0
(ii) Final	0	0
Corporate Tax on Dividend
(i) Interim	0	0
(ii) Final	0	0
Transfer from Debenture Redemption Reserve	0	0
Balance of profit brought forward from previous year	(2,563,20,053.50)	(2,193,07,951.56)
Balance carried to Balance Sheet	(2,572,84,925.42)	(2,563,20,053.50)

2. DIVIDEND:

Due to loss incurred by the Company during the financial year, the Board has not recommended any dividend for the year ended 31st March 2016.

3. RESERVES:

No amount is proposed to be transferred to General Reserves for the financial year 2015-16.

4. BRIEF DESCRIPTION OF THE COMPANY’S WORKING DURING THE YEAR/STATE OF COMPANY’S AFFAIR:

The Company is engaged in production of T.V Serial Making. During the year, some of the major operations of the Company had been substantially reduced; the performance of the Company is expected to be better in the coming years.

5. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the company during the financial year under review.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, no material or serious observations has been received from the Internal Auditors of the Company regarding inefficiency or inadequacy of such control.

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company has no Subsidiary/ Joint Ventures/Associate Companies.

9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

The Company has no Subsidiary/ Joint Ventures/Associate Companies.

10. DEPOSITS

The Company has not accepted any deposits during the financial year under review.

11. AUDITOR’S AND THEIR REPORT

Your Directors requested that the appointment of M/s K. L. Datta & Co., Chartered Accountants needs to be ratified at their Annual General Meeting and being eligible offers themselves for ratification. The Company has received a certificate from the auditors to the effect that their ratification if made, would be in accordance with the provision of section 141 of the Companies Act 2013.

Comments of the Auditors in their report and the notes forming part of the Accounts, are self explanatory and need no comments. During the year under review, the auditor needs not to be routed as they have not completed the tenure of 3 years.

12. COST AUDITOR’S AND THEIR REPORT

The Concept of Cost Audit is not applicable to the Company.

13. APPOINTMENT OF SECRETARIAL AUDITORS AND THEIR REPORT

The Company has appointed M/s Himanshu Sharma & Associates, Company Secretaries to hold the office of the Secretarial Auditors and to conduct the Secretarial Audit Report and the Secretarial Audit Report (Form No. MR.3) is being attached with the Directors Report which is self explanatory and needs no comments. (Attached as Annexure - I).

14. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

15. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from M/s Himanshu Sharma & Associates, Company Secretaries of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

16. SHARE CAPITAL

A) Issue of equity shares with differential rights

The Company has not issued equity shares with differential rights.

B) Issue of sweat equity shares

The Company has not issued sweat equity shares.

C) Issue of employee stock options

The Company has not issued employee stock options.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

Since shares of the Company has not purchased by the employees or trustees for their benefits therefore there is no requirement for the provision of money to be made by the Company for the same purpose.

17. EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in Form No.MGT- 9. (Attached as Annexure - II)

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL :

A) Changes in Directors and Key Managerial Personnel

The Board consists of non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

During the year Mr. Lalit Varma resigned from the post of Director w.e.f 14 August 2015 and Mr. Sanjay Dhawan was appointed as Director of the Company.

Mr. Manish Chopra resigned from the post of Company Secretary w.e.f 14^th August, 2015 and Ms. Tanu Chandel was appointed the new Company Secretary in his place.

Further Ms. Tanu Chandel, Company Secretary resigned w.e.f 10^th February 2016 and Ms. Shruti Thakur was appointed w.e.f 28th March 2016 as Company Secretary in her place.

B) Formal Annual Evaluation

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

• Attendance of Board Meetings and Board Committee Meetings

• Quality of contribution to Board deliberations

• Strategic perspectives or inputs regarding future growth of Company and its performance

• Providing perspectives and feedback going beyond information provided by the management

• Commitment to shareholder and other stakeholder interests.

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors met Five times during the financial year 2015-16 on 30^th May 2015, 14^th August 2015, 13th November 2015, 15^th February 2016 and 28^th March 2016 as detailed in the Corporate Governance Report.

20. MANAGERIAL REMUNERATION:

The Company did not have any employee falling under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

Since no director of the Company was in receipt of any remuneration or commission therefore the company is not required to make disclosure under the applicable provisions of the Companies Act, 2013.

21. DISCLOSURE REGARDING VARIOUS COMMITTEES:

There are currently three Committee of the Board which is as follows:

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders’ Relationship Committee

Details of all the Committees along with their composition, charters and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

22. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report forming part of annual report.

23. RISK MANAGEMENT POLICY

In terms of new provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, contemporary practices of good Corporate Governance, Company has developed the policies & procedures to assess the risk associated with the company and minimization thereof and periodically informed the Board of Directors for their review to ensure that the executive management, controls the risk in accordance with defined policies and procedures adopted by the company.

24. LISTING

The shares of the Company are listed at Ahmadabad, Calcutta and Bombay Stock Exchange Ltd.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since the Company is not meeting any criteria laid down under Section 135(1) of the Companies Act, 2013, the Company is not required to constitute Corporate Social Responsibility Committee and also not required to contribute any amount towards the Corporate Social Responsibility Activities.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:-

The Company has not given any loan, guarantee or Investment pursuant to Section 186 of the Companies Act, 2013 during the financial year under review.

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:-

The Company has not entered any contract or made any arrangement with the related parties during the financial year.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace. During the year Company has not received any complaint of harassment.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy: N.A.

(B) Technology absorption: N.A.

(C) Foreign exchange earnings and Outgo: N.A.

31. DIRECTORS’ RESPONSIBILITY STATEMENT:

The Board hereby affirms:

(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 control 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.

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, various state governments, the Banks/ financial institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company’s success. The Directors look forward to their continued support in future.

By Order of the Board of Directors For MOVING PICTURE COMPANY (INDIA) LIMITED

Ramesh Sharma	Bhim Sain Goyal
Director	Director
DIN:00021655	DIN:02139510

Place: New Delhi

Date: 10.08.2016