Shree Ashtavinayak Cine Vision Ltd Directors Report.

DIRECTORS

Dear Member,

Your 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  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 "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 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.

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(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.

Current Year Previous Year
2012 to 2013 2011 to 2012
Amount (Rs.) Amount (Rs.)
Earnings 0.00 0.00
Outgoings 1,78,079/- 16,03,54,485

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.

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