Global Films & Broadcasting Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2014

Dear Members,

The financial highlights of the Company, for the year ended are summarized below.

(Rs. in Lac)

For the year ended

31st March, 2014 31st March, 2013

Total Revenue 36.40 28.35

Less: Total Expenses 36.10 27.27

Profit/(loss) before tax 0.30 1.08

Deferred Tax Liability/(Assets) - (0.02)

Less: Income Tax/Provision - 0.27

Profit/(loss) after Tax 0.30 0.83

Brought forward loss from previous year 9.34 8.51

Surplus/(deficit) carried to Balance sheet 9.63 9.34

OPERATIONS

The resources of the Company were optimally utilized to maximize the return with minimize risk.

PUBLIC DEPOSITS

Your Company has not accepted any Deposits within the meaning of Section 58A of Companies Act, 1956 and Rules made there under.

DIRECTORS

Mr. K. S. Sathi is liable to retire by rotation, being eligible, offers himself for re-appointment. The Board of Directors of the Company in their Meeting held on 19th August 2014, has proposed to appoint Mr. Mahesh Kumar Jani as Whole Time Director subject to the approval of Members in the Annual General Meeting.

The Company has received nomination of Mr. K. S. Sathi and Mr. Mahesh Kumar Jani for appointment as Directors in terms of Section149 of the Companies Act, 2013.

Mr. Anand Dalvi (DIN 02925642) and Mr. Rajesh Dedhia (DIN 00477958), Non executive Directors of the Company and Independent Directors as per Clause 49 of the Listing Agreement with Stock Exchanges are proposed to be appointed as Independent Directors for five consecutive years for a term up to March 31, 2019 in accordance with Section 149 of the Companies Act, 2013. Notices have been received from Members proposing the aforesaid three Directors as candidates for the office of Director of the Company. In the opinion of the Board, aforesaid persons fulfil the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as Independent Directors of the Company and are independent of the management. The Board considers that their continued association would be of immense benefit to the Company.

Accordingly, the Board recommends appointment of the aforementioned Directors for the approval by the shareholders of the Company.

AUDITORS

M/s. Sudhir M Desai & Co., Chartered Accountant, the Auditor of the Company, will retire at the conclusion of the ensuing Annual General Meeting and, being eligible; offer themselves for re-appointment to hold the office till the conclusion of the next Annual General Meeting.

The company has received the letter from auditor to the effect that their appointment would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956.

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. INE174D01027 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.

LISTING OF SHARES

The company''s shares are listed with The Bombay Stock Exchange and Madhya Pradesh Stock Exchange. Listing fees of Madhya Pradesh Stock Exchange is pending.

PARTICULARS OF EMPLOYEES

None of the employees are paid remuneration exceeding the limit laid down under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your directors hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to given a true and fair view of the state of affairs of the Company at the end of the financial year 31.3.2014 and of the Profit or Loss of the Company for that period;

(iii) That to the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) That they have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

Since, the Company do not have any manufacturing unit, all provisions of Section 217(1)(e) of the Companies Act, 2013, with regard to conservation of energy and technology absorption are not applicable to the Company at this stage.

The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

As required by the clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange, a detailed Report on the Corporate Governance, along with the certificate of Auditor on its compliance, is attached in this Annual Report elsewhere.

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 are also appearing in this Annual Report elsewhere and both the aforesaid Reports are incorporated as reference herein.

The Board of Directors of the Company adopted a Code of Conduct and posted the same on 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 pursuance to section 292(A) of the Companies Act, 1956 and under Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from the Banks, Government Authorities, Suppliers, Customers and all the local authorities.

Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employee of the company.

On behalf of the Board of Directors For Global Films and Broadcasting Limited

Sd/- Mahesh Jani Director

Place : Bhopal Date : 19.08.2014

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Mar 31, 2012

To, THE MEMBERS of GLOBAL FILMS & BROADCASTING LIMITED.

FINANCIAL RESULTS

The financial highlights of the Company, for the year ended are summarized below.

(Rs. in Lac)

For the year ended 31st March, 2012 31st March, 2011

Total Revenue 386.63 987.21

Less: Total Expenses 385.81 986.20

Profit/ (loss) before tax 0.83 1.01

Deferred Tax Liability/(Assets) 0.03 (0.04)

Less: Income Tax / Provision 0.25 0.23

Profit/ (loss) after Tax 0.55 0.82

Brought forward loss from previous year 7.96 7.13

Surplus/(deficit) carried to Balance sheet 8.51 7.96



OPERATIONS

During the year under review your company has earned a gross income of Rs. 386.63 Lacs for the financial year 2011-12, as compared to Rs. 987.21 Lacs in the previous year.

PUBLIC DEPOSITS

Your Company has not accepted any Deposits within the meaning of Section 58A of Companies Act, 1956 and Rules made there under.

DIRECTORS

In accordance with the requirements of the Companies Act 1956, Shri Sathi K S and Shri Mahesh Jani will retire by rotation and, being eligible offered them self for re-appointment, which is proposed in the Notice of the ensuring Annual General Meeting.

AUDITORS

M/s. Sudhir M Desai & Co., Chartered Accountant, the Auditor of the Company, will retire at the conclusion of the ensuing Annual General Meeting and, being eligible; offer themselves for re-appointment to hold the office till the conclusion of the next Annual General Meeting.

The company has received the letter from auditor to the effect that their appointment would be within the limits prescribed under section 224 (1B) of the Companies Act, 1956.

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. INE174D01027 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.

LISTING OF SHARES

The company''s shares are listed with The Bombay Stock Exchange and Madhya Pradesh Stock Exchange. Listing fees of Madhya Pradesh Stock Exchange is pending.

PARTICULARS OF EMPLOYEES

None of the employees are paid remuneration exceeding the limit laid down under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your directors hereby confirm:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) That they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to given a true and fair view of the state of affairs of the Company at the end of the financial year 31.3.2012 and of the Profit or Loss of the Company for that period;

(iii) That to the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) That they have prepared the annual accounts 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.

There are no transaction involving any foreign exchange earning & outgo.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

As required by the clause 49 of the Listing Agreement entered into with the Bombay Stock Exchange, a detailed Report on the Corporate Governance, along with the certificate of Auditor on its compliance, is attached in this Annual Report elsewhere.

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 are also appearing in this Annual Report elsewhere and both the aforesaid Reports are incorporated as reference herein.

The Board of Directors of the Company adopted a Code of Conduct and posted the same on 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 pursuance to section 292(A) of the Companies Act, 1956 and under Clause 49 of the Listing Agreement.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from the Banks, Government Authorities, Suppliers, Customers and all the local authorities.

Your Directors also wish to place on record their deep sense of appreciation for the committed services by the employee of the company.



By Order of the Board For Global Film & Broadcasting Limited

Sd/-

Mahesh Jani

Director

Place : Bhopal Date : 19.08.2012

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Mar 31, 2009

The Directors are pleased to present their 14™ Annual Report together with the Balance Sheet as at 31st March, 2009 and the Profit and Loss Accounts for the year ended 31st March, 2009 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

Rs. In Lacs Current Year Previous Year Ended Ended 31-03-2009 31-03-2008 (Rs.) (Rs.) Gross Income 168.46 407.45 Profit before Interest, Depreciation & Tax 00.99 04.77 Depreciation 00.50 00.83 Profit before Tax 00.49 03.94 Less : Provision For Tax 00.16 00.51 Profit after Tax 00.32 03.43 Profit / (Loss) brought from Previous Year 06.73 03.30 Balance carried to the Balance Sheet 07.05 06.73

PERFORMANCE;

The resources of the Company were optimally utilized to maximize the return with minimize risk. The Proactive and Pragmatic approach of the Company has reflected in the results in spite of the difficult and turbulent Economic conditions prevailing in the Country.

DIVIDEND:

Your Directors do not recommend any dividend for the year ended 31st March, 2009 in view to conserve the resources.

DIRECTORS:

Mr. Mahesh Jani, is liable to retire by rotation, being eligible, offers himself for re-appointment.

The Company has not received any nomination for appointment as a Director in terms of Section 252(1) of the Companies Act, 1956 from the small shareholders.

During the year under review, Mr Gopal Dave have resigned from the Board. The Board appreciates the valuable services offered by him during the tenure.

FIXED DEPOSITS:

The Company did not invite/accept/renew any fixed deposit during the year under review.

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.ENE174D01027 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.

LISTING OF SHARES:

Equity shares of the Company are listed with MP. Stock Exchange (Regional) and The Bombay Stock Exchange Limited, Mumbai. The Company is regular in payment of annual listing fees to these Stock Exchange.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s Sudhir M Desai & Co., Chartered Accountants, the Auditors of the Company who hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and have given a certificate under section 224(1B) of the Companies Act, 1956. Your Board recommend for their re-appointment on such a remuneration as may be determined by the Board and acceptable to them. The contents of the Auditors Report are self explanatory and needs no comments.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Since, the Company do not have any manufacturing unit, all provisions of Section 217(l)(e) of the Companies Act, 1956, with regard to conservation of energy and technology absorption are not applicable to the at this stage.

The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that;

1) In the preparation of the accounts, the applicable accounting standards have been followed.

2) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2009 and the profit of the Company for the year ended on that date.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4) The annual accounts of the Company have been prepared on a going concern basis.

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.

For and on behalf of the Board For Global Films & Broadcasting Limited sd/- Mahesh Jani Director Place: Bhopal Date : 07.09.2009