21ST ANNUAL REPORT 2011 - 2012 - Bombay Stock Exchange · Shri Harsh Jain was appointed as an...

Divine Multimedia (India) Ltd.

(FORMERLY KNOWN AS KALEIDOSCOPE FILMS LIMITED)

ST21 ANNUAL REPORT2011 - 2012

Registered Office 1st Floor, Panorama Complex

R. C. Dutt Road, Alkapuri,Vadodara – 390 007.

CONTENTS PAGE NO.

Notice…………………..….................1-4

Directors Report…….…….……….…5-6

Management Discussion& Analysis Report…….…......................7

Corporate Governance Report…….. 8-14

Auditors Report………..………….15-17

Balance Sheet….………………….......18

Profit and Loss Account……….….….19

Notes......……………………….....20-25

Cash Flow Statement………..………..26

Email Registration………….…..……27

Proxy And Attendance Slip..................28

BOARD OF DIRECTORS

Mr. Prakash Biharilal DhebarMs. Smita PandyaMr. Lokanath MishraMr. Harsh Jain

AUDITORS

M/s. Subhash Shah & Co.Chartered Accountants520, Centre Point, 5th FloorR. C. Dutt Road, AlkapuriVadodara – 390 005

BANKERS

Axis Bank LimitedCosmos Co. Op. Bank Limited

REGISTRAR ANDTRANSFER AGENT

MCS LimitedNeelam Apartment,88, Sampatrao Colony,Behind Federation Building,Alkapuri, Vadodara.

CORPORATE OFFICE 609, Raheja Centre,214, Nariman Point,Mumbai - 400 021.

Email – [email protected]

DIVINE MULTIMEDIA (INDIA) LIMITED(FORMERLY KNOWN AS KALEIDOSCOPE FILMS LIMITED)

1

1

NOTICE

STNOTICE is hereby given that the 21 ANNUAL GENERAL MEETING of the members of Divine th stMultimedia (India) Limited will be held on Saturday, the 29 September, 2012 at 3.00 P. M. at, 1 Floor,

Panorama Complex, R.C. Dutt Road, Alkapuri, Vadodara - 390 007 to transact the following business :

ORDINARY BUSINESS:-

1. To consider and adopt the Audited Balance Sheet as at 31st March, 2012, Profit & Loss Account, Cash Flow Statement as at that date, the Report of the Board of Directors and Auditor's Report thereon.

2. To appoint a Director in place of Shri Prakash Dhebar, who retires by rotation and being eligible, offers himself for reappointment.

3. To appoint M/s. Motilal and Associates, Chartered Accountants, Mumbai (FRN : 106584W), as

Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

"RESOLVED THAT M/s. Motilal and Associates, Chartered Accountants, Mumbai (FRN : 106584W),

be and is hereby appointed as a Auditor of the Company to hold the office from the conclusion of this

Annual General Meeting until the conclusion of the next Annual General Meeting at a remuneration

to be fixed by the Board of Directors in consultation with the Audiors.”

SPECIAL BUSINESS:-

4. APPOINTMENT OF DIRECTORTo Consider and if thought fit, to pass with or without modifications, the following resolution as a Ordinary Resolution:-

"RESOLVED THAT Shri Harsh Jain, who was appointed as Additional Director of the Company and

who holds office up to the date of this Annual General Meeting and in respect of whom a notice has

been received from a Member of the Company in terms of Section 257 of the Companies Act, 1956, be

and is hereby appointed as a Director of the Company."

5. APPOINTMENT OF WHOLE TIME DIRECTORTo Consider and if thought fit, to pass with or without modifications, the following resolution as a Ordinary Resolution:-

"RESOLVED THAT pursuant to the provisions of Sections 198, 269 and 309 read with Schedule XIII

and all other applicable provisions, if any, of the Companies Act, 1956 including any statutory

modification or re-enactment thereof, approval of the members of the company be and is hereby

accorded to the appointment of Shri Harsh Jain as the Whole Time Director of the company for a

period of 3 years with effect from 1st September, 2012 upon the terms and conditions including

remuneration as set out in draft agreement submitted to this meeting and initialled by the Chairman

for the purpose of identification, which agreement be and is hereby approved and sanctioned with

the authority to the Board of directors of the Company to alter and vary the terms and conditions of

the said appointment and/or agreement in such manner as the Board may deem fit and as may be

acceptable to Shri Harsh Jain, the Whole Time Director.”

ST21 ANNUAL REPORT 2011 - 2012

2

6. DELISTING OF SHARES FROM VADODARA STOCK EXCHANGE

To Consider and if thought fit, to pass with or without modifications, the following resolution as a Special Resolution:-

"RESOLVED THAT subject to the provisions of the Companies Act, 1956, Securities Contracts

(Regulation) Act, 1956 and the rules framed there under, Listing Agreement, Securities and Exchange

Board of India (Delisting of Equity Share) Regulations, 2009 (including any statutory

modification(s) or re-enactment thereof for the time being in force and as may be enacted

hereinafter) and all other applicable laws, rules, regulations and guidelines and subject to all such

approvals, permissions and sanctions, as may be necessary and subject to such conditions and

modifications as may be prescribed or imposed with granting such approvals, permissions and

sanctions, which may be agreed to, by the Board of Directors of the Company, consent is hereby

accorded to delist the Company's equity shares' from Vadodara Stock Exchange."

RESOLVED FURTHER THAT Board of Directors of the Company be and are hereby authorisedto

file the necessary application to the Vadodara Stock Exchange Ltd and to take all steps as may be

necessary to give effect to the aforesaid resolution and to do all such acts deeds, matters and things as

may be deemed necessary in this regard."

By Order of the Board For DIVINE MULTIMEDIA (INDIA) LIMITED

PRAKASH DHEBARMANAGING DIRECTOR

Date : 01/09/2012 Place : Vadodara


3

NOTES :-

1. The Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956 is given below and forms part of the Notice.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED BY THE COMPANY AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

3. Pursuant to Section 154 of the Companies Act, 1956, the Register of Members and the Share Transfer Books of the Company will th thremain closed from 26 September, 2012 to 29 September, 2012 (both days inclusive).

4. Member/Proxies should bring the Attendance Slip duly filled in for attending the meeting.

5. Members desirous of asking any questions at the Annual General Meeting are requested to send in their questions so as to reach the Company at least 10 days before the Annual General Meeting so that the same can be suitably replied.

6. The Members who hold shares in dematerialize form are requested to write their Client ID and DP ID No. and those who hold shares in physical form are requested to write their folio no. in the attendance slip for attending the meeting.

7. The Company, consequent upon the introduction of the Depository System (DS) entered into agreement with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL). Members therefore, have the option of holding and dealing in the shares of the Company in electronic from through NSDL or CDSL.

8. In case of joint holder attending the meeting only such joint holder who is first named in order of names will be entitled to vote.

9. Share holders are requested to make all correspondence for the share transfer and other purpose at the registered office of the company or to M/s MCS Limited, Vadodara. Members holding shares in dematerialized form are requested to notify their respective depositary participant about any change of address and their bank particulars.

10. The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the companies and has issued circulars stating that service of notice/documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold shares in physical form are requested to register the same with M/s. MCS Limited.

11. Information required to be furnished under Clause 49 of the Listing Agreement for directors seeking appointment / reappointment in forthcoming Annual General Meeting :


Name of Director

Date of Birth

Date of Appointment

Expertise

Qualification

Other Directorship

Chairman/Members of the Committee

in other Companies

No. of Shares held in the Company

Prakash Dhebar

04/01/1956

20/11/1991

Business Administration

MBA

1) GCV Services Limited

2) Indo US Services Ltd.

GCV Services Limited

NIL

Name of Director

Date of Birth

Date of Appointment

Expertise

Qualification

Other Directorship

Chairman/Members of the Committee

in other Companies

No. of Shares held in the Company

Harsh Jain

20/08/1980

01/09/2012

Business Administration

B.com

1) Clarus Infrastructure Realties Limited

2) Vintel Securities Private Limited

1) Clarus Infrastructure Realties Ltd

NIL

(ii)

4

EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2) OF COMPANIES ACT, 1956

ITEM NO. 4Shri Harsh Jain was appointed as an Additional Director of the Company pursuant to Section 260 of the Companies Act, 1956, effective from September 1, 2012 and holds office as director only upto the date of ensuing AGM. The Company has received a Notice from a Member in terms of Section 257 of the Companies Act, 1956 proposing the candidature of Shri Harsh Jain as a Director of the Company. None of the directors, except Shri Harsh Jain himself, is concerned or interested in the proposed resolution.

ITEM NO. 5The Board of directors of the company at their meeting held on September 1, 2012 appointed Shri Harsh Jain as the Whole Time Director of the Company for a period of three years effective from 1st September, 2012 on the terms of appointment and remuneration payable to Shri Harsh Jain, Whole Time Director of the company as are specified in the draft agreement to be executed between him and the company, a copy of which (as has also been duly approved by the Board) will be placed before the meeting and is subject to the approval of the shareholders and other approvals, if any, as may be necessary.Notwithstanding anything to the contrary herein contained, where in any financial year, the company has no profits or its profits are inadequate, the company will pay Shri Harsh Jain, the Whole Time Director of the company, the remuneration by way of salary, perquisites and allowances subject to the approval of the Central Government if required. Copies of the Memorandum and Articles of Association of the company, draft agreement to be entered into between the company and Shri Harsh Jain, Whole Time Director duly approved by the Board, and all other relevant documents and papers are open for inspection at the Registered Office of the company between 10.00 a.m. to 12.00 noon on any working day prior to the date of the meeting. None of the directors of the company except Shri Harsh Jain is concerned or interested in the resolution.

ITEM NO. 6The company's equity shares are presently listed on Bombay Stock Exchange and Vadodara Stock Exchange. Consequent to the recent rapid changes in the capital market and with the availability of nationwide trading facility coupled with wide and extensive networking of centers on BSE, investors have access to online dealings in the Company's security across the counter and substantial volume of trading is carried out through BSE. The Trading volumes at Vadodara Stock Exchange are negligible and do not justify the payment of listing fees to them. The Company believes that no particular benefit is available to the shareholders of the Company by continuing the listing of equity shares at Vadodara Stock Exchange. The Company is therefore contemplating the delisting of equity shares from Vadodara Stock Exchange. As per the recent Delisting of Equity Shares Regulations, 2009 issued by Securities and Exchange Board of India (SEBI), an exit opportunities need not be provided to the shareholders of the Company on delisting of equity shares from Vadodara Stock Exchange, provided the equity shares continued to be listed at BSE. The proposed voluntary delisting of the Company's equity shares Vadodara Stock Exchange will apart from saving resulting from the non - payment of annual listing fees, also reduce a lot of administrative work. The delisting will not adversely affect any investors including the Shareholders located in the regions where the stock exchange situates. Pursuant to the Regulations issued by SEBI on voluntary delisting by companies of securities from the Stock Exchanges, it is now proposed to seek the Shareholders' approval by way of a SPECIAL RESOLUTION for voluntary delisting of the company's equity shares from Vadodara Stock Exchange as set out in the Resolution at Item No.6

By Order of the Board For DIVINE MULTIMEDIA (INDIA) LIMITED PRAKASH DHEBARMANAGING DIRECTOR

Date : 01/09/2012 Place : Vadodara


5

DIRECTORS REPORT

To The Members of Divine Multimedia (India) Limited

stYour directors are pleased to present the 21 Annual Report together with Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS:The highlights of the Financial Results are as under:

FINANCIAL HIGHLIGHTS During the financial year under review the Income from Sales has decreased from 2432.16 to 1458.40 registering a decrease of around 40% however the Profit before tax expenses has increased from 21.38 to 33.25 showing around 56% increase.

DIVIDEND The Board of Directors expresses its inability to recommend any dividend for the financial year 2011-2012 with a view to conserve resources for future business needs.

CHANGE IN NAME OF THE COMPANYThe name of the company was changed from Kaleidoscope Films Limited to Divine Multimedia (India) Limited pursuant to special resolution passed through Postal Ballot dated 14th March, 2012 and Certificate of incorporation issued by Registrar of Companies, Gujrat, and Dadra and Nagar Havelli dated August 06,2012.

DIRECTORS Pursuant to the provisions of Section 256 of the Companies Act, 1956, Shri Prakash Debhar, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Resolution for his reappointment shall be moved at the AGM for approval of members.

Mr. Harsh Jain has been appointed as Whole Time Director, subject to approval of members, at the Board meeting of the Company held on September 1st, 2012.Mr. Sandip Shah resigned from the Director ship w.e.f. 1st September 2012

ParticularsYear

Ended31/03/2012

YearEnded

31/03/2011

Income from Sales

Other Income

(-) Total Expenditures

(-) Depreciation

Profit Before Tax

(-) Exceptional Items / Prior Period Items

(-) Tax Expense

Profit After Tax

Total

1458.40

133.23

1591.63

1556.55

1.83

33.25

0.02

15.01

18.22

2432.16

56.52

2488.68

2466.50

0.80

21.38

-

0.07

21.31

( in Lakhs)

6

DIRECTORS' RESPONSIBILITY STATEMENTPursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Directors confirmed that:i) The financial statements are in conformity with the requirements of the Companies Act, 1956 and applicable accounting

standards have been followed along-with proper explanation relating to material departure. ii) That they have selected such accounting policies, applied them consistently, made judgments and estimates that are

reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the period under review;iii) That 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 preventing and detecting fraud and other irregularities;iv) That they have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE A separate section titled “Corporate Governance” including a certificate from the Auditors of the company confirming compliance of the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed hereto and forms a part of the Report

AUDITORSM/s Subhash Shah & Co., Chartered Accountants, Vadodara the Statutory Auditors, will retire at the conclusion of ensuing Annual General Meeting and are unwilling for re-appointment M/s Motilal & Associates, Chartered Accountants, Mumbai has given their consent to act as Auditor, if appointed in the forthcoming Annual General Meeting. Company has also received a notice from a member proposing M/s Motilal & Associates as Auditor of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORTManagement Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, is given as a separate statement in the Annual Report.

PARTICULARS OF EMPLOYEES As required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975, are not applicable since, none of the employee of the company is drawing more than 60,00,000/- p.a. or 5,00,000/- p.m. for the part of the year, during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO:The Company do not have any manufacturing operations and therefore provisions of Section 217(1) (e) of the Companies Act, 1956 relating to conversation of Energy and Technology Absorption are not applicable.

PUBLIC DEPOSITS:The Company has not invited nor accepted any fixed deposits from the public during the year under.

ACKNOWLEDGEMENTS Your Directors appreciates the high degree of professionalism, commitment and dedication displayed by all the employees, constituents and its suppliers, technology partners, associates and partners at all levels. The Directors also place on record their gratitude to the members for their continued support and confidence.

By Order of the Board of Directors DIVINE MULTIMEDIA (INDIA) LIMITED

Place : 01/09/2012 Prakash Dhebar Smita PandyaDate : Vadodara (Managing Director) (Director)


7

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

OPPORTUNITIES:-

The Indian Media & Entertainment (M&E) sector is a sunrise industry. According to a report jointly published by the Federation of Indian Chambers of Commerce and Industry (FICCI) and KPMG, the current value of the Indian film industry is US$ 2.11 billion and shall grow at 9.1% till 2013. Rise in digital content consumption, launch of innovative content delivery platforms, higher penetration in tier II and tier III cities, enhancing reach of regional media and regulatory shifts are major factors that are driving the growth of the sector. The opening of the film industry to foreign investment coupled with the granting of industry status to this segment has had a favorable impact, leading to many global production units entering the country. The increasing corporatization of the film production sector should result in an increase in the number of high quality films produced, which should increase demand for movies. Popularity of the mall concept ensuring steady footballs to theatres/multiplexes located within, increasing the demand of animated movies (Children films), increasing the demand of India-oriented entertainment in abroad, huge overseas box office collections, potential for growth of density of screen per person in urban India, potential of increasing the number of screens in India according with the population, changing demographics and economic conditions etc. in India, coupled with consumers willing to spend more on variety of leisure and entertainment services, the film entertainment business is set to grow in the year to come.

THREATS:-

1. The Indian box office is fairly seasonal in nature, with bigger releases and higher box office sale occurring during holidays periods and festival seasons.

2. Moreover, viewership may be affected by major sports events, such as, Indian Premier League (IPL), World Cups, live gaming etc.

3. Piracy continues to dampen the growth and reduces the revenue.4. Increased Competition 5. The media and entertainment industries face both danger and opportunities in digital technology

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate internal control systems commensurate with the scale of operations of the company.

DISCUSSION ON FINANCIAL PERFORMANCE:

The Company's financial performance is discussed in details under the head “Financial Highlights” in Directors Report to the Members.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES:

There are no material developments in human resources.

CAUTIONARY STATEMENT:

Statement in this report on Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be “forward looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.


8

CORPORATE GOVERNANCE REPORT

COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

Corporate Governance is based on the principle of integrity, fairness, equity, transparency, accountability and commitment to values. The Company believes that good Corporate Governance practices should be enshrined in all activities of the company. Good Corporate Governance is an integral part of the Company's Management and Business. The company continues to follow procedures and practices in conformity with the Code of Corporate Governance enshrined in the Listing Agreement.

BOARD OF DIRECTORS stThe Board of Directors as on 31 March, 2012 consisted of 4 Directors out of which 3(Three) are Independent

Directors. The Chairman of the Company is Executive Director. The composition of Board is in conformity with Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

Name Category

No. of OutsideDirectorship(s) held

in Public andPrivate Limited

No. of BoardCommittee positionheld in other PublicLimited Companies

Private

-

4

-

-

Public

2

1

-

1

Chairman

1

-

-

-

Member

-

-

-

-

Managing Director

Independent Director



Prakash Dhebar

Smita Pandya

Lokanath Mishra

Sandip Shah *

BOARD MEETINGS th th thThe Board held 7 (Seven) Meetings during the year 2011 – 2012 on 11 April 2011, 30 May 2011, 13 August

th th2011, 30th September 2011, 14 November 2011, 10 February 2012, 14th March 2012.

Attendance of Directors at Board Meetings and at the Annual General Meeting

No. of BoardMeetings Attended

Whether Attended theLast AGM

Name of the Director

Shri Prakash Dhebar

Smt Smita Pandya

Shri Lokanath Mishra

Shri Sandip Shah

7

5

5

7

YES

YES

YES

YES

The Board ensures compliance of all laws applicable to the Company and takes steps to rectify non-compliance, if any

AUDIT COMMITTEE The Audit Committee has been constituted as per the provision of section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement. The terms of reference of the Audit Committee are broadly as under:• Overseeing the Company's financial reporting process and the disclosures of its financial information to

ensure that the financial statements are correct, sufficient and credible.• Recommending the appointment/re-appointment of external/internal auditors, tax auditors, fixation of

audit fees, etc.• Review of annual financial statements.• Review of quarterly / half-yearly un-audited financial results.• Review of adequacy of internal control systems• Reviewing the company's financial and risk management policies.


* Resign w.e.f. 1st September 2012

10

MEANS OF COMMUNICATION

a) The quarterly / annual results are communicated to the Bombay Stock Exchange Limited where the

Company's shares are listed and published in Indain Express (English) and Vadodara

Samachar(Gujarati).

b) The quarterly / half yearly financial results are being sent to all the Stock Exchanges, where the shares

of the Company are listed for putting in their own website.

c) The Company has not made any presentation to any institutional investors or to analysts during the

year.

GENERAL BODY MEETINGS

AGM : Date and Time

Venue

th29 September, 2012 at 3.00 pm

102, Panorama, R C Dutt Road,

Vadodara – 390 007

Financial Calendar

Date of Book Closure

Dividend Payment Date

Listing on Stock Exchange

Scrip Code

Market price Data : High, Low during each

month in the financial year 2011 – 2012

Registrar and Share Transfer Agent

Share Transfer System

Summary of Shareholding Pattern

Distribution of Shareholding

Demat ISIN Numbers in NSDL and CDSL

for Equity Shares

De-materialization of shares and liquidity

Outstanding GDRs / ADRs / Warrants or

any convertible instruments, conversion

date and likely impact on equity

Address for Communication

st st1 April – 31 Marchth th26 September, 2012 – 29 September, 2012

Not Applicable

Bombay Stock Exchange and

Vadodara Stock Exchange

523810 - BSE

1st Floor, Panorama Complex

R. C. Dutt Road, Alkapuri,

Vadodara – 390 007

There were no such outstanding instrumentsstas on 31 March, 2012

stAs on 31 March, 2012, 92.93% of the

Company's equity shares were held in

dematerialized form

INE611B01022

See Table No. 3 below

Share Transfers are processed and share

certificates are returned within prescribed

period if the documents are clear in all respects.

MCS Limited

Neelam Apartment, 88, Sampatrao Colony, Behind

Federation Building, Alkapuri, Vadodara – 390 007.




11

Table 1 – Stock Market Price Data

High and Low of market price of the Company's Shares traded on Bombay Stock Exchange Limited,during the Financial Year - 2011 – 2012

0102030405060

AprilM

ayJu

ne July

August

Septe

mber

October

Novem

ber

Decem

ber

Januar

y

Febru

ary

Mar

ch

High

Low

Category No. of Shares Held

-

13431403

53419086

24511

66920000

45000Promoters

Mutual Funds and UTI

Corporate Bodies

Indian Public

NRI

Total

Percentage of Shareholding

0.07

-

20.07

79.83

0.04

100

PRICE MOVEMENT

stTable 2 – Summary of Shareholding Pattern as on 31 March, 2012

MonthHigh Price

40.85

37.75

31.80

27.45

31.50

34.50

33.95

36.00

36.00

40.70

49.30

42.30April - 11

May - 11

June - 11

July - 11

Aug - 11

Sept - 11

Oct - 11

Nov - 11

Dec - 11

Jan - 12

Feb - 12

March - 12

Low Price

27.00

32.60

23.30

24.70

21.05

21.15

23.60

27.70

27.70

26.10

25.30

31.75

19,811.14

19,253.87

18,873.39

19,131.70

18,440.07

17,211.80

17,908.13

17,702.26

17,003.71

17,258.97

18,523.78

18,040.69

18,976.19

17,786.13

17,314.38

18,131.86

15,765.53

15,801.01

15,745.43

15,478.69

15,135.86

15,358.02

17,061.55

16,920.61

Divine Multimedia (India) Ltd on BSEBSE High BSE Low


WHISTLE BLOWER POLICY:

The Company has formulated a policy known as 'Whistle Blower Policy' to allow and encourage our employees to bring to the Management's Notice (Audit Committee) directly, without necessarily informing their superiors about suspected unethical behavior, malpractice, wrongful conduct, fraud, violation of the Company's policies including code of conduct, violation of law or questionable accounting or auditing matters by any employee/director in the Company without fear of reprisal.The Company further undertakes that it has not denied any personnel access to the Audit Committee of the Company in respect of matters involving alleged misconduct/malpractice/unethical behavior and that it has provided protection to Whistle Blowers' from unfair termination and other unfair or prejudicial employment practices.

INVESTORS CORRESPONDENCE / COMPLAINTS TO BE ADDRESSED TO

For any assistance regarding dematerialization of shares, share transfers, transmissions, change of address or any other relating to shares, please write to:

Mr. Sarju Parikh,Compliance Officer102, 1st Floor, Panorama ComplexR. C. Dutt Road, Alkapuri,Vadodara – 390 007

e-mail : [email protected]

12

Range of Equity

Shares

971

424

280

175

107

145

278

495

119

136

66920000

Up to 500

501 - 1000

1001 - 2000

2002 - 3000

3001 - 4000

4001 - 5000

5001 - 10000

10001 - 50000

50001 - 100000

100001 - Above

Total

31.02

13.55

8.95

5.59

3.42

4.83

8.88

15.81

3.81

4.34

100.00

242574

394850

473067

479227

393919

708922

2202490

12555097

9493376

39976478

0.36

0.59

0.71

0.72

0.59

1.06

3.29

18.76

14.19

59.74

100.00

No. of Shares% to

Total

No. of

Shareholders

% of total

holders

Table 3 - Distribution & Shareholding as on 31 March 2012


13

MANAGEMENT RESPONSIBILITY STATEMENT

The financial statements are in full conformity with the requirements of the Companies Act, 1956 and the

Accounting Standards issued by the Central Government. The Management of Company accepts responsibility

for the integrity and objectivity of these financial statements, as well as, for estimates and judgments relating to

matters not concluded by the year-end. The management believes that the financial statements reflect fairly the

form and substance of transactions and reasonably presents the company's financial condition, and results of

operations. To ensure this, the Company has installed a system of internal controls, which is reviewed,

evaluated and updated on an ongoing basis. Our auditors have conducted audits to provide reasonable

assurance that the company's established policy and procedures have been followed. However, there are

inherent limitations that should be recognized in weighing the assurances provided by any system of internal

controls. These financial statements have been audited by M/s Subhash Shah & Co. Chartered Accountants,

Vadodara, the Statutory Auditors of the Company.

For and On Behalf of the Board For Divine Multimedia (India) Limited

Place: VadodaraDate : 01/09/2012 (Prakash Dhebar)

Managing Director

CODE OF CONDUCT DECLARATION

Pursuant to Clause 49I(D) of the Listing Agreement entered into with the Stock Exchange, I hereby declare that

all the board members and senior management personnel of the company have affirmed compliances with

Code of Conduct for the year ended on 31st March,2012.

For and On Behalf of The Board For Divine Multimedia (India) Limited

Prakash Dhebar (Managing Director)

Place : 01/09/2012 Date : Vadodara


14

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

To, The Members Divine Multimedia (India) LimitedVadodara

We have examined the compliance of Corporate Governance by M/s. Divine Multimedia (India) Limited (formerly known as Kaleidoscope Films Limited, for the year ended March 31, 2012 as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedure and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an express of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the Management, we certify that the Company has complied with conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement.

As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have to state the as per the records maintained by the Company, there were 10 investor grievances remaining unattended/pending for more than 15 days.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Subhash Shah & Co.Chartered AccountantFRN: 128932W

CA. Rakesh GandhiPartnerMembership No. 101972Date: 10.08.2012 Place: Vadodara


15

AUDITORS' REPORTTo,The Members of Divine Multimedia (India) Limited(Formerly known as Kaleidoscope Films Limited)

st We have audited the attached Balance Sheet of DIVINE MULTIMEDIA (INDIA) LIMITED, as at 31 March, 2012 and also the Profit and Loss Account for the Year ended on that annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statements presentations. We believe that our audit provides a reasonable basis for our opinion.

As required by the companies (Auditors Report) Order, 2003 as amended by the companies (Auditor's Report)(Amendment) Order 2004(together the 'order') issued by the central Government of India in terms of Sub-section (4A) of Section 227 of the Companies Act,1956,we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the annexure referred to above, we report that:(i) We have obtained all the information and explanations, which to the best of our knowledge and belief

were necessary for the purpose of our audit;(ii) In our opinion, proper books of accounts as required by law have been kept by the Company so far as

appears from our examination of those books;(iii) The Balance Sheet and Profit & Loss Account and Cash Flow dealt with by this Report are in agreement

with the Books of Accounts;(iv) In our opinion, the Balance Sheet and the Profit & Loss Account and Cash Flow statement dealt with by

this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act,1956;

st(v) On the basis of written representation received from Directors, as on 31 March,2012, and taken on record by the Board of Directors, we, report that none of the directors are disqualified as on 31 March, 2012 from being appointed as Director in terms of Clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to and read together with the notes there on in schedule '7' give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :-

st(a) In the case of the Balance Sheet of the state of affairs of the Company as at 31 March, 2012, and (b) In the case of Profit & Loss Account, of the Profit of the Company for the year ended on that date.

For Subhash Shah & Co.Chartered AccountantFRN: 128932W

CA. Rakesh GandhiPartnerMembership No. 101972Date: 10.08.2012 Place: Vadodara


16

STANNEXTURE TO THE AUDITOR'S REPORT FOR THE YEAR ENDED ON 31 MARCH, 2012

Referred to in our paragraph 3 of our report of even date.

(I) (a) The company has maintained proper records showing full particulars, including quantities details and situation of assets.

(b) The management has carried out physical verification of most of its assets during the year, the frequency of verification is reasonable having regard to the nature of fixed assets. No material discrepancies were noticed on such physical verification.

(c) During the year, the company has not disposed off substantial part of its fixed assets and the going concern status of the Company is not affected.

(ii) In respect of inventories:The Company has maintained proper records of Inventories. The inventories have not been physically verified during the year. There is no closing stock at the end of year.

(iii) (a) The company has not granted any loan, secured or unsecured to companies, firm or other parties covered in the register maintained under Section 301 of the companies Act, 1956.Accordingly,paragraph 4(iii) (b) (c) & (d) of the Order is not applicable.

(b) The Company has not taken any loan from a companies, firm or other parties covered in the register maintained under Section 301 of the companies Act, 1956. Accordingly, paragraph 4(iii) (b) (c) & (d) of the Order is not applicable

(iv) In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size and nature of its business.

(v) According to the information and explanation given to us, during the year there were no transactions

that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly the paragraph (v) (a) & (b) of the Order are not applicable.

(vi) In our opinion and according to the information and explanation given to us, the company has not accepted deposit from public within the meaning of section 58-A of the Companies Act and the rules framed there under.

(vii) In our opinion the Company needs to strengthen the internal Audit commensurate with the size and nature of the business.

(viii) According to the information and explanation given to us the Central government of India has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies act,1956, for any product of the Company.

(ix) The company regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth-tax ,Service tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the appropriate authorities. There is no undisputed statutory demand is outstanding for more than six months from the date they became payable.

(x) The company has accumulated loss of 78.68 Lacs which is less than 50% of net worth of the Company. The Company has not incurred cash loss during the year. The company has incurred cash profit of .67.47 Lacs during the year.

(xi) The Company has not borrowed from financial institution, bank or issued debenture and hence this clause not applicable to the Company.


17

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence company is not required to maintain documents and records.

(xiii) In our opinion, the company is not a Chit fund or a nidhi fund or a mutual benefit fund/society. Accordingly, paragraph 4(xiii) (a), (b), (c), (d) of the order are not applicable to the Company.

(xiv) The company has not dealing in Shares and security and hence not required maintained records of such transactions.

(xv) According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The Company has applied loan for the purpose for which the loans were obtained. (xvii) According to the information and explanations given to us and on an overall examination of the Balance

sheet of the Company, we are of the opinion that there are no funds raised on short term basis have been used for long term investment.

(xviii) The company has not made any preferential allotment of shares to the parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956 during the year.

(xix) During the year company has not issued debentures so no security or charge created during the year.

(xx) The company has not raised money through public issue during the year. (xxi) According to the information and explanations given by the management, no material fraud on or by the

company has been noticed or reported during the year.

For Subhash Shah & Co.Chartered AccountantsFRN: 128932W

CA Rakesh GandhiPartnerM. No:101972

Place : Vadodara thDate: 10 August, 2012


18

31/03/2012 31/03/2011

(Rs.) (Rs.)

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 2.1 66,920,000 66,920,000

(b) Reserves and Surplus 2.2 174,392,141 173,157,096

(3) Non-Current Liabilities

(a) Long-Term Borrowings 2.3 2,127,624 1,875,624

(b) Long-Term Provisions - -

(4) Current Liabilities

(a) Short-Term Borrowings 2.4 5,900,000 -

(b) Trade Payables 2,599,319 153,040,360

(c) Other Current Liabilities 2.5 1,165,420 485,823

(d) Short-Term Provisions 2.6 1,782,469 18,998

TOTAL 254,886,973 395,497,901

II. ASSETS

(1) Non-Current Assets

(a) Fixed Assets

(i) Tangible Assets 2.7 3,354,446 1,758,358

(ii) Intangible Assets - -

(iii) Capital work-in-progress - -

(b) Long-Term Loans and Advances 2.8 119,596,627 90,038,700

(c) Non-current Investments 2.9 54,045,300 30,675,300

(2) Current Assets

(a) Current Investments 5,600,000 -

(b) Inventories - -

(c) Trade Receivables 3.0 8,165,532 159,637,873

(d) Cash and Cash Equivalents 3.1 2,115,271 7,669,398

(e) Short Term Loans and Advances 3.2 62,009,798 105,718,272

TOTAL 254,886,973 395,497,901

1As Per Our report of even date For and On Behalf of the Board of Directors

For Subhash Shah & Co.

Chartered Accountants

FRN No.: 128932W

CA. Rakesh Gandhi

Partner

Membership No.: 101972

Date : 10th August, 2012

Place : Vadodara

(Prakash Dhebar) (Smita Pandya)

Managing Director Director

Note

No.

Significant Accounting Policies and Notes on Accounts.

Balance Sheet as at 31st March, 2012


19

Note 31/03/2012 31/03/2011

No. (Rs.) (Rs.)

I. Revenue from Operations 3.3 145,840,630 243,216,480

II. Other Incomes 3.4 13,323,167 5,651,775

III. Total Revenue (I + II) 159,163,797 248,868,255

IV. Expenses:

Purchases 145,811,250 243,176,130

Employees Emoluments 3.5 451,996 165,470

Finance Costs 3.6 31,866 9,367

Depreciation and Amortization Expense 2.7 183,256 79,583

Other Expenses 3.7 9,360,118 3,298,956

155,838,486 246,729,506

V. Profit before Exceptional and Extraordinary 3,325,311 2,138,749

Items and Tax (III - IV)

VI. Exceptional Items/ Prior Period Items 2,648 -

VII Profit before Tax (V - VI) 3,322,663 2,138,749

VIII Tax Expense:

Current tax 1,501,000 7,000

IX Profit/ (Loss) for the period (VII - VIII) 1,821,663 2,131,749

X Earnings Per Equity Share 0.03 0.03

Equity shares of par value Rs. 1/- each

Basic

1 As Per Our report of even date For and On Behalf of the Board of Directors

For Subhash Shah & Co.

Chartered Accountants

FRN No. :128932W

CA. Rakesh Gandhi

Partner Managing Director Director

Membership No. 101972

Place : Vadodara

(Prakash Dhebar) (Smita Pandya)

Statement of Profit and Loss for the Year ended 31st March, 2012

Significant Accounting Policies and Notes on Accounts.


20

As at As at

Particulars 31/03/2012 31/03/2011

Rs. Rs.

NOTE 2.1 Share Capital Authorised Capital 200,000,000 Equity Shares of Rs.1/- each 200,000,000 200,000,000

200,000,000 200,000,000

Issued, Subscribed and Paid up Issued, Subscribed and Paid Up 6,69,20,000 Equity Share of Rs.1/- each 66,920,000 66,920,000

66,920,000 66,920,000

NOTE 2.2 Reserves and Surplus (a) Securities Premium Account 182,260,000 182,260,000

(c) Surplus i.e. Balance in the Statement of Profit & Loss As per last Balance Sheet (9,102,904) (11,234,653)

(Short) / Excess Provision of earlier years (586,617) - Addition during the year 1,821,663 2,131,749 Amount Available for Appropriation - -

Allocations & Appropriations Proposed dividend on Non Cumulative Preference

Shares - - Proposed dividend on equity shares - - Tax on Proposed Dividend - -

Transfer to Reserves

Transfer to General Reserve - - Transfer to Capital Redemption Reserve - -

(7,867,859) (9,102,904)

174,392,141 173,157,096

NOTE 2.3 Long-Term Borrowings From Directors 772,424 772,424

From Companies 1,355,200 1,103,200

2,127,624 1,875,624

NOTE 2.4 Short-Term Borrowings From Companies 5,900,000 -

5,900,000 -

Notes on Financial Statements


21

As at As at

Particulars 31/03/2012 31/03/2011

Rs.

Rs. NOTE 2.5

Other Current Liabilities Tds Payable 131,558 63,028

Service Tax 980,391 369,324 Municipal Taxes 53,471 53,471

1,165,420 485,823

NOTE 2.6

Short-Term Provisions Provision for Taxation 82,469 7,000

Provision for Expenses - 11,998 Provision For Penalty 1,700,000 -

1,782,469 18,998

NOTE 2.8

Long Term Loans and Advances: Deposits 2,280,573 1,430,700

Loans to Companies 117,316,054 88,608,000

119,596,627 90,038,700

NOTE 2.9

Non-current Investments Unquoted : Bafna Relators Pvt. Ltd. 30,000,000 30,000,000

(30,00,000 Shares of Re.1 each) Vantage Entertainment Media Inc 675,300 675,300

Sapphire Paper mills Pvt. Ltd 23,370,000 - (10,26,000 Shares acquired during the year)

54,045,300 30,675,300

NOTE 3.0

Trade Receivables Sundry Debtors (Unsecured, Considered Good) More than Six Months 2,424,955 3,219,356

Others 5,740,577 156,418,517

8,165,532 159,637,873

Notes on Financial Statements


22

Notes on Financial Statements As at As at Particulars 31/03/2012 31/03/2011 Rs. Rs. NOTE 3.1

Cash and Cash Equivalents Cash on hand 26,437 109,000

Balance with Scheduled Banks 2,084,607 7,552,976 Balance with Co-op. Banks 4,227 7,422

2,115,271 7,669,398

NOTE 3.2

Short Term Loans and Advances: Loan to Companies 50,351,414 93,056,227

Advances recoverable in cash or in kind - 12,000,000 Advance to Supplier 490,506 - Tax Deducted at Source - 618,586 VAT Receivable 181,086 43,459 Loan to Others 10,986,792 -

62,009,798 105,718,272

NOTE 3.3

Revenue From Operations Income from Sale of Goods 145,840,630 243,216,480

145,840,630 243,216,480

NOTE 3.4

Other Incomes Commission & Brokerage Income 8,000,000 4,316,000

Interest Income 4,752,437 1,335,735 Rent 552,000 -

Miscellaneous Receipt 18,730 40

13,323,167 5,651,775

NOTE 3.5

Employees Emoluments Salaries and Wages 433,768 160,700

Staff Welfare Expenses 18,228 4,770

451,996 165,470


Notes on Financial Statements As at As at Particulars 31/03/2012 31/03/2011 Rs. Rs. NOTE 3.6

Finance Costs Bank Charges 23,194 9,104

Interest on late payment of TDS & Service Tax 8,672 263

31,866 9,367

NOTE 3.7

Other Expenses Conveyance Expenses 13,874 8,344

Electricity Charges 104,566 21,100 Legal Fees 237,594 1,500,129 Office Expenses 37,471 56,813 Office Rent 3,222,000 715,350 Printing & Stationary 111,354 12,728 Repairs & Maintenance 5,838 1,780

Travelling Expenses 10,249 - Audit Fees 60,000 60,000 Brokerage 55,000 - Professional Fees 507,500 69,000 Sundry Balance written off - 77,852 Telephone Charges 51,237 15,710 Professional Tax - 2,500 Penalty 1,700,000 - Miscellaneous Expenses 4,616 14,871 Bad Debts 3,238,819 742,778

9,360,118 3,298,955

`NOTE 2.7 FIXED ASSETS

Assets

Gross Block Depreciation Block Net Block

As At

01/04/11

Addition / Deduction

Deduction/ Adjustment

As at

31/03/12

As At

01/04/11

Addition / Deduction

Adjst. During

Year

As at

31/03/12

As at

31/03/12

As At

31/03/11

A) Tangible Assets

Air Conditioner - 263986 - 263986 - 241 - 241 263745 -

Computer 439184 - - 439184 142503 50124 - 192627 246557 296681

Electrical Fit tings - 342329 - 342329 - 1281 - 1281 341048

Furniture 2838066 989084 - 3827150 1507716 111677 - 1619393 2207757 1330350

Miscellaneous Assets 286238 183944 - 470182 162551 18699 - 181250 288932 123686

Office Equipments 40703 0 - 40703 33062 1234 - 34296 6407 7641

Total of A 3604191 1779343 - 5383534 1845832 183256 - 2029088 3354446 1758358

Previous year 2022642 1789947 208398 3604191 1766250 79583 - 1845833 1758358 -

23


24

NOTES FORMING PART OF FINANCIAL STATEMENTS.

NOTE - 1

A. SUMMARY SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS.(a) System of Accounting

i) The Company follows the mercantile system of accounting and recognizes income and expenditure on accrual basis unless otherwise stated hereinafter.

ii) The Accounts are prepared under historical cost convention, as a going concern and generally in accordance with applicable accounting standards.

(b) Fixed Assets and Depreciationi) Fixed Assets are stated at cost of acquisition less depreciation. ii) Depreciation on fixed asset has been provided using the Straight Line Method at the rates

prescribed in the Schedule XIV of Companies Act, 1956. iii) Depreciation on additions to fixed asset is provided on pro-rata basis from the date of

such addition, as the case may be.(c) Employee Benefit :

As provisions of Provident Fund Act and Employees state Insurance scheme are not applicable to Company and hence no accounting policy decided by the company. There is no scheme for leave encashment to employee.

(d) Income from operations:Income from operations are recognized on sale, transfer of rights to broadcast and goods

(e) Investments: Investments are classified in to Current and long term. Long term investments are stated at cost less provision, if any, for decline other than temporary in their value.

B. OTHER NOTES(a) Balances of Sundry Debtors, Sundry Creditors, Loan to Companies, Loan to Others, Unsecured Loans

Advance to suppliers, Advance to customers and Loans and Advances are subject to confirmation and reconciliation.

(b) Provision for Income Tax has been made for 15,01,000/-{P.Y.– 7,000/-(net) }is made after considering the deductions available to the company on payments to be made before due date for filing income tax return for the year.

(c) The Company provides for Income tax on estimated taxable income and based on expected outcome of assessment appeals, in accordance with the provisions of Income Tax Act, 1961 and rules framed there under. Consequent to the issuance of the Accounting Standard 22-“Accounting for Taxes on Income “by Institute of Chartered Accountants of India which states that deferred tax should be recognized based on timing differences between the accounting income and estimated income for the year and quantify the same using the tax rates and law enacted or substantively enacted as at the balance sheet date. As in the opinion of management, there is no virtual certainty, deferred tax assets are not recognized and carried forward.

(d) In the opinion of the Board of Directors of the company and to their best of knowledge and belief all the Current Assets and Loans and Advances have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

(e) Earning Per shares Basic earning per share is computed by dividing the net profit after tax and preference dividend

by the weighted average number of equity shares outstanding during the period. (f ) In the opinion of management, there is no virtual certainty and hence deferred tax assets not

created.


25

(g) The Company does not owe any amount to Small Scale Industries as on Balance Sheet. (h) Contingent Liabilities not provided for Income Tax amounting to 42.87 (Previous Year 42.87 Lacs).

As the matter is pending before Tribunal. In the opinion of the Management, there is no contingent liabilities except stated above.

(i) Auditors' Remuneration: As Audit Fees 40,000/- (Previous Year 40,000/-) Tax Tax audit fees 20,000/- (Previous Year 20,000/-)(j) Managerial Remuneration NIL (Previous Year NIL)(k) The Company has not entered into any transaction with related parties during the year. (l) Disclosure of Earning per share (EPS) computation as per Accounting Standard – 20 of the institute of

Chartered Accountants of India : Particulars 2011-12 2010-11

Net Profit after Tax available for the Equity Shareholders. 18,21,663 21,31,44

Weighted average number of Equity Shares 6,69,20,000 6,69,20,000 Nominal Face Value of Equity Shares ( ) 1 1 Basic and Diluted Earnings per Share ( ) 0.03 0.03(m) CIF Value of Imports NIL (Previous Year NIL) and Earnings in Foreign Exchange Nil (Previous

Year Nil)(n) The company's business activity falls within a single primary business segment. (o) The Company is engaged in the business of Media and Entertainment. The production and sale cannot

be express in generic terms and hence it is not possible to give quantitative details in terms under paragraph 3 and 4C of Part II of Schedule VI of the Companies Act, 1956.

(p) Previous Year's figures have been regrouped, rearranged and recast to correspond with the figures of the current year.

For Subhash Shah & Co.Chartered AccountantsFRN: 128932W

CA. Rakesh GandhiPartnerM. No. 101972Place : Vadodara Date : 10.08.2012


As on 31.03.2012

Rs.

As on 31.03.2011

Rs. A CASH FLOW FROM OPERATING ACTIVITIES:

Net Profit before Tax and extra Ordinary Items: 3,325,311 2,138,749 Add / Less: Adjustment For - Prior Period Items 2,648 Depreciation - 183,256 79,583 Short Provison for Taxation 586,617 Provision for Taxation - 1,501,000 - 7,000 Operating Profit/(Loss) before change in Working Capital 1,418,301 2,211,332 Add / (Less): Adjustment For changes in working Capital Add/(Less):(Increase)/Decrease in Trade & other receivables -151,472,342 156,418,517 Add/(Less):(Increase)/Decrease in Loans and Advances -14,150,547 187,309,657 Add/(Less):Increase/(Decrease) in current liabiltiy & provisions 142,097,976 (23,524,912) (152,702,934) 191,025,240 Net Cash Flow/(Out flow) from Operations (24,943,214) 188,813,908

B CASH OUT FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets 1,779,343 1,581,549.00 Purchase of Investments 28,970,000 675,300.00 Net Cash used in Investing Activities 30,749,343 - 2,256,849

C CASH FLOW FROM FINANCING ACTIVITIES Increase in Equity Share Capital - 14,020,000 Share Premium Account - 182,260,000 Increase/(Decrease) in Unsecured Loan 252,000 234,443 Net cash flow from financing Activity 252,000 196,514,443 Net Cash Inflow / (Outflow) A + B + C 5,554,128 (5,443,688)

Opening Cash & Cash Equilvalents 7,669,398 2,225,710 Closing Cash & Cash Equilvalents 2,115,271 7,669,398 Net Cash Inflow 5,554,128 (5,443,688) For Subhash Shah & Co. Chartererd Accountants FRN: 128932W

CA. Rakesh Gandhi Partner M. No. 101972 Date : 10th August, 2012 Place : Vadodara

(Prakash Dhebar) Managing Director

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2012

For and on behalf of the Board

(Smita Pandya) Director

26

Rs.Rs.

Particular


27

DIVINE MULTIMEDIA (INDIA) LIMITED

Regd. Office: 102, Panorama Complex, R. C. Dutt Road, Vadodara – 390007.

The Ministry of Corporate Affairs (MCA) has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances

by the Companies vide its circular no. 17/2011 dated April 21, 2011 and 18/2011 dated April 29, 2011 after considering certain provisions of

the Information Technology Act, 2000, permitted the companies to send the notices / annual reports etc. through email to its members. To

support this green initiative of the MCA whole heartedly, members who have not yet registered their email address, are requested to

register their e-mail address with the Depository through their concerned Depository Participant and members who hold shares in

physical mode are requested to intimate their e-mail address at which they would like to receive the above documents electronically,

either to the company or to its Registrar and Share Transfer Agent. Shareholders are requested to fill the consent form below and send it to

the Registrar and Share Transfer Agent, Ankit Consultancy Private Limited or to the company

CONSENT FOR RECEIVING DOCUMENTS IN ELECTRONIC MODE(Pursuant to circulars no. 17/2011 dated April 21, 2011 and 18/2011 dated April 29, 2011)

To,MCS Limited,Neelam Apartment,88, Sampatrao Colony,Behind Federation Building,Alkapuri, Vadodara - 3900007

Dear Sir,

I/We shareholder (s) of Divine Multimedia (India) Limited, agree to receive all notices and documents including the Annual Report, Notice for General Meetings and other Shareholders Communication in electronic mode (through email).

I/We request you to kindly register my / our below mentioned email id in the Company's records for sending such communication through email.

Folio No.……………………………/DP ID No.*……………………………and Client ID .*………………………………..

*Applicable for members holding shares in electronic form.

Name of the Sole / First Shareholder : ______________________________________________________Name of the Joint Shareholders (if any) : ______________________________________________________

______________________________________________________

No. of Shares held : ______________________________________________________

E-mail id for receipt of documents inElectronic mode : ______________________________________________________

Date :Place:

Signature:__________________________ (Sole / First Shareholder)Note:1. Shareholders are requested to inform the Company's Registrar and Share Transfer Agents as and when

there is change in their registered email-id.2. for shares held in demat form, shareholders are also requested to inform /update their email-ids to their

respective Depository Participants.


28

PROXY FORM

No. of Shares…………………………. DP. Id.:………………………………Client ID / Folio No…………..........

I/We…………………………………………………………………………………………………….......... of…………………………………………………….. in the district of………………………………..........being a Member/Members of the above-named Company, hereby appoint……………….. ………………………. of…………………………………….. in the district of………………………......... or failing him/her…………………………………………………of………………………………… ......in the district of……………………………….. as my/our Proxy to attend and vote for me/us and on

stmy/our behalf at the 21 Annual General Meeting of the Company to be held at the Registered Office of the Company at 1st Floor, Panorama Complex, R. C. Dutt Road, Alkapuri, Vadodara – 390 007 on Saturday, 29th September, 2012 at 3.00 P.M. and any adjournment thereof.

Signed this ________ day of ______________ 2012

NOTE: The Proxy Form duly completed must be deposited at the Registered office of the Company not less than 48 hours before the meeting

Affix

1 RupeeRevenue

ATTENDANCE SLIP

Please fill in the Attendance Slip and hand it over at the entrance of the Meeting Hall. Joint shareholder may obtain additional slip on request.

D. P. ID………………………………………………. Folio No……………………………..........…………

Client ID……………………………………………… No. of Share(s) held………...........………………..

Name of the Shareholder………………………………………………………………............……………

Name of the Proxy: ……………………………………………………………………........……………….

stI hereby record my presence at the 21 Annual General Meeting of the Company to be held at the Registered Office of the Company at 1st Floor, Panorama Complex, R. C. Dutt Road, Alkapuri,

thVadodara – 390 007 on Saturday, 29 September, 2012 at 3.00 P.M. and any adjournment thereof.

Signature of the Attending Member/Proxy:……………………………………………………….

DIVINE MULTIMEDIA (INDIA) LIMITED


Book Post

Name and Complete Postal Address

If Undelivered please return to:

Divine Multimedia (India) Ltd.1st Floor, Panorama ComplexR. C. Dutt Road, Alkapuri,Vadodara – 390 007


21ST ANNUAL REPORT 2011 - 2012 - Bombay Stock Exchange · Shri Harsh Jain was appointed as an...

Documents

Transcript of 21ST ANNUAL REPORT 2011 - 2012 - Bombay Stock Exchange · Shri Harsh Jain was appointed as an...