Untitled - Moneycontrol

th24 ANNUAL REPORT2015-2016

KOFFEE BREAK PICTURES LIMITED

ANNUAL REPORT 2015-16

CIN : L18109MH1994PLC211249

Registered office : 374, 3rd Floor, Powai Plaza,

Hiranandani Garden, Powai,

Mumbai- 400076

Board of Directors : Mr. PikeshSitaram Sharma - Managing Director

Mrs. BabitaPikesh Sharma - Executive Director

Mr. LatifUmmed Ali Khan - Independent Director

Mr.Vinodkumar C. Jain - Independent Director

Bankers : HDFC Bank Limited

Statutory Auditors : Agarwal Desai & Shah, Chartered Accountants

Share Registrar &

Transfer Agent : System Support Services

209, Shivalik Industrial Estate

89, AndheriKurla Road

Andheri (East), Mumbai - 400 072

Tel: 022-28500835; Fax: 022-28501438

Email id: [email protected]

Website: www.sysss.com

Website : www.koffeebreak.in


CONTENTS

Ø Directors' Report......................................................................................................................................... 1

Ø Annexure to the Directors' Report ............................................................................................................ 8

Ø Report on Corporate Governance........................................................................................................... 16

Ø CEO/CFO Certificate................................................................................................................................. 23

Ø Auditor's Report........................................................................................................................................ 24

Ø Balance Sheet ........................................................................................................................................... 31

Ø State of Profit & Loss Account................................................................................................................ 32

Ø Cash Flow Statement ............................................................................................................................... 33

Ø Notes to financial statements.................................................................................................................. 34

Ø Notice ........................................................................................................................................................ 43

Ø Attendance Slip......................................................................................................................................... 47

Ø Proxy form................................................................................................................................................. 48


DIRECTORS' REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

Dear Members,KOFFEE BREAK PICTURES LIMITEDMUMBAI

The Directors are pleased to present the 24thAnnual Report together with the Audited Financial Statements for the financial year ended March 31, 2016. The Management Discussion and Analysis is also included in this Report.

1. FINANCIAL PERFORMANCE

The brief financial results of the Company are as detailed below: (in Rs.)

Particulars Year Ended 31st March 2016

Year Ended 31st March 2015

Total Revenue 2,531,867 4,350,793

Profit/(Loss) before taxation 422,180 (141,582,864)

Profit/(Loss) after tax 280,330 (141,582,864)

2. OPERATION AND STATE OF THE AFFAIRS OF THE COMPANY

During the financial year ended on March 31 2016, gross revenue from operations stood at Rs. 25.32 lacs as compared to Rs. 43.51 lacs in the previous year. During the financial year, the Company has earned net profit of Rs. 2.80 lacs as compared to a loss of Rs. 1415.83 lacsin the previous financial year.

3. CORPORATE OVERVIEW

During the year the company is in the business of media and entertainment. There is no change in nature of the business of the Company. The Company has its registered office at Mumbai.

4. OVERVIEW OF THE ECONOMY AND ANALYSIS

As per the latest GDP growth estimates, Indian economy grew by 7.9% inFY16 compared to 7.4% in FY15, mostly driven by improved economic fundamentals and revision of GDP methodology calculation. Even inflation showed signs of moderation, a welcome sign - wholesale price and consumer price inflation declined. Reduced inflation, falling crude oil prices, stable Rupee, improved purchasing power and consumer spending, higher capital inflows supported by the government policy reforms have already put India on an accelerating growth track an improved the business outlook.

Reforms like e-auctions of coalmines and telecom, FDI hike in insurance, speedier regulatory approvals etc. will be critical growth enablers to de-bottleneck stalled projects, improve the investment outlook and the ease of doing business in the country. Reforms currently underway such as GST implementation, Amendment on Land Acquisition Bill, Labour Reforms, etc. are expected to provide the requisite thrust for growth in the medium-term.

The M&E industry is expected to register a good growth in view of the digitizationand enhanced number of channels and private stakeholder, momentum in crossover movies and crossover audience, increase in global presence of Indian channels and creation of domestic demand for animation and special effects. Besides adaptation to high-end digital technology, the entertainment industry is also witnessing rapid development of state-of-the-art studios and post production facilities. The digital technologies and their


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innovative applications have changed the entertainment sector considerably, especially the content production and its quality. Internet has also emerged as the latest revenue stream and has become one of the fastest growing advertising medium and has made a significant impression on the entertainment industry.

Opportunities and Challenges Apart from making animation films we are targeting products at the children segment. This age-group is easier to please as they do not have any pre-notions about the products they view. Hence they form an excellent audience. Also all products aimed at this segment have a higher repeat value ensuring better sales in fields of home video and merchandise. If kids like one thing, they would repeatedly want to do the same thing time and over again. We are using the best of hardware and software apart from specialized man-power we aim at delivering traditional 2D animation 90 minute films in a span of 9 to 12 months which usually take 25 - 30 months. After the setup of our own animation studio which is one of the best in country in terms of human resources, hardware & software we can now undertake projects for other firms & individuals. With the launch of more television channels, there is an acute shortage of material to telecast increasing our opportunities to exploit better prices for our content.

However, the media and entertainment are constrained with many challenges including rising costs (wages, inventory and interest costs),intensified competition from other low cost countries and political risk to implement the reforms like GST etc. Such issues need to be addressed to result in unlocking maximum growth potential.

5. DIVIDEND AND RESERVES

In view of the in losses incurred during the financial year, Your Directors express their inability to recommend any dividend. During the year under review, no amount was transferred to General Reserve.

6. SHARE CAPITAL

The paid up equity share capital as at March 31, 2016is stood at Rs. 130,011,000(Rupees Thirteen crores eleven thousand only).There is no change in the share capital of the company during the financial year.

The Company has not issued any equity shares with differential rights and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme. Hence no information as per the provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure has been made under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

7. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31, 2016, the Company has no Subsidiary, Joint Ventures or Associates Company.

8. CONSOLIDATED FINANCIAL STATEMENT

The Company is not required to consolidate its financial statements in terms of the provision of Section 129(3) of the Companies Act, 2013 and Rules made there-under during the financial year.


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9. CORPORATE GOVERNANCE

A Report on Corporate Governance, as required in terms of the provisions of Schedule V of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 together withthe Auditor's Certificate

thereon is annexed herewith.

10. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of

the Companies Act, 2013, is annexed herewith as Annexure - A and forms an integral part of this report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of the provisions of section 152 of the Companies Act, 2013 and of the Articles of Association of

the Company, Mr. Pikesh Sharma Director of the Company retires by rotation at the forthcoming Annual

General Meeting and, being eligible offers himself for re-appointment.

All Independent Directors had furnished to the Company a declaration under Section 149(7) of the

Companies Act, 2013 stating that they meet criteria of Independence as provided under section 149(6) of

the Companies Act, 2013 and SEBI Listing Regulations.

12. BOARD EVALUATION, INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance

evaluation of its own performance, the Directors individually as well as evaluation of the working of the

Board and its Committees, culture, execution and performance of specific duties, obligations and

governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of

the Chairman and the Non-independent Directors was carried out by the Independent Directors. The

Board of Directors expressed their satisfaction with the evaluation process.

The process followed by the Company for induction and training to Board members has been explained in

the Corporate Governance Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the

Companies Act, 2013 are given in the notes to Financial Statements.

14. WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower

policy has been posted on the website of the Company.(www.koffeebreak.in).

15. REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of

Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down

criteria for selection and appointment of Board Members. The remuneration and nomination policy has

been posted on the website of the Company (www.koffeebreak.in).


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16. RELATED PARTY TRANSACTIONS AND POLICY

The Company has developed a related party transactions framework through standard operating

procedures for the purpose of identification and monitoring of transactions with the related parties.

The policy on related party transactions as approved by the Board of Directors has been uploaded on the

website of the Company (www.koffeebreak.in). None of the Directors has any pecuniary relationship or

transactions vis-d-vis the Company.

The details of transactions entered into with the related parties are given here-in-below in form AOC-2 in

terms of the provision of section 188(1) including certain arm's length transactions:

A. Details of contract or arrangement or transactions not at arms' length basis ; Nil

a. Name(s) of the related party and nature of relationship NA

b. Nature of contract /arrangements/transaction NA

c. Duration of contract /arrangements/transaction NA

d. Salient terms of contract /arrangements/transaction including the value, if any, NA

e. Justification for entering into such contract / arrangements/ transaction NA

f. Date(s) of approval by the Board NA

g. Amount paid as advances , if any, NA

h. Date on which special resolution was passed in general meeting as required under first proviso to section 188 NA

B. Details of contract or arrangement or transactions at arms' length basis :

a. Name(s) of the related party and nature of relationship NA

b. Nature of contract /arrangements/transaction NA

c. Duration of contract /arrangements/transaction NA

d. Salient terms of contract/arrangements/transaction including the value, if any, NA

e. Date(s) of approval by the Board NA

f. Amount paid as advances , if any, NA

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

18. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

i. that in the preparation of the Annual Accounts for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;


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ii. 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 as at March 31, 2016 and of the profit of the Company for the year ended on that date;

iii. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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;

v. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. that 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.

19. STATUTORY AUDIT

M/s Agarwal Desai & Shah, Chartered Accountants, (Firm Registration No: 124850W) who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re- appointment to audit the accounts of the Company for the financial year 2016-17. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s.Agarwal Desai & Shah, that their appointment, if made, would be in conformity with the limits specified in the said Section.

20. COST AUDIT

Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the year under review.

21. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Ms. Binu Singh (CP No.13806) Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure - B and forms an integral part of this report.

The Management comments on the qualifications in the Secretarial Audit Report as under:

These are the technical lapses and inadvertently. The Company has appointed the Internal Auditor and in process of the appointing Company Secretary and would be complied the requirement as soon as it find the suitable candidate. The Board of Director will ensure that henceforth such lapses would not occur.

22. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY

Your Company has policies, procedures and effective internal controls for ensuring orderly and efficient conduct of the business, safeguard of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting record, timely preparation of financial statements and proper disclosure.

During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

The internal and operational audit is conducted on regular basis The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.


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23. RISK MANAGEMENT

During the year under review, the Company has identified and evaluates elements of business risk. Consequently a Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business.

Some of the risks that the Company is exposed to are:

Financial RisksThe Company's policy is to actively manage its foreign exchange risk within the framework laid down. Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigation strategy to minimize interest costs.

Regulatory RisksThe Company is exposed to risks attached to various statutes and regulations. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company during the year under review.

25. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees.

During the year under review, no complaints were reported to the Board.

26. STATUTORY INFORMATION

ØThe information on conservation of energy, technology absorption andforeign exchange earnings and outgo pursuant to Section 134(3) (m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company during the period under review.

ØThe information required under Section 197of the Companies Act,2013 read with rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company during the financial year.

ØThe Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

ØThe Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not applicable to your Company for the financial year under review.

ØDisclosure as required under para F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company during the financial year.


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27. CAUTIONARY STATEMENT

Statements in this Directors' Report & 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.

28. APPRECIATION

Your Directors wish to thank all the stakeholders who have contributed to the success of your Company. Your Directors wish to place on record their appreciation, for thecontribution made by the employees at all levels. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board of Directors of KOFFEE BREAK PICTURES LIMITED

Sd/- Sd/-PikeshSitaram Sharma Babita SharmaManaging Director Executive DirectorDIN:05143923 DIN:06942432

Place: MumbaiDated: August 09, 2016


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Annexure - A

Form No. 9Extract of Annual Return

As on Financial year ended on March 31, 2016

[Pursuant to section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

1. Registration & Others Details:

(i) CIN CIN: L18109MH1994PLC211249

(ii) Registration Date 13th April 1994

(iii) Name of the Company Koffee Break Pictures Limited

(iv) Category/Sub-category of the Company Company Limited by the shares/ Non -

Government Company

(v) Address of the Registered Office & 374, 3rd Floor, Powai Plaza,

Contact Details Hiranandani Garden, Powai,

Mumbai - 400 076

(vi) Whether listed company Yes

(vii) Name, address and contact details of the System Support Services

Registrar & Transfer Agent, if any 209, Shivalik Industrial Estate

89, Andheri Kurla Road

Andheri (East), Mumbai - 400 072

Tel: 022-28500835; Fax: 022-28501438

E-mail: [email protected]

Website: www.sysss.com

2. Principal Business activities of the Company (All the business activities contributing 10% or more of the total turnover of the Company shall be stated

3. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr.No.

Name of the Company CIN / GLN

(i)

Holding/Subsidiary/Associate

% of Shares held

Applicable Section

N.A. N.A. N.A. N.A. N.A.

Sr.No.

Name and Description of mainproducts / services

NIC Code ofthe product / services

% total turnover of the company

(i) NIL

Address of theCompany

N.A.


8

4. Shareholding pattern (Equity share capital break-up as % of total capital

i. Category-wise Shareholding

Category of theShareholder

No. of Shares held at beginning of the year (As on April 01, 2015)


% ofChange

Demat Physical Total% of totalCapital Demat Physical Total

% of totalCapital

A. Promoters

(1) Indian

Individual/HUF 0 0 0 0 0 0 0 0 0

Central Govt. 0 0 0 0 0 0 0 0 0

State Govt. 0 0 0 0 0 0 0 0 0

Bodies Corporate 0 0 0 0 0 0 0 0 0

Banks/Fi 0 0 0 0 0 0 0 0 0

Any other 0 0 0 0 0 0 0 0 0

Sub Total (A)(1) 0 0 0 0 0 0 0 0 0

2. Foreign 0 0 0 0 0 0 0 0 0

NRIs Individual 0 0 0 0 0 0 0 0 0

Other Individual 0 0 0 0 0 0 0 0 0

Bodies 0 0 0 0 0 0 0 0 0

Banks/FIIs 0 0 0 0 0 0 0 0 0

Sub Total (A)(2) 0 0 0 0 0 0 0 0 0

Total Promoters

Shareholding (1+2) 0 0 0 0 0 0 0 0 0

B. Public Shareholding

1. Institutions

Mutual Fund 0 0 0 0 0 0 0 0 0

Banks/FIs 0 0 0 0 0 0 0 0 0

Central Govt. 0 0 0 0 0 0 0 0 0

State Govt. 0 0 0 0 0 0 0 0 0

Venture Capital 0 0 0 0 0 0 0 0 0

Insurance Co. 0 0 0 0 0 0 0 0 0

FIIs 0 0 0 0 0 0 0 0 0

Foreign Venture Capital 0 0 0 0 0 0 0 0 0

Others 0 0 0 0 0 0 0 0 0

Sub Total (B)(1)

2. Non Institutions

Bodies Corp.

i. Indian

ii. Overseas Individuals 47182154 0 47182154 36.29 46100782 0 46100782 35.46 (-)0.83

i. Nominal share capital upto Rs. 1 lacs 29932988 2335600 32268588 24.82 35429859 2485600 37915459 29.16 (+)4.34

ii. Nominal share capital in excess of Rs. 1 lacs 46809142 1950000 48759142 37.50 34189655 1800000 35989655 27.68 (-)9.82

Others , individual- HUF 0 0 0 8192732 0 8192732 6.30 (+)6.30

Clearing Members/Directors / Relatives /Employees 0 0 0 9000 0 9000 0.007 (+) 0.007


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Category of theShareholder



% ofChange

Demat Physical Total% of totalCapital Demat Physical Total

% of totalCapital

NRI/Foreign National /Overseas/Bodies Corporates 1801116 0 1801116 1.39 1803372 0 1803372 1.38 (-)0.01

Sub Total (B)(2) 125725400 4285600 130011000 100.00 125725400 4285600 130011000 100

Total Public Shareholding (2A+2B) 125725400 4285600 130011000 100.00 125725400 4285600 130011000 100

C. Shares held by Custodian for GDRs and ADRs 0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 125725400 4285600 130011000 100.00 125725400 4285600 130011000 100 0

ii. Shareholding of Promotors

Name of theShareholder

No. of Shares held at the beginning of the year (As on April 01, 2014)

No. of Shares held at the end ofthe year (As on March 31, 2015)

% ofChangein shareholding

during theyear

No. of Shares

% of totalCapital

% of sharespledged/encumbered

to total shares

No. of Shares

% of totalCapital

% of sharespledged/encumbered

to total shares

– – – NIL – – – NIL

iii. Change in promoters' shareholding (Please specify, if there is no change)

Increase(+)Decrease(-)

during the year

Name of thePromoter Shareholder

No. of Shares held at the beginning of the year

Changes during the yearCumulative shareholding

during the year

No. of Shares

% of totalCapital

DateReason No. of

Shares% of totalCapital

NIL

At the end of the year

iv. Shareholding pattern of to ten shareholders (Other than Directors, promoters and holder of GDRs and ADRs)


during the year




during the year

No. of Shares

Date ReasonNo. ofShares

% of totalCapital

Manasvi Consultancy Pvt. Ltd 9,078,028 6.98 2015-2016 Nil Nil 9,081,959 6.99Signora Finance Pvt. Ltd 7,387,875 5.68 2015-2016 Nil Nil 7,387,875 5.68Alken Management & Financial Services Pvt. Ltd 6,895,020 5.30 2015-2016 Nil Nil 6,895,020 5.30Modern Trading Business Private Limited Nil Nil 2015-2016 (+) 2.62 Nil 3,409,720 2.62Coline Computer Pvt. Ltd 2,784,023 2.14 2015-2016 Nil Nil 2,784,023 2.14Emma Auto Ancillary Pvt. Ltd 2,698,410 2.07 2015-2016 Nil Nil 2,698,410 2.07Nikunj Shah Shares & 2,554,146 1.96 2015-2016 (+)131,240 Purchase 2,685,386 2.07 Stock Brokers Ltd of sharesBabulal B Jain HUF 2,673,540 2.05 2015-2016 Nil Nil 2,673,540 2.05Elpee Corporate Services 342,000 0.26 2015-2016 (+)2323080 Purchase Pvt. Ltd of shares 2,665,080 2.05Roongta Rising Stock Pvt. Ltd 2,604,688 2.00 2015-2016 Nil Nil 2,604,688 2.00

% of totalCapital


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v. Shareholding of Directors and Key Managerial Personnel (KMP)


during the year




during the year

No. of Shares

Date ReasonNo. ofShares

% of totalCapital

Pikesh Sitaram Sharma 9020 0.00 - NIL NIL 9020 0.00

Latif Ummed Ali Khan 519745 0.40 - NIL NIL 519745 0.40

% of totalCapital

5. Indebtedness - Indebtedness includes interest outstanding/accrued but not due for payment

Particulars

Indebtedness at the beginning of the yearlPrincipal Amount NillInterest due but not paid Nil Nil Nil NillInterest accrued but not due Nil Nil Nil Nil

Total Nil Nil Nil Nil

Change in Indebtedness during the yearlAddition Nil Nil Nil NillReduction Nil Nil Nil Nil

Net Changes Nil Nil Nil Nil

Indebtedness at the end of the yearlPrincipal Amount Nil Nil Nil NillInterest due but not paid Nil Nil Nil NillInterest accrued but not due Nil Nil Nil Nil


Nil Nil Nil

Secured loansexcluding deposit

Unsecuredloans

Deposits TotalIndebtedness

6. Remuneration of Directors and Key Managerial Personnel

(a) Remuneration to Managing Director, Whole-time Director and or Manager

Particulars

1. Gross Salaries Nil Nil Nil Nil

a) Salary as per provision contained in

section 17(1) of Income Tax Act, 1961

b) Value of perquisites u/s 17(2) of

Income Tax Act, 1961

c) Profit in lieu of salary u/s 17(3) of

the Income Tax Act, 1961

2. Stock option Nil Nil Nil Nil

3. Sweet equity Nil Nil Nil Nil

4. Commission

a) as % of profit

b) others Nil Nil Nil Nil

5. Others, please specify Nil Nil Nil Nil


Ceiling as per the Act NA NA NA NA

Name of the MD/WTD/Manager Total AmountSr.No.

MD WTD Manager


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(b) Remuneration to other Director

Particulars of Remuneration

1. Independent Directors Nil Nil Nil Nila) Fee for attending meetingsb) Commissionc) Others, specify

Total -1

2. Other Non-Executive- Directors Nil Nil Nil Nila) Fee for attending meetingsb) Commissionc) Others, specify

Total -2

Total (1+2) Nil Nil Nil Nil

Total Managerial Remuneration Nil Nil Nil Nil

Ceiling as per the Act Nil Nil Nil Nil

Name of Directors Total Amount

Sr.No. A B C

(c) Remuneration to Key Managerial Personnel

Particulars of Remuneration

1. Gross Salaries Nil Nil Nil Nila) Salary as per provision contained in

section 17(1) of Income Tax Act, 1961b) Value of perquisites u/s 17(2) of

Income Tax Act, 1961c) Profit in lieu of salary u/s 17(3) of

the Income Tax Act, 1961

2. Stock option Nil Nil Nil Nil

3. Sweet equity Nil Nil Nil Nil

4. Commission a) as % of profitb) others Nil Nil Nil Nil

5. Others, please specify Nil Nil Nil Nil


Name of CEO / CFO / CS Total AmountSr.No.

CEO CFO CS

7. Penalties/Punishment/Compounding of offences : NIL

Section of theCompanies

Act

Appeal made,if any,

Brief DescriptionDetails of

Penalties/Punishment/Compounding fee imposed

AuthorityType

Company

Penalty

Punishment

Compounding

Directors

Penalty

Punishment

Compounding

Other officers in default

Penalty

Punishment

Compounding


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Annexure - B

MR - 3Secretarial Audit Report for the financial year ended on March 31, 2016

[Pursuant to Section 204(1) of the Companies Act, 2013 and the Rule 9 of the companies (Appointment and remuneration of managerial personnel) Rule, 2014]

The Members Koffee Break Pictures LimitedMumbai

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Koffee Break Pictures Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2016 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2016 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the Rules made there-under;

II. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the Rules made there-under;

III. The Depositories Act, 1996 and the Regulations and bye-laws framed there-under;

IV. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there-under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') to the extent applicable to the Company;

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

VI. During the financial year, the Company is engaged in business activities which are not subject to any specific law and hence no specific law is applicable to the Company.

We have also examined compliance with the applicable clauses of the following;

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(ICSI)

(ii) The SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015

(iii) The listing agreement entered into by the Company with Stock Exchanges in India.

We report that, during the financial year under review, the Company has complied with the provisions of the Act, rules, regulations, guidelines as mentioned above, subject to the following:

I. The Company has not fully complied with the provision of section 203 of the Companies Act 2013 with regard to the appointment of Key Managerial Personnel (KMP).


13

ii. The Board of Directors and Committees of Board of Directors of the Company are not constituted in accordance with the applicable provisions of the Companies Act, 2013 and of SEBI (LODR), 2015.

iii. The Company has not complied with the regulation 6 of the SEBI (Listing obligation and Disclosure Requirements) Regulations, 2015 with regard to appointment of compliance officer

We further report that, there was no action/event in pursuance of;

a) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

b) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

c) The Securities and Exchange Board of India (Issue of Debt Securities) Regulations, 2008

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999

We have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company and test verification on random basis carried out for compliances under other applicable Acts, Laws and Regulations to the Company

The compliance by the Company of the applicable direct tax laws, indirect tax laws and other financial laws has not been reviewed in this Audit, since the same have been subject to review by the other designated professionals and being relied on the reports given by such designated professionals.

We further report that, based on the information provided and representation made by the Company and also on the review of compliance reports of the respective department heads/Company Secretary/CFO taken on record by the Board of Directors of the Company, in our opinion adequate system and process exits in the company commensurate with the size and operations of the Company to monitor and ensure compliance with the applicable general laws like labour laws, competition law and environmental laws.

We further report that the Board of Directors of the Company is not duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There is no change in the composition of the Board of Directors took place during the period under review.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent generally at least seven days in advance, and in view of the non-existence formal system, we are not in position to comment on existence of system for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meeting duly recorded and signed by the Chairman, majority decision carried through while the dissenting members' views are captured and recorded as part of the minutes.

We further report thatthere were no specific events/actions in pursuance of any of the above referred laws, rules, regulations, guidelines etc., having a major bearing on the Company affairs.

BINU SINGHACS No. 32440CP No. 13806

Dated: August 09, 2016Place: Mumbai

Note: This report is to be read with our letter of even date which is annexed as "Annexure A" and forms and integral part of this report.


14

Annexure - "A"

The Members Koffee Break Pictures LimitedMumbai

Our Secretarial Audit Report of even date is to be read along with this letter;

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit;

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

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company;

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

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis;

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

BINU SINGHACS No. 32440CP No. 13806

Dated: August 09, 2016Place: Mumbai


15

REPORT ON CORPORATE GOVERNANCE

The Company's philosophy on Code of Corporate Governance strives to follow the good corporate governance

practices, transparency, accountability and better communication in order to have a culture of compliance and

obligation at every level of the organization. The Company is in compliance with the provisions of Corporate

Governance specified in the Listing Agreement with the Bombay Stock Exchange Limited. The Company is committed

to meet the expectations of stakeholders as a responsible corporate citizen.

lBOARD OF DIRECTORS

Composition of the Board of Directors

The Company is fully compliant with the Corporate Governance norms in terms of constitution of the Board of

Directors ("the Board"). The Board of the Company is composed of individuals from diverse fields. The Board of

the Company is composed of Executive and Non-Executive Directors. As on March 31, 2016, the strength of the

Board was four Directors comprising of two Executive and Two Non-Executive Directors of the Company. Fifty

per cent of the Board comprised of Independent Directors. The details of the Board of Directors as on March 31,

2016 are given below:

As on March 31, 2016Mr. Latif Khan and Mr. Pikesh Sharma holding 519,745 and 9,020equity shares of the

Company respectively. Except above, no other Director or their relative hold shares of the Company.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under

Section 149(6) of the Companies Act, 2013 ("the Act") and SEBI (Listing Obligation and Disclosure requirement)

regulations 2015.

lBoard Meetings

The Board/Committee meetings are pre-scheduled and proper notices of Board and Committee meetings is

circulated to the Directors well in advance to enable them to plan their schedules and to ensure their meaningful

participation in the meetings.

During the financial year under review, 04 (Four) Board meetings were held on 30/05/2015, 14/08/2015,

14/11/2015 and 13/02/2016. The gap between two Board meetings was in compliance with the provisions

contained in the Act and the Listing Agreement. Details of Directors as on March 31, 2016 and their attendance at

the Board meetings and Annual General Meeting ("AGM") during the financial year ended March 31, 2016 are

given below:

Mr. Latif Ummed Ali Khan Director

Mr. Vinodkumar Director 14/05/11 01 01 03 02Chotamal Jain

Mr. Pikesh Managing 14/05/11 01 Nil 02 NilSitaram Sharma Director

Mrs. Babita Executive 27/08/14 01 Nil Nil NilPikesh Sharma Director

Independent 27/08/14 01 05 02 01

Name of theDirector

Designation Date of Joining

No. of Directorships/Committee Memberships/Chairmanships

Public LimitedCompanies

Private Limitedand Section 8Companies

CommitteeMemberships

CommitteeChairmanships


16

Attendance of Directors at Board meetings and Annual General Meeting

Name of the Director Attendance at the Board Meeting and AGM

30/05/15 14/08/15 14/11/15 13/12/16 30/09/2015(AGM)

Mr. Latif Ummed Ali Khan

Mr. Vinodkumar Chotamal Jain ü ü ü ü ü

Mr. Pikesh Sitaram Sharma ü ü ü ü ü

Mrs. Babita Pikesh Sharma ü ü ü ü ü

ü ü ü ü ü

lAudit Committee

The role of the Audit Committee is in accordance with the provisions of Section 177 of the Companies Act,

2013 and of SEBI (LODR), Regulations, 2015.

During the period under review, the Audit Committee met four (4)times on 30/05/2015, 14/08/2015, 14/11/2015

and 13/02/2016. Constitution of the Audit Committee and their attendance at the meetings during the financial

year ended March 31, 2016 are given below:

Name of the Member Director

No. of theMeeting Held

Mr. Vinodkumar Chotamal Jain Chairman of the Committee & 04 04Independent Director

Mr. Latif Ummed Ali Khan Member & Independent Director 04 04

Mr. Pikesh Sitaram Sharma Member & Executive Director 04 04

CategoryNo. of theMeeting

Attendance

lNomination and Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and of SEBI (LODR), Regulations, 2015, the Board has constituted Committee as Nomination and Remuneration Committee and adopted terms of reference.

Constitution of the Nomination and Remuneration Committee and their attendance at the meetings during the financial year ended March 31, 2016 are given below:



Mr. Vinodkumar Chotamal Jain Chairman of the Committee & 01 01Independent Director

Mr. Latif Ummed Ali Khan Member & Independent Director 01 01

Category No. of the Meeting Attendance

Details of the remuneration paid/payable to the Directors for the financial year ended on 31st March 2016 are as under:

Name of the Director Salary Perquisites Commission Total

Mr. Latif Ummed Ali Khan Nil Nil Nil Nil

Mr. Vinodkumar Chotamal Jain Nil Nil Nil Nil

Mr. Pikesh Sitaram Sharma Nil Nil Nil Nil

Mrs. Babita Pikesh Sharma Nil Nil Nil Nil


17

lStakeholders Relationship Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and of SEBI (LODR), Regulations, 2015,

the Board has constituted Committee a Stakeholders Relationship Committee and adopted terms of reference.

The Stakeholders Relationship Committee considers and resolves the grievances of security holders. During the

period under review, the Stakeholders Relationship Committee met Two(2) times on 14/08/2015 and

13/02/2016. Details of constitution and attendance details of the Stakeholders Relationship Committee as on

March 31, 2016 are given below:



Mr. Latif Ummed Ali Khan Chairman of the Committee & 02 02Independent Director

Mr. Pikesh Sitaram Sharma Member & Executive Director 02 02

Mr. Vinod Jain Member & Independent Director 02 02

CategoryNo. of theMeeting

Attendance

During the financial year, the Company/Company's Registrar and Transfer Agents haveattended all the

complaints received during the financial year. There was no complaint from shareholders pending as on

March 31, 2016.

lPolicy on material subsidiary

The details of the policy have been disclosed on company's website at www.koffeebreak.in

lPolicy on Related party transactions


lPolicy for selection and appointment of Directors and their remuneration


lFamiliarization programme for Directors

The details of the familiarization programme have been disclosed on company's website at

www.svarajtrading.com

lVigil Mechanism/Whistle Blower Policy

The Company has adopted a Vigil Mechanism policy (Whistle Blower Policy) which enables Directors and

employees to report their genuine concerns. The mechanism provides for adequate safeguards against

the victimization of persons who use this mechanism and make provision for direct access to the Chairman

of the Audit Committee in appropriate and exceptional cases.

lCode of Conduct

In Compliance with Regulation 26(3) of the SEBI (Listing Obligation and Disclosure Requirements)

Regulations, 2015 and the Companies Act, 2013, The Company has laid down the Code of Conduct for all

Board members and senior management of the Company, which is available on the Company's Website at

The details of the policy have been disclosed on company's website at www.koffeebreak.in.

All the Board members and senior management of the Company have affirmed compliance with their Code

of Conduct for the financial year ended March 31, 2016. The Managing Director has also confirmed and

certified the same. The certification is annexed at the end of this report.

lDisclosures:

ØInternal Audit Functions and Statutory Compliance:


18

Internal Audit functions of the company have been carried out by a firm of Chartered Accountants. The

Reports of the Internal Auditors on the operations and financial transactions and the action taken

thereon by the management in the form of report are duly submitted to the Audit Committee of the

Board of Directors. The Statutory Auditors are provided with the reports of the internal auditors for

consideration and report as also the action taken report made by the Company. The Internal auditor

also makes presentation to the Audit Committee whenever required.

For every quarter of the financial year, the Company Secretary/Department Head makes report of

statutory compliances which are placed before the Audit Committee and the Board Meeting.

ØDirectors with materially significant related party transactions, pecuniary or business relationship with

the company:

ØThere were no material significant transactions with the Directors or the management or their

subsidiaries or relatives that have any potential conflict with the interest of the Company.

ØDetails of Non-compliance:

There were no case of non-compliance by the company nor any cases of penalties, strictures imposed

on the company by Stock Exchanges or SEBI or any statutory authority on any matter related to

capital markets during the last three years.

lGeneral Body Meetings:

ØThe details of the Annual General Meetings held during the last three financial years;

FinancialYear

VenueDate and Time No. of Special

ResolutionPassed

2012-13 September 30, 2013 374, 3rd Floor, Powai Plaza, Hiranandani Garden, at 11.00 a.m. Powai, Mumbai-400076 Nil

2013-14 September 30, 2014 374, 3rd Floor, Powai Plaza, Hiranandani Garden, at 11.00 a.m. Powai, Mumbai-400076 Nil

2014-15 September 30, 2015 374, 3rd Floor, Powai Plaza, Hiranandani Garden, at 3.00 p.m. Powai, Mumbai-400076 03

ØDetails of special resolutions passed at the Annual General Meeting with the requisite majority

of the members;

Date Brief subject matter of the resolutions

September lAuthority to the Board of Directors to borrow monies in excess of the limit specified under30, 2015 section 180 of the Act.

lAuthority to Board of Directors to create mortgage or charge on all or any of the movable or immovable or any other tangible and intangible assets / properties of the Company (both present & future).

lAuthority to the Board of Directors to invest in excess of the limit specified under section 186 of the Act.

ØDuring the last three financial years, no Extra ordinary General Meeting was held and no

resolution was passed through postal ballot.

lMeans of Communication

ØQuarterly, Half-Yearly and Annual results of the Company are published in newspapers such as

Financial Express and AaplaMahanagar. These results are promptly submitted to the Bombay Stock

Exchange Limited.


19

September 30, 2016 at 10.30 a.m. at 374, 3rd Floor,

Powai Plaza, Hiranandani Garden, Powai, Mumbai- 400076

April 01 to March 31

2nd week of August 2015

2nd week of November 2015

2nd week of February 2016

4th week of May 2016

September 24, 2016 to September 30, 2016

(both days inclusive)

Not applicable

BSE Limited

Listing fees for the year 2016-2017 have been paid to

BSE Limited

ØThe Company's results and press releases are available on the Company's website (www.koffeebreak.in)

lCEO/CFO Certification

Appropriate certification as required under Regulation 17(8) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 has been made to the Board of Directors by the CEO/CFO which has been taken note of by the Board.

lAffirmation

The provisions of regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI (LODR), Regulations, 2015 are fully complied with, to the extent applicable to the Company. All the mandatory disclosure as required in term of the provisions of SEBI (LODR), Regulations, 2015 are disclosed in this report.

Further the company adopted the following discretionary requirements under Regulation 27 (1) of SEBI (LODR), Regulations, 2015

ØThe Board

No separate office was maintained by the Chairman of the Company

No separate office was maintained by the present Managing Director of the Company.

ØShareholders Rights

Quarterly or half yearly financial results including summary of the significant events are presently not being sent to shareholders of the Company.

ØModified opinions in audit report

Not applicable since there is no qualification in the audit reports

ØSeparate posts of Chairman and Chief Executive Officer

At present no person is holding the post of Chairperson of the Company. Post of the Managing Director and Chief Executive officer is held by the same person.

ØReporting of Internal Auditors

The Internal Auditors directly reported to the Audit Committee

lGeneral Shareholder Information

AGM date, venue and time

Financial Year

First quarter results

Second quarter results

Third quarter results

Fourth quarter and for the financial year ended on

March 31, 2016

Date of Book closure

Dividend payment date

Listing on Stock Exchange

Payment of annual listing fees


20

531602

INE208D01023

L18109MH1994PLC211249

System Support Services

209, Shivalik Industrial Estate

89, Andheri Kurla Road, Andheri (East), Mumbai - 400 072

Tele Phone Nos.: 022-28500835

Email id:[email protected]

Stock Code (BSE)

Demat ISIN no. for CDSL and NSDL

Corporate Identity Number (CIN)

Share Registrar & Transfer Agent

lMarket price data: High/Low during each month in the financial year (In Rs.)

Month BSE Limited, Mumbai

High Low

April 2015 0.16 0.11

May 2015 0.23 0.16

June 2015 0.21 0.16

July 2015 0.16 0.12

August 2015 0.18 0.13

September 2015 0.16 0.10

October 2015 0.14 0.11

November 2015 0.13 0.11

December 2015 0.15 0.12

January 2016 0.17 0.15

February 2016 0.18 0.17

March 2016 0.18 0.18

(Source: Website of BSE Limited, Mumbai www.bseindia.com)

lDistribution of shareholding as on March 31, 2016

1 01 500 903 18.67 238,714 0.18

2 501 1000 781 16.14 748,549 0.58

3 1001 10000 2317 47.89 10,996,642 8.46

4 10001 20000 297 6.13 4,688,889 3.60

5 20001 Above 540 11.17 113,338,206 87.18

Total 4838 100.00 130,011,000 100.00

Sr.No.

No. of equity shares held Shareholder(s) as on Shareholding(s)

From To Nos. % %Nos.


21

lCategory wisedistribution of shareholding as on March 31, 2016

No. of Sharesheld

% of holding

Promoter and Promoter Group Nil Nil

Mutual fund Nil Nil

Banks and Financial Institutes, Insurance Companies etc. Nil Nil

FIIs Nil Nil

Bodies Corporate 46,100,782 35.46

Indian Public 82,106,846 63.16

NRIs and OCB 1,803,372 1.38

Directors and relatives Nil Nil

Others Nil Nil

Total 130,011,000 100.00

Category

lDematerialization of shares and liquidity The Company's shares are traded compulsorily in dematerialized form on the stock exchange. As on

March 31, 2016, 96.70 % of the paid-up share capital of the Company was in dematerialized form.

lOutstanding GDR/ADR/Warrants or any Convertible Instruments, conversion dates and likely

impact on equityNot Applicable

lAddress for investors correspondenceShareholders/Investors should address their correspondence to the Company's Registrar & Transfer

Agents at the address mentioned earlier.

Shareholders/Investors may also contact Mr. Pikesh Sharma Managing Director &Compliance Officer at

the Registered Office of the Company situated at 374, 3rd Floor, Powai Plaza, Hiranandani Garden,

Powai, Mumbai, Maharashtra - 400076.Telephone Nos.:022-30603365 and Email id:[email protected]

For KOFFEE BREAK PICTURES LIMITED

Sd/-PIKESH SITARAM SHARMA

Managing DirectorDIN: 05143923



22

CEO/CFO CERTIFICATION TO THE BOARD

[Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015]

We, Mr. Pikesh Sharma, Managing Director and Mrs. BabitaPikesh Sharma Executive Director and CFO

KOFFEE BREAK PICTURES LIMITED appointed in terms of provision of Companies Act 2013, certify to the

Board that:

a. We have reviewed the financial statements and the cash flow statement for the financial year ended on

March 31, 2016 and that to the best of our knowledge and belief:

lThese statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading;

lThese statements together present a true and fair view of the Bank's affairs and are in compliance

with existing accounting standards, applicable laws and regulations;

b. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the

financial year ended on March 31, 2016 which are fraudulent, illegal or violative of the Company's code of

conduct;

c. We accept responsibility for establishing and maintaining internal controls and that I have evaluated the

effectiveness of the internal control systems of the Bank and we have disclosed to the auditors and the

Audit Committee, deficiencies in the design or operation of the internal control, if any, of which we are

aware of and the steps we have taken or propose to take to rectify these deficiencies.

d. We have indicated to the Auditors and the Audit Committee:

lSignificant changes in internal control over the financial reporting during the financial year 2015-16

lSignificant changes in accounting policies during the financial year 2015-16 and that the same have

been disclosed in the notes to the financial statements; and

lInstances of significant fraud of which we have become aware and the involvement therein, if any, of

the management or an employee having a significant role in the Company's internal control system

over the financial reporting.

Sd/- Sd/-Pikesh Sharma Babita SharmaManaging Director Chief financial officerDIN: 05143923

Place: MumbaiDated; May 27, 2016


23

INDEPENDENT AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

To the Members ofKoffee Break Pictures LimitedMumbai

We have examined compliance of conditions of corporate governance by Koffee Break Pictures Limited (the

Company) for the year ended on 31st March 2016 as stipulated in Clause 49 of the Listing Agreement ('Listing

Agreement') of the Company with the stock exchanges for the period 1 April 2015 to 30 November 2015 and as

per the relevant provisions of SEBI (Listing Obligation and Disclosure requirement) regulations, 2015 ('Listing

Regulations')as referred to in Regulations 15(2) of the Listing Regulations for the period 1 December 2015 to 31

March 2016.

The compliance of conditions of corporate governance is the responsibility of the Management. Our examination

was limited to procedures and implementations thereof, adopted by the Company for ensuring the compliance

with the conditions of the Corporate Governance. It is neither an audit nor an expression 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, we certify that the

Company has complied with the conditions of corporate governance as stipulated in the above- mentioned Listing

Agreement / Listing Regulations as applicable.

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 Agarwal Desai & ShahChartered Accounts

(FRN.: 124850W)

Sd/-Rishi Sekhri

PartnerMembership No. 126656



24

INDEPENDENT AUDITORS' REPORT

TO THE MEMBERS OF KOFFEE BREAK PICTURES LIMITED

REPORT ON THE FINANCIAL STATEMENTS

1. We have audited the accompanying financial statements of Koffee Break Pictures Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act")with respect to the preparation of these financial statements to give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made thereunder including the accounting standards and matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity withthe accounting principles generally accepted in India, of the state of


25

affairs of the Company as at March 31, 2016, and its profitand its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by 'the Companies (Auditor's Report) Order, 2016', issued by the Central Government of India in terms of sub-section(11) of section 143 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a director in terms of Section164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B.

(g) With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

i. The Company does not have any pending litigations as at 31st March, 2016, which would impacts its financial position.

ii. The Company did not have any long term contracts including derivative contracts as at 31st March, 2016.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31st March, 2016.

For Agarwal Desai & ShahFirm Registration Number: 124850WChartered Accountants

Sd/-Rishi SekhriPartner Membership Number: 126656

Place: MumbaiDate: 27th May, 2016


26

ANNEXURE A TO INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 9 of the Independent Auditors' Report of even date to the members of Koffee Break Pictures Limited on the financial statements for the year ended March 31, 2016.

I. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) The title deeds of immovable properties, as disclosed in Note 11 on fixed assets to the financial statements, are held in the name of the Company.

ii The Company is in the business of rendering services, and consequently, does not hold any inventory. Therefore, the provisions of Clause 3(ii) of the said Order are not applicable to the Company.

iii. The Company has not granted any loans, secured or unsecured loan to companies, firms or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a) and (iii)(b) of the said Order are not applicable to the Company.

iv. In our opinion, and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of the loans and investments made, and guarantees and security provided by it.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. The Central Government of India has not specified the maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the products of the Company.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, income tax, service tax, and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, service-tax and other material statutory dues which have not been deposited on account of any dispute.

viii. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of loans or borrowings to any financial institution or bank or Government as at the balance sheet date.

ix. In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported uring the year, nor have we been informed of any such case by the Management.

xi. Based upon the audit procedures performed and the information and explanations given by the


27

management, the managerial remuneration has been paid in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)Rules, 2014.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. Based upon the audit procedures performed and the information and explanations given by the management, the Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For Agarwal Desai & ShahFirm Registration Number: 124850WChartered Accountants

Sd/-Rishi SekhriPartner Membership Number: 126656

Place: MumbaiDate: May 27, 2016


28

ANNEXURE B TO INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 10(f) of the Independent Auditors' Report of even date to the members of Koffee Break Pictures Limited on the financial statements for the year ended March 31, 2016.Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ('the Act")

1. We have audited the internal financial controls over financial reporting of Koffee Break Pictures Limited ("the Company") as of March 31,2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

2. The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act ,2013.

Auditors' Responsibility

3. Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reportingwas established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting.

6. A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control over financial reporting includes those policiesand procedures that-


29

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Agarwal Desai &Shah.Firm Registration Number: 124850WChartered Accountants

Sd/-Rishi SekhriPartnerMembership Number: 126656

Place: MumbaiDate: 27th May 2016


30

st BALANCE SHEET AS AT 31 MARCH, 2016(Amount in `)

I Equity & Liabilities

I Equity & Liabilities

1. Shareholders' funds(a) Share Capital 2(1) 130,011,000 130,011,000 (b) Reserves and Surplus 2(2) (83,809,329) (84,089,660)

46,201,671 45,921,340

2. Non - Current Liabilities(a) Long -Term Borrowings - - (b) Deferred Tax Liabilities (Net) - -

- - 3. Current Liabilities

(a) Short - Term Borrowings 2(3) - 18,699,978 (b) Trade Payable 2(4) 188,750 222,988 (b) Other Current Liabilities 2(5) 500,335,284 94,984

500,524,034 19,017,950

TOTAL 546,725,705 64,939,290

II Assets1. Non - Current Assets

(a) Fixed Assets 2(6)Tangible Assets 629,365 1,057,705

(b) Non - Current Investments 2(7) 239,280 239,280(c) Long - Term Loans and Advances 2(8) 52,638,365 14,610,518

53,507,010 15,907,503 2. Current Assets

(a) Cash and Bank Balances 2(9) 239,045 2,679,250 (b) Short - Term Loans and

Advances 2(10) 492,979,650 46,352,537

493,218,695 49,031,787

TOTAL 546,725,705 64,939,290

ParticularsNote No

st31 March 2016 st31 March 2015

The accompanying notes are an integral part of the finanical statements

Significant Accounting Policies 1Notes to the Balance Sheet 2Other Notes 4

In terms of our report of even dateFor Agarwal Desai & ShahChartered Accountants

Sd/-Rishi SekhriPartnerMembership No: 126656Firm Reg. No. 124850W

For and on behalf of Board of DirectorsKoffee Break Pictures Ltd

Sd/-Pikesh SharmaManaging DirectorDIN - 01543923

Mumbaith 27 ,2016May

Sd/-Babita Pikesh SharmaDirector & CFODIN - 6942432


31

ParticularsNote No

I Revenue from Operations 3(1) - 2,450,000

II Other Income 3(2) 2,531,867 1,900,793

III Total Revenue (I + II) 2,531,867 4,350,793

IV Expenses

Operating Expenses 3(3) - 1,995,201

Changes in Inventories 3(4) - 84,140,732

Employee Benefits Expense 3(5) 984,000 432,000

Depreciation and Amortization Expense 2(6) 428,340 777,382

Other Expense 3(6) 697,347 58,588,342

Total Expense 2,109,687 145,933,657

V Profit before Tax (III-IV) 422,180 (141,582,864)

VI Tax Expense:

(a) Current Tax Expenses 141,850 -

(b) Mat Credit - -

(c) Deferred Tax 2(8) - -

141,850 -

VII Profit/(Loss) for the Period (V-VI) 280,330 (141,582,864)

VII Earnings Per Equity Share

(Face Value ` 10 Per Share): 3(7)

(1) Basic (`) 0.00 (1.09)

(2) Diluted (`) 0.00 (1.09)

st31 March 2016

st STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH, 2016

st31 March 2015

(Amount in `)

The accompanying notes are an integral part of the finanical statements

Significant Accounting Policies 1

Notes to the Balance Sheet 3

Other Notes 4





Mumbaith 27 ,2016May



32

Particulars st31 March 2016st31 March 2015

Cash flow from operating activities Profit before tax from continuing operations 422,180 (141,582,864)

Profit before tax 422,180 (141,582,864)Non-cash adjustment to reconcile profit before tax to net cash flows - 583,255 Depreciation/amortization on continuing operation 428,340 777,382 Interest income (2,531,867) (1,900,793)

Operating profit before working capital changes (1,681,347) (142,123,020)Movements in working capital : Increase / (decrease) in other current liabilities 500,240,300 (3,328,623)Increase / (decrease) in trade payables (34,238) 222,988 Decrease / (increase) in inventories - 84,140,732 Decrease / (increase) in trade receivables - 1,583,272 Decrease / (increase) in long-term loans and advances (38,027,847) 90,723,033 Decrease / (increase) in short-term loans and advances (446,627,113) (43,591,945)Cash generated from /(used in) operations 13,869,755 (12,373,562)Direct taxes paid (net of refunds) (141,850) -

Net cash flow from / used in operating activities (A) 13,727,905 (12,373,562)

Cash flows from investing activitiesPurchase of Investments - (219,980)Interest received 2,531,867 1,900,793

Net cash flow from/(used in) investing activities (B) 2,531,867 1,680,813

Cash flows from financing activitiesProceeds from short-term borrowings (18,699,978) 12,897,113

Net cash flow from/(used in) in financing activities (C) (18,699,978) 12,897,113

Net increase / (decrease) in cash and cash equivalents (A + B + C) (2,440,205) 2,204,365 Cash and cash equivalents at the beginning of the year 2,679,250 474,885

Cash and cash equivalents at the end of the year 239,045 2,679,250

Components of cash and cash equivalentsCash on hand 87,759 7,259 With banks - on current account 61,600 2,662,878

unpaid dividend accounts 89,686 9,113

Total cash and cash equivalents (Note 12) 239,045 2,679,250

st CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2016(Amount in `)


Sd/-Rishi Sekhri PartnerMembership No: 126656Firm Reg. No. 124850W




Mumbaith 27 May,2016


33

NOTE 1: Significant Accounting Policies

1 Basis of accounting and preparation of financial statements

These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis. These financial statements have been prepared in compliance with all material aspects of the accounting standards notified under section 133 and the other relevant provisions of the Companies Act, 2013. All assets and liabilities have been classified as current or non-current as per the crieteria setout in Schedule III to the Act.

2 Use of estimates

The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise.

3 Inventories

"(i) Inventories of under production films/Animations and other contents are valued at actual amount spent which includes amount paid, bills settled and advance paid for which bills are awaited. The residual values of all the films are valued at NIL as total cost of production is charged to revenue at the time of first release of such films. Other inventories are stated at cost.(ii) Acquired rights pertaining to movies, animations and other contents are amortized on the exploitation of such rights based on the management estimates of revenue potential."

4 Cash and cash equivalents (for purposes of Cash Flow Statement)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

5 Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

6 Depreciation and amortisation

Depreciation has been provided on the straight-line method as per the useful life prescribed in Schedule II to the Companies Act, 2013. In respect of computer softwares which are amortised over a period of five years in accordance with the Accounting Standard 26 "Accounting for Intangible Assets". Depreciation on addition to fixed assets is provided on a pro-rata basis from the date of addition.

The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of each financial year and the amortisation method is revised to reflect the changed pattern.

7 Revenue recognition

"(i) Revenues from Licensing / public sale of movies are recognized in accordance with the licensing

agreement or on physical delivery of the movies, whichever is later. (ii) Recoveries of old films are

recognized as and when royalties earned.(iii) In respect of services, the company accounts for the revenue

are on the basis of completed contract method.(iv) Interest income is accounted on accrual basis.(v)

st ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS AS AT 31 MARCH, 2016


34

Dividend is recognized when the right to receive the dividend is unconditionally established at the balance

sheet date."

8 Other income

Interest income is accounted on accrual basis. Dividend income is accounted for when the right to receive

it is established.

9 Tangible fixed assets

"Fixed assets, are carried at cost less accumulated depreciation, Service Tax/VAT Credit availed and

impairment losses, if any. The cost of fixed assets includes interest on borrowings attributable to

acquisition of qualifying fixed assets up to the date the asset is ready for its intended use and other

incidental expenses incurred up to that date. Exchange differences arising on restatement / settlement of

long-term foreign currency borrowings relating to acquisition of depreciable fixed assets are adjusted to the

cost of the respective assets and depreciated over the remaining useful life of such assets. Machinery

spares which can be used only in connection with an item of fixed asset and whose use is expected to be

irregular are capitalised and depreciated over the useful life of the principal item of the relevant assets.

Subsequent expenditure relating to fixed assets is capitalised only if such expenditure results in an

increase in the future benefits from such asset beyond its previously assessed standard of

performance.Fixed assets acquired and put to use for project purpose are capitalised and depreciation

thereon is included in the project cost till commissioning of the project. "

Fixed assets acquired in full or part exchange for another asset are recorded at the fair market value or the

net book value of the asset given up, adjusted for any balancing cash consideration. Fair market value is

determined either for the assets acquired or asset given up, whichever is more clearly evident. Fixed

assets acquired in exchange for securities of the Company are recorded at the fair market value of the

assets or the fair market value of the securities issued, whichever is more clearly evident.

10 Intangible assets

Intangible Assets are recorded at cost of acquisition.

11 Investments

"(i) Long term: Long term investments shown in the balance sheet are valued at cost unless there is a

permanent diminution in the value, in such case are valued at the diminished value and the difference is

charged to profit and loss account.(ii) Disposal of Investments: On disposal of an investment, the

difference between the carrying amount and net disposal proceed is being charged to profit and loss

account determined on the basis of First in First out (FIFO) Method."

12 Leave Encashment

Leave Encashment expenses are being accounted for as and when the employee encash.

13 Borrowing costs

Borrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arising

from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.

Costs in connection with the borrowing of funds to the extent not directly related to the acquisition of

qualifying assets are charged to the Statement of Profit and Loss over the tenure of the loan. Borrowing

costs, allocated to and utilised for qualifying assets, pertaining to the period from commencement of

activities relating to construction / development of the qualifying asset upto the date of capitalisation of

such asset is added to the cost of the assets. Capitalisation of borrowing costs is suspended and charged

to the Statement of Profit and Loss during extended periods when active development activity on the

qualifying assets is interrupted.

35


14 Segment reporting

The entire operation of the Company relates to only one segment viz. Software and Entertainment. As

such, there is no separate reportable segment under Accounting Standards- AS 17 on Segment Reporting.

15 Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of

extraordinary items, if any) by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect

of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income

relating to the dilutive potential equity shares, by the weighted average number of equity shares

considered for deriving basic earnings per share and the weighted average number of equity shares which

could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are

deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from

continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the

beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares

are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average

market value of the outstanding shares). Dilutive potential equity shares are determined independently for

each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for

share splits / reverse share splits and bonus shares, as appropriate.

16 Taxes on income

"Current tax is the amount of tax payable on the taxable income for the year as determined in accordance

with the provisions of the Income Tax Act, 1961.Minimum Alternate Tax (MAT) paid in accordance with the

tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is

considered as an asset if there is convincing evidence that the Company will pay normal income tax.

Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic

benefit associated with it will flow to the Company. Deferred tax is recognised on timing differences, being

the differences between the taxable income and the accounting income that originate in one period and are

capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and

the tax laws enacted or substantially enacted as at the reporting date. Deferred tax liabilities are

recognised for all timing differences. Deferred tax assets in respect of unabsorbed depreciation and carry

forward of losses are recognised only if there is virtual certainty that there will be sufficient future taxable

income available to realise such assets. Deferred tax assets are recognised for timing differences of other

items only to the extent that reasonable certainty exists that sufficient future taxable income will be

available against which these can be realised. Deferred tax assets and liabilities are offset if such items

relate to taxes on income levied by the same governing tax laws and the Company has a legally

enforceable right for such set off. Deferred tax assets are reviewed at each Balance Sheet date for their

realisability. "

Current and deferred tax relating to items directly recognised in equity are recognised in equity and not in

the Statement of Profit and Loss.

17 Provision and Contingencies

A provision is recognised when the Company has a present obligation as a result of past events and it is

probable that an outflow of resources will be required to settle the obligation in respect of which a reliable

estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value

and are determined based on the best estimate required to settle the obligation at the Balance Sheet date.

These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates.

Contingent liabilities are disclosed in the Notes.

36


(a) Capital ReserveOpening Balance 5,295,000 5,295,000 Add/(Less): Transfers - -

Closing Balance 5,295,000 5,295,000

(b) Securities Premium ReserveOpening Balance 91,285,000 91,285,000 Add/(Less): Transfers - -

Closing Balance 91,285,000 91,285,000

(c) Surplus / (Deficit) in Statement of Profit and LossOpening Balance (180,669,660) (38,102,663)Less- Dep Charged on Fixed Assets - (984,132)Add/(Less): profit/(loss) for the period 280,330 (141,582,864)Add/(Less): Transfers - - Closing Balance (180,389,329) (180,669,660)

Grand Total (83,809,329) (84,089,660)

NOTE 2 : Notes to the Balance Sheet

1. SHARE CAPITAL

(a) Details of authorised, issued and subscribed share capital (Amount in `)

Authorised Capital16,00,00,000 (PY 16,00,00,000) Equity Shares of ` 1/- each 160,000,000 160,000,000

Issued Capital13,00,11,000 (PY 13,00,11,000) Equity Shares of ` 1/- each fully paid up 130,011,000 130,011,000

Subscribed and Paid up13,00,11,000 (PY 13,00,11,000) Equity Shares of ` 1/- each fully paid up 130,011,000 130,011,000

Total 130,011,000 130,011,000

(b) The Share Capital of the Company is divided into 13,00,11,000 Equity shares of ` 1/- each with an Authorised Share Capital of 16,00,00,000 Equity shares of ` 1/- each. There has been no change in the capital structure of the Company during the period under review.

(c ) Reconciliation of number of shares outstanding at the beginning and at the end of the reporting period

No. of shares at the beginning of the year 130,011,000 130,011,000

Fresh Issue - -

No. of shares at the end of the year 130,011,000 130,011,000

2. RESERVES AND SURPLUS





37

3. SHORT-TERM BORROWINGS


(Amount in `)

Unsecured Loans- From Others - 18,699,978

Grand Total - 18,699,978

4. TRADE PAYABLES


(Amount in `)

Dues to Micro, Small and Medium Enterprises*Other than Micro, Small and Medium Enterprises 188,750 222,988

188,750 222,988

*There are no parties who have been identified as micro, small and medium enterprises based on the confirmations circulated and responses received by the management.

5. OTHER CURRENT LIABILITIES


(Amount in `)

Other Current Liabilities

Other liabilities & Statutory dues 9,000 8,500

Other Advances 500,239,800 -

Unclaimed Dividend 86,484 86,484

Total 500,335,284 94,984

7. NON-CURRENT INVESTMENT


(Amount in `)

Other than Trade Investments

Unquoted Investments23928 (PY-23928) Shares of ` 10 each of Vin Anand E- Commerce India Pvt Ltd Limited 239,280 239,280

Grand Total 239,280 239,280

8. LONG - TERM LOANS AND ANCES


(Amount in `)

Unsecured

Sundry Loans 52,638,365 14,610,518

Grand Total 52,638,365 14,610,518


38

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39

(a) Cash & Cash EquivalentsCash on Hand 87,759 7,259

Bank Balances in:In current accounts 61,600 2,662,878

149,359 2,670,137

(b) Other Bank Balances - Earnmarked balances 89,686 9,113

Unclaimed divided Account Grand Total 239,045 2,679,250

9. CASH AND BANK BALANCS


(Amount in `)

Unsecured, considered good

Advance Given for Investment 166,500,000 45,000,000

Other Advances 325,095,286 -

Balances with government authorities 1,384,364 1,352,537

Grand Total 492,979,650 46,352,537

10. SHORT - TERM LOAN AND ADVANCES


(Amount in `)

(Amount in `)

NOTE 3: Notes to Statement of Profit and Loss

st31 March 2016st31 March 2015Particulars

Sale of Products - - Business Liazoing - 2,450,000

Total - 2,450,000

1. REVENUE FROM OPERATIONS


2. OTHER INCOME (Amount in `)

Interest Income 2,531,867 1,900,793

Total 2,531,867 1,900,793

3. CHANGES IN INVENTORIES


(Amount in `)

(A) At the end of the period " Work-in-Progress

(B) At the beginning of the period Work-in-Progress - 84,140,732

Net - 84,140,732

* Refer Note No.4(2).


40

3. CHANGES IN INVENTORIES


(Amount in `)

(A) At the end of the period " Work-in-Progress

(B) At the beginning of the period Work-in-Progress - 84,140,732

Net - 84,140,732


4. OPERATING EXPENSES


(Amount in `)

Operational Expenses - 1,995,201

- 1,995,201

5. EMPLOYEE BENEFIT EXPENSES (Amount in `)


Salaries and incentives 984,000 432,000

984,000 432,000

6. OTHER EXPENSES


(Amount in `)

Rates & taxes 750 -Communication 34,730 25,629 Travelling and conveyance 15,870 158,375 Sales promotion and advertisement expenses 54,116 12,023 Legal and professional 523,852 380,848 Bank Charges 4,834 1,723 Sundry Balances Written off* - 57,938,450 Payment to AuditorsAudit fees 40,000 40,000Miscelliones expenses 23,195 31,294

Total 697,347 58,588,342


7. EARNING PER EQUITY SHARE


(Amount in `)

Rates & taxes 750 -Profit/(Loss) attributable to Equity shareholders 280,330 (141,582,864)Weighted average number of equity shares 130,011,000 130,011,000 Basic Earnings Per Share 0.00 (1.09)Face value per Share 10 10

Profit after adjusting interest on potential equity shares 280,330 (141,582,864)Weighted average number of equity share after considering 130,011,000 130,011,000 potential equity shares\Dilutive Earnings per Share 0.00 (1.09)


41

NOTE 4: Other Notes

1. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current

year's classification / disclosure.

2. The Inventory of 'Pictures in Process' as on 31st March'2015 had considered after writing off of the Inventory of

CY- Nil (P.Y.-Rs. 84,140,732/- )as this inventory was not realisable. Further certain debtors, loans & advances of

CY-Nil (PY-Rs. 57,938,450/-) had been written off during the year as the same were not recoverable.

3. Related Party Disclosure

a. Details of Related Parties

Description of Relationship Name of Related Parties

Key Management Personnel Pikesh Sharma (MD)

Key Management Personnel Babita Pikesh Sharma (CFO)

b. Details of Related Party transactions during the year ended March 31, 2016

2015-16 2014-15Particulars

Loan taken from director -

Loan repayment - 238,081

Balance outstanding at the end of year - -


42






Mumbaith 27 May,2016

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 24thAnnual General Meeting of the Members of KOFFEE BREAK

PICTURES LIMITED will be held on Friday, September 30, 2016at the registered office of the Company at 374,

3rd Floor, Powai Plaza, Hiranandani Garden, Powai, Mumbai- 400076 at 10.30 a.m. to transact the following

business:

Ordinary Business:

1. To receive, consider and adopt the financial statements of the Company for the financial year ended on

31stMarch 2016including the audited Balance Sheet as on 31st March 2016and the Statement of Profit and

Loss for the year ended on that date and the Reports of the Directors and Auditors thereon.

2. To appoint a Director in place of Mr. PikeshSitaram Sharma (DIN: 05143923), who retires by rotation and

being eligible, offers himself for re-appointment.

3. To consider and, if thought fit, to pass, with or without modification, the following resolution as an ordinary

resolution:

"RESOLVED that M/sAgarwal Desai & Shah, Chartered Accountants (Firm Registration No.124850W), the

retiring Auditors be re-appointed as Auditors of the Company pursuant to Section 139 of the Companies Act,

2013, (the "Act"), the Companies (Audit and Auditors) Rules, 2014 and such other applicable provisions, if any,

of the Act or Rules framed there-under from the conclusion of this Annual General Meeting till the conclusion of

the next Annual General Meeting of the Company;

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to fix the

remuneration payable and the reimbursement of out-of-pocket expenses, if any, to the said Auditors."

By Order of the Board of Directors ofKoffee Break Pictures Limited

Sd/-Pikesh Sharma

Managing Director DIN: 05143923

Registered Office: 374, 3rd Floor, Powai Plaza, Hiranandani Garden, Powai, Mumbai - 400076

Place : Mumbai, Dated : August 09, 2016


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NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING OF THE

COMPANY IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF

HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER.

2. A person can act as proxy on behalf of Members not exceeding 50 (fifty) and holding in the aggregate not

more than 10 (ten) percent of the total share capital of the Company carrying voting rights. A member

holding more than 10 (ten) percent of the total share capital of the Company carrying voting rights may

appoint a single person as Proxy and same person shall not act as Proxy for any other person or

shareholder.

3. The instrument appointing the Proxy, duty completed and signed, must be deposited at the Registered

Office of the Company not less than 48 hours before the commencement of the Meeting. A Proxy does not

have the right to speak at the meeting and can vote only on a poll.

4. The Register of Members of the Company shall remain closed from Saturday, September 24, 2016 to

Friday, September 30, 2016 (both days inclusive).

5. This notice is being sent to all the Members, whose names appear in the Register of Members/ Records

of Depositories as on the close of working hours on September 02, 2016.

6. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for

inspection at the Registered Office of the Company during normal business hours (9.00 am to 5.00 pm)

on all working days except Saturdays, up to and including the date of the Annual General Meeting of the

Company.

7. The Notice of the Annual General Meeting is sent electronically to all the shareholders who have

registered their email addresses with the Company / Depositories and to the other shareholders by Speed

Post / Registered Post / Courier.

8. Members seeking clarifications on the Annual Report are requested to send in written queries to the

Company at least one week before the date of the Meeting. This would enable the Company to compile

the information and provide replies in the meeting.

9. In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies

(Management & Administration) Rules, 2014, the Company is pleased to offer Remote e-voting facility

which will enable the Members to cast their votes electronically on all the resolutions set out in the Notice.

The Board of Directors has appointed ManojMimani,partner R M Mimani& Associates LLP, Company

Secretaries (ACS 17083, CP 11601) as Scrutinizer for conducting the electronic voting process in a fair

and transparent manner.

10. E-voting Facility: (i) The e-voting period commences on Tuesday, September 27, 2016 (9.00 a.m.) and

ends on Thursday, September 29, 2016 (5.00 p.m.). The Remote e-voting module shall be disabled for

voting thereafter. (ii) The Company has engaged Central Depository Services (India) Limited ("CDSL") to

offer Remote e-voting facility to all its Members to enable them to cast their vote electronically.

11. Voting rights will be reckoned on the paid-up value of the shares registered in the name of the members

as on the cut-off date i.e. September 23, 2016. The Scrutinizer, after scrutinizing the votes cast at the

24thAnnual General Meeting, and through remote e-voting will, not later than three days of the conclusion

of the 24thAnnual General Meeting, make a consolidated report and submit the same to the

Chairman/Managing Director. The results along with the consolidated scrutinizer's report shall be placed

on the website of the Company and on the website of CDSL within three days from the conclusion of the

24th Annual General Meeting. The results shall simultaneously be communicated to the Stock Exchange.


44


45

12. The Voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company.

13. The Equity shares of the Company are mandated for trading in the compulsory demat mode. The ISIN No. allotted for the Company's shares is INE208D01023.

14. Members / Proxies are requested to bring attendance-Slip along with their copy of Annual Report to the Meeting.

15. Members desiring to exercise their vote by using e-voting facility should carefully follow the instructions given below.

a. shareholders should log on to the e-voting website:

b. Click on Shareholders Tab.

c. Enter your User ID:

i. The For CDSL: [16 digits beneficiary ID];

ii. For NSDL: [8 Character DP ID followed by 8 Digits Client ID];

iii. Members holding shares in Physical Form should enter Folio Number registered with the Company.

d. Enter the Image Verification as displayed and Click on Login If you are holding shares in demat form and had logged on to www.evotingindia.com and have cast your vote earlier for EVSN of any company, then your existing password is to be used.

e. If you are a first time user, follow the steps given below and fill the appropriate boxes: For Members holding shares in Demat Form and Physical Form: PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (in capital) (Applicable for both demat shareholders as well as physical shareholders)

f. Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN Field. The Sequence Number is printed on the Attendance Slip.

g. In case the sequence number is less than 8 digits, enter the applicable number of 0's before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field. DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format. Dividend Bank Details# Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio. # Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction

h. After entering these details appropriately, click on "SUBMIT" tab.

i. Members holding shares in physical form will then directly reach the EVSN selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

j. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

www.evotingindia.com

http://www.evotingindia.com


46

k. Click on the relevant EVSN for Koffee Break Pictures Limited on which you choose to vote.

l. On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

m. Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details. After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

n. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

o. You can also take out print of the voting done by you by clicking on "Click here to print" option on the Voting page.

p. If Demat account holder has forgotten the changed password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

q. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI, etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate. A scanned copy of the Registration Form bearing the stamp and signature of the entity should be emailed to [email protected]. After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on. The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

16. Pursuant to Section 107 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, there will not be voting by show of hands on any of the agenda items at the Meeting and poll will be conducted in lieu thereof.

17. Details of Directors Seeking Appointment And Re-Appointment As Required Under SEBI(LODR), Regulations, 2015.

Name of the Director Mr. PikeshSitaram Sharma

DIN 05143923

Date of Birth 07/07/1979

Date of appointment on the Board 14/03/2011

Qualification Under Graduate

Expertise None

Relationship with Director Managing Director

Directorship in other Companies None

Membership/Chairmanshipin Committees 02 Committee Membership

Shareholding in the Company 9,020 Equity shares

Particulars Director

KOFFEE BREAK PICTURES LIMITEDCIN: L18109MH1994PLC211249

Regd. Office: 374, 3rd Floor, Powai Plaza, Hiranandani Garden, Powai, Mumbai - 400 076

Tel: 022 30603365; Email id: [email protected]; Website: www.koffeebreak.in

ATTENDANCE SLIP

(Please fill the attendance slip and hand it over at the entrance of the meeting hall)

I/we hereby record my/our presence at the 24thAnnual General meeting of the Company held on FridaySeptember 30, 2016 at 10.30 a.m. at the registered office of the Company at 374, 3rd Floor, Powai Plaza, Hiranandani Garden, Powai, Mumbai- 400076

Member's/Proxy's name(in Block Letters)

Regd. Folio No.** ………………………………………………………………………………………...................................

DP ID………………………………….............................................................................................................................

No. of Shares held …………………………………………………………………………………….....................................

Client ID ……………………………………………………………….................................................................................

Name(s) and address of the shareholder in full

………………………………………………….................................................................................................................

………………………………………………….................................................................................................................

**Applicable for investor holding shares in physical form


PROXY FORM[Form MGT-11]

[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member (s) :

Registered Address :

Email Id :

Folio No/Client Id :

DP ID :

I/We, being a Member (s) of ______________________ shares of the above named Company hereby appoint:

1. Name :

Address :

Email ID :

Signature : or failing him

2. Name :

Address :

Email ID :

Signature : or failing him

3. Name :

Address :

Email ID :

Signature :

KOFFEE BREAK PICTURES LIMITEDCIN: L18109MH1994PLC211249

Regd. Office: 374, 3rd Floor, Powai Plaza, Hiranandani Garden, Powai, Mumbai - 400 076

Tel: 022 30603365; Email id: [email protected]; Website: www.koffeebreak.in

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 24thAnnual General meeting of the

Company to be held on Friday September 30, 2016 at 10.30 a.m. at the registered office of the Company at 374, 3rd

Floor, Powai Plaza, Hiranandani Garden, Powai, Mumbai - 400076 and at any adjournment thereof in respect of such

resolutions as are indicated below:


Signature of Shareholder

Signed this ____________ day of ___________2016

Note:Company, not less than 48 hours before the commencement of the Meeting.This form of proxy in order to be effective should be duly completed and deposited at the registered office of the

AffixRevenue

Stamp

1. To receive, consider and adopt the financial statements of the Company for the financial year ended on 31st

March 2016

2. To appoint a Director in place of Mr. Pikesh Sitaram Sharma (DIN: 05143923), who retires by rotation and being

eligible, offers himself for re-appointment

3. To appoint Auditors and fix their remuneration.

Signature of Proxy holder(s)


If Undelivered please return to:

KOFFEE BREAK PICTURES LIMITEDrd374, 3 Floor, Powai Plaza, Hiranandani Garden,

Powai, Mumbai - 400 076.

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