52 WEEKS ENTERTAINMENT - Bombay Stock Exchange · Mr. Joe Rajan Valiyaveetil ... To consider and, if thought fit, to pass with or without modification(s) ... Floor, Morya Blue Moon,

52 WEEKS ENTERTAINMENT

LIMITED

CIN: L93000MH1993PLC072467

TH 24 ANNUAL REPORT2016-2017

COMPANY INFORMATION

COMPANY SECRETARYMr. Romin Shah

BANKERSAxis Bank Limited

AUDITORSMotilal & Associates

Chartered Accountants

Internal Auditor M/s Dhawan & Co.


REGISTERED OFFICEUnit No.501,5th Floor,

Morya Blue Moon, Opp.Citi Mall,Andheri Lokhandwala Road,Andheri (W), Mumbai-400053

Tel.: 022 40167088, 022 22842127 Fax: 022 22819226

Email: [email protected] Website: www.52weeksentertainment.com

Mr. Shantanu SheoreyMr.Cyrus Bhot

Ms.Karishma JainMr. Joe Rajan Valiyaveetil

Mrs. Preeti DoshiMrs. Dhrupa ThakkarMr. Vipin Champawat

BOARD OF DIRECTORS Contents

1. Notice

2. Directors Report

3. Management Discussion and Analysis Report

4. Corporate Governance Report

5. Independent Auditor's Report

6. Balance Sheet

7. Statement of Profit & Loss

8. Cash Flow Statements

9. Notes on Financial Statements

10. Auditors Report on Consolidated Accounts

11. Consolidated Balance Sheet

12. Consolidated Statement of Profit & Loss

13. Consolidated Cash Flow Statement

14. Notes on Consolidated Financial Statements

15. Attendance Slip, Proxy Form & Ballot Paper

NOTICE

NOTICE is hereby given that the 24th Annual General Meeting of the members of 52 Weeks Entertainment Limited will be held on Friday, 8th September, 2017 at 11:30 am at the registered office of the company situated at Unit No.501,5th Floor, Morya Blue Moon, Opp. Citi Mall Andheri Lokhandwala Road, Andheri (W) Mumbai – 400053 to transact the following businesses :

ORDINARY BUSINESS

1. To receive, consider and adopt the Standalone and Consolidated Audited Financial Statement of the Company for the financial year ended 31st March, 2017 and Report of the Directors and Auditor's thereon.

2. To appoint a Director in place of Mr. Cyrus Bhot (DIN 00443874) who retires by rotation and being eligible offers himself for reappointment.

3. Appointment of Statutory Auditors of the Company.

To consider and, if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Motilal & Associates , Chartered Accountants (Firm Registration No. 106584W), be and are hereby appointed as Statutory Auditors of the Company to hold office for term of five years from the conclusion of this Annual General Meeting (“AGM”) untill the conclusion of the 29th AGM to be held in the year 2022 (subject to ratification of their appointment by member at every Annual General Meeting ), at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

SPECIAL BUSNESS

4. To appoint Mrs. Preeti Doshi (DIN: 07741542 ) as an Independent Director of the Company and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI(LODR) Regulations, 2015 Mrs. Preeti Doshi (DIN:07741542 ), who was appointed as an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) consecutive years from 20th March,2017 to 19th March , 2022.

5. To appoint Mrs. Dhrupa Thakkar (DIN: 05352292 ) as an Independent Director of the Company and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI(LODR) Regulations, 2015 Mrs. Dhrupa Thakkar (DIN:05352292 ), who was appointed as an Additional Director pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for

52 Weeks Entertainment Limited 24th Annual General Meeting 2017

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5 (five) consecutive years from conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2022.

6. To authorize the Board of Directors for borrowing money upto Rs. 100 (One Hundred) Crores and in this regard to consider and if thought fit, to pass with or without modifications(s), the following resolution as a Special Resolution:

RESLOVED THAT pursuant to the provision of Section 180(1)(c) of the Companies Act,2013 and the rules made there under (including any statutory modifications or re-enactment thereof for the time being in force) and other applicable provisions, if any, of the Companies Act,2013, consent of the company be and is hereby accorded to the Board of Directors(hereinafter referred as “Board” which term shall include a Committee thereof authorized for the purpose) to borrow in any manner from time to time any sum or sums of money(including non-fund based banking facilities) as may be required for the purpose of the business of the Company, from one or more Banks, Financial Institutions and other persons, firms, bodies corporate, whether in india and abroad, notwithstanding that the money to be borrowed by the Company together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company's Bankers in the ordinary course of business) may at any time exceed the aggregate of the paid up capital of the Company and its free reserves that is to say, reserves not set apart for any specific purpose, provided that the maximum amount of money may be borrowed by the Board and outstanding at any one time shall not exceed the sum of Rs. 100 Crores (One hundred Crores).

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do and perform all such acts, deeds, matters and things as may be necessary and expedient for the purpose of giving effect to the aforesaid resolution.

7. To approve creation of charge/security over the assets/undertaking of the Company in respect of borrowing and in this regard to consider and if thought fit, to pass with or without modifications(s), the following resolution as a Special Resolution :

RESOLVED THAT pursuant to the provisions of section 180(1)(a) of the Companies Act,2013 and rules made thereunder (including any statutory modifications or re-enactment thereof for the time being in force) and other applicable provisions, if any, of the Act, the consent of the company be and is hereby accorded to the Board of Directors(hereinafter referred as 'Board' which term shall include a Committee thereof authorized for the purpose) to mortgage, hypothecate, pledge and/ or charge in addition to the existing charges, mortgages and hypothecation created by the company, on such movable and immovable properties of the company, both present and future and /or any other assets or properties, either tangible or intangible, of the company on such terms, at such time, in such form and in such manner as the board may deem fit, together with power to take over the management and the business and concern of the company in case of certain events of defaults, in favour of the Lender(s), Agent(s) and Trustee(s), for securing the borrowing availed or to be availed by the Company, by way of any loans, debentures or any other securities or otherwise, in foreign currency or in Indian rupees from time to time, up to the limits approved or as may be approved by the shareholders under section 180(1)(c) of the Act along with interest, additional interest, accumulated interest , liquidated charges, commitment charges or costs, expenses and all other monies payable by the company including any increase as a result of devaluation/revaluation/fluctuation in the rate of exchange.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do and perform all such acts, deeds, matters and things as may be necessary and expedient for the purpose of giving effect to the aforesaid resolution.

8. To adopt new Articles of Association of the Company containing regulations in conformity with the Companies Act,2013 and in this regard to consider and if thought fit, to pass with or without modifications(s), the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of section 14 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 including any statutory modification(s) or re-enactments thereof, for the time being in force, the draft regulations contained in the Articles of Associations submitted to this meeting be and are hereby approved and adopted in substitution, and to the entire exclusion, of the regulations contained in the existing Articles of Association of the company.


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RESOLVED FURTHER THAT board of directors of the company be and is hereby authorized to do all such acts and take such actions as may be necessary, expedient and proper to give effect to this resolution.

Date :- 25.07.2017Place:- Mumbai On behalf of the Board of Directors Sd/- Shantanu Sheorey

Chairman (DIN- 00443703)

Notes:1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and

vote instead of himself / herself and such proxy need not be a member. Proxies in order to be effective must be received at the registered office of the company situated at Unit No.501, 5th Floor, Morya Blue Moon, Opp. Citi Mall, Andheri Lokhandwala Road, Andheri (W) Mumbai - 400 053, not less than forty eight hours before the meeting.

2. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

3. Members/Proxies/Authorised Representative are requested to bring to the meeting, the Attendance Slip enclosed herewith, duly completed and signed, mentioning therein details of their DP ID and Client ID / Folio No.

4. The Register of Members and Share Transfer Books of the Company will remain closed from 2nd September, 2017 to 8th September, 2017 (both days inclusive) for the purpose of AGM.

5. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC code, mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., to their depository participant (DP). Changes intimated to the DP will then be automatically reflected in the Company's records which will help the Company and the Company's Registrars and Transfer Agents, Universal Capital Securities Private Limited to provide efficient and better services. Members holding shares in physical form are requested to intimate such changes to Universal Capital Securities Private Limited.

6. The Securities and Exchange Board of India (“SEBI”) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are therefore, requested to submit the PAN to their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to Universal Capital Securities Private Limited.

7. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or Universal Capital Securities Private Limited for assistance in this regard.

8. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or Universal Capital Securities Private Limited, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.

9. Members seeking any information with regard to the accounts, are requested to write to the Company atleast 7 days before, so as to enable the Management to keep the information ready at the AGM.

10. In case of joint holders attending the AGM, the Member whose name appears as the first holder in the


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order of names as per the Register of Members of the Company will be entitled to vote.

11. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. The said form can be downloaded from the Company's website www.52weeksentertainment.com (under 'Miscellaneous' section). Members holding shares in physical form may submit the same to Universal Capital Securities Private Limited. Members holding shares in electronic form may submit the same to their respective depository participant.

12. The Notice of the AGM along with the Annual Report 2016-17 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company / Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode. Members may note that this Notice and the Annual Report 2016-17 will also be available on the Company's website viz. www.52weeksentertainment.com.

13. Corporate members intending to send their authorized representatives to attend the meeting are requested to send a certified copy of the Board resolution to the Company, authorizing their representative to attend and vote on their behalf at the meeting.

14. To support the 'Green Initiative', Members who have not registered their e-mail addresses are requested to register the same with DPs / Universal Capital Securities Pvt Ltd.

15. The route map showing directions to reach the venue of the AGM is annexed.

16. In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the SEBI Listing Regulations, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by CDSL, on all the resolutions set forth in this Notice. The instructions for e-voting are given herein below. Resolution(s) passed by Members through e-voting is/are deemed to have been passed as if they have been passed at the AGM.

17. The Board of Directors has appointed Mr. Rohit Oza, (Membership No. 33497, C.P No.16076) , Practicing Company Secretaries as the Scrutinizer to scrutinize the voting at the meeting and remote e-voting process in a fair and transparent manner.

18 The facility for voting, either through electronic voting system or polling paper shall also be made

available at the AGM and the Members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their right to vote at the AGM.

19. The Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

20. The instructions for shareholders voting electronically are as under:

i. The voting period begins on 5th September, 2017 at 10.00 A.M. and ends on 7th September, 2017 at 5.00 P.M. During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 1st September, 2017 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

iii. The shareholders should log on to the e-voting website www.evotingindia.com.

iv. Click on Shareholders.


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v. Now Enter your User ID a. For CDSL : 16 digits beneficiary ID, b. For NSDL : 8 Character DP ID followed by 8 Digits Client ID, c. Members holding shares in Physical Form should enter Folio Number registered with the

Company.

vi. Next enter the Image Verification as displayed and Click on Login.

vii. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

viii. If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN

Enter your 10 digit alpha-numeric PAN issued by Income Tax Department

(Applicable for both demat shareholders as well as physical shareholders)

·

Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on Postal Ballot/Attendance Slip indicated in the PAN field.

Dividend

Bank Details OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

If both 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 (v).

ix. After entering these details appropriately, click on “SUBMIT” tab.

x. Members holding shares in physical form will then directly reach the Company 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.

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

xii. Click on the EVSN for 52 WEEKS ENTERTAINMENT LIMITED on which you choose to vote.

xiii. 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.

xiv. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

xv. 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.

xvi. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.


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xvii. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

xviii. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

xix. Shareholders can also use Mobile app – “m-Voting for evoting. m-voting app is available on IOS, Android & Windows based Mobile. Shareholders may log in to m-Voting using their evoting credentials to vote for the company resolution(s).

xx. Note for Non – Individual Shareholders and Custodians

• 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 Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign 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 linked in the login should be emailed 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.

xxi. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

21. The notice of Annual General Meeting will be sent to the members, whose names appear in the register of members / depositories as at closing hours of business, on 4th August, 2017.

22. A copy of this notice has been placed on the website of the Company and the website of CDSL.

23. The results shall be declared on or after the AGM of the Company. The results declared along with the Scrutinizer's Report shall be placed on the website of the company www.52weeksentertainment.com and will also be communicated to the Stock Exchanges.


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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 IN RESPECT OF THE SPECIAL BUSINESS SET OUT IN THE NOTICE CONVENING THE ANNUAL GENERAL MEETING.

Item No.4

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Preeti Doshi was appointed as an Additional Director of the Company by the Board with effect from 20th March,2017 . In terms of the provisions of Section 161(1) of the Act, Mrs. Preeti Doshi would hold office up to the date of the ensuing Annual General Meeting. Mrs. Preeti Doshi is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has also given a declaration that she meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under SEBI(LODR)Regulations. The Company has received a notice in writing from a member alongwith the deposit of requisite amount under Section 160 of the Act proposing the candidature of Mrs. Preeti Doshi for the office of Director of the Company.

Brief resume of Mrs. Preeti Doshi, nature of her expertise in specific functional areas and names of companies in which she holds directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under SEBI(LODR) Regulations, 2015 are provided in the annexure to the notice calling Annual General Meeting.

Except Mrs. Preeti Doshi and her relatives, to the extent of their shareholding interest, if any, in the Company, none of the other Directors / Key Managerial Personnel of the Company / their relatives are in any way, concerned or interested, financially or otherwise, in the resolution as set out at item no. 4 of the accompanying Notice.

The Board recommends the Ordinary Resolution as set out at item no. 4 of the accompanying Notice for approval by the shareholders. Item No.5

Pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company, Mrs. Dhrupa Thakkar was appointed as an Additional Director of the Company by the Board with effect from 29th May,2017 . In terms of the provisions of Section 161(1) of the Act, Mrs. Dhrupa Thakkar would hold office up to the date of the ensuing Annual General Meeting. Mrs. Dhrupa Thakkar is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has also given a declaration that she meets with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under SEBI(LODR)Regulations. The Company has received a notice in writing from a member alongwith the deposit of requisite amount under Section 160 of the Act proposing the candidature of Mrs. Dhrupa Thakkar for the office of Director of the Company.

Brief resume of Mrs. Dhrupa Thakkar, nature of her expertise in specific functional areas and names of companies in which she holds directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under SEBI(LODR)Regulations are provided in the annexure to the notice calling Annual General Meeting.

Except Mrs. Dhrupa Thakkar and her relatives, to the extent of their shareholding interest, if any, in the Company, none of the other Directors / Key Managerial Personnel of the Company / their relatives are in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the Notice.

The Board recommends the Ordinary Resolution set out at item no. 5 of the Notice for approval by the shareholders.

Item 6 & 7

In terms of the provisions of Section 180(1)(a) and 180(1) (c) of the Companies Act, 2013, the Board of Directors of the Company cannot, except with the consent of the Company by a special resolution, borrow moneys, apart from temporary loans, in excess of aggregate of the paid up capital and its free reserves (section 180(1)(c)) nor the Board can create security or create mortgages, charges and hypothecations over the assets of the Company which would be required to secure aforesaid borrowings (section 180(1)(a)).


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Accordingly, the shareholders of the Company have to accord their consent by passing special resolution for borrowing any sum or sums of money outstanding at any point of time, not exceeding the sum of ̀ 100 Crores (Rupees One Hundred Crores) and to create security or create mortgages, charges and hypothecations over the assets of the Company to secure above borrowings.

The Board recommends the resolution as set out in item no. 6 & 7 for the approval of the members. None of the Directors/Key Managerial Personnel of the Company/their relatives are in any way, concerned or interested in the proposed resolution.

Item 8

The Articles of Association (hereinafter referred to as “AOA”) of the company as presently in force are based on the Companies Act,1956 and several regulations in the existing AOA contain references to specific sections of the Companies Act, 1956 which is no longer in force. Consequent upon coming into force of the Companies Act, 2013, several regulations of the existing AOA of the Company require alteration or deletion in several articles. It is expedient to replace the existing AOA by the new set of Articles. The company cannot alter its Articles of Association without the approval of members by passing a Special Resolution. The new set of Articles of Association is available for inspection at the registered office of the Company during normal business hours on any working day, excluding Saturday. None of the Directors/Key Managerial Personnel of the Company/their relatives are in any way, concerned or interested in the proposed resolution.

On behalf of the Board of Directors Sd/-

Shantanu Sheorey Chairman

(DIN: 00443703)Date:- 25.07.2017Place :- Mumbai

Annexure to the Notice Calling Annual General Meeting

Note: For other details such as number of meetings of the Board attended during the year, remuneration drawn and relationship with other directors and key managerial personnel in respect of the above directors please refer to the Board's Report and the Corporate Governance Report.


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1

Particulars

Mrs. Preeti Doshi

Mrs. Dhrupa Thakkar

Mr. Cyrus Bhot

Date of Birth (Age)

20th

June,1975 (42 yrs)

3rd

August,1990 (27 yrs)

23rd

November,1963(54 yrs)

Date of Appointment

20.03.2017

29.05.2017

19.08.2011Qualification

Higher Secondary

Bachelor of Commerce, Company Secretary.

Bachelor of Commerce, CA(Inter).

Expertise in specific functional areas

Wide experience in Management & Administration.

Wide experience in Company Law, SEBI, Business & other allied laws.

Rich Experience in Finance & Accounts.

Directorships held in other public companies(excluding foreign companies and Section 8 companies)

Aagam Capital Limited

Monotype India Limited

Aagam Capital Limited

Nil

Memberships / Chairmanships of committees of other public companies (includes only Audit Committee and Stakeholders' Relationship Committee.)

2

Nil

Nil

Number of shares held in the Company

Nil

Nil

Nil

DIRECTORS' REPORT

Dear Members,

Your Directors take pleasure in presenting the 24th Annual Report along with Audited Financial Statements for the year ended 31st March, 2017.

STANDALONE FINANCIAL RESULTS

FINANCIAL PERFORMANCE OF THE YEAR

The income from operations on standalone basis decreased to Rs. 180.60 lacs from Rs. 181.56 lacs in previous year (decreased by 0.53 %). Total expenditure of the company decreased from 71.74 lacs to 28.42 lacs (decreased by 60.38 %. Profit Before Tax (PBT) stood at 152.19 lacs (increased by 38.58 %) and Profit After Tax (PAT) stood at 149.40 lacs (increased by 50.62 %).

DIVIDEND

Your Directors do not recommend any dividend during the year under review.

FIXED DEPOSIT

Your company has not accepted any public deposit during the year under review and therefore no amount of principal or interest was outstanding as on the balance sheet date.

CHANGES IN SHARE CAPITAL

During the year under review, there were no change in the issued, subscribed and paid-up share capital of the Company.

STATE OF AFFAIRS OF THE COMPANY

The Company is driven by passionate promoters from the film and entertainment industry with a view to strengthen its existing platforms and building new ones. Our major focus is to engage in the development, production and distribution of commercial entertainment materials in all formats.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the year, under review.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review, there were no material change and commitment affecting the financial position of the Company.

( Rs. in Lacs)Particulars

2016-17 2015-16

Total Income

180.60 181.56

Total Expenditure

28.42 71.74Profit before exceptional and extraordinary items and tax

152.19 109.82

Less: Exceptional item

- -Profit before tax 152.19 109.82Tax 2.79 10.63Net Profit/(Loss) After Tax 149.40 99.19


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CORPORATE SOCIAL RESPONSIBILITY

The aforesaid provisions were not applicable to the Company during the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointed / Re-appointed

As per the provisions of Sub-section (6) of Section 152 of the Companies Act, 2013, Mr. Cyrus Bhot, Director of the Company, retires by rotation and being eligible, offered himself for re-appointment. The Board recommends his re-appointment.

During the year under review, Mrs. Preeti Jayesh Doshi was appointed as Additional Director of the Company w.e.f. 20th March,2017.

Mr. Romin Shah was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 10th February,2017.

Resignation

During the year under review, Mrs. Nayantara Katkar Sheorey, Director of the Company resigned w.e.f. 20th March, 2017 due to her pre-occupation. The Board placed on record its deep appreciation for the valuable contribution made by Mrs. Nayantara Katkar Sheorey during her tenure as Director of the Company.

Annual Evaluation made by the Board of its own performance and that of its committee and individual Directors

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act,2013 and the SEBI (LODR) Regulations,2015. The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.

Policy on Directors' Appointment and Remuneration

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on 31st March, 2017, the Board consists of 7(Seven) members. Out of which three are Independent Directors, one Promoter- Executive Director and three are Executive Directors .

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board and are stated in Corporate Governance Report which forms part of this report . We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

Committees of the Board

The Company has the following Committees of the Board:


10

1. Audit Committee 2. Nomination and Remuneration Committee 3. Stakeholders Relationship Committee The composition of each of the above committees, their respective role and responsibility is detailed in the Corporate Governance Report which forms part of this report.

Number of meeting of Board of Directors

During the financial year 2016-17, the Board of Directors met for five (5) times on 28th May, 2016 ; 12th August, 2016 ; 12th November, 2016; 10th February, 2017 and 20th March, 2017 respectively. The intervening gap between any two meetings was within the timeframe prescribed under the Companies Act, 2013. The details pertaining to attendance of Directors at Board Meeting are given in Corporate Governance Report which forms part of this report.

Meeting of Independent Directors

The Independent Directors of the Company at their meeting held on 10th February,2017 reviewed the performance of non- independent directors and the Board as a whole including the Chairman of the Company by taking into consideration views expressed by the executive directors and non-executive directors at various level pertaining to the quality, quantity and timeliness of flow of information between the Company, management and the Board and expressed satisfaction.

Declaration of Independence

The Company has received a declaration from the Independent Directors of the Company which was placed at the first meeting of Board of Directors of the Company held for the financial year 2016-17.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

The company has one subsidiary viz. Four Lions Films Private Limited as on 31st March,2017. The Board of Directors reviewed the affairs of the subsidiary and in accordance with the provisions of section 129(3) of the Companies Act,2013, Consolidated Financial Statement of the Company and its subsidiary have been prepared which forms part of the Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiary in the prescribed format i.e. Form AOC-1 is annexed as Annexure - A and forms part of Annual Report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiary, are available on the website of your Company viz. www.52weeksentertainment.com.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated in SEBI (LODR) Regulation,2015 forms part of this report along with a certificate from M/s. Motilal & Associates, Chartered Accountants, confirming compliance with the conditions of Corporate Governance.

RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year under review with related parties were in the ordinary course of business and on an arm's length basis. During the year, under review the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Therefore there does not exist any detail to be mentioned in Form No. AOC - 2 which is annexed as Annexure - B and forms part of this report.

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES

Loans , guarantees given, investments made or security provided by the Company if any was in compliance


11

section 186 of Companies Act, 2013. The details pertaining to the above is available in financial statement of the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements),2015 forms part of this report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return as provided in Form MGT-9 for financial year 2016-17 is annexed as Annexure - C.

INSURANCE OF ASSETS All the fixed assets and material of the company have been insured against fire and allied risks, if any.

VIGIL MECHANISM

The Company has adopted the whistle blower mechanism for directors and employees to report concern about unethical behaviour, actual or suspected fraud, or violation of Company's Code of Conduct and Ethics. The whist le blower pol icy is avai lable on the website of the Company http://www.52weeksentertainment.com/images/miscellaneous/Whistle-Blower Policy.pdf

RISK MANAGEMENT POLICY

In accordance with the requirement of SEBI (LODR) Regulations, 2015, the company has laid down the procedures about the risk assessment and minimisation so that various risk associated with the business of the company are pre-determined and suitable measures are being taken to mitigate such risks, thereby interest of the stakeholders is being enhanced and protected.

INTERNAL FINANCIAL CONTROL

With reference to financial statements, the Company has in place adequate financial controls in form of policies and procedures 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.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the section 134(3) (c) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms:

(i) that in the preparation of the accounts for the financial year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year ended 31st March 2017 on a 'going concern' basis


12

(v) the internal financial controls have being laid down and followed by the company and that such controls are adequate and are operating effectively. Such controls means controls and policies and procedures adopted and adherence by the company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficiency.

(vi) 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.

AUDITORS AND AUDITORS REPORT

STATUTORY AUDITORS

M/s. Motilal & Associates, Chartered Accountants, the Statutory Auditors of the Company were appointed as the Auditor of the Company at the 21st Annual General Meeting held on 14th August, 2014 to hold the office till the conclusion of the Annual General Meeting to be held in the year 2017. However the One term of Motilal & Associates will expire at the ensuing annual general meeting and therefore the board has recommended their re-appointment for the another term subject to the approval of shareholders at the ensuing annual general meeting and if re-appointed will hold the office till the conclusion of the Annual General Meeting to be held in the year 2022 subject to ratification of their appointment each year by the shareholders.

In this regard, the Company has received a Certificate from the Auditor to the effect that, if their appointment will be made, it would be in accordance with the provisions of Section 141 of Companies Act, 2013.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditor’s Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR AND HIS REPORT

As per the provisions of section 204 of the Companies Act, 2013, the Board of Directors of the Company appointed Mr. Suprabhat Chakraborty, (Membership No.41030, C.P No.15878) Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2016-17. The Secretarial Audit Report i.e. form MR-3 for the financial year 2016-17 is annexed herewith and marked as Annexure - D to this report.

The Secretarial Auditor has qualified his report with respect to the following :-

(i) Combination of Board of Directors of the Company not as per Corporate Governance of LODR, one more Independent Directors need to be appointed

The Board of Directors of your company would like to state that the company during the period ended 31st March,2017 was in search of suitable talent on the board in the form of Independent Director who can efficiently fulfil the duty and responsibility of Independent Director as prescribed under the Companies Act and SEBI(LODR) Regulations,2015. Mrs. Dhrupa Thakkar who was in the opinion of the Board was fit and proper candidate for being appointed as Independent Director and therefore appointed her on the board w.e.f 29th May,2017 and thereby complied with the requirement of Composition of Board as prescribed under the Companies Act,2013 and SEBI(LODR)Regulation,2015 till the date of this report.

(ii) As per section 178 of the Companies Act,2013 and Regulation 19 of the LODR all directors of the Nomination and Remuneration Committee shall be non-executive directors, but two members of this committees are Executive directors

The Board of Directors of your company would like to state in absence of adequate non-executive directors on the board of the company the requirement of Section 178 of the Companies Act,2013 and SEBI(LODR)Regulation,2015 was not fulfilled till 31st March,2017 but the Board of Directors of the Company by appointing Mrs. Preeti Doshi and Mrs. Dhrupa Thakkar on board w.e.f 20th March,2017 and 29th May,2017 and also directing them to serve as member of the Nomination and Remuneration Committee fulfilled the aforesaid requirement till the date of this report.


13

(iii) The Board of Directors has not given any explanation or comments in the Board's Reports on

qualification , reservation or adverse remark or disclaimer made by the company secretary in practice in his secretarial audit report for the year ended 31st March,2016.

The Board of Directors of the company would like to state that it was inadvertently omitted to comment on the qualification, reservation and adverse remark made by the secretarial auditor in the Board Report but the directors of the company ensures that they have taken due care to mention it in the minutes book of the company and same thing will not be repeated in the future.

INTERNAL AUDITOR

M/s Dhawan & Co., Chartered Accountants (FRN-002864N) was appointed to conduct the Internal Audit of the Company for the financial year 2016-17, as required under Section 138 of the Companies Act, 2013 and rules made thereunder.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS

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

REPORTING UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT,2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace of woman in accordance with the requirements of Sexual Harassment of woman at workplace (Prevention, Prohibition and Redressal) Act, 2013. All women include permanent, temporary, contractual and trainees are covered under the policy. The Company is committed to provide a safe, healthy and congenial atmosphere irrespective of cast, creed or social class of the employee. The Company has not received any complaints during the year.

PARTICULAR OF EMPLOYEES

Considering the provisions of Section 197(12) of the Act read with the relevant rules and having referred to provisions of the First Proviso to Section 136(1) of the Act, the Annual Report is being sent to the members of the Company, excluding details of particulars of employees and related disclosures. The said information/ details are available for inspection at the Registered Office of the Company during working hours, on any working day. Any Member interested in obtaining this information may write to the Company Secretary and this information would be provided on request.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are given in Annexure - E annexed hereto and forms part of this Report.

ACKNOWLEDGMENTS

Your directors express a deep sense of gratitude for assistance and cooperation received from customers, vendors, shareholders, banks , business associates and various regulatory authority during the year under review. Your directors take this opportunity to place on record their gratitude and appreciation for the support of the employees at all the levels of the Company.

On behalf of the Board of Directors

Date : 25.07.2017 Sd/- Sd/-Place: Mumbai Shantanu Sheorey Cyrus Bhot Chairman Director DIN: 00443703 DIN: 00443874


14

Annexure - A

Form AOC-1

(Pursuant

to

first

proviso

to

sub-section

(3)

of

section

129

read

with

rule

5

of

Companies

(Accounts)

Rules,

2014)

Statement containing salient features of the financial statement of subsidiaries or associate companies or

joint

ventures

Part A

Subsidiaries

(Information

in

respect

of

each

subsidiary

to

be

presented

with

amounts

in

`)

1 Sl.

No.

U92120MH2008PTC185501

2 Name of the

subsidiary

Four Lions Films Private Limited

3 Reporting period for the subsidiary concerned, if different from the holding company reporting period

Same as that of Holding Company.

4 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries

Not Applicable

5 Share

capital

` 10,20,400

6 Reserves and

surplus

` 95,72,933

7 Total

assets

` 24,16,11,178

8 Total

Liabilities

` 24,16,11,178

9 Investments

Nil

10 Turnover

` 45,03,37,879

11 Profit before

taxation

` 1,77,13,956

12 Provision for

taxation

` (75,399)

13 Profit after

taxation

` 1,77,89,355

14 Proposed

Dividend

Nil

15 % of shareholding 51%


15

Part B Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to

Associate Companies and Joint Ventures

Name of Associates or Joint Ventures

NA

1. Latest audited Balance Sheet Date

NA

2.

Shares of Associate or Joint Ventures held by the company on

the year end

NA

No.

NA

Amount of Investment in Associates or Joint Venture

NA

Extent of Holding (in percentage)

NA

3. Description of how there is significant influence

NA

4. Reason why the associate/joint venture is not consolidated

NA

5. Networth attributable to shareholding as per latest audited

Balance Sheet

NA

6. Profit or Loss for the year

NA

i. Considered in Consolidation

NA

ii. Not Considered in Consolidation

NA

On behalf of

the Board of Directors

Date : 25.07.2017 Place: Mumbai Shantanu Sheorey Cyrus Bhot

Chairman Director DIN: 00443703 DIN: 00443874

7. Name of associates or Joint Venture which are yet to commence operations.

8. Names of associates or Joint Ventures which have been liquidated or sold during the year.

NA

NA

Sd/- Sd/-


16

ANNEXURE - BFORM NO. AOC - 2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including

certain arms length transactions under third proviso thereto (Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the

Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis - NA (a) Name(s) of the related party and nature of relationship (b) Nature of contracts/arrangements/transactions (c) Duration of the contracts/arrangements/transactions (d) Salient terms of the contracts or arrangements or transactions including the value, if any (e) Justification for entering into such contracts or arrangements or transactions (f) Date(s) of approval by the Board (g) Amount paid as advances, if any: (h) Date on which the special resolution was passed in general meeting as required under first proviso

to section 188

2. Details of material contracts or arrangement or transactions at arm's length basis - NA (a) Name(s) of the related party and nature of relationship (b) Nature of contracts/arrangements/transactions (c) Duration of the contracts/arrangements/transactions (d) Salient terms of the contracts or arrangements or transactions including the value, if any: (e) Date(s) of approval by the Board, if any: (f) Amount paid as advances, if any:


Date : 25.07.2017 Sd/- Sd/-Place: Mumbai Shantanu Sheorey Cyrus Bhot Chairman Director DIN- 00443703 DIN- 00443874


17

Annexure - C

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2017

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I REGISTRATION & OTHER DETAILS:

i CIN

L93000MH1993PLC072467

ii Registration Date

18/06/1993

iii Name of the Company

52 WEEKS ENTERTAINMENT LIMITED

iv Category/Sub-category of the Company

Public Company

V Address of the Registered office & contact details

Unit No. 501,5th Floor, Morya Blue Moon , Opp. Citi Mall, Andheri Lokhandwala Road, Andheri (W) Mumbai-400053

Contact No-

022-40167088, 022-

22842127 vi Whether listed company Yes

Vii Name, Address & contact details of the Registrar & Transfer Agent, if any.

Universal Capital Securities Pvt Ltd 21,Shakeel Niwas,Opp Satya Saibaba Temple,Mahakali Caves Road,Andheri (East) Mumbai-400 093 Tel No:+91-22-28366620 Email – [email protected]

II

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated

SR No

Name & Description of main products/services

NIC Code of the Product /service

% to total turnover of the company

1

Movies & TV Serial Production

100

III. PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANY

Sr. No.

Name & Address of the Company

CIN/GLN

Holding

/Subsidiary

/Associates

% of

Shares

Held

ApplicableSection

1 FOUR LIONS FILMS PRIVATE LIMITED

Unit No.501,5th Floor,

Morya Blue Moon, Opp. Citi Mall, Andheri Lokhandwala Road., Andheri(W) Mumbai Mumbai City MH 400053

U92120MH2008PTC185501

Subsidiary

51 %

2(8 7)(ii)

5911


18

IV.SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i)Category-wise Share HoldingCategory code

Category ofShareholders

No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change duringthe year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

(A) Promoters

1 Indian

(a) Individual/ HUF

0

3268610

3268610

9.37

0

3268610

3268610

9.37

0.00

(b) Central Govt

0

0

0

0.00

0

0

0

0.00

0.00

(c) State Govt(s)

0

0

0

0.00

0

0

0

0.00

0.00

d) Bodies Corp

0

0

0

0.00

0

0

0

0.00

0.00

e) Banks / FI

0

0

0

0.00

0

0

0

0.00

0.00

f) Any Other

e-i Person acting in concert

5000

16940

21940

0.06

5010

16930

21940

0.06

0.00

e-ii

Sub-total(A)(1)

5000

3285550

3290550

9.43

5010

3285540

3290550

9.43

0.00

2 Foreign

a NRIs -

Individuals

0

0

0

0.00

0

0

0

0.00

0.00

b Other-Individuals

0

0

0

0.00

0

0

0

0.00

0.00

c Bodies Corp.

0

0

0

0.00

0

0

0

0.00

0.00

d Banks / FI

0

0

0

0

0

0

0.00

0.00

0

0

0

0

0

0

0.00

0.00

0.00

0.00e Other(Specify)

e-i

e-ii

Sub-total(A)(2)

0

0

0

0.00

0

0

0

0.00

0.00

Total Shareholding of Promoter (A)(1)+(A)(2)

5000

3285550

3290550

9.43

5010

3285540

3290550

9.43

0.00

(B) Public Shareholding

1 Institutions

a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00


19

b) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00

c) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00

d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00

e) Venture Capital Funds

0 0 0 0.00 0 0 0 0.00 0.00

f) Insurance Companies

0

0

0

0.00

0

0

0

0.00

0.00

g) FIIs

0

0

0

0.00

261897

0

261897

0.75

0.75

h) Foreign Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

i) Others (specify)

(i-i)

(i-ii)

Sub-total (B)(1)

0

0

0

0.00

261897

0

261897

0.75

0.75

(B) (2) Non-Institutions

a) Bodies Corp.

(i)Indian

3269965

38940

3308905

9.49

10800250

38940

1083190

31.08 21.59

(ii) Overseas 00

0

0

0

0

0

0

0

0

0.00 0 0.00 0.00

b) Individuals

(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

60231

185810

246041

0.71

59405

184810

244215

0.70

-0.01

(ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

23909856

2736800

26646656

76.40

15081860

1826900

16908760

48.48 -27.92

c) Others(Specify)

i) Clearing Members

1387848

0

1387848

3.98

3335378

0

3335378

9.56

5.58

ii) Trusts

0

0.00

0

0.00

0.00

iii) NRI/ OCBs

0

0

0

0

0

0

0

0.00

10

0

0

0

10

0.00

0.00

iv) Foreign Nationals

0

0.00

0

0.00

0.00

v) Foreign Corporate Body

0

0.00

0

0.00

0.00

Sub-Total (B)(2) 28627900 2961550 31589450 90.57 29276903 2050650 31327553 89.82 -0.75

(B) Total Public Shareholding (B)=(B)(1)+

28627900 2961550 31589450 90.57 29538800 2050650 31589450 90.57 0.00


20

(B)(2)

Total (A)+(B)

28632900

6247100

34880000

100.00

29543810

5336190

34880000

100.00 0.00

(C) Shares held by Custodian for GDRs & ADRs

0.00

0.00

Grand Total (A)+(B)+(C)

28632900 6247100 34880000 100.00 29543810 5336190 34880000 100.00 0.00

(ii) Shareholding of Promoters

Sr. No.

Shareholder’s Name Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares

% of total

Shares of the company

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total

Shares of the company

%of Shares Pledged / encumbered to total shares

% change in share holding during the year

1 NAYANTARA KATKAR SHEOREY 37310 0.11 0.00 37310 0.11 0.00 0.00

2 NIMA SUSHIL WELINKAR

2600

0.01

0.00

2600 0.01

0.00

0.00

3 SANGEETA W WELINGKAR

10

0.00

0.00

10

0.00

0.00

0.00

4 SHANTANU SHEOREY

3231300

9.26

74.85

3231300

9.26

74.85

0.00

5 SUSHIL WAMAN WELINKAR

800

0.00

0.00

800

0.00

0.00

0.00

6 VIJAY B SHEOREY

13010

0.04

0.00

13010

0.04

0.00

0.00

7 VIVEKANAND SHEOREY

510

0.00

0.00

510

0.00

0.00

0.00

8 WAMAN S WELINKAR 5010 0.01 0.00 5010 0.01 0.00 0.00

Total 3290550 9.43 74.85 3290550 9.43 74.85 0.00

(iii) Change in Promoters’ Shareholding (Please specify, if there is no change)

Sr.No Name of the Shareholder

Shareholding at the

beginning of the year

Cummulative Shareholding

during the year

No. of Shares

% of total shares

of the company

No. of Shares

% of total shares of the company

1. NAYANTARA KATKAR SHEOREY

37310 0.11 37310 0.11

2. NIMA SUSHIL WELINKAR 2600 0.01 2600 0.01 3. SANGEETA W WELINGKAR

10

0.00

10

0.00

4. SHANTANU SHEOREY

3231300

9.26

3231300

9.26 5. SUSHIL WAMAN WELINKAR

800

0.00

800

0.00

6. VIJAY B SHEOREY

13010

0.04

13010

0.04

7. VIVEKANAND SHEOREY 510 0.00 510 0.008. WAMAN S WELINKAR 5010 0.01 5010 0.01


21

(iv) Shareholding pattern of top ten Shareholders(Other than Directors, Promoters and holders of GDRs and ADRs)

Sr.No

Name of the Shareholder Shareholding at thebeginning of the year

Cummulative Shareholdingduring the year

No. of Shares % of total sharesof the company

No. of Shares % of total sharesof the company

1. AARTI SINGAL 1500100 4.3028-10-2016 Transfer -500000 -1.43 1000100 2.8731-12-2016 Transfer 31113 4 0.89 1311234 3.7606-01-2017 Transfer -500000 -1.43 811234 2.3324-02-2017 Transfer -500000 -1.43 311234 0.8924-03-2017 Transfer -311234 -0.89 0 0.00

2. SANJAY SINGAL 1000100 2.8708-04-2016 Transfer -500000 -1.43 500100 1.4319-08-2016 Transfer -182934 -0.52 317166 0.9126-08-2016

Transfer

-317166

-0.91

0

0.00

3. SIVARAMA PRASAD CHITTURI

600100

1.72

600100

1.72

4. BHOLARAM AGARWAL

600100

1.72

29-07-2016

Transfer

-20150

-0.06

569950

1.66

05-08-2016

Transfer

-15000

-0.04

564950

1.62

12-08-2016

Transfer

-60600

-0.17

504350

1.45

19-08-2016

Transfer

-27350

-0.08

477000

1.37

16-09-2016

Transfer

-10000

-0.03

467000

1.34

23-09-2016

Transfer

-48302

-0.14

418698

1.20

5. LEELADEVI BHOLARAM AGRAWAL

600100

1.72

600100

1.72

6. SRINIVAS

RAO KATRAGADDA

600100

1.72

600100

1.72

7. ANVITA REAL ESTATE PVT LTD

470909

1.35

08-04-2016

Transfer

-126425

-0.36

344484

0.99

15-04-2016

Transfer

-5000

-0.01

339484

0.97

22-04-2016

Transfer

15175

0.04

354659

1.02

29-04-2016

Transfer

-6600

-0.02

348059

1.00

06-05-2016

Transfer

22410

0.06

370469

1.06

13-05-2016

Transfer

-51000

-0.15

319469

0.92

20-05-2016

Transfer

25320

0.07

344789

0.99

10-06-2016

Transfer

84276

-0.24

429068

1.23

24-06-2016

Transfer

20260

0.06

449328

1.29

30-06-2016

Transfer

-84314

-0.24

365014

1.05

15-07-2016

Transfer

6700

0.02

371714

1.07

22-07-2016

Transfer

30

0.00

371744

1.07

29-07-2016

Transfer

16

0.00

371760

1.07

05-08-2016

Transfer

4450

0.01

376210

1.08

12-08-2016

Transfer

5

0.00

376215

1.08

19-08-2016

Transfer

5002

0.01

381217

1.09

26-08-2016

Transfer

11132

0.03

392349

1.12

07-10-2016

Transfer

9

0.00

392358

1.12

21-10-2016

Transfer

7000

0.02

399358

1.14

04-11-2016

Transfer

19

0.00

399377

1.15

31-12-2016

Transfer

-2140

-0.01

397237

1.14

06-01-2017

Transfer

3400

0.01

400637

1.15

13-01-2017

Transfer

-7500

-0.02

393137

1.13

20-01-2017

Transfer

-41000

-0.12

352137

1.01

27-01-2017

Transfer

5980

0.02

358117

1.03

10-02-2017

Transfer

5000

0.01

363117

1.04

17-02-2017

Transfer

-51920

-0.15

311197

0.89

24-02-2017

Transfer

-50000

-0.14

261197

0.75

03-03-2017

Transfer

-32000

-0.09

229197

0.66

17-03-2017

Transfer

6800

0.02

235997

0.68


22

8. ANTONY SEQUEIRA 450100 1.2922-04-2016 Transfer -5500 -0.02 444600 1.2706-05-2016 Transfer -21000 -0.06 423600 1.2113-05-2016 Transfer -15191 -0.04 408409 1.1720-05-2016 Transfer -15000 -0.04 393409 1.1327-05-2016 Transfer -12300 -0.04 381109 1.0910-06-2016

Transfer

-7500

-0.02

373609

1.07

17-06-2016

Transfer

-22250

-0.06

351359

1.01

24-06-2016

Transfer

-21752

-0.06

329607

0.94

30-06-2016

Transfer

-9000

-0.03

320607

0.92

15-07-2016

Transfer

-3500

-0.01

317107

0.91

22-07-2016

Transfer

-6000

-0.02

311107

0.89

02-09-2016

Transfer

-3211

-0.01

307896

0.88

09-09-2016

Transfer

-27500

-0.08

280396

0.80

16-09-2016

Transfer

-10500

-0.03

269896

0.77

07-10-2016

Transfer

-9500

-0.03

260396

0.75

14-10-2016

Transfer

-10000

-0.03

250396

0.72

28-10-2016

Transfer

-1500

0.00

248896

0.71

18-11-2016

Transfer

-5000

-0.01

243896

0.70

25-11-2016

Transfer

-6000

-0.02

237896

0.68

02-12-2016

Transfer

-5950

-0.02

231946

0.66

03-03-2017

Transfer

-7500

-0.02

224446

0.64

10-03-2017

Transfer

-224100

-0.64

346

0.00

24-03-2017

Transfer

-246

0.00

100

0.00

31-03-2017

Transfer

18000

0.05

18100

0.05

9. SADHNA RANI

400100

1.15

400100

1.15

10. ATMA RAM

400100

1.15

400100

1.15

11. R K STOCKHOLDING PVT. LTD

0

0.00

20-05-2016

Transfer

10

0.00

10

0.00

30-06-2016

Transfer

45010

0.13

45020

0.13

08-07-2016

Transfer

70500

0.20

115520

0.33

15-07-2016

Transfer

140249

0.40

255769

0.73

22-07-2016

Transfer

106561

0.31

362330

1.04

29-07-2016

Transfer

40600

0.12

402930

1.16

05-08-2016

Transfer

82500

0.24

485430

1.39

12-08-2016 Transfer 163699 0.47 649129 1.86 19-08-2016 Transfer 40000 0.11 689129 1.98 26-08-2016 Transfer 140200 0.40 829329 2.38 02-09-2016 Transfer 76476 0.22 905805 2.60 09-09-2016

Transfer

25000

0.07

930805

2.67 16-09-2016

Transfer

39000

0.11

969805

2.78 23-09-2016

Transfer

5000

0.01

974805

2.79 30-09-2016

Transfer

38350

0.11

1013155

2.90

04-11-2016

Transfer

11000

0.03

1024155

2.94

11-11-2016

Transfer

5000

0.01

1029155

2.95

18-11-2016

Transfer

4200

0.01

1033355

2.96

25-11-2016

Transfer

-250

0.00

1033105

2.96

06-01-2017

Transfer

-15000

-0.04

1018105

2.92

20-01-2017

Transfer

13000

0.04

1031105

2.96

27-01-2017

Transfer

10000

0.03

1041105

2.98

03-02-2017

Transfer

10006

0.03

1051111

3.01

10-02-2017

Transfer

21020

0.06

1072131

3.07

17-02-2017

Transfer

31100

0.09

1103231

3.16

03-03-2017

Transfer

-5321

-0.02

1097910

3.15

10-03-2017 Transfer 50051 0.14 1147961 3.2917-03-2017 Transfer 55200 0.16 1203161 3.4524-03-2017 Transfer 50000 0.14 1253161 3.5931-03-2017 Transfer 209600 0.60 1462761 4.19


23

12. SHRIRAM CREDIT COMPANY LIMITED

395242

1.13

08-04-2016

Transfer

139875

0.40

535117

1.53

15-04-2016

Transfer

83628

0.24

618745

1.77

13-05-2016

Transfer

124385

0.36

743130

2.13

20-05-2016

Transfer

16300

0.05

759430

2.18

10-06-2016

Transfer

51607

0.15

811037

2.33

08-07-2016

Transfer

-12000

-0.03

799037

2.29

02-09-2016

Transfer

395900

1.14

1194937

3.43

23-09-2016

Transfer

33760

0.10

1228697

3.52

06 01 2017 Transfer 430 0.00 1228267 3.52- - -

13. SOUTH ASIAN STOCKS LIMITED 146541 0.42

08-04-2016

Transfer

391955

1.12

538496

1.54

06-05-2016

Transfer

-22000

-0.06

516496

1.48

13-05-2016

Transfer

318120

0.91

834616

2.39

20-05-2016

Transfer

-123786

-0.35

710830

2.04

27-05-2016

Transfer

-64894

-0.19

645936

1.85

03-06-2016

Transfer

-63100

-0.18

582836

1.67

10-06-2016

Transfer

-10000

-0.03

572836

1.64

17-06-2016

Transfer

-33600

-0.10

539236

1.55

24-06-2016

Transfer

-99683

-0.29

439553

1.26

30-06-2016

Transfer

68410

-0.20

371143

1.06

08-07-2016

Transfer

-42477

-0.12

328666

0.94

15-07-2016

Transfer

-11500

-0.03

317166

0.91

02-09-2016

Transfer

-75000

-0.22

242166

0.69

09-09-2016

Transfer

-100000

-0.29

142166

0.41

16-09-2016

Transfer

-42500

-0.12

99666

0.29

23-09-2016

Transfer

-37414

-0.11

62252

0.18

07-10-2016

Transfer

-20000

-0.06

42252

0.12

14-10-2016

Transfer

-25000

-0.07

17252

0.05

28-10-2016

Transfer

482748

1.38

500000

1.43

04-11-2016

Transfer

-88184

-0.25

411816

1.18

11-11-2016

Transfer

-62182

-0.18

349634

1.00

25-11-2016

Transfer

-13000

-0.04

336634

0.97

02-12-2016

Transfer

-25500

-0.07

311134

0.89

06-01-2017

Transfer

188866

0.54

500000

1.43

20-01-2017

Transfer

-38500

-0.11

461500

1.32

27-01-2017

Transfer

-83000

-0.24

378500

1.09

03-02-2017

Transfer

-21500

-0.06

357000

1.02

10-02-2017

Transfer

-60450

-0.17

296550

0.85

17-02-2017

Transfer

-59600

-0.17

236950

0.68

24-02-2017

Transfer

419125

1.20

656075

1.88

03-03-2017

Transfer

-61000

-0.17

595075

1.71

10-03-2017

Transfer

-46500

-0.13

548575

1.57

24-03-2017

Transfer

111223

0.32

659798

1.89

14. ORANGE MIST PRODUCTIONS PVT LTD

156950

0.45

08-04-2016

Transfer

39901

0.11

196851

0.56

15-04-2016

Transfer

-39900

-0.11

156951

0.45

22-04-2016

Transfer

25767

0.07

182718

0.52

29-04-2016

Transfer

-25800

-0.07

156918

0.45

13-05-2016

Transfer

25859

0.07

182777

0.52

10-06-2016

Transfer

-25877

-0.07

156900

0.45

30-06-2016

Transfer

335359

0.96

49259

1.41

08-07-2016

Transfer

15750

0.05

508009

1.46

15-07-2016

Transfer

2900

0.01

510909

1.46

22-07-2016

Transfer

5800

0.02

516709

1.48

26-08-2016

Transfer

10555

0.03

527264

1.51

02-09-2016 Transfer 6910 0.02 534174 1.5309-09-2016 Transfer 9238 0.02 543412 1.5616-09-2016 Transfer 4945 0.01 548357 1.5723-09-2016 Transfer 30618 0.09 578975 1.6630-09-2016 Transfer 70 0.00 579045 1.6607-10-2016 Transfer 85 0.00 579130 1.6614-10-2016 Transfer 105 0.00 579235 1.6621-10-2016 Transfer 11 0.00 579246 1.6628-10-2016 Transfer -2326 -0.01 576920 1.6504-11-2016 Transfer 1652 0.00 578572 1.6611-11-2016 Transfer 24650 0.07 603222 1.7316-12-2016 Transfer -16000 -0.05 587222 1.6831-12-2016 Transfer -1440 0.00 585782 1.6803-02-2017 Transfer -25568 -0.07 560214 1.6103-03-2017 Transfer -300000 -0.86 260214 0.7510-03-2017 Transfer 300000 0.86 560214 1.61


24

24-03-2017 Transfer 75000 0.22 635214 1.8215. SPARKLE SECURITIES SOLUTIONS

PVT LTD0 0.00

08-04-2016

Transfer

150000

0.43

150000

0.43

15-04-2016

Transfer

-10019

-0.03

139981

0.40

22-04-2016

Transfer

-47000

-0.13

92981

0.27

29-04-2016

Transfer

-10000

-0.03

82981

0.24

06-05-2016

Transfer

-20000

-0.06

62981

0.18

13-05-2016

Transfer

-20000

-0.06

42981

0.12

20-05-2016

Transfer

122000

0.35

164981

0.47

10-06-2016

Transfer

-20000

-0.06

144981

0.42

24-06-2016

Transfer

-7395

-0.02

137586

0.39

08-07-2016

Transfer

-14000

-0.04

123586

0.35

15-07-2016

Transfer

10225

0.03

133811

0.38

22-07-2016

Transfer

54000

0.15

187811

0.54

29-07-2016

Transfer

-15000

-0.04

172811

0.50

05-08-2016

Transfer

-63611

-0.18

109200

0.31

26-08-2016

Transfer

-99200

-0.28

10000

0.03

24-03-2017 Transfer 816681 2.34 826681 2.37

31-03-2017 Transfer -193001 -0.55 633680 1.82 16. ASHORE TRADING PVT LTD 0 0.00

24-03-2017 577000 1.65 577000 1.65 17. PRABHUDAS LILLADHER PVT LTD

0

0.00

03-06-2016

Transfer

10125

0.03

10125

0.03 30-09-2016

Transfer

-125

0.00

10000

0.03 07-10-2016

Transfer

6500

0.02

16500

0.05

14-10-2016

Transfer

39000

0.11

55500

0.16

28-10-2016

Transfer

79635

0.23

135135

0.39

04-11-2016

Transfer

61450

0.18

196585

0.56

23-12-2016

Transfer

15500

0.04

212085

0.61

31-12-2016

Transfer

42000

0.12

254085

0.73

06-01-2017

Transfer

20

0.00

254105

0.73

13-01-2017

Transfer

49980

0.14

304085

0.87

20-01-2017

Transfer

45000

0.13

349085

1.00

10-02-2017

Transfer

15000

0.04

364085

1.04

17-02-2017

Transfer

53000

0.15

417085

1.20

24-02-2017

Transfer

30100

0.09

447185

1.28

10-03-2017 Transfer 21000 0.06 468185 1.3424-03-2017 Transfer 10000 0.03 478185 1.3731-03-2017 Transfer 76150 0.22 554335 1.59


25

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured

Loans

excluding

deposits

Unsecured

Loans

Deposits

Total

Indebtedness

Indebtedness at the beginning of the

financial year

i) Principal Amount

--

11,84,10,033

--

11,84,10,033

ii) Interest due but not paid

--

--

iii) Interest accrued but not due

--

--

Total (i+ii+iii) -- --

Change in Indebtedness during the financial year

Additions -- --

Reduction

--

--

Reinstatement

--

--

Net Change

--

--

Indebtedness at the end of the financial

year

i) Principal Amount

--

11,84,10,033

--

11,84,10,033

ii) Interest due but not paid

--

--

iii) Interest accrued but not due

--

--

Total (i+ii+iii) -- 11,84,10,033 -- 11,84,10,033

Particulars

11,84,10,033 11,84,10,033


26

VI . REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole time director and/or Manager:

Sr.No

Particulars of Remuneration

Name of the MD/WTD/Manager/Director

Ms. Karishma Jain

1 Gross salary Total Amount(a) Salary as per Provisions contained in section 17(1) of the Income Tax. 1961.

6,00,000 6,00,000

(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961

(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

2 Stock option 3

Sweat Equity

4

Commission

as % of profit

others (specify)

5

Others, please specify Total (A)

6,00,000

6,00,000

Ceiling as per the Act

B. REMUNERATION TO OTHER DIRECTORSSr.No Particulars of Remuneration

Name of the Directors

Total Amount

1 Independent Directors

Mr. Suryakant Maruti Kadakane

Mr. Vipin Shantilal Champawat

(a) Fee for attending board committee

Meetings 24,000

24,000

48,000

(b) Commission - - -

(c ) Others, please specify - - - Total (1) 24,000 24,000 48,000

2 Other Non Executive Directors - - - (a) Fee for attending board committee meetings

(b) Commission (c) Others, please specify.

Total (2) Total (B)=(1+2)

Total Managerial Remuneration

Overall Cieling as per the Act.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sr. No.

Particulars of Remuneration

Key Managerial Personnel

CEO

CS

CFO

1 Gross Salary

N.A

3,05,401

(a) Salary as per provisions

contained in section 17(1) of the Income Tax Act, 1961.

Nil

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

- -

(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

- -

2 Stock Option - - 3 Sweat Equity - - 4 Commission - -

as % of profit - - others, specify - -

5 Others, please specify

-

-

-

-

Total - 3,05,401 -

5% of net profit of the company 10% of net profit of the company

- - -

- - -- - -- - -- - -

24,000 24,000 48,0001% of net profit of the company

(Amount in `)

(Amount in `)

(Amount in `)


27

VII. PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

Type Section of

The Companies

Act

Brief

Description

Details of

Penalty/Punis

hment/Compo

unding fees

imposed

Authority

(RD/NCLT/

Court)

Appeall madeif any (give

details)

A. COMPANY

Penalty

Punishment Nil Nil Nil Nil Nil Compounding

B. DIRECTORS

Penalty Punishment

Nil

Nil

Nil

Nil

Nil

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

Punishment

Nil

Nil

Nil

Nil

Nil

Compounding


28


Date : 25.07.2017 Sd/- Sd/-Place: Mumbai Shantanu Sheorey Cyrus Bhot Chairman Director DIN- 00443703 DIN- 00443874

Annexure - DFORM NO. MR-3

SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,M/s 52 Weeks Entertainment LimitedUnit No 501, 5th Floor, Morya Blue Moon,Opp. Citi Mall, Andheri Lokhandwala Road, Andheri (W) Mumbai - 400053 .

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s 52 WEEKS ENTERTAINMENT LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's 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, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31st, 2017 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.

I 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 31st, 2017, according to the provisions of: a) The Companies Act, 2013 (the Act) and the rules made there under;b) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;c) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;d) 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; e) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India

Act, 1992 ('SEBI Act'):- (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, 1992 and

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; (Not applicable to the Company during the Audit Period) (d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014;

(Not applicable to the Company during the Audit Period) (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,

2008; (Not applicable to the Company during the Audit Period) (f) 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; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not

applicable to the Company during the Audit Period) and; (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not

applicable to the Company during the Audit Period)f) The followings are the other laws as specifically applicable to the Company: a. Maharashtra Stamp Act, 1958; b. Negotiable Instrument Act, 1881; c. The Copyright Act, 1957; d. Trade Mark Act, 1999; e. Cinematograph Act, 1952;


29

I have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.

I have also examined compliance with the applicable clauses of the following:

(i) The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015 .

(ii) The Company has complied with the applicable Clauses of Secretarial Standard (SS-1 and SS-2) issued by the Institute of Company Secretaries of India.

(iii) Shareholding of all Promoter(s) / Promoters group is not in dematerialize form, although the Company has applied an application for exemption from the provisions of 100% Shareholding of promoters/ promoter group in dematerialized form, which is pending for approval.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above Subject to the following Observation:

i. Combination of Board of Directors of the Company not as per Corporate Governance of LODR, one more Independent Directors need to be appointed;

ii. As per Section 178 of the Companies Act, 2013 and Regulation 19 of the LODR all directors of the Nomination and Remuneration Committee shall be no-executive directors, but two members of this committees are Executive directors;

iii. The Company has not given any explanation or comments in the Board's Reports by the Board on qualification, reservation or adverse remark or disclaimer made by the company secretary in practice in his secretarial audit report for the year ended 31st March, 2016.

I further report that • The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,

Non-Executive Directors and Independent Directors, subject to non compliance as mention above. The changes in the composition of the Board of Directors that took place during the period under review are carried out in compliance with the provisions of the Act.

• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

• Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that there is scope to improve the systems and processes in the company and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that, during the audit period the company had following events which had bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, etc.

a. Trading of securities of the Company was suspended by BSE, company has filed an appeal to Security Appellate Tribunal (SAT) and revocation of suspension order has been passed by SAT. Further SAT order has been challenged by BSE in Hon'ble Supreme Court and the Matter is still pending with the Supreme Court.


30

b. Company had sale 50% of the share capital of Peninsula TV Pvt Ltd during 2016-17.

c. During the financial year Company has appointed Mr. Romin Nileshbhai Shah, as Company Secretary of the Company on 10.02.2017.

d. The Company has shifted its registered office from Unit No. 305, Laxmi the Mall, Laxmi Industrial Estate, New Link Road, Andheri (W), Mumbai – 400053 to Unit No 501, 5th Floor, Morya Blue Moon, Opp. Citi Mall, Andheri Lokhandwala Road, Andheri (W), Mumbai - 400053, which is within the city of the registered office of the Company.

Suprabhat Chakraborty.Company Secretary in Practice

Date: 29.05.2017Place: Mumbai

ACS No. – 41030C.P No. - 15878


31

Annexure - E

Particulars under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given as under

(A) Conservation of Energy :-

(B) Technology Absorption :-

(C) Foreign exchange earnings and Outgo :-As regards, the Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows, members are requested to refer to Note No. 25 in notes forming part of accounts for the year ended 31st March, 2017.

On behalf of the Board of Directors Date : 25.07.2017 Sd/- Sd/-Place: Mumbai Shantanu Sheorey Cyrus Bhot Chairman Director DIN: 00443703 DIN: 00443874

(i) the steps taken or impact on conservation of energy

Company ensures that the operations are conducted in the manner whereby optimum utilisation and maximum possible savings of energy is achieved

(ii) the steps taken by the company for utilising alternate sources of energy;

No alternate source has been adopted

(iii) the capital investment on energy conservation equipments;

No specific investment has been made in reduction in energy consumption

(i) the efforts made towards technology absorption;

No outside technology is used by the Company.

(ii)

the benefits derived like product improvement, cost reduction, product development or import substitution;

Not Applicable

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported : Nil

(b) the year of import: NA

(c) whether the technology been fully absorbed : NA

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

: NA

(iv) the expenditure incurred on Research and Development.

Not Applicable


32

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

MEDIA AND ENTERTAINMENT INDUSTRY

The Media and Entertainment Industry is a key growth driver for the Indian economy. According to the FICCI KPMG Report 2017, the sector witnessed 9.1% growth in 2016 growing from INR 1,157 billion in 2015 to INR 1,262 billion in 2016.

The industry is expected to grow to INR 2,419 billion by 2021 at a CAGR of 13.9% during 2016-2021, which is more than double the rate of growth of global M&E Industry.

Due to Demonetization in the month of November there was a temporary slow down in the growth of television industry. There was a 11% decrease in advertising spend because most of the sectors cut-down their expenditure due to Demonetization.

Further the introduction of GST one of the biggest indirect reforms in the history of India in order to understand and solve issues pertaining to goods and services in India, it is expected to have a positive impact on the media and entertainment industry due to reduction in cost , change in the entire tax structure.

STRENGTH AND OPPORTUNITIES

A bullish trend in the entertainment and media sector and the increasing demand of the audience provides opportunities to the company to expand themselves in the media sector by analysing the demands of the audience and satisfying their needs which would bring a positive impact in the profitability of the company. There is also a higher viewership in the country due to rich creative and innovative content. It is easy to access film and broadcasting rights in the country.

PURPOSE AND MISSION

The Company's major focus is to engage in the development, production, manufacture and distribution of commercial entertainment materials in all formats. The Company seeks to develop and produce, acquire commercial films, in sync with the business objective. The Company has invested its resources in media & Entertainment business and is confident of achieving the substantial profits in coming years.

WEAKNESS AND THREATS

Rising cost of talent is becoming a huge hindrance. Today even the largest Studios and Production Houses are battling the viability of their larger projects because talent is costing almost 50% of the budget. Today the leading stars have hiked fees substantially as well as taking points in profit participation. Further piracy, violation of intellectual property rights, technology innovation which allows the consumers to view the content online have become a major threat to the media and entertainment industry.

HUMAN RESOURCE POLICIES

Human capital is a very important asset in a media company. Over the years, the Company has built up a human resource structure, which has enabled the Company to grow and take up challenges. The Company has a qualified team of professionals.

CAUTIONARY STATEMENT

Statement in this Management Discussion and Analysis detailing the Company‟s objectives, projections, estimates, expectations or predictions are “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include global and Indian demand-supply conditions, changes in Government regulations, tax regimes, economic developments within India and the countries within which the Company conducts business and other factors such as litigation and labour negotiations.


33

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE PHILOSOPHY

Corporate governance refers to increase in growth of the Company and enhancing the shareholders value. We firmly believe in balancing the interest of shareholders in order to have a sound corporate governance. Your Company adheres to the best practices in corporate governance in its true spirit and benchmark it with highest standards. The Company is in compliance with all the mandatory requirements of Corporate Governance laid down under the SEBI(Listing Obligation and Disclosure Requirements)Regulations,2015.Company has also being complying with the code of conduct laid down by the Board of Directors and Senior Managerial Personnel which has also being placed on the website of the company named (52 Weeks Entertainment Limited).

BOARD OF DIRECTORS

The Board of your company comprises of the below mention Directors out of which four are Executive Directors and four are Non-Executive and Independent Directors. The Chairman of the Board is Executive Promoter Director. The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the Act.

During the year under review, 5 (Five) Board Meetings were held on 28.05.2016, 12.08.2016, 12.11.2016, 10.02.2017 and on 20.03.2017. The intervening gap between any two meetings is not exceeding 120 (one hundred twenty) days. All the relevant and necessary information were placed before the board for their approval/noting. The Composition of Board of Directors as on 31st March,2017 and their attendance at the Board Meeting during the year under review and also number of other directorships/ membership of Committees are as follows:

Sr. No.

Name of Director Category No. of Meeting Attended

Directorship in other public

companies

excluding 52 weeks entertainment ltd *

Committee position including 52 weeks entertainment ltd **

Member

ship Chairman

ship1. Mr. Shantanu

Sheorey Promoter & Executive Director

5

0

1

0

2. Mrs. Nayantara Sheorey ^

Promoter & Executive Director

4 0 0 0

3. Mr. Cyrus Bhot

Executive Director

5

0

2

0 4. Ms. Karishma Jain

Executive Director

5

0

1

0

5. Mr. Joe Rajan Valiyaveetil

Executive Director

5

0

1

0

6. Mr. Vipin Shantilal

Champawat

Non-Executive-Independent Director

5

1

1

3

7. Mr. Suryakant

Kadakane


5

2

3

1

8. Mrs. Preeti Doshi


0

2

2

0

9. Mrs. Dhrupa

Thakkar #Non-Executive-Independent Director

0 0 0 0


34

* Excluding Private Limited Companies, Foreign Companies, Section 8 Companies and Alternate Directorships. ** Includes only Audit Committee and Stakeholders' Relationship Committee.# Mrs. Preeti Jayesh Doshi appointed on the Board w.e.f. 20.03.2017.# Mrs. Dhrupa Thakkar appointed on the Board w.e.f. 29.05.2017.^ Mrs. Nayantara Sheorey resigned from the office w.e.f. 20.03.2017.

COMMITTEES OF BOARD

Presently the Company has 3(three) Committees, i.e. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee. All decisions pertaining to the constitution of Committee, appointment of members and fixing of terms of reference for committee are taken by Board of Directors. Details on the role and composition of these committees, including the number of meeting held during the financial year 2016-17 and details of attendance are provided herein below.

A) Audit Committee

The Audit Committee of the Company as on 31st March,2017 comprises of below mention members. All the Members of the Audit Committee have vast experience and knowledge of finance, accounts and corporate laws. During the year under review, 4 (four) meetings of the Audit Committee were held on 28.05.2016, 12.08.2016, 12.11.2016 and on 10.02.2017. The intervening gap between two meetings is not exceeding 120 days. The Composition of the Audit Committee and details of attendance of the members at the Audit Committee Meetings during the year under review are given below

The Chief Financial Officer, representatives of Statutory Auditors, Internal Audits and Finance & Accounts department are invited to the meetings of the Audit Committee.

The power, terms of reference and role of the Audit Committee cover all such matters specified under Section 177 of the Companies Act, 2013 , SEBI(LODR)Regulations,2015 and includes all other matters as may be directed by Board from time to time.

B) Nomination and Remuneration Committee

The Board of Directors has constituted Nomination & Remuneration Committee as prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 (and as may be modified/amended from time to time). The committee comprises of 5 (five) members. During the year under review, Nomination & Remuneration Committee met 1(one) time on 20th March,2017. The composition of the Nomination & Remuneration Committee as on 31st March, 2017 and details of meetings attended by the members are given below:

Terms of reference of remuneration committee are as follows : • Formulation of the criteria for determining qualifications, positive attributes and independence of a

director and recommend to the Board a policy, relating to the remuneration of the directors, key

Sr.No. Name of Members Position No. of Meeting Attended

1.

Mr. Vipin Champawat

Chairman 4

2.

Mr. Suryakant Kadakane

Member

43. Mr. Cyrus Bhot Member 44. Mr. Shantanu Sheorey Member 4

Sr.No. Name of Members Position No. of Meeting Attended

1.

Mr. Vipin Champawat

Chairman

1

2.

Mr. Suryakant Kadakane

Member

13.

Mr. Cyrus Bhot

Member

1

4. Mr. Shantanu Sheorey Member 15. Mrs. Preeti Doshi Member 0


35

managerial personnel and other employees;

• Formulation of criteria for evaluation of Independent Directors and the Board;

• Devising a policy on Board diversity;

• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

• To carry out such other functions as the board may decide from time to time.

Remuneration Policy for Executive and Non Executive and Independent Directors are as follows :

Executive Directors :

The remuneration if payable to executive directors shall be paid in consultation with the Nomination & Remuneration Committee who decides the remuneration structure for Executive Directors by considering the financial position of the Company, qualification, experience of the directors, trend in the industry, past performance, past remuneration and limits prescribed for remuneration of Executive Directors i.e 10 % of net profit of the company calculated in the manner prescribed under the Companies Act, 2013 and subject to necessary approvals thereunder. The Nomination & Remuneration Committee ensures that remuneration, if any, payable to executive directors does not exceeds the prescribed limits.

Non Executive and Independent Directors :

The Non-Executive and Independent Directors of the Company may be paid remuneration periodically or may be paid commission within the overall limit of 1% of the Net Profit of the Company calculated in the manner prescribed under the Companies Act, 2013 and subject to necessary approvals thereunder. In addition to commission, if any, Non-Executive Directors are paid sitting fees and actual reimbursement of expenses incurred for attending each meeting of the Board and Committees.

Remuneration paid to the Directors for the year ended on 31st March,2017 are as follows :

(Amount in `)

Sr.No

Name of Directors

Sitting Fees

Salary and Perquisites

Commission

No. of shares Held

1 Mr. Shantanu Sheorey*

Nil Nil Nil 3231300

2 Mrs. Nayantara Sheorey ^ *

Nil

Nil

Nil

37310

3 Mr. Cyrus Bhot

Nil

Nil

Nil

Nil

4 Ms. Karishma Jain

Nil

600000

Nil

Nil5 Mr. Joe Rajan

Valiyaveetil

Nil

Nil

Nil

Nil

6 Mr. Vipin Shantilal Champawat

24000

Nil

Nil

Nil

7 Mr. Suryakant Kadakane

24000

Nil

Nil

Nil

8 Mrs. Preeti Doshi # Nil Nil Nil Nil9 Mrs. Dhrupa

Thakkar #Nil Nil Nil Nil


36

# Mrs. Preeti Jayesh Doshi appointed on the Board w.e.f. 20.03.2017.# Mrs. Dhrupa Thakkar appointed on the Board w.e.f. 29.05.2017.^ Mrs. Nayantara Sheorey resigned from the office w.e.f. 20.03.2017.* Mr. Shantanu Sheorey and Mrs. Nayantara Sheorey are related to teach other.

C) Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Board comprises of 3 (three) members. During the year under review committee met 9(Nine) times on 02.05.2016, 10.05.2016, 20.05.2016, 27.05.2016, 24.06.2016, 30.06.2016, 08.07.2016, 15.11.2016 and on 25.11.2016. The composition of Stakeholders Relationship Committee as on 31st March,2017 and details of attendance of the members at the Stakeholders Relationship Committee Meetings during the year are given below

During the year under review, Company did not received any complaints from the shareholders. The Shareholders Relationship Committee resolves complaints of investors pertaining to transfer, transmission, dematerialization of shares, non-receipt of dividends, non-receipt of annual report. In addition to this it also oversee the performance of the Company's Registrar and Share Transfer Agents and also perform such other functions as may be necessary for discharge of its obligation.

ANNUAL GENERAL MEETING

POSTAL BALLOT

No special resolution was passed during the year 2016-17 by way of postal ballot.

DISCLOSURES

• The Company has no material significant related party transactions that may have a potential conflict with the interest of the Company. The details of transaction between the Company and the related parties are given under Notes to the Financial Statement for the financial year ended March 31,2017. The Board has approved a policy for related party transactions which has been uploaded on the Company's website and web link thereto is www.52weeksentertainment.com.

• The Company has followed the applicable accounting standards and guidelines prescribed by the regulatory authorities in preparation of financial statements.

Sr.No. Name of the Members Position No. of Meeting Attended

1. Mr. Vipin Champawat Chairman 92. Mr.Shantanu Sheorey Member 63. Ms.Karishma Jain Member 64. Mr. Joe Rajan Valiyaveetil Member 75.

Mr. Cyrus Bhot

Member

9

Financial Year Ended

Date and Time Venue Special ResolutionPassed

31st

March,2016

30th

September,

2016

at 11.00 am.

Unit No.501, 5th Floor, Morya Blue Moon Opp. Citi Mall Andheri Lokhandwala Road, Andheri (W) Mumbai -

400053.

0

31st

March,2015

29th

September,2015 at 11 am.

Unit No. 305, Laxmi The Mall, Laxmi Industrial Estate, New Link Road Andheri (W), Mumbai –

400053.

0

31st

March,2014 14th

August,2014 at 5 pm.

Tarabai Hall 97,Shiv Prasad Building Marine Drive, Mumbai, 400002.

1


37


• The Company has complied with all the requirements of Regulatory Authorities. There has not been any non-compliance by the Company and no penalties or strictures imposed by SEBI or Stock Exchanges or any statutory authority on any matter relating to capital markets, during the last three years except Trading of securities of the Company was suspended by BSE, company has filed an appeal to Security Appellate Tribunal (SAT) and revocation of suspension order has been passed by SAT. Further SAT order has been challenged by BSE in Hon'ble Supreme Court and the Matter is still pending with the Supreme Court.

• The Company has adopted a Code of Conduct for Prevention of Insider Trading (“The Code”) in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation. The Code is amended from time to time in accordance with the changes brought in by SEBI in the Insider Trading Regulations.

• The Board of Directors of the Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company. The Board Members and the Senior Management Personnel have affirmed compliance with the code for the financial year 2016-17. The said Code of Conduct has been posted on the website of the Company. A declaration to this effect forms part of this report.

• The Disclosure on remuneration of directors, pecuniary relationship or transaction with Non-Executive Directors, details of notice period, severance fees, No. of Shares held by Directors etc have been provided earlier under the head “Nomination and Remuneration Committee” in this Corporate Governance Report .

MEANS OF COMMUNICATION

The Quarterly/ Annual Financial Results are sent to the Stock Exchanges immediately after they are approved by the Board. The said results are then published in the prescribed proforma within 48 hours of the conclusion of the meeting of the Board in which they are considered in Free Press Journal (English) , Navshakti(Marathi). The Company's website www.52weeksentertainment.com contains a separate section called “Investors Relation” where latest shareholders information are available. The Quarterly and Annual Financial Results are posted on the website. The Company electronically files data such as Shareholding Pattern, Corporate Governance Report, Reconciliation of Share Capital Audit Report and other Corporate Announcements on listing. bseindia.com web based application designed by BSE. Management Discussion and Analysis Report forms part of the Annual Report.

GENERAL SHAREHOLDERS INFORMATION(i) Annual General Meeting

Date : 8th September, 2017 Time : 11:30 am Venue : Unit No. 501, 5th Floor, Morya Blue Moon, Opp, Citi Mall, Andheri Lokhandwala Road, Andheri(W), Mumbai – 400053. Financial Year : 1st April, 2016 to 31st March, 2017 Date of Book Closure : 2nd September, 2017 to 8th September,2017 (Both days inclusive) Dividend Payment Date : Nil

ii) Listing on Stock Exchanges and Stock Codes

The Company's Equity Shares are listed on the following Stock Exchange in India :

Name of the Stock Exchange Address Stock Code Bombay Stock Exchange Limited (BSE) Phirozee Jeejeebhoy Towers, 531925 Dalal Street, Mumbai – 400001.

ISIN for Equity Shares : INE545N01019

The Company has paid Annual Listing Fees as applicable to the BSE for the FY 2017-18.

38

iii) Market Price Data

iv) Registrar & Share Transfer Agents

The details of Registrar & Share Transfer Agent appointed by the Company are as under

Universal Capital Securities Private Limited 21, Shakeel Niwas, Mahakali Caves Road, Andheri – (East),Mumbai – 400 059Phone No.022- 2820 7203 – 05Email: - [email protected]

v) Share Transfer System

Applications for transfers, transmission and transposition are received by the Company at its Registered Office or at the office(s) of its Registrars & Share Transfer Agent. If the shares of the Company are in dematerialised form, the transfers are duly processed by NSDL/CDSL through their respective depository participants. Shares which are in physical form are processed by the Registrars & Share Transfer Agent and the certificates are dispatched directly to the investors. The Company obtains from a Company Secretary in Practice, half yearly certificate of compliance with the share transfer formalities as required under regulation 40(9) of the SEBI(LODR) Regulation 2015 and files a copy of the certificate with the Stock Exchange where the Company is listed.

vi) Shareholding by Category

Month Open High Low Close VolumeApr-16

204.80

230.00

204.00

229.80 11,73,821

May-16

231.00

261.00

226.80

260.50 15,69,880

June-16

262.00

264.00

246.95

254.45 15,28,657

July-16

254.00

269.00

236.55

266.55 15,46,956

Aug-16

269.00

269.00

254.00

269.00 15,04,974

Sep-16

269.00

269.00

268.00

269.00 10,11,382

Oct-16

282.00

300.00

260.00

300.00 5,37,275

Nov-16

301.00

315.00

270.30

289.90 4,97,603

Dec-16

289.90

289.90

216.60

233.00 1,25,798

Jan-17 234.90 245.00 216.00 238.50 2,75,881

Feb-17 244.00 256.50 224.00 229.00 4,44,582

Mar-17 239.00 244.75 160.30 160.30 28,79,966

Categories Shares Held % of totalshareholding

a.

Promoters

3290550

9.43

b.

Public

Institution

Foreign Portfolio

Investor, Companies, (Central/ State Govt. Institution/ Non-Govt. Institution),

261897

0.75

Non-Institutions

Individuals

16407196

47.04Clearing Member

3335378

9.56Bodies Corporate 10552635 30.25Non Resident Indian 10 0.00Hindu Undivided Family 745779 2.14LLP/Partnership Firm 286555 0.83

Total 34880000 100


39

vii) Distribution of Shareholding

The Distribution of Shareholding as on 31st March, 2017 are as follows :

viii) Dematerialisation of Shares and Liquidity (as on 31st March,2017)

29543810 equity share were held in demat form as on 31st March,2017, constituting 84.70 % of the total paid-up share capital.

ix) Outstanding ADRs/GDRs or Warrants or any Convertible Instrument, Conversion Dates and likely impact on equity

As on date the company has not issued these types of securities.

x) Address for Investor Correspondence

The Company Secretary 52 Weeks Entertainment Limited Unit No.501, 5th Floor, Morya Blue Moon Opp. Citi Mall Andheri Lokhandwala Road, Andheri (W) Mumbai - 400053.Email : [email protected] No. 022- 40167088, 022-22842127

Universal Capital Securities Private Limited 21, Shakeel Niwas, Mahakali Caves Road, Andheri – (East), Mumbai – 400059Phone No.022- 28207203 / 05Email: - [email protected]

xi) Non-Mandatory Requirements

The non-mandatory requirements have been adopted to the extent and in the manner as stated under the appropriate headings detailed below :

• The Board

Your Company has an Executive Chairman and hence, the need for implementing this non-mandatory requirements does not arise.

Sr.No. Range No. of

Share holders

% to total No. of share

holders

No. of shares Held

% to total Shares held

From To

1

1

500

738

72.00

147931 0.4242

501

1000

29

2.829

26140 0.0753

1001

2000

7

0.683

10400 0.0304

2001

3000

7

0.683

17772 0.0515

3001

4000

7

0.683

26160 0.0756 4001 5000 10 0.976 49150 0.1417 5001 10000 21 2.049 154970 0.4448 10001 above 206 20.098 34447477 98.760

Total 1025 100.00 34880000 100.00

Electronic / Physical No. of Shares Percentage

NSDL

15590477

44.70CDSL

13953333

40.00

Physical 5336190 15.30Total 34880000 100.00


40

• Shareholders Right

The quarterly, half-yearly and annual financial results of your Company are published in newspapers and posted on Company's website www.52weeksentertainment.com. The same are also available on the sites of stock exchange where the shares of the Company are listed i.e. www.bseindia.com.

• Audit Qualifications

There are no qualifications in the Auditor's Report on the financial statements.

• Reporting of Internal Auditor

The Internal Auditors of the Company are invited to the Audit Committee Meeting for reporting their findings to the Audit Committee Members.

DECLARATION ON CODE OF CONDUCT

I, Shantanu Sheorey, Chairman of the Company hereby confirm that all Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year ended March 31st, 2017.

For 52 Weeks Entertainement Limited Date :- 25.07.2017 Sd/- Shantanu Sheorey Place :- Mumbai Chairman


41

AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

To,The Members52 Weeks Entertainment Limited

1. We, Motilal & Associates, Chartered Accountants, the Statutory Auditors of 52 Weeks Entertainment Limited (“the Company”), have examined the compliance of conditions of Corporate Governance by the Company, for the year ended on March 31, 2017, as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (”SEBI Listing Regulations”).

2. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statement of the company.

3. Based on our examination of the relevant records and according to the information and explanations provided to us and the representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI Listing Regulations during the year ended March 31, 2017.

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

For Motilal & Associates,Chartered Accountants FRN: 106584W

Sd/-Motilal JainPartner Membership No. 036811

Date :- 25.07.2017Place:- Mumbai


42

CEO/CFO CERTIFICATE

A. We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

(1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(2) these statements together present a true and fair view of the listed entity's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

B. To the best of our knowledge and belief, no transactions entered into by the listed entity during the year which are fraudulent, illegal or violative of the listed entity's code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the listed entity pertaining to financial reporting and we have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps they we taken or propose to take to rectify these deficiencies.

D. We have indicated to the auditors and the Audit committee

(1) significant changes in internal control over financial reporting during the year, if any

(2) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements, if any and

(3) instances 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 listed entity's internal control system over financial reporting.

Date : 29.05.2017 Sd/- Sd/-Place: Mumbai Shantanu Sheorey Cyrus Bhot Chairman Chief Financial Officer


43

Independent Auditor's Report

To the Member of 52 Weeks Entertainment Limited.

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of 52 Weeks Entertainment Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2017, 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 Standalone Financial Statements

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 and presentation of these standalone financial statements that 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 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.

Auditor's Responsibility

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

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards 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. 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 auditor's 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, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. 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.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2017, and its profit and its cash flows for the year ended on that date.


44

Other Matter

The Company, being a listed company, has been mandatorily required under Section 203 of the Act, to have whole time Key Managerial Person which includes Company Secretary as defined under section 2(24) of the Act.

During the course of our audit, it has been observed that the Company has appointed a Whole Time Company Secretary of the Company from February 10, 2017 to the date of the balance sheet. Consequently the Company has not complied with the requirement of Section 203 of the Companies Act, 2013 by not appointing a Company Secretary, as a whole time Company Secretary for the period before February 10, 2017.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure A” statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. 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 standalone financial statements comply with the Accounting Standards specified under Section 133 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 31st March, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from being appointed as a director in terms of Section 164 (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 Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements, if any

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts, if any; and

iii. The Company is not required to transfer any amounts to the Investor Education and Protection Fund.

iv. The Company has provided requisite disclosures in the standalone financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O.


45

3407(E) dated November 8, 2016 of the Ministry of Finance, during the period from November 8, 2016 to December 30, 2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management.

For MOTILAL & ASSOCIATESChartered AccountantsFRN:106584W

Sd/-Motilal JainPartnerM. No. 036811

Place :MumbaiDate :29/05/2017


46

Annexure A To The Independent Auditors' Report

(i) In respect of its fixed assets :

a. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b. The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. The company does not own any Immovable property. Accordingly paragraph 3(i)(c) of the order is not applicable to the company.

(ii) As explained to us, the nature of the inventories of the Company are such that clause (iii) of paragraph 3 of the Order is not applicable to the Company.

(iii) a. According to the information and explanations given to us and based on the audit procedures conducted by us, we are of the opinion that the company has granted unsecured loans to four(4) parties covered in the register maintained under section 189 of the Companies Act, 2013, total Loan amount granted during the year Rs 1.50 Cr and Balance Outstanding as at balance sheet date Rs 16.24 Cr

b. In our opinion, the terms and conditions of the loans granted to three parties in the register maintained under section 189 of the Act were, prima facie, prejudicial to the interest of the company on account of the fact that the loans granted are interest free.

c. According to the information and explanations given to us and based on the audit procedures

conducted by us, we are of the opinion that there is no stipulation of schedule of repayment of principal and payment of interest for the aforementioned loans and in absence thereof, we are unable to make comments on regularity of the repayment of principal and payment of interest. However, according to the information and explanations given to us and based on the audit procedures conducted by us, the loans to the extent demanded have been recovered during the year.

(iv) Based on information and explanation given to us in respect of loans, investments, guarantees and securities, the Company has complied with the provisions of Section 185 and 186 of the Act.

(v) According to the information and explanations given to us, the Company has not accepted deposits during the year and does not have any unclaimed deposits. Therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.

(vi) The provisions of clause 3 (vi) of the Order are not applicable to the Company as the Company is not covered by the Companies (Cost Records and Audit) Rules, 2014.

(vii) According to the information and explanations given to us in respect of statutory dues:

a. The Company has generally been regular in depositing undisputed statutory dues including Provident fund, Employees' State Insurance, Income-tax, Sales-tax, Service Tax, Customs duty, Excise duty, Value Added Tax, cess and any other material statutory dues applicable to it with the appropriate authorities.

b. There were no undisputed amounts payable in respect of Provident fund, Employees' State Insurance, Income-tax (Except the following demands) , Sales tax, Service Tax, Customs duty, Excise duty, Value Added Tax, cess and any other material statutory dues in arrears, as at March 31, 2017 for a period of more than six months from the date they became payable.


47


48

c. There were no disputed amounts payable in respect of Provident fund, Employees' State Insurance, Income-tax, Sales tax, Service Tax, Customs duty, Excise duty, Value Added Tax, cess and any other material statutory dues in arrears, as at March 31, 2017

(viii) According to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks. The Company does not have any loans or borrowings from financial institutions or government and has not issued any debentures.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause 3 (ix) of the Order is not applicable.

(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 fraud by the Company or any fraud on the Company by its officers or employees noticed or reported during the year, nor have we been informed of any such instance by the management.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid/provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013..

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-I of the Reserve Bank of India Act, 1934

For MOTILAL & ASSOCIATESChartered AccountantsFRN: 106584W

Sd/-Motilal JainPartnerM. No. 036811

Place : Mumbai, Date : 29/05/2017

Name of Statue

Nature of Dues

Period to which

demand relates

Date of Demand

Amount(in Rs)

Date of Payment

Income Tax Act, 1961Income Tax Outstanding

DemandAY 15-16 09/06/2016 9,89,570

Unpaid till Date

Annexure B Referred to in Independent Auditors' Report of Even Date

Report on the Standalone Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ('the Act')

We have audited the internal financial controls over financial reporting of 52 Weeks Entertainment Limited (“the Company”) as of 31st March, 2017 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

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. 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.


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 issued by ICAI and deemed to be prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls and both issued by Institute of Chartered Accountant of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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.

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

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (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.


49

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

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, 2017, 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 MOTILAL & ASSOCIATESChartered AccountantsFRN: 106584W

Sd/-Motilal JainPartnerM. No. 036811Place : Mumbai, Date : 29/05/2017


50

Balance Sheet as at 31st March 2017

Particulars Note No As at

31.03.2017

As at

31.03.2016

EQUITY AND LIABILITY

Shareholders’ funds

Share Capital 2 348,800,000

348,800,000

Reserve and Surplus 3 (164,581,479)

(179,521,317)

Non-current Liabilities

Long-term borrowings 4 102,442,076

102,442,076

Deferred tax liabilities (Net) 5 -

435

Current Liabilities

Short Term Borrowing 6 15,967,957

15,967,957

Trade Payable 7 5,311,226

1,897,393

Other Current Liabilities 8 4,696,025

2,719,691

312,635,805

292,306,235

ASSETS

Non Current Assets

Fixed Assets

Tangible Assets 9 1,411 3,829

Non-current investments 10 10,408,000 10,458,000 Long-term loans and advances 11 265,899,150

273,618,347

Other non-current assets 12 3,770,121

954,121

Current Assets

Inventories 13 29,675,622

-

Cash and bank balances 14 260,177

929,473

Short-term loans and advances 15 2,621,324

6,342,465

312,635,805

292,306,235

See accompanying notes forming part of the financial statements -

-

As Per our Report on Even Date

For Motilal & Associates For and on behalf of Board of Director

ICAI Firm Regn No. 106584W


Motilal Jain Shantanu Sheorey Cyrus Bhot Romin Shah

Partner Director Director / CFO Company Secretary

Membership No : 036811 DIN : 00443703 DIN : 00443874

Date : 29/05/2017

Place : Mumbai

(Amount in `)

Total

Total


51

Sd/- Sd/- Sd/- Sd/-

Membership No.: A26723

Statement of Profit & Loss for the year ended as at 31st March 2017

Particulars Note No Year Ended

31.03.2017

Year Ended

31.03.2016

INCOME

Revenue from Operation -

-

Other Income 16 18,060,446

18,156,118

Total Revenue 18,060,446

18,156,118

EXPENSES

Cost of Production 17 -

-

Employee benefits expense 18 1,390,622

1,427,821

Finance costs 19 12,772

7,924

Depreciation and amortization expense 9 2,418

6,564

Other expenses 20 1,435,665

5,731,315

Total Expenses 2,841,477

7,173,623

Profit before exceptional items and tax 15,218,969

10,982,495

Exceptional Items -

-

Profit/ (Loss) Before Tax 15,218,969

10,982,495

Tax Expenses

Current Tax 21 - 2,032,000 (Excess)/ Short provision for Previous Year 279,567 (963,000) Deferred Tax (435)

(5,728)

Profit/(Loss) for the period 14,939,837

9,919,223

Earnings per share: 22

Basic 0.43

0.28

Diluted 0.43

0.28


-








Date : 29/05/2017

Place : Mumbai

(Amount in `)


52

Sd/- Sd/- Sd/- Sd/-


Cash Flow Statement for the year ended as at 31st March 2017


31.03.2017

Year Ended

31.03.2016

Cash flows from Operating Activities

Net Profit before Tax 15,218,969

10,982,495

Adjusted For :

Depreciation and Amortization 2,418

6,564

Interest Income (18,060,446)

(18,156,118)

Finance Cost 12,772

7,924

Operating profit / (Loss) before working capital changes (2,826,287)

(7,159,136)

Changes in working capital

(Increase)/Decrease in Loans and Advances and Other Assets 8,624,338

(914,419)

(Increase)/Decrease in Inventories (29,675,622)

-

Increase/(Decrease) in Trade Payables,other liabilities and provisions 5,390,168

(226,120)

Cash Generated from / (Used In) Operation (18,487,403)

(8,299,675)

Tax Paid/Refund (279,567)

(1,069,000)

Net cash flow from operating activities (18,766,970)

(9,368,675)

Cash flows from Investing ActivitiesSales/(Purchase) of other investments 50,000

(458,000)

Interest received 18,060,446 18,156,118 Net cash flow from / (used in) investing activities 18,110,446 17,698,118

Cash flows from Financing ActivitiesRepayment of other short-term borrowings -

(7,500,000)

Finance Cost (12,772)

(7,924)

Net cash flow from / (used in) Financing activities (12,772)

(7,507,924)

Net increase / (decrease) in Cash and Cash Equivalents (669,296)

821,520

Cash and cash equivalents as at the beginning of the year 929,473

107,954

Cash and cash equivalents as at end of the year 260,177

929,473

Net increase / (decrease) in Cash and Cash Equivalents (669,296)

821,520

See accompanying notes forming part of the financial statements








Date : 29/05/2017

Place : Mumbai

(Amount in `)


53

Sd/- Sd/- Sd/- Sd/-


Notes to the Standalone Financial Statements for the year ended 31st March, 2017

1. Significant Accounting Policies:

A. Basis of preparation of Financial Statements The financial statements are prepared on going concern basis in accordance with Generally

Accepted Accounting Principles in India (Indian GAAP) and comply in all material aspects with its accounting standards specified under Section 133 of the Companies Act, 2013 (Act) read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The financial statements have been prepared on accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those of previous year.

B. Revenue Recognised Revenue is recognised to the extent it is probable that economic benefits will flow to the Company

and the revenue can be reliably measured. (i) In respect of films produced / co-produced / acquired, revenue is recognised in accordance with the

terms and conditions of the agreements on or after the first theatrical release of the films. (ii) Interest income is recognised on a time proportion basis taking into account the amount

outstanding and the interest rate applicable.

C. Use of Estimates The preparation of financial statements in conformity with Indian GAAP requires judgements,

estimates and assumptions to be made that effect the reported amount of assets and liabilities, disclosure of contingent liabilities and the reported amount of income and expenses during the year. Difference between the actual results and estimates are recognized in the period in which the results are known / materialise.

D. Tangible Assets and Depreciation / Amortisation Fixed assets are stated at cost inclusive of incidental expenses less accumulated depreciation.

Gain or losses arising from the retirement or disposal of a fixed asset (including intangible asset) are determined as the difference between the net disposal proceeds and the carrying amount of assets and recognized as income or expense in the Statement of Profit and Loss.

Depreciation: Depreciation on all the assets have been provided at the rates and in the manner prescribed in

Schedule II to the Act on Written Down Value Method. Depreciation on additions to assets or on sale / disposal of assets is calculated on the basis of Pro rata basis from date of such addition or up to the month of such sale / scrapped, as the case may be.

E. Borrowing Cost Borrowing costs attributable to the acquisition or construction of qualifying assets till the time such

assets are ready for intended use are capitalised as part of cost of the assets. All other borrowing costs are expensed in the period they occur.

F. Investments Investments are classified into long term investments and current investments. Investments which

are intended to be held for more than one year from the date, on which investments are made, are classified as long term investments and investments which are intended to be held for less than one year from the date, on which investments are made, are classified as current investments. Long term investments are accounted at cost and provision for diminution in value is made to recognise a decline, other than temporary, in the value of investment, such reduction being determined and made for each investment individually. Current investments are valued at cost or fair value/market value whichever is lower.

G. Taxes on incomes 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) credit entitlement is recognized in accordance with the Guidance


54

Note on “Accounting for credit available in respect of Minimum Alternate Tax under the Income-tax Act, 1961” issued by the Institute of Chartered Accountants of India (ICAI).

Deferred income tax reflect the current period timing differences between taxable income and accounting income for the period and reversal of timing differences of earlier years / period. Deferred tax assets are recognized only to the extent that there is reasonable certainty, that sufficient future income will be available. During Current year company have not recognised the Deferred Assets arising due to difference in value of Fixed Assets.

H. Provision, Contingent Liabilities, and Contingent Assets Provision is recognized in the accounts when there is a present obligation as a result of past event/s

and it is probable that an outflow of resources will be required to settle the obligation. Contingent liabilities, if any, are disclosed in the notes to the financial statements. Contingent

assets are neither recognised nor disclosed in the financial statements.

I. Transaction in Foreign Currency Foreign currency transactions are accounted at the exchange rate prevailing on the date of such

transaction.

J. Employee Benefits i. Short term employee benefits are charged off in the year in which the related service is

rendered ii. The Company is exempted from Payment of Gratuity Act, 1972 in view of its strength of

employees being less than threshold limit attracting the applicability of the said statute and as such no provision has been made for the said liability

iii. Leave encashment is not provided on actuarial basis in view of employees being less than 10 and same is charged on actual basis.

K. 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.

L. Earnings per share The Company reports its basic and diluted earnings per share in accordance with Accounting

Standard 20 Earnings per Share. Basic earnings per share are computed by dividing the profit for the year by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit for the year by the weighted average number of equity shares outstanding during the year as adjusted for the effects of all dilutive potential equity shares except where the results are anti-dilutive.


55

Notes Forming part of Financial Statement

2. Share Capital

No of Shares Amount No of Shares Amount

A. Authorised Share Capital :

Equity shares of ` 10/- Each 36,000,000

360,000,000

36,000,000

360,000,000

B. Issued, Subscribed and fully paid up

Equity shares of ` 10/- Fully Paid up 34,880,000

348,800,000

34,880,000

348,800,000

Total 34,880,000

348,800,000

34,880,000

348,800,000

Notes

2. Details of shares held by each shareholder holding more than 5% shares:

No of Shares % Held No of Shares % Held

Shantanu Sheorey 3,231,300

9.26% 3,231,300

9.26%


Opening balance 34,880,000

348,800,000

34,880,000

348,800,000

(34,880,000) (348,800,000) (34,880,000) (348,800,000)

Add : Fresh Issue -

-

-

-

-

-

-

-

Closing Balance 34,880,000 348,800,000 34,880,000 348,800,000

(34,880,000) (348,800,000) (34,880,000) (348,800,000)

Figures in brackets pertains to the previous year

3. Reconciliation of the number of equity shares and amount outstanding at the beginning and at the end of

the year:

ParticularsIssued Subscribed and fully paid up

ParticularsAs at 31.03.2017 As at 31.03.2016

1. The Company has only one class of equity share having par value of `10 per share. Each holder of equity share

is entitled to one vote per share held. All the equity shares rank pari passu in all respects including but not limited to

entitlement for dividend, bonus issue and rights issue. In the event of liquidation, the equity shareholders are

eligible to receive the remaining assets of the Company after distribution of all liabilities in proportion to their

shareholding.



56


Particulars As at

31.03.2017

As at

31.03.2016

3. Reserve and SurplusA. Share Premium Account

As per last Balance Sheet 62,920,000

62,920,000

Add: Received During the Year -

-

Balance at the end of the year 62,920,000

62,920,000

B. Surplus/ (Deficit) in the Statement of Profit and Loss

As per last Balance Sheet (242,441,317)

(252,360,540)

Add : Profit for the year 14,939,837

9,919,223

Balance at the end of the year (227,501,479)

(242,441,317)

(164,581,479)

(179,521,317)

4. Long-Term BorrowingsA. Term Loan from Financial institution

1. Foreign Currency Loan 38,627,263

38,627,263

2. Rupee Loan 45,023,923

45,023,923

3. Interest Payable on Loan 13,432,173

13,432,173

97,083,359

97,083,359

B. Loan and Advance from Related Party 5,358,717 5,358,717

102,442,076 102,442,076

5. Deferred Tax Assets / (Liabilities)

Deferred Tax Assets / (Liabilities) Components

Depreciation on fixed assets -

(435) Net Deferred Tax Assets/(Liability) at the end of the year -

(435)

Net deferred tax Assets / (liability) at the beginning of the year (435)

(6,163)

Deferred tax (Expense) / Income for the year (435)

(5,728)

6. Short term borrowingsDemand Loan from Banks 15,967,957

15,967,957

15,967,957

15,967,957

7. Trade Payable (Refer note 23)

Dues to Small Enterprises and Medium Enterprises -

-

Dues to other than Small Enterprises and Medium Enterprises 5,311,226

1,897,393

5,311,226

1,897,393

8. Other Current LiabilitiesStatutory dues payable 501,305

7,500

Liability towards employee benefits 106,238

366,563

Outstanding Liabilty towards Expenses 743,080

702,148

Others (includes overdrawn bank balances) 3,345,402

1,643,479

4,696,025

2,719,691

31.03.2017 31.03.2016 31.03.2017 31.03.2016

Investments in Subsidiaries - unquoted

Four Lions Flims Pvt Ltd (shares of ` 10) 52,040 52,040 10,408,000 10,408,000Investments in equity instruments

(unquoted)

Peninsula TV Pvt Ltd (Share of ` 10) - 5,000 - 50,000

10,408,000.00 10,458,000.00

(Amount in `)

Total

Total

Total

Total

Total

10. Non Current Investment Number Amount


57

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58

Notes Forming part of Financial Statement(Amount in `)

Particulars As at

31.03.2017

As at

31.03.2016

11. Long term loans and advances (Unsecured, considered good)

Capital Advances 11,600,000

11,600,000

Loans and advances to related parties 162,429,718

172,691,593

Other 91,869,432

89,326,754

265,899,150

273,618,347

12. Other non-current assetsMAT credit Entitlement 3,770,121

954,121

3,770,121

954,121

13. InventoriesFilms under production 28,075,622

-

Flims Story 1,600,000

-

29,675,622

-

14. Cash and bank balancesCash in Hand 235,904

896,000

Balances with banks 24,273

33,473

260,177 929,473

15. Short term loans and advancesAdvance to Supliers 1,478,466 4,360,870 Security Deposits 50,000

300,000

Balance with Government authorities 1,092,858

1,681,595

2,621,324

6,342,465

Particulars 2016-17 2015-16

16. Other IncomeInterest on deposits and others 17,871,949

18,156,118

Interest Received on IT Refund 188,497

18,060,446

18,156,118

17. Cost of Production

Opening Stock of Movies -

Add : Cost of production

Artists, Directors and other technicians 13,389,273

-

Food & Refreshment 1,447,732

-

Insurance Expenses 95,418

-

Purchase of costumes and dresses 1,306,581

-

Set properties and equipment hire charges 1,898,829

-

Shooting and location expenses 9,682,077

-

Other Production Expenses 1,855,712

-

29,675,622

Less: Closing stock of Movies (29,675,622)

-

-

18. Employee benefit expensesSalaries and allowances 1,390,622 1,427,821

1,390,622 1,427,821

19. Finance CostOther financial charges 12,772 7,924

12,772 7,924

Total

Total

Total

Total

Total

Total

Total

Total


59

-

-

Notes Forming part of Financial Statement(Amount in `)


20. Other ExpensesAdvertisement 35,453

22,018

Auditor’s remuneration* 86,250

85,875

Telephone Charges 17,434

3,702

Commission and brokerage -

35,000

Director’s sitting fees 48,000

24,000

Electricity charges 5,533

9,291

Legal and professional consultancy fees 125,900

3,705,700

Postage & Courier exp 10,098

9,503

Printing and stationery 13,567

17,631

Rent 400,000

561,600

Travelling and conveyance expenses 30,740

90,968

Custodian Expenses 188,674

170,925

E-Voting Charges 5,750

11,400

Listing Charges 200,000

224,720

MCA Fees & Legal Expenses 41,400

24,000

Office Expenses 33,916 108,027

Registration Fees 10,050 229,684 Registrar Fees 65,550 - Swach Bharat Cess 4,050 - Miscellaneous expenses 113,300

397,270

1,435,665

5,731,315

*Auditor’s remuneration

Audit fees 86,250

85,875

86,250

85,875

21. Current taxCurrent Tax 2,816,000

2,032,000

MAT credit Entitlement (2,816,000)

-

2,032,000

22. Earning Per Share

Profit for the year 14,939,837

9,919,223

Amount available for equity share holders 14,939,837 9,919,223

Weighted average number of Equity Shares for basic EPS [nos.] 34,880,000 34,880,000

Basic EPS / Diluted EPS 0.43 0.28

Nominal value of shares (`) 10.00 10.00

Total

Total

Total


60

23. Micro, Small AND Medium Enterprises: The Company has no dues to Micro, Small and Medium enterprises as at 31 March, 2017, on the basis

of information provided by the parties and available on record. Further, there is no interest paid / payable to micro and small enterprises during the year.

24. Segment Information The Group operates only in one Segment namely 'Production of Movies and TV Serials' and hence

business segment disclosure as per AS-17 - Segment Reporting are not applicable.25. Transaction in Foreign Currency

26. In the opinion of the management, the current assets, loans and advances have the values on realization in the ordinary course of business at least equal to the amounts at which they are stated in the balance sheet except the trade receivables and loans and advances which falls under management's policy for bad and doubtful debts as taken in the previous years.

27. As stated in earlier years annual reports, the Farm and Hatchery land together with the structures and ancillary assets/material stocks on the land including moveable assets related to farm division which was mortgaged with the consortium banks, was disposed off by the banks in the financial year 2005-06 and 2006-07 respectively by holding auction sale under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. Besides the sale of above moveable and immoveable assets, banks also auctioned the agricultural land kept as collateral security by one of the promoters with the lending banks at the time of disbursement of loan. Since there was neither any feedback nor any intimation by the banks regarding the ratio in which they distributed amongst themselves the said realized amount, it is apportioned between the consortium banks in proportion to the various loans outstanding and provided in the books till the date of recalling of advances by individual banks. On sale of said properties including moveable assets during the year by the banks under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, the amount against said facilities and loans has been categorized as unsecured loans.

28. Cash Credit, Packing Credit and demand working capital loan from banks were secured by hypothecation of stock and book debts and term loan from banks were secured by pari-passu charge on all the immoveable properties of the company and hypothecation of moveable assets. On sale of said properties including moveable assets by the banks under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, the amount against said facilities and loans has been categorized as unsecured loans of the accounts.

29. Related Party Transaction Disclosure in accordance with Accounting Standard-18 – Related Party transactions during the yearA. Subsidiary Company Four Lions Films Pvt Ltd.B. Group Companies & Firms (GP/F) Truce Multitrade Ltd BT Divine Power & Mining Corporation Ltd Elan Capital Advisors Pvt. Ltd Pranjali Infrastructure Pvt. Ltd Cinch Multitrade Pvt. Ltd Divine Power & Mining Corporation Ltd. Monotype India Ltd Pranjali (India) Pvt Ltd. Sidkim Construction Pvt Ltd . Xpanding Horizon Education Pvt. Ltd. Zanskar Films Pvt. Ltd Tosg Art Education Pvt. Ltd. Pranjali Services Pvt. Ltd. Adrina Realties Pvt. Ltd Venus Integrated Textile Park Pvt Ltd LLP Innocent Investment Consultants LLP Sandeep Ispat Traders LLPC. Key Management Personnel (KMP) Harsh Jain (resigned : June 15) Karishma Jain (Director) Shantanu Sheorey (Director) Romin Shah (Company Secretary) Cyrus Bhot (CFO and Director)

Sr No Particulars 31.03.2017 31.03.2016

1

Earning in Foreign Currency

Nil Nil

2

CIF Value of Imports

Nil Nil

3 Expenditure in Foreign Currency Nil 265,243/-


61

Significant Transactions with related parties during the year

Sr No

Name of Party

Nature of Transaction

Amount

Current Year

AmountPrevious

Year

1 Harsh Jain Director Remuneration

-

3,75,000

Reimbursement of Expense

-

2,65,243Loan Repaid

-

75,00,000

2 Karishma Jain Director Remuneration 6,00,000 6,00,0003 Romin Shah Salary 3,05,401 -

4 Four Lions Films Pvt Ltd Loan Given 25,00,000 61,57,750Repayment Received

1,10,50,000

61,07,750

5 Monotype India Limited

Loan Given

1,25,00,000

1,08,50,000

Repayment Received

2,35,21,191

1,80,13,135

Interest for the year

1,03,43,685

99,56,8796 Elan Capital Ltd

Reimbursement of Expense

22,000

4,800

Balance outstanding at the Year End

Sr No

Name of Party


Amount

Current Year

AmountPrevious

Year

1 Karishma Jain

Remuneration Payable at the end

90,000

3,15,000

2 Shantanu Sheorey

Loan payable at the year end

53,58,717

53,58,717

3 Four Lions Films Pvt Ltd

Loan Receivable at the year end

2,70,00,000

3,55,50,000

Investment in Subsidiary

1,04,08,000

1,04,08,000

4B T Divine Power & Mining Corporation Ltd


1,41,00,000

1,41,00,000

5 Monotype India LimitedLoan Receivable at the year end

11,89,59,316

12,06,71,191

6 Pranjali India Pvt LtdInvestment at the year end - 50,000Loan Receivable at the year end

23,50,000 23,50,000

30. Details SBN's held and Transacted during the period 08/11/2016 to 30/12/2016 (Amount in ̀ )

* Include Cash Withdrawal23. Prior Year Comparatives Previous year's figures have been regrouped, rearranged or recasted wherever necessary to conform

to this year's classification. Figures in brackets pertain to previous year.

As Per our Report on Even Date For Motilal & Associates For and on behalf of Board of DirectorICAI Firm Regn No. 106584WChartered AccountantsSd/- Sd/- Sd/- Sd/-Motilal Jain Shantanu Sheorey Cyrus Bhot Romin ShahPartner Director Director & CFO Company SecretaryM. No. 036811 DIN : 00443703 DIN : 00443874 Membership No.: A26723Date : 29/05/2017Place : Mumbai

Particular SBNs Other

Denomination Notes

Total

Cash in hand as on 08/11/2016

NIL

50,347/-

50,347/-

Add Permitted Receipts*

NIL

1,50,000/-

1,50,000/-Less : Permitted Payments

NIL

812/-

812/-Less Amount Deposited in Bank

NIL

NIL

NIL

Closing cash in Hand as on 30.12.2016

NIL 1,99,535/- 1,99,535/-


62


INDEPENDENT AUDITORS' REPORT

To The Members Of 52 Weeks Entertainment Limited

REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

We have audited the accompanying consolidated financial statements of 52 WEEKS ENTERTAINMENT LIMITED(hereinafter referred to as “the Holding Company”) and its subsidiary (the Holding Company and its subsidiaries together referred to as “the Group”), comprising of the Consolidated Balance Sheet as at March 31, 2017, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

MANAGEMENT'S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The Holding Company's Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group 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. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company's preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Holding Company has an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company's Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

63


We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2017, and their consolidated profit/loss and their consolidated cash flows for the year ended on that date.

OTHER MATTERS

1. We did not audit the financial statements / financial information of the Subsidiary, namely Four Lions Films Pvt. Ltd total assets of which amount to Rs. 241,611,178/- as at March 31, 2017, total revenues of Rs. 454,834,834/-, total Net Profit after Tax of Rs. 17,789,355/- for the year ended on that date. These financial statements / financial information have been audited by another auditor, whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary and our report in terms of sub-sections (3) and(11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiary, is based solely on the reports of another auditor.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements / financial information certified by the Management.

2. The Holding Company, being a listed company, has been mandatorily required under Section 203 of the Act, to have whole time Key Managerial Person which includes Company Secretary as defined under section 2(24) of the Act.

During the course of our audit, it has been observed that the Holding Company has appointed a Whole Time Company Secretary of the Company from February 10, 2017 to the date of the balance sheet. Consequently the Holding Company has not complied with the requirement of Section 203 of the Companies Act, 2013 by not appointing a Company Secretary, as a whole time Company Secretary for the period before February 10, 2017.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required bySection143(3) of the Act, we report, to the extent applicable, 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 of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

(d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

64

(e) With respect to the adequacy of the internal financial controls over financial reporting of the Group and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”

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

i. The consolidated financial statements disclose the impact of pending litigations, if any, on the consolidated financial position of the Group.

ii. The Group did not have any material foreseeable losses on long-term contracts including derivative contracts.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company, and its subsidiary company.

For MOTILAL & ASSOCIATES Chartered Accountants Registration No.:106584W

Sd/-Place: Mumbai Motilal JainDate: 29/05/2017 Partner M. No. 036811


65

ANNEXURE “A” TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE CONSOLIDATED FINANCIAL STATEMENTS OF 52 WEEKS ENTERTAINMENT LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2017, We have audited the internal financial controls over financial reporting of 52 WEEKS ENTERTAINMENT LIMITED (hereinafter referred to as “the Holding Company”) and its subsidiary namely Four Lions Films Pvt. Ltd., which is company incorporated in India, as of that date.

Management's Responsibility for Internal Financial Controls

The respective Board of Directors of the of the Holding company and its subsidiary company, which is company incorporated in India, are 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 the respective 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.


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”) issued by the ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

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.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of their reports referred to in the Other Matters paragraph below, 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

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that:

(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;


66

(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

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

In our opinion, the Holding Company, its subsidiary company, which is company incorporated in India, have, 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, 2017, 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.

Other Matters

Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates its subsidiary company, which is company incorporated in India, is based on the corresponding reports of the auditors of such company incorporated in India.

FOR MOTILAL & ASSOCIATES Chartered Accountants FRN: 106584W

Sd/-Motilal JainPartner M.No. 036811

Place: MumbaiDate: 29/05/2017


67

Consolidate Balance Sheet as at 31st March 2017

Particulars Note No As at

31.03.2017

As at

31.03.2016

EQUITY AND LIABILITY

Shareholders’ funds

Share Capital 2 348,800,000

348,800,000

Reserve and Surplus 3 (145,290,986)

(182,221,601)

Minority Interest 345,813

Non-current Liabilities

Long-term borrowings 4 108,657,864

106,942,076

Deferred tax liabilities (Net) 5 -

112,718

Current Liabilities

Short Term Borrowing 6 119,237,006

27,604,195

Trade Payable 7 90,031,128

89,934,344

Other Current Liabilities 8 14,509,132

36,591,295

536,289,957

427,763,027

ASSETS

Non Current Assets

Fixed Assets -

Tangible Assets 9 6,328,920 1,499,825

Goodwill on Consoldiation 19,450,973 14,903,738 Non-current investments 10 - 50,000 Long-term loans and advances 11 238,899,150

238,068,347

Other non-current assets 12 7,047,121

954,121

Current Assets

Inventories 13 40,975,194

3,231,694

Trade Receivable 14 126,662,219

28,576,168

Cash and bank balances 15 6,184,271

2,165,372

Short-term loans and advances 16 90,742,109

138,313,762

536,289,957

427,763,027


-








Date : 29/05/2017

Place : Mumbai

(Amount in `)

Total

Total


68

Sd/- Sd/- Sd/- Sd/-


Consolidated Statement of Profit & Loss for the year ended as at 31st March 2017


31.03.2017

Year Ended

31.03.2016

INCOME

Revenue from Operation 17 450,337,879

27,326,580

Other Income 18 22,557,401

18,437,559

Total Revenue 472,895,280

45,764,139

EXPENSES

Cost of Production 19 396,087,929

23,986,407

Employee benefits expense 20 9,664,163

1,895,896

Finance costs 21 5,506,600

505,031

Depreciation and amortization expense 9 1,243,123

90,930

Other expenses 22 27,460,539

7,500,055

Total Expenses 439,962,355

33,978,319

Profit before exceptional items and tax 32,932,925

11,785,820

Exceptional Items -

-

Profit/ (Loss) Before Tax 32,932,925

11,785,820

Tax Expenses

Current Tax 23 - 2,182,000 (Excess)/ Short provision for Previous Year 316,451 (964,554) Deferred Tax (112,718) 1,461

Profit/ (Loss) After tax for the year before minority Interest 32,729,192

10,566,913

Minority Interest in Profit / (Loss) 345,813

-

Profit / (Loss) for the year 32,383,379

10,566,913

Earnings per share: 24

Basic 0.93

0.30

Diluted 0.93

0.30









Date : 29/05/2017

Place : Mumbai

(Amount in `)


69

Sd/- Sd/- Sd/- Sd/-


For Motilal & Associates

Consolidated Cash Flow Statement for the year ended as at 31st March 2017


31.03.2017

Year Ended

31.03.2016

Cash flows from Operating Activities

Net Profit before Tax 32,932,925

20,622,401

Adjusted For :

Depreciation and Amortization 1,243,123

1,018,957

Sundry Balance Write off ‐

(162,801)

Finance Cost 5,506,600

5,965,293

Interest Income (18,060,446)

(18,156,118)

Operating profit before working capital changes 21,622,202

9,287,732

Changes in working capital:

(Increase)/Decrease in Loans and Advances and Other Assets 40,647,850

(1,613,715)

(Increase)/Decrease in Trade Receivable (98,086,051)

65,318,139

(Increase)/Decrease in Inventories (37,743,500)

964,502

Increase/(Decrease) in Trade Payables,other liabilities and provisions (21,985,379)

(16,964,759)

Cash Generated from Operation (95,544,877)

56,991,899

Tax Paid/Refund (316,451)

(1,069,000)

Net cash flow from operating activities before prior period (95,861,328)

55,922,899

Less : Prior Period Expenses ‐

‐

Net cash flow from operating activities (95,861,328)

55,922,899

Cash flows from Investing ActivitiesSales/(Purchase) of other investments 50,000 ‐

Purchase of Fixed Assets (6,072,218) (459,499) Interest received 18,060,446 18,156,118

Net cash flow from / (used in) investing activities 12,038,228

17,696,619

Cash flows from Financing ActivitiesProceeds from other Long‐term borrowings 1,715,788

(3,718,108)

Finance Cost (5,506,600)

(5,965,293)

Repayment of other short‐term borrowings 91,632,811

(63,406,415)

Net cash flow from / (used in) investing activities 87,841,999

(73,089,816)

Net increase / (decrease) in Cash and Cash Equivalents 4,018,899

529,702

Cash and cash equivalents as at the beginning of the year 2,165,372

1,635,670

Cash and cash equivalents as at end of the year 6,184,271

2,165,372

Net increase / (decrease) in Cash and Cash Equivalents 4,018,899

529,702



For and on behalf of Board of Director






Date : 29/05/2017

Place : Mumbai

(Amount in `)


70

Sd/‐ Sd/‐ Sd/‐ Sd/‐


1. Significant Accounting Policies: A. Basis of preparation of Financial Statements The Consolidated financial statements are prepared on going concern basis in accordance with

Generally Accepted Accounting Principles in India (Indian GAAP) and comply in all material aspects with its accounting standards specified under Section 133 of the Companies Act, 2013 (Act) read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Consolidated financial statements have been prepared on accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those of previous year.

Principles of Consolidation • The financial statements of the Parent Company and its subsidiaries have been consolidated on a

line by line basis by adding together the book value of like items of assets, liabilities, income, expenses, after eliminating intra-group transactions and any unrealized gain or losses on the balances remaining within the group in accordance with the Accounting Standard 21 on “Consolidated Financial Statements” (AS-21).

• The financial statements of the Holding Company and its subsidiaries have been consolidated on a line-by line basis by adding together the book values of similar items of assets, liabilities, income and expenses, after eliminating intra -group balances, intra-group transactions and resulting unrealised gains / losses

• The Consolidated Financial Statements have been prepared by applying uniform accounting policies for similar transactions, except otherwise stated.

• The difference between the costs of investment in subsidiaries, over the net assets at the time of acquisition is recognised in the financial statements as Goodwill / Capital Reserve as the case may be.

• Minority interest in the net assets of consolidated subsidiaries consists of: • The amount of equity attributable to minorities at the date on which investment in a subsidiary

is made; and • The minorities' share of movements in equity since the date the parent subsidiary relationship

came into existence. • Minority interest's share of net profit of consolidated subsidiaries for the year is identified, wherever

applicable, and adjusted against the income of the group in order to arrive at the net income attributable to shareholders of the Holding Company. Minority interest's share of net assets of consolidated subsidiaries is identified and presented in the Consolidated Balance Sheet separate from liabilities and the equity of the Holding Company's shareholders.

• The Consolidated Financial Statements present the consolidated accounts of 52 Weeks Entertainment Limited ('the Holding Company'), with its subsidiaries i.e. Four Lions Films Private Limited

B. Revenue Recognised Revenue is recognised to the extent it is probable that economic benefits will flow to the Company

and the revenue can be reliably measured. (i) In respect of commission programmes, revenue is recognised as and when the relevant

episodes of the programmes (television serials) are telecast on broadcasting channels. (ii) In respect of films produced, revenue is recognised in accordance with the terms and

conditions of the agreements on or after the first theatrical release of the films. (iii) Interest income is recognised on a time proportion basis taking into account the amount

outstanding and the interest rate applicable. C. Use of Estimates The preparation of financial statements in conformity with Indian GAAP requires judgements,

estimates and assumptions to be made that effect the reported amount of assets and liabilities, disclosure of contingent liabilities and the reported amount of income and expenses during the year. Difference between the actual results and estimates are recognized in the period in which the results are known / materialise.


71

D. Tangible Assets and Depreciation / Amortisation Fixed assets are stated at cost inclusive of incidental expenses less accumulated depreciation.

Gain or losses arising from the retirement or disposal of a fixed asset (including intangible asset) are determined as the difference between the net disposal proceeds and the carrying amount of assets and recognized as income or expense in the Statement of Profit and Loss.

Depreciation: Depreciation on all the assets have been provided at the rates and in the manner prescribed in

Schedule II to the Act on Written Down Value Method. Depreciation on additions to assets or on sale / disposal of assets is calculated on the basis of Pro rata basis from date of such addition or up to the month of such sale / scrapped, as the case may be.

E. Borrowing Cost Borrowing costs attributable to the acquisition or construction of qualifying assets till the time such

assets are ready for intended use are capitalised as part of cost of the assets. All other borrowing costs are expensed in the period they occur.

F. Investments Investments are classified into long term investments and current investments. Investments which

are intended to be held for more than one year from the date, on which investments are made, are classified as long term investments and investments which are intended to be held for less than one year from the date, on which investments are made, are classified as current investments. Long term investments are accounted at cost and provision for diminution in value is made to recognise a decline, other than temporary, in the value of investment, such reduction being determined and made for each investment individually. Current investments are valued at cost or fair value/market value whichever is lower.

G. Taxes on incomes Current tax is measured at the amount expected to be paid to / recovered from the tax authorities,

using the applicable tax rates. Minimum Alternate Tax (MAT) credit entitlement is recognized in accordance with the Guidance

Note on “Accounting for credit available in respect of Minimum Alternate Tax under the Income-tax Act, 1961” issued by the Institute of Chartered Accountants of India (ICAI).

Deferred income tax reflect the current period timing differences between taxable income and accounting income for the period and reversal of timing differences of earlier years / period. Deferred tax assets are recognized only to the extent that there is reasonable certainty, that sufficient future income will be available. During Current year company have not recognised the Deferred Assets arising due to difference in value of Fixed Assets.

H. Provision, Contingent Liabilities, and Contingent Assets Provision is recognized in the accounts when there is a present obligation as a result of past event/s

and it is probable that an outflow of resources will be required to settle the obligation. Contingent liabilities, if any, are disclosed in the notes to the financial statements. Contingent

assets are neither recognised nor disclosed in the financial statements. I. Transaction in Foreign Currency Foreign currency transactions are accounted at the exchange rate prevailing on the date of such

transaction.


72


2. Share Capital


A. Authorised Share Capital :

Equity shares of ̀ 10/- Each 36,000,000

360,000,000

36,000,000

360,000,000

B. Issued, Subscribed and fully paid up

Equity shares of ̀ 10/- Fully Paid up 34,880,000

348,800,000

34,880,000

348,800,000

Total 34,880,000

348,800,000

34,880,000

348,800,000

Notes

2. Details of shares held by each shareholder holding more than 5% shares:

No of Shares % Held No of Shares % Held

Shantanu Sheorey 3,231,300

9.26% 3,231,300

9.26%


Opening balance 34,880,000

348,800,000

34,880,000

348,800,000

(34,880,000) (348,800,000) (34,880,000) (348,800,000)

Add : Fresh Issue -

-

-

-

-

-

-

-

Closing Balance 34,880,000 348,800,000 34,880,000 348,800,000

(34,880,000) (348,800,000) (34,880,000) (348,800,000)

Figures in brackets pertains to the previous year

3. Reconciliation of the number of equity shares and amount outstanding at the beginning and at the end

of the year:

ParticularsIssued Subscribed and fully paid up


1. The Company has only one class of equity share having par value of ` 10 per share. Each holder of equity share is entitled to one vote per share held. All the equity shares rank pari passu in all respects including but not limited to entitlement for dividend, bonus issue and rights issue. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all liabilities inproportion to their shareholding.



73

Notes to the Consolidated Financial Statements

Particulars As at

31.03.2017

As at

31.03.2016

3. Reserve and Surplus

A. Share Premium Account

Balance at the beginning of the year 62,920,000

62,920,000

Add : Consol Adjustment 9,887,600

Add: Received During the Year -

-

Balance at the end of the year 72,807,600

62,920,000

B. Surplus/ (Deficit) in the Statement of Profit and Loss

Balance at the beginning of the year (245,141,601)

(252,360,540)

Add : Consol Adjustment (5,340,365)

Add : Profit for the year 32,383,379

7,218,939

Balance at the end of the year (218,098,586)

(245,141,601)

(145,290,986)

(182,221,601)

4. Long-Term Borrowings

A. Term Loan from Financial institution

1. Foreign Currency Loan 38,627,263 38,627,263 2. Rupee Loan 45,023,923 45,023,923 3 Vehicle Loan 2,573,653 - 4. Interest Payable on Loan 13,432,173

13,432,173

99,657,012

97,083,359

B. Loan and Advance from Related Party 5,358,717

5,358,717

C. Other Loan and Advance 4,500,000

4,500,000

Less : Current maturities of long term borrowings (refer Note 8) (857,865)

-

108,657,864

106,942,076

5. Deferred Tax Assets / (Liabilities)

Deferred Tax Assets / (Liabilities) Components

Depreciation on fixed assets -

(112,718)

Net Deferred Tax Assets/(Liability) at the end of the year -

(112,718)

Net deferred tax Assets / (liability) at the beginning of the year (112,718)

(32,180)

Deferred tax (Expense) / Income for the year (112,718)

80,538

6. Short term borrowings

Demand Loan from Banks 118,843,876

15,967,957

Loan and Advance from Related Party 393,130

10,393,130

Loan and Advance from Other Party -

1,243,108

119,237,006

27,604,195

7. Trade Payable

Dues to Small Enterprises and Medium Enterprises -

-

Dues to other than Small Enterprises and Medium Enterprises 90,031,128

89,934,344

90,031,128

89,934,344

8. Other Current Liabilities

Current maturities of long term borrowings 857,865

-

Statutory dues payable 9,456,547 31,032,531

Liability towards employee benefits 106,238 366,563

Outstanding Liabilty towards Expenses 743,080 730,493

Others (includes overdrawn bank balances) 3,345,402 4,461,707

14,509,132 36,591,295

(Amount in `)

Total

Total

Total

Total

Total


74

No

tes t

o t

he C

on

so

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ate

d F

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cia

l S

tate

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ts

9. T

an

gib

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ss

ets

as o

n 3

1.0

3.2

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7

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016

Acq

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itio

ns

Ad

juste

d/

Dis

po

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As A

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31.0

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Up

to

01.0

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ttern

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31.0

3.2

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Co

mpu

ter

1,8

69

,760

1,0

77

,466

(9,5

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2,9

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,726

1,3

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- 5

31

,293

1

,900

,093

1,0

37

,633

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Fu

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867

,762

1,1

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,709

-

2,0

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,471

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97

,858

560

,382

1,4

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,089

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,292

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,218

-

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,200

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,865

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-

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,772

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,772

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,553

-

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,814

6,0

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,718

(9,5

00)

9,8

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,032

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,989

- 1,2

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,123

3,5

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,11

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6,3

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,920

1,4

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,825

Pre

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3,3

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,315

409

,499

-

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,814

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,032

- 1,0

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,957

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,989

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,499

,825

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75

Notes to the Consolidated Financial Statements (Amount in `)

31.03.2017 31.03.2016 31.03.2017 31.03.2016

Investments in equity instruments

(unquoted)

Peninsula TV Pvt Ltd (Share of ` 10) -

5,000

-

50,000

-

50,000

Particulars As at

31.03.2017

As at

31.03.2016

11. Long term loans and advances (Unsecured, considered good)

Capital Advances 11,600,000

11,600,000

Loans and advances to related parties 135,429,718

137,141,593

Other 91,869,432

89,326,754

238,899,150

238,068,347

12. Other non-current assets

MAT credit Entitlement 7,047,121 954,121

7,047,121 954,121

13. Inventories

Television Serials 11,299,572

3,231,694 Films under production 28,075,622

-

Flims Story 1,600,000

-

40,975,194

3,231,694

14. Trade Receivable

Outstanding for More than 6 Month -

-

Other trade receivable - considered good 126,662,219

28,576,168

126,662,219

28,576,168

15. Cash and bank balances

Cash in Hand 5,940,473

1,136,859

Balances with banks; 243,797

1,028,513

6,184,271

2,165,372

16. Short term loans and advances

Advance to Supliers 2,230,697

11,923,502

Security Deposits 11,319,951

7,951,631

Balance with Government authorities 39,063,058

68,699,549

Employee advances 133,000

-

Others 37,995,403

49,739,080

90,742,109

138,313,762


17. Revenue from Operations

Commissioned Sales 450,337,879

27,326,580

450,337,879

27,326,580

18. Other IncomeInterest on deposits and others 18,060,446

18,151,227

Interest on IT Refund 3,298,682

271,849

Sundry Balance written back 1,183,868 13,567

Miscellanous Income 14,405 917

22,557,401 18,437,559

Total

10. Non Current Investment Number Amount

Total

Total

Total

Total

Total


76



19. Cost of Production

Opening Stock of Movies & Television Serials 3,231,694

349,683

Add : Cost of production

Artists, Directors and other technicians 244,066,471

13,926,514

Food & Refreshment 9,901,791

567,015

Insurance Expenses 344,059

15,888

Purchase of costumes and dresses 9,289,179

597,520

Set Cost 24,904,190

491,694

Set properties and equipment hire charges 35,109,048

1,085,813

Shooting and location expenses 50,856,025

2,219,694

Other Production Expenses 59,360,666

5,001,894

437,063,123

24,255,715

Less: Closing stock of Movies & Television Serials 40,975,194

269,308

396,087,929

23,986,407

20. Employee benefit expensesSalaries and allowances 8,934,103

1,842,467

Staff welfare expenses 730,060

53,429

9,664,163

1,895,896

21. Finance CostInterst Expenses 5,334,979 438,510 Other financial charges 171,621 66,521

5,506,600 505,031

22. Other ExpensesAdvertisement 35,453

22,018

Auditor’s remuneration* 336,250

106,708 Commission and brokerage 553,638

35,000

Custodian Expenses 188,674

170,925

Director’s sitting fees 48,000

24,000

Electricity charges 340,193

47,851

E-Voting Charges 5,750

11,400

Legal and Professional Consultancy Fees 8,382,720

4,565,354

Listing Charges 200,000

224,720

MCA Fees & Legal Expenses 41,400

24,000

Office Expenses 413,995

146,913

Postage & Courier exp 18,793

9,564

Printing and stationery 144,085

41,464

Promotion Expenses 385,695

46,106

Registrar Fees 65,550

1,367

Registration Fees 10,050

229,684

Rent 5,220,520

853,468

Repairs and Maint 368,058

19,286

Swach Bharat Cess 1,312,788

37,666

Telephone Charges 182,596

19,950

Travelling and conveyance expenses 450,069

116,807

Miscellaneous expenses 3,693,709

669,275

27,460,539

7,500,055

*Auditor’s remuneration

Audit fees 336,250 106,708

336,250 106,708Total

Total

Total

Total


77

TDS: late payment interest 5,062,554 76,527


24. Earning Per Share

Profit for the year 32,383,379 10,566,913 Amount available for equity share holders 34,880,000 34,880,000 Weighted average number of Equity Shares for basic EPS [nos.] 34,880,000 34,880,000 Basic EPS / Diluted EPS 0.93 0.30 Nominal value of shares (`) 10.00

10.00

23. Current tax

Current Tax 6,093,000 2,182,000

MAT credit availed (6,093,000)

- 2,182,000Total


78

25. Micro, Small AND Medium Enterprises:The Company has no dues to Micro, Small and Medium enterprises as at 31 March, 2017, on the basis of information provided by the parties and available on record. Further, there is no interest paid / payable to micro and small enterprises during the year.

26. Segment InformationThe Group operates only in one Segment namely 'Production of TV Serials and Movies' and hence business segment disclosure as per AS-17 - Segment Reporting are not applicable.

27. Transaction in Foreign Currency

28. In the opinion of the management, the current assets, loans and advances have the values on realization in the ordinary course of business at least equal to the amounts at which they are stated in the balance sheet except the trade receivables and loans and advances which falls under management's policy for bad and doubtful debts as taken in the previous years.

29. As stated in earlier years annual reports, the Farm and Hatchery land together with the structures and ancillary assets/material stocks on the land including moveable assets related to farm division (of Holding Company) which was mortgaged with the consortium banks, was disposed off by the banks in the financial year 2005-06 and 2006-07 respectively by holding auction sale under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. Besides the sale of above moveable and immoveable assets, banks also auctioned the agricultural land kept as collateral security by one of the promoters with the lending banks at the time of disbursement of loan. Since there was neither any feedback nor any intimation by the banks regarding the ratio in which they distributed amongst themselves the said realized amount, it is apportioned between the consortium banks in proportion to the various loans outstanding and provided in the books till the date of recalling of advances by individual banks. On sale of said properties including moveable assets during the year by the banks under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, the amount against said facilities and loans has been categorized as unsecured loans.

30. In respect of Holding Company, Cash Credit, Packing Credit and demand working capital loan from banks were secured by hypothecation of stock and book debts and term loan from banks were secured by pari-passu charge on all the immoveable properties of the company and hypothecation of moveable assets. On sale of said properties including moveable assets by the banks under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, the amount against said facilities and loans has been categorized as unsecured loans of the accounts.

Sr No Particulars 31.03.2017 31.03.2016

1

Earning in Foreign Currency

Nil Nil

2

CIF Value of Imports

Nil Nil

3 Expenditure in Foreign Currency Nil 265,243/-


79

31. Related Party Transaction Disclosure in accordance with Accounting Standard-18 – Related Party transactions during the year1. Name of related parties and description of relationshipA. Group Companies & Firms (GP/F) Truce Multitrade Ltd BT Divine Power & Mining Corporation Ltd Elan Capital Advisors Pvt. Ltd Pranjali Infrastructure Pvt. Ltd Cinch Multitrade Pvt. Ltd Divine Power & Mining Corporation Ltd. Monotype India Ltd Pranjali (India) Pvt Ltd. Sidkim Construction Pvt Ltd Xpanding Horizon Education Pvt. Ltd. Zanskar Films Pvt. Ltd. Tosg Art Education Pvt. Ltd. Pranjali Services Pvt. Ltd. Adrina Realties Pvt. Ltd Venus Integrated Textile Park Pvt Ltd LLP Innocent Investment Consultants LLP Sandeep Ispat Traders LLPB. Key Management Personnel (KMP) Harsh Jain (resigned : June 15) Karishma Jain (Director) Shantanu Sheorey (Director) Romin Shah (Company Secretary) Cyrus Bhot (CFO and Director)2. Significant Transactions with related parties during the year

Balance outstanding at the Year End

32. Prior Year ComparativesPrevious year's figures have been regrouped, rearranged or recasted wherever necessary to conform to this year's classification. Figures in brackets pertain to previous year.

As Per our Report on Even Date For Motilal & Associates For and on behalf of Board of DirectorICAI Firm Regn No. 106584WChartered AccountantsSd/- Sd/- Sd/- Sd/-Motilal Jain Cyrus Bhot Shantanu Sheorey Romin ShahPartner Director & CFO Director Company SecretaryM. No. 036811 DIN : 00443703 DIN : 00443874 Membership No.: A26723Date : 29/05/2017Place : Mumbai

Sr No

Name of Party


Amount

Current Year

AmountPrevious

Year

1 Harsh Jain Director Remuneration

- 3,75,000

Reimbursement of Expense - 2,65,243

Loan Repaid - 75,00,0002 Karishma Jain Director Remuneration 42,00,000 21,50,0003 Romin Shah

Salary

3,05,401 -

5 Monotype India Limited

Loan Given

1,25,00,000 1,08,50,000

Repayment Received

2,35,21,191 1,80,13,135Interest for the year 1,03,43,685 99,56,879

6 Elan Capital Ltd Reimbursement of Expense 22,000 4,800

Sr No

Name of Party


Amount

Current Year

AmountPrevious

Year

1 Karishma Jain

Remuneration Payable at the end

90,000

6,45,000

2 Shantanu Sheorey

Loan payable at the year end

53,58,717

53,58,717

4B T Divine Power & Mining Corporation Ltd


1,41,00,000

1,41,00,000

5 Monotype India LimitedLoan Receivable at the year end

11,89,59,316 12,06,71,191

6 Pranjali India Pvt LtdInvestment at the year end - 50,000Loan Receivable at the year end

23,50,000 23,50,000

Route Map to AGM Venue

LandmarkCiti Mall


Venue: Unit No. 501, 5th Floor, Morya Blue Moon, Opp, Citi Mall, Andheri Lokhandwala Road, Andheri(W), Mumbai – 400053.Date & Time: 8th September, 2017 at 11.30 am. Landmark: Opp. Citi Mall.

80


ATTENDANCE SLIPPLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE

MEETING HALL

DP id *

Folio No.

Client id*

No of Shares

Name and Address of Shareholder/Proxyholder :-

____________________________________________________________________________________________________________________________________________________________________ __________________________________________________________________________________

I hereby record my presence at the 24th

Annual General Meeting of the Company held on Friday, 8th

September,2017

at 11.30

a.m

at Unit No.501, 5th

Floor, Morya Blue Moon, opp. Citi

Mall Andheri Lokhandwala Road, Andheri(W), Mumbai – 400053.

_______________________________Signature of the Shareholder or Proxy

81


FORM OF PROXY

Name of member(s) : Email id :

Registered Address :

Folio No/ DP id :

Client id :

I/We, being the member(s) of ________________ shares of 52 Weeks Entertainment Limited, hereby appoint :

Name : ______________________________________________________________________

Address : ____________________________________________________________________

E-mail id : _____________________________ Signature : __________________ or failing him

as my/our proxy to attend and vote(on a poll) for me/us and on my/our behalf at the 24th Annual General Meeting of the Company, to be held on Friday, 8th

September,2017 at 11:30 am at Unit No. 501, 5th

Floor, Morya Blue Moon, Opp. Citi Mall Andheri Lokhandwala Road, Andheri(W), Mumbai - 400053 and at any adjournment thereof in respect of such resolutions as are indicated below :

Resolutions

Optional

Ordinary Business

For

Against1 Adoption of

the Standalone and Consolidated Audited Financial Statement of the Company for the f in ancial year ended 31st March, 2017 and Report of the Director‟s and Auditor‟s thereon.

2 Appointment of

a Director in place of Mr. Cyrus Bhot (DIN 00443874) who retires by rotation and being eligible offers himself for reappointment.

3 Appointment of Statutory

Auditors of the Company.

Special Business

4 Appointment of

Mrs. Preeti Doshi (DIN: 07741542 ) as an Independent Director of the Company.

5 Appointment of

Mrs. Dhrupa Thakkar (DIN: 05352292 ) as an Independent Director of the Company.

6 Authorization to

the Board of Directors for borrowing money upto Rs. 100(Hundred) Crores.

7 Approval for

creation of charge/security over the assets/undertaking of the Company in respect of borrowing.

8 Adoption of new Articles of Association of the Company containing regulations in conformity with the Companies Act,2013.

82

Name : ______________________________________________________________________

Address : ____________________________________________________________________


Name : ______________________________________________________________________

Address : ____________________________________________________________________



Signed this day of _________________________ ,2017

_____________________

Signature of Shareholder

________________________ __________________________

Signature of first proxy holder Signature of second proxy holder Signature of third proxy h older

Notes : 1.This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the

Company, not less than

48 hours before the commencement of the meeting. The Proxy need not be a member of the

Company.

2.A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of

the total share

capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not

act as proxy for any other

person or shareholder.

** This is only optional.

Please put „X‟ in the appropriate Column

against the resolutions indicated in the Box. If you leave

the „For‟ or „Against „ Column blank against any or all the resolutions, your proxy will be entitled to vote in the manner as

he/she thinks appropriate.

3. Appointing a proxy does not prevent a member from attending the meeting in person if he so wishes.

Affix One

Rupee

Revenue

Stamp

83

__________________________


52 Weeks Entertainment LimitedRegd Office : Unit No.501, 5th Floor, Morya Blue Moon, Opp. Citi Mall, Lokhandwala Road,

Andheri (W), Mumbai – 400053. CIN:- L93000MH1993PLC072467Email:[email protected], Web:www.52weeksentertainment.com

POLLING PAPER

(Form No. MGT -12)

(Pursuant to section 109(5) of the Companies Act,2013 and rule 21(1)(c) of the Companies (Management and Administration) Rules,2014)

BALLOT PAPER

Sr.No.

Particulars

Details

1 Name of the First Named Shareholders

2 Postal Address

3 Registered Folio No./*DP Id/Client Id(Applicable to investors holding shares in dematerialized form)

4 Class of Share

Equity

I hereby exercise my vote in respect of Ordinary Resolution enumerated below by recording my assent or dissent to the said resolution in the following manner :

Sr.No. Item No. of Shares held by me

I assent to the resolution

I dissent to the resolution

1 Adoption of the Standalone and Consolidated Audited Financial Statement of the Company for the financial year ended 31st March, 2017 and Report of the Director‟s and Audito r ‟ s thereon.

2 Appointment of a Director in place of Mr. Cyrus Bhot (DIN 00443874) who retires by rotation and being eligible offers himself for reappointment.

3 Appointment of Statutory

Auditors of the Company

4 Appointment of Mrs. Preeti Doshi (DIN: 07741542 ) as an Independent Director of the Company.

5 Appointment of Mrs. Dhrupa Thakkar (DIN: 05352292 ) as an Independent Director of the Company.

6 Authorization to the Board of Directors for borrowing money upto Rs. 100(Hundred) Crores.

7 Approval for creation of charge/security over the

assets/undertaking of the Company in respect of borrowing.

8 Adoption of new Articles of Association of the

Company containing regulations in conformity with the Companies Act,2013.

Date :-

Place:- Signature of Shareholder

84

Book Post

If Undelivered please return to:

52 WEEK ENTERTAINMENT LIMITEDUnit No.501, 5th Floor, Morya Blue Moon, Opp. Citi Mall, Andheri Lokhandwala Road,Andheri (W) Mumbai - 400 053

Documents

52 WEEKS ENTERTAINMENT - Bombay Stock Exchange · Mr. Joe Rajan Valiyaveetil ... To consider and, if thought fit, to pass with or without modification(s) ... Floor, Morya Blue Moon,