Divine Entertainment Ltd. के निदेशक की रिपोर्ट

Mar 31, 2011

To, The Members of DIVINE ENTERTAINMENT LIMITED

The directors have pleasure in presenting herewith the Audited Annual Report for the year ended on 31st March, 2011 of your Company.

FINANCIAL HIGHLIGHT:

The Financial performance of the company during the year is as under:

PARTICULARS FOR THE YEAR FOR THE YEAR ENDED ON ENDED ON 31/03/2011 31/03/2010

Total Income. 1632870.00 115250.00

Total Expenses 1387300.00 116352.00

Profit Before Depreciation & Tax 245570.00 (1102.00)

Depreciation 3092694.00 3882702.00

Provision For Tax 0.00 0.00

Provision for FBT. 0.00 0.00

Profit / (Loss) After Tax. (2847124.00) (3883804.00)

Balance Carried to Balance Sheet (2847124.00) (3883804.00)

Earning Per Share (In Rupees) -- --

DIVIDEND:

Due to net loss suffered after provision for depreciation, your directors have not recommended any amount to be paid as dividend.

TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND:

The Company has no liability on account of unpaid/ unclaimed dividend which may be required to be transferred and credited to the Investors Education and Protection Fund as per requirements of Section 205C of the Companies Act. The Company has also no outstanding unpaid/ unclaimed Interest liability on Deposits or Debentures or no outstanding unpaid/ unclaimed principal amount of any Deposits or Debentures or share application money.

BUY BACK OF SHARES:

The Company has not announced any Buy Back Of Share of its Equity Share Capital since inception as per the provisions of Section 77A, 77AA, 77B of the Company Act 1956. Hence the Company is not required to complete any such formalities as provided in the Companies Act on account of Buy Back Of Shares.

CAPITAL STRUCTURE OF THE COMPANY:

The Company has not issued any share of any nature during the year under review. There were no changes in the Capital structure of the Company during the year.

YEAR UNDER REVIEW:

During the year under review your company was not engaged in any type of commercial business activities due to blockage of working capital funds in capital work in progress, long term investment. Your directors are proposing to engage in the business of establishment of a Song and Dance Academy at Noida, Gurgaon or Delhi. The directors are in process of identifying the location suitable for attracting students/ youth for these activities.

FUTURE OUTLOOK:

The company has started venturing into the business of acquiring of rights of telecast, broadcast, publishing of films, T.V Serials and such entertainment contents. In addition the company is also in process of creation of infrastructure facilities such as Film and Television Shooting studio, dubbing theatre, Editing room . etc. which will be given on rent to entertainment industry and in return the company will acquire telecast, broadcast rights which will not involve any cash expenditure or reduce the overall cash expenses and company will be able to good revenue from this business in future.

COMPLIANCE TO CODE OF CORPORATE GOVERNANCE

(CLAUSE 49 OF THE LISTING AGREEMENT)

A detailed report on Corporate Governance, compliance duly certified by the Practicing Company Secretary as required under clause 49 of the listing agreement, are annexed to this report

INFORMATION PURSUANT TO THE LISTING AGREEMENT AND SEBI CIRCULAR NO. SMDRP / CIR- 14 / 98 DATED APRIL 29th, 1998

The Company's shares are at present listed on Ahmedabad Stock Exchange Limited and BSE Limited. Complete Address of the Stock Exchanges have been mentioned in the Annual Report under the head Corporate Information. The Company has not paid the Annual listing feels for the years 2008-2009 of Ahmedabad Stock Exchange Limited and of BSE Limited. Due to this reason and also due to non compliance of certain clauses of Listing Agreement, the shares of the company are presently not being traded on both the stock exchanges. The management is taking active steps to regularize the matter at the earliest.

DEMATERIALISATION OF THE SECURITIES OF THE COMPANY

The company has already signed Tripartite Agreement with NSDL & CDSL for Dematerializing of its Equity Shares. The Equity shares are now available for Dematerialization by investors. Due to non payment of Annual Maintenance charges of NSDL and CDSL as well as Skyline Financial Services Private Limited. The company is not getting timely information from the Depositories hence the company could not confirm the Dematerialization of shares of investors in time.

ENVIROMENT PROTECTION

The Company is not engaged in the industrial or manufacture activities. Except the water used for sanitation purpose, there is no other type of water, air or noise pollution being generated by the company.

INSURANCE AND PROTECTION OF ASSETS:

The Company is facing the liquidity crunch. It has no sizeable big fixed assets except the office equipments like tables, chairs, computer systems etc. Hence, the Company has not taken any type of insurance of its fixed assets. The Company has also no moveable stock, machineries which require taking protection by way of insurance.

DEPOSITS (SECTION 58A)

During the year under review your company has neither invited nor accepted any public deposit or deposits from the private parties as defined under section 58A of the Companies Act-1956.

DIRECTORS

During the year Shri Ajay Chopra shall retire by rotation. However Shri Ajay Chopra has not given his willingness for re-appointment as Director in the company. Shri. Sunil Arora and Shri. Gulshan Kumar Mehndiratta was appointed as Additional Director on the board on 01.10.2010.

DIRECTORS RESPONSIBILITY STATEMENT (SECTION 217( 2AA)

Pursuant to the provision contained in section 217(2AA) of the Companies Act 1956 the Directors of your Company Confirm:

(A) That as far as possible in the preparation of the annual account, the applicable accounting standards have been followed and no material departures have been made from the same;

(B) That they have selected such accounting policies and applied them consistently and made judgments and estimated that are reasonable and prudent so as to give a true and fair view of the state of affair of the company for that period:

(C) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company for preventing and detecting fraud and other irregularities:

(D) That they have prepared the annual account on a going concern basis.

STATUTORY AUDITOR

Mr. Pradeep Jindal, Chartered Accountant, of PVR N & Co. have given their letter of consent and confirmation under section 224(1B) of the Companies Act 1956 for reappointment as Statutory Auditors of the Company. Necessary Resolution making their appointment as the Statutory Auditors and fixing their resolution is proposed to be passed at the Annual General Meeting.

AUDITORS OBSERVATION

Notes to the Accounts are self explanatory in nature. The Auditors have not made any adverse remarks in their report.

EMPLOYEES (SECTION 217 (2A))

There is no employee of the company who were in receipt of the remuneration of RS. 24,00,000/- in the aggregate if employed for the year and in receipt of the monthly remuneration of RS. 2,00,000/- in the aggregate if employed for a part of the year. Hence the information required under section 217 (2A) of the companies Act, 1956 being not applicable are not given in this report.

AUDIT COMMITTEE

Pursuant to the provisions of clause 49 of the listing agreement, the Company had constituted an Audit Committee of the Board of Directors. At present the Audit Committee comprises of three Directors namely Shri Sunil Arora, Shri Gulshan Kumar Mehndiratta and Shri Ajay Chopra.

The terms of reference stipulated by the Board to the Audit Committee are, as contained under Clause 49 of the Listing Agreement, i.e.

a. Oversight of the Company's financial reporting process and the disclosure of its financial information.

b. Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

c. Reviewing with management the annual financial statements before submission to the board, focusing primarily on (i) any changes in accounting policies and practices, (ii) major accounting entries based on exercise of judgment by management, (iii) qualifications in draft audit report, (iv) significant adjustments arising out of audit, (v) the going concern assumption, (vi) compliance with accounting standards, (vii) compliance with Stock Exchange and legal requirements concerning financial statements and (viii) any related party transactions i.e. transactions of the company of material nature, with promoters or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of Company at large.

d. Reviewing with the management, external and internal auditors, the adequacy of internal control systems.

e. Reviewing the adequacy of internal audit functions.

f. Discussion with internal auditors any significant findings and follow up these on.

g. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

h. Discussion with external auditors before the audit commences nature and scope of audit as well as has post-audit discussion to ascertain any area of concern.

i. Reviewing the Company's financial and risk management policies.

REMUNERATION COMMITTEE

As the company is not paying any remuneration to the Directors, the Company has not constituted Remuneration Committee in pursuance to clause 49 of the listing agreement, and as per the amendments introduced by Schedule XIII of the Companies Act 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO.

Information required to be given pursuant to section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Directors) Rules 1988 and forming part of the Directors report for the year ended 31st March, 2011 are given below :

A. CONSERVATION OF ENERGY

Company is taking necessary measures for conservation of energy. Company was not having any business operation for the past few years, however as on date company has started its operations again.

B. TECHNOLOGY ABSORPTION

RESEARCH AND DEVELOPMENT (R & D)

a) Specific areas in which R&D carried out by the company. None

b) Benefits derived as a result of above Nil

c) Future plan of action EXPENDITURE ON R&D

No expenditure is incurred by Company on Research & Development

C. FOREIGN EXCHANGE EARNINGS AND OUTGO.

Details of Foreign Exchange, earnings and Outgo are given as below:-

Year2011 Year 2010

(Amt.) (Amt.)

Foreign Exchange earning Nil Nil

Foreign Exchange outgoing Nil Nil MATERIAL DEVELOPMENT

No material development has taken place in the Company from the closure of the financial year till the date of this annual report and the same does not have any material impact on the financial conditions or operation of the Company.

STATUTORY INFORMATION (SECTION 217 (1) (E))

As the Company is a trading Company and was during the year not engaged in the commercial business activities, the information required to be disclosed as per the provisions of Section 217 (1) (E) of the Company Act L 1956 and the Companies (Disclosure of particulars in the Report of Board of Directors ) Rules 1988 are not given herewith..

APPRECIATION

Your directors take this opportunity to acknowledge the trust reposed in your Company by its Shareholders, Bankers and Clients. Your Directors also keenly appreciate the dedication & Committee of all our employees, without which the continuing progress of the Company would not have been possible.

Date: 28th August , 2011 By Order Of The Board Of Directors

Place: Ahmedabad

Sd/-

Aushim Khetarpal

Chairman and Director