The Directors present the 32nd Annual Report on the business of the Company and the audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2014.

FINANCIAL RESULTS & WORKING OF THE COMPANY (Rs. in Lakhs)

Particular                                      Year Ended

                                   31st March, 2014   31st March, 2013

Profit/(Loss)Before Tax                 (32.32)          (38.68)

1. Current tax                            NIL              NIL

2. Short Provision of Tax                 NIL              NIL

3. Deferred Tax                          (9.99)           (11.95)

Profit/(Loss) After Tax                  (22.33)          (26.73)

Balance carried to Balance Sheet         (590.44)        (568.11)

DIVIDEND

No dividend is declared in the absence of profit.

OPERATIONS

Your Company is a media Company, at present we are promoting our "Arihant" TV Channel also we have got license of Teleport from Ministry of Corporate Affairs and we are making efforts to setup Teleport.

DIRECTORS

In accordance with the provisions of Section 255 of the Companies Act, 1956, Shri Prabhat Jain, Director, retires by rotation and being eligible, offer himself for re- appointment at the ensuing Annual General Meeting. The Board recommends his re- appointment for consideration of the shareholders.

During the year Board have appointed Shri Kishan Vir Sharma as Additional director of the Company on 24/01/2014 and now Board proposed for his regularization as director of the Company from the Shareholders of the Company. Further on 14/06/2014 he was appointed as Chairman & Managing Director (CMD) of the Company, the Board again recommends his confirmation as Chairman & Managing Director (CMD) from the Shareholders.

On 24/01/2014 the Board has appointed Shri Siddhartha Ananta Bhargava as Additional Director of the Company and now Board proposed for his regularization as director of the Company from the Shareholders of the Company.

DIRECTORS' RESPONSIBILITY STA TEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, in respect of Directors' Responsibility Statement, it is hereby Confirmed that:

a) In the preparation of the annual accounts, for the financial period ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 period and of the profit or loss of the Company for the above period under review.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on 'going concern' basis.

LISTING OF SHARES

The Equity Shares of the Company (except the preferential allotment of shares) are listed on Bombay Stock Exchange Limited (BSE), and legal proceedings are continued to get listing of preferential allotment. The Company has paid the Annual Listing Fee for the Year 2013-2014.

The Company has sorted out previous irregularities and now the Company is in the process to restoring trading of the shares with BSE.

FIXED DEPOSIT

During this Financial year and also in past Company has never accepted any fixed

deposit from the public.

AUDITORS

M/s K.U. Kothari & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and, being eligible, offers themselves for re-appo\r\tmer\t as Statutory Auditors of the Company. Vour Directors recommend their appointment.

AUDITORS' REPORT

Comments made by the Statutory Auditors in the Auditors' Report are self-explanatory and do not require any further clarification.

SECRETARIAL COMPLIANCE CERTIFICATE

In terms of the provisions of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 and Notification issued by the Ministry of Corporate Affairs, the Company is not required to take Compliance Certificate under Section 383A of the Companies Act, 1956.

COMPANY SECRETARY & COMPLIANCE OFFICER

As per the provisions of Section 383A of the Companies Act, 1956 and Clause 47(a) of the Listing Agreement, Mr. Raj Mani Tiwari is the Company Secretary & Compliance Officer of the Company.

PARTICULARS OF EMPLOYEES

During the financial year ended on 31st March 2014, the Company did not have any employee whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

A. Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.

B. The Company is taking advantage of the latest development and advancement in the Media Industry. The Company is using latest technology which is well established in the Country and no foreign technology / know-how was purchased during the year. The Company has not incurred any R & D expenditure during the year.

C. There was no export activity in the Company during the period under review. The Company is not planning any export in the near future as well.

D. Foreign Exchange Earnings : Rs. NIL Foreign Exchange Outgo : Rs. NIL

CORPORATE GOVERNANCE

As per the provisions of Clause 49 of the Listing Agreement with the Bombay Stock Exchange, the Company has implemented the Code on Corporate Governance. The Corporate Governance Compliance Certificate obtained from the M/s Saurabh Srivastava & Associates, Practicing Company Secretaries is attached to this report.

ACKNOWLEDGEMENTS

Your Directors acknowledge the support and thank to the Shareholders, Investors, Bankers and Government Departments for their continued support. Your Directors are also thankful to the clients for their continued faith and support reposed in them. Last but not the least, your directors' places on record their sense of appreciation for the valuable contribution made by the employees of the Company.

Santosh Kumar Jain                               Hiren Harshad Doshi
Director                                               Director