Dear Members,
 
 The Directors take pleasure in presenting the Seventeenth Annual
 Report together with the audited statement of accounts of the Company
 for the year ended March 31, 2011.
 
 Financial results
 
                                                       (Rs. in Lacs)
 
 Particulars                      2010-11                2009-10
 
 Income from operations         15,194.14              15,282.41
 
 Total expenditure              16,162.93              15,340.87
 
 Operating profit /(loss)         (968.79)                (58.46)
 
 Interest                            -                      -
 
 Depreciation                    1,117.82               1,033.43 
 
 Operating profit /(loss)after 
 interest and
 
 depreciation                   (2,086.61)             (1,091.89)
 
 Other income                    1,654.62               3,317.16
 
 Profit before tax                (431.99)              2,225.27
 
 Provision for taxation             91.61                 706.18
 
 Net profit after tax             (340.38)              1,519.09
 
 Balance brought forward from 
 previous year                  19,427.53              18,290.55
 
 
 Appropriations
 
 Disposable profits             19,087.15              19,809.64
 
 Proposed dividend                 130.42                 195.63
 
 Corporate dividend tax             21.66                  33.26
 
 Transfer to general reserve          -                   153.22
 
 Balance carried to Balance 
 Sheet                          18,935.07              19,427.53
 
 RESULTS OF OPERATIONS
 
 For the year ended March 31, 2011, the Company earned total revenue of
 Rs. 16,848.76 Lacs, a decrease of 9.41% over the previous year''s Rs.
 18,599.57 Lacs.  As per the consolidated accounts, the total revenues
 have increased by 9.70% from Rs. 19,190.54 Lacs to Rs. 21,052.27 Lacs in
 the year under review. The Company incurred net loss of Rs. 340.38 Lacs
 during the year under review as compared to a net profit of Rs. 1,519.09
 Lacs in the previous year.
 
 A detailed discussion on the business performance is presented in the
 Management Discussion and Analysis section of the Annual Report.
 
 APPROPRIATION
 
 Dividend
 
 In accordance with the provisions of Companies (Declaration of Dividend
 out of Reserves) Rules, 1975, the Directors recommend a final dividend
 of Rs. 0.20 per share (10 per cent on a par value of Rs. 2 per share) for
 the approval of the members. The final dividend, if declared as above,
 would involve an outflow of Rs. 130.42 Lacs towards the dividend
 (previous year Rs. 195.63 Lacs) and Rs. 21.66 Lacs towards dividend tax
 (previous year Rs. 33.26 Lacs), resulting in a total outflow of Rs. 152.08
 Lacs.
 
 Transfer to Reserves
 
 Since the Company has incurred losses during the year, no amount has
 been transferred to the General Reserve.  Dividend has been declared
 out of the accumulated profits available for distribution. Post
 proposed dividend, an amount of Rs. 18,935.07 Lacs has been retained in
 the Profit and Loss Account.
 
 Subsidiary
 
 The Company has one wholly owned subsidiary i.e. Balaji Motion Pictures
 Limited (BMPL), incorporated in March 2007, to handle the filmed
 entertainment business.
 
 The year has been an eventful one for BMPL. The box office blockbuster,
 ''Once Upon A Time in Mumbai'', emerged as one of the most celebrated
 films of the year, bagging multiple awards in various categories.
 
 Subsequent to the financial year end, ''Short in the City'', the most
 acclaimed film of the season, and ''Raging MMS'', an unconventional
 paranormal thriller, were both released successfully, and established
 the company''s Alt brand, which stands for new-age commercial cinema
 with alternate sensibilities.
 
 In April 2011, BMPL forayed into regional cinema with its maiden
 Marathi co- production, ''Taryanche Bait'', which received an
 overwhelming response from the media and audiences alike, and set new
 precedents at the box office.
 
 BMPL is currently filming its forthcoming multi-starrer, ''The Dirty
 Picture'', which is due for a release later this year.
 
 A number of other projects are under active discussion. The Company
 expects to release as many as five films in 2012-2013, compared to four
 in 2011-2012 and two in 2010-2011.
 
 BMPL achieved a turnover of Rs. 4204.71 Lacs as against Rs. 592.17 Lacs
 during the previous fiscal. In the current financial year, BMPL has
 reported profit of Rs. 288.86 Lacs against a loss of Rs. 889.90 Lacs for
 the previous fiscal.
 
 Directors
 
 Mr. Ashutosh Khanna and Mr. Tusshar Kapoor were appointed as Additional
 (Non-Executive) Directors of the Company with effect from August 27,
 2010. As per the provisions of section 260 of the Companies Act, 1956,
 they will hold office upto the date of the ensuing Annual General
 Meeting of the Company.
 
 The Company has received notices under section 257 of the Companies
 Act, 1956, together with requisite deposit proposing appointment of Mr.
 Ashutosh Khanna and Mr. Tusshar Kapoor as Directors of the Company.
 
 Mr. Akshay Chudasama and Mr. Pradeep Sarda retire by rotation at the
 ensuing Annual General Meeting. Mr. Akshay Chudasama and Mr. Pradeep
 Sarda being eligible, offer themselves for re- appointment.
 
 The brief resume/details relating to the Directors who are to be
 appointed/re- appointed are furnished alongwith the notice convening
 the Annual General Meeting.
 
 MANAGEMENT
 
 Mr. Manuj Agarwal was appointed as Chief Executive Officer -
 Television, effective July 30, 2010. Mr. Uday Sodhi, Chief Executive
 Officer – New Media, resigned effective September 18, 2010 and Mr.
 Punyashlok Bhakta was appointed as Chief Executive Officer – New Media,
 effective April 4, 2011.
 
 AUDITORS
 
 
 M/s. Deloitte Haskins and Sells, Chartered Accountants, Mumbai and M/s.
 Snehal & Associates, Chartered Accountants, Mumbai, the Joint Auditors
 of the Company retire at the ensuing Annual General Meeting and being
 eligible, offer themselves for re-appointment. They have also confirmed
 their eligibility and willingness for re-appointment if made the Joint
 Auditors of the Company and confirmed that, if appointed as auditors
 for the year 2011–12, their appointment will be within the limits
 prescribed under Section 224(1B) of the Companies Act, 1956.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In compliance with the Accounting Standard 21 on Consolidated Financial
 Statements, this Annual Report also includes Consolidated Financial
 Statements for the financial year 2010-11.
 
 PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956
 
 As per Section 212 of the Companies Act, 1956, we are required to
 attach certain documents of our subsidiary. We have attached the
 Directors'' Report, Auditor''s Report, Balance Sheet and Profit and Loss
 Account of Balaji Motion Pictures Limited, the wholly owned subsidiary
 of the Company and the statement under section 212 of the holding
 company''s interest in the subsidiary. The Company also presents the
 audited consolidated financial statements in the Annual Report.  We
 believe that the consolidated accounts present a full and fair picture
 of the state of affairs and financial condition, and are accepted
 globally.
 
 AUDITORS REPORT
 
 The observations of Auditors in their report read with the relevant
 notes to accounts in Schedule 15 are self-explanatory and do not
 require further explanation.
 
 CONSERVATION OF ENERGY
 
 Energy conservation measures taken by the Company
 
 Our operations are not energy intensive.  However, significant measures
 are taken to reduce energy consumption by using energy-efficient
 computers and by purchasing energy-efficient equipment.  We purchase
 computers, laptops, air conditioners etc. that meet environmental
 standards, wherever possible, and regularly upgrade old equipment with
 more energy- efficient equipment. Currently, we use CFL fixtures to
 reduce the power consumption in the illumination system.
 
 Additional investments and proposals, if any, being implemented for
 reduction of consumption of energy We regularly conduct a survey of our
 existing infrastructure and assess the need to adopt newer energy
 efficient technologies.
 
 Impact of the measures and consequent impact on the cost of production
 of goods
 
 Energy costs comprise a miniscule part of our total expenditure and the
 financial impact of these measures is not material.
 
 Total energy consumption
 
 Since the Company does not form part of the list of industries
 specified in the schedule, the same is not applicable to the Company.
 
 TECHNOLOGY ABSORPTION
 
 The Company''s research and development initiative mainly consists of
 ideation of new subjects for our content production business, which are
 used in the creation of new storyline and tracks. The expenses incurred
 on such initiatives are not practically quantifiable.
 
 The Company is an integrated player in the entertainment industry and
 our business is such that there is limited scope for new technology
 absorption, adaptation and innovation. However, the Company uses the
 latest technology, wherever possible to deliver better production
 value, as a regular process.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGO
 
 There was no foreign exchange earnings and the outgo is Rs. 55.92 Lacs,
 as given in Point 15 in Schedule 15 (statement of significant
 accounting policies and notes forming part of accounts) of the
 Financial Statements.
 
 FIXED DEPOSITS
 
 The Company has not accepted any fixed deposits and as such, no amount
 of principal or interest was outstanding as on the balance sheet date.
 
 CORPORATE GOVERNANCE
 
 A separate section on corporate governance and a certificate from
 Auditors of the Company regarding compliance of the conditions of
 corporate governance as stipulated under clause 49 of the listing
 agreement with the stock exchanges forms part of this Annual Report.
 
 Certificate of CEO / CFO, inter alia, confirming the correctness of the
 financial statements, adequacy of the internal measures and reporting
 of matters to the audit committee in terms of the clause 49 of the
 listing agreements with stock exchanges, is also attached as a part of
 this Annual Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217 (2AA) of the Companies
 Act, 1956 and based on the representation received from the operating
 management, the Directors hereby confirm
 
 - That in the preparation of the annual accounts, the applicable
 accounting standards have been followed and no material departures have
 been made from the same;
 
 - Thatthey 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 or loss
 of the Company for that period;
 
 - That they have taken proper and sufficient care for the maintenance
 of adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 - That they have prepared the annual accounts on a going concern basis.
 
 ACKNOWLEDGEMENTS
 
 Your Directors take this opportunity to express their sincere
 appreciation for the excellent support and co-operation extended by the
 shareholders, bankers and other business associates. Your Directors
 further wish to place on record their appreciation of the exemplary
 contribution made by the employees at all levels, who, through their
 competence, hard work, solidarity, cooperation and support enabled the
 Company to achieve consistent growth
 
                                  On behalf of the Board of Directors,
 
                                                     Jeetendra Kapoor 
                                                             Chairman 
 
 May 23, 2011 
 Mumbai