To the Members of Cinemax India Limited
 
 The Directors are pleased to present the Ninth Annual Report, to the
 members, on the business and operations of your Company together with
 Audited Accounts for the financial year ended 31st March 2011.
 
 I.  FINANCIAL OVERVIEW
 
 The financial results for the year ended March 31, 2011 are as follows:
 
                                                      (Rs. in Lacs)
 
 For the year ended 31st March                   2011            2010
 
 Gross Income                                15952.36        14256.39
 
 Profit before Interest,
 Depreciation and Tax                         2539.39         2774.13
 
 Interests Financial Charges                  1107.89          789.78
 
 Depreciation/Amortisation                    1736.34         1480.26
 
 Profit before Tax and after
 extra ordinary items                         (304.84)         504.09
 
 Provision for Tax (including
 Deferred & Fringe Benefit Tax)               (150.64)        (529.16)
 
 Profit after Tax                             (154.20)         602.94
 
 Profit brought forward from
 previous year                                1713.86         1518.81
 
 Amount available for
 Appropriation                                1559.66         2121.75
 
 Appropriation:
 
 Capitalisation of Reserves                         -           15.08
 
 Proposed Dividend on
 Preference Shares                               0.85            0.85
 
 Proposed dividend on
 Equity Shares                                      -          336.00
 
 Tax on dividend                                 0.14           55.96
 
 Surplus carried to
 Balance Sheet                                1558.67         1713.86
 
 REVIEW OF FINANCIALS
 
 During the year under review, the Gross Income increased from
 Rs.14256.39 Lacs to Rs.15952.36 Lacs.
 
 The Profit before Interest, Depreciation and Tax (PBIDT) during the
 year is Rs.2539.39 Lacs.
 
 Profit after tax for the year under review stood at Rs.  (154.20) Lacs.
 
 II.  DIVIDEND
 
 Your Directors have pleasure in recommending a dividend on preference
 shares @5% for the financial year 2010-11.
 
 In the absence of distributable profits in the year and with a view to
 conserve the resources for the future operations, your Directors have
 thought it prudent not to recommend dividend on equity shares for the
 financial year2010-2011.
 
 The preference dividend, if approved at the ensuing Annual General
 Meeting, will involve cash outflow of Rs 0.99 Lacs including dividend
 distribution tax.
 
 III.  SUBSIDIARIES
 
 Your Company has five subsidiaries, namely, Cinemax Motion Pictures
 Limited, Vista Entertainment Private Limited, Growel Entertainment
 Private Limited, Nikmo Entertainment Private Limited (Formerly known as
 Nikmo Finance Private Limited) and Odeon Shrine Multiplex Private
 Limited. Nikmo Entertainment Private Limited is a subsidiary of Growel
 Entertainment Private Limited.
 
 The statement pursuant to section 212 of the Companies Act, 1956
 containing details of the Company''s subsidiaries is attached
 
 The Ministry of Corporate Affairs vide its Notification No.  2/2011
 dated 8th February, 2011 has granted general exemption to companies from
 Section 212 (8) of the Companies Act, 1956, subject to fulfillment of
 certain conditions as specified in the notification.
 
 As directed by the Ministry of Corporate Affairs in its above said
 notification granting general exemption to companies from Section 212
 (8) We have disclosed the summary of financial information of each
 subsidiary regarding Share Capital, Reserves and Surplus, Total Assets,
 Total Liabilities, our holding in the subsidiary, Sales and other
 income, profit before taxation, provision for taxation, profit after
 taxation and proposed dividend have been separately furnished forming
 part of this Annual Report.
 
 The Consolidated Financial Statements of the Company and its
 subsidiaries are prepared in accordance with relevant Accounting
 Standards issued by The Institute of Chartered Accountants of India,
 forms part of this Annual Report.
 
 The Company will make available the annual accounts of the subsidiary
 companies and the related detailed information upon request by any
 member of the Company. These documents/details will also be available
 for inspection by any member of the Company at its registered office
 during business hours in working days till the date of the Annual
 General Meeting.
 
 IV HUMAN CAPITAL
 
 Your Company recognises that Human Capital is its principal asset and
 values it highly. Human capital has been one of the key pillars of the
 Company''s success.  The Company has been able to attract, grow and
 retain some of the best talent in the industry. Your Company is
 professionally managed with key management personnel having relatively
 long tenure with the Company. The Company encourages and facilitates
 long term career through carefully designed management development and
 performance management systems.
 
 V.  INFORMATION TECHNOLOGY
 
 The existing system will be able to cater to your Company''s future
 growth at reasonable incremental costs. The modular nature of the
 system supports efficiency in operations coupled with strong systems
 and operational controls. The system is robust to cater to efficient
 customer service and support marketing initiatives.
 
 VI.  COMMUNICATION AND PUBLIC RELATIONS
 
 Your Company has, on a continuous basis, endeavored to increase
 awareness among its Shareholders and in the market place about the
 Company''s strategy, new developments and financial performance.
 Financial results, important developments and achievements are
 regularly released to the press, media and uploaded on our website.
 
 Parallely, internal communication and brand building within the
 organization is being given further impetus.
 
 VII.  MANAGEMENT DISCUSSION AND ANALYSIS
 
 The Management Discussion and Analysis Report covering a wide range of
 issues relating to Performance, out look etc, is annexed as Annexure-
 Ato this report.
 
 VIM. CORPORATE GOVERNANCE
 
 The Company is committed to maintain the highest standards of the
 Corporate Governance. The detailed report on Corporate Governance as
 stipulated under Clause 49 of the Listing Agreement forms Annexure-B to
 this report.
 
 The Statutory Auditors of your Company have examined the Company''s
 compliance and have certified the same as required under the listing
 agreement. The certificate is reproduced as Annexure-C to this report.
 
 IX.  CHAIRMAN AND CHIEF FINANCIAL OFFICER CERTIFICATION
 
 Chairman and Chief Financial Officer Certification as required under
 clause 49 of the Listing Agreement, and Chairman Declaration about code
 of conduct are furnished in Annexure-D to this report.
 
 X.  AUDIT QUALIFICATION
 
 The Auditor''s Report for the year ended 31st March 2011 draw attention
 to note 4(n) under schedule 18 to the Financial Statement relating to
 managerial remuneration paid in excess of the limits laid down under
 Schedule
 
 XIII of the Companies Act,1956.
 
 The application for approving excess remuneration is pending for the
 approval of Central Government. The Company is hopeful of getting it at
 earliest.
 
 XI.  AUDITORS
 
 M/s. Walker Chandiok & Co., Chartered Accountants, the Statutory
 Auditors of your Company, hold office till the conclusion of the
 ensuing Annual General Meeting and are eligible for appointment.
 
 The Company has received letters from Statutory Auditors to the effect
 that their appointment, if made, would be within the prescribed limits
 under Section 224(1 B) of the Companies Act, 1956 and that they are not
 disqualified for such appointment within the meaning
 ofSection226ofthesaidAct.
 
 XII.  STATUTORY INFORMATION
 
 A) Employees Particulars
 
 In terms of the provisions of Section 217(2A)of the Companies Act, 1956,
 read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of the employees are set out
 in the annexure to the Directors'' Report. Having regards to the
 provision of Section 219(1)(b)(iv) of the said Act, the Annual Report
 excluding the aforesaid information is being sent to all the members of
 the Company and others entitled thereto. Any member interested in
 obtaining such particulars may write to the Company Secretary at the
 registered office of the Company.
 
 B) Fixed Deposits
 
 Your Company has not accepted any fixed deposits from the public and,
 as such, no amount of principal or interest was outstanding as on the
 balance sheet date.
 
 C) Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo
 
 Information required to be provided under Section 217(1)(e)of the
 Companies Act, 1956 read with the Companies (Disclosures of Particulars
 in the report of the Board of Directors) Rules,1988 in relation to
 Conservation of Energy Technology Absorption and Research and
 Development are currently not applicable to the Company.
 
 The Company has made foreign exchange outgo towards traveling and
 marketing amounting to Rs.  3.81 Lacs and import of Capital Goods
 amounting to Rs. 139.36 Lacs (Corresponding figures for previous year
 are Rs. 6.75 Lacs and Rs.38.23 Lacs respectively).
 
 XIII.  DIRECTORS
 
 Mr. Girish Dave, Director of your Company is liable to retire by
 rotation and being eligible, offers himself for reappointment at the
 ensuing Annual General Meeting.  The Company has received a notice in
 writing from a member under Section 257 of the Companies Act, 1956
 proposing the appointment of Mr. Girish Dave as Director, subject to
 retirement by rotation.
 
 Mr. Sanjay Sanghavi was appointed as a Non- Executive Additional
 Director of the Company with effect from 28* July, 2010. Immediately
 after his appointment, Eighth Annual General Meeting of the Company was
 held and accordingly, in pursuance to Section 260, he retired at the
 said Annual General Meeting. He was again appointed as an Additional
 Non-Executive Director of the Company. He holds office up to the date
 of the forthcoming Annual General Meeting pursuant to Section 260 of
 the Companies Act, 1956 The Company has received a notice in writing
 from a member under Section 257 of the Companies Act, 1956 proposing
 the appointment of Mr. Sanjay Sanghavi as Director, subject to
 retirement by rotation.
 
 Mr. Utpal Sheth was appointed as an Additional Independent Director of
 the Company with effect from 28* July, 2010. Immediately after his
 appointment, Eighth Annual General Meeting of the Company was held and
 accordingly, in pursuance to Section 260, he retired at the said Annual
 General Meeting. He was again appointed as an Additional Independent
 Director of the Company. He holds office up to the date of the
 forthcoming Annual General Meeting pursuant to Section 260 of the
 Companies Act, 1956 The Company has received a notice in writing from a
 member under Section 257 of the Companies Act, 1956 proposing the
 appointment of Mr. Utpal Sheth as Director, subject to retirement by
 rotation.
 
 XIV.  IMPLEMENTATION OF CIRCULAR ISSUED BY MINISTRY OF CORPORATE
 AFFAIRS ON GREEN INITIATIVE ON CORPORATE GOVERNANCE
 
 The Company has implemented the Green Initiative as per Circular No.
 17/2011 dated April, 2011 and Circular No. 18/2011 dated April 29, 2011
 issued by the Ministry of Corporate Affairs to enable electronic
 delivery of notices / documents and annual reports to shareholders
 giving consent for the same.
 
 XV DIRECTORS RESPONSIBILITYSTATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956 you''re
 Directors, based on the information and documents made available to
 them, confirm that:
 
 i) In the preparation of annual accounts for year ending 31st March
 2011, the applicable accounting standards have been followed. There are
 no material departures in the adoption and application of the
 accounting standards.
 
 ii) They 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
 your Company at the end of the financial year and of the profit of your
 Company for that period!
 
 iii) They have taken proper and sufficient care to the best of their
 knowledge and ability for the maintenance of adequate accounting
 records in accordance with the provisions of the Companies Act, 1956
 for safeguarding the assets of your Company and for preventing and
 detecting fraud and other irregularities;
 
 iv) They have prepared the annual accounts on a going concern basis.
 
 ACKNOWLEDGEMENTS
 
 Your Board takes this opportunity to thank the patrons, vendors,
 business partners, shareholders and bankers for the faith reposed in
 the Company and also thank the Government of India, various regulatory
 authorities and agencies for their support and looks forward to their
 continued encouragement.  Your Directors are deeply touched by the
 efforts, sincerity and loyalty displayed by the employees without whom
 the growth was unattainable. You Directors wish to thank the investors
 and shareholders for placing immense faith in them and the plans
 designed for growth of your Company. Your Directors seek and look
 forward to the same support during the future years of growth and hope
 that they can continue to satisfy you in the years to come.
 
                                        For and on behalf
 
                                        of the Board of Directors
 
 Place: Mumbai                          Rasesh B. Kanakia
 
 Date: 28th May, 2011                   Chairman