To the Members of Inox Leisure Limited
 
 The Directors take pleasure in presenting to you the Twelfth Report on
 the business and operations of the Company together with the Audited
 Accounts for the year ended 31st March, 2011.
  
 1.  FINANCIAL RESULTS: (Rs. In Lacs)
 
 particulars                      for the year ended  for the year ended
                                    31st March, 2011    31st March, 2010
 
 income
 
 Sales and other Income                     34236.76            25611.31
 
 Profit before Interest, Depreciation 
 and Tax (PBIDT)                             4324.80            3883.86
 
 Less: Depreciation                          1883.07            1542.45
 
 Profit before Interest and Tax (PBIT)       2441.73            2341.41
 
 Less: Interest                              1520.53             529.97
 
 Profit before Tax (PBT)                      921.20            1811.44 
 
 Less : Provision for Taxation
 
 - For the year                               218.38             363.69
 
 - Earlier Years                                7.03           (1158.01) 
 
 Profit after Tax (PAT)                       695.79            2605.77
 
 Add: Profit brought forward from 
 previous year                               6183.59            3577.82
 
 Balance carried to Balance Sheet            6879.38            6183.59
 
 During the year under review, the Company achieved Sales and other
 Income of Rs. 34236.76 lacs, showing a growth of 33.68% compared to the
 previous year. The PBIDT increased by 11.35% to Rs. 4324.80 lacs. The
 profit before tax was lower by 49.15 % to Rs. 921.20 Lacs. The profit
 after tax decreased by 73.30 % to Rs. 695.79 Lacs compared to Rs.
 2605.77 Lacs in 2009-10.
 
 As on 31st March 2010, Company had 32 Multiplex Cinema Theatres with
 119 screens and seating capacity of 33,656 Seats. During the year ended
 31st March 2011, 6 Multiplex Cinema Theatres with 25 screens and
 seating capacity of 6,484 was added taking the tally of Multiplex
 Cinema Theatres to 38 with 144 screens and 40,140 seats as of 31st
 March, 2011.
 
 2.  DIVIDEND:
 
 With a view to conserve the resources for ongoing and future projects
 being implemented by the Company, your Directors do not recommend any
 Dividend for the financial year ended 31st March 2011.
 
 3.  APPROVAL OF PAYMENT OF EXCESS REMUNERATION TO MR. ALOK TANDON AND
 REAPPOINTMENT OF MR. ALOK TANDON AS A MANAGER:
 
 Mr. Alok Tandon was re-appointed as the Manager for the period from 1st
 October 2010 to 30th September 2011 at the last Annual General Meeting
 with remuneration not exceeding Rs. 75 lacs per annum, to be decided by
 the Board. At the time of re-appointment, this remuneration was within
 the limits of Section 198 and 387 read with Schedule XIII to the
 Companies Act, 1956. In accordance with the said resolution, he has
 been paid managerial remuneration of Rs. 70.57 lacs during the
 financial year 2010-2011. In view of inadequacy of profits, this
 remuneration is in excess by Rs 20.03 Lacs of the limits prescribed
 under the Companies Act, 1956 as referred in Note 13 of Notes to
 Accounts. The Company is making necessary application to Central
 Government after obtaining your approval by way of Special Resolution
 as mentioned in the Notice of Annual General Meeting.
 
 The Compensation & Remuneration Committee and the Board of Directors of
 the Company at its respective meetings held on 26th May 2011 have
 decided to re-appoint Mr. Alok Tandon as a Manager, subject to the
 approval of the Members and the Central Government, for a period of
 Eighteen Months from 1st October 2011 to 31st March 2013 at a
 remuneration not exceeding Rs. 90 Lacs per annum according to the
 provisions of Schedule XIII of the Companies Act, 1956.
 
 4.  ACQUISITION OF FAME INDIA LIMITED:
 
 The Company had acquired 1,75,65,288 Equity Shares of Fame India
 Limited (Fame) during the previous Financial Year ended 31st March
 2010. As required under Securities and Exchange Board of India
 (Substantial Acquisition of Shares and Takeovers) Regulations, 1997,
 your Company made an open offer to the Shareholders of Fame which was
 open for a period from 16th December 2010 to 4th January 2011. The
 Company acquired further 1,075 Equity Shares of Fame India Limited in
 the Open Offer. Subsequent to the completion of the open offer
 formalities on 6th January 2011, your Company holds 1,75,66,363 Equity
 Shares of Fame representing 50.27% of the issued and paid-up capital of
 Fame. Consequently, Fame India Limited and its subsidiaries viz. Fame
 Motion Pictures Limited (formerly known as Shringar Films Limited) and
 Big Pictures Hospitality Services Private Limited have become
 subsidiaries of your Company with effect from 6th January 2011.
 
 5.  DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 As required under section 217(2AA) of the Companies Act, 1956, your
 Directors would like to confirm that:
 
 a.  In the preparation of the Annual Accounts, the applicable
 Accounting Standards have been followed.
 
 b.  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.
 
 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 on a going concern
 basis.
 
 6.  DIRECTORS:
 
 Mr. Pavan Jain and Mr. Vivek Jain, Directors of the Company retire by
 rotation at the ensuing Annual General Meeting and being eligible,
 offer themselves for reappointment.
 
 Pursuant to the Provisions of Section 260 of the Companies Act, 1956
 and Article 141 of the Articles of Association of the Company, Mr. Amit
 Jatia was appointed as an Additional Director of the Company with
 effect from 26th May, 2011. He shall hold office upto the date of
 ensuing Annual General Meeting. The Company has received a Notice in
 writing from a Member proposing the candidature of Mr. Amit Jatia for
 the office of Director liable to retire by rotation.
 
 In accordance with stipulation under Clause 49 of the Listing
 Agreement, brief resume of Mr. Pavan Jain, Mr. Vivek Jain and Mr. Amit
 Jatia together with nature of their expertise in specific functional
 areas and names of the Companies in which they hold office of a
 Director are given in the Notice convening the Annual General Meeting.
 
 Mr. Vimal Mittal, Independent Director of the Company passed away in
 May, 2011 following ill health. Your Directors deeply mourn the sad
 demises of Mr. Vimal Mittal and offers condolences to his family. Your
 Directors also place on record their deep sense of appreciation for his
 exceptional role in advising and guiding the Company.
 
 7.  AUDITORS'' REPORT:
 
 There are no reservations, qualifications or adverse remarks in the
 Auditor''s Report. The notes forming part of the accounts are self
 explanatory and do not call for any further clarifications under
 Section 217(3) of the Companies Act, 1956.
 
 8.  AUDITORS:
 
 The Audit Committee of the Board of Directors of the Company has
 recommended the re-appointment of M/s Patankar & Associates (Firm
 Registration No. 107628W), who retire at the conclusion of the ensuing
 Annual General Meeting and being eligible, offer themselves for
 re-appointment. A certificate has been received from them that their
 appointment, if made, will be in accordance with the limit specified in
 Section 224 (1B) of the Companies Act, 1956.
 
 9.  PERSONNEL:
 
 We continue to have cordial and harmonious relationship with our
 employees.
 
 In accordance with the provisions of Section 217(2A) of the Companies
 Act, 1956 and the rules framed there under, the names and other
 particulars of employees are set out in the Annexure to the Directors''
 Report. In terms of the provisions of Section 219 (1) (b) (iv) of the
 Companies Act, 1956, the Directors'' Report is being sent to all the
 Members of the Company excluding the aforesaid annexure. the annexure
 is available for inspection at the registered office of the company.
 any Member interested in obtaining a copy of the said annexure may
 write to the company secretary at the registered office of the company.
 
 10.  EMPLOYEE STOCK OPTION SCHEME:
 
 During the year under review no options were granted to Employees of
 Company. 47,723 Equity Shares of Rs. 10 each were allotted to the
 employees of the Company pursuant to the options vested in them as per
 the Employee Stock Option Scheme. The disclosures as required under the
 Guidelines issued by Securities Exchange Board of India on Employee
 Stock Option Scheme / Employee Stock Purchase Scheme are given in
 Annexure – A.
 
 11.  CORPORATE GOVERNANCE:
 
 The Company has complied with the mandatory provisions of Corporate
 Governance as prescribed in Clause 49 of the Listing Agreement with the
 Stock Exchanges. A separate report on Corporate Governance and
 Auditors'' Report thereon are included as a part of the Annual Report.
 
 12.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNING AND OUTFLOW:
 
 Your Company has taken the following energy conservation measures:
 
  Power factor is being maintained with the use of capacitor banks and
 Auto power factor correction meter. These banks are used to neutralize
 the inductive current by providing capacitive current. As a result, a
 power factor improves and the Company gets rebate as may be applicable
 on energy bills from Electricity Distribution Companies. The overall
 current consumption from the equipment also reduces which leads to
 increase life cycle of the equipments like Motors and heaters.
 
 Timers are being used to optimize the operational hours of lighting
 and other load within the premises. We have started energy conservation
 meeting for all the units so as to create awareness about the energy
 conservation. The units like Vijayawada, Lucknow, Hyderabad, Thane,
 Malleshwaram (Bangalore), Rajarhat, Central Mall (Indore) have provided
 Timers for common area lightings and Signage. Digital Timers are also
 used for the AHU which can precisely control the operation hours of AHU
 according to the schedule of Movies. Same is being standardized for all
 upcoming properties.
 
 Successfully installed Variable Frequency Drive (VFD) for Audi AHU
 motors in Multiplex Cinema theatres situated at Kanpur, Bangalore JP
 nagar, Thane, Vizag beach road, Vizag CMR, ‘Rajapark, Bangalore mantri
 Mall, Lucknow and Vaibhav at Jaipur, which helps us to control the
 speed of Aircon motor as per the temperature and the occupancy. It
 helps to optimize energy consumption for Air conditioning system.
 
 The operation timing of HVAC system and temperature is controlled
 with the help of Building Management System software (BMS) at some of
 the units of the Company.
 
 All operational units have implemented Planned Preventive Maintenance
 (PPM) program where the schedule for all the engineering and projection
 equipments are chalked out in advance with the PPM chart. A benefit of
 the PPM program is to improve the efficiency of the machines and
 minimizing breakdowns. As a part of PPM program the air conditioning
 system was overhauled and chemical dosing was used to recover the loss
 of ageing and reduced capacity.  As a result, the electrical current
 required for getting the desired result has reduced.
 
 All the new fittings are with CFL or energy a saver, which uses less
 electrical power as compared to incandescent lamps. Replaced 50 watt
 Halogen lamps with 3 watt/ 9watt Led lamps in Milan, Bangalore 1,
 Chennai, Jaipur C P, Nagpur and Nariman Point property.
 
 Introduced movement sensor in toilets and back office area. This
 sensor functions upon the physical movement which helps to reduce
 electrical energy. This is being standardize for all upcoming
 properties.
 
 Auto Voltage Regulator (AVR) is installed at Pune which is
 maintaining constant Voltage in the said unit irrespective of any
 voltage fluctuation form electricity board. In effect the rate of
 failure of bulbs, tubes and other components has been reduced
 considerably.
 
 Emphasizing on CFL and LED lamps in existing units and upcoming
 project.
 
 Installed digital projectors at Bharuch, Vijayawada, Jaipur Crystal
 palm, Milan. This consumes 20% less amount of energy compared with
 conventional projection system. Upcoming properties are equipped with
 80% digital projection system.
 
 Pune and Chennai properties converted into 100% digitalized format
 which will result in saving of approx 20% energy utilized earlier.
 
 LED based outdoor signage has been installed at Multiplex Cinema
 Theatre situated at Santacruz (Mumbai), Chennai, Vizag Beach road,
 Rajarhat (West Bengal) & Malleshwaram (Bangalore). LED façade signage
 has been added at Multiplex Cinema Theater at Korum Mall- Thane, JP
 Nagar - Bangalore, Belgaon and Kanpur.
 
 Electric MD reduced from 900KVA to 750 KVA at Baroda, from 500KVA to
 250KVA at Raipur from 250KVA to 200 KVA at Bharuch.
 
 Multiplex Cinema Theatre situated at Nariman Point, Pune, Hyderabad
 and upcoming properties are equipped with Digital Projection
 Technologies which has resulted into electricity saving.
 
 Partial use of eco friendly source of electricity generated through
 wind mill for Multiplex Cinema Theatre situated at Pune, Vadodara,
 Bharuch.
 
 Partial use of eco friendly source of electricity generated through
 Mini hydro power plant for Multiplex Cinema Theatre situated at
 Vijayawada.
 
 Your Company continues to use the latest technology for giving high
 quality viewing experience to the patrons.
 
 the foreign exchange earning and outflow is as follows: 
                                                         (Rs. in Lacs)
 
                                         current year    previous year
 
 (a) Foreign exchange earnings                    Nil              Nil
 
 (b) Foreign exchange outflow
 
 CIF value of Capital Goods imported               -            250.42
 
 Travelling                                      7.45            10.81
 
 total                                           7.45           261.23
 
 13. SUBSIDIARY:
 
 The Company''s subsidiary Fame India Limited has two Subsidiaries viz.
 Fame Motion Pictures Limited (formerly known as Shringar Films Limited)
 and Big Pictures Hospitality Services Private Limited. Fame India
 Limited is mainly engaged in the film exhibition business whereas Fame
 Motion Pictures Limited is mainly engaged in distribution of films and
 Big Pictures Hospitality Services Private Limited is mainly engaged in
 the food court business.
 
 The Ministry of Corporate Affairs, New Delhi has issued a General
 Circular No: 2 /2011 dated 8th February, 2011 (said Circular) granting
 general exemption from complying with the provisions of Section 212 and
 the General Exemption is
 
 subject to certain conditions which inter alia requires the Board of
 Directors of the Company to give consent, by passing a Board
 Resolution, for not attaching the Balance Sheet of the subsidiary/ies
 concerned. Accordingly, your Directors have passed necessary Board
 Resolution to avail the above general exemption. The Consolidated
 Financial Statements of holding company and all the subsidiaries,
 prepared in strict compliance with applicable accounting standards and
 Listing Agreement as prescribed by the Securities and Exchange Board of
 India (SEBI) and duly audited by Statutory Auditors of the Company have
 been presented in the Annual Report along with the prescribed Financial
 Information in respect of the subsidiary companies. The Company will
 make available the Annual Accounts of the subsidiary companies and the
 related detailed information to the Members of the Company as well as
 Members of subsidiary companies who may be interested in obtaining the
 same at any point of time. The Annual Accounts of the subsidiary
 companies will also be kept open for inspection at the Registered
 Office of the Company as well as that of the respective subsidiary
 companies. Hard copy of details of accounts of subsidiaries shall be
 made available to the Members on demand;
 
 14. ACKNOWLEDGEMENT:
 
 Your Directors place on record their deep sense of appreciation for the
 dedicated services rendered by the employees at all levels, enabling
 the Company to achieve satisfactory performance during the year under
 review.
 
 Your Directors express their gratitude for the valuable co-operation
 and continued support extended by the Company''s bankers, business
 associates and investors.
 
                                     on behalf of the Board of directors
 
 place : Mumbai                         pavan Jain            Vivek Jain
 date : 26th May 2011                   director              director