Directors Report of Mediaone Global Entertainment Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting 42nd Directors Report of your Company
together with the Audited Financial Statements and the Auditors'' Report for the Financial
Year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS:

Brief Financial Highlights with comparison of previous financial year are as follows:

(Rs. hi lakhs)

PARTICULARS	2023-24 (Rs.)	2022-23 (Rs.)
Total Income	1982.24	2135.11
Total Expense	1607.76	1755.35
Profit / (Loss) before Taxation	374.47	379.76
Less: Provision for Taxation	-	-
Add/ (Less): Provision for Deferred Taxation	-	-
Less: Income Tax of earlier year	-	-
Net Profit/ (Loss) after Tax:	374.47	379.76

STATE OF AFFAIRS OF THE COMPANY''S AFFAIRS/ CHANGE IN NATURE OF
BUSINESS:

During the year under review, ihe Company earned a Net Profit of Rs. 374.47 Lakhs
against a Net Profit of Rs. 379.76 Lakhs in the previous year.

There are adequate financial controls commensurate with the size of the organization
and with reference to the financial statements; there is no change in the natun'' of
business.

SHARE CAPITAL:

The paid-up Equity Share capital of Company as on March 31, 2024 was Rs. 14,72,00,000.
No additions or alterations were made during the year.

DIVIDEND:

The Board of Directors didn''t declare any dividend for the financial year 2023-2024.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There has been no loan and guarantees given or made by the Company under Section 186
of the Act, 2013 during the financial year 2023-24.

TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to the general reserve of the
company during the financial year 2023-2024.

DEPOSITS FROM PUBLIC:

During the financial year 2023-24, your Company has not accepted any deposit under the
provisions of the Companies Act, 2013 read together with the Companies (Acceptance of
Deposits) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES:

All the Related Parly Transactions entered during the financial year 2023-24 were in the
ordinary course of the business and on arm''s length basis and the same are reported in
the Notes to the Financial Statements. All Related Party Transactions as placed before the
Audit Committee were also placed before the Board for review and approval. A
statement giving details of all related party transactions wore placed before the Audit
Committee and the Board of Directors for their review, approval and noting on a
quarterly basis.

In line with the requirements of the Act and SEB1 Listing Regulations, the Company has
formulated a Policy on Materiality of and dealing with related parly transactions
("RPT Policy"), which is available on the website of the Company.

No Material Related Party Transactions were entered during the year by your Company.
Accordingly, disclosures of Related Parly Transactions as required under Section 134(3)
of the Act, in form AOC-2 is not applicable to the Company.

CORPORATE GOVERNANCE:

Your Company is committed to good corporate governance aligned with the best
corporate practices. A separate Report on Corporate Governance in Annexure-III along
with Auditor''s Certificate on Compliance with the conditions of Corporate Governance
is provided as a part of this Annual Report, besides the Management Discussion and
Analysis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, ("Listing Regulations") is presented in a separate
section forming part of the Annual Report.

BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act,
2013 and SEB1 (LODR) Regulations, 2015 which are placed on the website of the Company
www.mediaoneglo baLin.

i. Code of conduct for Board of Directors

ii. Code of conduct for Senior Management personnel

iii. Policy of Directors'' Appointment and Remuneration

iv. Nomination & Remuneration Policy

v. Policy on Related Party Transactions

vi. Policy on sexual harassment of women at work place (Prevention, Prohibition and
redressal) Act, 2013

vii. Risk Management Policy

viii. Vigil Mechanism Policy

ix. Policy for determining Material Subsidiaries.

RISK MANAGEMENT POLICY:

Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management
policy in place for identification of key risks to its business objectives, impact assessment,
risk analysis, risk evaluation, risk reporting and disclosures, risk mitigation and
monitoring, and integration with strategy and business planning.

The Management identifies and controls risks through a properly defined framework in
terms of the aforesaid policy.

NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed
a policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the company. The policy also lays
down the criteria for selection and appointment of Board Members. The polity and
details of Nomination and Remuneration is available on the website of the Company at
www.mediaoneglobal.in.

In accordance with the Nomination and Remuneration Policy, the Nomination and
Remuneration Committee has, inter alia, the following responsibilities:

1. The Committee had formulated the criteria for determining qualifications, positive
attributes, and independence of a director and is available in the company website
www.mediaoneglobal.in.

2. The Committee shall identify persons who are qualified to become Director and
persons who may be appointed in Key Managerial and Senior Management positions in
accordance with the criteria laid down in this policy''.

3. Recommend to the Board, appointment, and removal of Director, KMP and Senior
Management Personnel.

4. The Board shall carry out evaluations of the performance of every Director, KMP and
Senior Management Personnel at regular intervals (yearly).

5. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP
and Senior Management Personnel will he determined by the Committee and
recommended to the Board for approval. The remuneration/ compensation/ commission
etc. shall be subject to the prior/ post approval of the shareholders of the Company and
Central Government, wherever required.

6. Increments to the existing remuneration/ compensation structure may he
recommended by the Committee to the Board which should be within the slabs approved
by the Shareholders in the case of Managerial Personnel.

7. Where any insurance is taken by the Company on behalf of its Managerial Personnel,
Chief Financial Officer, the Company Secretary, and any other employees for
indemnifying them against any liability, the premium paid on such insurance shall not
he treated as part of the remuneration payable to any such personnel. Provided that if
such person is proved to he guilty, the premium paid on suc h insurance shall he treated
as part of the remuneration.

8. The Non-Executive/ Independent Director has not been paid remuneration by way of
fees for attending meetings of the¹ Board or Committee thereof.

9. Commission to Non-Executive/ Independent Direc tors If proposed may he paid within
the monetary limit approved by shareholders, subject to the limit not exceeding 1 % of the
net profits of the Company computed as per the applicable provisions of the Companies
Act, 2013.

INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints
Committee (“ICC") is in place for all works and offices of the Company to redress
complaints received regarding sexual harassment. The policy on Prohibition Prevention
& Redressal of Sexual Harassment is available on the website of the Company at
www.mediaoneglobal.in.

During the Financial Year under review, no complaints with allegation of sexual
harassment were filed with the ICC.

Internal Complaint Committee Members:

1. Ms. Saraswathy Gopalan

2. Mr. Timothy Alfred Joseph Moses

The Committee met once in the financial year 2023-24. The Company is committed to
provide a safe and conducive work environment to its employees during the financial
year. Your directors state that during the financial year 2023-24, there were no cases filed
pursuant to the Sexual harassment of Women at workplace (Prevention and Redressal)
Act, 2013.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

There are no any Subsidiaries, Associates and Joint Ventures Companies.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY
COMPANY:

None of the directors of the Company are in receipt of any remuneration or commission
from any Holding Company or Subsidiary Company under Section 197 (14) of the
Companies Act, 2013 during the financial year under review.

SIGNIFICANT AND MATERIAL ORDERS/ SHOW CAUSE NOTICE PASSED BY
THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of the Company and its future operations except the
following,

1. The Company received Final judgement dated 16lh June 2022 against the
petition/Application No. E.O.C.C. No. 122/2017 from the court of additional
Chief Metropolitan Magistrate, Chennai.

2. The Company received Final judgement dated 21st June 2022 against the
petition/Application No. E.O.C.C. No. 123/2017 from the court of additional
Chief Metropolitan Magistrate, Chennai.

3. The Company received order dated 28th July 2022 against the
petition/ Application No.

CA No.87Sec.441/RD(SR)/2022-23, CA No.88 Sec.441/RD(SR)/2022-23, CA
No.89

Sec.441/RD (SR)/2022-23, No.90 Sec.441/RD(SR)/2022-23 No.91

Sec.441/RD(SR)/2022-23, No.92 Sec.441/RD(SR)/2022-23, No.93

Sec.441/RD(SR)/2022-23, No.94 Sec.441/RD(SR)/2022-23, No.96

Sec.441/ RD(SR)/2022-23, No.97 Sec.441/RD(SR)/2022-23

from Regional Director, Chennai for the application filed under section 441 of the
Companies Act, 2013.

4. Lifting of Companies status from “under liquidation "to "active" for filing w.e.f
21-02-2023 vide High Court of Madras order copy dated 25th January 2023
directing Registrar of Companies to lift the liquidation status.

5. Initiation of Forensic Audit by Bombay Stock Exchange (BSE) for the period

01.04.2016- 31.03.2022. The Company is yet to receive the Final Order/findings by
the authority.

REPORTING OF FRAUDS BY AUDITORS:

The statutory auditors have reported no instances of fraud under Section 143(12) of the
Companies Act, 2013 during this year.

AUDITORS:

STATUTORY AUDITORS:

M/s. Vivekanandan & Associates, Chartered Accountant, (Firm Registration Number:
005268S) were appointed as statutory auditor of the company for the term of five years
in the 39th Annual General Meeting held on 28th August 2021 and they continue to be
the Auditors till 44^th Annual General Meeting.

COMMENT ON STATUTORY AUDITOR''S REPORT:

There are no material qualifications, reservations, remarks or disclaimers made by M/S.
Vivekanandan & Associates, Statutory Auditors, in their audit report.

SECRETARIAL AUDITOR:

Pursuant to the requirements of Section 204(1) of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
Mrs. N. Srividhya, Practicing Company Secretary (Membership No. CP 14058) was
appointed to conduct the Secretarial Audit for the financial year 2023-2024.

The Secretarial Audit report as received from the Secretarial Auditor is annexed to this
report as Annexure I.

QUALIFICATION IN SECRETARIAL AUDIT REPORT:

The following explanations are given by your directors in respect of qualifications made
by the secretarial auditor of the Company in the secretarial audit report as under,

1. Company will take due action of complying with secretarial standards, LODR, FEMA
regulations and website of the company.

2. The Company is yet to receive the Forensic Audit Report.

INTERNAL AUDITORS:

Mr. Balasubramaniam was appointed as an Internal Auditor of the Company w.e.f., 01^st
April 2022.

The Audit Committee determines the scope of internal Audit in line with regulatory
and business requirements.

COST AUDITORS:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 mad with
Companies (Cost Records and Audit) Amendment rules, 2014, the Company does not
fall under the purview of Cost Audit.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board consists of 4 directors and 3KMP including a managing director, company
secretary and Chief Financial Officer.

Director''s Re-Appointment:

• Mr. Suryaraj Kumar (DTN:00714694) who retires from office by rotation and being
eligible offers himself for reappointment.

• Reappointment of Mr. Suryaraj Kumar (DIN:00714694) as Managing Director of the
Company w.e.f. 14^th September 2023 for a period of 5 years.

• Reappointment of Mr. Timothy Alfred Joseph Moses (DIN: 01921176), as
Independent Director of the company for a second term of five consecutive year
from 14th September 2021 to 13^th September 2028.

• Re-appointment of Mrs. Saraswathy Gopalan (DIN: 08372677), as an independent
director of the company or a second term of 5 (five) consecutive years on the Board
of the Company commencing from February 25, 2024 to February 24, 2029.

BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was
prepared after taking into consideration of the various aspects of the Board''s
functioning, the composition of the Board and its committees, culture, execution and
performance of specific duties, obligations, and governance.

The board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the board and committee.

4. Effective Conduct of Board and Committee Meetings.

6. Monitoring by the Board management effectiveness in implementing strategies,
managing risks and achieving the goals.

The Board also carried out the evaluation of directors and chairman based on following
criteria:

1. Attendance of meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board disc ussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board

NUMBER OF MEETINGS OF THE BOARD AND BOARD''S COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies/
policies and review the financial performance of tbe Company. Tbe Board Meetings are
pre-scheduled, and a tentative annual calendar of the Board is circulated to the
Directors well in advance to facilitate the Directors Lo plan their schedules.

Meeting	No. of Meetings during the Financial Year 2023-24	Date of the Meeting
Board Meeting	4	10.05.2023, 11.08.2023 14.11.2023,14.02.2024
Audit Committee	4	10.05.2023.11.08.2023 14.11.2023.14.02.2024
Nomination & Remuneration Committee	1	14.02.2024
Independent Director''s Meeting	1	02.02.2024

The interval between two Board Meetings was well within the maximum period
mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures
and Obligations Requirements) Regulations, 2015.

COMPOSITION OF COMMITTEES OF THE BOARD:

Audit committee

• Mr. Timothy Alfred Joseph Moses -Chairperson

• Mr. Suryaraj Kumar-Member

• Ms. Saraswathy Gopalan -Member

• Mr. Saiprasad Kuragayala -Member

Nomination Remuneration c ommittee

• Mr. Timothy Alfred Joseph Moses -Chairperson

• Ms. Saraswathy Gopalan - Independent Director

• Mr. Saiprasad Kuragayala - Independent Director
Stakeholders Relationship committee

• Mr. Timothy Alfred Joseph Moses -Chairperson

• Ms. Saraswathy Gopalan - Independent Director

• Mr. Suryaraj Kumar -Member.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the
Independent Directors held a Meeting on 2^nd February 2024, without the attendance of
Non-Independent Directors and members of Management.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program is to update the Directors on the roles, responsibilities, rights
and duties under the Act and other statutes and about the overall functioning and
performance of the Company. The policy and details of familiarization program is
available on the website of the Company at www.mediaoneglobal.in.

INDEPENDENT DIRECTOR''S DECLARATION:

All Independent Directors have given declarations that they meet the Criteria of
independence laid down under Section 149 sub section (6) of the Companies Act, 2013
and Securities and Exchange Board of India (Listing Obligations and Disclosure
requirements) Regulations, 2015 in respect of financial year ended 31 st March, 2024,
which has been relied on by the Company and placed at the Board Meeting.

SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial
Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India,
relating to Meetings of Board of Directors and General Meetings respectively, have been
duly complied with however improvements in certain areas are being made.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a
Vigil Mechanism policy for directors and employees to report concerns about unethical
behaviours, actual or suspected fraud, violations of Code of Conduct of the Company etc.
The mechanism also provides for adequate safeguards against the victimization of
employees who avail themselves of the mechanism and also provides for direct access by
the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year
2023-24, no employee lias been denied access to the Audit Committee. The vigil
mechanism policy is also available on the Company''s website www.mediaoneglobal.in.

INTERNAL FINANCE CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls in accordance
with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate
internal control systems to monitor business processes, financial reporting and
compliance with applicable regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for
identification of deficiencies and necessary time-hound actions are taken to improve
efficiency at all the levels. The Committee also reviews the observations forming part of
internal auditors'' report, key issues and areas of improvement, significant processes and
accounting policies.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the
Board Members and employees of the Company in accordance with the SEB1 (Prohibition
of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the
Standard of Business Ethics and ensure compliance with the legal requirements of the
Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the
Board and by employees. The Compliance Officer is responsible to ensure adherence to
the Code by all concerned.

The Code lays down the standard of Conduct which is expected to he followed hy the
Directors and the designated employees in their business dealings and in particular on
matters relating to integrity in the workplace, in business practices and in dealing with
stakeholders.

All the Board Members and the Senior Management Personnel have confirmed
Compliance with the Code.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provision of Section 135 of the Companies Act, 2013, all companies having a
net worth of Rs.500crore or more, or a turnover of Rs.l,000crore or more or a net profit of
Rs.5crore or more during any financial year arc required to constitute a CSR committee
and our Company does not meet the criteria as mentioned above, hence the Company
has not constituted any Corporate Social Responsibility Committee; and has not
developed and implemented any Corporate Social Responsibility initiatives and the
provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Ac t, 2013 read
with the Companies (Management and Administration) Rules, 2014, is available on
company''s website and can be accessed - www.mediaonetrlobal.in.

PARTICULARS OF EMPLOYEES:

There are employees falling within the provisions of Sec tion 197(12) of the Companies
Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, details of which are forming part of Financial
Statement.

DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards issued hy the Institute of Company Secretaries of
India and is of the view that such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

There are no related parly transactions during the financial year under review under
section 188 of the Companies Act 2013.

MAJOR THINGS HAPPENED DURING THE YEAR WHICH MADE THE IMPACT ON THE
OVERALL WORKINGS OF THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE
COMPANY IN THAT RESPECT, SUCH AS COVID-19 PANDEMIC:

Nil

DIRECTORS'' RESPONSIBILITIES STATEMENT:

As required under Sec tion 134(3)(C) of the Companies Act, 2013 the Directors hereby state
and confirm that they have:

a) In the preparation of the annual accounts for the year ended 31st March 2024, the
applicable accounting standards had been followed along with proper explanation
relating to material departures.

b) They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent, to give a true and fair view of
the stale of affairs of the Company at the end of the Financial Year and of the profit and
loss of the Company for the year ended on that date.

c) 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 and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

During the year under review, there were no frauds reported by the Auditors on the
employees or officers of the Company under section 143(10) of the Companies Act, 2013.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The Partic ulars prescribed by Section 134(3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology
Absorption was not applicable to Company.

B. FOREIGN EXCHANGE EARNINGS AND OUTGO:

FOREIGN EXCHSNGE EARNINGS AND OUTGO	2023-2024	2022-2023
Earning in Foreign Exchange	13,59,46,988	4,72,18,176
Expenditure in Foreign Exchange	3,24,29,138	Nil
CIF Value of imports -Raw Material -Calcium Carbide	NA	NA

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL
YEAR UNDER REVIEW:

There were no applications made nor any proceeding pending under the insolvency and
bankruptcy code, 2016 during the year.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION
DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE
WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF:

During the year under review there was no instance of one-time settlement with any Bank
or Financial Institution.

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2023-24 to tire
Bombay Stock Exchange.

ACKNOWLEDGEMENT:

Your directors take this opportunity to express their sincere gratitude to the
encouragement, assistance, cooperation, and support given by the Central Government,
the Government of Tamil Nadu during the year. They also wish to convey their gratitude
to all the customers, Auditors, suppliers, dealers, and all those¹ associated with lire
company for their continued patronage during the year.

Your directors also wish to place on record their appreciation for the hard work and
unstinting efforts pul in by the employees at all levels. The directors are thankful to the
esteemed stakeholders for their continued support and the confidence reposed in the
Company and its management.

CAUTIONARY STATEMENT:

The statements contained in the Board''s Report and Management Discussion and
Analysis Report contain certain statements relating to the future and therefore are
forward looking within the meaning of applicable securities, laws arid regulations.
Various factors such as economic conditions, changes in government regulations, tax
regime, other statues, market forces and other associated and incidental factors may
however lead to variation.

Date: 13.08.2024

Place: Chennai For Mediaone Global Entertainment Limited

Sd/-

Suryaraj Kumar
Chairman & Managing Direc tor
DIN: 00714694

---

Jun 30, 2012

To the Members

The directors are pleased to present their report on the business and operations of your company fortheyearended30thJune2012.

Results of the operations

Your Company''s performance during the year has been good. The total revenues were Rs.l ,20.44 crores as against the previous years'' figures of Rs.l09.48 crores. The operating profits were at Rs.9.52 crores as against last years'' Rs.9.92 crores. The profit after tax was Rs.4.97 crores against Rs.4.94 crores last year.

Dividend

Your directors recommend a dividend of 8% on 1,47,20,000 equity shares of Rs.l 0/- each for the financial year ended 30th June 2012. The dividend, if approved by the shareholders in the forthcoming Annual General Meeting, will be paid to the holders of the above shares whose names appear on the Register of Members of the Company as on 30th December 2012.

Business

Your Company is in the business of Television and Filmed entertainment. The company is focused to grow in Film Exhibition (theaters) through an asset based ownership model. Currently your company is attempting to integrate its discrete production and distribution operation to create a unique value chain. This is being achieved by agglomerating the theaters under single management and extending the power of scale on the entire value chain, which enables the company to plan content as a supply chain. The company enjoys domain strength, forward integration presence in Tamilnadu, pricing power, and cross- packing advantage. Your company has tremendous eco- system strengths that give it a competitive edge and restricts entry of new players. Listed on the BSE, your company''s market capitalization is around Rs. 1,237 million.

Dematerialization

Your Company''s shares have been listed on the Bombay Stock Exchange. Your Company''s shares have been admitted for dematerialization by National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) bearing ISIN INE 828101019.

Acceptance of Deposits under Sec 58A of the Companies Act, 1956

During the year under review, your company has not accepted or renewed any deposits within the meaning of Sec 58 A of the Companies Act, 1956 and rules made there under.

Directors

As per Article 121 of the Articles of Association, Mr. Thomas Kuruvilla retire by rotation in the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

Auditors

During the year, M/s. KNR Associates, Chartered Accountants, Pondicherry, were appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. R.RMadhu & Co., Chartered Accountants, Chennai, to hold office until conclusion of the next Annual General Meeting, at a remuneration to be fixed by the Board.

Reply to Auditors'' Report

Observation made by the Auditors of the Company in their report with relevant Notes to the Accounts are self explanatory and not call for any further comment under section 217(3) of the Companies Act, 1956.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from M/s. KNR Associates., Chartered Accountants regarding compliances of the requirements of Corporate Governance is annexed herewith.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The report on Management Discussion & Analysis is annexed herewith.

PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:

During the year under review, none of the employees of the Company were in receipt of remuneration aggregating to Rs.60,00,000/- p.a or more for the whole of the year, if employed throughout the year, or Rs.5,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under sec 217(2A) of the Companies Act, 1956 and the rules made there under.

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

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 have been furnished intheannexure.

ACKNOWLEDGEMENTS:

The Board would like to express their gratitude for the continued support which the Company has received from its, Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates.

The Board wishes to place on record their sincere appreciation to all the Company''s employees for their collective contribution to the Company''s improved performance.

Place: Chennai

Date- 29 08 2012 for & on behalf of the Board

SURYARAJ KUMAR

Chairman & Managing Director

---

Jun 30, 2011

The directors are pleased to present their report on the business and operations of your company for the year ended 30th June 2011.

Results of the operations

Your Company's performance during the year has been good. The total revenues were Rs 12693 crores as against the previous years' figures of Rs.115 crores. The operating profits were at Rs 1947 crores as against last years' Rs.12.20 crores. The profit after tax was Rs 1.94 crores against Rs.7.42 crores last year.

Dividend

Your directors recommend a dividend of 8% on 1,47,20,000 equity shares of RS.10/- each for the financial year ended 30th June 2011. The dividend, if approved by the shareholders in the forthcoming Annual General Meeting, will be paid to the holders of the above shares whose names appear on the Register of Members of the Company as on 30th December 2011.

Business

Your company is in the business of Entertainment with main focus on Films Distribution and Exhibition. The company owns 4 cinema theatres in Tamil Nadu and also has taken on lease more than 15 theatres in Tamil Nadu itself. The company has been successfully operating these theatres leveraging its long years of presence in the Film Industry. Your company is now, one of the few companies managing a big chain of owned/ leased theatres in Tamil Nadu. Your company has also distributed various films in Tamil during the year in some selected territories.

The company plans to expand its exhibition business by increasing the no. of leased theatres. It also has been considering to build a multiplex in the outskirts of Chennai in the coming years.

In the case of distribution, the company plans to distribute feature films - mostly Tamil and Hindi movies - on a non-risk basis for big companies like Gemini Film Laboratory and Eros International Media Limited.

The company also plans to take up execute movie production work on a turnkey basis for a various international companies.

Dematerialisation

Your Company's shares have been listed on the Bombay Stock Exchange. Your Company's shares have been admitted for dematerialization by National Securities Depository Ltd. (NSDI.) and Central Depository Services (India] Ltd. (CDSL) bearing ISIN INE 828101019.

Acceptance of Deposits under Sec 58A of the Companies Act, 1956

During the year under review, your company has not accepted or renewed any deposits within the meaning of Sec 58 A of the Companies Act, 1956 and rules made thereunder.

Directors

As per Article 121 of the Articles of Association, Mr, Mr. Govinda Prasad Dasu retires by rotation in the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. To strengthen the existing Board of Directors, Dr. Murali Manohar, has been inducted in the board. The board is confident that with his rich experience in the field of film production activities more business opportunities are to be generated by the company.

Auditors

M/s. R.P.Madhu & Co., Chartered Accountants, Statutory Auditors of the Company retires at the ensuing Annual General Meeting and have confirmed their eligibility for re-appointment. The Company has received a Certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956. The members are requested to appoint the Auditors and authorize the Board to fix their remuneration.

Auditor's Report

Regarding auditors' qualification about confirmation of balances, we wish to state that the company has since obtained confirmation from most of the parties and continues to follow up with the other parties from whom confirmations are yet to be obtained.

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a certificate from M/s R P Madhu & Co., Chartered Accountants regarding compliances of the requirements of Corporate Governance is annexed herewith.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The report on Management Discussion & Analysis is annexed herewith.

PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:

During the year under review, none of the employees of the Company were in receipt of remuneration aggregating to Rs.24,00,000/- p.a or more for the whole of the year, if employed throughout the year, or Rs.2,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under sec 217(2A) of the Companies Act, 1956 and the rules made there under.

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

Information pursuant to Section 217 [1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 have been furnished in the annexure.

ACKNOWLEDGEMENTS:

The Board would like to express their gratitude for the continued support which the Company has received from its. Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates.

The Board wishes to place on record their sincere appreciation to all the Company's employees for their collective contribution to the Company's improved performance.

For & On behalf of the Board

Chennai Suryaraj Kumar

Date: 22.07.2011 Chairman

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Jun 30, 2010

The directors are pleased to present their report on the business and operations of your Company for the year ended 30h June 2010.

Results of operations

Your Company's performance during the year has been quite impressive. The total revenues grew to Rs 115 crores from last year s Rs 56 crores, a growth rate of 105%. The operating profits grew to Rs 12.20 crores from last year s Rs 8.26 crores. a growth of 42% The overall operating profit margins have increased due to enhanced revenue productivity, and a broadening of the business mix. Profit after taxs has increased to Rs. 7.42 crores from the last yeas s Rs. 6.35 crores a growth rate of 17%..

Dividend

Yo ur directors recommend a dividend of 8% on 1,47,20,000 equity Shares of Rs 10/- each for the financial year ended June 30, 2010. The dividend, if approved by the Shareholders in the forthcoming Annual General Meeting, will be paid to holders of the above Share s whose names appear on the Register of Members of the Company as on 30th D ecember 2010.

Business

Your company is in the businesses of Television and Filmed entertainment. The company is focused to grow in Film Exhibition (theatres) through an asset based ownership model. Currently your company is attempting to integrate its discrete production and distribution operations to create a unique value chain. This is being achieved by agglomerating the theatres under single management and extending the power of scale on the entire value chain, which enables the company to plan content as a supply chain. The company enjoys domain strength, forward integration presence in Tamilnadu, pricing power, and cross-packaging advantage. Your company has tremendous eco-system strengths that gives it a competitive edge and restricts entry of new players. Listed on the BSE , your company's market capitalization is around Rs 1,500 million.

Dematerialization

Your Company's Shares have been listed on the Bombay Stock Exchange. Your Company's Shares have been admitted for dematerialization by National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) bearing ISIN INE 828I01019.

Fixed Deposits

During the year under review, the Company has not accepted or renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

Directors

As per Article 121 of the Articles of Association, IMr. Thomas Kuruvilla and IMr.Bonni Kavina retire by rotation in the forthcoming Annual General Meeting and being eligible, offers themselves for re -appointment. To strengthen the existing board of Directors, Mr.D.G.Prasad, has been co-opted as an Additional Director, the board is confident that with his rich experience and able support, additional business opportunities could be generated by the company.

Auditors

M/s. R. P M adhu & Co., Chartered Accountants, Statutory Auditors of the Company retires at the ensuing Annual General Meeting and have confirmed their eligibility for re-appointment. The Company has received a Certificate from the Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956. The members are requested to appoint the Auditors and authorize the Board to fix their remuneration.

Auditor s Report

Observations made by the Auditors of the Company in their report read with relevant Notes to the Accounts are self- explanatory and do not call for any further comments under Section 217(3) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a certificate from M/s. R.PM adhu & C o., Chartered Accountants, regarding compliances of the requirements of Corporate Governance is annexed herewith.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The report on Management Discussion and Analysts is annexed herewith.

PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:

During the year under review, none of the employees of the Company were in receipt of remuneration aggregating to Rs. 24,00,000/- p.a or more for the whole of the year, if employed throughout the year, or Rs.2,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under Section 217(2A) of the Companies Act, 1956 and the rules made there under.

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

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 have been furbished in the annexure.

Directors Responsibility Statement

In terms of section 217 (2AA) read with Section 292A of the Companies Act 1956, we, the Directors of Mediaone Global Entertainment Limited, state that in respect of Financial year 2009 — 10 that:

i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures,

ii. 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 and of the profit of the Company for that period,

iii. the Directors 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 and for preventing and detecting fraud and other irregularities,

iv. the Directors have prepared the annual accounts on a going concern basis

v. the Board opines that the Company has internal control systems commensurate with the size of the Company and the nature of its business.

Corporate Governance

Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, the Company submits the report on the matters mentioned in the said clause and the practices followed by the Company.

ACKNOWLEDGEMENTS:

The Board would like to express their gratitude for the continued support which the Company has received from its Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates.

The Board wishes to place on record their sincere appreciation to all the Company's employees for their collective contribution to the Company's improved performance.

For & On behalf of the Board

Chennai Suryaraj Kumar

15.09.2010 Managing Director