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Directors Report of Mediaone Global Entertainment Ltd.

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


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