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Directors Report of Pentamedia Graphics Ltd.

Mar 31, 2017

dear members,

The Board of Directors are pleased to present the Forty First Annual Report on the business and operations of your company together with the Audited Financial Statements for the year ended 31st March 2017. The Management Discussion and Analysis is given as part of this Report

FINANCIAL PERFORMANCE Rs.. In Crore

PARTICULARS

Year Ended 31st March 2017

Year Ended 31st March 2016

Revenue from Operations

4.24

3.78

Other Income

5.74

0.39

Total Income

9.98

4.17

Total Expenses

9.54

3.97

Exceptional Items

Nil

51.00

Profit Before Tax

0.44

(50.80)

Provision for Taxation (net) / Deferred Tax

0.41

0.19

Profit after Tax

0.85

(50.61)

During the year under review , the Company''s total revenue stood as Rs.9.54 Crore against Rs.4.17 Crore of the previous year and the net profit stood at Rs.85 Lacs from Rs. (50.61) Crore of previous year. The Company does not have any institutional debt.

BUSINESS OVERVIEW

The Company during the year continued to concentrate on Digital Education, Enterprise and Entertainment. As the international business approach is more towards mobile centric products, the Company is in the process of recycling, reinventing and reusing its digital contents and products to the latest technology.

education & training

The Company''s training programmes viz. 2D & 3D Animation , Visual / Special Effects, APPs development, Cloud Computing, Video Editing, Robotics, Web Design & Development are offered on full/part time and online. As per the requirement of education institutions, the training is also being done in the college campus.

The Company has started the trend courses viz.,

- Artificial Intelligence & Machine Learning - “The science of getting computers to act without being explicitly programmed. In the past decade, machine learning has given us self-driving cars, practical speech recognition, effective web search etc''''.

- Big Data & Database Administration - “Investigate the use of clouds running data analytics collaboratively for processing Big Data to solve problems”

- Cyber Security- “Personal and physical security, best practices for using computers and mobile devices, and how to protect the privacy and secure the devices and networks against hacking”

- 3D Printing - “Revolutionizing the concept of manufacturing through CAD/CAM”

- Gaming Design & Development - “The virtual and augmented technology games - action, strategic & intelligent oriented”

The Company is in the process of making proposal to National Skill Development Corporation of India for getting accreditation and affiliation for the above training programmes . This skill development training is mainly targeted towards Engineering, Visual Communication, Arts & Science graduates and corporate professionals

The training materials are being converted into text books with applications to bridge the gap between institutions and business houses/ industries and the Company have already published the books viz. Visual Effects - Theory & Practice, Cloud Computing & 3D Printing which are available in leading online stores. The books on Internet of Things(IOT), Blender 3D are under preparation.

The Company had conducted seminars , workshop & hands-on-training on emerging technologies viz., Apps Development, Robotics, Cloud Computing, Web Development , Artificial Intelligence, Cyber Security & 3D Printing to the reputed universities, colleges, institutions and schools such as Veltech University, Chennai, WCC, Chennai, Velammal Eng. College, Chennai , St. Joseph Engineering College, Cuddallore, IIKM, Chennai & Prathyusha Eng. College & Loyola, Chennai. The Company is planning to enter into MOU with colleges to conduct training in Multimedia.

The Company has the tradition of hiring trained professionals from the training division for developing products & projects in the years to come.

Entertainment

The Company has completed “MUSTAFA & THE MAGICIAN” in DIGITAL 3D , a 80 minutes full length stereoscopic Animation feature film by using the resources in the combination of advance skilled, specially skilled artists & trainees. This film was produced with open source tools viz. Blender 3D in addition to traditional 3D software’s on around 32 thousand man hours. Some of the digital contents used in this film are from the company''s own digital library such as characters, background and properties.

This film entered in Oscar Nominations for 2017 (Link http://www.oscars.org/news/27-animated-features-submitted-2016-oscarr-race) after being screened at Edward Long Beach Stadium, Los Angeles, USA in December 2016. This film is participating in various film festivals all over the world to have a better market and commercial value internationally for Theatrical, Television/Satellite, and Internet/ Online DVD, Merchandising and Gaming.

Presently, Theatre screens and Televisions have become 4K quality. The present and future contents will be prepared to adapt this form of exhibition so that the audience will have the better audio, video experience, . In line with this the following animation contents are being produced:

“CATHY IN SPACE” - 90 Minutes Digital 3D Animation feature film in 4K quality, Pre-production is completed and discussion are on with potential partners for Co-production.

Animation TV Episodes - Panchatantra Tales , These are compilation of inter - woven series of tales in prose and poetry, mostly animal fables, Production of 25 episodes are in progress.

Zen stories, These are the ancient words and deeds of Zen masters. Production of 20 Episodes are in the pipeline.

Towards recycling & reusing the old contents the company has Identified Bible stories, Indian folk Tales and monkey stories from the digital library for recreating to the latest technology and audience.

VFX - The present film and television contents are being made through digital camera and the special effects services goes with it. The Company is providing cost effective technology with open source tools in this area to compete effectively in the market of Film, Television & Internet.

Enterprise

The Enterprise Software Services is being moduled into Management, User, Customer and Government oriented as per the Industry requirements. The apps will be Mobile, Tablet & Desktop centric. The Company has developed software APPs are listed below in Android. Converting them into other operating system is in progress.

PentaHealth (App)

The health care APP has been developed with more focus on user compatibility , based on the personal as well as medical records to search remedies. This APP can be used for acute and chronic ailments to search medical assistance in various medicines viz., Allopathy, Homeopathy, Ayurveda, Siddha, Naturopathy, Yoga, Physiotherapy etc., by finding physicians and getting specialized advise through online / in person mobile or tablet. This APP will provide the user to have first hand consultation on his complaints or on preventive health.

PMG e-Book (App)

E-Book App has been launched with the main object to host books in various segments like Technology, Entertainment, Children, Science & Fiction, Adventure ,Art ,Healthcare etc. This APP is primarily containing Pentamedia''s own published books in Technology, Entertainment & Digital Media and other publishers are also hosting their contents. food & Beverage (App)

This APP has been implemented at the leading Multiplexes to sell their Food and Beverages to their viewers in online. PMGFLIC (App)

This online streaming animation videos App bring you the animated Films and TV series from Company''s own digital library with free and subscription model.

The Company is expecting the new gen of youngsters through its training programmes to produce quality products for the international market. Towards this the Company is moving into an independent building, near to the old office itself to have better comforts including parking.

The Shareholders can visit the Company''s official website www.pentamedia.in wherein the information on Company''s past, present & future activities updated are available.

dividend & RESERVES

Taking into account overall financial performances of the Company Your Directors do not recommend any dividend for the financial year 2016-17. Consequently no amount is transferred to General Reserve Account.

SHARE CAPITAL

The paid-up equity share capital of the Company as on 31st March 2017 stood at Rs.41.50 Crore. During the year under review, the Company has not raised its issued capital with different voting rights nor has granted any stock options or sweat equity and none of the directors hold instruments is to be converted as equity shares as on 31st March 2017. Mrs. Sumathi Sridharan (DIN: 00162055) Director, holds 10000 equity shares in the company.

DEPOSITS

During the year under review, Your Company has not accepted any Deposits within the meaning of provisions of Chapter V of the Companies Act 2013 (Acceptance of Deposits by Companies) read with the Companies (Acceptance of Deposits) Rules, 2014.

RISK MANAGEMENT

Your Company has a robust Risk Management policy, the Company through a steering committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. A detailed Risk Management policy of the Company to have good Corporate Governance is hosted in the Company''s official website www.pentamedia.in

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company is having a sound internal system, which enables that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. The classification and accounting of assets is carried out as per the standard procedures followed by the Company. This system is further supplemented by internal audit carried out by an independent Chartered Accountant and periodical review by management. The Audit Committee of the Board of Directors, Statutory Auditors and Heads are periodically appraised of the internal audit findings and corrective actions taken.

DIRECTORS

Based on the recommendation of the Nomination & Remuneration Committee and the approval of the Board, Mrs.Sumathi Sridharan, Director who retire by rotation and, being eligible, offer herself for re appointment. The Directors recommend Mrs.Sumathi Sridharan for re-appointment.

FINANCE & ACCOUNTS

Your Company prepares its financial statements in compliance with requirements of Section 134 of Companies Act 2013 and generally accepted accounting principles (GAAP) in India.

MANAGEMENT DISCUSSION & ANALYSIS

Education & Training

“Skill development and vocational training programs are conceptualized, executed and monitored by various organizations, working closely with the government of India. There are various plans and schemes that are dedicated to achieve scalable skilling with quality and higher productivity, particularly in the unorganized or informal sector which accounts for 83% of India’s workforce”

- The Budget has pegged an outlay of Rs 79,685.95 crore (US$ 11.952 billion) for the education sector for financial year 2017-18, up from Rs 72,394 crore (US$ 10.859 billion) in 2016-17—a 9.9 per cent rise.

- The Government of India has allocated around Rs 17,000 crore (US$ 2.55 billion) towards skilling, employment generation, and providing livelihood to millions of youth, in order to boost the Skill India Mission.

- Key Trends for 2017: Innovation in Educational Technology

For several years now, innovations in educational technologies (edtech) have impacted how business professionals want to learn. Edtechs such as virtual classrooms, mobile devices, digital readers, on-demand video, online gaming, and cloud-based LMSs have fed a market that has been, and continues to be hungry for innovation. Traditionally, most investment for product innovation in edtech was focused on the higher education market. But recently, investors have looked across the traditional market boundaries beyond higher education and toward corporate training.

A key driver for innovation is the adoption rate of new technologies by the millennial community. Millennials entering the job market bring a new set of expectations on how to learn and collaborate. They are teaching leaders of training organizations that learning is best achieved in small ongoing increments, over time, accessed on-demand, using multiple devices, over multiple forms of media. The greatest lesson millennials have taught us is we need to focus on speed and how to make learning efficient and effective.

Because of these changes, investment is flowing into the edtech market at an unprecedented level. Entrepreneurs and established edtech companies are recognizing the opportunity to leverage innovative products across market boundaries and are designing tools for the “adult” market, instead of education versus corporate.

The key trends for 2017 reflect how the training industry continues to evolve. And the trends we see are not those which are flash in the pan, short term, hot applications - but rather, changes to the market that will have a lasting impact for years to come.

As virtual delivery platforms and online training programs have increased in popularity and adoption, average class enrollments continue to reduce in size. In the days of traditional classrooms, the objective was often to increase class sizes to amortize the fixed costs associated with an instructor and classroom across multiple students. There was always a conflict with the notion that smaller class sizes were better for students; while larger class sizes were more efficient for the business. Now the business'' needs and learners'' needs are aligned with the idea that training is becoming more affordable to deliver in smaller groups.

ENTERTAINMENT

Animation continues to endow substantial opportunities for imaginative filmmakers. The year 2016 saw the Indian animation industry touching new heights. However, animation''s primary market continued to be for kids and young adults in Global. The animation industry in India registered a growth of eight per cent in 2016, with revenues amounting to Rs 15 billion. Animation IP production has grown at a CAGR of close to eight percent between 2011 and 2016. In 2016, it recorded a y-o-y growth of 8.7 per cent resulting in the domestic content production picking up. Domestic animation IP production across TV and digital domains has picked up dramatically. Additionally, advent of global VOD players in India is further proliferating the demand for original content.

Investment and collaboration opportunities between animation studios and broadcasters in India have picked up, with the latter paying as high as Rs 1.5 to four million per 30-minutes of animation content. The ingress of OTT platforms has seen the consumption of short form and preschool content rising. The advent of digital has also been a boon for smaller studios, which face challenges to find airtime on broadcast TV. The recognition and brand awareness of several IPs has paved the way for growth in merchandising as well as increase in the number of collaborations and cross promotions in the animation industry.

Government of India has permitted 100 per cent FDI in the animation industry through automatic route on a condition that it needs to be in agreement with the Reserve Bank of India guidelines. With the shifting mindset of viewers, animation holds the potential to develop into one of the most desirable avenues for entertainment and storytelling in India. On the other hand, this would require a major impetus from the government in the form of incentives for talent and IP development along with an evolved approaches and attitude on the part of content creators.

Visual Effects (VFX) have become indispensable to the production cycle of feature films over the past several years and the Bollywood space is witnessing certain projects that are pushing VFX to the forefront of moviemaking. In 2016, VFX redefined storytelling on the big screen. Domestic filmmakers have also begun using VFX increasingly, looking to unearth IPs of bigger scales. Indian studios have started adopting a harmonic blend of skills and expertise from developed VFX markets present in other countries. Increasing investments in VFX centric science fiction action films would also see the genre gaining traction in the country. The VFX industry in India has recorded an unprecedented growth over the years, majorly led by more and more Hollywood studios tapping into the massive pool of VFX professionals in India to work on their projects. The VFX and post-production industry grew around 20 per cent in 2016, propelled by a 31 per cent growth in the VFX industry. The VFX revenue from domestic projects is projected to grow at a CAGR of more than 31 per cent during 2016 to 2021. The demand would not only come from Hindi, but also from regional movies — with producers in these industries pouring in more investments in VFX.

For the Indian entertainment sector, the target audience was the poor people hailing from villages and the movies were made so that they could relate to the protagonist of the movies.

As time shifted, and the urban class expanded, the target audience now became the upper middle class or upper class, who related more with a hero who had money and big bungalows and bikes. Hence, in order to make a movie sell, a poor boy from a distant village would not be the formula. Even the rural audience is now more interested to watch movies where the dance sequel is shot in Switzerland or Egypt.

Most movies generally like to deliver what the audience desired, and thus the main reason for the shift in the theme and plot of movies would be the shift in the mindset of the people watching it. The Indian film industry has become more professional in the last few decades, where box office earning has a prominent importance. This makes it essential for the film makers to work on plots that they know would sell, and sell big, not only in India , but overseas as well, hence the dominance of NRIs in the recent past so that they can capture a wider domain of audience.

However, it would be wrong to completely write off the modern movies as movies made to earn huge profits as a long of main stream cinemas also focus on the eminent political, social and cultural issues of our countries and have been received well.

In conclusion , the changing patterns in entertainment are basically a result of the changing mindsets of the audience as well the bid to attract international audience who have different perspective .

The recent report is estimated the global box office revenue is expected to reach $49.3 billion from $28.48 billion by end of 2020. India is compete ting to Japan & China from the present fourth place to move second place by 2020.

ENTERPRISE

Apps on Mobile , Tablet & Desktop

Internet apps added Rs 1.4 lakh crore to India''s GDP in 2015-16, says a study released on Friday. It expects the figure to grow to Rs 18 lakh crore by 2020. The study conducted by the Indian Council for Research on International Economic Relations (Icrier) and the Broadband India Forum, finds that nearly half of the contribution of the internet to the economy would be due to apps.

"The internet economy could contribute up to $537.4 billion to India''s GDP in 2020, of which a minimum of $270.9 billion could be attributed to apps," says the study , using various economic analyses and logical regression models to isolate and calculate the impact of apps on the Indian economy . It has evaluated this impact across 19 telecom circles (India has 22) which are contiguous with state boundaries. The study is called "Estimating the value of new generation internet bases applications in India."

India''s mobile app market grew sharply last year, outpacing the US, and ranked number one in terms of Google Play downloads, highlighting the vibrancy of the country''s mobile ecosystem. Indians downloaded over 6 billion apps in 2016, up from 3.5 billion in 2015. That 71% growth was significantly higher than the overall 15% growth in app downloads around the world. Globally, the typical Smartphone user uses 30 apps every month. Video streaming apps too saw a sharp growth in revenue. India has witnessed a dramatic shift in this segment over the past 6 months. Total time spent on the top 10 video streaming apps including Hotstar and Netflix on Android phones in India increased 600% between July and December 2016 compared to the same period a year ago, the report said. Overall, app publisher revenue grew 40% year-over-year-an acceleration over 2015''s growth rate-resulting in $35 billion across IOS and Google Play app stores. Including in-app advertising, app store revenue and third-party Android stores , publishers made over $89 billion in revenue, the report said.

Mobile application development technologies are evolving rapidly with the evolution in mobile device technology. It may sound a bit early to predict the app trends in 2017, but the trends are already clear with the booming growth of technology seen in 2016. Also, the design trends evolve and change with the time and technology. New mobile design trends 2017 are already making a buzz among mobile app designers and developers. The evolution of the mobile app development trend happens due to the constantly evolving requirements of the end users. As we are in the last quarter of the year 2016, let''s see what is trending in the world of mobile app development. During the year 2015 and 2016, an interesting relationship has emerged between cloud computing and mobile apps. Using cloud technology, centrally coordinated apps were delivered to any devices. This trend is going to stay in 2017 as well, due to the numerous amount of benefits offered by cloud technology.

KEY MANAGERIAL PERSONNEL

During the year under review, the Company has appointed Mr. Karthick B as Company Secretary and Compliance Officer with effect from 01st March, 2017 in place of Mr. T S Srinivasan who has communicated his resignation with effect from 28th February, 2017

EVALUATION OF BOARD’S PERFORMANCE

As per the provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

NUMBER OF THE MEETINGS OF THE BOARD

The Board had met (4) times during the financial year ended 31st March 2017, on 29th April 2016, 29th July 2016, 11th November 2016, and 10th February 2017. The details of the meetings are given under the Report on Corporate Governance.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of familiarization programmes to Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: www.pentamedia.in

declaration by independent directors

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 (Act) stating that the Independent Directors of the Company met with the criteria of Independence laid down in Section 149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY (U/S 186)

The complete details of loans, guarantees and Investments as per the provisions of Section 186 of Companies Act 2013 are given in the notes on accounts of the financial statements.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has taken steps to establish the Vigil Mechanism/Whistle Blower Policy as is stipulated in the Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Pursuant to Section 177(9) & 177(10) of the Companies Act 2013. This provides a mechanism to raise concerns about actual or suspected frauds, unethical behavior, safeguards against victimization of employees, etc, and the same has been posted in the official website of the Company www.pentamedia.in.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the Board has constituted a Nomination and Remuneration Committee consisting of the following members

1. Mr.R.Kalyanaraman - Chairman

2. Mrs.Sumathi Sridharan - Member

3. Mr.R Swaminathan - Member

The said committee has been empowered and authorized to exercise powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. The Company had laid out and following the policy on director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section 3 of Section 178 of the Companies Act, 2013.

Policy on Criteria for Board Nomination and Remuneration policy is available in the website of the Company link www.pentamedia.in.

RELATED PARTY TRANSACTIONS

All transactions entered by the Company with Related Parties were in the ordinary course of business and at arms'' length basis and that provisions of Section 188 of the Companies Act 2013 are not attracted. Hence the disclosure in form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the promoters, directors or key managerial personnel. All related party transactions were placed before the audit committee and board for approval and an omnibus approval was obtained on quarterly basis.

The Company has formed a policy on related party transactions through standard operating procedures for the purpose of identification and monitoring of such transaction, which has hosted in the Company''s official website www.pentamedia.in

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3)(c) of the Companies Act, 2013, in relation to the Annual Financial Statements for the Financial Year 2016-2017, your Directors confirm that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at 31 March, 2017 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following as per the applicable accounting standards along with proper explanation relating to material departures;

b) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2017, and, of the profit of the Company for the year ended on that date; and

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

d) that the annual accounts for the year ended 31st March , 2017 have been prepared on a ‘going concern'' basis;

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

f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

statutory auditors

Pursuant to Section 139 of the Act and Rules made there under, Messrs. Babu Peram & Associates, Chartered Accountants were appointed as statutory auditors of the Company at the annual general meeting held on 28th August, 2014 for a period of 5 years commencing from the closure of the 38th Annual general Meeting till the closure of the 43rd Annual General Meeting, subject to ratification by the members at every AGM. Accordingly, your directors recommend the ratification of the appointment of Messrs. Babu Peram & Associates, Chartered Accountants, as statutory auditors of the Company from the conclusion of the 41st Annual General Meeting till the conclusion of the 42nd Annual General Meeting.

INTERNAL AUDITORS

The Company has appointed M/s. Anand & Madhan, Chartered Accountants (Firm Reg. No.009671S), Chennai as Internal Auditors of the Company for the financial year 2016-17.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Ms. S. Srinidhi of M/s. Srinidhi Sridharan & Associates, Company Secretaries in Practice (CP No. 17990), Chennai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this report as Annexure -B.

EXPLANATION AND COMMENTS

The reports of statutory auditors and that of the Secretarial Auditors are self explanatory and have no adverse comments.

MATERIAL CHANGE

There is no material change or commitments after the closure of the financial year.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2016-17.

No. of complaints received - Nil

No. of complaints disposed off - Not Applicable

COMPOSITION OF AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, 2013, the Audit Committee was constituted by the Board of Directors and consists of the following members:

1. Mr. R. Kalyanaraman - Chairman

2. Mr. R Swaminathan - Member

3. Mrs. Sumathi Sridharan - Member

The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recommendations during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company through its Corporate Social Responsibility Committee had formulated a CSR policy as required under Section 135 of the Companies Act, 2013.

The following is the composition of the Corporate Social Responsibility Committee.

a) Mr. R. Kalyanaraman - Chairman

b) Mr. R. Swaminathan - Member

c) Mrs. Sumathi Sridharan - Member

SCOPE OF CSR POLICY

This policy will apply to all projects/programmes undertaken as part the Company''s Corporate Social Responsibility and will be developed, reviewed and updated periodically with reference to relevant changes in corporate governance, international standards and sustainable and innovative practices.

The policy will maintain compliance and alignment with the activities listed in Schedule VII and Section 135 of the Companies Act 2013 and the rules framed there under, as amended from time to time.

CSR POLICY IMPLEMENTATION

The Company shall undertake CSR project/programmes identified by the CSR Committee and approved by the Board of Directors in line with the CSR Policy.

The CSR Policy of the Company is uploaded in the website of the Company www.pentamedia.in.

The spending on CSR activities is not applicable to our Company.

VIGIL MECHANISM

The Company has devised a vigil mechanism in pursuance of provisions of Section 177(10) of the Companies Act, 2013 for Directors and employees to report genuine concerns or grievances to the Audit Committee in this regard and details whereof are available on the Company''s website.

CORPORATE GOVERNANCE REPORT

All material information was circulated to the directors before the meeting or placed at the meeting, including minimum information required to be made available to the Board as prescribed under Part A of Schedule II of Sub- Regulation 7 of Regulation 17 of the Listing Regulations.

In terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on Corporate Governance along with a Certificate from the Practicing Chartered Accountant confirming the compliance with the conditions of Corporate Governance as stipulated under Part E of Schedule V of Sub-Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report.

human resources

The Company takes pride in the commitment, competence and dedication shown by its employees (including outsourced) in all areas of business. The Company is committed to nurturing, enhancing and retaining top talent through superior learning & organization development as a part of Corporate HR function. It is a critical pillar to support the organization growth and its sustainability over the long run.

conservation of energy, technology absorption and foreign exchange and outgo

Your Company is into the business of Production of Digital Contents for Film, Television & Internet and Development of APPs on Mobile, Tablet &. Since this business does not involve any manufacturing activity, most of the Information required to be provided under Section 134(3)(m)) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are Nil / Not applicable.

However the information, as applicable, are given hereunder:

a) CONSERVATION OF ENERGY

During the year, due to power scarcity the consumption of power & fuel were Rs. 7.61 lacs as against Rs. 8.17 lacs of pervious year. The Company is taking all the measurements for optimal use of energy to avoid wastages and conserve energy as far as possible

b) technology absorption

Your Company is continuously absorbing and applying the latest state of art technology in Digital Media & Software for Content creation, APPs Development & Skill Development Training

c) foreign exchange earnings and outgo

During the year, foreign exchange earnings & outgo is 4.84 Lacs

particulars of employees

The ratio of remuneration of each Director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed to and forms part of this report.

listing of securities in stock exchanges

The Company''s Equity Shares are presently listed on BSE Ltd & GDRs listed on Luxembourg Stock Exchange.

acknowledgements

Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments, Regulatory authorities , Banks & Financial Institutions, Colleges/Universities, Educational Institutes and Ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India, BSE Ltd. and Depositories and other stakeholders viz., Distributors, Vendors , Investors & Employees.

on behalf of the Board of Directors

V.Chandrasekaran R.Kalyanaraman

Managing Director Director

place: Chennai DIN: 00158019 DIN: 00041770

Date : 12th July 2017


Mar 31, 2015

Dear Members,

The Directors are pleased to present the Thirty Ninth Annual Report on the business and operations of your company together with the Audited Financial Statements for the year ended 31st March 2015. The Management Discussion and Analysis is given as part of this Report.

Financial Highlights

Rs. in Crore

Particulars 2014-2015 2013-2014

Gross Income 5.44 5.00

Profit before interest and 3.13 2.09 depreciation

Finance charges - -

Gross Profit 3.15 2.81

Depreciation and Amortisation 3.12 2.09 expenses

Net Profit before tax 0.03 0.72

Provision for tax

- Tax expense 2.46 -

- Deferred tax asset 0.62 0.09

Exceptional items written off (147.84) (139.38)

Profit / Loss after tax (149.65) (138.57)

Balance of Profit / Loss carried (275.68) (126.03) forward

Financial Performance

You may be aware that the New Companies Act 2013 has introduced significant changes in the provisions related to governance, e-management, compliance and enforcement, disclosure norms, auditors and mergers and acquisitions. Your company's report has been prepared in line with the changes made in the act. Total turnover is Rs.5.44 Crore as compared to Rs.5 Core of previous year, up by 8.8% & operating profit of Rs.3.13 Crore as compared to Rs.2.09 Crore of previous year, up by 49.76%. After the depreciation & write-off the loss is Rs.149.65 Crore which has reduced the reserves to Rs.120.87 Crore as compared to Rs.270.52 Crore of previous year.

Profit after depreciation stood Rs.0.03 Crore is due to the adoption of depreciation rates as prescribed in the Schedule II of new Companies Act 2013, otherwise the said profit would have been Rs.1.61 Crores as compared to Rs.0.72 Crore, up by 43%. The tax expenses of Rs.2.46 Crore are the Income Tax pertaining to M/s.Pentasoft Technologies Ltd. (merged Company in 2008) for the previous years. However there were no cash outflows since refund of some years have been adjusted towards various years' demands. The new provisions pertaining to governance, compliance etc has also necessitated in writing-off Rs.52.52 Crore of advances out of total advances of Rs.79.65 and details about the other write-offs are given below which were in existence more than ten years:

Software Products: The products on mainframe & miniframe of Banking, Insurance, ERP etc. are no longer marketable and maintainable. Hence a portion of Rs.32.07 Crore has been written-off out of Rs.71.80 Crore. Digital Contents/CWIP: Animation contents for Film, TV & Internet comprising of characters, properties & backgrounds are no longer relevant due to the present technology changes on picture quality and resolution such as 4K, Digital 3D etc. and a portion of Rs.62.61 Crore has been written-off out of Rs.79.24 Crore.

As per the new standards, the groupings have been done accordingly. Since the Company is not having subsidiaries, hence there is no consolidated statements.

Business Overview

Your Company is a 39 years old and one of the pioneer in Digital Media & Software in Asia's Entertainment and IT Industry having listing status for last two decades and continuing in focus on products,projects,consultancy & training in both Digital Media & Software. The employees of the Company are Full-time, Part-time and Outsourced with categories with a combination of Engineering, Visual Communication, Finance & Accounts skills working on man-hours basis.

Digital Media: Production on Digital 3D Animation film "Mustafa Vs Magician", 2D TV series viz.," Thirukkual Stories" & "Proverb Stories" are in progress. Film distribution services being continued.

Software: The technical expertise of the Company has been used for the retail venture " Mayamall "-Online Store for its back-office support and transactions and a mobile app for this online store is being developed. Apps development for Healthcare & E-publishing is in progress.

Training: Skill based training programmes viz., 2D/3D Animation, Special Effects, Video Editing, Gaming Development, Web Designing, Graphics Designing, Apps Development for Mobile & Tablets, Robotics, 3D Printing etc. The trained students are being used for the Company's live product & projects.

New activities: During the year under review had launched technical books viz., "Visual Effects Theory and Practice", "Cloud Computing" & "3D Printing" to bridge the gap between education and industry. These books are made available in both Paperback & E-book in online stores and Other Books viz., PhotoShop, Flash, Android,Blender 3D are being complied and will be released in this year. These Books are being offered to major universities and college libraries at free of cost and at discounted price to students.

The Company has extended its skill based training programmes into online by an exclusive portal (www.pentamedia.in/elearning) in both Digital Media & Software. This eLearning revolves around its dependence on study material, supplied as e-file to learners to various locations where the primary interaction between the learner and the experiences of their learning occur via networked computer technology. Increasingly, learning management systems are serving as the basis for building online programs where the education experience is entirely meditated through a digital interface.

Dividend & Reserves

Taking into account overall financial performances of the Company Your Directors do not recommend any dividend for the financial year 2014-15. Consequently no amount is transferred to General Reserve Account. To give effect on new depreciation and written off as per New Companies Act 2013, a sum of Rs149.65 Crore have been reduced from the general reserves.

Share Capital

The paid-up equity share capital of the Company as on 31st March 2015 stood at Rs.41.50 Crore. During the year under review, the Company has not raised its issued capital with different voting rights nor has granted any stock options or sweat equity and none of the directors hold instruments is to be converted as equity shares as on 31st March 2015. Mrs. Sumathi Sridharan (DIN: 00162055) Director, holds 10000 equity shares in the company.

Deposits

During the year under review, Your Company has not accepted any Deposits within the meaning of provisions of Chapter V of the Companies Act 2013 (Acceptance of Deposits by Companies) read with the Companies (Acceptance of Deposits) Rules, 2014.

Risk Management

Your Company has a robust Risk Management policy, The Company through a steering committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. A detailed Risk Management policy of the Company to have good Corporate Governance is hosted in the Company's official website www. pentamedia.in

Internal Control Systems and Their Adequacy

Your Company is having a sound internal system, which enables that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. The classification and accounting of assets is carried out as per the standard procedures followed by the Company. This system is further supplemented by internal audit carried out by an independent Chartered Accountant and periodical review by management. The Audit Committee of the Board of Directors, Statutory Auditors and Heads are periodically appraised of the internal audit findings and corrective actions taken.

Directors

During the year under review, the Company has appointed Mr.R.Swaminathan as additional and Independent Director of the Company with effect from 29th May 2015 for a period of five consecutive years. At the 38th Annual General Meeting held on 28th August 2014, Mr. S.D.Viswanathan (DIN 00162156) and Mr. R. Kalyanaraman (DIN 00041770) were appointed as Independent Directors for a period of 5 years with effect from 28th August 2014 for a term upto the conculsion of 43rd Annual General Meeting to be held in the calendar year 2019. They are not liable to retire by rotation. Director Mrs.Sumathi Sridharan retires by rotation and, being eligible, offer herself for re-appointment. The Directors recommend Mrs.Sumathi Sridharan for re-appointment.

Finance & Accounts

Your Company prepares its financial statements in compliance with requirements of Section 134 of Companies Act 2013 and generally accepted accounting principles (GAAP) in India.

Software

IT & I TeS

India is the world's largest sourcing destination for the information technology (IT) industry, accounting for approximately 52 per cent of the US$ 124-130 billion market. The industry employs about 10 million Indians and continues to contribute significantly to the social and economic transformation in the country. The IT industry has not only transformed India's image on the global platform, but has also fuelled economic growth by energising the higher education sector especially in engineering and computer science. India's cost competitiveness in providing IT services, which is approximately 3-4 times cheaper than the US, continues to be its unique selling proposition (USP) in the global sourcing market. The Indian IT and ITeS industry is divided into four major segments - IT services, business process management (BPM), software products and engineering services, and hardware.

The IT-BPM sector in India grew at a compound annual growth rate (CAGR) of 25 per cent over 2000-2013, which is 3-4 times higher than the global IT-BPM spend, and is estimated to expand at a CAGR of 9.5 per cent to US$ 300 billion by 2020. Indian IT's core competencies and strengths have placed it on the international canvas, attracting investments from major countries. The computer software and hardware sector in India attracted cumulative foreign direct investment (FDI) inflows worth US$ 13,788.56 million between April 2000 and December 2014, according to data released by the Department of Industrial Policy and Promotion (DIPP).

Indian Government Initiatives, the adoption of key technologies across sectors spurred by the 'Digital India Initiative' could help boost India's gross domestic product (GDP) by US$ 550 billion to US$ 1 trillion by 2025. India continues to be the topmost offshoring destination for IT companies followed by China and Malaysia in second and third position, respectively. Emerging technologies present an entire new gamut of opportunities for IT firms in India. Social, mobility, analytics and cloud (SMAC) collectively provide a US$ 1 trillion opportunity. Cloud represents the largest opportunity under SMAC, increasing at a CAGR of approximately 30 per cent to around US$ 650-700 billion by 2020. Social media is the second most lucrative segment for IT firms, offering a US$ 250 billion market opportunity by 2020.The US$ 12 billion plus rising Indian e-commerce business market is witnessing a rush of hiring and may need 100,000 people over the next six months, as per industry experts. The industry offers a slew of opportunities and scope for innovation thereby attracting the young mind to push their limits.

Internet & E-Commerce

India's internet economy is expected to touch Rs 10 trillion (US$ 161.26 billion) by 2018, accounting for 5 per cent of the country's gross domestic product (GDP), according to a report by the Boston Consulting Group (BCG) and Internet and Mobile Association

of India (IAMAI). In December 2014, India's internet user base reached 300 million, the third largest in the world, while the number of social media users and smartphones grew to 100 million. The private equity (PE) deals increased the number of mergers and acquisitions (M&A) especially in the e-commerce space in 2014. The IT space, including e-commerce, witnessed 240 deals worth US$

3.8 billion in 2014, India also saw a ten-fold increase in the venture funding that went into internet companies in 2014 as compared to

2013. Internet should be a basic human right, say 87 per cent of internet users in India, compared with 83 per cent globally, according to a report by Centre for International Governance Innovation (CIGI).

Cloud Services

Public cloud services revenue in India is expected to reach US$ 838 million in 2015, growing by 33 per cent year-on-year (y-o-y), as per a report by Gartner Inc. In yet another Gartner report, the public cloud market alone in the country was estimated to treble to US$

1.9 billion by 2018 from US$ 638 million in 2014. The increased internet penetration and rise of e-commerce are the main reasons for continued growth of the data centre co-location and hosting market in India.

E-Book publishing

In India now E-books are getting attention by publishers as well as readers. There is a lot of speculation going on e-book market in India. By 2016, US publishers will have 50% of their revenue through its eBook sales currently it is at 20%) and eBook sales in India will be 10-20% of total sales. s predicted by all major publishing houses and the usage trends, e-books are only getting better. Greater integration and usability with widespread reading devices that can be used on the move, advanced interactivity, audio books, word meanings and pronunciations, references, quick translations, and easy search are just some of the features of enhanced e-books. The customers are demanding greater features and rich e-book content. The opportunity for publishers is expanding significantly.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure A" as per section 92 of the Companies Act 2013.

Key Managerial Personnel

During the year under review, the Company has appointed/resigned following persons as Key Managerial Personal

Name of the person Designation Appointed/Resigned

Mr.V. Chandrasekaran Managing Re-appointment Director

Mr.V.Venkataramanan Chief Financial Appointed Officer

Mr.G.Swaminathan Company Secretary & Resigned Compliance Officer

Mr.T.S.Srinivasan Company Secretary & Appointed Compliance Officer

Mr.R.Swaminathan* Independent Director Appointed

Name of the person With effect from

Mr.V. Chandrasekar 01.11.2014

Mr.V.Venkataramana 01.11.2014

Mr.G.Swaminathan 15.09.2014

Mr.T.S.Srinivasan 01.10.2014

Mr.R.Swaminathan* 29.05.2015

*appointed as additional director subject to the approval of shareholders at the ensuing Annual General Meeting.

Board Evaluation of Board's Performance

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, composition of the Board and its Committees.

Number of the meetings of the Board

The Board had met (6) times during the financial year ended 31st March 2015, on 23rd May 2014, 27th June 2014, 7th August

2014, 30th September 2014, 30th October 2014 and 30th January 2015. The details of the meetings are given under the Report on Corporate Governance.

Particulars of Loans,Gurantees or Investments By Company (u/s 186)

The complete details of loans, guarantees and Investments as per the provisions of Section 186 of Companies Act 2013 are given in the notes on accounts of the financial statements.

Vigil Mechanism/Whistle Blower Policy

The Company has taken steps to establish the Vigil Mechanism/Whistle Blower Policy as is stipulated in the clause 49 of the Listing Agreement and Pursuant to Section 177(9) & 177(10) of the Companies Act 2013. This provides a mechanism to raise concerns about actual or suspected frauds, unethical behaviour, safeguards against victimization of employees, etc, and the same has been posted in the official website of the Company www.pentamedia.in.

Nomination and Remuneration Policy

Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company including criteria for selection and appointment of Board Members.

The constitution of committee is as follows:

1. Mr.R.Kalyanaraman - Chairman

2. Mrs.Sumathi Sridharan - Member

3. Mr.S.D.Viswanathan - Member

The detail of the policy is given in the Report on Corporate Governance.

Related Party Transactions

All transactions entered by the Company with Related Parties were in the ordinary course of business and at arms' length basis and that provisions of Section 188 of the Companies Act 2013 are not attracted . Hence the disclosure in form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the promoters,directors or key managerial personnel. All related party transactions were placed before the audit committee and board for approval and an omnibus approval was obtained on quarterly basis.

The Company has formed a policy on related party transactions through standard operating procedures for the purpose of identification and monitoring of such transaction, which has hosted in the Company's official website www.pentamedia.in

Significant and Material Orders passed by the Regulators or Courts

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

Directors Responsibility Statement

Pursuant to the requirement under Section 134 (3)(c) of the Companies Act, 2013, in relation to the Annual Financial Statements for the Financial Year 2014-2015, your Directors confirm that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at 31 March, 2015 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following as per the applicable accounting standards along with proper explanation relating to material departures;

b) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2015, and, of the profit of the Company for the year ended on that date; and

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

d) that the annual accounts for the year ended 31st March , 2015 have been prepared on a 'going concern' basis;

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

f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Declaration from Independent Directors

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act 2013 (Act) stating that the Independent Directors of the Company meet with the criteria of Independence laid down in Section 149(6) of the Act.

Statutory Auditors

Pursuant to Section 139 of the Act and Rules made thereunder, M/s. Babu Peram & Associates, Chartered Accountants were appointed as statutory auditors of the Company at the last annual general meeting held on 28th August, 2014 for a period of 5 years commencing from the closure of the 38th Annual general Meeting till the closure of the 43rd Annual General Meeting, subject to ratification by the members at every AGM. Accordingly, your directors recommend the ratification of the appointment of M/s. Babu Peram & Associates as statutory auditors of the Company from the conclusion of the 39th Annual General Meeting till the conclusion of the 40th Annual General Meeting.

Internal Auditors

The Company has appointed M/s.Anand & Madhan,Chartered Accountants (Firm Reg. No.009671S),Chennai as Internal Auditors of the Company for the financial year 2014-15.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Mr.R.Sridharan of M/s.R.Sridharan & Associates, Company Secretaries in Practice (CP No.3239),Chennai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this report.

Explanation and Comments

The reports of Statutory auditors and that of the Secretarial Auditors are self explanatory and have no adverse comments Material Change

There is no material change or commitments after the closure of the financial year.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No. of complaints received - Nil

No. of complaints disposed off - Not Applicable

COMPOSITION OF AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, 2013, the Audit Committee was reconstituted by the Board of Directors and consists of the following members:

1. Mr. R. Kalyanaraman - Chairman

2. Mr. S D Viswanathan - Member

3. Mrs. Sumathi Sridharan - Member

The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recom- mendations during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company through its Corporate Social Responsibility Committee had formulated a CSR policy as required under Section 135 of the Companies Act, 2013.

The following is the composition of the Corporate Social Responsibility Committee.

a) Mr. R. Kalyanaraman - Chairman

b) Mr.S.D.Viswanathan - Member

c) Mrs. Sumathi Sridharan - Member

SCOPE OF CSR POLICY

This policy will apply to all projects/programmes undertaken as part the Company's Corporate Social Responsibility and will be developed, reviewed and updated periodically with reference to relevant changes in corporate governance, international standards and sustainable and innovative practices.

The policy will maintain compliance and alignment with the activities listed in Schedule VII and Section 135 of the Companies Act 2013 and the rules framed there under.

CSR POLICY IMPLEMENTATION

The Company shall undertake CSR project/programmes identified by the CSR Committee and approved by the Board of Directors in line with the CSR Policy.

The CSR Policy of the Company is uploaded in the website of the Company www.pentamedia.in.

The spending on CSR activities is not applicable to our Company.

VIGIL MECHANISM

The Company has devised a vigil mechanism in pursuance of provisions of Section 177(10) of the Companies Act, 2013 for Directors and employees to report genuine concerns or grievances to the Audit Committee in this regard and details whereof are available on the Company's website.

CORPORATE GOVERNANCE REPORT

A report on corporate governance, giving the status of implementation of mandatory and non-mandatory norms, as per clause 49 of the listing agreement is attached and forms part of the Directors' Report. The Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A Certificate from the Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report

Human Resources

The Company takes pride in the commitment, competence and dedication shown by its employees (including outsourced) in all areas of business. The Company is committed to nurturing, enhancing and retaining top talent through superior learning & organization development as a part of Corporate HR function. It is a critical pillar to support the organization growth and its sustainability over the long run.

Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo

Your Company is into the business of Digital Media & Software for projects, products,consultancy & training. Since this business does not involve any manufacturing activity, most of the Information required to be provided under Section 134(3)(m)) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are Nil / Not applicable.

However the information, as applicable, are given hereunder:

a) Conservation of Energy

During the year, due to power scarcity the consumption of power & fuel were Rs 7.69 lacs as against Rs 7.71 lacs of pervious year. The Company is taking all the measurements for optimal use of energy to avoid wastages and conserve energy as far as possible

b) Technology Absorption

Your Company using latest technology into its Media & Software with audio and video compression to make available the Edutainment, Entertainment & Infotainment in single platform to a common man.

c) Foreign Exchange Earnings and Outgo

During the year, foreign exchange earnings & outgo is NIL Particulars of Employees

The information relating to employees to be disclosed under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 is annexed to and forms part of this report.

Appreciation

Your Company to express its appreciation for the continued co-operation of the Statutory Authorities both state and central , Banks & Financial Institutions, Associates, vendors and major shareholder M/s.Kotak Mahindra Bank Ltd.

Your Company is also wish to thank all employees including the outsourced for their contribution and support throughout the year.

Date : 24.07.2015 V. Chandrasekaran R. Kalyanaraman Place : Chennai Managing Director Director (DIN: 00158019) (DIN: 00041770)


Mar 31, 2014

Dear Members,

The Directors are pleased to present the Thirty Eighth Annual Report on the business and operations of your company together with the Audited Financial Statements of the Company for the year ended 31st March 2014. The Management Discussion and Analysis is given as part of this Report.

Financial Highlights (Rs.in Crore)

Particulars 31st March, 2014 31st March, 2013

Net Sales / Income from Operation and other income 5.00 5.31

Total expenditure 2.19 2.65

Finance charges Nil Nil

Gross Profit / (Loss) after finance charges but before Depreciation 2.81 2.66

Depreciation 2.09 2.40

Profit before exceptional items & tax 0.72 0.26

Provision for Taxation

- Tax expense Nil 0.05

- Deferred Tax Asset 0.09 0.21

Exceptional items

(Written off investments due to closure of overseas subsidiaries and part of current (139.38) Nil assets)

Profit/ (Loss) after tax (138.57) 0.42

Balance (Profit/Loss) carried forward (126.03) 12.54

Financial Performance

During the financial year 2013-14, your Company reported an income of Rs. 5.00 crores against Rs. 5.31 of previous year. The net profit before exceptional items is Rs.0.72 Crores against Rs.0.26 Crores of previous year. The loss after exceptional items is Rs.138.57 Crores. The exceptional items primarily comprised of write-off investments due to closure of overseas subsidiaries. The write-off also comprises of obsolescence of digital contents in assets, inventory and debtors, which are non realizable.

Business Overview

The Company is in the business of Media & Software involving the activities in Products, Projects, Consultancy & Training.

The Company has been pioneer in Media & Software. The Company produced/associated 9 animation films from 1995 to till date viz., "King and I","Sindbad", "Alibaba" (Oscar nominated), "Pandavaas" (Won Indian National Award), "Son of Alladin", "Buddha" (Oscar Nominated), "Gulliver Travels" (Oscar Nominated) , "Jai Vigneswara" & "Gulliver and the Lilliputs" .

During the year, the Company released its 9th digital 3D animation film "Gulliver and the Lilliputs" (with glasses) December 2013 in available 3D theatres in India. The marketing & selling of this movie to Broadcasting, DVD, and Pay-per-View, Online etc. for both domestic and overseas territories are in progress. Production of 10th digital 3D animation film "Mustafa versus Magician" (with glasses) is in progress. Production for TV episodes viz., "Zen Stories", "Thirukkural Stories" & "Proverb based stories" in 2D animation are in progress.

The training programmes offered under "Digital Media" are "How to Make 2D/3D Animation for Film & TV", "How to Make Special / Visual Effects for Film", "Video Editing", "Game Development" etc through our training centre and other franchisee & online models. The trainees are given 3 to 6 months live projects and on completion the Company will recruit deserving candidates.

The Company merged M/s. Pentasoft Technologies w.e.f 01.10.2008 vide High Court of Madras order dt.03.08.2009. The Company is able to concentrate on both the software and media activities. Upon this merger, M/s.Esoftcom Mauritis Ltd. which was 100% subsidiary of Pentasoft Technologies became a 100% subsidiary of the Company. The Company all these years has been concentrating in latest and futuristic technologies on the digital field.

The technology in hardwares & softwares have gone through a sea change from Main Frame, Mini & Desktops to Tabs, Mobiles & Notebooks with latest operating system which were designed for more intereactiveness and user friendliness . Thus it enables the work to be done from anywhere facilitating work from home concept. The new Operating Systems such as Android, iOS, Chrome usage of Cloud Computing have become one of the main tools to redesign and re-engineer the existing systems on Finance, Insurance, Healthcare, Transportation, Hotel Management etc.

The Company is conducting the training in software viz., "Apps Development for Mobile & Tablet in Android,iOS,Windows", "Apps Development using PhoneGap", "Virtualization & Cloud Computing" . These courses are being conducted under "Tech Masters".

The Robotics is going to play an important role in day-to-day human life in future and the Company is tying up with few associates / partners for Robotics training and development. The training in CAD/CAM is another area which has large potential in 3D printing and developing customized products from homes. The Company is in the process of imparting training in these areas to develop skills for future business deals.

Company with its futuristic approach is preparing freshers/professionals for present & future requirement in International Market. To bring down the gap between Industry & Institutions, the Company is regularly conducting free seminars , workshops & hands-on- training. Last year around 200 plus Engineering, Viscom and school students participated in these activities.

Exceptional / Written-off items

In the year 1999-2000, Pentamedia formed a SPV (Special Purpose Vehicle) viz., NumTV Limited, Mauritius with an investment of $4 million & Pentasoft formed a SPV (Special Purpose Vehicle) Esoftcom Mauritius Ltd with an investment of $16.1 million, since Mauritius has preferred because of the excellent trade arrangement with Asia & Africa and Europe countries. So far, the parent Company received around $78 million in various in-flows as Foreign Inward Remittance (FIRCs) from these subsidiaries.

Due to change in global business environment and slow down , the commercial operations of these subsidiaries have been suspended from October''2011, to reduce the cost and to have effective control from India as reported in the Annual Report 2011-12. Subsequently these subsidiaries have been closed officially in 2013 by adopting the required procedures. Upon the closure of the subsidiaries, the corresponding investments of Rs.92.73 Crores and part of current assets of the Company such as Products Rights to the tune of Rs.10.24 Crores, CWIP to the tune of Rs.8.25 Crores, Loans & Advances to the tune of Rs.19.58 Crores, Sundry Debtors to the tune of Rs.0.57 Crores and Inventories to the tune of Rs.8.01 Crores have been written-off totaling to Rs.139.38 Crores which was placed before the Board of Directors at its meeting held on 23th May 2014 & 27th June 2014. A detailed report on this write-off is given in Part "B" to Notes on Accounts forming part of this annual report.

CEO/CFO Certification

In compliance with provisions of Clause 49(V) of the listing agreement, the requisite certification from CEO and Head- Finance for the financial year 2013-14 was placed before the Board of Directors of the Company at its meeting held on 27th June 2014.

Public Deposits

Your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

Statutory Dues

The issues and appeals are on various stages with the Income Tax department. The volume of claims / refunds cannot be quantified. The Company is confident of getting favourable orders as the Company was 100% EOU under STP/EHTP Scheme till 2010.

Dividend

Your Directors do not recommend any dividend for the financial year 2013-14 to conserve cash resources for future. Consequently no amount is transferred to General Reserve Account.

Directors

"In accordance with provisions of Section 203 of Companies Act 2013 and SEBI''s amendment in Clause 49 of the listing agreement of BSE Limited in terms of separation of Chairman & Managing Director of Company, Mr.V.Chandrasekaran is continuing as "Managing Director" of the Company.

In accordance with the provisions of Section 149 the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of Independent Directors form part of the Notice of the Annual General Meeting. All other Directors, except the Managing Director, will retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-election.

Changes during the year

a) Mr.V.Chandrasekaran,Chairman & Managing Director is continuing as "Managing Director" of the Company as per the provisions of Companies Act 2013.

b) Mr.G.Swaminathan has been appointed as Company Secretary & Compliance officer with effect from 1st December 2013 subsequent to the resignation of Ms.A.Menaka,Company from the post of Secretary & Compliance officer with effect from 1st December 2013

Corporate Social Responsibility (CSR)

Your company is continuing in supporting the CSR initiatives by following the strategy that enables realisation of twin goals of shareholder value enhancement and societal value creation based on a belief that a business cannot succeed in a society that fails and therefore it is imperative for business houses, to invest in the future by taking part in social building activities. In line with recent regulatory guidelines and in order to align the Company''s operations with the objective of inclusive growth and to integrate CSR programmes with the business value chain the Company is constantly evolving to the latest requirements. Any assistance required in this please contact the Company.

Green Initiatives

As a Green Initiative in Corporate Governance, the Ministry of Corporate Affairs (MCA) vide its circular dated 21st April 2011, allowed companies to send various notices and documents, including Annual Reports to shareholders through electronic mode & As per the Section 108 of new Companies Act 2013 to provide eVoting facility to the registered email id of the shareholders. In this regard, the Company requests all its members to register their E-mail ID to respective depository participant''s (DP''s) alternatively visit http://green. cameoindia.com and register E-mail ID so as to enable us to communicate the reports and other updates electronically

Director''s Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, in relation to the Annual Financial Statements for the Financial Year 2013-2014, your Directors confirm that:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at 31 March, 2014 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following as per the applicable accounting standards read with the requirements specified in Schedule VI of the Companies Act, 1956 and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2014, and, of the profit of the Company for the year ended on that date; and

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Auditors

M/s. Babu Peram & Associates, Chartered Accountants, bearing Firm Reg. No. 012721S be and are hereby appointed as the Statutory Auditors of the Company in place of the retiring Auditors M/s. Sudhindran & Co., Chartered Accountants, bearing Firm Reg. No. 006019S who have shown their unwillingness to be re-appointed.

Particulars of Employees

Relations with employees continued to be cordial throughout the year. Your directors place on record their appreciation of the efforts, dedication, commendable teamwork and exemplary contribution of the employees in the various initiatives of the Company and contributing to the performance of the Company during the year under review. Apart from regular employees, the Company is also hiring the consultants as full-time , part-time and outsources for our business activities in Media & Software.

Information under Section 217(2A) of the Companies Act, 1956.

There were no Employees of the company covered under the provisions of Section 217(2A) (a ) (iii) of the Companies Act, 1956 read with Companies (Particulars of Employees ) Rules,1975 as amended.

Business Responsibility Report

The Business Responsibility report as per Clause 55 of the Listing agreement with the Stock Exchange(s) is not applicable to your Company for the financial year 2013-14.

Internal Control System

Your Company is having a sound internal system, which enables that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. The classification and accounting of assets is carried out as per the standard procedures followed by the Company. This system is further supplemented by internal audit carried out by an independent Chartered Accountant and periodical review by management. The Audit Committee of the Board of Directors, Statutory Auditors and Heads are periodically appraised of the internal audit findings and corrective actions taken.

Human Resources

The Company takes pride in the commitment, competence and dedication shown by its employees (including outsourced) in all areas of business. The Company is committed to nurturing, enhancing and retaining top talent through superior learning & organization development as a part of Corporate HR function. It is a critical pillar to support the organization growth and its sustainability over the long run.

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

Your Company is into the business of Media and Training for Animation and Software. Since these activities involves more of mind products than body products through manufacturing activity, most of the Information required to be provided under 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 are given below.

Conservation of Energy

During the year, due to power scarcity the consumption of power & fuel were Rs 7.71 lacs as against Rs 8.86 lacs of pervious year. The Company is taking all the measurements for optimal use of energy to avoid wastages and conserve energy as far as possible

Technology Absorption

In its endeavor to deliver the best to its business partners , associates & students/trainees, your Company is constantly active in harnessing and tapping the latest and best technologies in the industry viz. Stereoscopic conversion, Cloud & Mobility, Robotics, Apps for Mobile/Tablets etc.

Foreign Exchange Earnings and Outgo

During the year, foreign exchange earnings & outgo is NIL

Corporate Governance

Your Company has been constantly reassessing and benchmarking itself with well-Established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement. A separate report on Corporate Governance is provided as part of this Annual Report, together with a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s). A Certificate of the Managing Director and Head Finance of the Company in terms of sub-clause(v) of Clause 49 of Listing Agreement, inter alia, confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed. The Ministry of Corporate Affairs has made majority of the provisions of the Companies Act, 2013 effective from 1st April, 2014. The new act is a positive step towards strengthening corporate governance regime in the country. Your Company is already in substantial compliance of most of the governance requirements provided under the new law. Your Company has proactively adopted provisions related to formation of Nomination and Remuneration

Acknowledgement

Your Directors wish to place their sincere appreciation of the co-operation and support received from shareholders, institutions, Ministry of Corporate Affairs, Registrar of Companies, Securities Exchange Board of India, Stock Exchanges, State & Central Governments, Other regulatory authorities, Educational institutions , Students/Trainees and other business constituents during the year under review. The Regular employees, Consultants, Part-time employees & Ex- Pentamedians are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by them during the year.

Date : 27.06.2014 On Behalf of the Board

Place : Chennai V. Chandrasekaran R. Kalyanaraman

Managing Director Director


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their Thirty Seventh Report of the Company together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

Financial Highlights

(Rs.in lacs)

Particulars 31st March, 2013 31st March, 2012

Net Sales / Income from Operation and other income 531.16 607.16

Total expenditure 265.72 380.28

Finance charges 0.17 0.27

Gross Profi t / (Loss) after finance charges but before Depreciation 265.27 226.88

Depreciation 240.38 160.54

Provision for Taxation

Tax expense 4.74 12.64 Deferred Tax Asset 21.08 5.02

Profi t / (Loss) brought Forward 41.22 58.72 Appropriation 1254.25 1213.03

Balance profi t/Loss) carried forward 1254.25 1213.03

Operations Review

The Company has made a total turnover of Rs.531.16 lakhs and a gross profi t of Rs.265.27 lakhs which amounts to 49.94% of the total turnover in this year compared to 37.36% in the previous year. This was possible due to the additional efforts taken by the company towards effective marketing and cost cutting methods. The net profi t of the company is 41.22 lakhs after taking into account the depreciation of Rs.240.38 lakhs which compared to Rs.58.72 lakhs of net profi t in the previous year. The increase in depreciation is due to additions to the fi xed asset during the year. The consolidated net profi t is Rs.38.13 lakhs as compared to the parent company net profi t of Rs.41.22 lakhs. The company has closed down its subsidiaries and all the operations have been carried on from India. This decision was taken to have an effective control on the overall business under the present international scenario.

Business Overview Projects

Pentamedia is enhancing its marketing activities through our associates and pushing to sell the software products and digital contents in the international market, this year the post-production of "Gulliver and the Lilliputs" new version of digital 3D animated movie has been completed and ready for release. It will be multiple language release in India and English release internationally. Production of a new version of 3D animation movie "Mustafa & Musician" is in progress. Three more digital 3D animation movies are in various stages of Production pipeline. Our Multi-picture offering is an unique value proposition for Children brands sponsors, platform exhibition and syndication. Being a pioneer in Digital Animation, our company evolved best practices, customized production pipeline tools and use of open source tools, with cloud computing shared resources to reduce the production cost within a short time frame. The Original digital assets from our large Digital library with over 2000 minutes of Computer Graphics work was tested for its data recovery, fi le naming convention, data integrity and compatibility to industry popular fi le formats to be used in today’s tools. Proven practices and companies leadership in technology are clear indication on the recovery of existing digital assets and repurposing them to meet the needs of today’s production. In the line with present trend of remixing & re-creating the old music & movies, the Company also planning to convert some of our animated movies viz., "Sindbad Beyond the Veil of Mists" ,"Pandavas","Son of Alladin" etc to latest Digital 3D animation / Stereoscopic technology to view by 3D Glass as there are number of 3D theatres available in India.

Pentamedia is pioneering to use open source tools for its production pipeline to bring cost effi cient content delivery without compromise on quality of production. As open source is not adapted easily by senior talents, its an opportunity for fresh talents to step in to show case their capability and pave way for better employability opportunity with good showcasable experience working with us. We are partnering with Visual Arts Institutions to bring this experience and opportunity to aspiring students to see them grow to lead as the 2000 media artist trained by us leading the key departments of 300 animation and digital content service companies in the country. Pentamedia initiative on Mobile Programming across platform (ios, java and windows based smart devices) will be for applications and digital content.

Training

Software Training in "New Media"-latest technology is being conducted viz., Mobile apps development for Android, iOS & Windows and "Virtualization & Cloud Computing". Trained skills will be used to convert some of available software products viz., Banking, Insurance, Healthcare etc. in the form of Apps as required in the present trend. 3D Animation and VFX training is offered in Open Source Platform Blender. All our courses are with live projects to give the necessary industrial experience to make the learners employable. We offer Individual, Corporate and Institutional training.

The Company has taken initiatives to bridge the gap between industry & educational institutes, during the year have conducted free seminars on "Visual Entrepreneurship & Digital Contents" and workshops on "Mobile Apps Development" & "Cloud Computing" for around 50 colleges including Loyola, MOP Vaishnav, Alpha Arts & Science, SIET, Ethiraj, Madras Christian College,DB Jain, Meenakshi College, Hindusan College, Veltech Institute, Auxillum College, New College, SS Jain College etc.

Some of the major university/institutions have shown their interest to have "4 Staged Industry tie-up" for their students and faculty, through our unique Collaborative learning partnership program. Draft MOUs are being exchanged & to be rolled out in the 2013-14 academic year onwards, with the training imparted in new technology emerging areas, the Company has a large scope of increasing its operations internationally.

The software requirement is changing from computers to tablets & mobile phones and the new operating systems viz., iOS, Android, Windows 8, Chrome etc.

Subsidiaries / Investments

Subsidiaries: NumTV Limited (Mauritius) and Esoftcom (Mauritius) Limited are the 100% subsidiaries of the Company.

As the Members are aware, the Ministry of Corporate Affairs towards supporting green initiative, has provided general exemption to companies vide General Circular No: 2/2011 dated.08.02.2011 from complying with Section 212 (8) of the Companies Act, 1956, provided such companies publish the audited consolidated fi nancial statements in the Annual Report. Your Board has decided to avail the said general exemption from applicability of provisions of Section 212 of the Companies Act, 1956, and accordingly, the Annual Report 2012-13 does not contain the fi nancial statement of subsidiaries. The audited annual fi nancial statements and related informa- tion of subsidiaries will be made available on request by any shareholder of the Company, or for inspection at the registered offi ce. The same will be published on our offi cial website www.pentamedia.in. The Subsidiaries whose fi nancials refl ect a turnover of Esoftcom amounting to NIL with a net loss of 0.002m and turnover of NumTV amounting to NIL with a net loss of 0.003m. As explained in the last year Annual General Meeting, the commercial operations of these subsidiaries was suspended from October 2011, thus reducing the overheads in overseas and the parent Company directly dealing the overseas customers from India. This has been resulted the increase in profi t margin by 49.94% from the sales which was 37.36% in the previous year. Hence there will not be any consolidated accounts from this fi nancial year onwards as these subsidiaries are closed.

CEO/CFO Certifi cation

The requisite certifi cation from CEO and Head- Finance for the fi nancial year 2012-13 under Clause 49(V) has been placed before the Board of Directors of the Company.

Consolidated Financial Statements

The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards (AS-21, AS-23, and AS-27) issued by the Institute of Chartered Accountants of India and the same together with Auditors’ Report thereon form part of the Annual report.

Public Deposits

Your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

Statutory Dues

Income Tax demands & refund issues have been referred to ITAT & High Court of Madras for the previous years as the Company’s is 100% EOU with benefi ts under STPI & EHTP scheme till 2010. The Company is confi dent of winning from this issues.

Dividend

Your Directors do not recommend any dividend for the fi nancial year 2012-13 to conserve cash resources for future. Consequently no amount is transferred to General Reserve Account.

Directors

Mrs. Sumathi Sridharan, Director retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment, which the Board recommends.

A brief resume of Director retiring by rotation at the ensuing annual general meeting, nature of her expertise in specifi c functional areas, and names of Companies in which she holds directorship and / or membership/ chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement are given in the section on Corporate Governance elsewhere in the Annual Report.

Changes during the year

a) Mr. Krish Narayanan has resigned as "Director and CEO" with effect from November 1, 2012

b) Mr.V.Chandrasekaran was appointed as Chairman & Managing Director of the Company from Non-Executive Chairman with effect from November 1, 2012 for a period of one year.

c) Mr. R.Kalyanaraman was appointed as an Additional Director with effect from November 1, 2012.

d) Mr.Joseph Jerome, Director had resigned with effect from December 28, 2012.

e) Consequent to the resignation of Mr.Krish Narayanan, Company Secretary & Compliance Offi cer, Mrs.A.Menaka has been appointed as Company Secretary and Compliance Offi cer with effect from November l, 2012.

Corporate Social Responsibility (CSR)

Your company is continuing in supporting the CSR initiatives with following activities:

a) Last year the Company have started exclusive training programme "Junior Animator" for school children’s & youngsters to bring out new talents in Animation & Muiltimedia to cater to the skill requirements as required by the industries.

b) The Company has taken initiatives to bridge the gap between industry & educational institutes, during the year have conducted free seminars on "Visual Entrepreneurship & Digital Contents" and workshops on "Mobile Apps Development" & "Cloud Computing" for around 50 colleges in Tamil Nadu.

c) Conducted tamilnadu state level "Character Drawing & Script Writing" competition for students & graduates to enhance to inbuilt creativity and imagination in the entertainment industry.

Environmental Awareness & Safety

Your Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

Green Initiatives

To fall in line with the Green Initiatives of GOI, your Company is geared up to meet the same in all spheres of its activities. That is strengthening to communicate both internally and externally by E-mail & Internet thereby creating a ‘paperless’ atmosphere in the Company.

As a Green Initiative in Corporate Governance, the Ministry of Corporate Affairs (MCA) vide its circular dated 21st April 2011, allowed companies to send various notices and documents, including Annual Reports to shareholders through electronic mode to the regis- tered email id of the shareholders. In this regard, the Company requests all its members to register their E-mail ID to respective deposi- tory participant’s (DP’s) alternatively visit http://green.cameoindia.com and register E-mail ID so as to enable us to communicate the reports and other updates electronically

Director’s Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confi rm having:

a) Prepared the Annual Accounts through the applicable accounting standards with proper explanation relating to material departures and strict adherence of principles of accounting and fi nancial management.

b) 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 fi nancial year and of the profi t of your Company for that period;

c) Taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company providing higher etiquettes in accounting and fi nancial manage- ment; and

d) Prepared the Annual Accounts on a going concern basis.

Auditors

M/s. Sudhindran & Co., Chartered Accountants, Chennai as Statutory Auditors of the Company holds offi ce until the conclusion of the ensuing Annual General Meeting and is eligible for re- appointment.

The Company has received letter from M/s. Sudhindran & Co., Chartered Accountants to the effect that their appointment, if made would be within the prescribed limits under Section 224(1B) of the Companies Act,1956 and that they are not disqualifi ed for such appointment within the meaning of Section 226 of the Companies Act,1956.

Particulars of Employees

Relations with employees continued to be cordial throughout the year. Your directors place on record their appreciation of the efforts, dedication, commendable teamwork and exemplary contribution of the employees in the various initiatives of the Company and contributing to the performance of the Company during the year under review. The consultants and creative people are hired on part-time basis for assignments on case to case basis.

Information under Section 217(2A) of the Companies Act, 1956.

There were no Employees of the company covered under the provisions of Section 217(2A) (a ) (iii) of the Companies Act, 1956 read with Companies (Particulars of Employees ) Rules,1975 as amended.

Internal Control System

Your Company is having a sound internal system, which enables that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. The classifi cation and accounting of assets is carried out as per the standard procedures followed by the Company. This system is further supplemented by internal audit carried out by an independent Chartered Accountant and periodical review by management. The Audit Committee of the Board reviewed issues raised by both Internal and Statutory Auditors.

Human Resources

Your Company takes pride in the commitment, competence and dedication shown by its employees (including outsourced) in all areas of business. Various Human Resource initiatives are taken to align the HR policies to the growing requirements of the business of the Company. Your Company has the credit of having produced high "Value Human Asset" during the last decade up to this period.

Conservation Of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

Your Company is into the business of Media and Training for Animation and Software. Since these activities do not involve any manu- facturing activity, most of the Information required to be provided under 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 are given below.

Conservation of Energy

During the year, due to power scarcity the consumption of power & fuel were Rs. 8.86 lacs as against Rs. 4.7 lacs of pervious year. The Company taking all possible steps for optimal use of energy to avoid wastages and conserve energy as far as possible

Technology Absorption / Research and Development

Your Company is constantly active in harnessing and tapping the latest technologies in the industry and during the year, your Company had implemented the "Quality Education and Services" in New Media viz., Mobile Apps Development and Cloud. In Digital Media, the Company has adopted the technology of conversion from 2D to 3D Animation. Traditionally Digital Media is capital intensive and skill intensive. Pentamedia adapted its pipeline to support open source digital media tools as part of its production pipeline. This creates complete capital saving and also showcase the capability of the tool to reach production standards. With today’s Cloud Resources, Rendering was completed in a record time using few cloud resources both private and public. Senior experienced Skilled resources were crossed trained on open source by professional mentors to expedite the learning curve during production. The Company has taken all possible efforts for optimal utilization of energy to avoid wastages as a measure of conservation of energy as "Energy Conserved is Energy Saved"

Foreign Exchange Earnings and Outgo

During the year, foreign exchange earnings were NIL whereas the outgo is Rs. 3.09 lacs

Corporate Governance

Your Company has been constantly reassessing and benchmarking itself with well-Established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement. A separate Report on Corporate Governance along with the Auditors’ Certifi cate on compliance with the Corporate Governance as stipulated in Clause 49 is set out in this Annual Report and forms part of this Report.

Appreciation

Your Directors wish to place their sincere appreciation of the co-operation and support received from shareholders, institutions, state & central governments, other regulatory authorities, Educational institutions , Students and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of dedication and commitment displayed by all employees including out-sourced & ex-pentamedian, resulting in the successful performance of the Company during the year.

Date: 29.05.2013 On Behalf of the Board

Place: Chennai V.Chandrasekaran

Chairman & Managing Director


Mar 31, 2012

The Directors are pleased to present the Thirty-sixth Audited Statement of Accounts of the Company for the year ended 31st March 2012.

Financial Results of 31st March Rs. in Lacs

Particulars 2012 2011

Net Sales / Income from Operations and other Income 607.16 668.79

Total Expenditure 380.01 394.50

Interest / Finance costs 0.27 0.22

Gross Profit / (Loss) after interest but before Depreciation 226.88 274.07

Depreciation and amortization expenses 160.54 204.58

Tax Expense (Net) 7.62 22.42

Profit / (Loss) brought forward 58.72 47.07

Appropriation 1213.03 1154.31

Balance profit carried forward 1213.03 1154.31

Business Overview

Pentamedia is providing high quality application orientated training in media and software, continues to utilize its digital assets and software products by re-engineering to the latest requirement including cloud computing. Last year witnessed sharp slowdown in the economy globally resulting fluctuations in currencies causing in the overseas operations undergoing a strain. Pentamedia is engaged in imparting Quality Application Training and Services by its own resources and through other associates. The Internet based e-learning is being improved to meet the various customers requirement on popular platforms. Your Company is in the process of establishing services as a high end at an affordable option in the education/training market. The infrastructural facilities which are under development will increase our handling of projects and products penetration in media and software. As a step towards reducing the gap between industries and educational institutions, Pentamedia has organized a 'Charcoal Drawing Competition' for Viscom and other college students. Pentamedia has started "Junior Animator Programme" for youngsters to bring out new talents in animation and multimedia to cater to the skill requirements as required by the industries. Being pioneers in Animation Technology, Pentamedia is showcasing its contents of live action and animation movies to its trainees bringing out the various changing technologies from yesterday to today and possibilities of tomorrow. Pentamedia is expanding its horizon in the development of its software products on other operating systems on modular basis. Various upcoming projects and products on media and software including apps on tablets and mobiles are in discussions with customers. The Company is planning Soft skill programmes on personality development, general management techniques, so that our training will be a one stop shop for personal, technical and creative skills. The pre-production of Animation films 'Kathy in Space' , "Sinbad - Secret of Colonis" on STEREOSCOPIC 3D technology is nearing completion. The pre-production for "Thirukkural Stories" in animation is in progress . The Company is evaluating strategic partners to support production, distribution and marketing of its contents.

Subsidiaries / Investments

NumTV Limited (Mauritius) and Esoftcom (Mauritius) Limited are the 100% subsidiaries of the Company. Members should be aware by this time, the Ministry of Corporate Affairs in order to support green initiative, has provided general exemption to companies vide General Circular No: 2 /2011 dated.08.02.2011 to comply with Section 212 (8) of the Companies Act, 1956, provided such companies publish the audited consolidated financial statements in the Annual Report. Your Board has decided to avail the said general exemption from applicability of provisions of Section 212 of the Companies Act, 1956, and accordingly, the Annual Report 2011-12 does not contain the financial statement of subsidiaries. The audited annual financial statements and related information of subsidiaries will be made available on request by any shareholder of the Company, or for inspection at the registered office. The same will be published on our official website www.penta-media.com. This is a step taken by your Company synchronize "Green Initiatives" of Government of India. The subsidiaries whose financial reflect a turnover of Esoftcom amounting to $0.39m with a net loss of $0.05m and turnover of NumTV amounting $0.92m with a net loss of $0.02m. With the overall economy being bleak the business prospects and lack of adequate skills, the Company has suspended the operations in Mauritius from Oct' 2011. Mayajaal equity shares has been extinguished upon the buy-back by Mayajaal Entertainment Limited as per the order of Company Law Board,Chennai bench (CP No. 106 of 2010) dated 1st March 2011. The proceeds has been utilised to settle the Debt Recovery Tribunal (DRT) orders O.A No. 95 of 2003, O.A No. 7 of 2004 & O.A. No. 76 of 2005 and High Court of Madras order CP No. 243 of 2008. The settlement has paved the way for expanding its operations in new areas through new associates, investors etc.

Public Deposits

Your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

Statutory Dues

The Company has obtained stay orders against Income Tax demands and have been in discussion with Income Tax to settle the issues regarding demands and refunds.

Dividend

Your Directors do not recommend any dividend for the financial year 2011-12 to conserve cash resources for future. Management Discussion and Analysis Report

Industry Outlook Media & Animation

India's role as a significant destination for outsourcing of works related to animation is a fact. But a larger fact that needs immediate attention is the strength of the Indian animation market to produce, create and develop exceptional animation work and workers to gain wider acceptance in the Indian markets itself. Today, there is an increasing section of audience, appreciators across age groups, who are emerging and interested in works related to animation. Experts believe that the potency of an animation film in the Indian film market is not emphasized strongly despite the viability and immense business sense of releasing animation films. Indian animation industry is set to clock stupendous growth in coming times. Animation, which encompasses gaming, web designing, television commercials, games for internet, personal computer and consoles, has a strong and wide reach across sectors. According to a report by auditing firm Pricewaterhouse Coopers on the Indian media & entertainment industry, the animation industry growth has presumed to be around Rs.1,100 crore in the year 2006 and it is expected to grow at a rate of 22% to reach Rs.5,400 crore at the end of 2014. There is enough scope for animation companies to grow in the Indian entertainment industry. There are two factors that would drive the growth of the animation industry namely high-skilled workers and low cost of production.

The Nasscom survey zeroed in on three key factors that are responsible for the growth of the Indian animation and gaming industry. It said that the cost competitiveness factor of Indian workforce plays a crucial role in the Indian animation industry. The survey also predicts that most mobile companies have realized that the model of co-production is quite feasible and lucrative. At present, most Indian companies are graduating from traditional outsourcing to co-production model. 3-D mobile games are also gaining popularity and it is expected that the future of the animation industry lies in this segment. Another study by industry body Associated Chambers of Commerce and Industry of India (Assocham) and Deloitte shows that the custom content development and education segments are expected to see huge momentum largely due to corporate e-learning programmes and would grow at 11% per annum. One of the observations of the study is that the rising number of TV channels, greater accessibility to internet, proliferation of mobile devices that leads to the popularity of video and gaming content are set to offer a huge potential for animation and character licensing. The applications of content technology are constantly changing from big screens to mobile screens and vice versa. The existing talents and new talents have to be trained to adopt this to close-ups, mid-shot & long-shot coloring schemes. So that the common man can use education, entertainment and edutainment applications on the devices on his/her preference.

Tamilnadu is playing a big game for animation industry by initiating the announcement that it will constitute an expert committee to promote the animation and gaming industry in india. Karnataka is first in the country to have a separate policy on animation, visual effects, gaming and comics industry in India. According to sources Tamil Nadu a lucrative outsourcing destination as well as attract venture capital funding for new entrants in the Animation Industry.

Strategic Planning

Your Company is in the process of venturing into strategic alliance for its expansion. Towards this business partner relationships with other leading training institutions is under progress and this will increase our marketing base exchange of technical know- how and relative advantage for our business activities as a whole.

Software & IT

The Indian software industry continues to add jobs at a fast clip despite the threat of a slowdown. The industry is estimated to close fiscal 2012 with an addition of around 230,000 jobs. As per NASSCOM, the Indian Rupee depreciation against the US dollar helps the industry only in the long-term perspective and businesses do not gain much during short term. IT companies entering new geographies, natural growth is happening in Europe, Latin America and Middle East". On employment in the IT industry, projections were made that 160,000 to 180,000 jobs should be created this year. Last year, NASSCOM had predicted that 200,000 new jobs would be created in the industry for the financial year 2011-12. IT industry revenues are set to grow at 16% but the number of people added is likely to grow only by 10%. Over the last many years, the Indian software companies have also added over 25,000 jobs in the US for local citizens. "The kind of numbers Indian companies are adding is unprecedented. They will have to hire from every part of the world. Over the last 20 years, the Indian IT industry has grown from $ 100 million to $ 100 billion, recording a phenomenal growth. Allocation for IT in India by central and state governments stands at whopping $ 10 billion but so far only $1 billon-$ 1.5 billion has been spent.

Directors

Mr.S.D.Viswanathan, Director retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment, which the Board recommends.

A brief resume of Director retiring by rotation at the ensuing annual general meeting, nature of his expertise in specific functional areas, and names of Companies in which he holds directorship and / or membership/ chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement are given in the section on Corporate Governance elsewhere in the Annual Report.

Changes in the year

Mr.Krish Narayanan has been appointed as Director & CEO w.e.f 01st February 2012. Consequent to this Mr.V.Chandrasekaran, Chairman & CEO has been re-designated as "Non-Executive Chairman" of the Company w.e.f 01st February 2012.

Mr.G.Swaminathan,Company Secretary & Compliance Officer has resigned from the Company and Mr.Krish Narayanan,Director & CEO has been appointed additionally as Company Secretary & Compliance Officer w.e.f 01st April 2012.

Corporate Social Responsibility (CSR)

Environmental Awareness

Environmental degradation and impact of global warming and climate change. These global threats, mirrored in India are perhaps larger in dimensions, can severely constrain human development and economic progress. To address the challenges emerging from these threats, your Company continues to pursue an 'Environmental Awareness' approach that subserves national priorities by creating larger societal value encompassing the creation of economic, environmental and social capital. The Company has made a animation short film in the interest of public "Environmental Awareness" which was telecasted in the regional television channels. The message to the society is sent through from this short film are conservation of water, planning more trees, reduce pollution with objective of protecting the nature, environment and mother earth. This film is also available in the link http://www.penta-media/showreel.html Similarly a short film on "Population" is produced by sending the message of increase in population to 7 billion at the end of 2011 and its impact on the universe.

Green Initiatives

To fall in line with the Green Initiatives of GOI, Your Company is geared up to meet the same in all spheres of its activities. That is strengthening to communicate both internally and externally by E-mail & Internet thereby creating a 'paperless' atmosphere in the Company. As a Green Initiative in Corporate Governance the Ministry of Corporate Affairs (MCA) vide its circular dated 21st April 2011, allowed companies to send various notices and documents, including Annual Reports to shareholders through electronic mode to the registered email id of the shareholders. In this regard, the Company requests all its members to register their E-mail ID to respective depository participant's (DP's) alternatively visit www.cameoindia.com/greenpage/ and register E- mail ID so as to enable us to communicate the reports and other updates electronically.

Director's Responsibility Statement

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors confirm having:

a) Prepared of the Annual Accounts through the applicable accounting standards with proper explanation relating to material departures and strict adherence of principles of accounting and financial management.

b) Selected such accounting policies and applied them consistently and made judgements 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;

c) 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 your Company providing higher etiquettes in accounting and financial management; and

d) Prepared the Annual Accounts on a going concern basis.

Auditors

M/s. Sudhindran & Co., Chartered Accountants, Chennai as Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re- appointment.

The Company has received letter from M/s. Sudhindran & Co., Chartered Accountants to the effect that their appointment, if made would be within the prescribed limits under Section 224(1B) of the Companies Act,1956 and that they are not disqualified for such appointment within the meaning of section 226 of the Companies Act,1956.

Particulars of Employees

Relations with employees continued to be cordial throughout the year. Your directors place on record their appreciation of the efforts, dedication, commendable teamwork and exemplary contribution of the employees in the various initiatives of the Company and contributing to the performance of the Company during the year under review. The consultants and creative people are hired part-time basis for assignments on case to case basis.

Information under Section 217(2A) of the Companies Act, 1956.

No Employee of the company is covered by the provisions of the Section 217(2A) (a ) (iii) of the Companies Act, 1956. Internal Control System

Your Company having a sound internal system, which enable that all assets are protected against loss from unauthorized use and all transactions are recorded and report correctly. The classification and accounting of assets is carried out as per the standard procedures followed by the Company. This system is further supplemented by internal audit carried out by an independent Chartered Accountant and periodical review by management. The Audit Committee of the Board reviewed issues raised by both Internal and Statutory Auditors.

Human Resources

Your Company takes pride in the commitment, competence and dedication shown by its employees (including outsourced) in all areas of business. Various Human Resource initiatives are taken to align the HR policies to the growing requirements of the business of the Company. Your Company has the credit of having produced high "Value Human Asset" during the last decade up to this period.

Conservation Of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

Your Company is into the business of Media and Training for Animation and Software . Since these activities do not involve any manufacturing activity, most of the Information required be provided under 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 are given below.

Conservation of Energy

During the year , the consumption of power & fuel were Rs. 4.7 lacs as against Rs. 3.85 lacs of pervious year. The Company taking all possible steps for optimal use of energy to avoid waste and conserve energy as far as possible.

Technology Absorption / Research and Development

Your Company is constantly active in harnessing and tapping the latest technologies in the industry and during the year, your Company had implemented the "Quality Education and Services" by Multimedia rendering systems and Multimedia Database. The Company has procured updated software in the user training divisions of "Maya" & Animation area. The Company has taken all possible efforts for optimal utilization of energy to avoid waste as a measure of conservation of energy as "Energy Conserved is Energy Saved"

Foreign Exchange Earnings and Outgo

During the year, foreign exchange earnings were $1.2m as against outgo of $0.43m by the parent Company.

Corporate Governance

Your Company has been constantly reassessing and benchmarking itself with well-Established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement. A separate Report on Corporate Governance along with the Auditors' certificate on compliance with the Corporate Governance as stipulated in Clause 49 is set out in this Annual Report and forms part of this Report.

By Order of the Board

Place: Chennai V.Chandrasekaran

Date: 27.07.2012 Chairman


Mar 31, 2011

Dear Members,

The Directors are pleased to present the Thirty-fifth Annual report of the Company with the Audited Statement of Accounts and the Auditor's Report for the year ended 31st March 2011.

Financial Highlights of 31st March 2011

Rs. 000s

Particulars Parent Consolidated

Total Income 66,879 259,675

Profit before Interest, Depreciation & Tax 26,869 88,903

Net Profit After Tax 4,706 55,655

Add : Surplus Brought Forward 110,725 965,459

Profit available for appropriation 115,431 1,021,114

Balance carried to Balance Sheet 115,431 1,021,114

Business Review

During the year turnover of parent is Rs. 668.79 lakhs against previous year of Rs. 1312.23 lakhs and profit is Rs. 47.06 lakhs against previous year of Rs. 317.86 lakhs. The consolidated turnover is Rs. 2596.75 lakhs against previous year of Rs. 5402.74 lakhs and the consolidated profit is Rs. 556.55 lakhs against previous year of Rs. 1570.46 lakhs. After merging M/s. Pentasoft Technologies Limited with the Company w.e.f 01.10.2008 as per the order dt.03.08.2009 of Hon'ble High Court of Madras the shares allotted were relisted in Bombay Stock Exchange from Feb'2010. The media and software restructuring undertaken by the company will be fully effective from the current year.

Operations Review

Media

During the year, Pentamedia has executed projects in 2D & 3D Animation for various clients including Banks & Advertising Companies. With the worldwide deployment of Theatrical STEREOSCOPIC 3D Technology gaining momentum, the company is in the process of exploring and evaluating the option of converting some of its own 2D/3D films – SINDBAD, PANDAVAS, ALIBABA & LEGEND OF BUDDHA into STEREOSCOPIC 3D Technology where by further revenue potental can be exploited. The pre-production/producton of Animation films 'Kathy in Space' and 'Tarzan and the Aliens' are being reworked to make it more effective for the new STEREOSCOPIC 3D technology.

Software

The company is in the process of updating software products in banking and insurance domain to enable them to work on new platforms including mobile phones and tablets. It also has executed application oriented projects in the following areas;

- Security Systems for Commercial Properties

- Banking Application for ATM

- Global Positioning System (GPS) for Vehicles

- Software Modules for Bharath Operating System

- Stereoscopic media conversion from 2D to 3D

- Application development on i-phone & i-pad

- Application development on Android & Symbian

- Application system for Multplex , Malls & Food court

Training

The company is conducting application oriented training courses in media and sofware areas as listed below;

- 3D & 2D Animation in MAYA & FLASH

- Special Effects in AFTER EFFECTS & COMBUSTION

- Gaming Development in BLENDER

- Mobile & Tablet Application Development for i-phone, i-pad

- Mobile & Tablet Application Development for Android & Symbian

- Cloud Computing

- Software Testing in PHP & My SQL

- Search Engine Optimization & Operating Systems

Implant training to various educational institutions is also being conducted by the company. Some of the colleges for which training has been given are listed below;

- Bharathiar Engineering College

- Rajalakshmi Engineering College

- Thiruvallur Engineering College

- Sushendran Engineering College

- St. Peter's Engineering College

- Nadar Saraswathi Engineering College

- MGR Engineering College

- Thanjore Engineering College

- Vellamal Engineering College

Some of these courses are offered through franchisee centres viz., Chennai, Coimbatore, Tirunelveli, Tirupur etc.

Statutory Dues

Your Company is a 100% EOU under STP/EHTP scheme. The Company has obtained stay order from Hon'ble High Court of Madras in January 2010 for Pentasoft (Pentasoft Technologies Ltd merged with Pentamedia Graphics Ltd w.e.f 01.10.2008 as per Hon'ble High Court of Madras order dated. 03.08.2009) and in July 2010 for Pentamedia against Income Tax demands

Dividend

Your Directors do not recommend any dividend for the financial year 2010-11 to conserve cash resources for future operations and to clear the balance overdue debt to Axis Bank and is hoping to become a near debt free Company during this year.

Management Discussion and Analysis Report

Industry Outlook

Media

Currently, India being the focal point in Animation Outsourcing is likely to develop in domestic entertainment industry as well in future. The Company persists in negotiating pre & post production opportunities with domestic and international studios.Computer Animation categories include two or three dimensional graphics. Two Dimensional computer animations are used for quick rendering and for low bandwidth animation. According to NASSCOM study which is based on multiple statistical projections on the animation market from segments such as industry sources, Pixel Inc. and Arthur Andersen (Study on the Entertainment and Media sector) forecasts that the global animation market will generate revenues worth US$ 80-90 billion by 2012. Total animation production by Indian producers meanwhile is expected to touch US$2.0 billion by 2012 (Arthur Andersen's study on the Entertainment and Media sector).

Software

India's dominance in the IT and Software sector has elevated it to be one amongst the World's best outsourcing destinations. The participants of fair has cited that there is a better growth opportunities for the Indian Software Companies. A recent study in UK shows that about 30 companies mount an impressive show on India latest achievements in the areas of computer software and services, IT, electronics hardware and telecommunication equipments. Meanwhile efforts are being made to step up India's software and IT enabled services' exports to Germany by organizing buyer-seller meets, exchanging IT delegations and fostering contacts with trade organizations.

In 2010, the Indian Software Market showed an extensive growth and recovery with total software revenue increasing from 16.3% to total USD 2.5 billion. In 2009, the software revenue in India grew by just 4.2% to USD 2.1 billion. In 2010, major software vendors stretched out their product portolios, acquired companies that appropriated with their plans and reached deeper into emerging markets, including India. The year represented a return to solid footing as the India market expanded in terms of revenue and maturity. The software vendor landscape continues to amend as Mergers and Acquisitions (M&As) are expected to takeover. Vendors and service providers revolutionize to enlarge their customer bases, add unique features aligned to a vertical-market or technology function and improve overall market presence. India's exports of computer software, IT services and electronics products are projected to grow by 30% during the current financial year to USD 32 billion. The IT and computer software sectors success has been so remarkable that many nations are planning to adapt the same. India is becoming a world hub of brainpower activities and this holds great potential for growth in the coming years.

Training

During the past nature of Indian Animation Market was static and it was in early 90s when animation studios made an appearance in the country and the industry extended an additional serious export oriented outlook. India is now arousing to a host of global opportunities that promises lot of "action" for the country's leading design specialists.

According to a recent study by NASSCOM on the animation industry, the major factor behind the industry's development in India constitutes to be the availability of low cost, expected demand from domestic Indian television channels and formation of domestic animation studios and training centres, powerful computer animation platforms, the technical manpower to meet the 2D and 3D requirements and much lower labour rates in the Asian and Pacific Rim countries compared to North America and Europe. Bulk sum of animation outsourcing happens to be 2D content while 3D contributes to a certain extent. The major factor behind the shift of computer animation production to the Asia/Pacific region continues to be the availability of low cost, powerful computer animation platforms and much lower labor rates in the Asian and Pacific Rim countries compared to North America and Europe. India's animation studio caters to various end user sectors such as feature films, TV programs, advertisements/commercials and computer games. Animation solutions finds a place in niches viz., film titling, special effects, Web entertainment programs, TV broadcast graphics, 3D modeling and background development. Skill sets in 2D and 3D animation leads to greater opportunities in segments such as TV programs and feature films.

In modern days, the use of computer networks and information technology are becoming an important part of the everyday work in almost all professions, especially in scientific areas, and facing new education concepts, many universities and education organizations decided to plan new strategies concerning computer based technologies. As a result of these developments Computer Aided Education (CAE) methods came out. Computers' being the main source of communication/connectivity has paved way for imparting Software Education which is internationally recognised by local experts in developing software training. Through 50 different courses viz., Business Analysis, System Design, Programming, Software Testing, IT Management and Agile Development etc., it does not only provide you with access to leading-edge content but also makes you connected with an unrivalled network of international experts.

In India there are around 200 small, medium & large animations companies , around 20,000 software companies and around 5000 engineering colleges / institutions and scope to have more skill base training opportunities in both animation and software solutions to the world market.

Subsidiaries / Investments

Subsidiaries : NumTV Limited (Mauritius) and Esoftcom (Mauritius) Limited are the 100% subsidiaries of the Company.

As per the direction under Section 212(8) of the Companies Act, 1956 vide General Circular No: 2 /2011 from Ministry of Corporate Affairs dt.08.02.2011 for general exemption from publishing the financials of subsidiaries and as approved by the board, the Company is not attaching the financial statements of subsidiaries. However the annual accounts of the subsidiary companies and the related detailed information will be available to shareholders inspection. The Company will furnish the hard copy of details of accounts of subsidiaries to any shareholder on demand. The subsidiaries whose financial refect total turnover of Esoftcom (Mauritius) Limited amounting to Rs. 6.70 crores, net loss is Rs. 0.33 crores and total turnover of NumTV Limited (Mauritius) amounting to Rs. 12.58 crores, net profit is Rs. 5.42 crores.

These subsidiaries viz., NumTV Limited for Pentamedia and Esoftcom (Mauritius) Limited for Pentasoft (Pentasoft Technologies Ltd merged with Pentamedia Graphics Ltd w.e.f 01.10.2008 as per Hon'ble High Court of Madras order dated. 03.08.2009) were established in the year 2000 under Special Purpose Vehicle (SPV) Scheme as per RBI guidelines to avail the benefits in India & with Mauritius having trade agreement with all other countries. Indian government has withdrawn the tax benefits for the STP/EHTP scheme in last budget. The Company is planning to relook at the the operations through these subsidiaries and will approach the customers directly or through associates to reduce cost and other overheads.

Investments : With the present trend and business conditions, the Company is relooking at its investments in Mayajaal Entertainment Limited and to associate only with the line of actvities / business connected only with technology and animation. Mayajaal had withdrawn the IPO proposal and Mayajaal wants to exploit the land bank to build residential houses i/ apartments on JVs / JDs with real estate firms. In such a case the Company would like to divest its investments since the real estate exploitation is a long drawn and large funding proposal. The Company has gone to Company Law Board regarding this mater and the proceeds will be utilized to clear the debts of the company.

Public Deposits

Your company has not accepted deposits from the Public within the meaning of Section i58A of the Companies Act, 1956 and as such no amount and as such no amount principal or interest was outstanding on the date of the Balance Sheet

Directors

Mr.Joseph Jerome, Non-executive Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting in accordance with Article 37 of the Articles of Association.

A brief resume of Director retiring by rotation at the ensuing annual general meeting, nature of his expertise in specific functional areas, and names of Companies in which he holds directorship and / or membership/ chairmanship of Commitiees of the Board, as stpulated under Clause 49 of the Listing Agreement are given in the section on Corporate Governance elsewhere in the Annual Report.

Director's Responsibility Statement

The Directors would like to assure the Members that the financial statements for the year under review conform in their entirely to the requirements of the Companies Act, 1956 pursuant to Section 217 (2AA) and that

a) The Annual audited financials have been prepared in conformity with the applicable Accountng Standards.

b) The Directors have selected such accounting policies and applied them consistently except where otherwise stated in the notes to the accounts and made judgments and estimates that are reasonable and prudent so as to vie 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;

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. The internal auditors have conducted periodic audits to provide reasonable assurances that established policies and procedures of the Company have been followed. However, it must be recognized that there are inherent limitations in weighing the assurances provided by any system on internal controls;

d) The Directors have prepared the annual accounts on a going concern basis

Auditors

M/s. Sudhindran & Co., Chartered Accountants, Chennai as Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re- appointment.

The Company has received letter from M/s. Sudhindran & Co., Chartered Accountants to the effect that their appointment, if made would be within the prescribed limits under Section 224(1B) of the Companies Act,1956 and that they are not disqualified for such appointment within the meaning of section 226 of the Companies Act,1956.

Particulars of Employees

Relations with employees continued to be cordial throughout the year. Your directors place on record their appreciation of the efforts, dedication, commendable teamwork and exemplary contribution of the employees in the various initiatives of the Company and contributing to the performance of the Company during the year under review. The executives are hired on contractual basis on requirement to complete the jobs/tasks in time.

Information under Section 217(2A) of the Companies Act, 1956.

No Employee of the company is covered by the provisions of the Section 217(2A) (a ) (iii) of the Companies Act, 1956.

Internal Control System

Your Company having a sound internal system, which enable that all assets are protected against loss from unauthorized use and all transactions are recorded and report correctly. This system is further supplemented by internal audit carried out by an independent Chartered Accountant and periodical review by management. The Audit Committee of the Board reviewed issues raised by both Internal and Statutory Auditors.

Human Resources

Your Company takes pride in the commitment, competence and dedication shown by its employees (including outsourced) in all areas of business. Various Human Resource initiatives are taken to align the HR policies to the growing requirements of the business of the Company.

Conservation Of Energy, Technology Absorption & Foreign Exchange Earning

Your Company is into the business of Media and Training for Animation and Software . Since these actvities do not involve any manufacturing activity, most of the Information required be provided under 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 are set out in the Annexure to the Director's Report.

Consolidated Financial Statements

In compliance with the Listing Agreements entered with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statement has been prepared in accordance with Accounting Standards 21, 23 and 27 issued by the Institute of Chartered Accountants of India and show the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries after elimination of minority interest, as a single entity. The statement pursuant to section 212 of the Companies Act, 1956 forms part of this report.

Corporate Governance

Your Company continues to be committed to good Corporate Governance aligned with good practices. Your Company is in compliance with the standards set out by Clause 49 to the Listing Agreement with the Stock Exchanges. A separate Report on Corporate Governance along with the Auditors' certificate on compliance with the Corporate Governance as stipulated in Clause 49 is set out in this Annual Report and forms part of this Report.

Cautionary statement

Statement in this Directors' report & Management Discussion and Analysis describing the Company's objective, future, estimates, expectations or predictions may be "Forward-looking Statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include raw material availability and prices, cyclical demand and pricing in the Company's principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other incidental factors.

Acknowledgement

Your Directors takes this opportunity to express their sincere appreciation of the co-operation and support received from shareholders, institutions, state & central governments, other regulatory authorities, Students and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of dedication and commitment displayed by all employees including out-sourced, resulting in the successful performance of the Company during the year.

By Order of the Board

V.Chandrasekaran Chairman & CEO

Place: Chennai Date : 04.08.2011


Mar 31, 2010

The Directors have pleasure in presenting the Thirty-fourth Annual Report and Audited Accounts of the Company for the financial year ended 31st March 2010.

Financial Highlights and Review Rs.000s

Particulars 31st March 2010 31st March 2009

Total Income 131,223 62,604

Profit before Interest, Depreciation & Tax 50,791 23,961

Net Profit After Tax 31,786 7,181

Add : Surplus Brought Forward 78,939 71,764

Profit available for appropriation 110,725 78,945

Amount transferred to Contingency reserve - -

Balance carried to Balance Sheet 110,725 78,939

After merging Pentasoft Technologies Limited as per the order of Honble High Court of Madras dated 03rd August 2009 with effect from 01.10.2008, the Companys total Income grew by 110% to Rs. 131.22 million compared with FY2009 total income of Rs. 62.60 million. The Net Profit increased by 77% to Rs. 31.79 million against ERs 7.18 million in FY2009. The Consolidated total income is Rs. 540.27 million and the Net profit is Rs. 157.05 million. The company is a 100% EOU under STPI scheme valid till 2011.

Operations & Review

PENTAMEDIA is the realization of a great vision, indeed, a cherished dream, of taking entertainment to the common man, to feed him the fruits of creativity, to make him laugh, to entertain him and to transport him to a world where the impossible is made possible, by harnessing the wonders of cutting edge technology.

PENTAMEDIA pioneers in the Indian Animation Technology. Amongst the few leading companies in the world to have produced 7 Animation movies they are "Sinbad", "Alibaba and Forty Thieves", "Gullivers Travel", "Legend of Buddha", "Son of Alladin", "Pandavas" and "Jai Vigneshwara" which is the worlds first flash based 2D animation film. Out of which 3 movies viz., "Alibaba and Forty Theives", "Legend of Buddha" & "Gullivers Travel" have been in entry level for Oscars.

The company and its associates have produced live action movies, television serials and game programs and won four national awards and one state award for the its Live action movies. The movies that won the awards are "Bharathi" (national award), "Nila Kalam" (national award),"Pandavar Bhoomi" (state award), "Little John", "Pamal K Sambandam", Whistle" and "Kulir 100".

For animation films the main backbone is pre & post production and Penta Media is one of the major player in this. Consultancy, projects, products and training in progress. The trend of converting the live action & animation films into 3D have started at present in Hollywood and will be shortly followed in the international production centres including tndia.

PENTAMEDIA Graphics Limited through its training venture offers Application Oriented Training Courses. 2D, 3D animation, Special Effects and Gaming field to meet the industrial standards. The courses which are being offered are as follows: Maya Monster, Flash Fighter, Effects Engineer, Gaming God, Graphic Designing, Web Designing, 2D Animation Movie, 3D Animation Movfe, SFX, Media - Pro and Multimedia Open Source software in a short duration.

Trendy courses like Cloud Computing, Finance, ERP, Oracle, SAP, LAMP, Dot Net, Sql Server and Open Source Software are offered in incredibly short duration. It also offers students to develop Products as a project work, which will equipe them with employment ability.

PENTAMEDIA will have Training centres globally, arid make products both for Entertainment and Enterprise using trained professionals having local knowledge and flavour. The curriculum will be more futuristic, which will enable our trainees to be readily employable.

Our education system will have three platform viz., Class Room Training, Touch Program, Online Training. The company will also use these trainees in its business in media & technology software and will offer produts on 3D & cloud computing. Consultancy, projects and products are being continued.

Share capital

Upon the merger of Pentasoft Technologies Limited with the Company as per the order of Honble High Court of Madras dated 03rd August 2009 (w.e.f. 01.10.2008) after the approval of the shareholders and creditors at the court held EGM on 11th February 2009 and the 24(f) approval by Bombay Stock Exchange Limited dated 25.11.2008, the Company has issued 38511595 equity shares @ Rs.1/- to the shareholders of Pentasoft Technologies Limited and 128760443 equity shares @ Rs.1/- each to the agreed Secured Creditors of Pentasoft Technologies Limited on 18th September 2009. These shares were listed on Bombay Stock Exchange on 06th February 2010.

Statutory Dues

Your company obtained a stay order from Honble High Court of Madras on 13th April 2010 against Income Tax demands and the final order is awaited.

Dividend

Your Directors do not recommend any dividend for the financial year 2009-10 to conserve cash resources for future operations and become a near debt free company.

Management Discussion and Analysis Report

Animation & Software Industry Overview

This year witnessed a sudden change in the dynamics of the software packages in global markets. The period saw a decline in the GDP of all major markets, extremely volatile oil price and major currencies, record unemployment in the Western markets and a major decline in the stock markets across the globe. The animation industry in India is large & growing. Animation, gaming & web design professionals work on full-length animation movies, create TV commercials education CDs, games for Internet, mobile, PC or consoles (like PlayStation or Xbox), work In the advertising Industry or as web designers in various companies. Over the next four years, the growth in the domestic demand for broadcast animated content on TV is projected to grow at a compounded annual growth rate (cagr) of 49.5 percent, according to a Nasscom report. For the same period, the market for fully animated movies in India is likely to match the offshore market, growing from its current size ofRs. 6,50 million to Rs. 3400 million. While the growth is evident, issues like funding, quality and skill sets are the challenges that the industry is grappling with. The industry will continue to grow at increasing rates, resulting in the overall compound annual growth rate for the period 2009-13 of 10.5 percent. Animation, gaming and VFX industry will continue to maintain its growth pace and is projected to grow at a CAGR of 22 percent to Rs. 425 million in 2013 from its current size of Rs. 156 million. In the animation space, domestic demand will create the fillip in its growth, as well as contribution from international co-productions, in the film and television space. According to Pricewaterhouse Coopers report, The Indian media and entertainment industry is slated to grow at a compounded annual growth rate of 12.4% over the next five years to ? 1040800 million.

As Gartner predicted an overall growth to come from IT products and from software services sector. While the economic scenario in 2009 across the globe looks challenging, the situation can be viewed as an opportunity for advertising and gaming to evolve the contribute towards cost effectiveness and enhanced productivity. The future focus of your Company is in E-learning, streaming live and on-demand lectures, Web Based Training (WBT), ASP(Application Service Provider), Renting software through the web on a monthly basis, E-commerce, shopping through portal, content syndication, advertisements and other value added services. Software exports got increased from US $ 31200 million (2006-07) to US $ 49700 million (2009-10).

The global animation industry requires a whopping 40,000 professionals and qualified people from India c»n easily get jobs. Analysts at two of the big four global consulting firms say that animation will create around 2.5-3.5 lakh job opportunities by 2011, especially for those in the age group of 25-32 years.

Subsidiaries

The Audited financial statements of NumTV Limited (Mauritius) and Esoftcom (Mauritius) Limited and also the statement of the holding Companys interest in the subsidiaries as specified in sub-section (3) of

Section 212 of the Companies Act, 1956 and information on the financials of subsidiaries appended to the above statement in this Annual Report for further information on subsidiaries,

Public Deposits

Your company has not accepted deposits from the Public within the meaning of Section 58A of the Companies Act, 1956 and as such no amount and as such no amount principal or interest was outstanding on the date of the Balance Sheet

Directors

Mr.Joseph Jerome was appointed as Additional Non-Executive Director with effect from 30th October 2009 and Mr.Joseph Jerome hold office upto the date of the ensuing Annual General Meeting of the Company

Mrs.Sumathi Sridharan, Non-executive Director of the Company retires by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting in accordance with Article 37 of the Articles of Association.

A brief resume of Director retiring by rotation at the ensuing annual general meeting, nature of his expertise in specific functional areas, and names of Companies in which he holds directorship and / or membership/ chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement are given in the section on Corporate Governance elsewhere in the Annual Report.

Directors Responsibility Statement

The Directors would like to assure the Members that the financial statements for the year under review conform in their entirely to the requirements of the Companies Act, 1956 pursuant to Section 217 (2AA) and that

a) The Annual audited financials have been prepared in conformity with the applicable Accounting Standards.

b) The Directors have selected such accounting policies and applied them consistently except where otherwise stated in the notes to the accounts and made judgments and estimates that are reasonable and prudent so as to vie 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;

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. The internal auditors have conducted periodic audits to provide reasonable assurances that established policies and procedures of the Company have been followed. However, it must be recognized that there are inherent limitations in weighing the assurances provided by any system on internal controls;

d) The Directors have prepared the annual accounts on a going concern basis

Auditors

M/s. Sudhindhran & Co., Chartered Accountants, Chennai as Statutory Auditors of the Coriipany holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment.

The Company has received letter from M/s. Sudhindran & Co., Chartered Accountants to the effect that their appointment, if made would be within the prescribed limits under Section 224(1B) of the Companies Act,1956 and that they are not disqualified for such appointment within the meaning of section 226 of the Companies Act,1956.

Particulars of Employees

Relations with employees continued to be cordial throughout the year. Your directors place on record their appreciation of the efforts, dedication, commendable teamwork and exemplary contribution of the employees in the various initiatives of the Company and contributing to the performance of the Company during the year under review. The executives are hired on contractual basis on requirement to complete the jobs/tasks in time.

Information under Section 217(2A) of the Companies Act, 1956

The particulars required under Section 217(2A)-of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules, 1975 is appended herewith as Annexure to the Directors Report.

Human Resources

The company maintained all its industrial relations cordially. The company has a very good team of personnel. The company has always been focused on the improvement of the quality of its human capital, good training and development programmes to achieve this.

Conservation Of Energy, Technology Absorption & Foreign Exchange Earning

The particulars as prescribed under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are set out in the Annexure to the Directors Report.

Consolidated Financial Statements

As required by Accounting Standard AS 21 on Consolidated Financial Statements issued by The Institute of Charted Accountants of India, the Audited Consolidated Financial Statements of the Company are attached. The Audited Consolidated Financial Statements also account for the minority interest of your Companys subsidiaries NumTv Limited, (Mauritius) and Esoftcom (Mauritius) Limited.

Corporate Governance

The Report on Corporate Governance as stipulated under Clause 49 of the listing agreement entered into with the stock exchange forms part of the Annual Report. A Certificate from the Auditors of the Company, M/s. Sudhindran & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is annexed to this report.

Cautionary statement

Statement in this Directors report & Management Discussion and Analysis describing the Companys objective, future, estimates, expectations or predictions may be "Forward-looking Statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include raw material availability and prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business and other incidental factors.

Acknowledgement

Your Directors takes this opportunity to express their sincere appreciation of the co-operation and support received from shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of dedication and commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

On behalf of the Board

Place : Chennai V.Chandrasekaran Date : 10.08.2010 Chairman & CEO

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