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Pentamedia Graphics Ltd.

BSE: 500329 Sector: Media
NSE: PENTSFWARE ISIN Code: INE202A01022
BSE LIVE 14:35 | 06 Nov 0.69 -0.03
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OPEN 0.69
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VOLUME 10000
52-Week high 0.90
52-Week low 0.53
P/E 34.50
Mkt Cap.(Rs cr) 29
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.69
Sell Qty 108780.00
OPEN 0.69
CLOSE 0.72
VOLUME 10000
52-Week high 0.90
52-Week low 0.53
P/E 34.50
Mkt Cap.(Rs cr) 29
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.69
Sell Qty 108780.00

Pentamedia Graphics Ltd. (PENTSFWARE) - Director Report

Company director report

Dear members

Your Board of Directors are pleased to present the Forty First Annual Report on thebusiness and operations of your company together with the Audited Financial Statements forthe year ended 31st March 2017. The Management Discussion and Analysis is given as part ofthis 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 Croreagainst 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 Enterpriseand Entertainment. As the international business approach is more towards mobile centricproducts the Company is in the process of recycling reinventing and reusing its digitalcontents and products to the latest technology.

Education & training

The Company’s training programmes viz. 2D & 3D Animation Visual / SpecialEffects apps development Cloud Computing Video Editing Robotics Web Design &Development are offered on full/part time and online. As per the requirement of educationinstitutionsthe training is also being done in the college campus.

The Company has started the trend courses viz.

• Artificialintelligence & Machine Learning "The science of gettingcomputers to act without being explicitly programmed. In the Past decade machine learninghas given us self-driving cars practical speech recognition effective web searchetc’’.

• Big Data & Database Administration "Investigate the use of cloudsrunning data analytics collaboratively for processing Big Data To solve problems"

• Cyber Security- "Personal and physical security best practices for usingcomputers and mobile devices and how to protect The privacy and secure the devices andnetworks against hacking"

• 3D Printing - "Revolutionizing the concept of manufacturing throughCAD/CAM"

• Gaming Design & Development - "The virtual and augmented technologygames - action strategic & intelligent oriented"

The Company is in the process of making proposal to National Skill DevelopmentCorporation of India for getting accreditation and affiliation for the above trainingprogrammes . This skill development training is mainly targeted towards EngineeringVisual Communication Arts & Science graduates and corporate professionals

.

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

The Company had conducted seminars workshop & hands-on-training on emergingtechnologies viz. Apps Development Robotics Cloud Computing Web Development Artificial Intelligence Cyber Security & 3D Printing to the reputed universitiescollegesinstitutions and schools such as Veltech UniversityChennai WCC ChennaiVelammal Eng. College Chennai St.Joseph Engineering College Cuddallore IIKMChennai& Prathyusha Eng. College & Loyola Chennai. The Company is planning to enter intoMOU with colleges to conduct training in Multimedia.

The Company has the tradition of hiring trained professionals from the trainingdivision 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 thecombination of advance skilledspecially skilled artists & trainees. This film wasproduced with open source tools viz. Blender 3D in addition to traditional 3D softwares onaround 32 thousand man hours. Some of the digital contents used in this film are from thecompany’s own digital library such as characters background and properties.

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

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

"cathy In space" - 90 Minutes Digital 3D Animation feature film in 4Kquality Pre-productin is completed and discussion are on with potential partners forCo-production.

Animation tv episodes - panchatantra tales These are compilation of inter -woven series of tales in prose and poetrymostly animal fables Production of 25episodes are in progress.

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

Towards recycling & reusing the old contents the company has Identified Biblestories Indian folk tales and monkey stories from the digital library for recreatingto the latest technology and audience.

Vfx - The present film and television contents are being made through digitalcamera and the special effects services goes with it. The Company is providing costeffective technology with open source tools in this area to compete effectively in themarket of Film Television & Internet.

Enterprise

The Enterprise Software Services is being moduled into ManagementUser Customer andGovernment oriented as per the Industry requirements. The apps will be Mobile Tablet& Desktop centric. The Company has developed software apps are listed below inAndroid. 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 onthe personal as well as medical records to search remedies. This APP can be used for acuteand chronic ailments to search medical assistance in various medicines viz. AllopathyHomeopathy Ayurveda Siddha Naturopathy Yoga Physiotherapy etc. by finding physiciansand getting specialized advise through online / in person mobile or tablet. This APP willprovide the user to have first hand consultation on his complaints or on preventivehealth.

Pmg e-Book (app)

E-Book App has been launched with the main object to host books in various segmentslike Technology Entertainment Children Science & Fiction Adventure ArtHealthcare etc. This APP is primarily containing Pentamedia’s own published books inTechnology Entertainment & Digital Media and other publishers are also hosting theircontents.

Food & Beverage (app)

This APP has been implemented at the leading Multiplexes to sell their Food andBeverages to their viewers in online.

Pmgflic (app)

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

The Company is expecting the new gen of youngsters through its training programmes toproduce quality products for the international market. Towards this the Company is movinginto an independent building near to the old office itself to have better comfortsincluding parking.

The Shareholders can visit the Company’s official website www.pentamedia.inwherein the information on Company’s past present & future activities updatedare available.

Dividend & reserves

Taking into account overall financial performances of the Company Your Directors do notrecommend any dividend for the financial year 2016-17. Consequently no amount istransferred to General Reserve Account.

Share capital

The paid-up equity share capital of the Company as on 31st March 2017 stood at Rs.41.50Crore. During the year under review the Company has not raised its issued capital withdifferent voting rights nor has granted any stock options or sweat equity and none of thedirectors 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 themeaning of provisions of Chapter V of the Companies Act 2013 (Acceptance of Deposits byCompanies) read with the Companies (Acceptance of Deposits) Rules 2014.

Risk management

Your Company has a robust Risk Management policy the Company through a steeringcommittee oversees the Risk Management process includingriskidentificationimpactassessment effective implementation of the mitigation plans and risk reporting. Adetailed Risk Management policy of the Company to have good Corporate Governance is hostedin the Company’s official website pentamedia.in

Internal Control systems and their adequacy

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

Directors

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

Finance & accounts

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

Management discussion & analysis

Education & training

"Skill development and vocational training programs are conceptualized executedand monitored by various organizations working closely with the government of India.There are various plans and schemes that are dedicated to achieve scalable skilling withquality and higher productivity particularly in the unorganized or informal sector whichaccounts for 83% of India’s workforce"

The Budget has pegged an outlay of Rs 79685.95 crore (US$ 11.952 billion) for theeducation sectorforfinancialyear 2017-18 up from Rs 72394 crore (US$ 10.859 billion) in2016-17 a 9.9 per cent rise.

The Government of India has allocated around Rs 17000 crore (US$ 2.55 billion) towardsskilling employment generation and providing livelihood to millions of youth inorder to boost the Skill India Mission.

Key Trends for 2017: Innovation in Educational Technology

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

A key driver for innovation is the adoption rate of new technologies by the millennialcommunity. Millennials entering the job market bring a new set of expectations on how tolearn and collaborate. They are teaching leaders of training organizations that learningis best achieved in small ongoing increments over time accessed on-demand usingmultiple devices over multiple forms of media. The greatest lesson millennials havetaught 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 anunprecedented level. Entrepreneurs and established edtech companies are recognizing theopportunity to leverage innovative products across market boundaries and are designingtools for the "adult" market instead of education versus corporate.

The key trends for 2017 reflect how the training industry continues to evolve. And thetrends we see are not those which are flash in the pan short term hot applications butrather 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 popularityand adoption average class enrollments continue to reduce in size. In the days oftraditional classrooms the objective was often to increase class sizes to amortize thefixed costs associated with an instructor and classroom across multiple students. Therewas always a conflict with the notion that smaller class sizes were better for students;while larger class sizes were more efficient for the needs are aligned with the idea thattraining 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 touching new heights. However animation’sprimary market continued to be for kids and young adults in Global.The animation industryin India registered a growth of eight per cent in 2016 with revenues amounting to Rs 15billion. Animation IP production has grown at a CAGR of close to eight percent between2011 and 2016. In 2016 it recorded a y-o-y growth of 8.7 per cent resulting in thedomestic content production picking up. Domestic animation IP production across TV anddigital domains has picked up dramatically. Additionally advent of global VOD players inIndia is further proliferating the demand for original content.

Investment and collaboration opportunities between animation studios and broadcastersin India have picked up with the latter paying as high as Rs 1.5 to four million per30-minutes of animation content. The ingress of OTT platforms has seen the consumption ofshort form and preschool content rising. The advent of digital has also been a boon forsmaller studios which face challenges to find airtime on broadcast TV. The recognitionand brand awareness of several ips has paved the way for growth in merchandising as wellas increase in the number of collaborations and cross promotions in the animationindustry.

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

Visual effects (vfx) have become indispensable to the production cycle of featurefilms over the past several years and the space is witnessing certain projects that arepushing VFX to the forefront of moviemaking. In 2016 VFX redefined storytelling on thebig screen. Domestic filmmakers have also begun using VFX increasingly looking to unearthips of bigger scales. Indian studios have started adopting a harmonic blend of skills andexpertise from developed VFX markets present in other countries. Increasing investments inVFX centric science fiction action films would also see the genre gaining traction in thecountry. The VFX industry in India has recorded an unprecedented growth over the yearsmajorly led by more and more Hollywood studios tapping into the massive pool of VFXprofessionals in India to work on their projects. The VFX and post-production industrygrew 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 percent during 2016 to 2021. The demand would not only come from Hindi but also fromregional movies with producers in these industries pouring in more investments in VFX.

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

As time shifted and the urban class expanded the target audience now became the uppermiddle class or upper class who related more with a hero who had money and big bungalowsand bikes. Hence in order to make a movie sell a poor boy from a distant village wouldnot be the formula. Even the rural audience is now more interested to watch movies wherethe dance sequel is shot in Switzerland or Egypt.

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

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

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

The recent report is estimated the global box office revenue is expected to reach $49.3billion from $28.48 billion by end of 2020. India is compete ting to Japan & Chinafrom 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 releasedon Friday. It expects the figure to grow to Rs 18 lakh crore by 2020. The study conductedby the Indian Council for Research on International Economic Relations (Icrier) and theBroadband India Forum finds that nearly half of the contribution of the internet to theeconomy would be due to apps.

"The internet economy could contribute up to $537.4 billion to India's GDP in2020 of which a minimum of $270.9 billion could be attributed to apps" says thestudy using various economic analyses and logical regression models to isolate andcalculate the impact of apps on the Indian economy . It has evaluated this impact across19 telecom circles (India has 22) which are contiguous with state boundaries. The study iscalled "Estimating the value of new generation internet bases applications inIndia."

India’s mobile app market grew sharply last year outpacing the US and rankednumber one in terms of Google Play downloads highlighting the vibrancy of thecountry’s mobile ecosystem. Indians downloaded over 6 billion apps in 2016 up from3.5 billion in 2015. That 71% growth was significantly higher than the overall 15% growthin app downloads around the world. Globally the typical smartphone user uses 30 appsevery month. Video streaming apps too saw a sharp growth in revenue. India has witnessed adramatic shift in this segment over the past 6 months. Total time spent on the top 10video streaming apps including Hotstar and Netflix on Android phones in India increased600% between July and December 2016 compared to the same period a year ago the reportsaid. Overall app publisher revenue grew 40% year-over-year an acceleration over2015’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 inmobile device technology. It may sound a bit early to predict the app trends in 2017 butthe trends are already clear with the booming growth of technology seen in 2016. Also thedesign trends evolve and change with the time and technology. New mobile design trends2017 are already making a buzz among mobile app designers and developers. The evolution ofthe mobile app development trend happens due to the constantly evolving requirements ofthe end users. As we are in the last quarter of the year 2016 let’s see what istrending in the world of mobile app development.During the year 2015 and 2016 aninteresting relationship has emerged between cloud computing and mobile apps. Using cloudtechnology centrally coordinated apps were delivered to any devices. This trend is goingto stay in 2017 as well due to the numerous amount of benefits offered by cloudtechnology.

Extract of annual return

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

Key managerial personnel

During the year under review the Company has appointed Mr. Karthick B as CompanySecretary and Compliance Officer with effect from 01st March 2017 in place of Mr. T SSrinivasan 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 (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas evaluation of the working of its Audit Committee Nomination and Remuneration Committeeand Stakeholders Relationship Committee. The manner in which the evaluation has beencarried out is explained in the Corporate Governance Report.

Number of the meetings of the Board

Ended 31st March 2017 on 29th theboardhadmet(4)timesduringthefinancial April 201629th July 2016 11th November 2016 and 10th February 2017. The details of the meetingsare given under the Report on Corporate Governance.

Familiarisation programme for Independent directors

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

Declaration By Independent directors

The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 (Act) stating that the IndependentDirectors 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 ofSection 186 of Companies Act 2013 are given in the notes on accounts of the financialstatements.

Vigil mechanism/whistle blower policy

The Company has taken steps to establish the Vigil Mechanism/Whistle Blower Policy asis stipulated in the Regulation 22 of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 and Pursuant to Section 177(9) & 177(10) of theCompanies Act 2013. This provides a mechanism to raise concerns about actual or suspectedfrauds unethical behavior safeguards against victimization of employees etc and thesame 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 aNomination 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 entrustedunder the provisions of Section 178 of the Companies Act 2013. The Company had laid outand following the policy on director’s appointment and remuneration includingcriteria for determining qualificationspositive attributes independence of a directorand 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 thewebsite of the Company link www.pentamedia.in.

Related party transactions

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

The Company has formed a policy on related party transactions through standardoperating procedures for the purpose of identification and monitoring of such transactionwhich 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 orTribunals 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 inrelation to the Annual Financial Statements for the Financial Year 2016-2017 yourDirectors confirm that:

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

B) Accounting policies selected were applied consistently and the judgments andestimates related to the financial statements have been made on a prudent and reasonablebasis so as to give a true and fair view of the state of affairs of the Company as at31 March 2017 and of the profit of the Company for the year ended on that date; and

C) Proper and sufficientcare has been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 to safeguardthe 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 ona ‘going concern’ basis;

E) that the directors had laid down internal financialcontrols to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

F) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Statutory auditors

Pursuant to Section 139 of the Act and Rules made thereunder Messrs. Babu Peram &Associates Chartered Accountants were appointed as statutory auditors of the Company atthe annual general meeting held on 28th August 2014 for a period of 5 years commencingfrom the closure of the 38th Annual general Meeting till the closure of the 43rd AnnualGeneral Meeting subject to ratification by the members at every AGM. Accordingly yourdirectors recommend the ratification of the appointment of Messrs. Babu Peram &Associates Chartered Accountants as statutory auditors of the Company from theconclusion of the 41st Annual General Meeting till the conclusion of the 42nd AnnualGeneral 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 madethereunder the Company has appointed Ms. S. Srinidhi of M/s. Srinidhi Sridharan &Associates Company Secretaries in Practice (CP No. 17990) Chennai to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed to this reportas Annexure -B.

Explanation and Comments

The reports of statutory auditors and that of the Secretarial Auditors are selfexplanatory 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 prohibitionand redressal) act 2013

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

Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding 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 offduring 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 constitutedby 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 noincidences 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 CSRpolicy 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’sCorporate Social Responsibility and will be developed reviewed and updated periodicallywith reference to relevant changes in corporate governance international standards andsustainable and innovative practices.

The policy will maintain compliance and alignment with the activities listed inSchedule VII and Section 135 of the Companies Act 2013 and the rules framed there underas amended from time to time.

Csr policy implementation

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

The CSR Policy of the Company is uploaded in the website of the Companywww.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 orgrievances to the Audit Committee in this regard and details whereof are available on theCompany’s website.