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Mediaone Global Entertainment Ltd.

BSE: 503685 Sector: Media
NSE: N.A. ISIN Code: INE828I01019
BSE 00:00 | 04 Mar Mediaone Global Entertainment Ltd
NSE 05:30 | 01 Jan Mediaone Global Entertainment Ltd
OPEN 16.00
PREVIOUS CLOSE 15.90
VOLUME 359
52-Week high 16.80
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 23
Buy Price 15.90
Buy Qty 291.00
Sell Price 0.00
Sell Qty 0.00
OPEN 16.00
CLOSE 15.90
VOLUME 359
52-Week high 16.80
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 23
Buy Price 15.90
Buy Qty 291.00
Sell Price 0.00
Sell Qty 0.00

Mediaone Global Entertainment Ltd. (MEDIAONEGLOBAL) - Director Report

Company director report

Your Directors have pleasure in presenting their 39th Annual Report and the AuditedFinancial Statements of the Company for the year ended March 31 2021.

FINANCIAL PERFORMANCE

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

( Rs. Lacs)

Particulars For the year ended 31.03.2021 For the year ended 31.03.2020
Total Income 64.68 11.75
Total Expense 7622.96 2766.63
Profit/(Loss) before Taxation -697.61 -2754.89
Less : Provision for Taxation 0 0
Add/(Less) : Provision for Deferred Taxation 0 0
Less: Income Tax of Earlier Year 0 19.10
Net Profit/(Loss) after Tax -697.61 -2774.89

OPERATIONAL PERFORMANCE

During the year Company has incurred Loss of Rs 697.61 lakhs as compared to a loss ofRs. 2774.89 Lakhs in previous year. The Company is working hard to undo the losses andattain stable position.

STATE OF AFFAIRS OF THE COMPANY:

During the year under the review there is no change in the nature of activity of theCompany. The Company has been suspended from Bombay Stock Exchange however the Companyhas filed revocation application.

SHARE CAPITAL

The paid-up Equity Share capital of Company as on March 31 2021 was Rs. 147200000.No additions or alterations were made during the year.

DIVIDEND

In view of the Losses the Board of Directors have not recommended any dividend for theyear under review.

TRANSFER OF UNPAID DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PRODUCTION FUND

An amount of Rs. 2.31 Crores yet to be transferred to IEPF Account.

TRANSFER TO GENERAL RESERVE

Company does not propose any transfer of funds to General Reserve in view of lossesincurred.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT

There are no significant and material orders passed by the regulators or courts ortribunals except the Company is in provisional Liquidation status . However theCompany had obtained stay on such High court order. As on date of the report the Companyhas been suspended from Bombay Stock exchange. In this regard the Company has filedrevocation application which is pending in progress.

HOLDING/SUBSIDIARY/ ASSOCIATE COMPANIES

There are no Holding/ Subsidiary/ Associate Companies.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 ofthe Companies Act 2013 with respectto Director's Responsibility Statement it is hereby confirmed that:

1. In the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards read with requirements set out under ScheduleIII to the Act have been followed along with proper explanation relating to materialdepartures;

2. The directors had selected such accounting policies and applied them consistentlyand made judgment and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe loss of the company for the year under review; 3. The Directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safe guarding the assets of the company and for preventing anddetecting fraud and other irregularities; 4. The directors have prepared the AnnualAccounts of the Company for the financial year ended 31st March 2021 on a ‘goingconcern' basis;

5. The Directors have laid down the internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and 6. The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

VIGILMECHANISM

The Company promotes ethical behaviour in all its business activities. Towards thisthe Company has established a vigil mechanism for Directors and employees to report theirgenuine concerns. The policy on Vigil Mechanism is available on the Company's website www.mediaoneglobal.in.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has formulated a Framework on Internal Financial Controls In accordancewith Rule 8 (5) (viii) of Companies (Accounts) Rules 2014 the Company has adequateinternal control systems to monitor business processes financial reporting and compliancewith applicable regulations and they are operating effectively. The systems areperiodically reviewed by the Audit Committee of the Board for identification ofdeficiencies and necessary time bound actions are taken to improve efficiency at all thelevels. The Committee also reviews the observations forming part of internal auditors'report key issues and areas of improvement significant processes and accountingpolicies.

INTERNAL AUDITOR

The Company has appointed Mr. Balasubramaniam as the internal auditor of the Company inthe Board Meeting held on 12th June 2021. The Audit Committee determines thescope of Internal Audit in line with regulatory and business requirements.

REPORTING OF FRAUD BY THE AUDITORS

During the year under review neither the Statutory Auditors nor the SecretarialAuditor has reported to the Audit Committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board was constituted with Composition of One Executive Director and four Non–Executive Independent Director.

Category Name of the Director
Executive Director Mr. Suryaraj Kumar
Non-Executive Mr. Timothy Alfred Joseph Moses
Director(Independent Director) Ms. Saraswathy Gopalan
Mr. Saiprasad Gopalan
Ms. Joyce oliviya Tauro

The detailed list of the Board of Directors is enclosed in the Corporate GovernanceReport.

During the financial year under review the following changes occurred in theConstitution of Board of Directors and Key Managerial Personnel: a) Mr. RaghavanGopalaswamy was appointed as the Company Secretary of the Company on June 18 2020. b) Mr.Saiprasad Kuragayala was appointed as an Additional Director and was regularised in theAGM held on 29-12-2020. c) Ms. Joyce Oliviya Tauro was appointed as an additional Directorand was regularised in the AGM held on 29-12-2020.

The following changes occurred in the Board of Directors and Key Managerial Personnelafter the reporting period:

d) Mr. Mahendra Srinivas Kumar was appointed as Chief Financial Officer of the Companyon July 12 2021 in place of Mr. Subbiah Rajasekhar.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended on March 31 2021 Seven (7) Board Meetings were held.Further details of the meetings of the Board and its Committees are given in CorporateGovernance Report forming part of the Annual Report.

The provisions of Companies Act 2013 and Listing Regulations were adhered to whileconsidering the time gap of 120 days between two meetings.

BOARD COMMITTEES

Board Committees plays a vital role in improving the Board effectiveness in areas wheremore focused and discussions are required. Board has constituted the following Committeesin accordance with the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Board consists of the following committeesand their compositions and attendance of members are detailed in the Corporate GovernanceReport.

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Shareholders Relationship Committee

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Regulations) Regulation 2015 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Committee. The manner in which the evaluation has been carried out hasbeen explained in the Governance Report.

A. EVALUATION OF DIRECTORS BY INDEPENDENT DIRECTOR'S MEETING

During the year under review the Independent Directors met on 18th June2020 interalia to i) Review the performance of Non-Independent Directors and the Board asa whole ii) Review the performance of the Chairperson of the Company taking into accountthe views of Executive Directors and Non-Executive Directors iii) Assess the qualityquantity and timeliness of flow of information between the Company's Management and theBoard that is necessary for the Board to effectively and reasonably perform their duties.

BOARD DIVERSITY

Since the Company falls under the exempted category as provided under Regulation 15 ofSecurities Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulation 2015 disclosure on Board diversity is not applicable.

INDEPENDENT DIRECTORS DECLARATION

All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149 of the companies act 2013 and Regulation 16 ofSEBI(LODR) Regulations 2015 in respect of financial year ended 31st March2021 which have been relied on by Company and were placed at the Board meeting. In theopinion of the Board the independent directors fulfil the necessary criteria forindependence as stipulated under the statutes.

MEETING OF INDEPENDENT DIRECTORS

During the year under review the Independent Directors met on 18th June2020 inter alia to:

i) Review the performance of Non-Independent Directors and the Board as a whole ii)Review the performance of the Chairperson of the Company taking into account the views ofExecutive Directors and Non-Executive Directors iii) Assess the quality quantity andtimeliness of flow of information between the Company's Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the independentdirectors.

Code of Conduct

The code of Conduct for all the members of the Board and senior management of theCompany has been posted on the website of the Company: www.mediaoneglobal.in. All Boardmembers and senior management personnel (as per Regulation 26(3) of the ListingRegulations) have affirmed compliance with the applicable Code of Conduct. A declarationto this effect forms part of this Report.

Auditor and Auditors' Report

Statutory Auditor

The Term of Vivekanandan Associates represented by N. Subramanian (Partner) CharteredAccountants (ICAI Firm Regn No. 05268 S) Chennai expires in the ensuing AGM. In lieu ofthe same the Auditors of the Company Vivekanandan Associates (FRN 005268S) have forwardedtheir consent to act as Statutory Auditors for their second term for a period of 5 years.It is proposed to appoint them as Auditors for the Second term for a period of 5 yearssubject to the consent of members in the ensuing Annual General Meeting.

Reply to Notes to accounts(Point No: 10)

Since there are no business activities during the year under review and the company hadinitiated action for recovery of receivable from various parties and also engaged inselling the motion picture rights. In addition the accumulated loss of the company at theend of the financial year is more than 50% of the net worth of the company. Our Directorsare confident in realising the dues from customers and ensure that the operations arebrought back to normalcy the accounts are prepared for the year as a "goingconcern".

Secretarial Auditor

The Company had appointed Mr. P.S. Srinivasan (C.P No: 3122) Partner at LakshmmiSubramaniam and Associates. Practicing Company Secretary firm to conduct the SecretarialAudit for the financial year 2020-21. The Secretarial Audit Report for the financial yearended March 31 2021 is annexed with this report and marked as Annexure I to thisReport. The Secretarial Audit Report contain certain observation remarks.

Board's Reply:

Board of Directors taking necessary actions to rectify the observation remarks in theSecretarial Audit report.

COST AUDITORS

The provisions of Cost Auditor as mentioned under Section 148 of the Companies Act2013 is not applicable to the Company.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES MADE OR SECURITIES PROVIDED

The Company has granted loans pertaining to section 185 & 186 of the Companies Act2013 amounting to Rs. 219311745. The Members during the 38th Annual GeneralMeeting of the Company held on 29th December 2020 have approved the limitsunder Section 186 up to an aggregate amount of Rs. 250000000 which exceeds 60% of theAggregate of Paid up capital Free reserves and Securities Premium or 100% of its FreeReserves and Securities Premium.

RELATED PARTY TRANSACTIONS

Particulars of contracts or arrangements with related parties referred to in Section188 (1) of the Companies act 2013 in the prescribed Form AOC 2 are appended as

Annexure II.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company already have a Corporate Social Responsibility Committee whose constitutionis already detailed under Corporate Governance Report. The Company is not required tospend any expenditure on CSR for current year annual report on CSR is not annexed withthis report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT 9 of the Company is annexed as Annexure IIIto this Report. Annual Return can be accessed through https://www.mediaoneglobal.in.

DISCLOSURE OF SHARES HELD BY PROMOTERS IN DEMAT FORM

The Entire Promoter's Shareholding is in Demat Form. The details of the Shareholdingpattern are given in MGT 9 is annexed as Annexure IIto this Report.

POLICIES

The Company has the following policies which are applicable as per Companies Act 2013and SEBI (LODR) Regulations 2015

1. Code of Conduct for Directors and Senior Management

2. Policy on redressal of sexual harassment of woman at workplace

3. Code of Conduct-Corporate Governance

4. Code of Practices & procedures for fair disclosures of unpublished pricesensitive information.

5. Familiarization program for independent directors

6. Policy on disclosure of material events or information

7. Nomination and Remuneration Policy.

8. Policy for determining material subsidiaries

9. Policy on Related Party Transactions

10. Vigil Mechanism/Whistle Blower Policy

11. Preservation of documents & Archival Policy

POLICIES ON DIRECTORS APPOINTMENT AND REMUNERATION

Director's Remuneration and remuneration including criteria for determiningqualifications positive attributes independence of a Director and other matters providedunder the Companies Act 2013 are covered under the Board's policy formulated by theCompany. None of the Directors are receiving any Remuneration from the Company. Thedetails of the same are mentioned in the Corporate Governance Report being Annexure IIIformingpart of this Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013

The Company has a policy in prevention & prohibition of sexual Harassment atworkplace. The policy provides for protection against sexual harassment of women at workplace and for prevention and re-dressal of such complaints. Company has in place anAnti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 which can be viewedin the website of the company.

During the financial year 2020-21 there were no cases reported under Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

DEPOSITS

The Company has not accepted deposits falling within the ambit of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 from public.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:-

The Particulars prescribed by Section 134(3)(m) of the Act read with Rule 8(3) of theCompanies (Accounts) Rules 2014 relating to Conservation of Energy TechnologyAbsorption was not applicable to Company.

FOREIGN EXCHANGE INFLOW & OUTFLOW

During the year under review the Company has no foreign exchange inflows or outflows.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no other material changes and commitments affecting the financialposition of the Company between the end of the financial year and date of this Report.There has been no change in the nature of business of theCompany.

CORPORATE GOVERNANCE

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

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section forming part of the Annual Report.

SECRETARIAL STANDARDS

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

GENERAL

During the year under review

1. The Company had not issued any equity shares with differential rights as todividend voting or otherwise.

2. There is no Corporate Insolvency Resolution Process initiated under the Insolvencyand Bankruptcy code 2016.

ACKNOWLEDGEMENT

The Board places on record its appreciation for the co-operation and support receivedfrom shareholders customers suppliers employees government authorities and banks.

Date: 19.07.2021

Place: Chennai

For Mediaone Global Entertainment Limited

Sd/-

Suryaraj Kumar

Chairman & Managing Director

DIN: 00714694

.