Midvalley Entertainment Ltd.

Mid Valley Entertainment Limited

Your Directors present their Twenty Eighth Report of the Company together with theAudited Statement for the year ended 31st March 2017:

FINANCIAL RESULTS

(Figs. In Rupees)

2. OPERATIONS AND BUSINESS PERFORMANCE

During the year there was no operations resulting net loss before tax (PBT) for theyear was Rs.- 548.63 Lakhs as compared to the previous year loss of Rs.615.683Lakhs.

3. DIVIDEND

Your Directors have not recommended any dividend for the financial year in view of thelosses incurred.

4. MATERIAL CHANGE AND COMMITMENTS OF THE COMPANY:-

Since no operational activities during the year no material changes and commitmentsaffecting the financial position of the company which have occurred between the end of thefinancial year of the company to which the financial statements relate and the date of thereport and there are no significant and material orders passed by the regulators orcourts or tribunals impacting the going concern status and company's operations in futureexcept that the suspension of trading of shares of the company continued during the yearin view of non compliance.

5. SHARE CAPITAL

The paid up equity share capital of the company as at 31^st March 2017 wasRs.34.22 Crores. The company currently has no outstanding shares issued with differentialrights sweat equity or ESOS

6. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

There is a whistle blower policy in the company and that no personnel has been deniedaccess to the Chairman of the Audit Committee The policy provides for adequate safeguardsagainst victimisation of persons who use vigil mechanism.

7. POLICY ON SEXUAL HARASSMENT

The company has a policy in prevention & prohibition of sexual harassment atworkplace. However the company is in the process of constituting a committee for the same.The policy provides for protection against sexual harassment of women at workplace and forprevention and redressal of such complaints. During the year no complaints have beenreceived under the policy.

8. SECRETARIAL AUDIT

Practising Company Secretary was appointed as Secretarial Auditors for auditing thesecretarial records of the company for the year ended 31^st March 2017 and thereport is Annexed hereto.

Reply to the comments of the Secretarial Audit Report is as under:

a) Company has no operations and hence could not afford to appoint Key ManagerialPersonnel

b) The records/returns were destroyed in flood during 2015 and hence company isretrieving its records.

c) The company is taking all the steps to revoke the suspension with the StockExchanges

d) Other observations are explained in the para's below:

Composition

The Board consists of four directors making the Composition as four Directors of whichGanapathi Lalitha and Kamalnayan Harakchand are the non executive and independentdirectors Datu K Keetheeswaran is Non executive Chairman and Promoter and Mr.R.Chandrasegaran is the whole time Director of the company. Out of the four directors twoare foreign directors who could attend the meetings through video conferencing.

The category of Directors and their memberships in other Board/ Committees during theyear 2016-2017are as under -

The annual operating plans budgets quarterly results performance of the company andother information including those specified under Annexure 1A to the Clause 49 of theListing Agreement entered into by the Company with the Stock Exchanges as may be amendedfrom time to time could not be placed before the Board due to the lack of operations.

11. NUMBER OF BOARD MEETINGS HELD DURING THE YEAR ALONG WITH THE DATES OF THE MEETINGS

During the Financial Year 2014- 2015 four Meetings of the Board of Directors were heldOn 30/05/2016; 31/07/2016; 30/10/2016; 31/01/2017 between the said meetings the gap is notmore them 120 days as prescribed under section 173(1) of the Act.

Attendance of Directors at the Board Meetings and last Annual General Meeting -

The Directors attended the meeting through mode of video conferencing.

12. CHANGE IN DIRECTORS

Mr Datu K Keetheeswaran retires by rotation at the ensuing annual general meeting andbeing eligible offers himself for reappointment.

A brief note on Director retiring by rotation and eligible for re-appointment isfurnished in the Notes to the Notice of the Annual General Meeting.

Except the above there is no change in the composition of the Board of Directors.

13. KEY MANAGERIAL PERSONNEL

During the year under report the company has Mr. Kamalnayan Harakchand WholetimeDirector and the company is yet to appoint CFO and a company secretary.

14. BOARD EVALUATION

The Nomination and Remuneration Committee has laid down the criteria for performanceevaluation of independent directors Board of Directors and Committees of the Board.

However Audit Committee and other Committee meetings were held only for the fourquarters during the year. In view of this the Board has not carried out evaluation of itsown performance as well as that of the Committees of the Board and all the Directors.

15. POLICY ON DIRECTORS' APPOINTMENT AND OTHER DETAILS

The Nomination and Remuneration Committee has laid down the criteria for Directors'appointment and remuneration including criteria for determining qualification positiveattributes and independence of a Director.

16. REMUNERATION POLICY

The objective and broad framework of the Company's remuneration policy is to considerand determine the remuneration based on the fundamental principles of payment forperformance for potential and for growth. Information about elements of remunerationpackage of individual directors is provided in the extract of the Annual Return asprovided under Section 92(3) of the Companies Act 2013.

17. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTOR

Details of the familiarization program of independent directors are kept at theRegistered Office of the Company.

18. ANNUAL RETURN

The extract of Annual Return in Form MGT-9 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and administration) Rules 2014 is attachedseparately.

19. CORFORATE GOVERNANCE REPORT

Corporate governance is for the year is attached separately.

Your Directors confirm:

• that in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to material departures

• that your Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year March 31 2015 and of the profit of the company or the financial year;

• that your Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

• that your Directors have prepared the annual accounts on a going concern basis

• that your directors have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively; and

• that your directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

21. 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 which has beenrelied on by the Company and placed at the Board Meeting of the Company.

22. AUDIT COMMITTEE

The Audit Committee is having three members. The terms of reference of the AuditCommittee are to overview the accounting systems financial reporting and internalcontrols of the Company and are wide enough to cover the mandatory items as required underClause 49 of the Listing Agreement as well as in Section 177 of the Companies Act 2013.

The Audit Committee could convene only four meetings on 30/05/2016; 31/07/2016;30/10/2016;31/01/2017

22. Remuneration to Directors:

The details of the remuneration paid/ payable to the directors during the year 2016-17are given below:

Presently the Company has not formulated scheme for grant of Stock options either tothe Executive Directors or employees.

The Company's Shares are compulsorily traded in dematerialised form. Hence theCommittee meets at relevant intervals considering the volume of transfers received in thephysical segment.

Company Secretary was the Compliance Officer of the Company.

Number of complaints received from the investors during the year 2016-17 and theirstatus are as follows.

23. General Body Meetings

The location and time of Annual General Meetings (AGM) held during the last 3 years areas follows:

24. AUDITORS COMMENTS

According to information given to me and explanations provide the company is notregular in depositing undisputed statutory dues including income tax deducted at sourcesales tax duty of customs duty of excise cess and other statutory dues with appropriateauthorities. The company has to pay the income tax and fringe benefit tax(FBT) for theyears ended march 312006200720082009 and 2010 amounting toRs.3642653/-Rs.57540364Rs.3511732 Rs.4776704 Rs.7766000 respectively and FBTof Rsl65000 (excluding interest) and TDS of Rs.990125 ESI PF and professional tax ofRs.133849. Respectively.

According to the information and explanation given to me and explanations given to methe company is liable to pay Rs.61.71 lakhs together with interest due for the delayedpayment of tax in respect of income tax relating to assessment year 2002-2003 which ispending before the first level of appeal viz. CIT(APPEALS) CHENNAI

DIRECTOR'S COMMENTS :

The Directors are taking necessary steps for making payments the statutory authorities

a) Related Party Transactions

No fresh transactions under section 188 of the Companies Act 2013 were entered duringthe year

Similarly no fresh loans and advances were given to the Subsidiary companies duringthe year as per Section 185 of the Companies Act 2013. Hence AOC-2 not required to beattached.

b) Listing Compliances

No compliance could be done during the year due to suspension of trading of the equityshares with both Bombay Stock Exchange and National Stock Exchange. No data made availableby RTA hence could not provide list of shareholding pattern of shareholders.

As per requirement pursuant to the provision of Section 129 of the Companies Act2013 the abstract of the details of the subsidiaries are not received and hence notattached and also the consolidated accounts are not provided.

c) Subsidiaries

The company has two subsidiary companies and one associate company as under.

Since company subsidiary has not made their financials no AOC 1 is attached d) Code ofconduct

The Company has complied with all the mandatory requirements of the CorporateGovernance Code including Board Composition Audit Committee Shake holders relationshipCommittee except the filling of vacancy of one independent director on these committees.

26. DETAILS OF DIRECTOR SEEKING REAPPOINTMENT IN THE FORTHCOMING ANNUAL GENERALMEETING.

(in pursuance of Clause 49 of the Listing Agreement)

27. CEO Certification

As required under Clause 49 of the Listing Agreement a Certificate duly signed by theCEO is not available.

28. MEANS OF COMMUNICATION

The financial results of the company could not be published in English & TamilNewspapers except for the first two quarters and also submitted to the Exchanges.

29. GENERAL SHAREHOLDERS INFORMATION

vii)Monthly High and Low quotations along with the volume of shares traded in BSEduring the year 2014-2015

NO DATA AVAILABLE DUE TO SUSPENSION FROM TRADING

viii) Registrar & Share Transfer Agent:

Cameo Corporate Services Ltd No.l Club House Road Subramanian Building

Chennai 600 002

Phone (044) 28460390

Email id: investor@cameoindia.com

ix) i) Share transfer system

Share transfer requests for shares held in physical for received by the company areprocessed and the share certificates are returned within the stipulated time under thecompanies act and the listing agreement provided that the documents received are in orderand complete in all respects. Delays beyond the stipulated period were mainly due todisputes over the title to the shares.

The company obtains from a Company Secretary in Practice a half yearly certificate ofcompliance with the share transfer formalities as requited under Regulation 40(9) of theSEBI (LODR) Regulations 2015 and files a copy of the certificate with the Stock Exchanges.

2) Change of Address Bank Details Nomination etc.

All the members are requested to ndtify immediately any changes in their address emailid bank mandate arid nomination details to the Company's Registrar and Share TransferAgent M/s. Cameo Corporate services Ltd. Members holding shares in electronic segment arerequested to notify the change of address email id bank details nomination etc. to thedepository participants (DP) with whom they maintain client accounts for effectingnecessary corrections Any intimation made to the Registrar without effecting the necessarycorrection with the DP cannot be updated. It is therefore necessary on the part of theshareholders to inform changes to their DPs with whom they have opened accounts.

3) Unclaimed Dividend

During the year under review the company has not transferred the unclaimed dividendfor the year 2006-2007 to the IEPF account (to check)

4) Distribution of Shareholding as on March 31 2017

DATA COULD NOT BE COMPILER) DUE TO NON ACCESS TO NSDL AND CDSL

5) Categories of shareholders as on 31^st March 2017

D ATA COULD NOT BE COMPILED DUE TO NON ACCESS TO NSDL AND CDSL

6) Top Ten Shareholders (other than Promoters) as on 31^st March 2017

DATA COULD NOT BE COMPILED DUE TO NON ACCESS TO NSDL AND CDSL

xi) 1) Dematerialization of shares

The data could not be compiled due to non access to demat data by NSDL and CDSL as on31^st March 2016.

Trading in equity shares of the company is permitted only in dematerialised form as pera notification issued by the Securities Exchange Board of India (SEBI).

2) Reconciliation of Share Capital Audit Report

Reconciliation of share capital audit could not be done due to no access to data ofNSDL and CDSL in demat form and the total listed and paid up capital..

xiii) Investors correspondence:

a. For queries relating to shares Cameo Corporate Services Ltd No.l Club House RoadSubramanian Building Chennai 600 002

Phone (044) 28460390

Email: cameoindia.in

b. For queries relating to dividend

The Company Secretary Midvalley Entertainment s Ltd 9^th floor Gee GeeEmerald 312 Valluvarkottam High Road Nungambakkam Chennai 600 034

phone: 044 28211119

Email: