Mediaone Global Entertainment Ltd

DIRECTORS' REPORT

Your Directors have pleasure in presenting 42nd Directors Report of your Company together with the Audited Financial Statements and the Auditors' Report for the Financial Year ended 31sl March, 2024.

FINANCIAL HIGHLIGHTS:

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

STATE OF AFFAIRS OF THE COMPANY'S AFFAIRS/ CHANGE IN NATURE OF BUSINESS:

During the year under review, the Company earned a Net Profit of Rs. 374.47 Lakhs against a Net Profit of Rs. 379.76 Lakhs in the previous year.

There are adequate financial controls commensurate with the size of the organization and with reference to the financial statements; there is no change in the nature of business.

SHARE CAPITAL:

The paid-up Equity Share capital of Company as on March 31, 2024 was Rs. 14,72,00,000. No additions or alterations were made during the year.

DIVIDEND:

The Board of Directors didn't declare any dividend for the financial year 2023-2024.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

There has been no loan and guarantees given or made by the Company under Section 186 of the Act, 2013 during the financial year 2023-24.

TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to the general reserve of the company during the financial year 2023-2024.

DEPOSITS FROM PUBLIC:

During the financial year 2023-24, your Company has not accepted any deposit under the provisions of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All the Related Parly Transactions entered during the financial year 2023-24 were in the ordinary course of the business and on arm's length basis and the same are reported in the Notes to the Financial Statements. All Related Party Transactions as placed before the Audit Committee were also placed before the Board for review and approval. A statement giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their review, approval and noting on a quarterly basis.

In line with the requirements of the Act and SEB1 Listing Regulations, the Company has formulated a Policy on Materiality of and dealing with related party transactions ("RPT Policy"), which is available on the website of the Company.

No Material Related Party Transactions were entered during the year by your Company. Accordingly, disclosures of Related Parly Transactions as required under Section 134(3) of the Act, in form AOC-2 is not applicable to the Company.

CORPORATE GOVERNANCE:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") is presented in a separate section forming part of the Annual Report.

BOARD POLICIES:

The Company has the following policies which are applicable as per the Companies Act, 2013 and SEB1 (LODR) Regulations, 2015 which are placed on the website of the Company www.mediaoneglo baLin.

i. Code of conduct for Board of Directors

ii. Code of conduct for Senior Management personnel

iii. Policy of Directors' Appointment and Remuneration

iv. Nomination & Remuneration Policy

v. Policy on Related Party Transactions

vi. Policy on sexual harassment of women at work place (Prevention, Prohibition and redressal) Act, 2013

vii. Risk Management Policy

viii. Vigil Mechanism Policy

ix. Policy for determining Material Subsidiaries.

RISK MANAGEMENT POLICY:

Pursuant to Section 134 of the Companies Act, 2013, the Company has a risk management policy in place for identification of key risks to its business objectives, impact assessment, risk analysis, risk evaluation, risk reporting and disclosures, risk mitigation and monitoring, and integration with strategy and business planning.

The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

NOMINATION AND REMUNERATION POLICY:

Pursuant to Section 178(3) of the Companies Act, 2013, the Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the company. The policy also lays down the criteria for selection and appointment of Board Members. The policy and details of Nomination and Remuneration is available on the website of the Company at www.mediaoneglobal.in.

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, the following responsibilities:

1. The Committee had formulated the criteria for determining qualifications, positive attributes, and independence of a director and is available in the company website www.mediaoneglobal.in.

2. The Committee shall identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy.

3. Recommend to the Board, appointment, and removal of Director, KMP and Senior Management Personnel.

4. The Board shall carry out evaluations of the performance of every Director, KMP and Senior Management Personnel at regular intervals (yearly).

5. The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and Senior Management Personnel will he determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/ commission etc. shall be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required.

6. Increments to the existing remuneration/ compensation structure may he recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Personnel.

7. Where any insurance is taken by the Company on behalf of its Managerial Personnel, Chief Financial Officer, the Company Secretary, and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not he treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall he treated as part of the remuneration.

8. The Non-Executive/ Independent Director has not been paid remuneration by way of fees for attending meetings of the Board or Committee thereof.

9. Commission to Non-Executive/ Independent Direc tors If proposed may he paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1 % of the net profits of the Company computed as per the' applicable provisions of the Companies Act, 2013.

INTERNAL COMPLAINTS COMMITTEE:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee ("ICC") is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The policy on Prohibition Prevention & Redressal of Sexual Harassment is available on the website of the Company at www.mediaonegIobal.in.

During the Financial Year under review, no complaints with allegation of sexual harassment were filed with the ICC.

Internal Complaint Committee Members:

1. Ms. Saraswathy Gopalan

2. Mr. Timothy Alfred Joseph Moses

The Committee met once in the financial year 2023-24. The Company is committed to provide a safe and conducive work environment to its employees during the financial year. Your directors state that during the financial year 2023-24, there were no cases filed pursuant to the Sexual harassment of Women at workplace (Prevention and Redressal) Act, 2013.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

There are no any Subsidiaries, Associates and Joint Ventures Companies.

COMMISSION RECEIVED BY DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY:

None of the directors of the Company are in receipt of any remuneration or commission from any Holding Company or Subsidiary Company under Section 197 (14) of the Companies Act, 2013 during the financial year under review.

SIGNIFICANT AND MATERIAL ORDERS/ SHOW CAUSE NOTICE PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations except the following,

1. The Company received Final judgement dated 16th June 2022 against the petition/Application No. E.O.C.C. No. 122/2017 from the court of additional Chief Metropolitan Magistrate, Chennai.

2. The Company received Final judgement dated 21st June 2022 against the petition/Application No. E.O.C.C. No. 123/2017 from the court of additional Chief Metropolitan Magistrate, Chennai.

3. The Company received order dated 28th July 2022 against the petition/ Application No.

CA No.87Sec.441/RD(SR)/2022-23, CA No.88 Sec.441/RD(SR)/2022-23, CA No.89

Sec.441/RD (SR)/2022-23, No.90 Sec.441/RD(SR)/2022-23 No.91

Sec.441/RD(SR)/2022-23, No.92 Sec.441/RD(SR)/2022-23, No.93

Sec.441/RD(SR)/2022-23, No.94 Sec.441/RD(SR)/2022-23, No.96

Sec.441 / RD(SR)/2022-23, No.97 Sec.441 / RD(SR)/2022-23

from Regional Director, Chennai for the application filed under section 441 of the Companies Act, 2013.

4. Lifting of Companies status from "under liquidation "to "active" for filing w.e.f 21-02-2023 vide High Court of Madras order copy dated 25th January 2023 directing Registrar of Companies to lift the liquidation status.

5. Initiation of Forensic Audit by Bombay Stock Exchange (BSE) for the period

01.04.2016- 31.03.2022. The Company is yet to receive the Final Order/findings by the authority.

REPORTING OF FRAUDS BY AUDITORS:

The statutory auditors have reported no instances of fraud under Section 143(12) of the Companies Act, 2013 during this year.

STATUTORY AUDITORS:

M/s. Vivekanandan & Associates, Chartered Accountant, (Firm Registration Number: 005268S) were appointed as statutory auditor of the company for the term of five years in the 39th Annual General Meeting held on 28th August 2021 and they continue to be the Auditors till 44^th Annual General Meeting.

COMMENT ON STATUTORY AUDITOR'S REPORT:

There are no material qualifications, reservations, remarks or disclaimers made by M/S. Vivekanandan & Associates, Statutory Auditors, in their audit report.

SECRETARIAL AUDITOR:

Pursuant to the requirements of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mrs. N. Srividhya, Practicing Company Secretary (Membership No. CP 14058) was appointed to conduct the Secretarial Audit for the financial year 2023-2024.

The Secretarial Audit report as received from the Secretarial Auditor is annexed to this report as Annexure I.

QUALIFICATION IN SECRETARIAL AUDIT REPORT:

The following explanations are given by your directors in respect of qualifications made by the secretarial auditor of the Company in the secretarial audit report as under,

1. Company will take due action of complying with secretarial standards, LODR, FEMA regulations and website of the company.

2. The Company is yet to receive the Forensic Audit Report.

INTERNAL AUDITORS:

Mr. Balasubramaniam was appointed as an Internal Auditor of the Company w.el., 01^st April 2022.

The Audit Committee determines the scope of internal Audit in line with regulatory and business requirements.

COST AUDITORS:

Pursuant to notification of Companies (Cost Records and Audit) Rules, 2014 mad with Companies (Cost Records and Audit) Amendment rules, 2014, the Company does not fall under the purview of Cost Audit.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board consists of 4 directors and 3KMP including a managing director, company secretary and Chief Financial Officer.

Director's Re-Appointment:

• Mr. Suryaraj Kumar (DIN:00714694) who retires from office by rotation and being eligible offers himself for reappointment.

• Reappointment of Mr. Suryaraj Kumar (DIN:00714694) as Managing Director of the Company w.e.f. 14^th September 2023 for a period of 5 years.

• Reappointment of Mr. Timothy Alfred Joseph Moses (DIN: 01921176), as Independent Director of the company for a second term of five consecutive year from 14th September 2021 to 13^th September 2028.

• Re-appointment of Mrs. Saraswathy Gopalan (DIN: 08372677), as an independent director of the company or a second term of 5 (five) consecutive years on the Board of the Company commencing from February 25, 2024 to February 24, 2029.

BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, the composition of the Board and its committees, culture, execution and performance of specific duties, obligations, and governance.

The board and the committee were evaluated on various criteria as stated below:

1. Composition of the Board and Committee.

2. Understanding of the Company and its business by the Board.

3. Availability of information to the board and committee.

4. Effective Conduct of Board and Committee Meetings.

6. Monitoring by the Board management effectiveness in implementing strategies, managing risks and achieving the goals.

The Board also carried out the evaluation of directors and chairman based on following criteria:

1. Attendance of meetings.

2. Understanding and knowledge of the entity.

3. Maintaining Confidentiality of board discussion.

4. Contribution to the board by active participation.

5. Maintaining independent judgment in the decisions of the Board

NUMBER OF MEETINGS OF THE BOARD AND BOARD'S COMMITTEE:

The Board meets at regular intervals to discuss and decide on business strategies/ policies and review the financial performance of the Company. The Board Meetings are pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors well in advance to facilitate the Directors Lo plan their schedules.

The interval between two Board Meetings was well within the maximum period mentioned under section 173 of the Companies Act, 2013, and SEBI Listing (Disclosures and Obligations Requirements) Regulations, 2015.

Audit committee

• Mr. Timothy Alfred Joseph Moses -Chairperson

• Mr. Suryaraj Kumar -Member

• Ms. Saraswathy Gopalan -Member

• Mr. Saiprasad Kuragayala -Member

Nomination Remuneration c ommittee

• Mr. Timothy Alfred Joseph Moses -Chairperson

• Ms. Saraswathy Gopalan - Independent Director

• Mr. Saiprasad Kuragayala - Independent Director

Stakeholders Relationship committee

• Mr. Timothy Alfred Joseph Moses -Chairperson

• Ms. Saraswathy Gopalan - Independent Director

• Mr. Suryaraj Kumar -Member.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

As required under Clause VII of Schedule IV of the Companies Act, 2013, the Independent Directors held a Meeting on 2^nd February 2024, without the attendance of Non-Independent Directors and members of Management.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization program is to update the Directors on the role's, responsibilities, rights and duties under the Act and other statutes and about the overall functioning and performance of the Company. The policy and details of familiarization program is available on the website of the Company at www.mediaoneglobal.in.

INDEPENDENT DIRECTOR'S DECLARATION:

All Independent Directors have given declarations that they meet the Criteria of independence laid down under Section 149 sub section (6) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure requirements) Regulations, 2015 in respect of financial year ended 31 st March, 2024, which has been relied on by the Company and placed at the Board Meeting.

SECRETARIAL STANDARDS:

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of Board of Directors and General Meetings respectively, have been duly complied with however improvements in certain areas are being made.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, your Company has established a Vigil Mechanism policy for directors and employees to report concerns about unethical behaviours, actual or suspected fraud, violations of Code of Conduct of the Company etc. The mechanism also provides for adequate safeguards against the victimization of employees who avail themselves of the mechanism and also provides for direct access by the Whistle Blower to the Audit Committee. It is affirmed that during the Financial Year 2023-24, no employee lias been denied access to the Audit Committee. The vigil mechanism policy is also available on the Company's website www.mediaoneglobal.in.

INTERNAL FINANCE CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has formulated a Framework on Internal Financial Controls in accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively.

The systems are periodically reviewed by the Audit Committee of the Board for identification of deficiencies and necessary time-bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors' report, key issues and areas of improvement, significant processes and accounting policies.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Board of Directors has adopted a policy and procedure on Code of Conduct for the Board Members and employees of the Company in accordance with the SEB1 (Prohibition of Insiders Trading) Regulations, 2015. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements of the Company.

The Code is aimed at preventing any wrong doing and promoting ethical conduct at the Board and by employees. The Compliance Officer is responsible to ensure adherence to the Code by all concerned.

The Code lays down the standard of Conduct which is expected to be followed hy the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management Personnel have confirmed Compliance with the Code.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth of Rs.500crore or more, or a turnover of Rs.l,000crore or more or a net profit of Rs.5crore or more during any financial year arc required to constitute a CSR committee and our Company does not meet the criteria as mentioned above, hence the Company has not constituted any Corporate Social Responsibility Committee; and has not developed and implemented any Corporate Social Responsibility initiatives and the provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

EXTRACT OF ANNUAL RETURN:

The Annual Return in accordance with Section 92(3) of the Companies Ac t, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on company's website and can be accessed - www.mediaonetrlobal.in.

PARTICULARS OF EMPLOYEES:

There are employees falling within the provisions of Sec tion 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of which are forming part of Financial Statement.

DISCLOSURE REQUIREMENTS:

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

RELATED PARTY TRANSACTIONS:

There are no related party transactions during the financial year under review under section 188 of the Companies Act 2013.

DIRECTORS' RESPONSIBILITIES STATEMENT:

As required under Section 134(3)(C) of the Companies Act, 2013 the Directors hereby state and confirm that they have:

a) In the preparation of the annual accounts for the year ended 31st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures.

h) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, to give a true and fair view of the stale of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for the year ended on that date.

c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts on a going concern basis.

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

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

During the year under review, there were no frauds reported by the Auditors on the employees or officers of the Company under section 143(10) of the Companies Act, 2013.

A. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

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

B. FOREIGN EXCHANGE EARNINGS AND OUTGO:

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR UNDER REVIEW:

There were no applications made nor any proceeding pending under the insolvency and bankruptcy code, 2016 during the year.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2023-24 to tire Bombay Stock Exchange.

ACKNOWLEDGEMENT:

Your directors take this opportunity to express their sincere gratitude to the encouragement, assistance, cooperation, and support given by the Central Government, the Government of Tamil Nadu during the year. They also wish to convey their gratitude to all the customers, Auditors, suppliers, dealers, and all those associated with the company for their continued patronage during the year.

Your directors also wish to place on record their appreciation for the hard work and unstinting efforts put in by the employees at all levels. The directors are thankful to the esteemed stakeholders for their continued support and the confidence reposed in the Company and its management.

CAUTIONARY STATEMENT:

The statements contained in the Board's Report and Management Discussion and Analysis Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws arid regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation.