DIRECTORS' REPORT: To the Members Your directors are pleased to present their report on the business and operations of your company for the year ended 30th June 2012. Results of the operations Your Company's performance during the year has been good. The total revenues were Rs. 1,20.44 crores as against the previous years' figures of Rs. 109.48 crores. The operating profits were at Rs.9.52 crores as against last years' Rs.9.92 crores. The profit after tax was Rs.4.97 crores against Rs.4.94 crores last year. Dividend Your directors recommend a dividend of 8% on 1,47,20,000 equity shares of Rs. 10/- each for the financial year ended 30th June 2012. The dividend, if approved by the shareholders in the forthcoming Annual General Meeting, will be paid to the holders of the above shares whose names appear on the Register of Members of the Company as on 30th December 2012. Business Your Company is in the business of Television and Filmed entertainment. The company is focused to grow in Film Exhibition (theaters) through an asset based ownership model. Currently your company is attempting to integrate its discrete production and distribution operation to create a unique value chain. This is being achieved by agglomerating the theaters under single management and extending the power of scale on the entire value chain, which enables the company to plan content as a supply chain. The company enjoys domain strength, forward integration presence in Tamilnadu, pricing power, and cross- packing advantage. Your company has tremendous eco- system strengths that give it a competitive edge and restricts entry of new players. Listed on the BSE, your company's market capitalization is around Rs. 1,237 million. Dematerial ization Your Company's shares have been listed on the Bombay Stock Exchange. Your Company's shares have been admitted for dematerialization by National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) bearing ISIN INE 828101019. Acceptance of Deposits under Sec 58A of the Companies Act, 1956 During the year under review, your company has not accepted or renewed any deposits within the meaning of Sec 58 A of the Companies Act, 1956 and rules made there under. Directors As per Article 121 of the Articles of Association, Mr. Thomas Kuruvilla retire by rotation in the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. Auditors During the year, M/s. KNR Associates, Chartered Accountants, Pondicherry, were appointed as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. R. P. Madhu & Co., Chartered Accountants, Chennai, to hold office until conclusion of the next Annual General Meeting, at a remuneration to be fixed by the Board. Reply to Auditors' Report Observation made by the Auditors of the Company in their report with relevant Notes to the Accounts are self explanatory and not call for any further comment under section 217(3) of the Companies Act, 1956. CORPORATE GOVERNANCE A Report on Corporate Governance along with a certificate from M/s. KNR Associates., Chartered Accountants regarding compliances of the requirements of Corporate Governance is annexed herewith. MANAGEMENT DISCUSSION & ANALYSIS REPORT The report on Management Discussion & Analysis is annexed herewith. PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956: During the year under review, none of the employees of the Company were in receipt of remuneration aggregating to Rs.60,00,000/- p.a or more for the whole of the year, if employed throughout the year, or Rs.5,00,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under sec 21 7(2A) of the Companies Act, 1956 and the rules made there under. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: Information pursuant to 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 have been furnished in the annexure. Directors Responsibility Statement In terms of section 21 7 (2AA) read with section 292A of the Companies Act 1956, we, the directors of Mediaone Global Entertainment Limited (MOGEL), state that in respect of Financial Year 2011-2012 i. in the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; ii. the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the company at the end of the financial year and of the profit of the company for that period; iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets fo the Company and for preventing and detecting fraud and other irregularities. iv. the Directors have prepared the annual accounts on a going concern basis. v. The Board opines that the Company has internal control system commensurate with the size of the Company and the nature of its business. ACKNOWLEDGEMENTS: The Board would like to express their gratitude for the continued support which the Company has received from its, Shareholders, Customers, Suppliers, Bankers, Statutory Authorities and all other business associates. The Board wishes to place on record their sincere appreciation to all the Company's employees for their collective contribution to the Company's improved performance. for & On behalf of the Board SURYARAJ KUMAR Chairman & Managing Director Place: Chennai Date: 29.08.2012 |