Mediaone Global Director Discussions


Your directors have pleasure in presenting their 41st Annual Report and the Audited Financial Statements of the Company for the year ended March 31, 2023.

FINANCIAL PERFORMANCE

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

(Rs. lakhs )

Particulars

For the year ended 31.03.2023

For the year ended 31.03.2022

Total Income

2135.11

290.12

Total Expense

1755.35

735.255

Profit/(Loss) before Taxation

379.76

-445.13

Less: Provision for Taxation

-

-

Add/(Less): Provision for Deferred Taxation

-

-

Less: Income Tax of Earlier Year

-

-

Net Profit/(Loss) after Tax

379.76

-445.13

STATE OF AFFAIRS OF THE COMPANYS AFFAIRS/ CHANGE IN NATURE OF BUSINESS:

During the year under review, the Company earned a net profit of 379.76 lakhs against a Net loss of Rs. (445.13) 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 the business.

SHARE CAPITAL

The paid-up Equity Share capital of Company as on March 31, 2023 was Rs. 14,72,00,000. No additions or alterations were made during the year.

DIVIDEND

The Board of Directors have not recommended any dividend for the financial year 2022-23. ¦

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 2022-23

TRANSFER TO GENERAL RESERVE:

Your directors do not propose to transfer any amount to the general reserve of the company during the financial year 2022-23.

DEPOSITS:

. . During the financial year 2022-23, 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:

Particulars of contracts or arrangements with related parties referred to Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC 2, are appended as Annexure I

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 Auditors Certificate on Compliance with the conditions of Corporate Governance is provided as a part of this Annual Report, besides the Management Discussion and Analysis.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements 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 SEBI (LODR) Regulations, 2015 which are placed on the website of the Company www.mediaoneglobal.in

Code of conduct for Board of Directors

Code of conduct for Senior Management personnel

Policy of Directors Appointment and Remuneration

Nomination & Remuneration Policy

Policy on Related Party Transactions

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

Risk Management Policy

Vigil Mechanism Policy

Policy for determining Material Subsidiaries

RISK MANAGEMENT:

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:

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.

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.

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

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

The remuneration/ compensation/ commission etc. to the Managerial Personnel, KMP and Senior Management Personnel will be 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. Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Managerial Personnel.

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 be 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 be treated as part of the remuneration.

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

Commission to Non-Executive/ Independent Directors If proposed may be 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.mediaoneglobal.in.

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

Internal Complaint Committee Members:

Ms. Saraswathy Gopalan

Mr. Jayakumar

The Committee met once in the financial year 2022-23. 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 2022-23, there were no cases filed pursuant to the Sexual harassment of Women at workplace (Prevention and Redressal) Act, 2013.

SUBSIDIARIES, ASSOCIATES AND IOINT VENTURE COMPANIES:

The Ritestone Solutions Private Limited, which was a subsidiary of the company, declared bankrupt on March 2016 and hence could not continue as subsidiary company. As far as the Mediaone Global UK Limited is concerned, it was dissolved in 2018, however there is no certificate of dissolution was produced to the company. After considering the audit committee recommendation on the above the board decided to discontinue to mention the subsidiary name from the year 2022-23 onwards and that proper closure certificate be obtained from UK company.

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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report under section 134(3)(l) of the companies act, 2013.

SIGNIFICANT AND MATERIAL ORDERS 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,

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.

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.

The Company received order dated 28 th July 2022 against the petition/Application No CA No.87 Sec.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.

Lifting of Companies status from "under liquidation "to "active" for filing w.e.f 21-022023 vide High Court of Madras order copy dated 25thJanuary 2023 directing Registrar of Companies to lift the liquidation status.

Initiation of Forensic Audit by Bombay Stock Exchange (BSE) for the period 01.04.201631.03.2022. The Company is yet to receive the Final Order/findings by the authority

REPORTING OF FRAUDS BY AUDITORS:

The statutory auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013 during this year.

AUDITORS:

STATUTORY AUDITORS:

M/s. Vivekanandan & Associates, Chartered Accountant, (Firm Registration Number: 005268 S) 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 this 44th Annual General Meeting.

COMMENT ON STATUTORY AUDITORS REPORT:

There are no 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, Mr. P.S. Srinivasan of M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries (Membership No. CP 3122) was appointed to conduct the Secretarial Audit for the financial year 2022-2023.

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

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,

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

The Company is yet to receive the Forensic Audit Report.

. 3. The qualification mentioned regarding the unpaid dividend account is actually not an unpaid divided but it is an undeclared divided amount. It was wrongly shown under ‘unpaid dividend account for a long period. Due to this it was misconstrued by the other directors that such amount was not transferred to IEPF authority hence attract the violation of ..... Section 205. Managing Director further explained that the unpaid dividend shown under the liabilities related to the earlier provision made for payment of dividend but not declared. Since the amount is not payable, the reversal was mandatory to clean up the balance sheet to reflect the correct position of the accounts.

.. 4. Discontinuation of Ritestone Solutions Private Limited (Declared Bankrupt on march 2016) and Media One Global UK Ltd (Dissolved in 2018) as Subsidiary Companies from the year 2022-23 onwards and that proper closure certificate yet be obtained from UK company.

INTERNAL AUDITORS:

Mr. Balasubramaniam was appointed as an Internal Auditor of the Company w.e.f., 01stApril 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 read 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.

Directors 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 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.

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 Boards 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:

Composition of the Board and Committee.

Understanding of the Company and its business by the Board.

Availability of information to the board and committee.

Effective Conduct of Board and Committee Meetings.

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:

Attendance of meetings.

Understanding and knowledge of the entity.

Maintaining Confidentiality of board discussion.

Contribution to the board by active participation.

Maintaining independent judgment in the decisions of the Board

AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the Board. Pursuant to Section 177(8) of the Companies Act, 2013, the Composition of Audit Committee is given as under:

Composition of Audit Committee:

The Composition of the Audit Committee as on 31st March 2023 is as follows:

• Mr. Timothy Alfred Joseph Moses

Chairperson

• Mr. Suryaraj Kumar

Member

• Ms. Saraswathy Gopalan

Member

• Mr. Saiprasad Kuragayala

Member

NUMBER OF MEETINGS OF THE BOARD AND BOARDS 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 to plan their schedules.

Meeting

No. of Meetings during the Financial Year 2022-23

Date of the Meeting

Board Meeting

24th May 2022, 6th August 2022, 7th November 2022, 9th December 2022 and 02nd February 2023

Audit Committee

4

24th May 2022, 6th August 2022, 7th November 2022 and 02nd February 2023

Nomination & Remuneration Committee

1

2nd February 2023

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

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 2nd February 2023, 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 roles, 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.net

INDEPENDENT DIRECTORS DECLARATION:

All Independent Directors have given declarations that they meet the Criteria of independence laid down under Section 149 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 31st March, 2023, 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 2022-23, no employee has been denied access to the Audit Committee. The vigil mechanism policy is also available on the Companys website ¦. ¦. www.mediaoneglobal.net

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 Audit Committee of the Board for identification of deficiencies periodically reviews the systems 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 SEBI (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.

Employees aim the Code at preventing any wrong doing and promoting ethical conduct at the Board and. 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 by 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.1, 000crore or more or a net profit of Rs5crore or more during any financial year are 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 Act, 2013 read with the Companies (Management and Administration) Rules, 2014, is available on companys website and can be accessed - www.mediaoneglobal.net.

PARTICULARS OF EMPLOYEES:

There are no employees falling within the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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.

DIRECTORS RESPONSIBILITIES STATEMENT:

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

In the preparation of the annual accounts for the year ended 31st March 2023, the applicable accounting standards had been followed along with proper explanation relating to material

. ¦. ¦ departures.

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 state 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.

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.

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

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

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.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

(Rs. in lakhs)

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

2022-23

2021-22

Earning in Foreign Exchange

4,72,18,176/-

NIL

Expenditure in Foreign Exchange

NIL

NIL

CIF value of imports - Raw Materials - Calcium Carbide

NA

NA

CORPORATE GOVERNANCE

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

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY

AND BANKRUPTCY CODE, 2016 1 OF 2016) DURING THE YEAR ALONG WITH THEIR

STATUS AS AT THE ENP Of THE FINANCIAL YEAR;

There are no proceedings pending under the Insolvency and Bankruptcy Code. 2016.

MAIQR.TjjMQS.HAPPENElLilDJ^iLIHOM&JLVUl.CH.MADE.THE IMPACT QHIHLOVEHALL WORKINGS OF THE COMPANY & THE MAIQR ACTIONS TAKEN BY THE COMPANY IN THAT respect, suui AS.CQVJU?:19. PANDEMIC

NIL

THE DETAILS OF DIFFERENCE DETWEEN AMOUNT Qf THE VALUATION DONE AT TUI TIME OF ONE TIME SFTTLEMENL-AND._I11E.A1ALUAI1QN-D.QNE WHILE TAKING LOAN FROM THE BANKS. 0RFLNA.NC1AL INSTITUTIONS ALONG . WITH THE MASONS THEREOF.;

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

THE .RATIO JLFJTH E_R E MU.N E RAT I ON _OF_E ACII_D_I RECJO R Tj)Jl JJEJV1EDJ A N. R EM U N E RATI ON OF THE EMPLOYEES OF THE COMPANY FOR THE FINANCIAL YEAR AND PERCENTAGE

INCREASE IN REMUNERATION QF.EACHD1&ECIQRAND KMP;

The Information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished hereunder

S. No Name

Designation

Remuneration

pai

FY 2022-23

Remuneration

paid

FY 2021-22

Ratio / times per median of employee remuneration

1 Govind Anusha

Company

Secretary

27500

-

1.10:1

LISTING FEES:

The Company confirms that it has paid the annual listing fees for the year 2022-23 to the Bombay Stock Exchange.

CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer books of the company will be closed with effect from Friday, 8th September 2023 to Thursday, 14thof September 2023(both days inclusive).

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 Boards 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 and 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.

For Mediaone Global Entertainment Limited

Sd/-

Suryaraj Kumar Chairman &Managing Director

din: 00714694

Date: 22-08-2023 Place: Chennai

Form for disclosure of particulars of contracts/ arrangements entered into by the Company with related parties referred tom sub section(1) of Section188 of the Companies Act,2013 mdudmg cardamoms lengths an sections under the proviso thereto : ¦

Details of contracts or arrangements or transactions not at arms length basis: NIL a) Name(s)of the related party and nature of relationship : NIL b) Nature of Contracts/arrangements/transactions: NIL.. c) Duration of Contracts or arrangements/transactions :NIL

Salienttermsofthecontractsorarrangementsortransactionsincludingthevalue:NIL

Justificationforenteringintosuchcontractsorarrangementsortransactions:NIL

Date(s)of approval by the Board: NIL

Amount paid as advances ,if any: NIL

Date on which the special resolution was passed in general meeting as required \ ¦ under first proviso to Section188: NIL

.2. Details of material contracts or arrangements or transactions at arms length basis:

Name of the related party and nature of relationship:

SURYARAJ KUMAR- Managing Director

PPG International Limited - Holding Company

b) Nature of transaction

Managing Director remuneration

Export of Services

C) Salient terms of the transaction including the value if any

PARTICULARS

TRANSACTION

AMOUNT

NATURE OF TRANSACTION

Key Management Personnel

SURYARAJ KUMAR

Rs Nil (Rs. Nil)

Rs. 84,00,000 (Rs. 84,00,000)

Managing Director remuneration Amount payable to the Director

Transaction with Holding Company

Rs. 7,12,26,610/- Rs. 4,04,31,818/-

Export of Services - Contents produced on their behalf.

Amount outstanding as at year-end on account of export of services

Date: 22-08-2023 Place: Chennai

For Mediaone Global Entertainment Limited

Sd/-

Suryaraj Kumar Chairman &Managing Director

din: 00714694

To,

The Members

MEDIAONE GLOBAL ENTERTAINMENT LIMITED

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Mediaone Global Entertainment Limited (hereinafter called the company). Secretarial audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended 31st March, 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have also examined the following with respect to the new amendment issued vide SEBI Circular number CIR/CFD/CMD1/27/2019 dated 8thFebruary, 2019 and Exchange Circular no. 20230316-14 dated March 16, 2023 (Regulation 24A of SEBI(LODR)

all the documents and records made available to us and explanation provided by Mediaone Global Entertainment Limited ("the Listed Entity"),

..(b) the filings/submissions made by the Listed Entity to the Stock Exchange,

website of the listed entity,

books, papers, minute books, forms and returns filed with the Ministry of Corporate Affairs and other records maintained by Mediaone Global Entertainment Limited ("the Company") for the financial year ended on 31st March, 2023 according to the provisions asapplicable to the Company during the period of audit and subject to the reporting made hereinafter and in respect of all statutory provisions listed hereunder:

The Companies Act, 2013 (the Act) and the Rules made there under;

The Securities Contracts (Regulation) Act, 2018 (SCRA) and the Rules made there under;

The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act)

The Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 as amended from time to time.

The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as amended from time to time;

\!X(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time;

The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;(Not applicable for the year under review)

Securities and Exchange Board of India (Buyback of Securities) Regulations, (not applicable for the year under review)

Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;(not applicable for the year under review)

Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable for the year under review)

Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013(Not applicable for the year under review)

(j) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021(Not applicable for the year under review

(k) Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009

Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to Securities Market) Regulations, 2003

(m) Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018 and circulars/ guidelines issued thereunder;

(n) Securities and Exchange Board of India Vide Circular no: CIR/CFD/CMD1/27/2019 dated February 08, 2019.

(o) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of External Commercial Borrowings.

We hereby report that

The Listed Entity has complied with the provisions of the above Regulations and circulars/guidelines issued thereunder,

The Listed Entity has maintained proper records under the provisions of the above Regulations and circulars/guidelines issued thereunder in so far as it appears from our examination of those records. ¦ :

Actions have been taken against the listed entity on few events by stock exchange under the aforesaid acts/regulations/ circulars/ guidelines issued thereunder as specifically mentioned in 24A Audit Report:

. .• Non-Compliance of Regulation 13(3) of SEBI (LODR), 2015- Fine was levied against the Company has been paid.

• Non-Compliance of Regulation 6(1) of SEBI (LODR), 2015- Fine was levied against the Company and promoters shares were frozen, however the company filed waiver application during April, 2023 and fine was waived off during 25th April 2023.

Warning letter issued (First Time Violation) as per the Insider code of conduct of the Company under Regulation 9 of SEBI (PIT) Regulation 2015 against Saraswathy Gopalan and fine levied amounting to Rs. 5,000/-

d. The clauses 6(a) and 6(b) as mentioned in SEBI Circular No. CIR/CFD/CMD1/114/2019 dated October 18, 2019 with regard to the Resignation of Statutory Auditors are not applicable for the year.

We have also examined the compliance with the applicable clauses of the following:

The Listing Agreements entered into by the Company with the Stock Exchanges, where the Securities of the Company are listed and the uniform listing agreement with the said stock exchanges pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

In our opinion and as identified and informed by the Management, the following laws are specifically applicable to the Company:

1. The Indian Copyright Act,1957

2. The Trademarks Act,1999

3. The Cinematograph Act,1909

4. The Indian Contract Act,1872

5. The Patent Act,1970

6. Intellectual Property Rights related laws

It is reported that during the period under review, the Company has been regular in complying with the provisions of the Act, Rules, Regulations and Guidelines, as mentioned above, except:

The company has been identified as ESM :Stage 2 by BSE.

The Company is yet to improve in Secretarial Standard in certain areas.

The Company is yet to strictly comply with SEBI (LODR) Regulations, 2015 among other deviations as observed in 24A Audit filed with Bombay Stock Exchange.

The Website of the Company is not actively updated.

There was Delay in the filing of following forms MGT-7, AOC-4 XBRL, however the same was filed with additional fee with the Registrar of Companies.

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

Violation of foreign exchange Management Act, 1999 and the rules and regulations made there under to the extent of External Commercial Borrowings.

6.4 Unpaid dividend account has been written off and added up in other income for the current year balance sheet resulting to IEPF violation.

6.5 Discontinuation of Ritestone Solutions Private Limited (Declared Bankrupt on march 2016) and Media One Global UK Ltd(Dissolved in 2018) - Subsidiary Companies from the year 2022-23 onwards and that proper closure certificate yet be obtained from UK company.

The company did not file form DIR-12 for the Resignation of Miss. Joyce OliviyaTauro (DIN: 08765489), Independent Director of the Company due to technical problems faced by Company.

We further report that there were no actions/events in the pursuance of

The Securities and Exchange Board of India (Share Based employee Benefits and Sweat equity) Regulations, 2021 and the Employees Stock Option Scheme, 2007 approved under the provisions of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021

The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018

The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

We further report that, based on the information provided by the Company, its officers and authorized representatives ,in our opinion, adequate systems and control mechanism exist in the Company to monitor and ensure compliance with other applicable general laws including Human Resources and Labour laws.

We further report that the compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit since the same have been subject to review by Statutory financial auditor and other designated professionals.

We further report that

The Board of Directors of the company is constituted with Executive Directors, Non-Executive Directors and Independent Directors. During the period under review, there was no changes in the Board of Directors.

Notices is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were delivered and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that during the audit period the following events which have a major bearing on the Companys affairs have occurred:

The Company faced Legal Litigation Initiated with EXIM Bank, to account for this situation, the company has made a provision of ^3,34,91,405 in its books of accounts. This provision includes the unpaid interest of ^60,90,210. It has been classified as other non-current liabilities as of March 31, 2022.

Resignation of Miss. Joyce OliviyaTauro (DIN: 08765489), Independent Director of the Company w.e.f 17th May 2022.

Cessation of Mr. Raghavan Gopalswami, Compliance officer and Company Secretary of the Company w.e.f 24th August 2022 due to death.

Open offer made by PPG International Limited (Acquirer) to acquire 38,27,200 equity shares of the face value of Rs.10.00 of Mediaone Global Entertainment Limited (Target \ Company) at Rs.2.00 per equity share representing 26.00% of the equity shares of the Target Company. Shares acquired from Shripathee Investments P Ltd by the way of open offer is 75,54,359 equity shares.

XXX 5. 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.

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

The Company received order dated 28th July 2022 against the petition/Application No CA No.87Sec.441/RD(SR)/2022-23, CA No.88Sec.441/RD(SR)/2022-23, CA :No.89Sec.441/RD(SR)/2022-23, No.90Sec.441/RD(SR)/2022-

23No.91Sec.441/RD(SR)/2022-23, No.92Sec.441/RD(SR)/2022-23,

No.93Sec.441/RD(SR)/2022-23, No.94Sec.441/RD(SR)/2022-23,

No.96Sec.441/RD(SR)/2022-23, No.97Sec.441/RD(SR)/2022-23 from Regional

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

Appointment of Mrs. Govind Anushahas as Company Secretary and Compliance Officer of the Company w.e.f 01st January 2023.

Appointment of Mr. Ruben Prasanth (DIN: 09766622) as an Independent Director of the Company vide Postal Ballot dated 10th January 2023, however the Company has not filed Form DIR-12 with Ministry of Corporate Affairs, Director withdrawn stating his inability to serve as Independent Director of the Company. ¦ X ¦

Lifting of Companies status from "under liquidation "to "active" for filing w.e.f 21-022023 vide High Court of Madras order copy dated 25th January 2023 directing Registrar of Companies to lift the liquidation status.

We further report except as given below, no other material events have been occurred during the period after the end of the Financial Year and before the signing of this Report:

The Company signed with GD Naidu Charities to make a Biopic on the life and achievements of Mr. GD Naidu Starring R Madhavan dated 05th April 2023.

The Company filed waiver application for fines for late / non-compliance under Regulation 6(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015/ erstwhile Listing agreement, however the same was withdrawn on 25thApril 2023 based on the submissions made by the Company dated.

Mr. SuryarajKumar(belonging to promoter Group) sold 1400 Equity shares of the Company through open market on 22ndMay 2023 and the holding after transactions stands at 399224 Equity shares.

Mr. SuryarajKumar(belonging to promoter Group) acquired 2800 Equity shares of the Company through open market on 26thMay 2023 and the holding after transactions stands at 400637 Equity shares.

The Company has announced that it will be executing & providing Production Services for two Marathi movies shooting in the United Kingdom dated 21st June 2023.

Initiation of Forensic Audit by Bombay Stock Exchange (BSE) in connection with the ongoing investigation on Eros International Limited and appointment of M/S. SKVM& Co as

\ the auditor for the same. The Company is yet to receive the Final Order/findings by the authority

The Company filed waiver application dated 19th July 2023 for the Fines Imposed on the Company for the non-compliances of Regulation 23(9) of SEBI (LODR) Regulations, 2015 as per SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020, however the same is pending for approval

Place: Chennai Date: 22.08.2023

For LAKSHMMI SUBRAMANIAN & ASSOCIATES

Sd-/

P.S. Srinivasan Partner FCS No. 1090 C.P.No. 3122

X \ \ \ \ \ \ \ Peer Review Certificate No:1670/2022

¦ A001090E000838795

To,

The Members

MEDIAONE GLOBAL ENTERTAINMENT LIMITED

Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on a random test basis. \

The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Place: Chennai

Date: 22.08.2023 For LAKSHMMI SUBRAMANIAN & ASSOCIATES

Sd-/

P.S. Srinivasan Partner FCS No. 1090

C.P. No. 3122 Peer Review Certificate No:1670/2022 UDIN:A001090E000838795