Midvalley Entertainment Ltd Directors Report.

To

The Members

Mid Valley Entertainment Limited

Your Directors present their Twenty Ninth Report of the Company together with the Audited Statement for the year ended 31st March, 2018:

FINANCIAL RESULTS

(Figs. In Rupees)
PARTICULARS AS ON 31.3.2018 AS ON 31.3.2017
Total Income 0 0
Profit/(Loss) Before (7,99,46,459) (5,48,63,395)
Taxation
Less: Provision for Taxation 0 0
Add/(Less) :Provision For 0 0
Deferred Taxation
Less: Income Tax of earlier 0 0
Year
Net profit/(Loss) after Tax (7,99,46,459) (5,48,63,395)

BUSINESS & PERFORMANCE:

During the year there was no operations, resulting net loss before tax (PBT) of Rs. 7,99,46,459 for the year.

FUTURE PROSPECTS:

Our Business:

Content; Content and Content

We have started aggregating content

We will place content in any medium or platform

We will expand internationally, as we have no language or geography limitation

Project - World TV

Any where i.e any place

Any time (on demand and non liener)

Any medium (TV/mobile/cinema screens/OOH)

Any delivery (Catv/ip/Cellular)

We would like to let you know that we will first in the world to implement this project.

Consumers through

Cable TV

Internet providers (set top box/dongle)

Mobile (as app OTT)

The Company has entered into in-principle Memorandum of Understanding with Delinet Broadband Private Limited, for creating content delivery infrastructure for implementing IPTV and other convergent services using CATV infrastructure on 06.06.2018 on certain terms and conditions.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2018 was Rs.34,22,45,690. No additions and alterations to the capital were made during the financial year 2017-18.

DIVIDEND:

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

TRANSFER TO GENERAL RESERVE

Your Company does not propose any transfer of funds to the General Reserve.

POLICY ON SEXUAL HARASSMENT

The company has a policy in prevention & prohibition of sexual harassment at workplace. 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 for prevention and re-dressal of such complaints.

During the year, no complaints have been received under the policy and the policy can be viewed in the website on the Company www.mvel.co.in .

SUBSIDIARY COMPANIES:

The company had two subsidiary companies and one associate Company as under:

Midvalley Entertainment International Pvt Ltd Associate company
Midvalley Contents &Distributions Pvt Ltd Wholly owned subsidiary
Midvalley Hospitality Pvt Ltd Wholly owned subsidiary

There were no operations in the subsidiaries and the Associate Companies, hence AOC-1 is not attached.

CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND SEBI (LODR) REGULATIONS 2015:

Corporate governance is for the year is attached separately.

various information required to be disclosed under the Act and the Listing Agreement is set out in the Annexure - 1and forms part of the report.

TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE INFLOW & OUTGO

Companys business does not require any technology absorption and hence no reporting is required to be furnished under this heading.

Foreign exchange inflow and outflow during the year is Nil.

CORPORATE SOCIAL RESPONSIBILITY:

CSR provisions are not applicable to the Company

BOARD EVALUATION:

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

DEPOSITS:

Your company has not accepted any deposits from the public during the year under review. There are no outstanding deposits as on 31st March 2018.

DIRECTORS AND KEY MANAGERIAL PERSONNAEL:

The Directors and key managerial personnel of the Company are as under:

NAME DESIGNATION DATE OF APPOINTMENT /CESSATION
Kamalnayan Harakchand Independent Director 01/07/2011
Ganapathi Lalitha Independent Director 31/03/2014
Homasamanvitha** Independent Director 12/02/2018
R Chandrasegaran Director 11/07/2018*
Datu K Keetheeswaran Director 11/07/2018*

*The office of Directors Datu K Keetheeswaran and R Chandrasegaran was vacated.

**Ms.Homasamanvitha shall be non-Executive Director and being confirmed in the ensuing Annual General Meeting.

AUDITORS:

Statutory Auditor:

R. Lakshmi Narayanan, Chartered Accountant, (Reg No.204045) have been appointed at the Annual General Meeting held for the Financial year 2015-16 from the conclusion of the 26th Annual General Meeting to the conclusion of the 30th Annual General Meeting of the Company.

Reply to the observations made by the Statutory Auditor:

Statutory Auditor has made the following observations in the report:

According to information given to me and explanations provide, the company is not regular in depositing undisputed statutory dues including income tax deducted at source, sales tax, duty of customs, duty of excise, cess and other statutory dues with appropriate authorities. The company has to pay the income tax and fringe benefit tax(FBT) for the years ended march 31,2006,2007,2008,2009 and 2010 amounting to Rs.36,42,653/-,Rs.5,75,40364,Rs.3,51,17,32, Rs.47,76,704 Rs.77,66000 respectively and FBT of Rs165000 (excluding interest) and TDS of Rs.9,90,125 ESI, PF and professional tax of Rs.1,33,849 respectively.

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

Directors comments:

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

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. P.S Srinivasan, Practicing Company Secretary, (CP No.1090, FCS:3122), to undertake the secretarial audit of the company for the financial year ended 31st March 2018 (FY 2017-18). The Secretarial Audit Report is annexed herewith as Annexure-5.

Reply to the observations made by the Secretarial Auditor:

Secretarial Auditor has made the following observations in the report:

We further report that, on examination of the relevant documents and records, the Company has been regular in complying with the provisions of the Act, Rules, Regulations mentioned above except the following observations:

1. There has been certain delay in filing forms and Annual returns of the Company.

2. There was no proper physical quorum for all accounts meeting since the foreign directors participated only through video conferencing.

3. No E-voting facility was provided by the management, since the shares were suspended from NSDL/CDSL.

4. Appointment of Independent Auditors

Directors comments:

The Directors are taking necessary steps in the near future to regularize the appointment of Independent Auditors, avoid delays in filing forms, providing e-voting facilities to the shareholders and maintain proper quorum.

INTERNAL AUDITORS:

The Company is yet to appoint an internal auditor and the Directors are taking steps for appointing the same.

NUMBER OF BOARD MEETINGS:

During the Financial Year 2017- 2018, five Meetings of the Board of Directors and there is no gap of more than 120 days as prescribed under section 173(1) of the Act.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures

That your Directors have selected such accounting policies and applied them and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year March 31, 2018 and of the profit of the company or the financial year;

That your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the 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 by the company and that such internal financial controls are adequate and were operating effectively; and

That your directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Place: Chennai For and on behalf of the Board
Date: 10/08/2018 Kamalnayan Harkachand