Midvalley Entertainment Ltd Management Discussions

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.

BUSINESS RISK MANAGEMENT:

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with the provisions of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets.

All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

All the investments related activities are done under the direct supervision of the Chairman of our company. Based on the nature of the business the Audit Committee has suggested formation of Investment Committee for the Financial Year 2017-18 and to lay down an Investment Policy.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the company has formulated a whistle blower policy.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

DIRECTORS AND COMMITTEE MEETINGS

During the year Five (5) Board Meetings, Four (4) Audit Committee Meetings, One (1) Stakeholders

Relationship and Investor Grievances Committee Meetings, One Meeting of Nomination and

Remuneration Committee, One Meeting of Directors other than Independent Directors for evaluation of performance of Independent Directors and One Meeting of Independent Directors for evaluation of performance of other Directors was held. The Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors:

Name	Category of membership
Mr. Kamalnayan	Chairman
Mrs. G Lalitha	Member
Ms. Homasamnvitha *	Member

*Ms. Homasamnvitha was inducted in the committee on 12/02/2018

STAKEHOLDERS/INVESTORS GRIEVANCE AND SHARE TRANSFER COMMITTEE

The company is having a Stakeholders/Investors Grievance and Share Transfer Committee comprising of the following directors:

Name	Category of membership
Mr. Kamalnayan	Chairman
Mrs. G Lalitha	Member
Ms. Homasamnvitha *	Member

*Ms. Homasamnvitha was inducted in the committee on 12/02/2018

NOMINATION AND REMUNERATION COMMITTEE

The company is having a Nomination and Remuneration Committee comprising of the following directors:

Name	Category of membership
Mr. Kamalnayan	Chairman
Mrs. G Lalitha	Member
Ms. Homasamnvitha *	Member

*Ms. Homasamnvitha was inducted in the committee on 12/02/2018

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Company does not have a CSR Committee as the CSR provisions are not applicable to the Company.

RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013, and there were no related party transactions entered into by the Company during the financial year under review.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website. None of the Directors has any pecuniary relationships or transactions vis--vis the Company.

CORPORATE GOVERNANCE

As per the provisions of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Companys Secretarial

Auditor confirming compliance forms an integral part of this Report.