notice to the shareholders - pentamedia :: … information/annual report...directors proﬁ le 02...

Directors Profi le .................................................02

Notice to the Shareholders ................................03

Directors’ Report & Management Discussionand Analysis Report...........................................09

Report on Corporate Governance .....................31

Independent Auditor’s Report ............................44

Balance Sheet ...................................................48

Statement of Profi t & Loss Account ...................49

Notes Forming Part of Financial Statements .....51

Attendance and Proxy Form ..............................67

C O N T E N T S

BOARD OF DIRECTORS

Mr.V.Chandrasekaran - Managing DirectorMrs.Sumathi Sridharan - Director

Mr.S.D.Viswanathan - DirectorMr. R. Kalyanaraman - DirectorMr. R. Swaminathan - Director

COMPANY SECRETARY & COMPLIANCE OFFICER

Mr. T.S. Srinivasan

AUDITORS

M/s. Babu Peram & AssociatesChartered Accountants

Firm Registration No.012721SNo.6, 2nd Street, V.O.C. Nagar,

Kodambakkam, Chennai - 600 024Email: [email protected]

BANKERS

Oriental Bank of CommerceState Bank of India

REGISTERED OFFICE

No. 25, “Taurus”, 1st Main Road, U.I.Colony,Kodambakkam, Chennai-600024

Tel.: 044-24833067, Fax:044-24726042,Email : [email protected] / [email protected],

www.pentamedia.in

REGISTRAR & TRANSFER AGENT

M/s. Cameo Corporate Services LimitedUnit : “Pentamedia Graphics Ltd.” “Subramaniam Building”,

No.1 Club House Road, Anna Salai, Chennai - 600 002.Tel.: 044-2846 0390 (5 Lines), Fax : 044-28460129,

Email: [email protected]

PENTAMEDIA GRAPHICS LIMITED2

DIRECTORS – A BRIEF PROFILE

Mr . V. Chandrasekaran - Managing Director

Mr. V. Chandrasekaran aged about 64 years is an M.E. in computer science from the Regional Engineering College, Trichy. He has worked in the fi eld of computer software for well over two decades and held positions both in India and abroad. He began his career with Bharath Heavy Electricals Ltd (BHEL) and served company for over 10 years in various capacities and had managed the design, development and maintenance of software and systems. Mr Chandrasekaran was with Systems & Applied Sciences Corporation, Washington, USA, where he was involved in design, development and implementation of software for enterprising and media services.

Mr. R. Kalyanaramann - Non–Executive Independent Director

Mr. R. Kalyanaraman aged about 64 years is an Electrical Engineer and worked with BHEL, R&D, Hyderabad & Ranipet, as in charge of vendor development and served there nearly a decade in that Company over a period of 10 years. He also played the role of Financial & Business promotional adviser for various organizations including Media & Software.

Mrs. Sumathi Sridharan Non-Executive Director

Mrs.Sumathi Sridharan aged about 54 years, is an M.E in Computer Science and worked with NIT [REC], Trichy as a faculty in Department of Computer Science. She served in our group from 1993 to 2004 and her corporate professional experience spans over 25 years in various fi elds such as software development, education and training.

Mr. S. D. Viswanathan Non-Executive Independent Director

Mr. S. D. Viswanathan aged about 80 years, and has 40 years of professional corporate experience in executing projects and in corporate planning. He is an Honours Graduate in Electronics and Electrical Engineering and commenced his career with Indian Railways for more than two decades, where he fi nally held the position of Director of Inspection, Integral Coach Factory, Chennai. He held several positions in leading private sector companies and has been a Techno Consultant

Mr. R. Swaminathan - Non-Executive Independent Director

Mr. R. Swaminathan aged about 53 is a Qualifi ed Chartered Accountant, Cost and Management Accountant and Company Secretary and also Life Member of Indian Institute of Banking and Finance, Fellow of Institute of Chartered Shipbrokers London, Qualifi ed Licensed International Financial Analyst. He is a Cross-functional and Cross-industry expertise in the areas of – Banking, Global Shipping, Auditing, Finance and Taxation and possess over 25 years of experience. Part of various professional institutes and trade bodies/associations, His proven ability as a banker, ability to develop strategies to turnaround the company is vital for corporate sector. He is specialized in International fi nancing, Attracting Global Investment, Corporate Governance and GRC techniques.

ANNUAL REPORT 2014 15 3

PENTAMEDIA GRAPHICS LIMITEDCIN: L74210TN1976PLC007142

Regd Offi ce: “Taurus” No. 25, 1st Main Road, United India Colony, Kodambakkam, Chennai – 600 024.Ph No: 044-24833067 Fax No:044-24726042, E-Mail ID: [email protected] website: www.pentamedia.in

NOTICE CONVENING THE THIRTY NINTH ANNUAL GENERAL MEETINGNOTICE is hereby given that the THIRTY NINTH Annual General Meeting of the members of PENTAMEDIA GRAPHICS LIMITED will be held on Thursday, the 03rd of September, 2015 at 10.00 A.M at RANI SEETHAI HALL, No.603, ANNA SALAI, CHENNAI - 600 006, to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Directors’ Report and the Audited Statement of Profi t and Loss for the year ended 31st March, 2015 and the Balance Sheet as at that date and the Report of the Auditors thereon.

2. To appoint a Director in the Place of Mrs. Sumathi Sridharan, (DIN: 00162055) who retires by rotation and being eligible, offers herself for re-appointment.

3. To ratify the appointment of Statutory Auditors to hold offi ce from the conclusion of this Annual General Meeting till the conclusion of the Forty Third Annual General Meeting and in this connection, to consider and if deemed fi t, to pass with or with out modifi cation(s), the following resolution as an Ordinary Resolution.

“RESOLVED THAT pursuant to the provisions of Section 139,142 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modifi cation(s) or re-enactment thereof for the time being in force), pursuant to the recommendations of the Audit Committee of the Board of Directors and pursuant to the resolution passed by members at the AGM held on 28th August,2014, the appointment of M/s. Babu Peram & Associates, Chartered Accountants, Chennai bearing Firm Reg. No. 012721S as the Statutory Auditors of the Company to hold offi ce from the conclusion of this Annual General Meeting until the conclusion of Forty third Annual General Meeting to be held in the year 2019 (subject to ratifi cation of the appointment by the members at every Annual General Meeting held after this Annual General Meeting) on a remuneration as may be decided by the Board in consultation with the Auditors.”

SPECIAL BUSINESS:

4. To consider and if thought fi t, to pass, with or without modifi cation(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 196, 197 and other applicable provisions of the Companies Act, 2013, the rules made there under (including any statutory modifi cation(s) or re-enactment thereof for the time being in force) read with Schedule V of the Companies Act, 2013, approval of the Company be and is hereby accorded for the appointment of Mr. V. Chandrasekaran (DIN: 00158019) as the Managing Director of the Company with effect from 1st November, 2014 for a period of three years on the following terms and conditions:

a) Salary

Rs.2,00,000/-per month in the scale of Rs.2,00,000/- to Rs. 4,00,000/- Increments to be decided by the Nomination & Remuneration Committee.

b) In terms of the provisions of Article 37 of the Articles of Association of the Company, Mr. V. Chandrasekaran shall not be subject to retirement by rotation during his tenure as Managing Director.

c) Perquisites (evaluated as per Income-Tax Rules, wherever applicable, and at actual cost to the Company in other cases) like the benefi t of gas, electricity, water, club fees, personal insurance, use of car and telephone at residence or reimbursement of expenses in lieu thereof, medical reimbursement, leave and leave travel concession, education benefi ts and other benefi ts in accordance with the scheme(s) and rule(s) applicable to the members of the staff from time to time, for the aforesaid benefi ts.

d) Mr. V. Chandrasekaran shall not be entitled to any sitting fee for the meeting of the Board or of any committee thereof.

e) Mr. V. Chandrasekaran will be subject to all other service conditions as applicable to any other employee of the company.

In the event of absence or inadequacy of profi ts in any fi nancial year, Mr. V. Chandrasekaran will be paid remuneration including the perquisites and other amenities as aforesaid subject to the limits specifi ed under Part II of Schedule V of the Companies Act, 2013 (including any statutory modifi cations or re-enactment thereof for the time being in force).

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts and deeds as it may consider necessary, expedient or desirable, in order to give effect to this resolution or otherwise as considered by the Board to be in the best interest of the Company”.


5. To consider and if thought fi t, to pass, with or without modifi cation(s), the following resolution as an Ordinary Resolution:

“Resolved that, pursuant to Section 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder, Mr. R Swaminathan (DIN: 02052310) who was appointed as an Additional Director of the Company by the Board of Directors with effect from May 29, 2015 and who holds offi ce till the date of the AGM , in terms of Section 161 of the Companies Act, 2013, and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention to propose Mr.R Swaminathan as a candidate for the offi ce of a Director of the Company, be and is hereby appointed as an Independent Director of the Company for a period up to May, 28, 2020, not liable to retire by rotation.”

By Order of the Board

T.S. SrinivasanCompany Secretary

Place: ChennaiDate: 24.07.2015

NOTES:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and Vote on a poll only instead of Him / Her. The proxy need not be a member of the Company. A blank form of proxy is enclosed herewith and if intended to be used, it should be returned duly completed at the Registered Offi ce of the Company not later than forty eight hours before the scheduled time of the commencement of 39th Annual General Meeting.

2. A person can act as a proxy on behalf of members not exceeding fi fty and holding in the aggregate not more than 10% of the total share capital of the company carrying voting rights. A member holding more than 10% of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder.

3. The statement under Section 102 of the Companies Act, 2013, relating to the Special Business is annexed herewith.

4. During the period beginning 24 hours before the time fi xed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided not less than three days of notice in writing is given to the Company.

5. Members / proxies should bring the duly fi lled Attendance Slip enclosed herewith to attend the meeting.

6. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, and Register of contracts or arrangements in which Directors are interested maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the members at the AGM

7. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certifi ed copy of the Board Resolution authorizing their representatives to attend and vote on their behalf at the Meeting.

8. Brief resume of Directors including those proposed to be appointed / re-appointed, nature of their expertise in specifi c functional areas, names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock exchanges, are provided in the Statement forming part of the notice.

9. The Register of Members and the Share Transfer Books of the Company shall remain closed from Friday 28th August 2015 to Thursday 03rd September 2015, (both days inclusive), for the purpose of Annual General Meeting.

10. Members are requested to notify the change in their address, if any, immediately, so that all communications can be sent to the latest address. In case of members holding shares in physical form, all intimations regarding change of address and change of bank account details are to be sent to M/s Cameo Corporate Services Limited, (CCSL) Unit: Pentamedia Graphics Limited, “Subramaniam Building” No.1 Club House Road, Anna Salai, Chennai – 600002. those who hold shares in electronic form, are requested to notify any change in their particulars like change in address, bank particulars etc. to their Depository Participants immediately.

11. The Securities and Exchange Board of India (SEBI) vide circular ref no. MRD/Dop/CIR 05/2007 dated April 27, 2007 made PAN the sole identifi cation number for all participants transacting in the securities market, irrespective of the amount of such transaction. In continuation of the said circular, it is hereby clarifi ed that for securities market transactions and off-market/private transactions involving transfer of shares in listed companies in physical form, it shall be mandatory for the transferee(s) to furnish a copy of the PAN card to the Company / RTA for registration of such transfer of shares.


12. Copies of the Annual Report 2015 are being sent by electronic mode only to all the members whose email IDs are registered with the Company/Depository Participants for communication purposes unless any member has requested for a hard copy of the same. In the case of members holding shares in physical mode whose email IDs are registered with the Company/ Registrars M/s. Cameo Corporate Services Limited , and have given consent for receiving communication electronically, copies of the Annual Report 2015 are being sent by electronic mode only. For members who have not registered their email addresses, physical copies of the Annual Report 2015 are being sent by the permitted mode.

13. The Notice of the 39th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form, is being sent by electronic mode to all the members whose email addresses are registered with the Company/Depository Participants unless any member has requested for a hard copy of the same. In the case of members holding shares in physical mode whose email IDs are registered with the Company/ Registrars M/s. Cameo Corporate Services Limited, and have given consent for receiving communication electronically, the Notice of the 39th Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip and Proxy Form, is being sent by electronic mode. For members who have not registered their email addresses, physical copies of the aforesaid documents are being sent by the permitted mode.

14. Members may also note that the Notice of the 39th Annual General Meeting and the Annual Report 2015 will also be available on the Company’s website for their download. The physical copies of the aforesaid documents will also be available at the Company’s Registered Offi ce in Chennai for inspection during normal business hours on working days. Even after registering for e-communi-cation, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders may also send requests to the Company’s Registrars M/s Cameo Corporate Services Limited at: www.cameoindia.com.

15. All documents referred to in the Notice will be available for inspection at the Company’s registered offi ce during normal business hours on working days up to the date of the AGM.

16. Voting through electronic means:

i. Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Clause 35B of the Listing Agreement, the Company is pleased to provide to the members the facility to exercise their right to vote at the 39th Annual General Meeting (AGM) by electronic means. The members may cast their votes using an electronic voting system from a place other than the venue of the Meeting (‘remote e-voting’).

ii. The members attending the Meeting who have not cast their vote by remote e-voting shall be able to vote at the Meeting.

iii. The members who have cast their vote by remote e-voting may also attend the Meeting, but shall not be entitled to cast their vote again.

iv. The Company has engaged the services of Cameo Corporate Services Limited as the Agency to provide remote e-voting facility.

v. The Board of Directors of the Company has appointed Mr. R Sridharan, Practising Company Secretary (Membership No. FCS 4775) of R. Sridharan & Associates, Company Secretaries as the Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the same purpose.

vi. Voting rights shall be reckoned on the paid up value of shares registered in the name of the member / benefi cial owner (in case of electronic shareholding) as on the cut-off date i.e. August 27, 2015.

vii. A person, whose name is recorded in the register of members or in the register of benefi cial owners maintained by the depositories as on the cut-off date, i.e. August 27, 2015 only shall be entitled to avail the facility of remote e-voting.

viii. Any person who becomes member of the Company after dispatch of Notice of AGM and holding shares of the Company as on cut -off date, may obtain the user ID and password by sending a request at [email protected] or [email protected]

The Instructions for members for voting electronically are as under:

A. IN CASE OF MEMBERS RECEIVING E-MAIL

i. The remote e-voting period commences on Monday, 31st August 2015 at 10.00 a.m (IST) and ends on Wednesday 02nd September 2015 at 5.00 p.m (IST). During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 27th August 2015, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

ii. The Members should log on to the e-voting website www.evotingindia.com.

iii. Click on Shareholders.


iv. Now Enter your User ID

a. For CDSL: 16 digits benefi ciary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

v. Next enter the Image Verifi cation as displayed and Click on Login.

vi. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

vii. If you are a fi rst time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the fi rst two letters of their name and the 8 digits of the sequence number in the PAN fi eld.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the fi rst two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN fi eld.

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Bank Details Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

• Please enter the DOB or Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details fi eld as mentioned in instruction (iii).

viii. After entering these details appropriately, click on “SUBMIT” tab.

ix. Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password fi eld. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confi dential

x. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

xi. Click on the EVSN of Pentamedia Graphics Limited.

xii. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

xiii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

xiv. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confi rmation box will be displayed. If you wish to confi rm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

xv. Corporate/Institutional members (i.e. other than individuals, HUF, NRI, etc.) are also required to send a scanned certifi ed true copy (PDF Format) of the Board Resolution/ Power of Attorney/Authority letter etc. together with attested specimen signature(s) of the duly authorized representative(s) to the Scrutinizer through e-mail at [email protected]. They may also upload the same in their e-voting module in their login. The scanned image of the above mentioned documents should be in the naming format ‘Corporate Name_EVENT NO.’

xvi. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

xvii. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

xviii. If Demat account holder has forgotten the same password then Enter the User ID and the image verifi cation code and click on Forgot Password & enter the details as prompted by the system.

xix. Note for Non-Individual Shareholders & Custodians:


▪ Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves as Corporates and Custodians respectively.

▪ A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

▪ After receiving the login details they should create compliance user using the admin login and password. The Compliance user would be able to link the depository account(s) / folio numbers on which they wish to vote.

▪ The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

▪ A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

A. In case of members receiving the physical copy:

Please follow all steps SI.NO (i) to (xviii) in point A above to cast vote.

i. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected].

ii. The Chairman shall at the AGM, at the end of discussion on the resolution on which voting is to be held, allow voting with the assistance of scrutinizer, by use of ballot papers for all those members who are present at the AGM but have not casted their votes by availing the remote e-voting facility.

iii. The Scrutinizer shall after the conclusion of voting at the AGM, will fi rst count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the company and shall make not later than 48 hours of the conclusion of the AGM, a consolidated Scrutinizer’s report of the Chairman or a person authorized by him in writing, who shall counter sign the same and declare the result of the voting forthwith.

iv. The result declared along with the Scrutinizer Report shall be placed on the company’s website www.pentamedia.in and on the website of CDSL immediately after the results are declared and communicated to the Stock Exchange where the shares of the Company are listed.

v. Subjected to receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of AGM i.e. September 03, 2015.

ANNEXURE TO THE NOTICESTATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 4

The Board of Directors of the Company (the ‘Board’), at their meeting held on 30th October, 2014 has, subject to the approval of members, re-appointed Mr. V. Chandrasekaran as the Managing Director under the Companies Act, 2013 for a period of 1 year from the expiry of his present term, which expired on 31st October, 2014 at the remuneration recommended by the Nomination & Remuneration Committee of the Board. Hence, Mr. V. Chandrasekaran has been proposed to be appointed as the Managing Director of the Company subject to the approval of the shareholders in the General Meeting of the Company.

The Board of Directors recommends the resolution at item No.4 of the Notice for approval of the shareholders.

Except Mr. V. Chandrasekaran being an appointee, none of the other Directors or their relatives or Key Managerial Personnel of the company or their relatives is concerned or interested, fi nancial or otherwise in the resolution set out under item No.4.

ITEM NO. 5

The Board of Directors, at its meeting held on May 29, 2015, appointed Mr. R. Swaminathan as an Additional Director of the Company, pursuant to Section 161 of the Companies Act, 2013.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. R. Swaminathan will hold offi ce up to the date of the ensuing AGM. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member, along with a deposit of Rs. 1,00,000/- proposing the candidature of Mr. R. Swaminathan for the offi ce of Independent Director, to be appointed as such under the provisions of Section 149 of the Companies Act, 2013.

The Company has received from Mr. R. Swaminathan (i) consent in writing to act as director in Form DIR 2 pursuant to Rule 8 of Companies (Appointment & Qualifi cation of Directors) Rules 2014, (ii) intimation in Form DIR 8 in terms of Companies (Appointment & Qualifi cation of Directors) Rules, 2014, to the effect that he is not disqualifi ed under Sub-section (2) of Section 164 of the Companies Act, 2013, and (iii) a declaration to the effect that he meets the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.


The resolution seeks the approval of members for the appointment of Mr. R. Swaminathan as an Independent Director of the Company for a period up to May 28, 2020 pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder. He will not be liable to retire by rotation.

In the opinion of the Board, Mr. R. Swaminathan, the Independent Director proposed to be appointed, fulfi lls the conditions specifi ed in the Companies Act, 2013 and the Rules made thereunder and he is independent of the Management. A copy of the draft letter for the appointment of Mr. R. Swaminathan as an Independent Director setting out the terms and conditions is available for inspection without any fee by the members at the Company’s registered offi ce during normal business hours on working days up to the date of the AGM.

No director, key managerial personnel or their relatives, except Mr. R. Swaminathan, to whom the resolution relates, are interested or concerned in the resolution. The Board recommends the resolution set forth in Item no. 5 for the approval of the members.

Annexure(For item No. 2, 4 and 5)

INFORMATION AS REQUIRED UNDER CLAUSE 49 OF THE LISTING AGREEMENT:

Name Mrs. Sumathi Sridharan Mr.V.Chandrasekaran Mr. R.Swaminathan

Age 54 64 53

Date of Appointment 15/05/2006 20/08/1991 29/05/2015Qualifi cations M.E. Computer Science M.E. in computer science from

the Regional Engineering College, Trichy

Qualifi ed Chartered Accountant, Cost and Management Accountant and Company Secretary

Expertise in functional area

She has 25 years of professional corporate experience in various fi elds such as software development (Penta Bank & CBT/CD Titles),education and training(IBM AS/400, ES/9000 & E-Business solution)

He has worked in the fi eld of computer software for over two decades in positions both in India and Abroad. He began his career with Bharath Heavy Electic Ltd (BHEL) and served that company for over 10 years in various positions in software system. Later In USA worked for designing software system for Radio and TV stations. He has a doctorate in Multimedia systems.

He is a Cross-functional and Cross-industry expertise in the areas of – Banking, Global Shipping, Auditing, Finance and Taxation and possess over a period 25 years of experience. Part of various professional institutes and trade bodies/associations, His proven ability as a banker, ability to develop strategies to turnaround the company is vital for corporate sector. He is specialized, International fi nancing, Attracting Global Investment, Corporate Governance and GRC techniques.

Directorships held in other public Companies (excluding foreign companies)

NIL NIL Indo-Latin American Chamber Of Commerce & Industry

Membership / Chairmanships of Committees of other public companies (includes only Audit Committee (AC) and Stakeholders Relationship Committee(SRC))

NIL NIL NIL

Shareholding in the Company (No. of Shares)

10,000 Equity shares of Re. 1/- each NIL NIL

Inter –se relationship with any director NIL NIL NIL

By Order of the Board

T S SrinivasanCompany Secretary

Place: ChennaiDate: 24.07.2015


Directors’ Report & Management Discussion and AnalysisDear Members,

Your Directors are pleased to present the Thirty Ninth Annual Report on the business and operations of your company together with the Audited Financial Statements for the year ended 31st March 2015. The Management Discussion and Analysis is given as part of this Report.

Financial Highlights ` in Crore

Particulars 2014-2015 2013-2014Gross Income 5.44 5.00Profi t before interest and depreciation 3.13 2.09Finance charges - -Gross Profi t 3.15 2.81Depreciation and Amortisation expenses 3.12 2.09Net Profi t before tax 0.03 0.72Provision for tax - Tax expense - Deferred tax asset

2.460.62

- 0.09

Exceptional items written off (147.84) (139.38)Profi t / Loss after tax (149.65) (138.57)Balance of Profi t / Loss carried forward (275.68) (126.03)

Financial Performance

You may be aware that the New Companies Act 2013 has introduced signifi cant changes in the provisions related to governance, e-management, compliance and enforcement, disclosure norms, auditors and mergers and acquisitions. Your company’s report has been prepared in line with the changes made in the act. Total turnover is Rs.5.44 Crore as compared to Rs.5 Core of previous year, up by 8.8% & operating profi t of Rs.3.13 Crore as compared to Rs.2.09 Crore of previous year, up by 49.76%. After the depreciation & write-off the loss is Rs.149.65 Crore which has reduced the reserves to Rs.120.87 Crore as compared to Rs.270.52 Crore of previous year.

Profi t after depreciation stood Rs.0.03 Crore is due to the adoption of depreciation rates as prescribed in the Schedule II of new Companies Act 2013, otherwise the said profi t would have been Rs.1.61 Crores as compared to Rs.0.72 Crore, up by 43%. The tax expenses of Rs.2.46 Crore are the Income Tax pertaining to M/s.Pentasoft Technologies Ltd. (merged Company in 2008) for the previous years. However there were no cash outfl ows since refund of some years have been adjusted towards various years’ demands. The new provisions pertaining to governance, compliance etc has also necessitated in writing-off Rs.52.52 Crore of advances out of total advances of Rs.79.65 and details about the other write-offs are given below which were in existence more than ten years:

Software Products: The products on mainframe & miniframe of Banking, Insurance, ERP etc. are no longer marketable and maintainable. Hence a portion of Rs.32.07 Crore has been written-off out of Rs.71.80 Crore. Digital Contents/CWIP: Animation contents for Film, TV & Internet comprising of characters, properties & backgrounds are no longer relevant due to the present technology changes on picture quality and resolution such as 4K, Digital 3D etc. and a portion of Rs.62.61 Crore has been written-off out of Rs.79.24 Crore.

As per the new standards, the groupings have been done accordingly. Since the Company is not having subsidiaries, hence there is no consolidated statements.

Business Overview

Your Company is a 39 years old and one of the pioneer in Digital Media & Software in Asia’s Entertainment and IT Industry having listing status for last two decades and continuing in focus on products,projects,consultancy & training in both Digital Media & Software. The employees of the Company are Full-time, Part-time and Outsourced with categories with a combination of Engineering, Visual Communication, Finance & Accounts skills working on man-hours basis.

Digital Media: Production on Digital 3D Animation fi lm “Mustafa Vs Magician”, 2D TV series viz.,” Thirukkual Stories” & “Proverb Stories” are in progress. Film distribution services being continued.

Software: The technical expertise of the Company has been used for the retail venture “ Mayamall ”-Online Store for its back-offi ce support and transactions and a mobile app for this online store is being developed. Apps development for Healthcare & E-publishing is in progress.

Training: Skill based training programmes viz., 2D/3D Animation, Special Effects, Video Editing, Gaming Development, Web Designing, Graphics Designing, Apps Development for Mobile & Tablets, Robotics, 3D Printing etc. The trained students are being used for the Company’s live product & projects.


New activities: During the year under review had launched technical books viz., “Visual Effects Theory and Practice”, “Cloud Computing” & “3D Printing” to bridge the gap between education and industry. These books are made available in both Paperback & E-book in online stores and Other Books viz., PhotoShop, Flash, Android,Blender 3D are being complied and will be released in this year. These Books are being offered to major universities and college libraries at free of cost and at discounted price to students.

The Company has extended its skill based training programmes into online by an exclusive portal (www.pentamedia.in/elearning) in both Digital Media & Software. This eLearning revolves around its dependence on study material, supplied as e-fi le to learners to various locations where the primary interaction between the learner and the experiences of their learning occur via networked computer technology. Increasingly, learning management systems are serving as the basis for building online programs where the education experience is entirely meditated through a digital interface.

Dividend & Reserves

Taking into account overall fi nancial performances of the Company Your Directors do not recommend any dividend for the fi nancial year 2014-15. Consequently no amount is transferred to General Reserve Account. To give effect on new depreciation and written off as per New Companies Act 2013, a sum of Rs149.65 Crore have been reduced from the general reserves.

Share Capital

The paid-up equity share capital of the Company as on 31st March 2015 stood at Rs.41.50 Crore. During the year under review, the Company has not raised its issued capital with different voting rights nor has granted any stock options or sweat equity and none of the directors hold instruments is to be converted as equity shares as on 31st March 2015. Mrs. Sumathi Sridharan (DIN: 00162055) Director, holds 10000 equity shares in the company.

Deposits

During the year under review, Your Company has not accepted any Deposits within the meaning of provisions of Chapter V of the Companies Act 2013 (Acceptance of Deposits by Companies) read with the Companies (Acceptance of Deposits) Rules, 2014.

Risk Management

Your Company has a robust Risk Management policy, The Company through a steering committee oversees the Risk Management process including risk identifi cation, impact assessment, effective implementation of the mitigation plans and risk reporting. A detailed Risk Management policy of the Company to have good Corporate Governance is hosted in the Company’s offi cial website www.pentamedia.in

Internal Control Systems and Their Adequacy

Your Company is having a sound internal system, which enables that all assets are protected against loss from unauthorized use and all transactions are recorded and reported correctly. The classifi cation and accounting of assets is carried out as per the standard procedures followed by the Company. This system is further supplemented by internal audit carried out by an independent Chartered Accountant and periodical review by management. The Audit Committee of the Board of Directors, Statutory Auditors and Heads are periodically appraised of the internal audit fi ndings and corrective actions taken.

Directors

During the year under review, the Company has appointed Mr.R.Swaminathan as additional and Independent Director of the Company with effect from 29th May 2015 for a period of fi ve consecutive years. At the 38th Annual General Meeting held on 28th August 2014, Mr. S.D.Viswanathan (DIN 00162156) and Mr. R. Kalyanaraman (DIN 00041770) were appointed as Independent Directors for a period of 5 years with effect from 28th August 2014 for a term upto the conculsion of 43rd Annual General Meeting to be held in the calendar year 2019. They are not liable to retire by rotation. Director Mrs.Sumathi Sridharan retires by rotation and, being eligible, offer herself for re-appointment. The Directors recommend Mrs.Sumathi Sridharan for re-appointment.

Finance & Accounts

Your Company prepares its fi nancial statements in compliance with requirements of Section 134 of Companies Act 2013 and generally accepted accounting principles (GAAP) in India.

Management Discussion & AnalysisDigital Media

The rapid advancement of technology has made computer animation available to the masses and the animation industry is one of the fastest growing industries. The demand for animated entertainment has expanded with the increase in broadcasting hours by cable and satellite TV along with the growing popularity of the Internet. In the past, animation series were aimed at children aged nine and below. In recent years however, TV stations have been producing animation series for teenagers, adults and the whole family.


An overall 13 per cent growth from Rs 39.7 billion in 2013 to Rs 44.9 billion in 2014 was majorly due to the unpredictable changes that came about last year. The animation industry witnessed that earned Rs 332 million in India. Slowly, Indian animation production houses are realising the importance of developing their own IPs either on their own or in partnership rather than just depend on outsourced projects from mainly Hollywood.

The demand for animation content in India appears to be growing steadily over the last few years, following the success of international releases in India. The box offi ce collection from India of these international fi lms is minuscule when compared to overall collections. On the kids channels in India, domestic animation only constitutes 13 per cent of the content while majority is dominated by US made shows. “Television continues to be the principal segment for domestic consumption of animation content in India. As India has one of the largest populations of kids watching cartoons in the world (approximately 200 million) the need for kids’ content is growing,” states the report. The viewership however has been steady for several years with 2014 accounting for 7.3 per cent for kids content. The viewership trend for the year shows that the kids of today are increasingly inclined towards local content.

Channels have adopted a two-fold strategy to building kids brands, fi rst by developing a range of loveable characters and then to drive brand engagement beyond TV, through on-ground events, online and mobile platforms, consumer products etc. “The Indian animation industry is going through the transition phase where producers are contemplating about aiming at the international markets with big budgets and high quality products. The path to international success lies in producing good quality movies with smaller budgets of Rs 60 million to Rs 100 million for the domestic market and then tying up with an international distribution agency,” he said as the recipe to success.

The estimates on licensing & merchandising that organised retail in India is expected to grow from 9 per cent in 2015 to 20 per cent by 2020 with a good push being given to the merchandising industry too. The report states that brands should introduce products only when characters are suffi ciently popular. “The focus should be on creating long term relationships with licensees where the characters are converted into brands as they mature and once mature, can be exploited through the consumer products business; the characters then are timeless and not just a fl avour of a season,” it states. Outsourcing and co-production, 2014 wasn’t a spectacular year for the outsourcing industry due to increased competition from China and Far East countries. A new trend also emerged of modularization of animation where experts from multiple animation studios come together to provide service in specifi c parts of the value chain. This model which is popular in the mature markets is being adapted by local studios to save time and gets good quality. Studios in India can tie up with studios abroad to leverage on each other’s expertise by sharing the IP rights and revenues. This gives Indian studios a foot in the global market and also allows the two companies to take advantage of the benefi ts available in the other market.

Software

IT & ITeS

India is the world’s largest sourcing destination for the information technology (IT) industry, accounting for approximately 52 per cent of the US$ 124-130 billion market. The industry employs about 10 million Indians and continues to contribute signifi cantly to the social and economic transformation in the country. The IT industry has not only transformed India’s image on the global platform, but has also fuelled economic growth by energising the higher education sector especially in engineering and computer science. India’s cost competitiveness in providing IT services, which is approximately 3-4 times cheaper than the US, continues to be its unique selling proposition (USP) in the global sourcing market. The Indian IT and ITeS industry is divided into four major segments – IT services, business process management (BPM), software products and engineering services, and hardware.

The IT-BPM sector in India grew at a compound annual growth rate (CAGR) of 25 per cent over 2000-2013, which is 3-4 times higher than the global IT-BPM spend, and is estimated to expand at a CAGR of 9.5 per cent to US$ 300 billion by 2020. Indian IT’s core competencies and strengths have placed it on the international canvas, attracting investments from major countries. The computer software and hardware sector in India attracted cumulative foreign direct investment (FDI) infl ows worth US$ 13,788.56 million between April 2000 and December 2014, according to data released by the Department of Industrial Policy and Promotion (DIPP).

Indian Government Initiatives, the adoption of key technologies across sectors spurred by the ‘Digital India Initiative’ could help boost India’s gross domestic product (GDP) by US$ 550 billion to US$ 1 trillion by 2025. India continues to be the topmost offshoring destination for IT companies followed by China and Malaysia in second and third position, respectively. Emerging technologies present an entire new gamut of opportunities for IT fi rms in India. Social, mobility, analytics and cloud (SMAC) collectively provide a US$ 1 trillion opportunity. Cloud represents the largest opportunity under SMAC, increasing at a CAGR of approximately 30 per cent to around US$ 650-700 billion by 2020. Social media is the second most lucrative segment for IT fi rms, offering a US$ 250 billion market opportunity by 2020.The US$ 12 billion plus rising Indian e-commerce business market is witnessing a rush of hiring and may need 100,000 people over the next six months, as per industry experts. The industry offers a slew of opportunities and scope for innovation thereby attracting the young mind to push their limits.

Internet & E-Commerce

India’s internet economy is expected to touch Rs 10 trillion (US$ 161.26 billion) by 2018, accounting for 5 per cent of the country’s gross domestic product (GDP), according to a report by the Boston Consulting Group (BCG) and Internet and Mobile Association


of India (IAMAI). In December 2014, India’s internet user base reached 300 million, the third largest in the world, while the number of social media users and smartphones grew to 100 million. The private equity (PE) deals increased the number of mergers and acquisitions (M&A) especially in the e-commerce space in 2014. The IT space, including e-commerce, witnessed 240 deals worth US$ 3.8 billion in 2014, India also saw a ten-fold increase in the venture funding that went into internet companies in 2014 as compared to 2013. Internet should be a basic human right, say 87 per cent of internet users in India, compared with 83 per cent globally, according to a report by Centre for International Governance Innovation (CIGI).

Cloud Services

Public cloud services revenue in India is expected to reach US$ 838 million in 2015, growing by 33 per cent year-on-year (y-o-y), as per a report by Gartner Inc. In yet another Gartner report, the public cloud market alone in the country was estimated to treble to US$ 1.9 billion by 2018 from US$ 638 million in 2014. The increased internet penetration and rise of e-commerce are the main reasons for continued growth of the data centre co-location and hosting market in India.

E-Book publishing

In India now E-books are getting attention by publishers as well as readers. There is a lot of speculation going on e-book market in India. By 2016, US publishers will have 50% of their revenue through its eBook sales currently it is at 20%) and eBook sales in India will be 10-20% of total sales. s predicted by all major publishing houses and the usage trends, e-books are only getting better. Greater integration and usability with widespread reading devices that can be used on the move, advanced interactivity, audio books, word meanings and pronunciations, references, quick translations, and easy search are just some of the features of enhanced e-books. The customers are demanding greater features and rich e-book content. The opportunity for publishers is expanding signifi cantly.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure A” as per section 92 of the Companies Act 2013.

Key Managerial Personnel

During the year under review, the Company has appointed/resigned following persons as Key Managerial Personal

Name of the person Designation Appointed/Resigned With effect from

Mr.V.Chandrasekaran Managing Director Re-appointment 01.11.2014

Mr.V.Venkataramanan Chief Financial Offi cer Appointed 01.11.2014

Mr.G.Swaminathan Company Secretary & Compliance Offi cer Resigned 15.09.2014

Mr.T.S.Srinivasan Company Secretary & Compliance Offi cer Appointed 01.10.2014

Mr.R.Swaminathan* Independent Director Appointed 29.05.2015

*appointed as additional director subject to the approval of shareholders at the ensuing Annual General Meeting.

Board Evaluation of Board’s Performance

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board’s functioning, composition of the Board and its Committees.

Number of the meetings of the Board

The Board had met (6) times during the fi nancial year ended 31st March 2015, on 23rd May 2014, 27th June 2014, 7th August 2014, 30th September 2014, 30th October 2014 and 30th January 2015. The details of the meetings are given under the Report on Corporate Governance.

Particulars of Loans,Gurantees or Investments By Company (u/s 186)

The complete details of loans, guarantees and Investments as per the provisions of Section 186 of Companies Act 2013 are given in the notes on accounts of the fi nancial statements.

Vigil Mechanism/Whistle Blower Policy

The Company has taken steps to establish the Vigil Mechanism/Whistle Blower Policy as is stipulated in the clause 49 of the Listing Agreement and Pursuant to Section 177(9) & 177(10) of the Companies Act 2013. This provides a mechanism to raise concerns about actual or suspected frauds, unethical behaviour, safeguards against victimization of employees, etc, and the same has been posted in the offi cial website of the Company www.pentamedia.in.


Nomination and Remuneration Policy

Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration policy of the Company comprising the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company including criteria for selection and appointment of Board Members.

The constitution of committee is as follows:

1. Mr.R.Kalyanaraman - Chairman 2. Mrs.Sumathi Sridharan - Member 3. Mr.S.D.Viswanathan - MemberThe detail of the policy is given in the Report on Corporate Governance.

Related Party Transactions

All transactions entered by the Company with Related Parties were in the ordinary course of business and at arms’ length basis and that provisions of Section 188 of the Companies Act 2013 are not attracted . Hence the disclosure in form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the promoters,directors or key managerial personnel. All related party transactions were placed before the audit committee and board for approval and an omnibus approval was obtained on quarterly basis.

The Company has formed a policy on related party transactions through standard operating procedures for the purpose of identifi cation and monitoring of such transaction, which has hosted in the Company’s offi cial website www.pentamedia.in

Signifi cant and Material Orders passed by the Regulators or Courts

There are no signifi cant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

Directors Responsibility Statement

Pursuant to the requirement under Section 134 (3)(c) of the Companies Act, 2013, in relation to the Annual Financial Statements for the Financial Year 2014-2015, your Directors confi rm that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at 31 March, 2015 and the Statement of Profi t & Loss for the year ended on that date, have been prepared on a going concern basis following as per the applicable accounting standards along with proper explanation relating to material departures;

b) Accounting policies selected were applied consistently and the judgments and estimates related to the fi nancial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2015, and, of the profi t of the Company for the year ended on that date; and

c) Proper and suffi cient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

d) that the annual accounts for the year ended 31st March , 2015 have been prepared on a ‘going concern’ basis;

e) that the directors had laid down internal fi nancial controls to be followed by the company and that such internal fi nancial controls are adequate and were operating effectively.

f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Declaration from Independent Directors

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act 2013 (Act) stating that the Independent Directors of the Company meet with the criteria of Independence laid down in Section 149(6) of the Act.

Statutory Auditors

Pursuant to Section 139 of the Act and Rules made thereunder, M/s. Babu Peram & Associates, Chartered Accountants were appointed as statutory auditors of the Company at the last annual general meeting held on 28th August, 2014 for a period of 5 years commencing from the closure of the 38th Annual general Meeting till the closure of the 43rd Annual General Meeting, subject to ratifi cation by the members at every AGM. Accordingly, your directors recommend the ratifi cation of the appointment of M/s. Babu Peram & Associates as statutory auditors of the Company from the conclusion of the 39th Annual General Meeting till the conclusion of the 40th Annual General Meeting.


Internal Auditors

The Company has appointed M/s.Anand & Madhan,Chartered Accountants (Firm Reg. No.009671S),Chennai as Internal Auditors of the Company for the fi nancial year 2014-15.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed Mr.R.Sridharan of M/s.R.Sridharan & Associates, Company Secretaries in Practice (CP No.3239),Chennai to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this report.

Explanation and Comments

The reports of Statutory auditors and that of the Secretarial Auditors are self explanatory and have no adverse comments

Material Change

There is no material change or commitments after the closure of the fi nancial year.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No. of complaints received – Nil

No. of complaints disposed off – Not Applicable

COMPOSITION OF AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, 2013, the Audit Committee was reconstituted by the Board of Directors and consists of the following members:

1. Mr. R. Kalyanaraman - Chairman

2. Mr. S D Viswanathan - Member

3. Mrs. Sumathi Sridharan - Member

The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recom-mendations during the fi nancial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company through its Corporate Social Responsibility Committee had formulated a CSR policy as required under Section 135 of the Companies Act, 2013.

The following is the composition of the Corporate Social Responsibility Committee.

a) Mr. R. Kalyanaraman - Chairman

b) Mr.S.D.Viswanathan - Member

c) Mrs. Sumathi Sridharan - Member

SCOPE OF CSR POLICY

This policy will apply to all projects/programmes undertaken as part the Company’s Corporate Social Responsibility and will be developed, reviewed and updated periodically with reference to relevant changes in corporate governance, international standards and sustainable and innovative practices.

The policy will maintain compliance and alignment with the activities listed in Schedule VII and Section 135 of the Companies Act 2013 and the rules framed there under.


CSR POLICY IMPLEMENTATION

The Company shall undertake CSR project/programmes identifi ed by the CSR Committee and approved by the Board of Directors in line with the CSR Policy.

The CSR Policy of the Company is uploaded in the website of the Company www.pentamedia.in.

The spending on CSR activities is not applicable to our Company.

VIGIL MECHANISM

The Company has devised a vigil mechanism in pursuance of provisions of Section 177(10) of the Companies Act, 2013 for Directors and employees to report genuine concerns or grievances to the Audit Committee in this regard and details whereof are available on the Company’s website.

CORPORATE GOVERNANCE REPORT

A report on corporate governance, giving the status of implementation of mandatory and non-mandatory norms, as per clause 49 of the listing agreement is attached and forms part of the Directors’ Report. The Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A Certifi cate from the Practicing Company Secretary confi rming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report

Human Resources

The Company takes pride in the commitment, competence and dedication shown by its employees (including outsourced) in all areas of business. The Company is committed to nurturing, enhancing and retaining top talent through superior learning & organization development as a part of Corporate HR function. It is a critical pillar to support the organization growth and its sustainability over the long run.

Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo

Your Company is into the business of Digital Media & Software for projects, products,consultancy & training. Since this business does not involve any manufacturing activity, most of the Information required to be provided under Section 134(3)(m)) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are Nil / Not applicable.

However the information, as applicable, are given hereunder:

a) Conservation of Energy

During the year, due to power scarcity the consumption of power & fuel were ₨ 7.69 lacs as against ₨ 7.71 lacs of pervious year. The Company is taking all the measurements for optimal use of energy to avoid wastages and conserve energy as far as possible

b) Technology Absorption

Your Company using latest technology into its Media & Software with audio and video compression to make available the Edutainment, Entertainment & Infotainment in single platform to a common man.

c) Foreign Exchange Earnings and Outgo

During the year, foreign exchange earnings & outgo is NIL

Particulars of Employees

The information relating to employees to be disclosed under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 is annexed to and forms part of this report.

Appreciation

Your Company to express its appreciation for the continued co-operation of the Statutory Authorities both state and central , Banks & Financial Institutions, Associates, vendors and major shareholder M/s.Kotak Mahindra Bank Ltd.

Your Company is also wish to thank all employees including the outsourced for their contribution and support throughout the year.

Date : 24.07.2015 V. Chandrasekaran R. KalyanaramanPlace : Chennai Managing Director Director (DIN: 00158019) (DIN: 00041770)


STATEMENT OF EMPLOYEES’ REMUNERATIONA. No employee was paid remuneration in excess of Rs.5 Lacs per month or Rs.60 lacs per annum during 2014-15 and hence there

is no disclosure requirement as per Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014.

B. The details of remuneration during the year 2014-15 as per Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 are as follows:

(i) Median remuneration 2013-14 - Rs.1,50,000/-.

(ii) Median remuneration 2014-15 - Rs.2,42,400/-.

(iii) Percentage increase in the median remuneration of employees – 62%

(iv) Number of permanent employees on the rolls of the company – 31 March, 2014 - 10*, 31 March, 2015 - 12*

(v) Explanation on relationship between average increase in remuneration & company performance

(a) Average increase in remuneration – 7.73%

(b) Company Performance – Revenue increase – 8.8%

(c) Explanation on relationship – These increase is the effect of both Company’s and individual performance & other external factors.

(vi) Comparison of remuneration of Key Managerial Personnel and each Key Managerial Personnel against the performance of the Company

Company Secretary and CFO appointed in 2014-15 and for part of the year. Hence % increase cannot be calculated

PAT was at Rs.(138.57) for 2013-14 as compared to Rs.(149.65) in 2014-15

(vii) 4.5 Variations in the market capitalization of the company

31.03.2014 31.03.2015

Market Capitalization of the Company (in Rs. Crores) 29.05 34.45

Closing Price at the Bse Ltd. (in Rs.) 0.70 0.83

Price Earnings Ratio as at the closing date (0.19) (0.25)

(viii) Percentage increase / decrease in market quotations of the shares of the Company in comparison with the last public offer – Not Applicable as the last public offer was made more than 3 decades back and the data would be incomparable.

(ix) (a) Average percentage increase already made in the salaries of employees other than the managerial personnel in the last fi nancial year -8%

(b) Percentage increase in the managerial remuneration - Not applicable as no remuneration was paid to Directors and Manager was appointed only for part of the year and increase cannot be quantifi ed.

(c) Comparison of the above and justifi cation thereof - Not Comparable

(d) Point out if there is any exceptional circumstances for increase in the managerial remuneration - None

(e) Key parameters for any variable component of remuneration availed by the Directors - Not Applicable as no remuneration was paid to Director’s

(f) Ratio of remuneration of the highest paid director of that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable as no remuneration was paid to Director’s

* The company is having employees other than full-time are part-time, freelancers and outsourced depends on the required skills for production, pre & post production, marketing, training, product development, projects and consultancy to work on man-hour basis as and when required.


Form No.MGT-9

EXTRACT OF ANNUAL RETURNAs on the fi nancial year ended on 31st March, 2015

Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN L74210TN1976PLC007142

Registration Date 05th May,1976

Name of the Company Pentamedia Graphics Limited

Category/Sub-Category of the Company Company limited by shares / Indian – non-Government Company

Address of the Registered offi ce and contact details 'TAURUS' NO.25First Main Road, United India Colony, Kodambakkam, Chennai – [email protected]:044-2483 3067 : Fax : 044-2472 6042

Whether listed company Yes / No Yes

Name, Address and Contact details of Registrar and Transfer Agent, if any

M/s. Cameo Corporation Services Limited Unit: “Pentamedia Graphics Ltd.”“Subramaniam Building”No.1 Club House RoadAnna salai, Chennai-600002Tel.:044-2846 0390 (5 Lines) Fax: 044-28460129Email: [email protected]: www.cameoindia.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sl.No. Name and Description ofmain products/ services

NIC Code of the Product/ service

% total turnover of the company

1 Computer programming, consultancy & related activities 6201 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

S. N0

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THE COMPANYCIN/GLN

HOLDING/ SUBSIDIARY/ASSOCIATE

%of shares held

ApplicableSection

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(ii) Change in Promoters’ Shareholding (please specify, if there is no change)

Shareholding at thebeginning of the year

Cumulative Shareholdingduring the year

Sl No Name of the Share holder No of shares

'% of total shares of the

companyNo of shares


company

1 VESA HOLDINGS PVT. LTD.

At the beginning of the year 01-Apr-2014 41758385 10.06 41758385 10.06

At the end of the Year 31-Mar-2015 41758385 10.06 41758385 10.06

HAVING SAME PAN

1 VESA HOLDINGS PVT LTD



2 PENTAFOUR SOFTWARE EMPLOYEES WELFARE FOUNDATION



HAVING SAME PAN

2 PENTAFOUR SOFTWARE EMPLOYEES WELFARE FOUNDATION



(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):



Sl. No. Name of the Share holder No of shares

'% of total shares of

the companyNo of shares


the company

1 KOTAK MAHINDRA BANK LTD



2 MAYAJAAL ENTERTAINMENT LTD.



3 GAYAGOVIND MONINATH PANDEY


Purchase 25-Jul-2014 72000 0.02 4786400 1.15









the company

4 ASHWIN SHANTILAL SHAH



5 KAMLESH GAYAGOBIND PANDEYJT1 : ADITI



HAVING SAME PAN

5 KAMLESH GAYAGOBIND PANDEYJT1 : ADITI KAMLESH PANDEY


Sale 16-May-2014 (17494) 0.00 3831233 0.92

Sale 23-May-2014 (120000) 0.03 3711233 0.89


6 SUDHA A SHAH



HAVING SAME PAN

6 SUDHA ASHWIN SHAH



7 KAMLESH H SHAH



8 HARSHAD SHANTILAL SHAH



9 HARISHKUMAR SAVDAS PATELJT1 : USHA HARISH PATEL










the company

10 UDAN HOLDINGS PVT. LTD.



NEW TOP 10 AS ON (31-Mar-2015)

11 PRAFUL MEHTAJT1 : DEEPAK MEHTA


Purchase 04-Apr-2014 61502 0.01 1041502 0.25

Purchase 11-Apr-2014 60498 0.01 1102000 0.27

Purchase 18-Apr-2014 50000 0.01 1152000 0.28

Purchase 25-Apr-2014 18000 0.00 1170000 0.28

Purchase 23-May-2014 30000 0.01 1200000 0.29

Purchase 30-May-2014 60000 0.01 1260000 0.30

Purchase 13-Jun-2014 1000 0.00 1261000 0.30

Purchase 30-Sep-2014 100000 0.02 1361000 0.33

Purchase 03-Oct-2014 139000 0.03 1500000 0.36

Purchase 21-Nov-2014 60000 0.01 1560000 0.38

Purchase 12-Dec-2014 60000 0.01 1620000 0.39

Purchase 19-Dec-2014 430000 0.10 2050000 0.49

Purchase 02-Jan-2015 2000 0.00 2052000 0.49

Purchase 09-Jan-2015 69000 0.02 2121000 0.51

Purchase 30-Jan-2015 47000 0.01 2168000 0.52

Purchase 27-Mar-2015 115000 0.03 2283000 0.55

(v) Shareholding of Directors and Key Managerial Personnel:



Sl No Name of the Share holder No of shares


companyNo of shares


company

SUMATHI SRIDHARAN

At the beginning of the year 31-Mar-2014 10000 0.00 10000 0.00



V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Rs. in lakhs

Secured Loans

excluding deposits

UnsecuredLoans Deposits Total

Indebtedness

Indebtedness at the beginning of the fi nancial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

0.000.000.00

2.100.000.00

0.000.000.00

2.100.000.00

Total (i+ii+iii) 0.00 2.10 0.00 20.10

Change in Indebtedness during the fi nancial year

· Addition· Reduction

0.000.00

15.000.00

0.000.00

15.000.00

Net Change 0.00 15.00 0.00 15.00

Indebtedness at theend of the fi nancial yeari) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

0.000.000.00

17.100.000.00

0.000.000.00

17.100.000.00

Total (i+ii+iii) 0.00 17.10 0.00 17.10


REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Rs. in Lakhs

Sl. No. Particulars of Remuneration Managing Director

TotalAmount

1. Gross salary(a) Salary as per provisions contained in section17(1) of the Income-tax Act, 1961

(b) Value of perquisites/s 17(2)Income-tax Act, 961

(c) Profi ts in lieu of salary under section17(3)Income- taxAct,1961

24.00

Nil

Nil

24.00

Nil

Nil

2. Stock Option Nil Nil

3. Sweat Equity Nil Nil

4. Commission- as % of profi t- others, specify…

Nil Nil

5. Others, pleasespecify Nil Nil

Total(A) 24.00 24.00

Ceiling as per the Act 5% of theNet profi t

5% of theNet profi t

B. Remuneration to other directors:

Sl. No. Particulars of Remuneration

Name of DirectorsTotal

AmountR. Kalyanaraman Sumathi

Sridharan S.D. Viswanathan R. Swaminathan*

1. Independent Directors·Fee for attending board committee meetings·Commission·Others, please specify

0.32 0.20 0.35 Nil 0.87

Total(1) 0.32 0.20 0.35 Nil 0.87

2. Other Non-ExecutiveDirectors·Fee for attending board committee meetings·Commission·Others, please specify

Nil Nil Nil Nil Nil

Total(2) Nil Nil Nil Nil Nil

Total(B)=(1+2) 0.32 0.20 0.35 Nil 0.87

*Mr.R.Swaminathan has appointed as Independent Director w.e.f 29.05.2015


C. Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD

Sl.No. Particulars of Remuneration Company Secretary

Chief Finance Offi cer Total

1. Gross salary(a) Salary as per provisions contained in section 17(1)of

the Income-tax Act,1961

(b) Value of perquisites u/s 17(2)Income-tax Act,1961

(c) Profi ts in lieu of salary under section 17(3)Income-tax Act,1961

2.50

0.00

0.00

6.00

0.00

0.00

8.50

0.00

0.00

2. Stock Option Nil Nil Nil

3. Sweat Equity Nil Nil Nil

4. Commission- as%of profi t- others,specify…

Nil Nil Nil

5. Others, please specify Nil Nil Nil

Total 2.50 6.00 8.50

Vii. Penalties/Punishment/Compounding of Offences:

Type Section of the Companies Act Brief Description

Details of Penalty/Punishment/

Compounding fees imposed

Authority(RD/NCLT/Court)

Appeals made,if any (give dtails)

A. COMPANY

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL

B. DIRECTORS




C. OTHER OFFICERS IN DEFAULT





SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members,PENTAMEDIA GRAPHICS LIMITED‘TAURUS’ NO.25 fi rst Main Road,United India Colony,Kodambakkam, Chennai – 600024.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PENTAMEDIA GRAPHICS LIMITED (hereinafter called “the Company”) [Corporate Identifi cation Number: L74210TN1976PLC007142]. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing our opinion thereon.

Based on our verifi cation of the Company’s books, papers, minute books, forms and returns fi led and other records maintained and also the information provided by the Company, its offi cers, 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 fi nancial year ended on 31st March, 2015 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 examined the books, papers, minute books, forms and returns fi led and other records maintained by the Company for the fi nancial year ended on 31st March, 2015 and on the basis of our review, we hereby report that during the year under review, the Company has complied with the applicable provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under and the Companies Act, 1956 to the extent applicable;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

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

(iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment and Overseas Direct Investment. There is no External Commercial Borrowings during the year under review;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d) The Company has not formulated any Scheme of ESOP/ESPS and hence the requirement of compliance of the provisions of The Securities and Exchange Board of India (Share Based Employee Benefi ts) Regulations, 2014 and Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 does not arise.

e) The Company has not issued any debentures during the period under review, and hence the requirement of compliance of the provisions of The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 does not arise;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) During the year under review, the Company has not delisted its Securities from Stock Exchange in which it is listed and hence the compliance of the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 does not arises; and


(h) The Company has not bought back any Securities during the period under review, hence the requirement of complying with the provision of The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 does not arise;

(v) We have reviewed the systems and mechanisms established by the Company for ensuring compliances under the other applicable Acts, Rules, Regulations and Guidelines prescribed under various laws which are specifi cally applicable to the Company

We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the following laws applicable specifi cally to the Company:

a) The Cinematograph Act, 1952.;

b) The Rights to Information Act, 2005.;

c) Acts relating to protection of IPR.;

d) The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.;

e) The Employees’ State Insurance Act, 1948.;

f) Labour laws and other incidental laws related to employees appointed by the Company including those on contractual basis as relating to wages, gratuity, prevention of sexual harassment, dispute resolution welfare, provident fund, insurance, compensation etc.;

g) The Information Technology Act 2008;

h) Other local laws as applicable to the Company.

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

(i) The Secretarial Standards on General and Board Meetings specifi ed by the Institute of Company Secretaries of India (ICSI) as prescribed under Section 118 (10) of the Act are applicable with effect from 1st July, 2015. However, the Secretarial Standards 1 and 2 relating to Board Meetings and General Meetings which were issued by the ICSI as recommendatory in nature have been generally complied with.

(ii) The Listing Agreements entered into by the Company with BSE Limited has been generally complied.

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Companies Act, 2013.

Adequate notice is given to all Directors for the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifi cations on the agenda items before the meeting and for meaningful participation at the meeting.

Based on the verifi cation of the records and minutes, the decisions were carried out with the unanimous consent of the Directors / Committee Members and no Member dissented on the decisions taken at such Board / Committee Meetings. Further, in the minutes of the General Meeting, the members who voted against resolutions have been properly recorded.

We further report that there are adequate systems and processes in the Company commensurate with the size and nature of operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the fi nancial year under review the Company has no specifi c events/ action having a major bearing on the company’s affairs in pursuance of the above referred laws, regulations, guidelines, standards, etc. referred above.

Place : ChennaiDate : 23.07.2015

For R. Sridharan & Associates Company Secretaries

CS R. SridharanFCS No. 4775

CP No. 3239

This report is to be read with our letter of even date which is annexed as ANNEXURE A and forms an integral part of this report.


‘Annexure A’

To

The MembersPENTAMEDIA GRAPHICS LIMITED‘TAURUS’ NO.25 fi rst Main Road,United India Colony,Kodambakkam, Chennai – 600024.

Our report of even date is to be read along with this letter.

1. 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.

2. 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 verifi cation was done on test basis to ensure that correct facts are refl ected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verifi ed the correctness and appropriateness of fi nancial records and Books of Accounts of the company.

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

5. 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 verifi cation of procedures on test basis.

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

For R. Sridharan & AssociatesCompany Secretaries

Place : Chennai CS R SridharanDate : 24.07.2015 FCS No. 4775

CP No. 3239


REPORT ON CORPORATE GOVERNANCEThe Directors have great pleasure in presenting the Report on Corporate Governance for the fi nancial year ended 31st March, 2015 as per Clause 49 of the Listing Agreement.

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance refers to rules, practices, systems and processes by which a company is directed and controlled. It essentially involves balancing the interests of many stakeholders of a company, which include its shareholders, management, suppliers, fi nan-ciers, regulators, employees and the community. Further, this system spells out the rules and procedures for making decisions on corporate affairs; it also provides the structure through which the Company objectives are set, as well as the means of attaining and monitoring those objectives.

Broadly in tune with the above, your Company’s Corporate Governance philosophy rests on the pillars of integrity, accountability, sustainability, equity, transparency and environmental responsibility. It is committed to the highest standards of Corporate Governance in all its activities, systems and processes, by adhering to the good corporate practices and it is constantly striving to improve them.

The Board of Directors fully supports and endorses corporate governance practices as enunciated in Clause 49 of the Listing Agreement as applicable from time to time.

2. BOARD OF DIRECTORS

a) Composition

The Board consisted of 4 (Four) members as at 31st March, 2015 with knowledge and experience in different fi elds. The Board has a balanced mix of Executive and Non–executive directors and one half of the Board members are Independent Directors.

Executive Chairman 1

Non Executive Directors 1

Non Executive and Independent Directors 2

All independent directors possess the requisite qualifi cations and are experienced in their own fi elds. Directors, other than Independ-ent Directors are liable to retire by rotation. None of the directors are members of more than ten committees or chairman of more than fi ve committees in public limited companies, in which they are directors. Necessary disclosures have been obtained from all the directors regarding their directorships/committee memberships and have been taken on record by the Board.

Appointment of Directors

Mr. R. Swaminathan (DIN: 02052310) was appointed as an Additional Director and Independent director w.e.f 29.05.2015 and will hold offi ce till the ensuing annual general meeting. Relevant details relating to Mr. R. Swaminathan are furnished in the notice convening the Annual General Meeting to be held on 03rd September, 2015, sent along with the annual report.

The names of the Directors and the details of other chairmanship / directorship / committee membership of each Director as on 31st March, 2015 are given below:

Name of Director Category

Number of Directorships in other companies (a)

Number of Committee Memberships in other companies

(b)

Chairman/ Director

MemberChairman/

DirectorMember

Mr. V. Chandrasekaran Managing Director NIL NIL NIL NIL

Mr. S. D. ViswanathanNon Executive and

IndependentNIL NIL NIL NIL

Mr. R. KalyanaramanNon Executive and

IndependentNIL NIL NIL NIL

Mrs. Sumathi Sridharan Non Executive 3 3 NIL NIL


Notes:

a. Other directorships exclude foreign companies, private limited companies and alternate directorships.

b. Only membership in Audit Committee and Stakeholders’ Relationship Committee have been reckoned for other committee mem-berships

b) Board Meetings

The Board has formal schedule of matters reserved for its consideration, discussion and decision. The agenda is circulated well in advance to the Board members. The items in the agenda are backed by comprehensive background information to enable the Board to take appropriate decisions. In addition, to the information required under Annexure X to Clause 49 of the Listing Agreement, the Board is also kept informed of major events/items and approvals have been taken wherever necessary for making investments, ensuring adequate availability of fi nancial resources and periodically consider the report on compliance of applicable laws and gives appropriate directions.

The Board also reviews the Board Meeting minutes and fi nancial statements and also takes on record the Committee meeting minutes.

The Board of Directors met Six (6) times during the fi nancial year ended 31st March, 2015 - on 23rd May 2014, 27th June 2014, 07th August 2014, 30th September 2014, 30th October 2014 and 30th January 2015. The maximum gap between any two meetings was less than one hundred and twenty days as stipulated under Clause 49(II)(D) of the Listing Agreement.

Details of Board members as on 31st March, 2015 and Attendance at Board & General Meetings

S.No Date Board Strength No. of Directors present

1 23.05.2014 4 4

2 27.06.2014 4 3

3 07.08.2014 4 3

4 30.09.2014 4 4

5 30.10.2014 4 4

6 30.01.2015 4 4

The company places before the Board all those details as required under Annexure X to the listing agreement. The dates for the board meetings are fi xed well in advance after taking into account the convenience of all the directors and suffi cient notice is given to them. Detailed agenda notes are sent to the directors. All the information required for decision making are incorporated in the agenda. Those items which could not be included in the agenda are tabled at the meeting. The management appraises the Board on the overall performance of the company at every board meeting. Legal issues, write-offs, provisions, purchase and disposal off capital assets are all brought to the notice of the Board. The Board reviews the performance, approves capital expenditures, sets the strategy that the company should follow and ensures fi nancial stability. The Board reviews and takes on record the actions taken by the company on all its decisions periodically.

Attendance of each Director at Board Meetings and at the previous Annual General Meeting (AGM)

S.No Name No.of Board Meetings held

No.of Board Meetings attended

Attendance at the last AGM

1 Mr. V. Chandrasekaran 6 6 Yes

2 Mr. S. D. Viswanathan 6 6 NIL

3 Mr. R. Kalyanaraman 6 6 Yes

4 Mrs. Sumathi Sridharan 6 4 Yes

Board Procedure

The Directors are elected based on their qualifi cations and experience in varied fi elds as well as company’s business needs. The Nomination and Remuneration Committee, recommends the appointment of Directors to the Board. At the time of induction on the Board of the Company, an invitation to join the Board of the Company is sent and a directors’ handbook comprising a compendium of the role, powers and duties to be performed by a Director is given to the new Director. Presentation is also made to the new Director regarding the business and other details of the Company.


Details of Director seeking appointment / re-appointment

Mrs. Sumathi Sridharan, Director of the Company, retires by rotation at the ensuing Annual General Meeting, and being eligible, offers herself for re-appointment.

3. Board Committees

a. Audit Committee

Overall purpose/ objective

The role of Audit Committee in brief is to review the fi nancial statements, internal controls, accounting policies and internal audit reports.

The purpose of the Audit Committee (the “Committee”) is to assist the Board of Directors (the “Board”) in reviewing the fi nancial information which will be provided to the shareholders and others, reviewing the systems of internal controls which management and the Board have established, appointing, retaining and reviewing the performance of independent accountants / internal auditors and overseeing the Company’s accounting and fi nancial reporting processes and the audits of the Company’s fi nancial statements.

Composition

Pursuant to Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has already in place an Audit Committee with Mr. R. Kalyanaraman, Director (DIN: 00041770) as the Chairman. The Committee consists of 2 independent Directors and 1 non executive Director. All the members of the Committee have excellent fi nancial & accounting knowledge.

The erstwhile Chairman of the Audit Committee was present at the previous Annual General Meeting of the company held on 28th August, 2014.

Terms of Reference

The terms of reference of the audit committee covers all matters specifi ed in clause 49 of the listing agreement and also those specifi ed in section 177 of the Companies Act 2013. The terms of reference broadly include review of internal audit reports, action taken reports and assessment of the effi cacy of the internal control systems/ fi nancial reporting systems as well as reviewing the adequacy of the fi nancial policies and practices followed by the company. The audit committee reviews the compliance with reference to legal and statutory requirements, the quarterly and annual fi nancial statements and related party transactions and reports its fi ndings to the Board. The committee also recommends the appointment of internal auditor, statutory auditor and cost auditorfor the company.

Meetings

The Committee met Six (6) times during the fi nancial year ended 31st March 2015 on 23rd May, 2014, 27th June 2014, 07th August 2014, 30th September 2014, 30th October 2014, and 30th January, 2015 and the time gap between the two meetings did not exceed one hundred and twenty days.

Name of the Member Chairman / Member No. of Meetings Attended

Mr. R. Kalyanaraman Chairman 6

Mr. S. D. Viswanathan Member 6

Mrs. Sumathi Sridharan Member 4

b. Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted a Stake-holders Relationship Committee with Mr. R. Kalyanaraman (DIN: 00041770), Director as the Chairman. The Stakeholders Relationship Committee of the Board looks into the redressal of the investors’ complaints like non receipt of annual reports, dividend payments, change or deletion of name, issue of duplicate share certifi cates, dematerialization, rematerialisation, transfer, transmission, transpo-sition, sub-division, consolidation and other allied transactions. The Board has also delegated to certain executives of the Company, powers to accomplish aforesaid objectives. The Committee also looks into all the communications received from the shareholders and complaints received from the stock exchanges.

Composition & Meetings

a) The Committee met 1 (One) time, during the fi nancial year ended 31st March, 2015 on 31st January, 2015.

b) The Stakeholders Relationship Committee consists of 2 independent Directors and 1 Non-Executive Director.


c) The composition of Stakeholders Relationship Committee and particulars of meeting(s) attended by the members of the Committee are given below:

Name & Category Chairman/ Member No. of Meetings attended during the year 2014-15


Mr. S D Viswanathan Member 1


Mr. T S Srinivasan, Company Secretary is the Compliance Offi cer of the Company.

Details of number of complaints received during the year are given below and Status of Investor Complaints as on March 31, 2015 and reported under Clause 41 of the Listing agreement are as under:

Complaints’ as on April 1, 2014 Nil

Received during the year 5

Resolved during the year 5

Pending as on March 31, 2015 Nil

C. Nomination and Remuneration Committee

Nomination and Remuneration Committee was constituted on 23rd May, 2014 pursuant to Section 178 of the Companies Act, 2013 and Clause 49 (III) (IV) of the Listing Agreement for identifying the persons who are qualifi ed to become directors and who may be appointed in senior management cadre, in accordance with the criteria laid down, recommend to the Board their appointments and removal and shall carry out evaluation of every director’s performance

The Nomination and Remuneration Committee has framed the criteria for determining qualifi cations, positive attributes and independ-ence of a director and recommended to the Board policy relating to the remuneration for the directors, key managerial personnel and other employees.

- To formulate the criteria for appointment of directors / senior management including determining their qualifi cations, positive at-tributes and other key elements to ensure independence of directors.

- To recommend to the Board, their appointments including re-appointment and removal

- To devise a policy on Board diversity

- To Identify persons, who are qualifi ed to become directors/for appointment in senior management cadre

- To formulate criteria for evaluation of independent directors and Board and to carry out evaluation of every director’s performance.

- To recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

- To recommend the remuneration package of the executive directors at the time of initial appointment

- To determine the increments in the remuneration of executive directors

- To devise annual incentive package of the executive directors

- To decide the minimum remuneration of executive directors in the event of inadequacy of profi ts

- To recommend to the Board, the remuneration including commission payable to non-executive directors subject to the limits laid down under the Act

- To exercise all powers and authority, which are necessary for implementation, administration and superintendence of the Employees Stock Option Schemes , if applicable

- To frame suitable policies and systems to ensure that there is no violation of the Securities and Exchange Board of India (Prohibi-tion of Insider Trading) Regulations, 1992; and the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 1995, by any employee.

- To deal any other items under the terms of reference, as may be required by the Committee to exercise pursuant to any law or changes thereof.


Composition & Meetings

a) The Committee met 1 (One) time, during the fi nancial year ended 31st March, 2015 on 31st January, 2015.

b) The composition of Nomination and Remuneration Committee and particulars of meetings attended by the members of the Committee are given below:

Name & Category Chairman/Member No. of Meetings attended during the year 2014-15


Mr. S D Viswanathan Member 1


Criteria for Performance Evaluation

Section 178 read with Section VII (3 a & b) & Section VIII of Schedule IV of the Companies Act,2013 lays down specifi c requirements on performance evaluation of Board/ Chairperson/Independent Directors. As per Clause 49 of listing agreement, the Nomination and Remuneration Committee has to lay down the criteria for the above. The Committee had discussed in detail about the criteria to be adopted and process/format to be followed for evaluation of performance of Board/Committees and Directors. Based on the same, the evaluation process was completed for the year.

The criteria for performance evaluation are available in the Company’s website: www.pentamedia.in

Performance Evaluation

Pursuant to the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomina-tion and Remuneration Committee, and Stakeholders Relationship Committee. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, execution and performance of specifi c duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, including Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment and safe guarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evalu-ation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Remuneration Policy

The Board through the Nomination and Remuneration Committee adopted Remuneration policy pursuant to Section 178 of the Companies Act, 2013.This Remuneration Policy provides the framework for remuneration of members of the Board of Directors, Key Managerial Personnel and other employees of the Company.

The Non-Executive Directors (NEDs) are entitled for remuneration by way of commission besides sitting fees. The distribution of com-mission amongst the NEDs is placed before the Board for its consideration and approval. The actual commission payable to Directors is restricted to a fi xed sum. This sum is reviewed periodically taking into consideration various factors such as performance of the company, time spent by the Directors for attending to the affairs and business of the company and extent of responsibilities cast on Directors under general law and other relevant factors.

The Non-Executive Directors are also entitled for sitting fees as per the Articles of Association of the Company for every Board / Committee meeting attended by them.

Remuneration Policy and Remuneration to Directors

Remuneration to Executive directors has been decided based on job profi le, special skill requirements, number of years of experience and contribution made by the respective directors and consistent with the existing industry practice. As regard payment of sitting fees to Non –Executive Directors, the same is within the limits prescribed in the provisions of Sections 197 of the Companies Act,2013. The detail of remuneration paid to Executive Directors during the fi nancial year 2014-15 is noted below:-

(a) Executive Directors:-

Name Salary/ Allowance(000s)

Contribution to Funds

Value of perquisites Commission

Mr.V.Chandrasekaran 2400 - - -


(b) Non Executive Directors:

The Non - Executive Directors are not paid any remuneration except sitting fees for attending the meetings of the Board of Directors and / or committees thereof. The Company does not have material pecuniary relationship or transactions with its non executive directors. The details of sitting fees paid, stock options granted and shares held by the non- executive directors are as under:

Name Sitting Fees (` ‘000s) Stock Options granted

Shareholding in the Company

Mr. S D Viswanathan 42 NIL NIL

Mr. R. Kalyanaraman 42 NIL NIL

Mrs. Sumathi Sridharan 21 NIL 10,000

The remuneration policy applicable to the members of the Board and Key Managerial personnel/ Other employees is available in the Company’s website.

MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company had met during the year on 30th January, 2015 to review the performance of non- In-dependent Directors and the Board as a whole, review the performance of the Chairperson of the Company and had assessed the quality, quantity and timeliness of fl ow of information between the company management and the Board.

The Company had also during the year, conducted familiarization programme for Independent Directors of the Company. This was done through regular presentation to the Directors and also discussions with management team. Any fresh induction into the Board of Directors is followed up with detailed briefi ng on the background of the Company, where the Company is present and other business details. The details of the Familiarisation programme is disclosed in the following web link www.pentamedia.in.

Details of shareholding of Directors as on 31st March 2015

As on 31st March 2015, the company had one non -executive director and two non-executive Independent directors. Among the directors, non-executive director Mrs. Sumathi Sridharan (DIN: 00162055) holds 10000 equity shares in the company.

4. General body Meetings

The location, date and time of General Meetings held during the last 3 years are given below:

Annual General Meeting (AGM):

For the year ended 31st March Venue Day and Date Time

2014Rani Seethai Hall, No.603,Anna Salai,

Chennai - 600 006Thursday

28.08.201410.00 A.M


Chennai - 600 006Wednesday 21.08.2013

10.00 A.M


Chennai - 600 006Wednesday05.09.2012

10.00 A.M

All the above resolutions were passed with requisite majority.

Details of Special Resolutions passed during the last 3 Annual General Meetings:

Date of AGM Whether any Special Resolution was passed Particulars

28.08.2014 No No Special Resolution had been passed



Passing of Resolutions by Postal Ballot:

No resolution requiring a Postal Ballot under Section 110 of the Companies Act, 2013 was placed before the last Annual General meeting.

Similarly, no resolution requiring Postal Ballot is being proposed at the ensuing annual General Meeting.


5. Code of Conduct

The Company has formulated a Code of Conduct (“The Code”) for Members of the Board and Senior Management of the Company and the compliance of the same is affi rmed by the Board and Senior Management personnel annually. The Code has also been posted on Company’s corporate website www.pentamedia.in. A declaration to this effect is signed by Mr. V. Chandrasekaran, Managing Director and the same forms a part of this report.

6. CEO and CFO Certifi cation

In terms of clause 49 of the Listing agreement, the Chief Financial Offi cer have given the annual certifi cation on fi nancial reporting and internal controls to the Board. The Chief Financial Offi cer has also also given quarterly certifi cation on fi nancial results, while placing the fi nancial results before the Board, in terms of clause 41 of the Listing Agreement. Accordingly, the Chief Financial Offi cer has certifi ed to the Board, inter alia, the accuracy of fi nancial statements and adequacy of internal controls for the fi nancial reporting purpose, for the year ended March 31, 2015.

The requisite certifi cation from Managing Director and CFO for the fi nancial year 2014-15 under Clause 49(V) has been placed before the Board of Directors of the Company.

7. Prevention of Insider Trading

The Company has framed a code of conduct for prevention of insider trading based on SEBI (Insider Trading) Regulations, 1992. This code is applicable to all Directors / offi cers / designated employees. The code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. All the Directors and Senior Management Personnel have confi rmed compliance with the code.

8. Vigil Mechanism / Whistle Blower Policy

The Company has adopted the whistle blower mechanism, a mandatory requirement of the Listing Agreement and the Companies Act, 2013 with the objective to provide employees, customers and vendors, an avenue to raise concerns, in line with the Company’s com-mitment to the highest possible standards of ethical, moral and legal conduct of business, its commitment to open communication and to provide necessary safeguards for protection of employees from reprisals or victimization of whistle blowing in good faith. The Audit Committee reviews periodically the functioning of whistle blower mechanism. The policy also lays down the process to be followed for dealing with complaints and in exceptional cases, also provides for direct appeal to the Chairman of the Audit Committee. The detail of establishment of such mechanism is disclosed by the Company on its website and in the Board’s Report.

It is hereby affi rmed that no person has been denied access to the Audit Committee.

Mr. R. Kalyanaraman, has been appointed as the Ombudsperson, who will deal with the complaints received.

9. Disclosures

Related Party Transactions

All transactions entered into with the Related Parties as defi ned under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the fi nancial year were in the ordinary course of business and on an arm’s length pricing basis. There were no materially signifi cant related party transactions with Directors/ promoters/ management, which had potential confl ict with the interests of the Company at large.

Periodical disclosures from Senior Management relating to all material, fi nancial and commercial transactions, where they had or were deemed to have had personal interests, that might have a potential confl ict with the interest of the Company at large, are placed before the Board. The Company has also evolved a policy on dealing with the Related Party Transactions and necessary approval of the audit committee and Board of directors were taken, wherever required in accordance with the Policy. The details of such policies for dealing with Related Parties and the Related Party Transactions are disseminated in the website of the Company.

Transactions with the related parties are disclosed in Note No.9 to the fi nancial statements in the Annual Report.

Statutory Compliances and Strictures

The Company has complied with the requirements of the Stock Exchanges / SEBI and statutory authorities on all matters related to capital markets during the last three years. No strictures or penalties have been imposed on the Company either by Stock Exchanges or by SEBI or any statutory authority.

10. Compliance with Corporate Governance Norms

The Company has complied with the mandatory requirements of the Code of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. The Company has submitted the compliance reports in the prescribed format to the stock exchanges for every


quarter during the year ended 31st March, 2015. The certifi cate of compliance with the conditions of corporate governance as stipu-lated in clause 49 of the Listing Agreement forms part of the Annual Report.

The other non-mandatory requirements of Clause 49 to certain extent have been adopted by the Company.

11. Means of Communication

The quarterly unaudited fi nancial results and major announcements like notice of Board Meetings, Book Closure etc. are normally published in daily newspapers viz., Newstoday (English) and Maalaisudar (Tamil). The annual audited fi nancial results are published in Newstoday (English) and Maalaisudar (Tamil). Further, the Code of Conduct of the Company applicable to the Board and senior management is also posted on the website of the Company

The company’s website address is: www.pentamedia.in. The website contains basic information about the company and such other details as required under the listing agreement. The company ensures periodical updation of its website. The company has designated the email-id [email protected] to enable the shareholders to register their grievances.

12. Management Discussion and Analysis Report

Management Discussion and Analysis Report forms part of the Annual Report.

13. General Shareholder Information

A separate section has been annexed to the Annual Report, furnishing various details viz., AGM venue, distribution of shareholding pattern, means of communication etc., for the general information of the shareholders.

On behalf of the Board

V. Chandrasekaran R. Kalyanaraman Managing Director Director (DIN: 00158019) (DIN: 00041770)

Date: 24.07.2015Place: Chennai


SHAREHOLDER’S INFORMATIONRegistered Offi ce : “TAURUS”, No. 25, 1st Main Road United India Colony, Kodambakkam Chennai - 600 024

Corporate Identifi cation Number (CIN) : L74210TN1976PLC007142

Annual General Meeting Day : Thursday Date & Time : 03rd September 2015 at 10:00 AM Venue : Rani Seethai Hall - No. 603, Anna Salai, Chennai – 600 006

Financial Year : 01.04.2014 - 31.03.2015Book Closure Period : Friday, 28th August 2015 to Thursday, 3rd September 2015 (both days inclusive).

Listing on stock exchanges and stock code : BSE Limited Phiroz Jheejhee Bhai Towers, Dalal Street, Fort, Mumbai – 400 001.

Luxembourg Stock Exchange : Societe te Bourse De Luxumbourg Societe p Binyrene/Rc B8222 8P 165 1- 2011 Luxumbourg.

Stock Code : 500329 (BSE)ISIN No. : INE202A01022

Stock Market DataThe monthly high and low quotations and volume of shares traded on BSE for the period from April’2014 to March’2015 were as follows:

Month High Low Volume of shares traded (in Lacs)April’14 1.12 0.69 17.89May ‘14 1.13 0.78 27.30June’ 14 1.39 0.96 49.14July ‘14 1.19 0.86 25.37August’ 14 0.99 0.77 21.77September’ 14 1.91 0.82 100.05October ‘14 1.31 1.14 20.17November’ 14 1.43 0.99 25.55December’ 14 1.58 0.90 43.17January’15 1.32 0.97 18.66February’15 1.12 0.84 20.61March’ 15 1.09 0.72 33.65

Registrar and Share Transfer Agents:

In due compliance with SEBI norms, the Company has entrusted the share transfer work both physical as well as electronic transfers to the transfer agents mentioned below:

M/s Cameo Corporate Services Ltd5th Floor, Subramanian Building, No.1, Club House Road,Chennai - 600 002

Share Transfer and Investors Service System

A committee constituted for this purpose approves transfers in the physical form on fortnightly basis. The Board has also authorized its directors and executives to approve the transfer/transmission. As per the directions of SEBI, the company immediately on transfer of shares sends letters to the investors, in the prescribed format, informing them about the simultaneous transfer and dematerialization option available for the shares transferred in their names. The committee also looks into all the communications received from the shareholders and complaints received from the stock exchanges. There are no Pending Complaints as on 31.03.2015.


SHARE HOLDING PATTERN / DISTRIBUTION OF SHAREHOLDING

Shareholding pattern as on 31.03.2015

Category No of shares % of shareholding

Promoters 60239891 14.51

Indian Public 261485572 63.00

Financial Institutions & Banks 61065316 14.71

Foreign Financial Institutions 21093 0.00

NRIs 3087979 0.744

Corporate Bodies 28964676 6.98

Clearing Member 117611 0.03

Foreign Nationals 4 0.00

Mutual Funds & Trust 42790 0.02

Overseas Corporate Bodies 1236 0.00

GRAND TOTAL 415026168 100.00

Distribution of shareholding as on 31.03.2015

Category Number of holders % on total No of shares % on total

1 500 125569 68.77 19563666 4.72

501 1000 23590 12.92 19396660 4.68

1001 2000 15064 8.25 23131481 5.58

2001 3000 5774 3.16 14658795 3.53

3001 4000 2732 1.50 9781132 2.36

4001 5000 2556 1.40 12143804 2.93

5001 10000 3909 2.14 28858028 6.95

10001 and above 3416 1.87 287492602 69.27

Total 182610 100.00 415026168 100.00

Unclaimed Shares

Pursuant to Clause 5A of the Listing Agreement (as amended in December 2010), details in respect of the physical shares, which were issued by the Company from time to time and lying in the suspense account is as under:

Particulars No of holders No of Shares

Aggregate number of shareholders and the outstanding sharesin the suspense account as at April 1, 2014

426 84036

Fresh undelivered cases during the fi nancial year 2014-15 Nil Nil

Number of shareholders who approached the Company fortransfer of shares from suspense account till March 31, 2015

Nil Nil

Number of shareholders to whom shares were transferred fromthe Suspense account till March 31, 2015

Nil Nil

Aggregate number of shareholders and the outstanding shares inthe suspense account lying as on March 31, 2015

426 84036

The voting rights on the shares outstanding in the suspense account as on March 31, 2015 shall remain frozen till the rightful owner of such shares claims the shares. In compliance with the said requirements, these shares will be transferred into one folio in the name of ‘Unclaimed Suspense Account’ in due course.


DEMATERIALISATION

The Shares of the company are compulsorily traded in dematerialization form. The code number allotted by the National Securities Depository Limited (NSDL) and Central Depository Services limited (CDSL) to Pentamedia Graphics Limited is - INE202A01022.

Number of shares held in Dematerialised and physical mode as on 31st March, 2015 are noted below:

Particulars No of Shares % of total capital issued

Shares held in Dematerialised form with NSDL 330592538 79.66

Shares held in Dematerialised form with CDSL 83666684 20.16

Shares held in Physical form 766946 0.18

Total 415026168 100.00

Outstanding GDRs/Warrants or any convertible warrants

There are no outstanding convertible GDRs/Convertible warrants.

NOMINATION FACILITY

Section 72 of the Companies Act, 2013 provides the facility of nomination to shareholders. This facility is mainly useful for individuals holding shares in sole name. In the case of joint holding of shares by individuals, nomination will be effective only in the event of death of all joint holders.

Investors, especially those who are holding shares in single name, are advised to avail of the nomination facility by submitting the prescribed Form SH-13 for initial registration of nomination and Form SH-14 for cancellation and variation of nomination as per Companies Act, 2013 to the Company’s R&TA.

Address for CorrespondenceRegistered Offi ce:“TAURUS”No. 25, First Main RoadUnited India ColonyKodamabakkam,Chennai-600 024E-Mail: [email protected] : www.pentamedia.in

/pentamediagraphics

For all matters relating to SharesM/s. Cameo Corporate Services LimitedFifth Floor, “Subramaniam Building” No.1, Club House RoadChennai - 600 002Tel: (054) – 28460390 (5 lines)Fax: (054) - 28460129Email: [email protected] Website : www.cameoindia.com

Date: 24.07.2015Place: Chennai V.Chandrasekaran

(DIN: 00158019)Managing Director


CORPORATE GOVERNANCE COMPLIANCE CERTIFICATEUNDER CLAUSE 49 OF THE LISTING AGREEMENT

Corporate Identifi cation No. : L74210TN1976PLC007142Authorised Capital: Rs. 4,50,00,00,000/-

ToThe MembersM/s PENTAMEDIA GRAPHICS LIMITEDTAURUS’ NO.25 FIRST MAIN ROAD,UNITED INDIA COLONY, KODAMBAKKAM,CHENNAI – 600024.

We have examined all relevant records of M/s. Pentamedia Graphics Limited, having its Registered Offi ce at Taurus’ No.25 fi rst main road, United India colony, kodambakkam, Chennai 600024 for the purpose of certifying compliance of the conditions of Corporate Gov-ernance under Clause 49 of the Listing Agreement with BSE Limited for the fi nancial year ended March 31, 2015. We have obtained all the information and explanations, which to the best of our knowledge and belief, were necessary for the purpose of certifi cation.

The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. This Certifi cate is neither an assurance as to the future viability of the Company nor of the effi ciency or effectiveness with which the management has conducted the affairs of the Company. It is neither an audit nor an expression of opinion on the fi nancial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has com-plied with all the mandatory conditions of Clause 49 of the listing Agreement.

For R. Sridharan & AssociatesCompany Secretaries

Place : Chennai CS R SridharanDate : 24.07.2015 FCS No. 4775

CP No. 3239

DECLARATION OF CODE OF CONDUCT

To

The Board of Directors Messrs. Pentamedia graphics limitedTaurus’ no.25 fi rst main road,United India colony, Kodambakkam,Chennai – 600024

This is to confi rm that the Board has laid down a code of conduct for all Board members and senior management of the Company. The code of conduct has also been posted on the website of the Company.

It is further confi rmed that all the Directors and senior management personnel of the Company have affi rmed compliance with the code of conduct of the Company for the year ended 31st March 2015, as envisaged in Clause 49 of the Listing Agreement with the Stock Exchanges.

V. Chandrasekaran V. Venkatramanan Managing Director Chief Financial Offi cer DIN: 00158019



DIRECTOR & CEO’s DECLARATION IN TERMS OFCLAUSE 49(V) OF THE LISTING AGREEMENT

I hereby certify that we have

a. Reviewed fi nancial statements and the cash fl ow statement for the year and to the best of their knowledge and belief;

These statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b. There are to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudu-lent, illegal or violative of the company’s code of conduct.

c. Accept responsibility for establishing and maintaining internal controls and that they have evaluated the effectiveness of the inter-nal control systems of the company and they have disclosed to the auditors and the Audit Committee, defi ciencies in the design or operation of internal controls, if any of which they are aware and the steps they have taken or propose to take to rectify these defi ciencies.

d. We have indicated to the Auditors and the Audit Committee

Signifi cant changes in internal control during the year;

Signifi cant changes in accounting policies during the year and that the same have been disclosed in the notices to the fi nancial state-ments; and

Instances of signifi cant fraud of which they have become aware and the involvement therein, if any of the management or and employee having a signifi cant role in the company’s internal control system.

V. Chandrasekaran Managing Director DIN: 00158019



INDEPENDENT AUDITOR’S REPORT ON FINANCIAL STATEMENTSTO THE MEMBERS OF PENTAMEDIA GRAPHICS LIMITED

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying fi nancial statements of Pentamedia Graphics Limited (the Company), which comprise the Balance Sheet as at March 31, 2015, the statement of Profi t and Loss and Cash Flow Statement for the year then ended, and a summary of signifi cant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company’s Management is responsible for the preparation of these fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows of the Company in accordance with the Accounting Standards notifi ed under Section 133 of Companies Act, 2013 read with rule 7 of the Companies (Accounts) Rules, 2014 and in accordance with the account-ing principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the fi nancial statements that give a true and fair view and are free from material mis-statement, whether due to fraud or error.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by manage-ment, as well as evaluating the overall presentation of the fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid fi nancial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

(b) In the case of Statement of Profi t and Loss, of the profi t of the Company for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash fl ows of the Company for the year ended on that date.

OTHER MATTERS

The fi nancial statements and other fi nancial information include the company’s write off of Rs. 52,52,30,000 towards advances and deposits and Rs.95,31,34,000 towards Capital Work In Progress and related disclosure in respect of the amount mentioned.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by Section 143(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examina-tion of those books.


c. The Balance Sheet, the Statement of Profi t and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, the Statement of Profi t and Loss, and the Cash Flow Statement comply with Accounting Standards.

e. On the basis of the written representations received from the directors as on March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualifi ed as on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rule,2014, in our opinion and to the best of our information and according to the explanation given to us:

The Company has disclosed the impact of loss in Profi t and Loss Account as referred to Note to the fi nancial statements.

For Babuperam Associates, Chartered Accountants

CA. BABUPERAM

Place : Chennai Membership.No.: 200803Date : 29.05.2015 Firm Registration No.012721S

ANNEXURE TO AUDITORS’ REPORT OF EVEN DATE(Referred to in paragraph 8 under ‘Report on other legal and Regulatory Requirements’ section of our report of even date)

1. (a) The company has maintained proper records showing full particulars, including quantitative details and situation of fi xed assets.

(b) The fi xed assets are physically verifi ed during the year by the management in accordance with a regular programme of verifi cation which, in our opinion, provides for physical verifi cation of the fi xed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verifi cation.

(c) In our opinion and according to the information and explanations given to us, as substantial part of the fi xed assets is not been disposed off by the company during the year

2. (a) As explained to us, the inventories were physically verifi ed during the year by the management at reasonable intervals.

(b) In Our Opinion and according to the information and explanation given to us, the procedures of physical verifi cation of inventories followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanation given to us, the company has maintained proper records of its inventories and no material discrepancies were noticed on physical verifi cation.

(d) The company has valued inventory at the lower of cost or net realisable value. The determination of realisable value of this inventory is based on the method adopted by the management. We have not conducted audit procedures for the same. Part of the stock were written off for which there is no value.

3. We have been informed by the company management that they have not granted/taken any loans, secured or unsecured to/from companies, fi rms and other parties covered in the register maintained under sec 189 of Companies Act 2013 and accordingly the provisions of clause(iii) of paragraph 3 of the order are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fi xed assets


and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

5. In our opinion and according to the information and explanations given to us, the company has not accepted deposits from the public during the year, Therefore, the provisions of the Clause (V) of paragraph 3 of the order are not applicable to the company.

6. As per the information and explanations given to us, maintenance of cost records has not been prescribed by the central government under Section 148 of the companies Act 2013.

7. According to the information and explanations given to us there are no dues of Income Tax, Wealth Tax, Sales Tax, Customs duty, Excise Duty, Service Tax and Cess Which have not been deposited on account of any dispute except the following cases.

Pentasoft Technologies Limited has obtained a direction/stay order dated 18.12.2009 (W.P.No.25120/2009) from the High Court of Madras to dispose off all the issues and appeals pertaining to the Assessment Year 1998-99 to 2006-07 where Pentasoft Technologies Limited has claimed refunds. Also vide WP No.5174 / 2015 the company was able to life the attachment on its properties during February 2015.

The particulars of dues of Income Tax For Pentamedia Graphics Limited and Pentasoft Technologies which have not been deposited on account of a dispute for the following years as follows.

(i) Pentamedia

Assessment Year Amount in Crores

2008-2009 1.96

2009-2010 0.85

2010-2011 5.72

2012-2013 1.20

(ii) Pentasoft


2001-2002 6.30

Pentamedia Graphics Limited has obtained a direction/order dated 15.07.2010 (W.P.No.2357/10) from the High Court of Madaras to dispose off all the issues and appeals pertaining to the Assessment Year: 1997-98 to 2007-2008 within 8 weeks where the company has claimed refunds.

For the AY 2005-06 a case against Pentamedia Graphics Limited was reopened by Income tax Department on 21/10/2014 u/s 144 r.w.s 147 of Income tax Act demanding an amount of Rs.25,38,54,740.The above said case was under dispute stay has been obtaining company and the appeal was pending in supreme court.

Consequent to the modifi ed composite scheme of Amalgamation arrangement and compromise between Pentamedia Graphics Ltd, Media Dreams Ltd, Kris.Srikkanth Sports Entertainment Ltd, Intelevision and Mayajaal Entertainment Ltd and their respective creditors and shareholders.

The company fi led its Revised return as per the Madras High Court Order dated 17th December 2007 wherein Rs.690 Cr of impaired assets has been written off and the matter is still pending with the department. This being not taken up immediately the company vide COMP. APPLN. No.330 to 333/2009 sort direction from Madras High Court and the same was given while order dated 11th January 2010.

SERVICE TAX CLAIMS

A case against M/s.Pentasoft Technologies Ltd. (stay order No.823/12 dt 10.12.12) is pending in CST, Chennai. Demand amount of which is Rs.11,38,904 out of which Rs.8,00,000 was deposited by the company on 11th January 2013. And the said case is still in process.


8. The company have an accumulated losses at the end of the fi nancial year and the company has not incurred cash losses during the fi nancial year covered by our audit.

9. In our opinion and according to the information and explanation given to us, the company has not defaulted in the repayment of dues to fi nancial institutions, banks and debenture holders.

10. According to the information and explanations furnished to us, the company has not given guarantees, for loans taken by others from banks or fi nancial institutions

11. In our opinion and according to the information and explanations given to us, and on an overall examination of the Balance sheet of the company, we report that funds raised on short-term basis have prima facie not been used during the year for long-term purpose.

12. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Babuperam Associates,Chartered Accountants

CA. BABUPERAMPlace : Chennai Membership No.200803Date : 29.05.2015 Firm Registration No.012721S


PENTAMEDIA GRAPHICS LIMITEDBALANCE SHEET AS AT 31st MARCH 2015

` in ‘000

Particulars Note No. As at31 March, 2015

As at31 March, 2014

I. EQUITY AND LIABILITIES :1) Shareholders’ fundsShare Capital 1 415,026 415,026 Reserves and Surplus 2 1,208,688 2,705,231 2) Non-Current LiabilitiesLong-term borrowings 3 1,710 710 Deferred tax liabilities (Net) 4 10,493 16,697 Other Long term liabilities 5 3,586 2,531 Long-term provisions 6 2,100 900 3) Current LiabilitiesShort-term borrowings 7 Nil NilTrade payables 8 2,192 4,103 Other current liabilities 9 8,168 7,916 Short-term provisions 10 1,380 1,628

Total Equity & Liabilities 1,653,343 3,154,742 II. ASSETS1) Non-Current AssetsFixed assets (i) Tangible assets 11 108,364 123,839 (ii) Intangible assets 391,023 734,493 (iii) Capital work-in-progress 78,700 792,381 (iv) Intangible assets under development 87,551 NilNon-current investmentsDeferred tax assets (net)Long-term loans and advances 12 539,596 849,891 Other non-current assets2) Current assetsCurrent investments 13 Nil NilInventories 14 157,626 161,138 Trade receivables 15 12,969 7,014 Cash and cash equivalents 16 136 630 Short-term loans and advances 17 271,288 478,159 Other current assets 18 6,090 7,197

Total Assets 1,653,343 3,154,742

Accounting policies and Notes forming part of thefi nancial statements.

For and on behalf of the Board As per our separate report of even date

for Babu Peram & Associates, Chartered Accountants, V. CHANDRASEKARANManaging Director(DIN: 00158019)

CA. BABUPERAM Membership.No.: 200803

Firm Registration No.012721S


T.S. SRINIVASANCompany Secretary

R. KALYANARAMANDirector(DIN: 00041770)

V. VENKATARAMANANChief Financial Offi cer



PENTAMEDIA GRAPHICS LIMITEDSTATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31st MARCH 2015

` in ‘000

Particulars Note No. Year ended 31 March, 2015

Year ended 31 March, 2014

(i) Revenue from operations 19 39,798 49,448 (ii) Other income 20 14,593 600 (iii) Total Revenue (I & II) 54,391 50,048 (iv) EXPENSES Training and Development expenses 21 44 5,783 Purchases of Stock-in-Trade 22 Nil 382 Changes in inventories of fi nished goods work-in-progress

and Stock-in-Trade3,512 727

Employee benefi ts expense 23 6,474 6,204 Finance costs 24 5 3 Depreciation and amortization expense 25 31,176 20,935 Other expenses 26 12,963 8,850

Total expenses 54,174 42,884 (v) Profi t before exceptional and extraordinary items and tax

(III-IV) 217 7,164

(vi) Exceptional items 27 1,478,364 1,393,804 (vii) Profi t before extraordinary items and tax (V - VI) (1,478,147) (1,386,640)(viii) Extraordinary Items Nil Nil(ix) Profi t before tax (VII- VIII) (1,478,147) (1,386,640)(x) Tax expense: (1) Current tax (2) Deferred tax Asset 6,205 897 (3) Prior Period Tax payments (24,590) Nil(xi) Profi t (Loss) for the period from continuing operations

(VII-VIII)(1,496,532) (1,386,743)

(xii) Tax expense of discontinuing operations Nil Nil(xiii) Profi t/(loss) from Discontinuing operations (after tax)

(XII-XIII)Nil Nil

(xiv) Profi t (Loss) for the period (XI + XIV) (1,496,532) (1,385,740)(xv) Earnings per equity share: (1) Basic (3.34) (3.74) (2) Diluted (3.34) (3.34)

Accounting policies and Notes forming part of thefi nancial statements.

For and on behalf of the Board As per our separate report of even date

for Babu Peram & Associates, Chartered Accountants, V. CHANDRASEKARANManaging Director(DIN: 00158019)


Firm Registration No.012721S



R. KALYANARAMANDirector(DIN: 00041770)


PENTAMEDIA GRAPHICS LIMITEDCASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2015

` in ‘0002014 - 2015 2013-2014

A. Cash Flow From Operating ActivitiesNet Profi t Before Tax (1478147) (1386640)Add : Depreciation 31176 20376 Bank Charges 5 31181 3 20379

(1446966) (1366261)Less : Rental Advance 1500 600 Interest Income 11726 Gain on Sale of Land 1367 Decrease in WIP 14593 NIL 600

(1461559) (1366861)Add : Decrease in Current Assets & Non-Current Assets(Net) 495789 1179242 Decrease in Current Liabilities & Non-Current Liabilities (2187) 493602 2212 1181454

Increase in Current Liabilities & Non-Current Liabilities (967957) (185407)B. Cash Flow From Investing Activities

Rental Advance 1500 600Sale of Fixed Asset 978832 184900Bank Charges 11726 992058Less: Purchase of FA (94) 185406Net Cash Flow Operating Activities “B” 992058 185406

C. Cash Flow From Financing ActivitiesPrior period tax payments (24590) NILInterest Paid (5) (24595) (3) (3)Net Cash Flow From Financing Activities “c” (24595) (3)

D. Net Increase/Decrease in cash and cash equivalents (494) (4)(A+b+c)/F-EReconciliation

E. Cash & Cash Equivalents at the beginning of the year 630 634F. Cash & Cash Equivalents at the end of the year 136 630

494 4

*Cashfl ow for current year has been prepared based on restructed fi nancials. Previous year fi gures have been regrouped and recasted wherever necessary to confi rm to current year’s classifi cation.

This is the cash fl ow statement referred to in our report of even date.

For and on behalf of the Board

V.CHANDRASEKARANManaging Director(DIN: 00158019)

R. KALYANARAMANDirector

(DIN: 00041770)



AUDITOR’S CERTIFICATEThe above cash fl ow statement has been complied from and is based on the audited accounts of M/s. Pentamedia Graphics Limited for the year ended 31st March 2015 reported upon by us on 29.05.2015. According to the information and explanations given together with notes thereon, the aforesaid cash fl ow statement has been prepared pursuant to clause 32 of the Listing agreement with Stock Exchange and the reallocations required for the purpose are as made by the company.

As per our separate report of even date. for Babu Peram & Associates, Chartered Accountants,


Firm Registration No.012721S Place : ChennaiDate : 29.05.2015



NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR 2014 - 2015

A. CORPORATE INFORMATION

Pentamedia Graphics Limited (PMGL) is a Public Limited Company incorporated in the state of Tamilnadu and listed on the BSE

Limited (BSE). The company has been mainly in the following business during the year:

a. Pre&Post production of digital contents for animation&Visual effects for Film, TV & Internet.

b. Consultancy on multimedia & Software

c. Training and maintenance of media & Software products.

SIGNIFICANT ACCOUNTING POLICIES:

B. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The Financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in

India (Indian GAAP) including the Accounting Standards notifi ed under the relevant provisions of the Companies Act, 2013.

A) REVENUE RECOGNITION

Revenue/Incomes and Costs/Expenditure are generally accounted on accrual, as they are earned or incurred.

(i) Revenue from Multimedia business (for sale of digital content on fi xed price basis) is recognized based on milestones reached.

(ii) Revenue in respect of Training and Education services is recognized on rendering of services, only when it is reasonably certain

that the ultimate collection will be made. The revenue from fi xed time contracts is recognized over the period of contracts. For

services rendered through franchisees only the company’s share of revenue is recognized.

(iii) Revenue for services charges is recognized after completion of each stage of service.

(iv) Revenue from Software development (on time and material basis) is recognized based on software developed and billed to the

clients.

B) USE OF ESTIMATES:

The preparation of fi nancial statements in conformity with generally accepted accounting principles requires estimates and assumptions

to be made that affect the reported amounts of assets and liabilities on the date of the fi nancial statements and the reported amounts

of revenue and expenses during the reporting period. Differences between actual and estimates are recognized in the period in which

the results are known/materialized.

C) FIXED ASSETS

(i) Fixed assets are stated at cost including taxes, duties, freight etc related to purchase and installation less accumulated depreciation.

(ii) A part of fi xed asset in Furniture and fi xtures and Computer were written off due to expiry of useful life of an asset as per Schedule

II of Companies Act 2013.


(iii) During the year a Land situated at Gujarat costing Rs.13,00,000 was sold and the gain recognized in profi t and Loss account.

(iv) Intangible assets, that are not yet ready for their intended use, are carried at costs, comprising direct cost, other incidental/

attributable expenses and refl ected under capital work in progress/Intangible assets under development respectively.

(v) Capital work in progress represents capital advances and expenditure incurred during the earlier years pertaining to software

development pending capitalization.

D) INTANGIBLE ASSETS

Intangible assets are recognized only is it is probable that the future economic benefi ts that are attributable to the asset will fl ow to

the enterprise and the cost of the asset can be measured reliably. The intangible assets are recorded at cost and are carried at cost.

E) DEPRECIATION

Depreciation on fi xed assets is provided on the straight-line method in accordance with the rates specifi ed under Schedule II to the

Companies Act, 2013. As part of computers original cost or WDV of Rs.2.29 Cr and Furnitures and fi xtures original cost /WDV Rs.1

Lacs have exhausted the useful life as per the new schedule, hence there value is written off as depreciation.

F) INVENTORIES

Inventories consist of Digital Content and Software development which are valued at cost.

G) RETIREMENT BENEFITS TO EMPLOYEES

The Liability for future payment of gratuity has been provided in the accounts. The liability is not funded separately.

H) TAXES ON INCOME

Income Tax Provision for taxation is not made for the year ended 2014-15 as there is no tax liability for the period.

Deferred Tax

Deferred tax resulting from timing differences between book and tax profi ts is accounted for under the liability method, at the current

rate of tax, to the extent that the timing differences are expected to crystallize.

I) CASH AND CASH EQUIVALENTS

The company considers all highly liquid fi nancial instruments, which are readily convertible into cash and have original maturities of

three months or less from the date of purchase, to be cash equivalents.

J) IMPAIRMENT OF ASSETS

The carring value of assets at each balance sheet date are reviewed for impairment. If any indication of impairment exists, the

recoverable amount of such assets is estimated and impairment is recognized, if the carrying amount exceeds the recoverable amount.

During the current year some of the assets are impaired and partly written off and the balance amount is recoverable.

K) PRELIMINARY EXPENSES

Preliminary expenses are amortized over a period of fi ve years commencing from the year at commercial operations and closed during

the reporting period.


L) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Provisions are recognized only when the company has present or legal or constructive obligations as a result of past events, for which

it is probable that an outfl ow of economic benefi t will be required to settle the transaction and a reliable estimate can be made for the

amount of the obligation. Contingent liability is disclosed for (i) Possible obligations which will be confi rmed only by future events not

wholly within the control of the company or (ii) Present obligations arising from past events where it is not probable that an outfl ow of

resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made. Contingent

assets are not recognized in the fi nancial statements and it includes the details of claims against the company.

(i) DAL, Ireland

The company’s appeal on Dallah Albaraka(DAL) claim against the guarantor Pentasoft Technologies Ltd which is being claimed on

Pentamedia Graphics Ltd. is being contested in the High Court of Madras.

Notes forming part of the fi nancial statements for 2014 - 2015

NOTE NO. 1 SHARE CAPITAL

Particulars As at 31 March, 2015 As at 31 March, 2014

Number of shares ` '000 Number of

shares ` in '000

Authorised

Preference shares of Rs.10 each 5,000,000 50,000 5,000,000 50,000

Equity Shares of `Re. 1 each 4,450,000,000 4,450.00 4,450,000,000 4,450.00

Issued

Preference shares of Rs.10 each

Equity Shares of `Re. 1 each 415,026,168 415,026 415,026,168 415,026

Subscribed & Paid up

Preference shares of Rs.10 each

Equity Shares of `Re. 1 each 415,026,168 415,026 415,026,168 415,026

Total 415,026,168 415,026 415,026,168 415,026

2. Reconciliation of number of equity shares and share capital

Number of Equity Shares

Amountin 000

Number ofEquity Shares

Amount in 000

At the beginning of the yearAdd : Issued during the year

415,026,168Nil

415,026Nil

415,026,168Nil

415,026Nil

Outstanding at the end of the year 415,026,168 415,026 415,026,168 415,026

Disclosures :All the equity shares carry equal rights and obligations rigths including for dividend and with respect to voting rights.

3. Details of Shareholders holding more than 5% of the aggregate shares in the company

Name of the shareholders NumberEquityShares % Ratio Number of

EquityShares % of Ratio

Kotak Mahindra Bank 60,000,000 14.46 60,000,000 14.46

Vesa Holdlings Pvt Ltd 41,806,385 10.07 41,806,385 10.07

No equity shares were allotted as fully paidup by way of bonus shares during the preceeding fi ve years.


NOTE NO. 2 RESERVES AND SURPLUS` in ‘000


a. Capital Reserves

Opening Balance 369,593 369,593

(+) Current Year Transfer

(-) Written Back in Current Year

Closing Balance 369,593 369,593

b. Capital Redemption Reserve

c. Securities Premium Account

Opening Balance 3,534,377 3,534,377

Add : Securities premium credited on Share issue Nil Nil

Less: Premium Utilised for various reasons Nil Nil

Premium on Redemption of Debentures

For Issuing Bonus Shares

Closing Balance 3,534,377 3,534,377

g. Other Reserves (Specifi y the nature and purpose of each reserve)

Opening Balance 61,579 61,579

(+) Current Year Transfer

(-) Written Back in Current Year

Closing Balance 61,579 61,579

h. Surplus

Opening balance (1,260,329) 125,425

(+) Net Profi t/(Net Loss) For the current year (1,496,532) (1,385,743)

Closing Balance (2,756,850) (1,260,318)

TOTAL 1,208,688 2,705,231

NOTE NO. 3 LONG-TERM BORROWINGS ` in ‘000


(d) Deposits

Franchisee 210 210

(g) Other loans and advances (Rental Advance) 1,500 500

TOTAL 1,710 710


NOTE NO. 4 DEFERRED TAX LIABILITIES (Net) ` in ‘000


Depreciation as per Companies Act 30,617 20,376

Depreciation as per Income Tax Act 10,538 17,473

Difference 20,079 2,903

Deferred Tax Asset @ 30.90% 6,205 897

Amount taken into P & L account for the year ended 6,205 897

Net Deferred Tax Liability shown in the Balance Sheet for the last year 16,698 17,594

Less: Deferred Tax Asset for the current year to be accounted - P & L 6,205 897

Net Deferred Tax Liability to be shown in the Balance Sheet 10,493 16,697

NOTE NO. 5 OTHER LONG TERM LIABILITIES ` in ‘000


(a) Trade Payables 3,058 966

(b) Others 528 1,565

TOTAL 3,586 2,531

NOTE NO. 6 LONG TERM PROVISIONS ` in ‘000


(a) Provision for employee benefi ts Gratuity (unfunded) 2,100 900

TOTAL 2,100 900

NOTE NO. 7 SHORT TERM BORROWINGS ` in ‘000


Secured

(d) Other loans and advances (specify nature) Nil Nil

TOTAL Nil Nil

NOTE NO. 8 TRADE PAYABLES ` in ‘000


Sundry Creditors 2,192 4,103

TOTAL 2,192 4,103


NOTE NO. 9 OTHER CURRENT LIABILITIES ` in ‘000


(i) Service Tax payable (output) 252 Nil

(j) Other payables (Income Tax) 7,916 7,916

TOTAL 8,168 7,916

NOTE NO. 10 SHORT TERM PROVISIONS ` in ‘000


(a) Provision for employee benefi ts

Salary & Reimbursements 1,185 1,205

Contribution to PF 2 2

(b) Others (Specify nature)

TDS 193 421

Total 1,380 1,628

Depreciation Statement as per companies Act 2013

NOTE NO. 11 FIXED ASSETS ` in ‘000

Particulars GROSS BLOCK- AT COST DEPRECIATION NET BLOCK

Tangible Assets As at01.04.2014

Additions Deductions As at

31.03.2015As at

01.04.2014For the Year

As at31.03.2015

As at01.04.2014

As at 31.03.2015

Land 27,325 NIL 1,300 26,025 NIL NIL NIL 27,325 26,025

Building 131,867 NIL NIL 131,867 59,530 2,083 61,613 72,337 70,254

Plant and Machinery 13,577 NIL NIL 13,577 11,009 992 12,001 2,568 1,576

Furniture and Fittings 117,201 NIL 100 117,101 95,592 11,125 106,717 21,609 10,459

Computer & Software 23,025 NIL 22,931 94 2,220,673 16,417 2,237,090 16,467 50

Sub-Total (a) 312,995 NIL 24,331 288,664 2,386,804 30,617 2,417,421 140,306 108,364

Intangible Assets

Capital work in progress

792,381 NIL 626,130 166,251 NIL NIL NIL 792,381 166,251

Product Rights 718,027 NIL 327,004 391,023 NIL NIL NIL 718,027 391,023

Sub-Total (b) 1,510,408 NIL 953,134 557,274 NIL NIL NIL 1,510,408 557,274

Grand Total 1,823,403 NIL 977,465 845,938 2,386,804 30,617 2,417,421 1,650,714 665,638

Previous Year 4,244,784 94 184,900 4,059,979 2,388,889 20,376 2,409,265 1,650,713 1,855,895


NOTE NO. 12 LONG TERM LOANS AND ADVANCES ` in ‘000


a. Capital Advances

Nil Nil

b. Security Deposits

Secured, considered good

Unsecured, considered good

Earnest Money Deposit 485 1,107

Deposit - Electricity 3,688 3,609

Deposit - Telephone 1,475 1,477

Excise Duty PLA a/c 5 5

CST appeals (1,205) (1,205)

Service Tax - Prepaid 940 940

5,388 5,933

c. Loans and advances

Mayajaal Entertainment Ltd 45,114 25,461

Pentafour Software Emp Welfare Foundation (1,415) (2,330)

43,699 23,131

d. Other loans and advances

(Income tax)

Pentamedia 314,219 314,219

Pentasoft 176,290 506,609

490,509 820,827

TOTAL 539,596 849,891

NOTE NO. 13 CURRENT INVESTMENTS ` in ‘000


(a) Investment in Equity instruments Nil Nil

(b) Investments in preference shares Nil Nil

(c) Investments in Government or Trust securities Nil Nil

(d) Investments in Debentures or Bonds Nil Nil

(e) Investments in Mutual Funds Nil Nil

(f) Investments in partnership fi rms* Nil Nil

(g) Other non-current investments (specify nature) Nil Nil

Total (A) Nil Nil

Less : Provision for dimunition in the value of Investments Nil Nil

TOTAL Nil Nil


NOTE NO. 14 INVENTORIES ` in ‘000

Inventories As at 31 March, 2015 As at 31 March, 2014

a. Raw Materials and components Nil Nil

b. Work-in-progress 72,596 75,556

72,596 75,556

c. Finished goods Nil Nil

d. Stock-in-trade Nil Nil

e. Stores and spares Nil Nil

f. Loose Tools Nil Nil

g. Others (Distrbution rights) 85,030 85,582

SUB TOTAL 85,030 85,582

TOTAL 157,626 161,138

NOTE NO. 15 TRADE RECEIVABLES ` in ‘000


Trade receivables outstanding for a period less than six months from the date they are due for payment

Secured, considered good 337 1,859

Less: Provision for doubtful debts

337 1,859

Trade receivables outstanding for a period exceeding six months from the date they are due for payment

Secured, considered good 12,632 5,155

Less: Provision for doubtful debts

12,632 5,155

TOTAL 12,969 7,014

NOTE NO. 16 CASH AND CASH EQUIVALENTS ` in ‘000


a. Balances with banks* Nil Nil

b. Cheques, drafts on hand Nil Nil

c. Cash on hand* 4 7

d. Others (balance in current accounts) 132 623

TOTAL 136 630


NOTE NO. 17 SHORT TERM LOANS AND ADVACES ` in ‘000


b. Others (specify nature)v

Secured, considered good

FRANCHISEE 271,288 478,159

TOTAL 271,288 478,159

NOTE NO. 18 OTHER CURRENT ASSETS ` in ‘000


Miscellaneous Expenses Nil 559

Prepaid Insurance 10 7

Tax Deducted Source 5,771 6,208

VAT - CENVAT 95 21

Service Tax - CENVAT 214 402

TOTAL 6,090 7,197

NOTE NO. 19 REVENUE FROM OPERATION ` in ‘000


Sale of services - Media Training 1,716 284

Sale of Services - Software Integration 8,182 3,850

Other operating revenues - Media 29,900 45,314

TOTAL 39,798 49,448

NOTE NO. 20 OTHER INCOME ` in ‘000


Interest Income (in case of a company other than a fi nance company) 11,726 Nil

Rental Income 1,500 600

Net gain/loss on sale of investments 1,367 Nil

TOTAL 14,593 600


NOTE NO. 21 & 22 COST OF MATERIALS CONSUMED ` in ‘000


Multimedia development and educational training expense 44 5,783

TOTAL 44 5783

Opening stock 161,138 241,965

Add: Purchases Nil 382

161,138 242,347

Less: Obsolete stock written off Nil 80,100

Less: Closing stock 157,626 161,138

Total - Cost of material consumed 3,512 1,109

TOTAL 3,556 6,892

NOTE NO. 23 EMPLOYEES’ BENEFIT EXPENSES ` in ‘000


Salaries and wages 5,161 5,522

Staff welfare expenses 113 132

Gratuity 1,200 550

TOTAL 6,474 6,204

NOTE NO. 24 FINANCE COSTS ` in ‘000


Bank Charges 5 3

TOTAL 5 3

NOTE NO. 25 DEPRECIATION AND AMORTISATION EXPENSES ` in ‘000


Depreciation 30,617 20,376

Preliminary expenses 559 559

TOTAL 31,176 20,935


NOTE NO. 26 ADMINISTRATIVE AND OTHER EXPENSES ` in ‘000

Particulars As at 31 March, 2015 As at 31 March, 2014Rates and taxes 1,260 1,542

Power and fuel 769 771

Printing and stationery 145 294

Telephone and Postage 4,229 1,396

Travelling and conveyance 247 326

Insurance 25 17

Offi ce Maintenance 214 191

Repairs and maintenance - Buildings 999 163

Repairs and maintenance - Machinery 104 188

Repairs and maintenance - Others 376 182

Administration and other exp 283 294

Training Expenses Nil 98

Advertisement 227 97

Director Sitting Fees 100 75

Legal and professional 3,151 2,651

Miscellaneous expenses 424 380

Payments to auditors:

Statutory audit 350 150

Taxation matters 50 25

Other services 10 10

TOTAL 12,963 8,850

NOTE NO. 27 EXCEPTIONAL ITEMS REPRESENTS ` in ‘000

Particulars As at 31 March, 2015 As at 31 March, 20141. Investments

Investment in Subsidiaries written off

Esoftcom (Mauritius) Ltd. Nil 720,045

Num TV Limited, Mauritius Nil 207,225

2. Capital Item written off

Capital work in Progress 626,130 82,500

Products rights 327,004 102,400

3. Written off of Loan & advances

Loans and advances 525,230 194,810

4. Revenue Items written off

Sundry Debtors Nil 5,725

5. Inventories written off

Distribution rights Nil 35,075

Project in Progress Nil 45,025

TOTAL 1,478,364 1,393,804

B. NOTES ON ACCOUNTS

1. CLAIMS AGAINST THE COMPANY NOT ACKNOWLEDGE AS LIABILITY :

Pentasoft Technologies Limited has obtained a direction/stay order dated 18.12.2009 (W.P.No.25120/2009) from the High Court of Madras to dispose off all the issues and appeals pertaining to the Assessment Year 1998-99 to 2006-07 where Pentasoft Technologies Limited has claimed refunds. Also vide WP No.5174 / 2015 the company was able to lift the attachment on its properties during February 2015 by IT Department.


The particulars of dues of Income Tax For Pentamedia Graphics Limited and Pentasoft Technologies which have not been deposited on account of a dispute for the following years as follows.

(i) Pentamedia


2008-2009 1.96

2009-2010 0.85

2010-2011 5.72

2012-2013 1.20

(ii) Pentasoft


2001-2002 6.30

Pentamedia Graphics Limited has obtained a direction/order dated 15.07.2010 (W.P.No.2357/10) from the High Court of Madaras to dispose off all the issues and appeals pertaining to the Assessment Year: 1997-98 to 2007-2008 within 8 weeks where the company has claimed refunds.

For the AY 2005-06 a case against Pentamedia Graphics Limited was reopened by Income tax Department on 21/10/2014 u/s 144 r.w.s 147 of Income tax Act demanding an amount of Rs.25,38,54,740.The above said case was under dispute stay has been obtaining company and the appeal was pending in supreme court.

Consequent to the modifi ed composite scheme of Amalgamation arrangement and compromise between Pentamedia Graphics Ltd, Media Dreams Ltd, Kris.Srikkanth Sports Entertainment Ltd, Intelevision and Mayajaal Entertainment Ltd and their respective creditors and shareholders.

The company fi led its Revised return as per the Madras High Court Order dated 17th December 2007 wherein Rs.690Cr of imparied assets has been written off and the matter is still pending with the department.This being not takenup immediately the company vide COMP.APPLN.No.330 to 333/2009 sought direction from Madras High Court and the same was given while order dated 11th January 2010.

SERVICE TAX CLAIMS

A case against M/s.Pentasoft Technologies Ltd (stay order No.823/12 dt 10.12.12) is pending in CST, Chennai. Demand amount of which is Rs.11,38,904 out of which Rs.8,00,000 was deposited by the company on 11th January 2013. And the said case is still in process.

2. EXCEPTIONAL ITEMS REPRESENTS:

(I) PRODUCTS RIGHTS

Pentasoft Technologies Limited was in the development and export of software like Hospital Management Software, Banking and Financial Software, Insurance Software ERP solutions etc.

Consequent to the merger of Pentasoft Technologies Limited with Pentamedia Graphics Limited on 01.10.2008 high end software products along with its rights came into Pentamedia Graphics Limited.

The above softwares being used only on main frame machines and these machines being not in use at present, they are no longer marketable hence these products amounting to Rs.32.70 crores are written off as per the advice of the management.

(II) CAPITAL WORK IN PROGRESS

Animation contents for Film, TV & Internet comprising of characters, properties & backgrounds are no longer relevant due to the present technology changes on picture quality and resolution such as 4K, Digital 3D etc. and a portion of Rs.62.61 Crores has been written off as per the advice of the management

(III) LOANS AND ADVANCES

The following items pertaining to Pentasoft Technologies which has come in due to merger with Pentamedia Graphics w.e.f 1.10.2008


A. Pentasoft Franchisee

Pentasoft Technologies Limited appointed over 150 franchisees during the year 2000 – 2001. Upon merger of Pentasoft Technologies Limited, the amounts receivable from franchisees were taken as advances in Pentamedia Graphics Limited.

Due to economic slowdown and increase in competitors most of the franchisees discontinued the business and hence the advances amounting to Rs.6.50 crores became irrecoverable. In spite of sincere efforts taken by the management to recover the same, they could not recover it and hence written off.

B. Other Advances

The new provisions pertaining to governance, compliance etc has also necessitated in writing off Rs. 14.27 crores of various advances which were given during establishing offi ces/ branches all over India by Pentasoft Technologies. Since all the branches/ offi ces have been closed long back and the advances being not recoverable till now the management has decided to write them off in line with the new provisions.

C. Advance pertaining to IT

Advances amounting to Rs. 31.75 crores which standing on the above mentioned account for more than 7 years have been written off in line with new provisions after some of the appeals pertaining certain key issues have been disposed off by the department

5. The company has recognized deferred tax liability (Net) Rs.1.05 crores as per the requirements of Accounting standard 22

6. EPS

Number if equity shares of Re.1/- each (basic) 41,50,26,168 Number if equity shares of Re.1/- each (diluted) 41,50,26,168 Net Profi t/Loss after tax available for Equity Shareholders Rs. (1,496,532,000) Basic EPS-Weighted Average Rs. (3.61) Diluted EPS-Weighted Average (3.61)

7. SEGMENTAL REPORTING PRIMARY BUSINESS SEGMENTAL RESULTS.

As the assets (Computers and Software’s) are being used interchangeably by different segments, segmentwise capital employed is not ascertainable.

Particulars ` in ‘000

Sales & ServicesMedia Products & Services Software Products & Services 39,798

Total 39,798

Profi t Before Interest & TaxMedia / Software Products & Services 44

Total 44

Depreciation and amortization 31,176

Bank Charges 5

Profi t before Tax & Extraordinary item (1,478,147)

8. PAYMENTS TO AUDITORS: ` in ‘000

Particulars 2014 – 2015 2013 – 2014a. Statutory Audit 300 150b. Tax Audit 50 25c. Certifi cation and other services 60 10

Total 410 185


9. DISCLOSURES IN RESPECT OF RELATED PARTIES PURSUANT TO ACCOUNTING STANDARD 18:

List of Related Parties:

Related parties/Promoters : Pentafour Software Employees Welfare Foundation Mayajaal Entertainment Ltd.

Key Management personnel: Mr.V.Chandrasekaran, Managing Director

Related Party Transactions Outstanding ` in ‘000

Particulars As at 31March, 2015

As at 31March, 2014

a. Mayajaal Entertainment Ltd.

(Debtors) 51,122 Dr 28,474 Dr

(Creditors) Nil 17.80 Cr.

(Rental Income) Nil 3.07 Dr

b. Pentafour Software Employees Welfare Foundation 14.15 Cr. 23.30 Cr.

` in ‘000

Particulars Subsidiaries FellowSubsidiaries

Key Management Personnel Total

Purchase of Goods Nil Nil Nil Nil

Sale of Goods Nil Nil Nil Nil

Purchase of Fixed Assets Nil Nil Nil Nil

Sale of Fixed Assets Nil Nil Nil Nil

Rendering of Services Nil Nil Nil Nil

Receiving of Services Nil Nil Nil Nil

Collection Arrangements Nil Nil Nil Nil

Leasing Or Hire Purchase Agreements Nil Nil Nil Nil

Transfer of Research & Development Nil Nil Nil Nil

Licence Agreements Nil Nil Nil Nil

Finance ( Including Loans & Equity contribu-tions in cash or in kind )

Nil Nil Nil Nil

Guarantees & Collaterals Nil Nil Nil Nil

Rent Received Nil Nil Nil Nil

Payment of Salary Nil Nil 2,400 2,400

10. MANAGERIAL REMUNERATION ` in ‘000

Particulars 2014-2015 2013-2014

Salary 2,400 2,400

Contribution to Provident Fund & Other funds Nil Nil

Commission Nil Nil

Total 2,400 2,400

Computation of net profi t under section 197/198 of the companies Act, 2013 and Director’s Commission


2014-2015 2013-2014

Net Profi t (Loss) for the year as per Profi t & Loss account (13,86,640) 2,489

Add : Depreciation as per Profi t & Loss account 20,376 23,479

Less: Director's Remuneration 2,400 1,490

Director's Sitting Fees 100 75

Depreciation as per companies Act 2013 30617 20376

Net Profi t NIL NIL

Managerial Remuneration paid to the director is in accordance with Part II Schedule V

11. COMPUTER SOFTWARE FOR MULTIMEDIA

The company is mainly engaged in Multimedia business of consultancy, training, sale of digital content, service for pre-post production, special/visual effects and distribution is not capable of being expressed in any generic units.

12. EXPENDITURE IN FOREIGH CURRENCY ` in ‘000

2015 2014Import on CIF basis Raw Materials Nil Nil

Spare parts, Components & Consumables Nil Nil

Travel (including maintenance allowances) Nil 220

Others (includes listing fees, seminar expenses & Expenditure incurred over-seas for Multimedia Development)

Nil 5783

13. EARNING IN FOREIGN CURRENCY ` in ‘000

2015 2014

Multimedia Development Services & Products (Exports) Nil Nil

14. DUES TO SMALL SCALE INDUSTRIAL UNDERTAKINGS

As of 31 st March 2014 the company has no outstanding exceeding Rs.100 thousands to Small scale industrial undertakings as defi ned under the Industrial Development Regulation Act, 1951.

15. PREVIOUS YEAR COMPARATIVES

Previous year’s fi gures have been regrouped/reclassifi ed wherever necessary to correspond with the current year’s classifi cations/disclosures.

16. All fi gures are rounded off to nearest in thousands

As per our separate report of even date

for Babu Peram & Associates, Chartered Accountants

For and on behalf of the Board

V. CHANDRASEKARANManaging Director(DIN: 00158019)

R. KALYANARAMANDirector

(DIN: 00041770)

CA. BABUPERAMMembership.No.: 200803Firm Registration No.012721S



T.S.SRINIVASANCompany Secretary




ATTENDANCE SLIPTo be handed over at the entrance of the Meeting Hall

Folio No./Client ID & DP ID

Name of the person attending the Meeting :

Number of Shares held :

I/We hereby record my/our presence at the 39th Annual General Meeting of Pentamedia Graphics Limited to be held on Thursday, the 03rd September 2015 at 10:00 AM at Rani Seethai Hall - No. 603, Anna Salai, Chennai – 600 006.

Signature of Shareholder/Proxy



PROXY FORMName of Member(s) ………………………..................…………………….....................………………………..................………...

Folio No/ Client ID No. ………………………..................……………………..........................……………………...........................

I/ We, being the member(s) holding………………………...........................................Equity Shares of Pentamedia Graphics Ltd, hereby appoint

1. Name: ..………..................……………………................................................. Signature: ……………………….......................Or failing him

2. Name: ..………..................……………………................................................. Signature: ……………………….......................Or failing him

3. Name: ..………..................……………………................................................. Signature: ……………………….......................

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the thirty ninth Annual General Meeting of the company to be held on Thursday, 03rd September 2015 at 10:00 AM at Rani Seethai Hall, No:603, Anna Salai, Chennai – 600 006 and at any adjournment thereof in respect of resolutions as are indicated below:

Resolutions:1. Adoption of Audited Financial Statements of the company for the Financial Year ended 31st March 20152. Re-appointment of Mrs. Sumathi Sridharan as retiring by rotation3. Ratifi cation of Appointment of M/s.Babu Peram & Associates as Statutory Auditors of the Company for the period fi ve

years4. Re-appointment of Mr. V. Chandrasekaran as Managing Director5. Appointment of Mr. R. Swaminathan as Additional Director for the period of fi ve years

Signed this ...............day of ............................. 2015

Signature of Shareholder....................................... Signature of Proxyholder(s) ...........................................

Note : This form in order to be effective should be duly completed and deposited at the Registered offi ce of the Company not less than 48 hours before the commencement of the Meeting.

Affi x 1 RupeeRevenue

Stamp

notice to the shareholders - pentamedia :: … information/annual report...directors proﬁ le 02...

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