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Investor>
Corporate Governance |
| Pursuant to clause 49 of
the Listing Agreement with Stock Exchanges, the Company submits
the report on the matters mentioned in the said clause and the
practices followed by the Company. |
| Company’s philosophy
on Corporate Governance envisages maintaining a high level of
disclosure and transparency in all its operations. It aims at
enhancing the shareholder value through adoption of sound business
practices, prudent financial and a high standard of ethics throughout
the organization. |
| Board
of Directors |
| |
The Board comprises of
4 directors with knowledge and experience in different fields
like entertainment and business management. |
| |
The Board has an appropriate mix of
executive and independent directors to ensure proper governance
and management. |
| Composition
and category of Directories is as follow: |
| Category
|
Name
of the Directors |
| Promoter |
|
| Chairman &
Managing Director |
Mr. Suryaraj
Kumar |
| Non-Promoter |
Mr.T.Venkateswara
Rao |
| Non- Executive
& Independent Directors |
Mr. Bomi Kavina |
|
|
| SHAREHOLDING
OF NON-EXECUTIVE DIRECTORS: |
| Name
of the Non-Executive Director |
No.
of Shares held |
| Mr. T. Venkateswara
Rao |
1800 |
| Mr. Bomi Kavina |
900 |
| Mr. Thomas Kuruvilla |
3000 |
|
| |
| Number
of Board Meetings held and the dateson which they were held |
| |
During the year 2007-08, the Board met 9
times and the dates on which the meetings were held on were 14-08-2007,
24-10-2007, 28-12-2008, 28-01-2008, 02-02-2008, 10-04-2008, 28-04-2008,
14-06-2008, 25-06-2008. The attendance of each Director at the Board
Meetings. Last Annual General Meeting and the Number of other Directorship
and Chairmanship/Membership of Committee of each Director in Various
companies as under |
| Name
of the Director |
Attendance |
Particulars |
No.of
other directorship in Companies Foreign Companies |
| Committee
member/chairmanship |
| Other
Committee |
Directorship |
| Board
Meetings |
Last
AGM |
Chairmanship |
Membership |
| Mr.Suryaraj Kumar |
9 |
1 |
Nil |
| Mr.T.Venkateswara
Rao |
9 |
1 |
Nil |
| Mr.Bomi Kavina |
9 |
1 |
Nil |
| Mr.Thomas Kuruvilla |
9 |
1 |
Nil |
|
| Board
Procedure: |
| |
The Board meets at least once in a quarter
and the interval between two meetings is normally not more than four
months. Apart from the statutory requirements the role of the board
includes setting annual business plan, periodic review of operations
and considering proposal for diversification, investmenst, and business
re-organization. The information periodically placed before the board
includes proceedings/mintes of all committees including the audit
committee. |
| Audit
Committee |
| |
The Company has a qualified independent Audit
Committee consisting of three members all being non-executive directors.
All the members of the Committee have financial and accounting knowledge
. The terms of reference stipulated by board to the audit committee
cover the matters specified for Audit Committee under clause 49 of
the Listing Agreements with the Stock Exchanges. |
| |
The Board of directories of the Company has
constituted an Audit Committee, in compliance with the provisions
of clause 49 of the Listing Agreement. |
| |
Mr. T. Venkateswara Rao is the chairman of
the Audit Committee. |
| Number of Audit Committee
Meetings held during the year 2007-2008 : |
| During the year 2007-08, the
Audit Committee met 4 times and the dates on which the meetings were
held are as follows: |
| |
i. 24th Oct 2007 |
| |
ii. 2nd Feb 2008 |
| |
iii. 28th Apl 2008 |
| |
iv. 25th Jun 2008 |
| |
| The
attendance of the each member of the Committee at its meetings is
under: |
| Name
of the Committee Member |
No.of
Meetings Attended |
| Mr. T.Venkestwara
Rao |
4 |
| Mr. Bomi Kavina |
4 |
| Mr.thomas Kuruvilla |
4 |
|
|
Remuneration Committee: |
| |
The Remuneration Committee has
been constituted to recommend and approve the remuneration package
of the Managing Director, based on the performance of the Company. |
| |
During the, the Committee met
on 24th Oct 2007, 2nd Feb 2008, 28th Apl 2008 & 25th Jun 2008.
The attendance of the each member of the Remuneration Committee at
as under: |
| Name
of the Committee Member |
No.of
Meetings Attended |
| Mr.
T.Venkestwara Rao |
4 |
| Mr. Bomi Kavina |
4 |
| Mr.thomas Kuruvilla |
4 |
|
| The
details of remuneration paid to all the Directors for the year: |
| i) Executive Director |
| |
| Name
of the Managing Director |
Salary |
(Rupees
in lakhs) |
| PF |
Total |
| Mr. Suyaraj
Kumar |
9.75 |
- |
9.75 |
| ii) Non-Executive Directories |
| The Company does not pay any
sitting fees to the Non-Executive Directors for the Board
Meetings and Statutory Committee meeting attended by them. |
|
| Shareholder/Grievance
Committee |
| The Board has
constituted a Shareholders/Grievance Committee comprising of: |
|
i)
Mr. T.Venkateswara Rao
ii) Mr. Bomi Kavina
iii) Mr. Thomas Kuruvilla |
| The Committee looks into readdressing
of shareholders complaimts, if any, like transfer of shares,
non-receipt of balance sheets, non-receipt of dividend warrants
etc. |
| There was no request for
dematerialisation pending for approval as on 30-06-2008. |
| Year
|
Location |
Date |
Time |
| 2004-05 |
305, Bluechip
Arcade, 3-6-111, Himayatnagar, Hyderbad 500029 |
30-09-2005 |
3.00pm |
| 2005-06 |
305, Bluechip
Arcade, 3-6-111, Himayatnagar, Hyderbad 500029 |
27.07.2006 |
11.00 a.m |
| 2006-07 |
Hotel Guru,
69 Marshall Road, Egmore, Chennai 600008 |
28.09.2007 |
12.45 p.m |
| a) Location
and time for last 3 Annual General Meeting were: |
|
| b) In
the last three years, five Special Resolutions were passed: |
| |
i) Issue of 7,20,000 Rights Shares
in 2005-06; |
| |
ii) Increase of authorized share
capital, and consequential alteration of Memorandum and
Articles of Association; |
| |
iii) Issue of Bonus shares |
| |
iv) Issue of Rights Shares |
| |
v) Issue of shares on Preferential
basis |
| |
| c) The special resolutions
passed in the Annual General Meetings do not require postal
ballot, |
| |
| Disclosures: |
| |
Related party
transactions during the year have been disclosed
as a part of accounts as required under Accounting
Standard 18 issued by the Institute of Chartered
Accountants of India |
| |
There has been no instance
of non-compliance by the Company, penalty or strictures
imposed of the Company by the Stock Exchanges or
SEBI or any statutory authority on matter related
to capital markets. |
| Means
of Communication: |
| |
The quarterly/half-yearly
unaudited financial results and the annual audited
financial results are published in English Edition
of ‘Business Standard, Trinity Mirror &
Local Edition Makkal Kural |
| |
The management Discussion
and Analysis (MD & A) report forms of the annual
report. |
| |
|
|
| General
Shareholder Information: |
| Annaul General
Meeting |
| Date
and Time |
24 th December 2008 @ 11.30 a.m, |
| Venue |
Hotel
Guru, 69 Rukumani Lakshmipathy Salai, Chennai 600
008 |
| Financial
calendar |
1st
July to 30 June |
| Results
for the quarter ending 30.09.08 - End Oct. 2008 |
| Results
for the quarter ending 31.12.08 - End Jan. 2008 |
| Results
for the quarter ending 31.03.08 - End April. 2008 |
| Results
for the quarter ending 30.06.09 - End July. 2008 |
| Book
Closure dates |
: from
23.12.2008 to 24.12.2008 (both days is inclusive)
|
| Dividend
payment |
: Jauary
2009 |
| Listing
of Equilty shares |
: The
BSE Ltd., Mumbai. |
| |
|
The Annaul Listing Fees as prescribed has been
paid to the above stock exchange. |
| (a) Stock
Code: Mumbai |
: 503685 |
| (b)
Demat ISIN Number in NSDL & CDSL for - ISIN
INE82810109 |
|
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|
Stock market data ( The
Stock Exchange, Mumbai) |
|
Stock Prices |
| |
Share
Price |
Sensex |
| |
High
(Rs) |
Low(Rs) |
High
|
Low |
| July
2007 |
- |
- |
15868.85 |
14638.88 |
| August
2007 |
- |
- |
15542.40 |
13779.88 |
| September
2007 |
35.25 |
33.60 |
17361.47 |
15323.05 |
| October
2007 |
38.85 |
37.00 |
20238.16 |
17144.58 |
| November
2007 |
- |
- |
20204.21 |
18182.83 |
| December
2007 |
40.75 |
40.75 |
20498.11 |
18886.40 |
| January
2008 |
- |
- |
21206.77 |
15332.42 |
| February
2008 |
- |
- |
18895.34 |
16457.74 |
| March
2008 |
- |
- |
17227.56 |
14677.24 |
| April
2008 |
7.08 |
7.08 |
17480.74 |
15297.96 |
| May
2008 |
- |
- |
17735.70 |
16196.02 |
| June
2008 |
- |
- |
16632.72 |
13405.54 |
|
| Share price
performance in comparison to broad based index -
BSE Sensex. |
|
| |
| Transfer
Agents : Cameo Corporate Services
Ltd., |
| |
'Subramaniam
Building', No. 1, Club House Road, Chennai 600 002. |
|
| |
| Share
Transfer System: |
| |
The Company’s
shares are traded in the Stock Exchanges compulsorily
in demat mode. Pursuant to the directive issued
by the Securities and Exchange Board of India, the
share transfers both physical and demats, is now
handled by our Transfer Agent, Cameo Corporate Service
Ltd. Chennai. Shares in physical mode, which are
lodged for transfer either with the Company or with
the Share Transfer Agent, are processes and the
share certificates are returned to the transferees
within 30 days of lodgment, as per the Listing Agreement. |
|
| |
|
Distribution of shareholding
as on 30th June 2008: |
| No.
of Shares |
Shareholders |
No.of
. Shares |
| |
Number |
% |
Number |
% |
| Upto
500 |
99 |
52.38 |
12,572 |
0.0854 |
| 501-1,000 |
36 |
19.05 |
30,200 |
0.2052 |
| 1,001
- 2,001 |
16 |
8.47 |
27.550 |
0.1872 |
| 2,001
- 3,000 |
9 |
4.76 |
26,700 |
0.1814 |
| 3,001
- 4,000 |
1 |
0.53 |
3,600 |
0.0244 |
| 4,001
- 5,000 |
2 |
1.06 |
9,500 |
0.0645 |
| 5,001
- 10,000 |
5 |
2.64 |
37,700 |
0.2561 |
| 10,001
and above |
21 |
11.11 |
1,45,72,178 |
98.9958 |
| Total |
189 |
100.00 |
1,47,20,000 |
100.0000 |
|
| |
| (b)
Pattern of Shareholding as on 30.06.08 |
|
Category |
No.of Shares |
Percentage |
| Promoters |
98,62,318 |
66,999 |
| Banks/Financial
Institutions |
|
|
| NRI |
|
|
| Bodies
Corporate |
8,49,600 |
5,772 |
| Public |
40,08,082 |
27,229 |
| Total |
1,47,20,000 |
100.000 |
|
| |
| Dematerialisation
of shares: |
|
The shares
of the Company are held both on dematerialized forn
and in physical form,
The Company’s shares are listed on the Bombay
Stock Exchange, Mumbai. |
| |
The Company has not issued
any GDR/Warrants and Convertible Bonds. |
|
| |
| Reistered
Office: |
| Address for Correspondence: |
|
| No: 59, Vijayaghava
Road, T.Nagar, Chennai 600 017. |
| Tel: 044-42148005;
Telefax: 42146321 |
| E-Mail: contact@mediaoneglobal.in |
| |
| Non-
Mandatory disclosure: The non-mandatory requirements
have been adopted as stated below: |
| The Board: No specific
tenuclass="page_listing_9"re has been fixed for the independent
directors. |
| Remuneration
Committee: The Board has set up a Remuneration
Committee. |
| Shareholder
Rights: The half-yearly results of the Company
are published in newspapers. They are not sent to the
Shareholders individually. |
| Audit
Qualifications: The Statutory statements of
the Company are unqualified. |
| Training of Board
Members/mechanism for evaluating non-executive directors. |
| All the non-executive
directors are having rich experience and expertise in
functional area and in the opinion of the Board they do
not require any special training |
|
|
|
