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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
Chairman & Managing Director Mr. Suryaraj Kumar
Non-Promoter Mr.T.Venkateswara Rao
Non- Executive & Independent Directors Mr. Bomi Kavina
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.
General Body Meetings
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,
  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
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    
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
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

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