Statutory Disclosures.

Conservation of Energy and Technology Absorption:

The Company is not engaged in any manufacturing activities, and as such the Particulars relating to conservation of energy and technology absorption is not applicable. The company makes every efforts to conserve energy as far as possible in its Theatre division production floor, offices etc.

Foreign Exchange Earnings and Outgoings:

During the year under review, the foreign exchange earnings amounted to Rs. Nil and the foreign exchange out go amounted to Rs. 41,13,184/-

Particulars of Employee's Remuneration and Industrial Relations.

There were no employees whose particulars, pursuant to Section 217(2A) of The Companies Act 1956, read with Companies (Particulars of Employees) Rules 1975, are to be disclosed. Industrial relations in the company were very cordial and stable.

Public Deposits

Your Company has not accepted any public deposit during the year under review.

Directors In accordance with the Provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Mahadevan Ganesh & Mr. S Ramanathan will retire by rotation and being eligible, offer themselves for re-appointment.

Mr. P R Ramanan and Mr. V.P Mani who are Directors on the board resigned during the year due to their pre-occupation and your Directors wish to place on record their appreciation of the services rendered by Mr P R Ramanan and Mr V P Mani.

Mr V Ramasubramanian was appointed as Director and CEO of the company during the year. However due to personal reasons, he requested to be relieved of the responsibilities of a Director, but continues as CEO of the company.

Your Directors inducted Mr Gopalan and Ms Manisha Koirala as additional Directors of the company during the year. Their appointment requires the approval of the members at the ensuing AGM. Necessary resolution in this regard has been proposed. Your Directors feel their appointment will be beneficial to the Company and received their appointment.

AUDITORS :

Mr. G. Parthasarathy, Chartered Accountant, Auditor of the Company retires at the ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept the office for re-appointment.

With reference to point No. 1 (b, d and e), 3, 4 and 6 in the Notes on Accounts in Auditor's Report, Your Directors wish to state that the observations are self-explanatory.

Corporate Governance.

We continue in benchmarking our corporate governance policies with the best in the industry. Our efforts are widely recognized by investors in India and abroad.

We have complied with the recommendations of the Corporate Governance Committee constituted by the Securities and Exchange Board of India (SEBI). For fiscal 2006, the compliance report is provided in the Corporate Governance Report section of this Annual Report. The auditors' certificate on compliance with the mandatory recommendations of the committee is annexed to this report.

We have documented our internal policies on corporate governance. In line with the committee's recommendations, the management's discussions and analysis of the financial position of the company is provided in this annual report and is incorporated here by reference.

Directors' Responsibility Statement.

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed.

(1) That in the preparation of the accounts for the financial year ended 31st March, 2006, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(2) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review

(3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) That the Directors have prepared the accounts for the financial year ended 31st March, 2006 on a `going concern' basis.

Acknowledgement :

Your Directors wish to place on record their deep sense of gratitude to the employees, our Bankers, Distributors, Exhibitors, Customers and Shareholders for their active co-operation during the year under review.