SANSCO SERVICES - Annual Reports Library Services - www.sansco.net T 27th lid Keoort 2003 PENTAMEDIA GRAPHICS LIMITED www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net 27th Annual Report 2003 PENTAMEDIA GRAPHICS LIMITED Corporate Mission "Constant improvisation of entertainment using the computer as a camera CONTENTS Page No. Page No. Board of Directors 1 Consolidated Profit and Loss Account 35 Notice to Shareholders 2 Schedules (Consolidated) 36 Letter from the Chairman & CEO's Desk 8 Notes on Accounts (Consolidated) 38 Directors' Report 9 Statement of Cash Flows Corporate Governance 12 (Consolidated) 40 Shareholders' Information 14 Financial Report - Subsidiary Companies 41 Management Discussion and Analysis 17 Num TV Limited, Mauritius 42 Auditors' Report 20 Improvision Corporation, USA 43 Balance Sheet 22 Pentamedia Corporation, USA 44 Profit and Loss Account 23 Animasia International Pte Ltd. Schedules 24 Singapore 45 Notes on Accounts 26 Media Dreams Ltd. 48 Statement of Cash Flows 31 Mayajaal Entertainment Ltd. 56 Financial Highlights 32 Kris Srikkanth Sports Entertainment Ltd. 61 Auditors' Report on the Consolidated Financial Statements 33 Statistical Data 66 Consolidated Balance Sheet 34 Global Presence 67 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net 27th Annual Report 2003 PENTAMEDIA GRAPHICS LIMITED Chairman & CEO Dr. V. Chandrasekaran Board of Directors Dr. S. Ramani Mr. T.V. Krishnamurthy Ms. Usha Ganesarajah Mr. S.D. Viswanathan (w.e.f 29th May 2003) Company Secretary Padma Suresh Auditors M/s. S. Viswanathan, Chartered Accountants, Chennai Legal Advisors Mr. T. K. Seshadri Mr. T.K. Baskar Bankers Bank of India Global Trust Bank Ltd HSBC Ltd. UTI Bank Ltd. Registered Office "Softowers", No.1, First Main Road, United India Colony, Kodambakkam, Chennai 600 024, Tamil Nadu, India Development Centre / Studio Software Development Park & Multimedia Center, 1/162, IT Super Highway, (Old Mahabalipuram Road), Thaiyur Sengammal Village, Kelambakkam, Kancheepuram District -603 103 Tamil Nadu, India www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net 27th Annual Report 2003 PENTAMEDIA GRAPHICS LIMITED PENTAMEDIA GRAPHICS LIMITED The Company has power, from time to time, to increase or Regd. Office: "Softowers *, 1, First Main Road reduce its capital and divide the share in the capital for the United India Colony, Chennai - 600 024. time being into other classes and to attach thereto respectively such preferential, deferred, qualified or other special rights, NOTICE TO THE SHAREHOLDERS privileges, conditions or restriction, as may be determined by Notice is hereby given that the 27th Annual General Meeting of or in accordance with the Articles of Association of the the shareholders of the Company will be held on Friday, the 22"" Company and to vary, modify or abrogate any such rights, August 2003 at 10 A.M. at Rani Seethai Hall, 603, Anna Salai, privileges, conditions or restrictions in such manner as may Chennai - 600 006, to transact the following business: for the time being be permitted by the Articles of Association of the Company or the legislative provisions for the time being ORDINARY BUSINESS in force in that behalf." 1. To receive, consider and adopt the accounts for the year 6. To consider and if thought fit, to pass with or without ended 31" March 2003 together with the Reports of the modification(s), the following resolution as a SPECIAL Board of Directors and Auditors thereon. RESOLUTION: 2. To elect a Director in the place of Dr. S. Ramani, who retires "RESOLVED THAT the existing Article 6 of the Articles of by rotation and being eligible offers himself for re-election. Association of the Company be and is hereby altered as per SPECIAL BUSINESS Section 31 of the Companies Act, 1956, as follows: APPOINTMENT OF AUDITOR The Authorised Share Capital of the Company is 3. To consider and if thought fit, to pass with or without Rs.360,00,00,000 (Rupees Three Hundred and Sixty crore) modification(s), the following resolution as an ORDINARY divided into 35,50,00,000 (Thirty Five Crore Fifty Lakh) Equity RESOLUTION: Shares of Rs. 10/-(Rupees Ten) each and 50,00,000 (Fifty Lakh) Cumulative/Non-Cumulative Preference Shares of Rs.10/- "RESOLVED THAT M/s. CNGSN & Associates, Chartered (Rupees Ten) each, and such shares are with or without voting Accountants, Chennai, be and are hereby appointed as rights with a power to consolidate or subdivide into such Auditors of the Company in the place of M/s.S.Viswanathan classes and to increase or reduce the capital whenever the Chartered Accountants, at a remuneration as may be fixed circumstances warrant. in this behalf by the Board of Directors of the Company, to hold office from the conclusion of this Meeting until the The Company has power to issue preference shares carrying conclusion of the next Annual General Meeting". a right of redemption out of profits or out of the proceeds of a fresh issue of shares liable to be redeemed at the option of TO CONSIDER INCREASE IN AUTHORISED CAPITAL the Company and the Directors may subject to the provisions 4. To consider and if thought fit, to pass with or without of the Companies Act, 1956 exercise such powers in any modification(s), the following resolution as an ORDINARY manner as they may think fit." RESOLUTION: APPOINTMENT OF DIRECTOR "RESOLVED THAT pursuant to Section 94 and other applicable 7. To consider and if deemed fit, to pass with or without provisions, if any, of the Companies Act, 1956, the Authorised modifications(s), the following resolution as an ORDINARY Share Capital of the Company be and is hereby increased RESOLUTION; from Rs.250,00,00,000 (Rupees Two Hundred and Fifty "RESOLVED THAT Mr. S. D. Viswanathan, who was Crore) divided into 24,50,00,000 (Twenty Four Crore Fifty appointed as an Additional Director of the Company pursuant Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each and to Section 260 of the Companies Act, 1956, and holds office 50,00,000 (Fifty Lakh) Cumulative/Non-cumulative Preference upto the date of this Annual General Meeting and in respect Shares of Rs.10/- (Rupees Ten) each to Rs.360,00,00,000 of whom the Company has received a notice under Section (Rupees Three Hundred and Sixty Crore) divided into 257 of the Companies Act, 1956, in writing, proposing his 35,50,00,000 (Thirty Five Crore Fifty Lakh) equity shares of candidature for the office of Director, be and is hereby Rs. 10/-(Rupees Ten) each and 50,00,000 ( Fifty Lakh) appointed as a Director of the Company subject to retirement Cumulative/Non-Cumulative Preference Shares of Rs.10/- by rotation under the Articles of Association of the Company." (Rupees Ten) each with or without voting rights with a power to consolidate or subdivide into such classes and to increase ISSUE OF QDRs / FCCBs or reduce the capital whenever the circumstances warrant." 8. To consider and if thought fit, to pass with or without 5. To consider and if thought fit, to pass with or without modification(s), the following Resolution as a SPECIAL modification(s), the following resolution as a SPECIAL RESOLUTION: RESOLUTION: "RESOLVED THAT pursuant to Section 81, Section 81(1 A) "RESOLVED THAT the existing Clause V of the Memorandum and other applicable provisions, if any, of the Companies of Association of the Company be amended as per Section Act, 1956 and subject to the approvals, consents, permissions 16 of the Companies Act, 1956, by replacing the following and/or sanctions as may be necessary of the Government of clause in place of existing "Clause V. India (GOO, Reserve Bank of India (RBI), Securities and . Exchange Board of India (SEBI), the Stock Exchanges and The Authorised Share Capital of the Company is any other appropriate authorities, institutions or bodies and Rs.360,00,00,000 (Rupees Three Hundred and Sixty Crore) subject to such conditions as may be prescribed by any of divided into 35,50,00,000(Thirty Five Crore and Fifty Lakh) them in granting any such approval, consent, permission or Equity Shares of Rs. 10/-(Rupees Ten) each and 50,00,000 sanction, the Board of Directors of the Company (hereinafter (Fifty Lakh) Cumulative/Non-Cumulative Preference Shares of referred to as " the Board", which term shall be deemed to Rs.10/- (Rupees Ten) each and such shares are with or without include any committee of the Board exercising the powers voting rights with a power to consolidate or subdivide into conferred by the Board) be and is hereby authorised on behalf such classes and to increase or reduce the capital whenever of the Company to issue/offer and allot Equity Shares / the circumstances warrant. Preference Shares / Convertible Notes/ Securities with or www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net 27th Annual Report 2003 PENTAMEDIA GRAPHICS LIMITED without detachable warrants/ any Securities convertible into •RESOLVED FURTHER THAT the company and/or any agency Equity shares whether optionally or otherwise/Euro Convertible or body authorised by the Company may issue Global Bonds (ECB'sl/Foreign Currency Convertible Bonds ( FCCB's) Depository Receipts and/or other form of securities mentioned /Global Depository Receipts (GDR's) / American Depository herein above representing the underlying Equity Shares issued Receipts ( ADR's) / Secured Premium Notes (SPN)/Preference by the Company in registered or bearer form with such features Shares, (hereinafter referred to as "Securities') for an