Your directors have pleasure in presenting their 40th Annual Report and the Audited Financial Statements of the Company for the year ended March 31, 2022.

FINANCIAL PERFORMANCE

Brief Financial Highlights with comparison of previous financial year are as follows:

(Rs. Lacs)

OPERATIONAL PERFORMANCE

During the year Company has incurred Loss of Rs 445.13 lakhs as compared to a loss of Rs. 697.61 Lakhs in previous year. The Company is working hard to undo the losses and attain stable position.

STATE OF AFFAIRS OF THE COMPANY:

During the year under the review there is no change in the nature of activity of the Company. The status of the Company in MCA Website (Master Data) is shown as "under liquidation", however the Company has filed Petition regarding this Correction.

SHARE CAPITAL

The paid-up Equity Share capital of Company as on March 31, 2022 was Rs. 14,72,00,000. No additions or alterations were made during the year.

DIVIDEND

In view of the Losses, the Board of Directors have not recommended any dividend for the year under review.

TRANSFER OF UNPAID DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PRODUCTION FUND

Unclaimed Dividend amount of Rs. 2.31 crores yet to be transferred IEPF account and consequent share transfer to IEPF Account is pending

TRANSFER TO GENERAL RESERVE

Company does not propose any transfer of funds to General Reserve in view of losses incurred.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR OR COURT

There are no significant and material orders passed by the regulators or courts or tribunals except the Company is in provisional Liquidation status. However, the Company had obtained stay on such High court order. As on date of the report, the Company has been suspended from Bombay Stock exchange. In this regard, the Company has filed revocation application. Suspension revoked and shares are trading.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT:

Training on all sectors is given to its employees periodically and motivated to work in line with the development of the industry. The willingness and commitment of the employees help the company to stand tall among its customer in quality and service.

HOLDING/SUBSIDIARY/ ASSOCIATE COMPANIES

The Company has 1 subsidiary company namely Mediaone Global UK Limited

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to Director's Responsibility Statement, it is hereby confirmed that:

1. In the preparation of the annual accounts for the financial year ended March 31 2022, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

2. The directors had selected such accounting policies and applied them consistently and made judgment and estimates that are 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 loss of the company for the year under review;

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The directors have prepared the Annual Accounts of the Company for the financial year ended 31st March, 2022 on a ‘going concern' basis;

5. The Directors have laid down the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

VIGIL MECHANISM

The Company promotes ethical behaviour in all its business activities. Towards this, the Company has established a vigil mechanism for Directors and employees to report their genuine concerns. The policy on Vigil Mechanism is available on the Company's website www.mediaoneglobal.in.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has formulated a Framework on Internal Financial Controls In accordance with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable regulations and they are operating effectively. The systems are periodically reviewed by the Audit Committee of the Board for identification of deficiencies and necessary time bound actions are taken to improve efficiency at all the levels. The Committee also reviews the observations forming part of internal auditors' report, key issues and areas of improvement, significant processes and accounting policies.

INTERNAL AUDITOR

Mr. Balasubramaniam is the internal auditor of the Company. The Audit Committee determines the scope of Internal Audit in line with regulatory and business requirements.

REPORTING OF FRAUD BY THE AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board was constituted with Composition of One Executive Director and three Non Executive Independent Director.

The detailed list of the Board of Directors is enclosed in the Corporate Governance Report.

The following changes occurred in the Board of Directors and Key Managerial Personnel after the reporting period:

a) Miss JOYCE OLIVIYA TAURO resigned from the position non-executive independent director of the Company on 17th May 2022.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the financial year ended on March 31, 2022, Six (6) Board Meetings were held. Further, details of the meetings of the Board and its Committees are given in Corporate Governance Report, forming part of the Annual Report.

The provisions of Companies Act, 2013 and Listing Regulations were adhered to while considering the time gap of 120 days between two meetings.

BOARD COMMITTEES

Board Committees plays a vital role in improving the Board effectiveness in areas where more focused and discussions are required. Board has constituted the following Committees in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board consists of the following committees and their compositions and attendance of members are detailed in the Corporate Governance Report.

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Shareholders Relationship Committee

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Regulations) Regulation 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committee. The manner in which the evaluation has been carried out has been explained in the Governance Report.

MEETING

During the year under review, the Independent Directors met on 18^th June, 2021 interalia to i) Review the performance of Non-Independent Directors and the Board as a whole ii) Review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors iii) Assess the quality, quantity and timeliness of flow of information between the

Company's Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD DIVERSITY

Since the Company falls under the exempted category as provided under Regulation 15 of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 disclosure on Board diversity is not applicable.

INDEPENDENT DIRECTORS DECLARATION

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149 of the companies act 2013 and Regulation 16 of SEBI(LODR) Regulations, 2015 in respect of financial year ended 31^st March 2022, which have been relied on by Company and were placed at the Board meeting. In the opinion of the Board, the independent directors fulfil the necessary criteria for independence as stipulated under the statutes.

MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on 18^th June 2021, inter alia to:

i) Review the performance of Non-Independent Directors and the Board as a whole ii) Review the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors iii) Assess the quality, quantity and timeliness of flow of information between the Company's Management and the Board that is necessary for the Board to effectively and reasonably perform their duties

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the independent directors.

Code of Conduct

The code of Conduct for all the members of the Board and senior management of the Company has been posted on the website of the Company: www.mediaoneglobal.in. All Board members and senior management personnel (as per Regulation 26(3) of the Listing Regulations) have affirmed compliance with the applicable Code of Conduct. A declaration to this effect forms part of this Report.

Statutory Auditor

Auditors of the Company, M/S Vivekanandan Associates (FRN 005268S) was reappointed for the second period of five years from the year 2021-22 to 2025-26

COMMENT ON STATUTORY AUDITOR'S REPORT:

There are no qualifications, reservations, remarks or disclaimers made by M/S Vivekanandan Associates, Statutory Auditors, in their audit report.

Secretarial Auditor

The Company had appointed Mr. P.S. Srinivasan (C.P No: 3122), Partner at Lakshmmi Subramaniam and Associates. Practicing Company Secretary firm, to conduct the Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report for the financial year ended March 31, 2021, is annexed with this report and marked as Annexure I to this Report. The Secretarial Audit Report contain certain observation remarks.

Board's Reply:

Board of Directors taking necessary actions to rectify the observation remarks in the Secretarial Audit report.

COST AUDITORS

The provisions of Cost Auditor as mentioned under Section 148 of the Companies Act, 2013 is not applicable to the Company.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES MADE OR SECURITIES PROVIDED

The Company has not given any loans, guarantees nor made any investments during the financial year 2021-22

RELATED PARTY TRANSACTIONS

There are no particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies act 2013, except amount of Rs 84,00,000 payable to Mr. Suryaraj Kumar

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The Company already have a Corporate Social Responsibility Committee whose constitution is already detailed under Corporate Governance Report. The Company is not required to spend any expenditure on CSR for current year, annual report on CSR is not annexed with this report.

EXTRACT OF ANNUAL RETURN

The Submission of Extract of Annual Return in MGT-9 is dispensed with in terms of Companies (Management and Administration) Amendment rules, 2021 dated 5th March, 2021. Hence, the question of attaching MGT-9 with this report does not arise. However, the Annual return can be viewed in the website of the company www.mediaoneglobal.in.

POLICIES

The Company has the following policies which are applicable as per Companies Act 2013 and SEBI (LODR) Regulations 2015

1. Code of Conduct for Directors and Senior Management

2. Policy on redressal of sexual harassment of woman at workplace

3. Code of Conduct-Corporate Governance

4. Code of Practices & procedures for fair disclosures of unpublished price sensitive information.

5. Familiarization program for independent directors

6. Policy on disclosure of material events or information

7. Nomination and Remuneration Policy.

8. Policy for determining material subsidiaries

9. Policy on Related Party Transactions

10. Vigil Mechanism/Whistle Blower Policy 11. Preservation of documents & Archival Policy

POLICIES ON DIRECTORS APPOINTMENT AND REMUNERATION

Director's Remuneration and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under the Companies Act, 2013 are covered under the Board's policy formulated by the Company. None of the Directors are receiving any Remuneration from the Company. The details of the same are mentioned in the Corporate Governance Report being Annexure III forming part of this Report.

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

The Company has a policy in prevention & prohibition of sexual Harassment at workplace. The policy provides for protection against sexual harassment of women at work place and for prevention and re-dressal of such complaints. Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which can be viewed in the website of the company.

During the financial year 2021-22, there were no cases reported under Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013.

DEPOSITS

The Company has not accepted deposits falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 from public.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:-

The Particulars prescribed by Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption was not applicable to Company.

FOREIGN EXCHANGE INFLOW & OUTFLOW

During the year under review, the Company has no foreign exchange inflows or outflows.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report except:

1. The company has made Public Announcement to the shareholder for open offer on 29th July 2022 for direct acquisition by PPG International Limited.

There has been no change in the nature of business of the Company.

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance aligned with the best corporate practices. A separate Report on Corporate Governance in Annexure-III along with Auditor's Certificate on Compliance with the conditions of Corporate Governance is provided as a part of this Annual Report, besides the Management Discussion and Analysis.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015, ("Listing Regulations") is presented in a separate section forming part of the Annual Report.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of the Company Secretaries of India and is of the view that such systems are adequate and operating effectively.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR:

There were no applications made nor any proceeding pending under the insolvency and bankruptcy code, 2016 during the year

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review there was no instance of one-time settlement with any Bank or Financial Institution.

ACKNOWLEDGEMENT

The Board places on record, its appreciation for the co-operation and support received from shareholders, customers, suppliers, employees, government authorities and banks.