EURO MUL TIVISION LIMITED 2008-2009

CORPORATE GOVERNANCE REPORT

(1) COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

Corporate Governance is based on the principles of integrity, fairness, equity, transparency,accountability and commitment to values. The Company has set itself the objective ofexpanding and diversifying its operations. As a part of its growth strategy, the Companybelieves in adopting the 'best practices' that are followed in the area of Corporate Governance.Euro Multivision further emphasises on protection of the interest of all the stakeholders byinculcating transparent business operations and accountability from management towardsfulfilling the consistently high standards of corporate governance in all the faoets of itsoperations. The company consistently strive towards enhancement of shareholder valuethrough sound business decisions, prudent financial management and high standards of ethicsthroughout the organisation.

The Company has experienced professionals on its Board of Directors as well as at otherappropriate levels, who are actively involved in the deliberations of the Board on all importantpolicy matters. The Company believes in maintaining highest standards of quality and ethicalconduct, in all the activities of the Company.

(2) BOARD OF DIRECTORS

(a) Composition

The Board comprises of an optimal composition of independent professionals as well ascompany executives having in-depth knowledge of business. The Board comprises of total 10Directors out of which one is a Non-Executive Chairman, one is a Non-Executive Director, threeare Executive Directors and five are Independent Directors. The present strength andcomposition of the Board reflects the diverse nature of the business environment in which weoperate. The Board reviews its strength and composition from time to time to ensure that itremains aligned with the requirements of the business. None of the Directors on the Board is amember on more than 10 Committees and the Chairman of more than 5 Committees, across allCpmpanies in which they are Directors.

(b) Board Procedure

Dates for the Board meetings are decided well in advance and communicated to the Directors.Board meetings are held at the registered office of the Company. Additional meetings of theBoard are held when deemed necessary by the board.

The agenda is prepared in consultation with the Chairman of the Board and the Chairman of theother committees. The agenda for the meetings of the Board and its committees, together withthe appropriate supporting documents, is circulated well in advance of the meeting.

Matter discussed at Board Meeting generally relate to Company's performance, approval ofrelated party transactions, general notice of interest of Directors, Auditors and Audit Committee.

EURO MULTIVISION LIMITED 2008-2009

(C) Attendance at and Number of Board meetings

Board Meetings:

During the year under review, the Board of Directors met four times viz, May 17, 2008, August8, 2008, November 7, 2008, January 19, 2009 and as required the gap between two Boardmeetings did not exceed four calendar months.

The name and categories of the Directors on the Board, their attendance at Board Meetings andAnnual General Meeting held during the financial year 2008-09, number of Directorships andCommittee Memberships held by them in other Companies are given below:

(3) COMMITTEES OF THE BOARD

To focus effectively on the issues and ensure expedient resolution of the diverse matters, theBoard has constituted a set of committee's with specific terms of reference and scope. TheBoard of Directors of your Company has constituted three committees:

(i) Audit Committee(ii) Shareholders / Investor's Grievance Committee and(iii) Remuneration Committee.

The roles and responsibilities assigned to these committees are covered under the term ofreference approved by the Board and are subject to review by the Board from time to time. Theminutes of the meetings of Audit Committee, Shareholders / Investor Grievance Committee and

Name Nature of"

No. of No. of No. of other-' Membership WhetherDirectorship Board Board Directorship IChairmanship of attended

meeting meetings in Public Committees in other the lasts held in attended and Private

CompaniesAGM

2008-09 during Companies2008-09 Member Chairman

Non-executiveMr. Nenshi Shah Chairman 4 4 14 1 - YES

Non-ExecutiveMr. Rayshi Shah Director 4 3 1 - - YES

Executive DirectorMr. Suresh Shah 4 4 - - - YES

Managing DirectorMr. Hitesh Shah 4 4 - - - YES

Executive DirectorMr. Chirag Shah 4 4 - - - YES

IndependentMr. Jatin Chhadva Director 4 1 4 - - NO

IndependentMr. Pravin Gala Director 4 1 4 - - YESI

IndependentMr. Deepak Savla Director 4 2 2 - - NO

IndependentMr. Vinod Shah Director 4 1 3 - - YES

IndependentMr. AnilMandevia Director 4 - 1 - - NO

EURO MUL TIVISION LIMITED 2008-2009

Remuneration Committee are placed before the Board for their discussions and noting. Thedetails as to the composition, terms of reference, number of meetings and attendance there at,etc. of these Committees are provided below:

(a) Audit Committee

The Company has an Audit Committee in accordance with the requirement of Section 292A ofthe Companies Act, 1956 and the terms of reference are in conformity with Clause 49 of theListing Agreement. The Committee comprises of three Independent Directors and ManagingDirector of the Company.

The Audit Committee met four times on May 17, 2008, August 8,2008, November 7,,)008 andJanuary 19, 2009 during the year under review and the number of meetings attended by eachmemberduringthe year ended 31sl March2009 is as under:

Mr. Pravin Gala, Chairman is a qualified Chartered Accountant and has the relevant accountingand related financial management expertise.

To ensure proper internal control at each audit committee meeting, the Committee invites headof one of the functions to make a brief presentation on action plans to improve the level ofinternal control.

The terms of reference of this Committee are wide. Besides having access to all the requiredinformation from the Company; the Committee acts as a link between the Statutory Auditors andthe Board of Directors of the Company.

HIe terms of reference of the Audit Committee are as follows:

. Overseeing the Company's financial reporting process and the disclosure of its financialinformation to ensure that the financial statement is correct, sufficient and credible.

. Recommending to the Board, the appointment, re-appointment and, if required, thereplacement or removal of the statutory auditor and the fixation of audit fees.

. Approval of payment to statutory auditors for any other services rendered by the statutoryauditors.

. Appointment, removal and terms of remuneration of internal auditors.

. Reviewing, with the management, the annual financial statements before submission to theBoard for approval, with particular reference to:

> Matters required to be included in the Director's Responsibility Statement to beincluded in the Board's report in terms of clause (2M) of Section 217 of theCompanies Act 1956;

> Changes, if any, in accounting policies and practices and reasons for the same;> Major accounting entries involving estimates based on the exercise of judgment by

management;> Significant adjustments made in the financial statements arising out of audit findings;> Disclosure of any related party transactions;> Qualifications in the draft audit report.

Reviewing, with the management, performance of statutory and internal auditors, andadequacy of the internal control systems.

.

Name of the member Designation No. of Committee MeetingsHeld Att(:med

Mr. Pravin Gala Chairman 4 2Mr. Jatin Chhadva Member 4 3Mr. Vinod Shah Member 4 4Mr. Hitesh Shah Member 4 4

EURO MUL TIVISION LIMITED 2008-2009

Reviewing internal audit reports and adequacy of the internal control systems.Reviewing the adequacy of internal audit function, if any, including the structure of theinternal audit department, staffing and seniority of the official heading the department,reporting structure coverage and frequency of internal audit.Reviewing management letters I letters of internal control weaknesses issued by thestatutory auditorsDiscussion with internal auditors any significant findings and follow up there on.Reviewing the findings of any internal investigations by the internal auditors into matterswhere there is suspected fraud or irregularity or a failure of internal control systems of amaterial nature and reporting the matter to the Board.Discussion with statutory auditors before the audit commences, about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern. ,f

To look into the reasons for substantial defaults in the payment to the depositors,debenture holders, shareholders (in case of non-payment of declared dividends) andcreditors.

To review the functioning of the whistle blower mechanism, when the same is adopted bythe Company and is existing.Carrying out any other function as may be statutorily required to be carried out by theAudit Committee.

(b) Shareholders I Investor's Grievance Committee

As part of its Corporate Governance initiative, the Company has constituted the Shareholders IInvestors Grievance Committee to specifically look into the unresolved shareholders grievancewith regard to transfer I transmission of shares, issue of duplicate, split-up, consolidation ofshare certificates, non-receipt of Annual Report, non receipt of dividend, non-receipt of refund ofapplication money and other issues concerning the shareholders I investors.

The Shareholders I Investor Grievance Committee met once on 19thJanuary 2009 during theyear under review and the number of meetings attended by each member during the yearended 3151March 2009 is as under:

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Details of Shareholders Complaints

The Company did not receive any complaint from its shareholders during the year 2008-09.

(c) Remuneration Committee

The Remuneration Committee has been constituted to review remuneration payable toExecutive Directors, based on their performance vis a vis the performance of the Company ondefined assessment parameters. The remuneration policy of the Company is directed towardsrewarding performance, based on review of achievements on a periodic basis. Theremuneration policy is in consonance with the industry standards.

During the year under review one meeting was held on August 8, 2008.

Name of the member Designation No. of Committee MeetingsHel Attended

Mr. Nenshi Shah Chairman 1 1Mr. Chirag Shah Member 1 1Mr. Hitesh Shah Member 1 1Mr. Suresh Shah Member 1 1

EURO MUL TIVISION LIMITED 2008-2009

st

Details of remuneration paid to Directors during the year ended 31stMarch, 2009:

EXECUTIVE DIRECTORSof

The aggregate value of salary and perquisites paid for the year ended 31st March, 2009 to theManaging Director and Whole-time Directors is as follows:

NON EXECUTIVE DIRECTORS

No remuneration is paid to Non Executive Directors except sitting fees at the rate of RS.25001-for each meeting attended by them. The sitting fees paid during the financial year 2008-09 is asunder:

(4) ~UBSIDIARY COMPANIES

Your Company do not have any Subsidiary Company.

(5) RISK MANAGEMENT

The Company periodically identifies, assesses, and monitors risks associated with projectimplementation, foreign exchange fluctuation, processes and systems, statutory compliances,HR policies etc.

(6) GENERAL BODY MEETINGS

Location, time and date where last three Annual General Meetings were held are given below:

--- - -- - - -- - - ----- -.. -- - - u_- -- .-.._u_.Name of the member Designation No. of Committee Meetings

Held AttendedMr. Jatin Chhadva Chairman 1 1Mr. Pravin Gala Member 1 1Mr. Chirag Shah Member 1 1Mr. Deepak Savla Member 1 -

Name of the Director Designation Salary Perquisites or(AmQljnt inBIjJ?es) .AIlQwances -

Mr. Hitesh Shah Managing Director 18,00,000 -Mr. Suresh Shah Whole Time Director 18,00,000 -

Mr. Chirag Shah Whole Time Director 18,00,000 -

Name of the DireCtor -.. Sittingfe. paid (Amoljnt i.n Rup)-Mr. Nenshi L. Shah 10000Mr. Ravshi L. Shah 7500Mr. Anil Mandevia -Mr. Deepak G. Savla 5000Mr. Jatin R. Chhadva 2500Mr. Pravin N. Gala 2500Mr. Vinod K. Shah 2500

FinanciaTVeat.- , -. 'Dafe---.-..

Time Location--

Boston House, Gr. Floor, Suren Road,2005-2006 11.07.2006 11.00 a.m.Chakala, Andheri (East), Mumbai - 400093

11.00 a.m. Boston House, Gr. Floor, Suren Road,2006-2007 26.09.2007Chakala, Andheri (East), Mumbai - 400093

4.30 p.m. Boston House, Gr. Floor, Suren Road,2007-2008 29.09.2008Chakala, Andheri (East), Mumbai - 400093

EURO MUL TIVISION LIMITED 2008-2009

(7) DISCLOSURES

(a) Related-party transactions

Related party transactions are defined as transactions of the Company of material nature, withpromoters, Directors or with their relatives; its subsidiaries etc. that may have potential conflictwith the interest of the Company at large. None of the transactions with any of the relatedparties were in conflict with the interest of the Company.

Details on material significant related party transactions are given in the appended financialstatement under notes to the accounts annexed to the financial statements.

(b) Code of Conduct,f

The Company has laid down a code of conduct for the Directors, Senior Management andEmployees of the Company. The code has been posted on the website of the Company. Adeclaration to the effect that the Directors and Senior Managerial personnel have adhered to thesame, signed by the Managing Director of the Company, forms part of this report.

(c) Review of Directors' Responsibility statement

The Board in its report has confirmed that the annual accounts for the year ended 31st March,2009 have been prepared as per applicable accounting standards and policies and thatsufficient care has been taken for maintaining adequate accounting records.

By Order of the Board of Directors

t-4 eat'! S ~(. J- - -5 kcd1

Nenshi L Shah(Chairman)

Place: MumbaiDate: 17th July 2009

Reqistered Office,

Boston House, Ground Floor,Suren Road, Chakala,Andheri (East),Mumbai - 400 093