The Directors are pleased to present the Thirty-sixth Audited Statement
 of Accounts of the Company for the year ended 31st March 2012.
 
 Financial Results of 31st March                              Rs. in Lacs
 
 Particulars                                           2012      2011
 
 Net Sales / Income from Operations and other Income 607.16    668.79
 
 Total Expenditure                                   380.01    394.50
 
 Interest / Finance costs                              0.27      0.22
 
 Gross Profit / (Loss) after interest but before 
 Depreciation                                        226.88    274.07
 
 Depreciation and amortization expenses              160.54    204.58
 
 Tax Expense (Net)                                     7.62     22.42
 
 Profit / (Loss) brought forward                      58.72     47.07
 
 Appropriation                                      1213.03   1154.31
 
 Balance profit carried forward                     1213.03   1154.31
 
 Business Overview
 
 Pentamedia is providing high quality application orientated training in
 media and software, continues to utilize its digital assets and
 software products by re-engineering to the latest requirement including
 cloud computing. Last year witnessed sharp slowdown in the economy
 globally resulting fluctuations in currencies causing in the overseas
 operations undergoing a strain.  Pentamedia is engaged in imparting
 Quality Application Training and Services by its own resources and
 through other associates.  The Internet based e-learning is being
 improved to meet the various customers requirement on popular
 platforms. Your Company is in the process of establishing services as a
 high end at an affordable option in the education/training market. The
 infrastructural facilities which are under development will increase
 our handling of projects and products penetration in media and
 software. As a step towards reducing the gap between industries and
 educational institutions, Pentamedia has organized a ''Charcoal
 Drawing Competition'' for Viscom and other college students.
 Pentamedia has started Junior Animator Programme for youngsters
 to bring out new talents in animation and multimedia to cater to the
 skill requirements as required by the industries. Being pioneers in
 Animation Technology, Pentamedia is showcasing its contents of live
 action and animation movies to its trainees bringing out the various
 changing technologies from yesterday to today and possibilities of
 tomorrow.  Pentamedia is expanding its horizon in the development of
 its software products on other operating systems on modular basis.
 Various upcoming projects and products on media and software including
 apps on tablets and mobiles are in discussions with customers. The
 Company is planning Soft skill programmes on personality development,
 general management techniques, so that our training will be a one stop
 shop for personal, technical and creative skills. The pre-production of
 Animation films ''Kathy in Space'' , Sinbad - Secret of Colonis
 on STEREOSCOPIC 3D technology is nearing completion. The pre-production
 for Thirukkural Stories in animation is in progress . The Company
 is evaluating strategic partners to support production, distribution
 and marketing of its contents.
 
 Subsidiaries / Investments
 
 NumTV Limited (Mauritius) and Esoftcom (Mauritius) Limited are the 100%
 subsidiaries of the Company. Members should be aware by this time, the
 Ministry of Corporate Affairs in order to support green initiative, has
 provided general exemption to companies vide General Circular No: 2
 /2011 dated.08.02.2011 to comply with Section 212 (8) of the Companies
 Act, 1956, provided such companies publish the audited consolidated
 financial statements in the Annual Report. Your Board has decided to
 avail the said general exemption from applicability of provisions of
 Section 212 of the Companies Act, 1956, and accordingly, the Annual
 Report 2011-12 does not contain the financial statement of
 subsidiaries. The audited annual financial statements and related
 information of subsidiaries will be made available on request by any
 shareholder of the Company, or for inspection at the registered office.
 The same will be published on our official website www.penta-media.com.
 This is a step taken by your Company synchronize Green
 Initiatives of Government of India. The subsidiaries whose financial
 reflect a turnover of Esoftcom amounting to {FILE_CONTENT}.39m with a net loss of
 {FILE_CONTENT}.05m and turnover of NumTV amounting {FILE_CONTENT}.92m with a net loss of
 {FILE_CONTENT}.02m. With the overall economy being bleak the business prospects and
 lack of adequate skills, the Company has suspended the operations in
 Mauritius from Oct'' 2011. Mayajaal equity shares has been
 extinguished upon the buy-back by Mayajaal Entertainment Limited as per
 the order of Company Law Board,Chennai bench (CP No. 106 of 2010) dated
 1st March 2011. The proceeds has been utilised to settle the Debt
 Recovery Tribunal (DRT) orders O.A No. 95 of 2003, O.A No. 7 of 2004 &
 O.A. No. 76 of 2005 and High Court of Madras order CP No. 243 of 2008.
 The settlement has paved the way for expanding its operations in new
 areas through new associates, investors etc.
 
 Public Deposits
 
 Your Company has not accepted any Deposits under Section 58A and
 Section 58AA of the Companies Act, 1956, read with Companies
 (Acceptance of Deposits) Rules, 1975.
 
 Statutory Dues
 
 The Company has obtained stay orders against Income Tax demands and
 have been in discussion with Income Tax to settle the issues regarding
 demands and refunds.
 
 Dividend
 
 Your Directors do not recommend any dividend for the financial year
 2011-12 to conserve cash resources for future.  Management Discussion
 and Analysis Report
 
 Industry Outlook Media & Animation
 
 India''s role as a significant destination for outsourcing of works
 related to animation is a fact. But a larger fact that needs immediate
 attention is the strength of the Indian animation market to produce,
 create and develop exceptional animation work and workers to gain wider
 acceptance in the Indian markets itself. Today, there is an increasing
 section of audience, appreciators across age groups, who are emerging
 and interested in works related to animation. Experts believe that the
 potency of an animation film in the Indian film market is not
 emphasized strongly despite the viability and immense business sense of
 releasing animation films. Indian animation industry is set to clock
 stupendous growth in coming times. Animation, which encompasses gaming,
 web designing, television commercials, games for internet, personal
 computer and consoles, has a strong and wide reach across sectors.
 According to a report by auditing firm Pricewaterhouse Coopers on the
 Indian media & entertainment industry, the animation industry growth
 has presumed to be around Rs.1,100 crore in the year 2006 and it is
 expected to grow at a rate of 22% to reach Rs.5,400 crore at the end of
 2014. There is enough scope for animation companies to grow in the
 Indian entertainment industry. There are two factors that would drive
 the growth of the animation industry namely high-skilled workers and
 low cost of production.
 
 The Nasscom survey zeroed in on three key factors that are responsible
 for the growth of the Indian animation and gaming industry. It said
 that the cost competitiveness factor of Indian workforce plays a
 crucial role in the Indian animation industry.  The survey also
 predicts that most mobile companies have realized that the model of
 co-production is quite feasible and lucrative. At present, most Indian
 companies are graduating from traditional outsourcing to co-production
 model. 3-D mobile games are also gaining popularity and it is expected
 that the future of the animation industry lies in this segment. Another
 study by industry body Associated Chambers of Commerce and Industry of
 India (Assocham) and Deloitte shows that the custom content development
 and education segments are expected to see huge momentum largely due to
 corporate e-learning programmes and would grow at 11% per annum. One of
 the observations of the study is that the rising number of TV channels,
 greater accessibility to internet, proliferation of mobile devices that
 leads to the popularity of video and gaming content are set to offer a
 huge potential for animation and character licensing. The applications
 of content technology are constantly changing from big screens to
 mobile screens and vice versa. The existing talents and new talents
 have to be trained to adopt this to close-ups, mid-shot & long-shot
 coloring schemes. So that the common man can use education,
 entertainment and edutainment applications on the devices on his/her
 preference.
 
 Tamilnadu is playing a big game for animation industry by initiating
 the announcement that it will constitute an expert committee to promote
 the animation and gaming industry in india. Karnataka is first in the
 country to have a separate policy on animation, visual effects, gaming
 and comics industry in India. According to sources Tamil Nadu a
 lucrative outsourcing destination as well as attract venture capital
 funding for new entrants in the Animation Industry.
 
 Strategic Planning
 
 Your Company is in the process of venturing into strategic alliance for
 its expansion. Towards this business partner relationships with other
 leading training institutions is under progress and this will increase
 our marketing base exchange of technical know- how and relative
 advantage for our business activities as a whole.
 
 Software & IT
 
 The Indian software industry continues to add jobs at a fast clip
 despite the threat of a slowdown. The industry is estimated to close
 fiscal 2012 with an addition of around 230,000 jobs. As per NASSCOM,
 the Indian Rupee depreciation against the US dollar helps the industry
 only in the long-term perspective and businesses do not gain much
 during short term. IT companies entering new geographies, natural
 growth is happening in Europe, Latin America and Middle East. On
 employment in the IT industry, projections were made that 160,000 to
 180,000 jobs should be created this year. Last year, NASSCOM had
 predicted that 200,000 new jobs would be created in the industry for
 the financial year 2011-12. IT industry revenues are set to grow at 16%
 but the number of people added is likely to grow only by 10%. Over the
 last many years, the Indian software companies have also added over
 25,000 jobs in the US for local citizens. The kind of numbers Indian
 companies are adding is unprecedented. They will have to hire from
 every part of the world. Over the last 20 years, the Indian IT industry
 has grown from $ 100 million to $ 100 billion, recording a phenomenal
 growth. Allocation for IT in India by central and state governments
 stands at whopping $ 10 billion but so far only  billon-$ 1.5 billion
 has been spent.
 
 Directors
 
 Mr.S.D.Viswanathan, Director retire by rotation at the ensuing Annual
 General Meeting and is eligible for re-appointment, which the Board
 recommends.
 
 A brief resume of Director retiring by rotation at the ensuing annual
 general meeting, nature of his expertise in specific functional areas,
 and names of Companies in which he holds directorship and / or
 membership/ chairmanship of Committees of the Board, as stipulated
 under Clause 49 of the Listing Agreement are given in the section on
 Corporate Governance elsewhere in the Annual Report.
 
 Changes in the year
 
 Mr.Krish Narayanan has been appointed as Director & CEO w.e.f 01st
 February 2012. Consequent to this Mr.V.Chandrasekaran, Chairman & CEO
 has been re-designated as Non-Executive Chairman of the Company
 w.e.f 01st February 2012.
 
 Mr.G.Swaminathan,Company Secretary & Compliance Officer has resigned
 from the Company and Mr.Krish Narayanan,Director & CEO has been
 appointed additionally as Company Secretary & Compliance Officer w.e.f
 01st April 2012.
 
 Corporate Social Responsibility (CSR)
 
 Environmental Awareness
 
 Environmental degradation and impact of global warming and climate
 change. These global threats, mirrored in India are perhaps larger in
 dimensions, can severely constrain human development and economic
 progress. To address the challenges emerging from these threats, your
 Company continues to pursue an ''Environmental Awareness'' approach
 that subserves national priorities by creating larger societal value
 encompassing the creation of economic, environmental and social
 capital.  The Company has made a animation short film in the interest
 of public Environmental Awareness which was telecasted in the
 regional television channels. The message to the society is sent
 through from this short film are conservation of water, planning more
 trees, reduce pollution with objective of protecting the nature,
 environment and mother earth. This film is also available in the link
 http://www.penta-media/showreel.html Similarly a short film on
 Population is produced by sending the message of increase in
 population to 7 billion at the end of 2011 and its impact on the
 universe.
 
 Green Initiatives
 
 To fall in line with the Green Initiatives of GOI, Your Company is
 geared up to meet the same in all spheres of its activities.  That is
 strengthening to communicate both internally and externally by E-mail &
 Internet thereby creating a ''paperless'' atmosphere in the Company.
 As a Green Initiative in Corporate Governance the Ministry of Corporate
 Affairs (MCA) vide its circular dated 21st April 2011, allowed
 companies to send various notices and documents, including Annual
 Reports to shareholders through electronic mode to the registered email
 id of the shareholders. In this regard, the Company requests all its
 members to register their E-mail ID to respective depository
 participant''s (DP''s) alternatively visit
 www.cameoindia.com/greenpage/ and register E- mail ID so as to enable
 us to communicate the reports and other updates electronically.
 
 Director''s Responsibility Statement
 
 As required under Section 217 (2AA) of the Companies Act, 1956, your
 Directors confirm having:
 
 a) Prepared of the Annual Accounts through the applicable accounting
 standards with proper explanation relating to material departures and
 strict adherence of principles of accounting and financial management.
 
 b) Selected such accounting policies and applied them consistently and
 made judgements and estimates that are reasonable and prudent so as to
 give a true and fair view of the state of affairs of your Company at
 the end of the financial year and of the profit of your Company for
 that period;
 
 c) 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 your Company providing higher
 etiquettes in accounting and financial management; and
 
 d) Prepared the Annual Accounts on a going concern basis.
 
 Auditors
 
 M/s. Sudhindran & Co., Chartered Accountants, Chennai as Statutory
 Auditors of the Company holds office until the conclusion of the
 ensuing Annual General Meeting and is eligible for re- appointment.
 
 The Company has received letter from M/s. Sudhindran & Co., Chartered
 Accountants to the effect that their appointment, if made would be
 within the prescribed limits under Section 224(1B) of the Companies
 Act,1956 and that they are not disqualified for such appointment within
 the meaning of section 226 of the Companies Act,1956.
 
 Particulars of Employees
 
 Relations with employees continued to be cordial throughout the year.
 Your directors place on record their appreciation of the efforts,
 dedication, commendable teamwork and exemplary contribution of the
 employees in the various initiatives of the Company and contributing to
 the performance of the Company during the year under review. The
 consultants and creative people are hired part-time basis for
 assignments on case to case basis.
 
 Information under Section 217(2A) of the Companies Act, 1956.
 
 No Employee of the company is covered by the provisions of the Section
 217(2A) (a ) (iii) of the Companies Act, 1956.  Internal Control System
 
 Your Company having a sound internal system, which enable that all
 assets are protected against loss from unauthorized use and all
 transactions are recorded and report correctly. The classification and
 accounting of assets is carried out as per the standard procedures
 followed by the Company. This system is further supplemented by
 internal audit carried out by an independent Chartered Accountant and
 periodical review by management. The Audit Committee of the Board
 reviewed issues raised by both Internal and Statutory Auditors.
 
 Human Resources
 
 Your Company takes pride in the commitment, competence and dedication
 shown by its employees (including outsourced) in all areas of business.
 Various Human Resource initiatives are taken to align the HR policies
 to the growing requirements of the business of the Company. Your
 Company has the credit of having produced high Value Human Asset
 during the last decade up to this period.
 
 Conservation Of Energy, Technology Absorption & Foreign Exchange
 Earnings and Outgo
 
 Your Company is into the business of Media and Training for Animation
 and Software . Since these activities do not involve any manufacturing
 activity, most of the Information required be provided under Section
 217(1)(e) of the Companies Act,1956 read with the Companies (Disclosure
 of Particulars in the Report of the Board of Directors) Rules, 1988 are
 given below.
 
 Conservation of Energy
 
 During the year , the consumption of power & fuel were Rs. 4.7 lacs as
 against Rs. 3.85 lacs of pervious year. The Company taking all possible
 steps for optimal use of energy to avoid waste and conserve energy as
 far as possible.
 
 Technology Absorption / Research and Development
 
 Your Company is constantly active in harnessing and tapping the latest
 technologies in the industry and during the year, your Company had
 implemented the Quality Education and Services by Multimedia
 rendering systems and Multimedia Database.  The Company has procured
 updated software in the user training divisions of Maya &
 Animation area. The Company has taken all possible efforts for optimal
 utilization of energy to avoid waste as a measure of conservation of
 energy as Energy Conserved is Energy Saved
 
 Foreign Exchange Earnings and Outgo
 
 During the year, foreign exchange earnings were .2m as against outgo
 of {FILE_CONTENT}.43m by the parent Company.
 
 Corporate Governance
 
 Your Company has been constantly reassessing and benchmarking itself
 with well-Established Corporate Governance practices besides strictly
 complying with the requirements of Clause 49 of the Listing Agreement.
 A separate Report on Corporate Governance along with the Auditors''
 certificate on compliance with the Corporate Governance as stipulated
 in Clause 49 is set out in this Annual Report and forms part of this
 Report.
 
                                                By Order of the Board
 
 Place: Chennai                                      V.Chandrasekaran
 
 Date: 27.07.2012                                            Chairman