DIRECTORS' REPORT Dear Shareholders, The directors submit annual report of Radaan Mediaworks India Limited (the "Company" or "Radaan") along with the audited financial statements for the financial year ended 31st March 2015. Consolidated performance of the Company has been referred to wherever required. Dividends: The earnings are retained for investing in business initiatives, and no dividend is recommended for the financial year ended 31st March 2015. Public Deposits: The company has not accepted any deposit from public and as such, there is no default in repayment during the year and no amount on account of public deposits was outstanding as on the date of balance sheet. Subsidiary Company: As on closing of the reporting financial year, the company has only one subsidiary, Radaan Media Venture Pte. Ltd., Singapore. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiary. Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary company as required in the prescribed form AOC-1 is provided here below: The audited accounts of the subsidiary are available on company's website and copy shall be provided to shareholders who ask for it. Policy for determining material subsidiaries of the Company is also available on the website of the Company. Directors and key managerial personnel: As per the provisions of the Companies Act, 2013, Mr.Arunachalam Krishnamoorthy (DIN:00386122), Mr.Janardan Krishna Prasad (DIN:03397294), Mr.Vellayan Selvaraj (DIN:00052444) were appointed as independent directors at the annual general meeting of the Company held on 29th September 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act, same is available in the website of the company. They have submitted declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. Mr.Ramanathan Sarathkumar (DIN: 00238601), retires by rotation and being eligible has offered himself for reappointment. During the year, the non executive directors of the company had no pecuniary relationship or transaction with the Company. Composition of the board of directors and committees thereof, including the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee and the details of meeting of the Board and the Committees are discussed fully in the corporate governance report. Company's policy on directors' appointment and remuneration and other matters provided in section 178(3) of the Act has been discussed along with the Nomination and Remuneration Committee in the corporate governance report. Pursuant to the provisions of section 203 of the Companies Act, 2013, the appointments of Mr.V Murali Raaman, Chief Executive Officer (since resigned effective from 31st October 2014), Mr.Muruguvannan Kavirimani, Chief Financial Officer and Mr.Kanhu Charan Sahu, Company Secretary as key managerial personnel of the Company were formalized. Board evaluation: Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements, a separate meeting of independent directors was held, whereat performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated. The same was discussed in the board meeting that followed the meeting of the independent directors. The Board and the Nomination and Remuneration Committee also reviewed the performance of the board, committees and individual directors on the basis of composition and structure, information and functioning, effectiveness of meetings, and contribution, participation of the individual director in respect of the meetings, etc. Directors' Responsibility Statement: Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: (i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; (ii) they have selected such accounting policies and applied them consistently and made judgments 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 profit of the Company for that period; (iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) they have prepared the annual accounts on a going concern basis; (v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; (vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Transactions with related parties: During the financial year, Company has entered into contract / arrangement or transaction with related parties, which are not material in nature, and a complete list of the transactions is provided as part of notes to accounts. No such contract / arrangement or transaction is not in the ordinary course of business and / or not at arm's length. Policy on dealing with related party transactions is available on the website of the Company Vigil Mechanism: The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of the policy are in line with the provisions of the section 177(9) of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement with Stock Exchanges. The policy is available in website of the Company. Auditors: As per the provisions under Companies Act, 2013 and rules framed thereunder, M/s CNGSN & Associates, Chartered Accountants were appointed as statutory auditors of the Company from the conclusion of the fifteenth annual general meeting held on 29th September 2014 till the conclusion of the eighteenth annual general meeting to be held in the year 2017, subject to ratification of their appointment at every annual general meeting. Subsequent to the appointment, the auditors' firm was converted into an LLP and their name was changed as M/s CNGSN & Associates LLP with effect from 19th November 2014, without any change in constitution or registration number with the Institute of Chartered Accountants of India. M/s CNGSN & Associates LLP, Statutory Auditors submitted their reports for the Financial Year 2014-15 which, does not contain any qualification, reservations or adverse remarks. Secretarial Auditor: As per provisions under section 204 of the Companies Act, 2013 and the rules framed there under, Mr.R Kannan, Practicing Company Secretary was appointed to conduct secretarial audit for the financial year. Report of the secretarial auditor is given as Annexure II, which does not contain any qualification, reservation or adverse remarks. Reconciliation of Share Capital Audit: A qualified practicing Company Secretary carries out secretarial audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and total issued and listed capital. The Reconciliation of Share Capital Audit Report confirms that the total issued / paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL. Risk Management: The Company has formed a Risk Management Committee to frame, implement and monitor the risk management plans. The committee is responsible for reviewing the risk management plan and ensuring it's effectiveness. The development and implementation of risk management policy has been covered in the management discussion and analysis. Particulars of loans guarantees and investments: Particulars of loans guarantees and investments have been discussed in the financial statements. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo: (A) Conservation of Energy The company being in media and entertainment industry, it's operations are not energy intensive. However, the company takes adequate measures to save energy by installing energy efficient electrical and electronic equipments. (B) Research and Development The company has not carried out any specific research activity during the year under review. However, as part of regular ongoing business it explores ideas in creating contents in entertainment. (C) Technology absorption, adaptation and innovation The company continues to use the latest technologies for improving productivity and quality of it's operations. (D) Foreign exchange earnings and outgo The company regularly supplies television contents to overseas broadcasting channels. Details of foreign currency earned and used during the year are provided below. Reports and Annexures forming part of this report: (i) Pursuant to clause 49 of the Listing agreement with the Stock exchanges, the following have been made part of this report. • Management Discussion and Analysis • Corporate Governance Report • Certificate from the Auditors regarding compliance of conditions of Corporate Governance. • Declaration on compliance with Code of Conduct • Certificate of the Managing Director and the Chief Financial Officer on the financial statements (ii) As provided under section 92(3) of the Companies Act, 2013, the extract of annual return in the prescribed form MGT-9 is given in Annexure I as part of this report. (iii) Secretarial Audit Report for the financial year 2014-15 in the prescribed format MR-3 is given in Annexure II as part of this report. Appreciation The Directors are thankful to the members, customers, vendors, broadcasting channels, marketing agencies, bankers for their confidence and continued support extended to the company. The directors are grateful to the Central and State Governments, Securities and Exchange Board of India, Reserve Bank of India, Registrar of Companies and other Government/ Regulatory Authorities for their continued cooperation. The Directors would like to express their sincere thanks to the Film Producers Council, Distributors Associations, Actors, Actresses, Sponsors and various other agencies associated with film and television industry and millions of viewers and place on record the support extended by them. The Directors also place on record their appreciation to all the employees for their commendable contribution at various levels. For and on behalf of the Board of Directors -sd- R Radikaa Sarathkumar Chairperson & Managing Director Chennai 14th August 2015 |