| Dear Members,
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.
Performance:
Summary performance of the Company is provided below and a more
detailed report on company performances and the state of it's affairs
are included in the Management Discussion and Analysis:
(Rs. in Lakhs)
Standalone Consolidated
Particulars 2013-14 2014-15 2013-14 2014-15
Revenue from 2977.58 3554.33 3167.40 3554.33
Operation
Other income 33.12 8.61 33.12 8.61
Operating 2745.69 3274.05 2956.82 3276.46
expenditure
Financecost 112.92 108.60 113.19 109.00
Depreciation
and amortiza- 62.02 64.44 62.02 64.44
tion Expenses
Profit/(Loss) 90. 07 115. 85 68.49 113.04
before Tax
Tax expenses (-)12.51 2.13 (-)12.51 2.13
/ provisions
Net Profit/ 102.58 113.72 81.00 110.91
(Loss)
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:
(a) Nameofthesubsidiary RadaanMediaVentures p Ltd.
(b) Reporting Period 01-04-2014to 31-03-2015
(C) Reporting currency and Sing$/Rs.45.4985
exchange rate as on the
last date of the relevant
financial year
(d) Percent of shareholding 100%
(in Sing $) (in Rs.)
(e) Share Capital 20,000 9,09,970
(f) Reserves & Surplus (-)53,336 (-)24,26,736
(g) Total Assets 344 15,653
(h) Total Liabilities 33,680 15,32,419
(i) Investments - -
(j) Turnover - -
(k) Profit before taxation (-)6,048 (-)2,81,378
(l) Provision for taxation -
(m) Profit after taxation (-)6,048 (-)2,81,378
(n) Proposed dividend - -
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 ofthe meetings, etc.
Directors' Responsibility Statement:
Pursuant to Section 134(5) ofthe 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 ofthe 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) ofthe Companies Act,
2013 and the revised Clause 49 of the Listing Agreement with Stock
Exchanges. The policy is available in website ofthe Company.
Particular of employees:
The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
i The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
Name of the Director Ratio to median
remuneration
Ramanathan Sarathkumar 10.42
ii The percentage increase in remuneration of each director, chief
executive officer, chief financial officer, company secretary in the
financial year:
Directors, Chief Executive Officer, % increase in
Chief Financial Officer and Company remuneration in the
Secretary financial year
Ramanathan Sarathkumar --
V Murali Raaman* --
M Kavirimani 40
Kanhu Charan Sahu 40
*resigned effective from 31st October 2014
iii The percent increase in the median remuneration of employees in the
financial year - 12.40%
iv The number of permanent employees on the rolls of the Company-61
v The explanation on the relationship between average increase in
remuneration and company performance
On an average, employees received an increase of 11%, the increase in
remuneration is in line with the market trends. Overall performance of
the company during the year is increased at 19% in revenue and 11% in
net profits.
vi Comparison of the remuneration of the key managerial personnel
against the performance of the company
Aggregate remuneration of key
managerial personnel (KMP) in the 60.37
financial year (Rs./ lacs)
Revenue (Rs./lacs) 3554.33
Remuneration of KMPs (as % of revenue) 1.70
Profit before tax (PBT) (Rs./lacs) 115.85
Remuneration of KMPs (as % of PBT) 52.10
vii Variations in the market capitalization of the company, price
earnings ratio as at the closing date of the current financial year
31st March 31st March %
Particulars 2015 2014 change
Market
Capitalisation 270.80 324.96 (-)16.67
(Rs./lacs)
Priceearning 2.38 3.17 (-)24.83
ratio
viii Percentage increase or decrease in the market quotations of the
shares of the company in comparison to the rate at which the company
came out with the last public offer:
28th 28th
31 st March March %
Particulars March 2003 2003 change
2015 (IPO) (IPO)*
market price(Rs.) 0.50 40.00 8.00 (-)93.75
(NSE)
market price(Rs.)
(BSE) 0.69 40.00 8.00 (-)91.38
* adjusted for subdivision of shares in April 2004
** trading under permitted category effective from December 2006
ix Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
The average increase in employees salary other than the managerial
personnel is 9%, and that in the managerial personnel 17%, however
during the course of the year the total salary is reduced by 12% due
resignation of certain employees in managerial level and other reasons.
x Comparison of each remuneration of the key managerial personnel
against the performance of the Company
Mr.V Murali. Mr. R Sarath Mr.M Mr.Kanhu
Raaman, Kumar Kavirimani, Charan
Chief Chief Sahu,
Executive Director Financial Company
Officer* Operations Officer Secret
Remuneration 16.53 21.00 14.72 8.12
(Rs./lacs)
Revemue 3554.33
(Rs./lacs)
Remuneration
(as % of 0.47 0.59 0.41 0.23
revenue)
Profit before
tax (PBT) 115.85
(Rs./lacs)
Remuneration 14.27 18.13 12.71 7.00
(as % of PBT)
*resigned effective from 31st October 2014
xi The key parameters for any variable component of remuneration
availed by the directors:
The non executive directors are paid only sitting fees for attending
meeting of board or committee meeting. No other director is eligible
for any variable remuneration.
xii The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year:
The Chief Executive Officer, Mr.V Murali Raaman, since resigned
effective from 31st October 2014, was receiving Rs.2.25 lacs per month,
which is 1.3 times of the remuneration paid to the Whole-time Director,
Mr.Ramanathan Sarathkumar
xiii Affirmation that the remuneration is as per the remuneration
policyofthe company
The remuneration is as per the remuneration policyofthe company.
xiv None of the employees is in receipt of remuneration exceeding the
limit as specified under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
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 ofShare 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.
Year ended Year ended
31-03-2015 31-03-2014
Foreign Exchange US$2,67,632 US$1,71,227
equivalent to equivalent to
EarningS Rs.1,62,05,627 Rs.1,01,76,228
US$ 2,000 US$1,930
.. Sing Dollar 9,500 Sing Dollar 824
Expenditure in aggregating aggregating
foreign currency equivalent to equivalent to
Rs.5,93,915 Rs.1,60,638
Reports and Annexures forming part ofthis 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 ofthis 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-
Chennai R Radikaa Sarathkumar
14th August 2015 Chairperson & Managing Director
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