The directors submit annual report of Radaan Mediaworks India Limited (the"Company" or "Radaan") along with the audited financial statements forthe financial year ended 31st March 2016. Consolidated performance of the Company has beenreferred to wherever required
Summary financial performance of the Company is provided below and a more detailedreport and the state of it's affairs are included in the Management Discussion andAnalysis:
(Rs. in Lakhs)
|Particulars || |
| ||2015-16 ||2014-15 ||2015-16 ||2014-15 |
|Revenue from Operation ||3239.96 ||3554.33 ||3239.96 ||3554.33 |
|Other income ||13.32 ||8.61 ||13.32 ||8.61 |
|Operating expenditure ||2967.48 ||3274.05 ||2969.41 ||3276.46 |
|Finance cost ||128.30 ||108.60 ||128.47 ||109.00 |
|Depreciation and amortization Expenses ||62.56 ||64.44 ||62.56 ||64.44 |
|Profit/ (Loss) before Tax ||94.94 ||115.85 ||92.84 ||113.04 |
|Tax expenses / provisions ||4.92 ||2.13 ||4.92 ||2.13 |
|Net Profit/ (Loss) ||90.02 ||113.72 ||87.92 ||110.91 |
The earnings are retained for investing in business initiatives and no dividend isrecommended for the financial year ended 31st March 2016.
The company has not accepted any deposit from public and as such there is no defaultin repayment during the year and no amount on account of public deposits was outstandingas on the date of balance sheet.
As on closing of the reporting financial year the company has only one subsidiaryRadaan Media Venture Pte. Ltd. Singapore. There are no associate companies within themeaning of Section 2(6) of the Companies Act 2013 ("Act"). There has been nomaterial change in the nature of the business of the subsidiary.
There was no commercial activity in the subsidiary company during the reporting periodhowever certain establishment cost were incurred resulting into Net Loss. A statementcontaining salient features of the financial statements of the subsidiary companyhighlighting it's performances and financial position during the year is provided below:
|(a) Name of the subsidiary ||Radaan Media Ventures Pte. Ltd. |
|(b) Reporting Period ||01-04-2015 to 31-03-2016 |
|Reporting currency and (c) exchange rate as on the last date of the relevant financial year ||Sing $ / Rs.48.8907 |
|(d) Percent of shareholding ||100% |
| ||(in Sing $) ||(in Rs.) |
|(e) Share Capital ||20000 ||977814 |
|(f) Reserves & Surplus ||(-)57780 ||(-)2824905 |
|(g) Total Assets ||- ||- |
|(h) Total Liabilities ||37780 ||1847090 |
|(i) Investments ||- ||- |
|(j) Turnover ||- ||- |
|(k) Profit before taxation ||(-)4444 ||(-)209520 |
|(l) Provision for taxation ||- || |
|(m) Profit after taxation ||(-)4444 ||(-)209520 |
|(n) Proposed dividend ||- ||- |
The audited accounts of the subsidiary are available on company's website and copyshall be provided to shareholders who ask for it. Policy for determining materialsubsidiaries 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 ("Act") Mr.ArunachalamKrishnamoorthy (DIN:00386122) Mr.Janardan Krishna Prasad (DIN:03397294) Mr.VellayanSelvaraj (DIN:00052444) were appointed as independent directors at the annual generalmeeting of the Company held on 29th September 2014. The tenure of such appointment was forfive years. The terms and conditions of appointment of independent directors are as perSchedule IV of the Act same is available in the website of the company. They havesubmitted declaration that each of them meets the criteria of independence as provided insection 149(6) of the Act and Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") andthere has been no change in the circumstances which may affect their status as independentdirector during the year.
Mr.Ramanathan Sarathkumar (DIN: 00238601) retires by rotation and being eligible hasoffered himself for reappointment.
During the year the non executive directors of the company had no pecuniaryrelationship or transaction with the Company.
Composition of the board of directors and committees thereof including the AuditCommittee the Nomination and Remuneration Committee the Stakeholders RelationshipCommittee and the details of meeting of the board and the committees are discussed fullyin the corporate governance report.
Company's policy on directors' appointment and remuneration and other matters providedin section 178(3) of the Act has been discussed along with the Nomination and RemunerationCommittee in the corporate governance report.
Mrs.R Radikaa Sarathkumar Chairperson & Managing Director; Mr.RamanathanSarathkumar Director - Operations; Mr.Muruguvannan Kavirimani Chief Financial Officerand Mr.Kanhu Charan Sahu Company Secretary were the key managerial personnel of theCompany pursuant to the provisions of section 203 of the Act. The tenures of Mrs.RRadikaa Sarathkumar and Mr.Ramanathan Sarathkumar were completed on 31st March 2016 andthey were reappointed for further period of three years which is subject to shareholders'approval.
The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by SEBI Listing Regulations.
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairperson was also evaluated on the key aspects of her role.
In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairperson wasevaluated. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.
Directors Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 andsuch internal financial controls are adequate and operating effectively;
(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Based on the work performed by the internal statutory and secretarial auditorsincluding audit of internal financial controls over financial reporting by the statutoryauditors the board is of the opinion that the Company's internal financial controls andcompliance systems were adequate and effective during the reporting period..
Transactions with related parties:
During the financial year Company has entered into contract / arrangement ortransatction with related parties which are not material in nature and a complete listof 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'slength. Policy on dealing with related party transactions is available on the website ofthe Company
Extract of Annual Return:
As provided under section 92(3) of the Companies Act 2013 the extract of annualreturn in the prescribed form MGT-9 is given in Annexure I as part of this report.
As per the provisions under Companies Act 2013 and rules framed thereunder M/s CNGSN& Associates Chartered Accountants were appointed as statutory auditors of theCompany from the conclusion of the fifteenth annual general meeting held on 29th September2014 till the conclusion of the eighteenth annual general meeting to be held in the year2017 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 namewas changed as M/s CNGSN & Associates LLP with effect from 19th November 2014 withoutany change in constitution or registration number with the Institute of CharteredAccountants of India.
M/s CNGSN & Associates LLP Statutory Auditors submitted their reports for theFinancial Year 2015-16 which does not contain any qualification reservations or adverseremarks.
As per provisions under section 204 of the Companies Act 2013 and the rules framedthere under Mr.R Kannan Practicing Company Secretary was appointed to conductsecretarial audit for the financial year. Report of the secretarial auditor is given asAnnexure 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 thetotal admitted capital with National Securities Depository Limited (NSDL) and CentralDepository Services (India) Limited (CDSL) and total issued and listed capital. TheReconciliation of Share Capital Audit Report confirms that the total issued / paid upcapital is in agreement with the total number of shares in physical form and the totalnumber of dematerialised shares held with NSDL and CDSL.
The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of the policy are in line with the provisions of the section 177(9) of the Actand Regulation 22 of the SEBI Listing Regulations. 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 theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
i The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
|Name of the Director ||Ratio to median remuneration |
|Ramanathan Sarathkumar ||23.32 |
ii The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:
|Directors Chief Executive Officer Chief Financial Officer and Company Secretary ||% increase in remuneration in the inancial year |
|Ramanathan Sarathkumar ||100 |
|M Kavirimani ||- |
|Kanhu Charan Sahu ||- |
iii The percent increase in the median remuneration of employees in the financial year- NIL
iv The number of permanent employees on the rolls of the company - 82
v The explanation on the relationship between average increase in remuneration andcompany performance
No increment was granted to employees' remuneration during the year.
vi Comparison of the remuneration of the key managerial personnel against theperformance of the company
|Aggregate remuneration of key managerial personnel (KMP) in the financial year (Rs./lacs) ||67.06 |
|Revenue (Rs./lacs) ||3239.96 |
|Remuneration of KMP (as % of revenue) ||2.07 |
|Profit before tax (PBT) (Rs./lacs) ||94.94 |
|Remuneration of KMP (as % of PBT) ||70.64 |
vii Variations in the market capitalization of the company price earnings ratio as atthe closing date of the current financial year
|Particulars ||31st March 2015 ||31st March 2016 ||% change |
|Market || || || |
|Capitalisation (Rs./lacs) ||270.80 ||947.83 ||250.00 |
|Price earnings ratio ||2.38 ||10.29 ||332.53 |
viii Percentage increase or decrease in the market quotations of the shares of thecompany in comparison to the rate at which the company came out with the last publicoffer:
|Particulars ||31st March 2015 ||28th March 2003 (IPO) ||28th March 2003 (IPO)* ||% change |
|Market Price (Rs.) (NSE) ||1.75 ||40.00 ||8.00 ||(-)78.13 |
|Market Price (Rs.) (BSE)** ||1.75 ||40.00 ||8.00 ||(-)78.13 |
* 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 themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
During the year no increment was granted to employees' salary other than themanagerial personnel and salary of Mr.R Sarathkumar Whole-time Director was increased by100 percent at a gap of almost five years.
x Comparison of each remuneration of the key managerial personnel against theperformance of the Company
| ||Mr.R Sarathkumar Director - Operations ||Mr.M Kavirimani Chief Financial Officer ||Mr.Kanhu Charan Sahu Company Secretary |
|Remuneration (Rs./lacs) ||38.50 ||18.48 ||10.08 |
|Revenue (Rs./lacs) || ||3239.96 || |
|Remuneration (as % of revenue) ||1.19 ||0.57 ||0.31 |
|Profit before tax (PBT) (Rs./lacs) || ||94.94 || |
|Remuneration (as % of PBT) ||40.55 ||19.47 ||10.62 |
xi The key parameters for any variable component of remuneration availed by thedirectors:
The non executive directors are paid only sitting fees for attending meeting of boardor 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 employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year:
None of the employees who are not directors receive remuneration in excess of thehighest paid director during the year.
xiii Affirmation that the remuneration is as per the remuneration policy of the company
The remuneration is as per the remuneration policy of the company.
xiv None of the employees is in receipt of remuneration exceeding the limit asspecified under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. A statement of top ten employees in terms of remuneration drawnare provided in Annexure III which forms part of this Report.
The Company has formed a Risk Management Committee to frame implement and monitor therisk management plans. The committee is responsible for reviewing the risk management planand ensuring it's effectiveness. The development and implementation of risk managementpolicy 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 financialstatements.
Conservation of Energy Research and Development Technology Absorption ForeignExchange Earnings and Outgo:
(A) Conservation of Energy
The company being in media and entertainment industry it's operations are not energyintensive. However the company takes adequate measures to save energy by installingenergy efficient electrical and electronic equipments.
(B) Research and Development
The company has not carried out any specific research activity during the year underreview. However as part of regular ongoing business it explores ideas in creatingcontents in entertainment.
(C) Technology absorption adaptation and innovation
The company continues to use the latest technologies for improving productivity andquality 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 31-03-2015 ||Year ended 31-03-2016 |
|Foreign Exchange Earnings ||US $ 267632 equivalent to Rs.16205627 ||US $ 598959 equivalent to Rs.38920327 |
|Expenditure in foreign currency ||US $ 2000 Sing Dollar 9500 aggregating equivalent to Rs.593915 ||Nil |
Corporate Governance Reports:
Pursuant to Regulation 34 of the SEBI Listing Regulations and other applicableprovisions 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 CorporateGovernance.
Declaration on compliance with Code of Conduct
Certificate of the Managing Director and the Chief Financial Officer on thefinancial statements
Obligation of your Company under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013:
In order to prevent sexual harassment of women at workplace a new legislation - TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013has been notified on 9th December 2013. Under the said Act every Company is required toset up an Internal Complaints Committee to look into complaints relating to sexualharassment at workplace of any woman employee. Your Company has adopted a policy forprevention of Sexual Harassment of Women at Workplace and has constituted the InternalComplaints Committee (ICC). During the year 201516 there were no complaints.
The Directors are thankful to the members customers vendors broadcasting channelsmarketing agencies bankers for their confidence and continued support extended to thecompany. The directors are grateful to the Central and State Governments Securities andExchange Board of India Reserve Bank of India Registrar of Companies and otherGovernment/ Regulatory Authorities for their continued cooperation.
The Directors would like to express their sincere thanks to the Film Producers CouncilDistributors Associations Actors Actresses Sponsors and various other agenciesassociated with film and television industry and millions of viewers and place on recordthe support extended by them.
The Directors also place on record their appreciation to all the employees for theircommendable contribution at various levels.
| ||For and on behalf of the Board of Directors |
| ||-sd- |
|Chennai ||R Radikaa Sarathkumar |
|12th August 2016 ||Chairperson & Managing Director |