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Diksat Transworld Ltd.

BSE: 540151 Sector: Media
NSE: N.A. ISIN Code: INE942P01013
BSE 00:00 | 11 Jul 101.00 0
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NSE 05:30 | 01 Jan Diksat Transworld Ltd
OPEN 101.00
PREVIOUS CLOSE 101.00
VOLUME 13500
52-Week high 102.00
52-Week low 59.50
P/E 168.33
Mkt Cap.(Rs cr) 174
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 101.00
CLOSE 101.00
VOLUME 13500
52-Week high 102.00
52-Week low 59.50
P/E 168.33
Mkt Cap.(Rs cr) 174
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Diksat Transworld Ltd. (DIKSATTRANSWOR) - Director Report

Company director report

DIRECTOR'S REPORT

DIKSAT TRANSWORLD LIMITED

To The Members DiksatTransworld Limited

Your Directors have pleasure in presenting the 18thBoard Report of the Company togetherwith the Audited Statement of Accounts and the Auditors' Report of your company for thefinancial year ended March 31 2017

FINANCIAL HIGHLIGHTS

Particulars 2016-17 2015-16
Gross Income 974.56 913.81
Profit before Interest and Depreciation 130.77 94.96
Finance cost 6.92 2.60
Depreciation 83.67 62.87
Net Profit/(loss) before Tax 40.18 29.49
Tax expenses 17.88 6.74
Net Profit / (loss) after tax 22.30 22.75
Balance of profit /(loss) brought forward (96.07) (118.82)
Dividend Nil Nil
Dividend Tax Nil Nil
Surplus carried to balance sheet 73.77 (96.07)
.

Company's Financial Performance

Our company made a gross revenue increase from Rs.913.81 Crores to Rs. 974.56 crores.An increase of 6.65% as compared to the previous year. The increase in revenue accounteddue to business development activities. The profit earned after tax is Rs. 22.30 Lacs ascompared to previous financial year profit after tax of Rs. 22.75 Lacs decrease due tohigher tax levels. . Your Directors are optimistic of achieving better result in thecoming year

Change In Nature Of Business

Your Company continues to operate in same business segment of Media and entertainment.During the financial year 2016-17 the Company has made Profit However the directorsdecided to conserve resources for maintaining the same as reserves and adjustment of debitbalance of the profit and loss account. So your Directors decided not to declare anydividend for the financial year 2016-17 (Previous Year – Nil).

Dividend

During the financial year 2016-17 the Company has marginal profit considering thebusiness requirements and debit balance of profit and loss account the directors havedecided to conserve the resources for the company (Previous Year – Nil).

Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

There is no any Unclaimed Dividend Amount in the Balance Sheet of the Company as onMarch 312017. Considering the above point there is no Question of transferring the amountin the

Investor Education And Protection Fund as per the provisions of Section 125(2) of theCompanies Act 2013 does not arise.

Transfer To Reserves

Your Company has not transferred any amount to reserves.

Information About Subsidiary / JV / Associate Company

As on March 31 2017 there is no subsidiary or JV or associate Company

Offer for sale of shares

The Company had made offer for sale of shares to public of 4608000 Equity Shares ofRs 10/- each on SME Platform of BSE in the month of October 2016. The shares were listedand trading start on the SME platform of BSE from 18th October 2016. As a result of thisthe company's shares got listed on the BSE SME platform.

Use of Proceeds

The proceeds from the Issue of offer for sale of shares was received by the promotersand use of the proceeds doesn't arise.

Board of Directors and Key Managerial Personnel:

As per Section 152(6) of the Companies Act 2013 the following directors retires byrotation and being eligible offers himself for re-appointment as the Director of theCompany. a) Dr. T.DhevanathanYadav b) Mr. Devasenathipathy The Board of Directors placedon record and wants to have their continued contribution for the growth of the company.

Constitution of Board:

The Board of the Company comprises Six Directors out of which two are IndependentDirectors (including one women director) three whole time directors and one non-executiveDirectors. The composition of Board complies with the requirements of the Companies Act2013. Further in pursuance of Regulation 15(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") the Companyis exempted from requirement of having composition of Board as per Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman ofmore than five committees across all the Public companies in which they are Director. Thenecessary disclosures regarding Committee positions have been made by all the Directors.

Meeting of the Board of Directors

During the Financial Year 2016-17 the Company held 11 meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 which is summarized below. Theprovisions of Companies Act 2013 were adhered to while considering the time gap betweentwo meetings.

Meetings of the Board of Directors Board Strength No. of Directors Present
1 20th May 2016 6 6
2 9th June 2016 6 6
3 15th June 2016 6 6
4 16th June 2016 6 6
5 20th June 2016 6 6
6 29th August 2016 6 6
7 8th September2016 6 6
8 7th October 2016 6 6
9 14th October 2016 6 5
10 14th November 2016 6 5
11 16th February 2017 6 5

Independent Directors:

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has Two Non-Promoter Independent Directors in line with the Companies Act 2013. Aseparate meeting of Independent Directors was held on February01 2017 to reviewthe performance of Non-Independent Directors and Board as whole and performance ofChairman of the Company including assessment of quality quantity and timeliness of flowof information between Company management and Board. The terms and conditions ofappointment of Independent Directors and Code for Independent Director are incorporated onthe website of the Company at www.wintvindia.com.The Company has received necessarydeclaration from each independent director under Section 149(7) of the Companies Act 2013that they meet the criteria of independence laid down in Section 149 (6) of the CompaniesAct 2013. The criteria on which Independent Directors were evaluated was inter aliaattendance and participation in Board Meetings / Committee Meetings / General Meetingsopinion judgment estimate provided on key agenda items exercise of objectiveindependent judgment on strategy performance risk management etc. in the best interestof Company confirmation of adequacy of internal control on financial reportingmaintenance of confidentiality of information of the Company obtained in capacity ofIndependent Director initiative to maintain integrity ethics and professional conductinitiative to check conflict of interest and maintenance of independence adherence to theapplicable code of conduct for independent directors managing relationships with fellowBoard members and senior management. The criteria on which Non-Independent Director of theCompany were evaluated were interalia attendance and participation in Board Meetings /Committee Meetings / General Meetings knowledge of sector where company operates variousdirections provided in key decision making of the Company understanding key risk for theCompany and avoidance of risk while executing functional duties successful negotiations /deals smooth functioning of business / internal operation initiative to maintaincorporate culture and moral values commitment dedication of time leadership qualityattitude initiatives and responsibility undertaken decision making achievements.

Evaluation of Directors of the Company:

The formal evaluation of Board as whole and Non-Independent Director of the Company andof the Independent Directors of the Company was done at the respective meetings ofIndependent Director and Board of Directors each held on February 01 2017.conflict of interest and maintenance of independence adherence to the applicable code ofconduct for independent directors managing relationships with fellow Board members andsenior management. The criteria on which Non-Independent Director of the Company wereevaluated were inter alia attendance and participation in Board Meetings / CommitteeMeetings / General Meetings knowledge of sector where company operates variousdirections provided in key decision making of the Company understanding key risk for theCompany and avoidance of risk while executing functional duties successful negotiations /deals smooth functioning of business / internal operation initiative to maintaincorporate culture and moral values commitment dedication of time leadership qualityattitude initiatives and responsibility undertaken decision making achievements.

1. Dr. T.DhevanthanYadav (DIN:01431689) Director of the Company re-designated asManaging Director of the Company on April 01 2016.

2. Mr.T.T.Thiyagarajan (DIN No. 01430667) Director of the company was appointed aswhole time director of the company on 1st April 2016.

3. Mr. GunaseelanRangabhasiyan Director of the company was appointed as whole timedirector of the company on 1st April 2016.

Information on Directorate:

During the financial year 2016-17 there was no change in the constitution of the Boardother than stated below:

1. Mr.Mr. Praveen Baskar Kumar (DIN: 07471420) Independent Director of the CompanyAppointed as an Additional Director of the Company on 21st March 2016 has been regularizedon 28th March 2016 in the Extra Ordinary General Meeting of the Company.

2. Mrs.. N. Kalyani(DIN: 06473328) Independent Director of the CompanyAppointed as an Additional Director of the Company on 21st March 2016 has been regularizedon 28th March 2016 in the Extra Ordinary General Meeting of the Company.

3. Mr. P. Devasenathipathy (DIN: 00861338) Non-Executive Non IndependentDirector of the Company Appointed as an Additional Director of the Company on 20th May2016 has been regularized on 8th June2016 in the Extra Ordinary General Meeting of thecompany.

Further in accordance with the provisions of the Articles of Association and Section152 of the Companies Act 2013 Dr. T.DhevanathanYadav and Mr.Devasenathipathyretires by rotation at the ensuing annual general meeting. He being eligible has offeredhimself for reappointment as such. The Board of Directors recommends his appointment onthe Board. The relevant details as required under Regulation 36 (3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") of the person seeking re-appointment/ appointment as Director are alsoannexed to the Notice convening the annual general meeting. None of the Directors on theBoard hold directorships in more than ten public companies. Further none of them is amember of more than ten committees or chairman of more than five committees across all thepublic companies in which he is a Director. Necessary disclosures regarding Committeepositions in other public companies as on March 31 2017 have been made by the Directors.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act 2013 the Company has appointedDr. T.DhevanathanYadav as Chairman and Managing Director of the Company on April 01 2016.

Mr.T.Thiyagarajan Director of the company was appointed as whole time director of thecompany on 1st April 2016.

Mr. GunaseelanRangabhasiyan Director of the company was appointed as whole timedirector of the company on 1st April 2016.

Further the Company has appointed Mr.Muthukumar.B as the Company Secretary andCompliance officer of the Company on 1st March 2016. Further the Company has appointedMr.K.Rajasekaran as Chief Financial Officer of the Company on 1st March 2016

Disclosure Of Remuneration:

The information required under section 197 (12) of the Act read with rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given asan

Annexure I.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Financial Statements of the Company prepared in accordance with the relevantAccounting Standards of the Institute of Chartered Accountants of India duly audited bythe Statutory Auditors form a part of the Annual Report and are reflected in theConsolidated Accounts. Pursuant to the provisions of Section 129(3) of the Act astatement containing salient features of the financial statements of the Company'sassociate in Form AOC-1 is annexed herewith as Annexure – II (A) for your kindperusal and information.

Transactions with Related Parties:

The Company has entered into transaction with the company in which our Directors areInterested which are falling within the purview of Section 188 of the Act for whichrequisite approval of Board is taken. However transaction entered with Companies whereinDirectors are interested is at arm's length basis and in ordinary course of businesshence no approval from the Board or Shareholders is required. Information on transactionswith related parties pursuant to section 134 (3) (h) of the Act read with rule 8 (2) ofthe Companies (Accounts) Rules 2014 are given in Annexure II (B) in Form AOC-2 andthe same forms part of this report.

Material Changes And Commitments

There have been no material changes and commitments which is affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

Extract Of Annual Return

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith as Annexure – III for your kind perusal and information.

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: a) In preparation of annual accountsfor the year ended March 31 2017 the applicable accounting standards have been followedand that no material departures have been made from the same; b) The Directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit or loss ofthe Company for that year; c) The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) The Directors had prepared the annualaccounts ongoing concern basis. e) The Directors had laid down the internal financialcontrols to be followed by the Company and that such Internal Financial Controls areadequate and were operating effectively; and f) The Directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.

Auditors And Report Thereon:

M/s Venkatesh&co (FRN: 004636S) Chartered Accountants Chennai retire at theensuing Annual General Meeting on completion of the tenure of the period as per theprovisions of the companies Act 2013. The Company has received a certificate from M/s DPV& Associates confirming their eligibility for appointment as auditor to the effectthat the appointment if made would be within prescribed limits under Section 139 of theCompanies Act 2013. The Board of Director of your Company recommends their appointment fora period of five year from the conclusion of 18thAnnual General Meeting (AGM) till theconclusion of 23rdAnnual General Meeting (AGM).

The Auditors' Report on the accounts of the Company for the accounting year ended March31 2017 is self-explanatory and do not call for further explanations or comments that maybe treated as adequate compliance of Section 134 of the Companies Act 2013.

Corporate Governance

The Company being listed on the Small and Medium Enterprise platform is exempted fromprovisions of para C D and E of schedule V as per Regulation 15 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. Hence no corporate governance report is not required. However our company hasadhered to corporate governance by having optimum combination of independent directors andexecutive directors on Board of our Company.

Loans Guarantees And Investments U/S 186 Of The Companies Act 2013

Loans to Group companies and loan to Associates is within the permissible limit oflending as per the provisions of the companies Act 2013. The company is taking steps tomake use of the companies for business development of the media industry in terms of filmshooting and other required activities relating to the business of the company.

The company is positive of recovering the money from the Group companies as applicable.

Explanation on Comments by Auditor in his Report: Comment by Auditor :

"there are transactions of granting loans to companies/firms or other partiescovered in the register maintained under section 189 of the Companies Act 2013withoutstipulation as to the repayment of principal and interest.

a) In the light of above we do not comment on terms and conditions of grant of suchloans.

b) In the light of above we do not comment on repayment of the principal amount andinterest.

c) In the light of above we do not comment on the reasonable steps have been taken bythe company for recovery of the principal and interest."

Explanation on Auditor's Comment :

Board's reply

The company is in process of diversification plans. To have studio maintenance for thecompany and to achieve Business continuity plans the company has given amounts to thegroup companies to establish infrastructure for the benefit of the company.

The company has granted loan to its associates and invested amount within the limitsprescribed limit. The company has passed the resolution under section 186(2) and approvedby shareholders in the extra ordinary general meeting held on December 2015 It iswithin the limits of the powers given under the Companies Act 2013.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed as Annexure V of Board's Report.

A. Conservation of Energy:*

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO: i) Stepstaken / impact on conservation of energy: N.A. ii) Steps taken by the company forutilizing alternate sources of energy including waste generated: Nil iii) Capitalinvestment on energy conservation equipment: NIL * Your Company is in Business of Mediaand entertainment.

B. Technology Absorption:* i) The efforts made towards technology absorption; N.A.ii) The benefits derived like product improvement cost reduction product development orimport substitution; N.A. iii) In case of imported technology (imported during the lastthree years reckoned from the beginning of the financial year)- N.A. * Your Company is inBusiness of Media and entertainment the technology absorption.

C. Foreign exchange earnings and Outgo (Amount in Rs.)

There is nighters Foreign Exchange earned in terms of actual inflows nor the ForeignExchange outgo during the year in terms of actual outflows in the Company.

Public Deposits:

The Company has not accepted any deposits from Shareholders and Public falling withinthe ambit of Section 73 of the Companies Act 2013 and rules made there under. There wereno deposits which were claimed and remained unpaid by the Company as on March 31 2017

Corporate Social Responsibility

The provisions of Section 135(1) and 135(5) of the Companies Act 2013 regardingconstitution of Corporate Social Responsibility (CSR) Committee and spending of at least2% of average net profit are not applicable to the Company.

Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.

Nomination And Remuneration Policy

In terms of Section 178(3) of the Companies Act 2013 and provisions of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 a policy on Director's Key Managerial Personnel and Senior Management Employee'sappointment and remuneration including criteria for determining their qualificationspositive attributes independence and other prescribed matters was formulated andrecommended by the Nomination and Remuneration Committee and adopted by the Board ofDirectors at their respective meetings held on 16th November 2016.

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 to the extent the transactions took place on those items during the year.

General Disclosures

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 to the extent the transactions took place on those items during the year.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operationand support extended by the banks government business associates and the shareholdersfor their continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors. For and on behalf of Board of Directors

DIKSAT TRANSWORLD LIMITED

Dr. T.DhevanathanYadav

Chairman and Managing Director

(DIN: 01431689)

Date: May 29.2017

Place: CHENNAI