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Diksat Transworld Ltd.

BSE: 540151 Sector: Media
NSE: N.A. ISIN Code: INE942P01013
BSE 00:00 | 16 Jan 129.95 0
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NSE 05:30 | 01 Jan Diksat Transworld Ltd
OPEN 129.95
PREVIOUS CLOSE 129.95
VOLUME 9000
52-Week high 129.95
52-Week low 90.50
P/E 448.10
Mkt Cap.(Rs cr) 228
Buy Price 104.25
Buy Qty 1500.00
Sell Price 130.00
Sell Qty 1500.00
OPEN 129.95
CLOSE 129.95
VOLUME 9000
52-Week high 129.95
52-Week low 90.50
P/E 448.10
Mkt Cap.(Rs cr) 228
Buy Price 104.25
Buy Qty 1500.00
Sell Price 130.00
Sell Qty 1500.00

Diksat Transworld Ltd. (DIKSATTRANSWOR) - Director Report

Company director report

DIKSAT TRANSWORLD LIMITED

To

The Members

Diksat Transworld Limited

Your Directors have pleasure in presenting the 19th Board Report of theCompany together with the Audited Statement of Accounts and the Auditors' Report of yourcompany for the financial year ended March 31 2018.

FINANCIAL HIGHLIGHTS

Particulars 2017-18 2016-17
Gross Income 1197.50 974.56
Profit before Interest and Depreciation 236.10 130.77
Finance cost 7.89 6.92
Depreciation 96.12 83.67
Net Profit/(loss) before Tax 132.09 40.18
Tax expenses (52.53) 17.88
Net Profit/(loss) after tax 79.56 22.30
Balance of profit /(loss) brought forward (73.77) (96.07)
Dividend Nil Nil
Dividend Tax Nil Nil
Surplus carried to balance sheet ..5.79 (73.77)

Company's Financial Performance

Our company made a gross revenue increase from Rs.974.56 Crores to Rs 1197.49. crores.An increase of 22.88% as compared to the previous year. The increase in revenue accounteddue to business development activities. The profit earned after tax is Rs. 79.56 Lacs ascompared to previous financial year profit after tax of Rs. 22.30 Lacs increase due tobetter mix of business activities. Your Directors are optimistic of achieving betterresults in the coming year

Change In Nature Of Business

Your Company continues to operate in same business segment of Media and entertainment.During the financial year 2017-18 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 2017-18 (Previous Year - Nil).

Events occurring after the date of Balance sheet

The company has acquired the business of M/s Adfarm Private Limited by way of thefollowing:

a) The company has acquired 51% of the shareholding of M/s Adfarm Private Limited for apurchase consideration of Rs. 354.96 lakhs. The shares are to be transferred from Mr.Krishnan Naranapatty to M/s Diksat Transworld Limted.

b) Of the purchase consideration of Rs. 354.96 lakhs Rs. 25.00 lakhs will be paid bycash to Mr.Krishnan Naranapatty and the balance amount of Rs. 329.96 lakhs is to be issuedby way of 329960 shares at a price of Rs.100/- per share to Mr.Krishnan Naranapatty.

The issue of shares of Rs. 329.96 lakhs to Mr. Krishnan Naranapatty will bepreferential issue. The board approved the acquisition of business on 10thApril 2018 and the shareholders of the company approved for issue of shares bypreferential issue to Mr.Krishnan Naranapatty at their Extraordinary General Meeting heldon 24th May 2018.

Dividend

During the financial year 2017-18 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 31 2018. Considering the above point there is no Question of transferring theamount in the Investor Education And Protection Fund as per the provisions of Section125(2) of the Companies 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 2018 there is no subsidiary or JV or associate Company. A statement of"Nil " Is attached with this report.

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) Mr. R.Gunaseelan Rangabhasin

b) Mr. T.Thiyaharajhan

The Board of Directors placed on record and wants to have their continued contributionfor 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 2017-18 the Company held 6 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.

Sl.No Meetings of the Board of Directors Board Strength No. of Directors Present
1 21-04-2017 6 6
2 29-05-2017 6 6
3 21-08-2017 6 6
4 03-11-2017 6 6
5 14-11-2017 6 6
6 12-02-2018 6 6

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 5th February 2018 toreview the 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 of appointment of Independent Directors and Code forIndependent Director are incorporated on the website of the Company at www.wintvindia.com.

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independence laiddown in Section 149 (6) of the Companies Act 2013. The criteria on which IndependentDirectors were evaluated was inter alia attendance and participation in BoardMeetings/Committee Meetings/General Meetings opinion judgment estimate provided on keyagenda items exercise of objective independent judgment on strategy performance riskmanagement etc. in the best interest of Company confirmation of adequacy of internalcontrol on financial reporting maintenance of confidentiality of information of theCompany obtained in capacity of Independent Director initiative to maintain integrityethics and professional conduct initiative to check conflict of interest and maintenanceof independence adherence to the applicable code of conduct for independent directorsmanaging relationships with fellow Board members and senior management.

The criteria on which Non-Independent Director of the Company were evaluated wereinteralia attendance and participation in Board Meetings/Committee Meetings/GeneralMeetings knowledge of sector where company operates various directions provided in keydecision making of the Company understanding key risk for the Company and avoidance ofrisk while executing functional duties successful negotiations/deals smooth functioningof business/internal operation initiative to maintain corporate culture and moral valuescommitment dedication of time leadership quality attitude initiatives andresponsibility 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 5th February 2018 conflictof interest and maintenance of independence adherence to the applicable code of conductfor independent directors managing relationships with fellow Board members and seniormanagement. The criteria on which Non-Independent Director of the Company were evaluatedwere inter alia attendance and participation in Board Meetings/Committee Meetings/GeneralMeetings knowledge of sector where company operates various directions provided in keydecision making of the Company understanding key risk for the Company and avoidance ofrisk while executing functional duties successful negotiations/deals smooth functioningof business/internal operation initiative to maintain corporate culture and moral valuescommitment dedication of time leadership quality attitude initiatives andresponsibility undertaken decision making achievements.

Information on Directorate:

During the financial year 2017-18 there was no change in the constitution of theBoard.

Further in accordance with the provisions of the Articles of Association and Section152 of the Companies Act 2013 Mr.R.Gunaseelan Rangabhasin and Mr.T.Thiyaharajhanretires 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 (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") ofthe person seeking re-appointment/ appointment as Director are also annexed to the Noticeconvening the annual general meeting. None of the Directors on the Board holddirectorships in more than ten public companies. Further none of them is a member of morethan ten committees or chairman of more than five committees across all the publiccompanies in which he is a Director. Necessary disclosures regarding Committee positionsin 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 is having thefollowing Key Managerial Personnel :

1. Dr. T.Dhevanathan Yadav as Chairman and Managing Director

2. Mr. T.Thiyagarajan Whole Time Director

3. Mr. Gunaseelan Rangabhasiyan whole time Director

4. Mr.Muthukumar.B Company Secretary and Compliance officer

5. Mr.K.Rajasekaran Chief Financial Officer

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 accounts for the year ended March 31 2018 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The Directors had prepared the annual accounts ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Auditors And Report Thereon:

M/s DPV & Associates (FRN:011688S) Chartered Accountants Chennai were appointedby the shareholders in their meeting held on 29thSeptember 2017 for a period offive years however the appointment of auditors to be ratified in the ensuing AnnualGeneral Meeting. The Company has received a certificate from M/s DPV & Associates(FRN:011688S) confirming their eligibility for appointment as auditor to the effect thatthe appointment if made would be within prescribed limits under Section 139 of theCompanies Act 2013.

The Board of Director of your Company recommends for the ratification of theirappointment for a period of one year from the conclusion of 19th Annual GeneralMeeting (AGM) till the conclusion of 20th Annual General Meeting (AGM).

The Auditors' Report on the accounts of the Company for the accounting year ended March31 2018 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.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed

M/s.A.Satheesh Kumar & Associates Company Secretaries Chennai to undertake theSecretarial audit of the Company. The Secretarial Auditor Report provided By theSecretarial Auditor in Form No. MR-3 has been enclosed as Annexure.

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 Groupcompanies and loan to Associates is within the permissible limit of lending as per theprovisions of the companies Act 2013. The company is taking steps to make use of thecompanies for business development of the media industry in terms of film shooting andother 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:

According to the information and explanations given to us there are transactions ofgranting loans to companies/firms or other parties covered in the register maintainedunder section 189 of the Companies Act 2013without stipulation as to the repayment ofprincipal 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.

Disclosure under the Sexual Harassment of women at workplace (prevention prohibitionand redressal) Act 2013:

An Internal complaints committee (ICC) is set up to redress complaints receivedregarding the sexual harassment and discrimination at work place. During the year endedMarch 312018 the ICC has received no complaints pertaining to sexual harassment/discrimination at work place.

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) Steps taken/impact on conservation of energy: N.A.

ii) Steps taken by the company for utilizing alternate sources of energy includingwaste generated: Nil

iii) Capital investment on energy conservation equipment: NIL

* Your Company is in Business of Media and entertainment.

B. Technology Absorption:*

i) The efforts made towards technology absorption; N.A.

ii) The benefits derived like product improvement cost reduction product developmentor import substitution; N.A.

iii) In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)- N.A.

* Your Company is in Business of Media and entertainment the technology absorption.

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

There is no Foreign Exchange earned in terms of actual inflows.

The foreign exchange outflow during the year is given below:

Particulars 2017-18 2016-17
CIF value of Imports 986529 Nil
Directors travel 645760 608788

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 2018

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 and it is followed by the company.

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. Dhevanathan Yadav

Chairman and Managing Director

(DIN: 01431689 )

Date: May 29.2018

Place: CHENNAI.