You are here » Home » Companies » Company Overview » Radaan Mediaworks (I) Ltd

Radaan Mediaworks (I) Ltd.

BSE: 590070 Sector: Media
NSE: RADAAN ISIN Code: INE874F01027
BSE 00:00 | 12 Aug 1.35 0.06
(4.65%)
OPEN

1.28

HIGH

1.35

LOW

1.25

NSE 00:00 | 12 Aug 1.35
(%)
OPEN

1.35

HIGH

1.35

LOW

1.25

OPEN 1.28
PREVIOUS CLOSE 1.29
VOLUME 19871
52-Week high 2.23
52-Week low 1.03
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.28
CLOSE 1.29
VOLUME 19871
52-Week high 2.23
52-Week low 1.03
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Radaan Mediaworks (I) Ltd. (RADAAN) - Director Report

Company director report

Dear Shareholders

The directors submit annual report of Radaan Mediaworks India Limited(the "Company" or "Radaan") along with the audited financialstatements for the financial year ended 31st March 2021. Consolidatedperformance of the Company has been referred to wherever required.

Financial Performance:

Summary financial performance of the Company is provided below and amore detailed report state of it's affairs are included in the Management Discussionand Analysis:

(Rs. in Lakhs)

Particulars Standalone Consolidated
2019-20 2020-21 2019-20 2020-21
Revenue from Operation 1016.23 935.21 1020.00 936.12
Other income 1.82 0.42 1.82 0.42
Finance cost 125.26 151.93 125.32 151.96
Depreciation and amortization Expenses 56.36 47.54 56.36 47.54
Profit/ (Loss) before
Exceptional Items and Tax Expenses (878.16) (742.40) (875.74) (744.11)
Exceptional Items -- --- -- ---
Profit/ (Loss) before Tax (878.16) (742.40) (875.74) (744.11)
Tax expenses / provisions 3.61 (5.23) 3.67 (5.13)
Profit after Tax (881.77) (737.17) (879.41) (738.98)
Other Comprehensive Income (0.11) 0.01 (0.11) 0.01
Total Comprehensive Income (881.88) (737.16) (879.52) (738.97)

Dividends:

The Directors have not recommended any dividend to be paid for thefinancial year ended 31st March 2021 considering current year losses.

Reserves:

The Company does not propose to transfer amounts to the generalreserve.

Share Capital:

There was no change in share capital of the Company during thefinancial year 2020-21.

Public Deposits:

During the year under review Company has not accepted or renewed anyamount falling within the purview of provisions of Section 73 of the Companies Act 2013("the Act") read with the Companies (Acceptance of Deposit) Rules 2014. Hencethe requirement for furnishing of details relating to deposits covered under Chapter V ofthe Act and the details of deposits which are not in compliance with the Chapter V of theAct is not applicable.

Particulars of loans guarantees and investments: Particulars of loansguarantees and investments have been discussed in the financial statements.

Directors' Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act 2013 the board ofdirectors to the best of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts the applicableaccounting standards have been followed and there are no material departures;

(ii) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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 bythe Company and such internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Based on the work performed by the internal statutory and secretarialauditors including audit of internal financial controls over financial reporting by thestatutory auditors the board is of the opinion that the Company's internal financialcontrols and compliance systems were adequate and effective during the reporting period..

Subsidiary Company:

As on closing of the reporting financial year the company has only onesubsidiary Radaan Media Venture Pte. Ltd. Singapore. There are no associate companieswithin the meaning of Section 2(6) of the Companies Act 2013 ("Act"). There hasbeen no material change in the nature of the business of the subsidiary.

A statement containing salient features of the financial statements ofthe subsidiary company highlighting it's performances and financial position duringthe year is provided below:

(a) Name of the subsidiary Radaan Media Ventures Pte Ltd.
(b) Reporting Period 01-04-2020 to 31-03-2021
(c) Reporting currency and exchange rate as on the last date of the relevant financial year Sing $ / Rs.53.4071
(d) Percentage of shareholding 100 %
(in Sing $) (in Rs.)
(e) Share Capital 20000 935000
(f) Reserves & Surplus (62261) (3231122)
(g) Total Assets 1605 87202
(h) Total Liabilities 43886 2383324
(i) Investments ---- ----
(j) Turnover 1720 91860
(k) Profit before taxation (3195) (170636)
(l) Less: Provision for taxation 190 10147
(m) Profit after taxation (3385) (180783)
(n) Proposed Dividend ----

The audited accounts of the subsidiary are available on company'swebsite www.radaan.tv and copy shall be provided to shareholders who ask for it. Policyfor determining material subsidiaries of the Company is also available on the website ofthe Company.

Directors and key managerial personnel:

Mr.Arunachalam Krishnamoorthy (DIN:00386122) Mr.Janardan KrishnaPrasad (DIN:03397294) Mr.Vellayan Selvaraj (DIN:00052444) were reappointed as independentdirectors at the annual general meeting of the Company held on 28th September2019 in terms of provisions under the Companies Act 2013 ("Act") andSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations"). The terms and conditions ofappointment of independent directors are as per Schedule IV of the Act same is availablein the website of the company at www.radaan.tv. They have submitted declaration that eachof them meets the criteria of independence as provided in section 149(6) of the Act andSEBI Listing Regulations and not disqualified from being appointed as Directors.

Mrs.R Radikaa Sarathkumar (DIN:00238371) Chairperson & ManagingDirector; Mr.Ramanathan Sarathkumar Whole-time Director; Mrs.Radikaa Rayane(DIN:08350418) Whole-time Director; Mr.Muruguvannan Kavirimani Chief Financial OfficerMr.Kanhu Charan Sahu Company Secretary were the key managerial personnel of the Companypursuant to the provisions of section 203 of the Act.

Mr.Arunachalam Krishnamoorthy has resigned with effect from 1stAugust 2021 after closure of the financial year.

Mrs.Radikaa Rayane retires by rotation and being eligible has offeredherself for reappointment.

During the year the non executive directors of the company had nopecuniary relationship or transaction with the Company.

Composition of the board of directors and committees thereof includingthe Audit Committee the Nomination and Remuneration Committee the StakeholdersRelationship Committee and the details of meeting of the board and the committees arediscussed fully in the corporate governance report.

Company's policy on directors' appointment and remunerationand other matters provided in section 178(3) of the Act has been discussed along with theNomination and Remuneration Committee in the corporate governance report.

Board evaluation:

One of the key functions of the Board is to monitor and review theBoard evaluation framework. The Board in consultation with the Nomination and RemunerationCommittee lays down the evaluation criteria for the performance evaluation ofExecutive/Non-Executive and Independent Directors.

The following are the criteria on the basis of which the Directors areevaluated:

1) Knowledge to perform the role;

2) Time and Level of Participation;

3) Performance of Duties and Level of Oversight;

4) Professional Conduct and Independence etc.

During the year under review a structured questionnaire was circulatedto the Members of the Board for seeking feedback from the Directors on various aspectssuch as Board's & Committees' functioning knowledge & skills of theBoard of Directors managing relationships fulfilment of independent criteria byIndependent Directors leadership & strategy formulation by Executive Directors etc.The questionnaire of the survey is a key part of the process of reviewing the functioningand effectiveness of the Board & Committee and for identifying possible paths forimprovement.

The board of directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theAct and the corporate governance requirements as prescribed by SEBI Listing Regulations.The performance of the board was evaluated by the board after seeking inputs from all thedirectors 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 afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the chairperson was also evaluated on the keyaspects of her role.

In a separate meeting of independent directors performance ofnon-independent directors performance of the board as a whole and performance of thechairperson was evaluated. The same was discussed in the board meeting that followed themeeting of the independent directors at which the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent directors was done by the entire board excluding the independent directorbeing evaluated.

Annual Return:

Copy of the Annual Return of the Company as per Section 92(3) of theCompanies Act 2013 is available on the Company website www.radaan.tv.

Auditors:

There are no instances of frauds reported by auditors pursuant tosub-section (12) of Section 143 which are reportable to the Central Government.

Statutory Auditors:

M/s.SRSV & Associates Chartered Accountants (Firm Reg.No.015041S) were appointed as Statutory Auditors of the Company at the AGM held on 30thSeptember 2017 for a term of 5 (five) consecutive years. The requirement for ratificationof appointment of auditors by the members at every AGM is done away with vide theMinistry of Corporate Affairs notification dated May 07 2018.

The statutory auditors have issued their report on the standalone andconsolidated financial statement of the company and the same were appended here to thisreport.

The auditors reports on standalone and consolidated financialstatements were qualified on following grounds.

1. Disruption in Operations owing to COVID - 19

We draw attention to Note No.3 of the Financial Statement whichdiscloses that the industry in which the Company operates is adversely affected owing tothe impact of Covid-19. It is also not clear as to when the operations will regularise.

2. Material Uncertainty relating to Going Concern

We draw attention to Note No. 20 of the Standalone FinancialStatements. The Company's net worth has fully eroded and its current liabilities haveexceeded its current assets. In the current scenario the Company is faced with liquiditycrunch and has undisputed statutory dues to the tune of Rs.156.91 lakhs that are yet to bepaid as at 31st March 2021. These events or conditions along with other matters indicatethat a material uncertainty exists that may cast significant doubt on the Company'sability to continue as a going concern. However the Company is confident of meeting itsobligations in the normal course of its business and accordingly the financial statementsof the Company have been prepared on a going concern basis.

3. Investments

We draw attention to Note No. 9 (i) of the Standalone FinancialStatements relating to Company's non-current investment in Celebrity Cricket LeaguePvt Ltd of Rs.72.25 Lakhs as at 31/03/2021 the Company has not assessed fair value due tocovid-19 pandemic situation.

Further following were the management's reply to thequalifications made by the statutory auditors in their report for financial year 2019-20.

1. Impact of COVID-19 Pandemic

The lockdowns and restrictions imposed on various activities due toCOVID - 19 pandemic to contain its spread posed an unprecedented challenges to allbusinesses. The Company have also been impacted supply of fresh content is constrainedbecause of stoppage of all the shooting and other allied production activities resultingin revenue loss for the Company. The Company managed to ensure functioning of criticaloperations by providing necessary digital infrastructure to allow employees to operatefrom home. All production remained closed as the Company followed local regulations duringthe lockdown. The Company resumed its content production operations as per the directivesand permissions of the State Government and other statutory and trade bodies on 10th July2020 complying with the advisories issued by concerned authorities and following allhealth and safety measures. Corporate offices were opened as per the directions receivedfrom the concerned authorities with limited staff as per local and central guidelines.Further details on impact of Covid-19 Pandemic are provided under Note No.3 of theStandalone Financial Statements.

2. Material Uncertainty relating to Going Concern

The Covid-19 pandemic created hardship in operations of the Companyworsening the liquidity position. Turnover of the Company was drastically dropped duringthe year resulting gross losses and liquidity crunch. Company was not able to meetit's liabilities including statutory dues on time. The current liabilities went up tofive times of current assts. As at the balance sheet date company has negative net-worthof (-) Rs.54864551/- and the following undisputed statutory dues were pending to beremitted.

Nature of Payment Amount (Rs) Period
Tax Deducted at Source 10770841/- July'2019 - March'2021
Goods and Services Tax 4534326/- December'2020 - March'2021
PF / ESI 385475/- October'2020 - March'2021

Management is fully committed to clear statutory dues in compliance ofapplicable provisions under respective laws as on the date of this report the PF / ESIdues were already paid.

3. Investments

On account of Covid-19 pandemic applying fair value measurement wasdeferred till return of normalcy to determine the fair value of the investment. Otherdetails on the investment are provided under Note No.37 of the Standalone FinancialStatements.

Secretarial Auditor:

As per provisions under section 204 of the Companies Act 2013 theCompanies Appointment and Remuneration of Managerial Personnel) Rules 2014 Regulation24A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015M/s.KRA & Associates Company Secretaries were appointed to conduct secretarial auditfor the financial year. Report of the secretarial auditor is given as Annexure I whichdoes not contain any qualification reservation or adverse remarks however the Auditorshave made few self-explaining observations except delay in remittance of PF / ESI. Detailsof the delay and explanation has been provided in this report as reply to statutoryauditors' observations and not repeated here as matter of brevity.

Cost Records and Audit:

Maintenance of cost records and requirement of cost audit as prescribedunder the provisions of Section 148(1) of the Companies Act 2013 are not applicable forthe business activities carried out by the Company.

Reconciliation of Share Capital Audit:

A qualified practicing Company Secretary carries out secretarial auditto reconcile the total admitted capital with National Securities Depository Limited (NSDL)and Central Depository Services (India) Limited (CDSL) and total issued and listedcapital. 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 thetotal number of dematerialised shares held with NSDL and CDSL.

Vigil Mechanism:

The Company has formulated and published a Whistle Blower Policy toprovide Vigil Mechanism for employees including directors of the Company to report genuineconcerns. The provisions of the policy are in line with the provisions of the section177(9) of the Act and Regulation 22 of the SEBI Listing Regulations. The policy isavailable in website of the Company at www.radaan.tv.

Particular of employees:

The information required under Section 197 of the Act read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below: i The ratio of the remuneration of each director to the medianremuneration of the employees of the Company for the financial year:

Name of the Director Ratio to median remuneration
Executive Directors:
Mr.Ramanathan Sarathkumar 25.25
Mrs.Radikaa Rayane 4.57
Independent Directors:
Mr.A Krishnamoorthy 0.84
Mr.J Krishna Prasad 0.66
Mr.V Selvaraj 0.84

ii The percentage increase in remuneration of each director chiefexecutive officer chief financial officer company secretary in the financial year:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
Mr.Ramanathan Sarathkumar Whole-time Director -
Mr.M Kavirimani Chief Financial Officer (-)15.52
Mr.Kanhu Charan Sahu Company Secretary (-)15.52
Mrs.Radikaa Rayane Whole-time Director (-)15.53
Mr.A Krishnamoorthy Independent Director (-)6.67
Mr.J Krishna Prasad Independent Director (-)26.67
Mr.V Selvaraj Independent Director 16.67

iii The percent increase in the median remuneration of employees in thefinancial year (-) 8.51%

iv The number of permanent employees on the rolls of the company - 43

V During the year no increment was made in the salary of employeesincluding the managerial personnel. In case of some employees the gross payment wasdecreased between 5% - 15% considering Covid pandemic lockdown.

vi The remuneration is as per the remuneration policy of the company.

vii None of the employees is in receipt of remuneration exceeding thelimit as specified under Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. A statement of top ten employees in terms ofremuneration drawn are provided in Annexure II which forms part of this Report.

Transactions with Related Parties:

In line with the requirements of the Companies Act 2013 and ListingRegulations your Company has formulated a Policy on Related Party Transactions which isalso available on the Company's website www.radaan.tv. The Policy intends to ensurethat proper reporting approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties. All Related Party Transactions ("RPT")entered during the year were placed before the Audit Committee for review and approval.

A complete list of RPTs is provided as part of Notes to Accounts. Noneof the transactions with related parties could be considered not in the ordinary course ofbusiness or not in arm's length in terms of Section 188 of the Companies Act 2013.The information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with Rule 8(2) of the Companies(Accounts) Rules 2014 are given in Annexure IIIin Form AOC-2 and the same forms part of the Board's report.

Risk Management:

The Company has in place a Risk Management Policy pursuant to Section134 of the Companies Act 2013 which is published in the website of the Company atwww.radaan.tv. The Board of Directors and the Audit Committee shall be responsible forframing implementing and monitoring the risk management plan of the company. SeniorExecutives shall be responsible for implementation of the risk management system as may beapplicable to their respective areas of functioning.

The major risks identified by the business/ functions and the waysmitigation has been covered in the management discussion and analysis.

Conservation of Energy Research and Development TechnologyAbsorption Foreign Exchange Earnings and Outgo:

(A) Conservation of Energy

The company being in media and entertainment industry it'soperations are not energy intensive. However the company takes adequate measures to saveenergy by installing energy efficient electrical and electronic equipments.

(B) Research and Development

The company has not carried out any specific research activity duringthe year under review. However as part of regular ongoing business it explores ideas increating contents in entertainment.

(C) Technology absorption adaptation and innovation

The company continues to use the latest technologies for improvingproductivity and quality of it's operations.

(D) Foreign exchange earnings and outgo

The company regularly supplies television contents to overseasbroadcasting channels. Details of foreign currency earned and used during the year areprovided below.

Year ended 31-03-2021 Year ended 31-03-2020
Foreign Exchange Earnings US $ 32595.86 equivalent to Rs. 2333192 US $ 82152 equivalent to Rs.5724714
Expenditure in foreign currency NIL NIL

Corporate Governance Reports:

Pursuant to Regulation 34 of the SEBI Listing Regulations and otherapplicable provisions the following have been made part of this report.

• Management Discussion and Analysis

• Corporate Governance Report

• Certificate from the Auditors regarding compliance of conditionsof Corporate Governance.

• Declaration on compliance with Code of Conduct

• Certificate of the Managing Director and the Chief FinancialOfficer on the financial statements

• Certificate of non-disqualification of Directors by a PracticingCompany Secretary

Obligation under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013:

Your Company has in place a policy for prevention of sexual harassmentin line with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and an Internal Complaints Committee has been set upto look into complaints relating to sexual harassment. During the year 2020-21 no suchcomplaint has been received.

Appreciation

The Directors are thankful to the members customers vendorsbroadcasting channels marketing agencies bankers for their confidence and continuedsupport extended to the company. The directors are grateful to the Central and StateGovernments Securities and Exchange Board of India Reserve Bank of India Registrar ofCompanies and other Government/ Regulatory Authorities for their continued cooperation.

The Directors would like to express their sincere thanks to the FilmProducers Council Distributors Associations Actors Actresses Sponsors and variousother agencies associated with film and television industry and millions of viewers andplace on record the support extended by them.

The Directors also place on record their appreciation to all theemployees for their commendable contribution at various levels.

For and on behalf of the Board of Directors
-Sd-
R Radikaa Sarathkumar
Chennai (DIN : 00238371)
13th November 2021 Chairperson & Managing Director

.