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 2019. Consolidated performance of theCompany has been referred to wherever required.
Summary financial performance of the Company is provided below and a more detailedreport state of it's affairs are included in the Management Discussion and Analysis: (Rs.in Lakhs)
|Particulars || |
| ||2017-18 ||2018-19 ||2017-18 ||2018-19 |
|Revenue from Operation ||2912.02 ||2803.75 ||2912.02 ||2803.75 |
|Other income ||18.15 ||13.30 ||18.15 ||14.25 |
|Finance cost ||112.59 ||119.85 ||112.61 ||119.92 |
|Depreciation and amortization Expenses ||59.13 ||51.47 ||59.13 ||51.47 |
|Profit/ (Loss) before Exceptional Items and Tax Expenses ||87.57 ||(776.91) ||84.23 ||(777.41) |
|Exceptional Items ||- ||- ||- ||- |
|Profit/ (Loss) before Tax ||87.57 ||(776.91) ||84.23 ||(777.41) |
|Tax expenses / provisions ||12.22 ||19.97 ||12.22 ||19.97 |
|Profit after Tax ||75.35 ||(796.88) ||72.02 ||(797.39) |
|Other Comprehensive Income ||(274) ||(0.08) ||(274) ||(0.08) |
|Total Comprehensive Income ||72.61 ||(796.96) ||71.92 ||(797.47) |
The Directors have not recommended any dividend to be paid for the financial year ended31st March 2019 considering current year losses.
The Company does not propose to transfer amounts to the general reserve.
During the financial year 2018-19 your Company's authorized capital was increased fromRs.111500000/- (Rupees Eleven Crores Fifteen Lakhs Only) to Rs.150000000 /- (RupeesFifteen Crores Only) by creation of additional 19250000 (One Crore Ninety Two LakhFifty Thousand) equity shares of Rs.2/- (Rupees Two) each. The said increase in authorizedshare capital was pursuant to approval of shareholders at the Extra-Ordinary GeneralMeeting held on 29th December 2018.
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.
Particulars of loans guarantees and investments:
Particulars of loans guarantees and investments have been discussed in the financialstatements.
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.
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 || |
01-04-2018 to 31-03-2019
|(c) Reporting currency and exchange rate as on the last date of the relevant financial year || |
Sing $ / Rs.51.1286
|(d) Percent of shareholding || |
| ||(in Sing $) ||(in Rs.) |
|(e) Share Capital ||20000 ||987584 |
|(f) Reserves & Surplus ||(63434) ||(3155720) |
|(g) Total Assets ||117 ||5982 |
|(h) Total Liabilities ||43551 ||2626702 |
|(i) Investments ||- ||- |
|(j) Turnover (Provision Reversal) ||18t89 ||94930 |
|(k) Profit before taxation ||(1006) ||(50556) |
|(l) Provision for taxation ||- ||- |
|(m) Profit after taxation ||(1006) ||(50556) |
|(n) Proposed dividend ||- ||- |
The audited accounts of the subsidiary are available on company's website www.radaan.tvand copy shall be provided to shareholders who ask for it. Policy for determining materialsubsidiaries of the Company is also available on the website of the Company www.radaan.tv.
Directors and key managerial personnel:
Mr. Arunachalam Krishnamoorthy (DIN:00386122) Mr. Janardan Krishna Prasad(DIN:03397294) Mr. Vellayan Selvaraj (DIN:00052444) were appointed as independentdirectors at the annual general meeting of the Company held on 29th September2014 in terms of provisions under the Companies Act 2013 ("Act") anderstwhile Clause 49 of the Listing Agreement. The terms and conditions of appointment ofindependent directors are as per Schedule IV of the Act same is available in the websiteof the company at www.radaan.tv. The tenure of such appointment was for five years endingon 28th September 2019. Their reappointment as Independent Director for anotherconsecutive period of five years (second term) has been approved by the Board of Directorsand recommended for consideration of shareholders at the forthcoming Annual GeneralMeeting. They have submitted declaration that each of them meets the criteria ofindependence as provided in section 149(6) of the Act and Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBIListing Regulations") and not disqualified from being appointed as Directors.
Mr. Ramanathan Sarathkumar (DIN: 00238601) retires by rotation and being eligible hasoffered himself for reappointment.
Mrs.R Radikaa Sarathkumar (DIN:00238371) Chairperson & Managing Director; Mr.Ramanathan Sarathkumar Whole-time Director; Mrs.Radikaa Rayane (DIN:08350418) Whole-timeDirector; Mr. Muruguvannan Kavirimani Chief Financial Officer Mr. Kanhu Charan SahuCompany Secretary and Mr. AL Venkatachalam Chief Executive Officer (since resignedeffective from 10th May 2018) were the key managerial personnel of theCompany pursuant to the provisions of section 203 of the Act.
The tenures of Mr. R Radikaa Sarathkumar as Chairperson & Managing Director; andMr. Ramanathan Sarathkumar as Whole-time Director were completed on 31st March2019. Their reappointment for further period of three years has been approved by the Boardof Directors and recommended for consideration of shareholders at the forthcoming AnnualGeneral Meeting.
Mr. Radikaa Rayane was appointed as an Additional Director with effect from 1stMarch 2019 to hold the office upto the date of ensuing Annual General Meeting("AGM") and offers herself for appointment as Director at the AGM. She was alsoappointed by approval of the Board of Directors as whole-time director for three yearswith effective from 1st March 2019 which is subject to shareholders' approvalat the AGM.
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.
One of the key functions of the Board is to monitor and review the Board evaluationframework. The Board in consultation with the Nomination and Remuneration Committee laysdown the evaluation criteria for the performance evaluation of Executive/Non-Executive andIndependent Directors.
The following are the criteria on the basis of which the Directors are evaluated:
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 circulated to the Membersof the Board for seeking feedback from the Directors on various aspects such as Board's& Committees' functioning knowledge & skills of the Board of Directors managingrelationships fulfilment of independent criteria by Independent Directors leadership& strategy formulation by Executive Directors etc. The questionnaire of the survey isa key part of the process of reviewing the functioning and effectiveness of the Board& Committee and for identifying possible paths for improvement.
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 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.
Copy of the Annual Return of the Company as per Section 92(3) of the Companies Act2013 is available on the Company website www.radaan.tv. An extract of annual return in theprescribed form MGT-9 is given in Annexure I as part of this report.
There are no instances of frauds reported by auditors pursuant to sub-section (12) ofSection 143 which are reportable to the Central Government.
M/s.SRSV & Associates Chartered Accountants (Firm Reg. No.015041S) were appointedas Statutory Auditors of the Company at the AGM held on 30th September2017fora term of 5 (five) consecutive years. The requirement for ratification ofappointment of auditors by the members at every AGM is done away with vide the Ministryof Corporate Affairs notification dated May 07 2018.
The statutory auditors have issued their report on the standalone and consolidatedfinancial statement of the company and the same were appended here to this report. Theauditors reports on standalone and consolidated financial statements do not contain anyqualification reservation oradverse remark.
As per provisions under section 204 of the Companies Act 2013 the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Regulation 24A of theSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 Mr. R KannanPracticing Company Secretary was appointed to conduct secretarial audit for the financialyeatr. Report of the secretarial auditor is given as Annexure II which does notcontain any qualification reservation or adverse remarks.
Cost Records and Audit:
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.
Reconciliation of Share Capital Audit:
Aqualified 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 at www.radaan.tv.
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 |
|Executive Directors: || |
|Mr. Ramanathan Sarathkumar ||19.94 |
|Mrs.Radikaa Rayane* ||4.48 |
|Considering full year salary including as full time employee of the company prior to her appointment as whole-time director effective from 1s March 2019 |
| || |
|Independent Directors: || |
|Mr. A Krishnamoorthy ||0.95 |
|Mr. J Krishna Prasad ||1.00 |
|Mr. V Selvaraj ||0.81 |
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 financial year |
|Mr. Ramanathan Sarathkumar Whole-time Director ||- |
|Mr. M Kavirimani Chief Financial Officer ||5.0 |
|Mr. AI Venkatachalam Chief Executive Officer* ||- |
|Mr. Kanhu Charan Sahu Company Secretary ||5.0 |
|Mrs.Radikaa Rayane Whole-time Director** ||5.0 |
|Mr. A Krishnamoorthy Independent Director ||25.0 |
|Mr. J Krishna Prasad Independent Director ||24.0 |
|Mr. V Selvaraj Independent Director ||21.0 |
*resigned with effect from 10th May 2018
**considering full year salary including as full time employee of the company prior toher appointment as whole-time director effective from 1s March 2019
iii The percent increase in the median remuneration of employees in the financial year- 2.7%
iv The number of permanent employees on the rolls of the company - 64
v During the year no increment was made in the salary of employees including themanagerial personnel. In case of some employees the gross payment was increased aroundfive percent to the extent of festival ex-gratia who were not paid during previous year.
vi The remuneration is as per the remuneration policy of the company.
vii 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.
Transactions with Related Parties:
In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is also available onthe Company's website www.radaan.tv. The Policy intends to ensure that proper reportingapproval and disclosure processes are in place for all transactions between the Companyand Related Parties. All Related Party Transactions ("RPT") entered during theyear were placed before the Audit Committee for review and approval.
A complete list of RPTs as required under the accounting standards is provided as partof Notes to Accounts. The information on transactions with related parties pursuant toSection 134(3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014are given in Annexure IV in Form AOC-2 and the same forms part of the Board'sreport.
The Company has in place a Risk Management Policy pursuant to Section 134 of theCompanies Act 2013 which is published in the website of the Company at www.radaan.tv.The Board of Directors and the Audit Committee shall be responsible for framingimplementing and monitoring the risk management plan of the company. Senior Executivesshall be responsible for implementation of the risk management system as may be applicableto their respective areas of functioning.
The major risks identified by the business/functions and the ways mitigation has beencovered in the management discussion and analysis.
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 31-03-2018 ||Year ended 31-03-2019 |
|Foreign Exchange Earnings ||US $ 496918 equivalent to Rs.31580421 ||US $ 378319 equivalent to Rs.26058063 |
|Expenditure in foreign currency ||Sing $ 10000 equivalent to Rs.474000 ||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
Certificate of non-disqualification of Directors by a Practicing CompanySecretary
Obligation under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013:
Your Company has in place a policy for prevention of sexual harassment in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and an Internal Complaints Committee has been set up to look intocomplaints relating to sexual harassment. During the year 2018-19 no such complaint hasbeen received.
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 2019 ||Chairperson & Managing Director |