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Directors Report of Raj Television Network Ltd.

Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 21st Annual Report of the Company together with the Audited Statements of Acounts for the year ended 31st March 2015 as under:- (Rs in Lakhs)

1. FINANCIAL SUMMARY/HIGHLIGHTS OF THE COMPANY:

Particulars Year ended 31st March, 2015 Year ended 31st March, 2014

Revenue from Operations 8,250.11 7,946.55

Other Income 139.09 107.26

Total Income 8,389.20 8,053.81

Total Expenditure 5,811.98 5,601.44

Profit / (Loss) before Interest, Depreciation & Tax 2,577.23 2,452.37

Interest 647.14 467.59

Profit / (Loss) before Depreciation & Tax (PBDT) 1,930.09 1,984.77

Depreciation 633.47 395.71

Profit / (Loss) before Tax (PBT) 1,296.62 1,589.06

Provision for Taxation 480.79 297.85

Profit / (Loss) After Tax (PAT) 815.83 1,291.22

Balance brought forward 4016.42 3081.18

Adjustment of Depreciation as per transitional provisions 707.1

Amount available for appropriations 4125.15 4372.4 Appropriations:

Dividend

Equity Shares 259.56 194.67

Tax on Dividend

Equity Shares 51.89 32.07

General Reserve - 129.78

Balance carried forward 3813.7 4016.52

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on internal financial control framework and compliance systems established in the Company, the work performed by statutory, internal and secretarial auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Company's internal financial controls were adequate and effective during the Financial Year 2014-15.

3. DIVIDEND:

Equity Shares : Your Directors recommend final dividend at the rate of Rs .50 paise per equity share of Rupees 5 paid up for the Financial year ended 31st March 2015. Equity Dividend, upon approval by members if approved by Members of the Company at the ensuing Annual General Meeting, shall be payable on the outstanding equity capital as at the book closure date. The outflow on account of Equity Dividend and the tax on such dividend distribution, based on current paid-up capital of the Company would aggregate to Rs. 3.11 crrores, resulting in a payout of 38 % of the profits of the Company on a stand-alone basis.

Equity dividend payout for the year under review has been formulated in accordance with the Company's policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

4. RESULT OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS, CHANGE IN THE NATURE OF BUSINESS, IF ANY:

- Your Company achieved revenue from operations Rs. 8389.20 lakhs as against Rs.8053.81 lakhs in the P.Y The Total Expenditure for the period is Rs.7092.58 lakhs as against Rs.6464.75 lakhs in the Previous Year.

- The performance of the Company is mainly affected by increased spent for launch of the Kannada News Channels and change in the depreciation policies adopted by the Company as per the new Companies Act 2013 and other administrative expenses.

- Net Proft after tax stood at Rs.815.83 lakhs as compared to Net profit after tax Rs.1291.22 lakhs in the Previous Year.

5. BUSINESS OVERVIEW

Your Company had a successful F.Y.2014-15 with good financial results, reflecting our focus on regional market consolidation and exploring various new platforms of revenue generation.

Business Description

Your Company, today, is an established Television Company in the Tamil broadcasting industry in South India. The network is presently runs 13 Channels and has 13 Channel licenses in various languages and genre and 3 more licenses are in the pipeline to launch 3 more channels. Your Company has own uplinking station and Exclusive Transponder facility. Your Company broadcasts the channels in whole of India, as well as parts of South East Asia, and the Middle East.

Future Projects

Your Company undertakes several production projects with the right mix of self produced and outsourced productions, to mitigate financial risk and obtain large revenues. With self-produced content, the Company gets complete right over the content, and can build its own intellectual property base.

Your Company has an advantage of being a mass channel with its extensive line up of attractive programming to cater the entire family. The channels of the network reach a wide variety of audiences as it satisfies people of all ages, The Channel offers a right mix of movies, serials, debates, cultural, educational, cookery, handicrafts and religious programmes satisfying the needs of the entire community ranging from Urban to the rural audience.

During the Current Year, Company plan to increase our offering in Telugu and Malayalam languages covering different genres. Healthy advertising revenues are expected from the new Channels. Your Company is exploring various other delivery platforms such as direct to handheld and various other OTT technologies. All these new initiatives are expected to augment the income substantially and help to post better results in this year. This will give the Company a place in the minds of people leading to numbers provided by recognized rating agencies and increase fund flow from the operations. There are no significant changes in nature of business during the Financial Year 2014-15.

6. SHARE CAPITAL

During the year under review , Company has not issued any shares or any other securities including DR/GDR/FCCB/ WARRANTS/BONDS, ESOP during the year.

7. PUBLIC DEPOSITS:

During the year, the Company has neither invited nor accepted any deposits from the public or its employees.

8. CORPORATE GOVERNANCE & POLICIES

Your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement and applicable provisions of Companies Act, 2013.

A detailed report on Corporate Governance together with the Statutory Auditors' Certificate on compliance is attached to this Annual Report. Management's Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are presented in separate sections forming part of the Annual Report. The Audit Committee of the Board has been vested with powers and functions relating to Risk Management which inter alia includes (a) review of risk management policies and business processes to ensure that the business processes adopted and transactions entered into by the Company are designed to identify and mitigate potential risk; (b) laying down procedures relating to Risk assessment and minimization; and (c) formulation, implementation and monitoring of the risk management plan. In compliance with the requirements of section 178 of the Companies Act, 2013, the Nomination & remuneration Committee of your Board had fixed various criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification / experience, areas of expertise and independence of individual. Your Company has also adopted a Remuneration Policy, salient features whereof is annexed to this report. Your Board has in accordance with the requirements of Companies Act, 2013 and Clause 49 of the Listing Agreement has adopted new policies and amended existing policies such as policy on Related Party Transaction, Code of Conduct for Directors and Senior Management, Corporate Social Responsibility Policy and Whistle Blower and Vigil Mechanism Policy.

9. LISTING AGREEMENT

The Company has complied with all the requirements of the listing agreements of BSE & NSE except compliance to clause 49(II)(A)(1) of equity listing agreement as entered by the issuer Company (appointment of Woman Director) - as the issuer Company requires the prior permission and approval of the Ministry of Information and Broadcasting and Ministry of Home Affairs, and the approval was in process as at 31st March 2015.

In terms of Clause 49 (II)(A)(1) of the Listing Agreement, the Company was needed to have at least one woman director on its board. Hence at the AGM held on 19-09-2014 in view of notice received from a member of the Company in terms of Section 160 of the Companies Act, 2013 had appointed Smt. Amudha Rajendran as a Director (Woman Director). As the appointment of Smt. Amudha Rajendran as a Director of the Company had happened due to the proposal obtained from a member of the Company in terms of the provisions of the Companies Act, 2013 the Company had not obtained the prior approval from the Ministry of Information and Broadcasting, New Delhi for appointing herself as a Director of the Company as required in terms of Clause 5.10 of the "Guidelines for uplinking of News and Current affairs TV Channels from India" and also in terms of Clause 5.11 of the "Policy Guidelines For Downlinking of Television Channels".

As the prior permission and approval of the Ministry of Information and Broadcasting and Ministry of Home Affairs, New Delhi was not obtained by the Company, Smt. Amudha Rajendran had resigned from the office of the directorship of the Company with effect from 31-01-2015. Presently the Board of Directors of the Company had applied to Ministry of Information and Broadcasting, New Delhi for co-opting Smt.Vijayalakshmi Ravindran as an Additional Director (Woman Director) by the Board and accordingly had authorized its officials to make necessary steps in this connection.

10. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

11. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Your Board comprises of 8 Directors including 4 Independent Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Clause 49 of the Listing Agreement. During F.Y 2014-15 your Board met 5 (Five) times details of which are available in Corporate Governance Report annexed to this report. Mr. M. Rajarathnam and Mr. M. Raghunathan Executive Directors are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible , offers themselves for re-appointment. Your Board recommends their re-appointment. In compliance with the requirements of Section 203 of the Companies Act, 2013, Mr. Jeyaseelan , Chief Finance Officer and Mr. Joseph Cheriyan -Company Secretary & Compliance Officer of the Company were nominated as Key Managerial personnel.

DIRECTORS SEEKING FOR RETIREMENT BY ROTATION

Directors Shri. M. Raghunathan (Holding DIN 00662769) and Shri. M. Rajarathnam (Holding DIN 00839174), who retires by rotation and being eligible, offers themselves for re-appointment.

BOARD MEETINGS

The Board of Directors met 5 times during this financial year. The Board meetings were held on 28th April 2014, 13th May 2014, 29th July 2014, 27th October 2014 and 21st January 2015.

BOARD EVALUATION

In a separate meeting of Independent Directors held during the F.Y. 2014-15, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated.

The details about the appointment, re-appointment, change in Designation, resignation of Directors (along with fact of resignation), Managing Directors, Whole Time Directors, KMP, Independent Directors is annexed to this report.

12. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

13 .BOARD & AUDIT COMMITTEE

The details regarding number of board meetings held during the financial year and composition of Audit Committee is furnished in the Corporate Governance Report.

14. AUDITORS AND AUDITORS' REPORT I. Statutory Auditors

M/s. Pratapkaran Paul & Co., Chartered Accountants, having Firm Registration No. 002777S, Chennai - 600 034, the retiring auditors holds office until the conclusion of the ensuing Annual General Meet- ing and is eligible for reappointment.

Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of the opinion that continuation of M/s. Pratapkaran Paul & Co., Chartered Accountants, as Statutory Auditors during F.Y2015- 16 will be in the best interests of the Company and therefore, Members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till next Annual General Meeting at remuneration be decided by the Board.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

II. Secretarial Auditor

The Members has appointed CS.V. Nagarajan & Co., Practising Company Secretary, to conduct Secretarial Audit for the F.Y 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

III. Internal Auditor

The Board of Directors has appointed M/s. Saravanan & Co,. Practising Chartered Accountant as Internal Auditors for the F.Y. 2014-15.

15. DISCLOSURES

I.PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS :

During the period under review, Company has no transactions to be reported under the disclosure of Particulars of loans, guarantees and investments made by the Company required under section 186 (4) of the Companies Act, 2013.

II.TRANSACTIONS WITH RELATED PARTIES:

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Information on material transactions with related parties pursuant to Section 134(3)(h) of the Act, read with rule 8(2) of the Companies (Accounts) Rules, 2014, in form AOC-2 is annexed to this report.

III.DEPOSITS & UNCLAIMED DIVIDEND :

Your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013. During the year under review, in terms of provisions of Investors Education and Protection Fund (Awareness and Protection of Investors) Rules, 2014, unclaimed dividend declared by the Company for financial year 2007-08, aggregating to Rs.54,355/-and Unclaimed IPO refund amount Rs. 1,20,904/- was transferred to Investors Education and Protection Fund.

IV. Extract of Annual Return :

The Extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is annexed to this report.

V. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the year 2014-15.

VI. REGULATORY ORDERS:

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future.

VII .CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company is into the business of Broadcasting of General Entertainment Television Channels. Since this business does not involve any manufacturing activity, most of the information required to be provided under Section 134(3) (m)) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are Nil / Not Applicable.

ANNEXURE TO VII ABOVE - the information, as applicable, is given here under:

a) Conservation of Energy:

(i) the steps taken or impact on conservation of energy

(ii) the steps taken by the Company for utilizing alternate sources of energy

( iii ) the capital investment on energy conservation equipments

Your Company, being a service provider, requires minimal energy consumption and every endeavour is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

(i) the efforts made towards technology absorption

(ii) the benefits derived like product improvement, cost reduction,product development or import substitution

(iii) in case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year)-

(a) the details of technology imported.

(b ) the year of import;

(c) whether the technology been fully absorbed.

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.

(iv) the expenditure incurred on Research and Development

Your Company uses latest technology and equipment's into its Broadcasting business. However since the Company is not engaged in any manufacturing, the information in connection with technology absorption is Nil.

VIII) HUMAN RESOURCES & PARTICULARS OF EMPLOYEES

Being in the business of creativity and business of people, to ensure sustainable business growth and become future ready, over the years your Company has been focusing on strengthening its talent management and employee engagement processes and through the year, organisation's engagement scores has improved to highest percentile in the entertainment sector.

PARTICULARS OF EMPLOYEES

Your Company had 625 employees as of March 31, 2015 as against 515 employees as of March 31, 2014 and your Company provided additional employment opportunity to 112 people and empowered the human resource assets during the year. Requisite disclosures in terms of the provisions of Section 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with statement showing names and other particulars of the employees drawing remuneration in excess of the limits prescribed under the said rules requires your Company to disclose the particulars of employees who are in receipt of remuneration of Rs. 60 lakhs or more per annum and those who were in receipt of remuneration of Rs. 5 lakhs or mores per month. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.(Director's Report Annexure V -B).

IX. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Section 177 of the Companies Act, 2013 requires every listed Company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed.

The Company has adopted a Code of Conduct for Directors and Senior Management Personnel ("the Code"), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel.

Any actual or potential violation of the Code, howsoever insignificant or perceived as such, is a matter of serious concern for the Company. Such a Vigil Mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. Effective October 1, 2014, Clause 49 of the Listing Agreement between listed companies and the Stock Exchanges, inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called 'Whistle Blower Policy' for employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the company's code of conduct. The Company has laid down code of conduct for Board of Directors and senior management personnel. Report details of establishment of vigil mechanism (for directors and employees to report genuine concerns) pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement.

16. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal Control:

The Company has a defined management reporting system and periodic reviews of it business to ensure timely check and decision-making. The Management Information System (MIS) forms an integral part of the Company's control mechanism. Any material change in the business process is reported to the Board regularly.

17. DISCLOSURES IN TERMS OF THE PROVISIONS OF SECTION 197 (12) OF THE ACT READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONAL) RULES, 2014 ARE PROVIDED IN THE ANNUAL REPORT.

18. SHAREHOLDING OF DIRECTORS/ PR OMOTERS AND PROMOTER GROUP:

The Managing Director and other whole time Directors along with their spouse and dependent children constituting promoters and Promoter group hold more than two percent of the equity share of the Company in their individual capacity. Independent Directors do not hold any share in the Company.

19. PLEDGING OF THE SHARES BY THE PROMOTERS:

As required under SEBI (Substantial Acquisition and Takeover) Regulation, 1997, the Promoters, promoter group and the Persons acting in concert representing Promoters and promoter Group pledged shares during the financial year.

Details Pledging of the Shares by the Promoters

Sl. No Particulars Year Ended March 31, 2015

A PARTICULARS OF SHAREHOLDING No of Shares

1 Public Share Holding

- Number of Shares 16122857

- Percentage of Shareholding 31.06

2 Promoter and Promoter Group Shareholding

a) Pledged / Encumbered

Number of Shares 2500000

Percentage of Shares (as a % of total share holding 6.99

of promoter and promote group) 4.82

Percentage of Shares (as a % of total share capital of the Company)

b) Non - Pledged / Non -Encumbered

- Number of Shares 33290487

- Percentage of Shares (as a % of total shareholding 93.01 of promoter and promotergroup)

- Percentage of Shares (as a % of total share capital 64.13 of the Company)

Total Promoter Holding 68.94

20. FORMAL ANNUAL EVALUATION:

The performance evaluation of the Board, its Committees and individual Directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, its Committees and self-evaluation. The Chairperson of the Board Nomination and Remuneration Committee (BNRC) held separate discussions with each of the Directors of the Company and obtained their feedback on overallBoard effectiveness as well as on each of the other Directors. Based on the questionnaire and feedback, the performance of every Director was evaluated in the meeting of the BNRC.

21. DISCLOSURE ABOUT COST AUDIT

During the F.Y. 2014-15, the Provision of cost audit requirements is not applicable to the Company.

22. RATIO OF REMUNERATION TO EACH DIRECTOR:

Details / Disclosures of Ratio of Remuneration to each Director to the median employee's remuneration as per Section 197(12) read with Rule 5 (1) (2) & (3) of Cos (Appointment & Remuneration) Rules, 2014 is annexed to this report.

23. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to NSE & BSE where the Company's Shares are listed.

24. SHARES IN SUSPENSE ACCOUNTS:

As required under Clause 5A of the Listing Agreement, 2 shareholders and 116 numbers of outstanding shares are lying in the suspense account at the beginning and end of the year. The Company has not been approached by any of these shareholders. The voting rights on the shares outstanding in the suspense account as on March 31, 2015 shall remain frozen till the rightful owner of such shares claims the shares. In compliance with the said requirements, these shares will be transferred into one folio in the name of 'Unclaimed Suspense Account' in due course.

25. DIRECTORS' RESPONSIBILITY STATEMENT:

PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013 (THE ACT'), IN RELATION TO THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2014-2015, YOUR DIRECTORS CONFIRM THAT:

(a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2015 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

(b) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015, and, of the profit of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act, to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) Requisite internal financial controls were laid down and that such financial controls are adequate and operating effectively; and

(e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

26. ACKNOWLEDGEMENT:

The Directors take this opportunity to thank all their valued customers, business associates and vendors for their kind support. The Directors also record their appreciation for the sincere and dedicated efforts put in by all Employees. Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company at all levels that has contributed to your Company's success and remain in the forefront of media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments / regulatory authorities viz. the Ministry of Information & Broadcasting, the Department of Telecommunication, Ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India, Foreign Investment Promotion Board, the Stock Exchanges and Depositories and other stakeholders including viewers, producers, vendors, financial institutions, banks, investors , service providers and all our stakeholders. Your directors also place on record their appreciation of the tireless efforts of Team RAJTV, a dedicated and loyal band of people who have displayed unswerving commitment to their work in these challenging times and helped the Company deliver good results.

For and on behalf of the Board of Directors

Sd/- -Sd/-

M.Rajendran M Ravindran,

Chairman & Managing Director Director

Place: Chennai Date : 27th May 2015


Mar 31, 2014

Dear Members

The Directors take pleasure in presenting the 20th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2014.

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, in relation to the Annual Financial Statements for the Financial Year 2013-2014, your Directors confirm the following:

a) The Financial Statements comprising of the Balance Sheet as at March 31, 2014 and the Statement of Profit & Loss for the year ended on that date have been prepared in the revised format of Schedule VI of Companies Act, 1956 on a going concern and on the accrual basis and in the preparation of these Financial Statements, applicable accounting standards have been followed and there are no material departures;

b) Accounting policies selected were applied consistently and the judgements and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

d) Directors had prepared the annual accounts on a going concern basis.

The Financial Performance of your Company for the year ended March 31, 2014 is summarized below:

(Rupees in lakhs) Particulars Year Ended 31.03.2014 Year Ended 31.03.2013

Revenue from operations 7,946.55 6,752.73

Other Income 107.26 74.41

Total income 8,053.81 6,827.14

Total Expenses 6464.74 5861.45

Profit Before Tax 1589.06 965.68

Provision for Taxation 289.85 37.06

Profit after Tax (PAT) 1291.21 928.62

Add : Balance brought forward 3,081.18 2,396.26

Amount vaialble for appropriations 4,372.40 3,324.89

Appropriations - -

Interim Dividend (Rs.0.50/- per share, Previous year Rs.Nil) 64.89 -

Tax on Interim Dividend11. 02 -

Proposed final Dividend (Rs.0.50/- Per share previous year Rs.1/- per share 129.78 129.78

Tax on Proposed Dividend 21.06 21.06

Amount transferred to General Reserve 129.12 92.86

Balance carried forward 4,016.53 3,081.18

OPERATIONS REVIEW

The Company achieved revenue of Rs. 8053.81 Lakhs as against Rs. 6827.13 lakhs in the previous year.

Net profit after tax stood at Rs. 1291.21 lakhs as compared to Profit after tax of Rs. 928.62 Lakhs in the previous year.

DIVIDEND

In view of the better performance made in the current year, company paid an Interim Dividend of 5 % (Rs. 0.50 /- per equity share of Rs. 10 each ) before evaluate and issue of bonus shares by the company. Further the Board of Directors recommends 5% , dividend ,ie Rs. 0.25 paisa per equity Share of Rupees Five each, as final dividend on the equity shares of the company for the year ended March 31, 2014 and such Dividend shall be payable subject to approval of the Members of the Company. The outflow on account of Dividend, and the tax on such dividend distribution, based on current paid-up capital of the Company would aggregate to Rs. 226.86 million, resulting in a payout of 43.70% of the profits of the Company on a standalone basis.

SHARE CAPITAL

During the year under review, your Company on the occasion of completion of 20 years of broadcasting business, with the approval of the shareholders at the EGM, the authiorised capital of the company was increased from 15 crores to 30 cores and reclassified the face value of the equity shares from rupees ten fully paid up to rupees five fully paid up and had allotted 25956672 equity shares at the rate of 1:1 as fully paid up Bonus Shares. The said Bonus Shares were listed and admitted for trading in BSE Limited and National Stock Exchange of India Limited on 29th March 2014. The Company has not issued any shares except Bonus Shares or any other security including DR/GDR/FCCB/Warrants during the year 2013-2014.

BUSINESS OUTLOOK

In Calendar Year 2013, the Indian Media & Entertainment (M&E) industry registered growth of approximately 12 per cent, according to the FICCI-KPMG report 2014. Overall growth remained muted, largely caused by the slowdown of the Indian economy.

Your Company maintained the growth rate in Financial Year 2014 though the year gone by witnessed a muted growth in the Indian economy which had an impact on the overall television advertising spends recording low double digit growth, that too in spite of low GDP. Financial Year 2014 being the landmark year for the television industry in many ways, witnessed implementation of 12 minute advertising cap by majority of the broadcasters, change in television measurement metric from GRPs to TVTs, formation of a joint industry body Broadcast Audience Research Council (BARC), for nationwide audience research, implementation of second phase of digitisation which is a positive development to boost subscription revenues and the latest TRAI tariff order, which permitted a positive fillip to the subscription revenues. Digitization of cable saw progress of Television industry moving in the right direction, with the mandatory Digital Access System (DAS) rollout almost complete in Phase II cities. The impact was felt to the extent that carriage fees saw a reduction of 15-20 per cent overall, however the anticipated increase in ARPUs and subscription revenues for broadcasters and MSOs (Multi System Operators) is expected to be realized only over the next 2-3 years.

FUTURE PROJECTS

The main objective of the Company''s business plan is to reach each and every household across the World. The digital drive led by the exponential growth of DTH has been an outstanding feature over the last few years. With the focus shifting towards addressable infrastructure there will be a speeding up of digitization in India going forward. So, the Company is reaching out various multiple distribution platforms like, DTH, digital cable, OTT TECHNOLOGY , DAS, mobile TV etc to increase its overall reach which will result in adding more as subscription revenue. The Company''s Channels are now available in all the major DTH platforms in India. During the year under review, Company focused on achieving the expansion of our channel base in new regional markets and started the operation of its News Channel ''RAJ NEWS KANNADA'', with this confidence and brand reach, we plan to increase our offering in Telugu, Malayalam and Hindi Languages.

Your company expects good potential for revenue generation in the coming years, by exploring the hidden assets-movie rights by way of digitization in various languages & dubbing. In case of subscription revenues, the DTH ARPUs have shown a positive trend. While digitisation has brought multiple niche channels for the viewers, it hasn''t resulted in a dramatic shift in the viewing preferences. GECs have maintained the same share of viewing over the niche channels. The growth trend for subscription revenues largely depends on the roll out of the Phase III and IV of digitization. The timely roll out of these phases will certainly benefit the industry. The company had already initiated various developments especially in the web based platforms such as Google, internet, Android and Apple kind mobile applications, and the company started its own Website for exploring the new avenues of content distribution as ''rajtv.tv'' , and this move will help in terms to view and archive the existing programs of the company.

STATUTORY INFORMATION

During the year, the Company has neither invited nor accepted any deposit from the public or its employees.

The Company has complied with all the requirement of the listing agreement of BSE and NSE. The Company has also paid all the listing fees and there are no arrears till date.

Your Company is committed to maintain best corporate governance practices, the internal governance policies are well documented and the Company has put in place a formalised system of Corporate Governance setting out the structure, processes and practices of governance within the Company.The Company has implemented all the stipulations prescribed under the Clause 49 of the Listing Agreement. A report on Corporate Governance together with Auditors'' Certificate on compliance with the conditions of the said clause is provided as an annexure to this Report.

Your Company has at a unified and centralised level, put in place a Corporate Social Responsibility (CSR) policy which is based on a belief that a Business cannot succeed in a society that fails and therefore it is imperative for business houses, to invest in the future by taking part in Social building activities. During the year Your Company mission is to bring qualitative changes to the lives of the under privileged and deserving people of Tamil Nadu. As a part of the ongoing effort, Raj Television Network conduct s the event titled Mudhalvan Awards every year to encourage academic excellence.As part of the sincere effort to encourage academic excellence, Raj TV instituted Mudhalvan Awards in the year 1999. In pursuance of its commitment, Raj TV is conducting the Mudhalvan Awards for the 16th year in succession with Mudhalvan Awards 2014.During the year, Your Company honoured women achievers for excelling in their different fields such as medicine, education, fine arts and others on the occation of Woman''s Day.

Management''s Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India is presented in a separate Annexure to this report.

Accounting Standard (AS) 10 on ''Accounting for Fixed Assets'' permits the revaluation of fixed assets.

During the year, the fixed asset Land holding of the company was revalued, in order to reflect the true and fair presentaion of the value of the asset in the financial statements and theres are no material changes in the financial statements due to the revaluation of land and the increase in Net Book Value arising on revaluation of Land to the extent of Rs.442,045,618/- was credited to Revaluation Reserve. The details are :-

Details of Property Revaluation

Property details Existing Value Revalued Value Break up- Rs Rs Land Rs

01 Property in the name of the company, situated at DoorNo.32,Poes Road No TVo/13, Poes Road N No 2 53/1 Po & es Roa Poes Road ,11,55,33,547 55,75,79,165 55,75,79,165 No.12/51, Poes Road and No. 10/52, Poes Road

Revaluation reserve Created: Rs. 44,20,45,618/- in the financial statements

As per the provisions of Companies Act, 2013, Independent Directors are required to be appointed for a term of maximum of 5 (five) consequent years and Independent Directors shall not be liable to retire by rotation. Accordingly, independent directors of your company Mr. D R Kaarthikeyan, Mr, A Arjuna Pai, Mr, R Rajagopalan and Mr Mohan Kameswaran , who were arlier appointed as Independent Directors, liable to retire by rotation and retiring at the ensuing AGM , and being eligible offer themselves for reappointment as per the terms of his earlier appointment, is proposed to be appointed as an Independent Director liable to retire by rotation.Your Board recommends the said appointment.Brief resume and details of Directors proposed to be appointed / re-appointed at the ensuing Annual General Meeting are included in the Annual Report. Your Board recommends their reelection.

The Statutory Auditors M/s Pratapkaran Paul & Co, Chartered Accountants, Chennai , having Firm Registration (ICAI Registration No.002777S) , holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of the opinion that continuation of M/s Pratapkaran Paul & Co, Chartered Accountants, Chennai as Statutory Auditors during FY 2014-15 will be in the best interests of the Company and therefore, Members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till next Annual General Meeting at remuneration as may be decided by the Board.

The Auditor''s Report to the members does not contain any qualification or adverse remarks on the financial reporting and disclosure of the Company (except on revaluation of land).

REPLY TO THE AUDITOR''S REMARKS :

This is with regard to the audit remarks made by the statutory Auditor of the Company in their Report.Your Directors would like to inform that during the year, the fixed asset Land holding of the company was revalued, in order to reflect the true and fair presentaion of the value of the asset in the financial statements and theres are no material changes in the financial statements due to the revaluation of land.

The Notes to Accounts forming part of the financial statements are self-explanatory and need no further explanation.

Pursuant to the Cost Audit Order as notified by the Ministry of Corporate Affairs (Cost Audit Branch) vide circular dated May 2, 2011 read with Cost Accounting Records (Telecommunication Industry) Rules 2011 as notified by the Ministry of Corporate Affairs (MCA) vide GSR 869(E) dated December 7, 2011, the Company has appointed, Mrs . Subhashini, Practicing Cost Accountant as the Cost Auditor of the Company for the financial year 2013-14 for conducting the audit of the Cost Records of the Company.

Your Company is into the business of Broadcasting of General Entertainment Television Channels. Since this business does not involve any manufacturing activity, most of the Information required to be provided under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable. Your Company, being a service provider, requires minimal energy consumption and every endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

In its endeavor to deliver the best to its viewers and business partners, your Company is constantly active in harnessing and tapping the latest and best technology in the industry.

Particulars of foreign currency earnings and outgo during the year are given in Notes 2.10 to the Accounts forming part of the Annual Accounts.

Your Company had 515 employees as of March 31, 2014 as against 313 employees as of March 31, 2013 and your company provided additional employment opportunity to 202 people and empowered the human resource assets during the year. The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended requires your company to disclose the particulars of employees who are in receipt of remuneration of Rs. 60 lakhs or more per annum and those who were in receipt of remuneration of Rs. 5 lakhs or mores per month. However, during the financial year under review, company does not come under the purview of the above said compliance.

The Managing Director and other whole time Directors along with their spouse and dependent children constituting promoters and Promoter group hold more than two percent of the equity share of the Company in their individual capacity. Independent Directors do not hold any share in the Company.

As required under SEBI (Substantial Acquisition and Take over) Regulation,1997, the Promoters, promoter group and the Persons acting in concert representing Promoters and promoter Group have pledged sahres to the tune of 5,00,000 shares during the financial year.

As required under Clause 5A of the Listing Agreement, 2 shareholders and 464 numbers of outstanding shares are lying in the suspense account at the beginning and end of the year. The Company has not been approached by any of these shareholders. The voting rights on the shares outstanding in the suspense account as on March 31, 2014 shall remain frozen till the rightful owner of such shares claims the shares. In compliance with the said requirements, these shares will be transferred into one folio in the name of ''Unclaimed Suspense Account'' in due course.

Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company and its subsidiaries across the world at all levels that has contributed to your Company''s success and remain in the forefront of media and entertainment business.

Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments / regulatory authorities viz. the Ministry of Information & Broadcasting, the Department of Telecommunication, Ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India, the Stock Exchanges and Depositories and other stakeholders including viewers, producers, vendors, financial institutions, banks, investors and service providers.

For and on behalf of the Board of Directors

Raajhendhran M M Rajartahinam Place: Chennai Managing Director Director & CEO. , Date: July 29th , 2014


Mar 31, 2013

Dear Members

The Directors take pleasure in presenting the 19th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS:

The Financial Performance of your Company for the year ended March 31, 2013 is summarized below:

For the year ended (Rs. in Lacs) Particulars 31st March 2013 31st March 2012

Total Income 6827.13 5474.35

Total Expenses 5861.45 4488.64

Operating Profit (EBIDTA) 1720.59 1502.78

Profit after Depreciation and financial charge 965.68 985.71

Profit Before tax 965.68 985.71

Provision for Taxation (net) 37.06 64.40

Profit after Tax 928.62 921.31

Add: Balance brought forward 2396.26 1717.92

Amount available for appropriations 3324.88 2639.23

Appropriations:

Dividend 129.78 129.78

Tax on Dividend 21.05 21.05

General Reserve 92.86 92.13

Balance carried forward 3081.18 2396.26

OPERATIONS REVIEW:

The Company achieved revenue of Rs. 6827.13 Lakhs as against Rs. 5474.35 lakhs in the previous year. Net profit after tax stood at Rs. 928.62 lakhs as compared to Net Profit after tax of Rs. 921.31 Lakhs in the previous year.

DIVIDEND:

In view of the better performance made in the current year, the Board of Directors recommend 10%, dividend, i.e. Re. 1 per equity Share of Rupees Ten each, on the equity shares of the company for the year ended March 31,2013 and such Dividend shall be payable subject to approval of the Members of the Company. The outflow on account of Dividend, and the tax on such dividend distribution, based on current paid-up capital of the Company would aggregate to Rs. 150.83 lacs, resulting in a payout of 16.24% of the Net Profit of the Company on a standalone basis.

SHARE CAPITAL:

The Company has not issued any shares or any other security including ADR/GDR/FCCB/Warrants/ Bonds during the year.

BUSINESS OUTLOOK:

Indian television industry has witnessed the introduction of the much awaited cable digitization in 2012. Despite initial obstacles, Phase I of digitisation in the four metros has been rolled out smoothly resulting in the much needed transparency in the industry. Currently, the Phase II of digitisation is being implemented in 38 more cities across the country. These efforts have translated into enhanced subscription revenues for broadcasters and make them less dependent on advertising and drive higher value creation. Broadcasters will be relieved from paying huge sums as carriage fee, thereby increas- ing profitability and enabling them to focus on better content creation. At the same time, subscription revenues will increase for broadcasters and make them less dependent on advertising and drive higher value creation. Niche and specialist channels will now be able to launch and grow since the shortage of bandwidth created by analogue cable systems no longer hold true. With the process of digitaliza- tion made compulsory at Metro cities and the Industry watchers believe that the same shall be made compulsory to all major cities gradually which shall happen around 3 or 4 years, in this backdrop the company believes that the customers shall become tech savy and our production standards need to be changed to optimize the maximum utility of the digitalization initiated by the Government.

The company had already initiated various developments especially in the web based platforms such as google, internet, Android and Apple kind mobile applications, and the company started its own Website for exploring the new avenues of content distribution as ''rajtv.tv'', and this move will help in terms to view and achieve the existing programmers of the company.

Future Projects:

The main objective of the Company''s business plan is to reach each and every household across the World. The digital drive led by the exponential growth of DTH has been an outstanding feature over the last few years. With the focus shifting towards addressable infrastructure there will be a speeding up of digitization in India going forward. So, the Company is reaching out various multiple distribution platforms like, DTH, digital cable, IPTV, CAS, mobile TV etc to increase its overall reach which will result in adding more as subscription revenue. The Company''s Channels are now available in all the major DTH platforms in India. During the year under review, Company focused on achieving the expan- sion of our channel base in new regional markets with the success of ''RAJ MUSIC KANNADA'' your 24x7 Kannada Music channel launched in the previous year, with this confidence and brand reach, we plan to increase our offering in Kannda with a 24x7 -Kannada News Channel and a Movie Channel with a mass appeal and also, geared up to re-launch three Telugu Channels covering different Genres during the financial year 2013-14. The company expects good potential for revenue generation in the coming years, by exploring the hidden assets-movie rights by way of digitization in various languages & dubbing. The company already started digitisiation of the movie libraries and reproduction of old master piece movies in Digital Platforms/3D and as already announced by the company, the com- pany is started to remake the old master piece Movie titled VEERA PANDIYA KATTABOMMAN in digitasl 3D format, out of our movie collection.

The company is very confident that the project of digitalization of old Tamil masterpiece movies, will argument good business and company received good response from the first movie release'' KARNAN'' in terms of viewer ship and revenue.

Further the company wants to consolidate its position in the Southern Regional TV Channel markets and the company felt that the Andhra Pradesh Market is having good potential in terms of viewer ship and revenue and the company had identified M/s Vissa Television Network Limited, Chennai which had one decade presence in Telugu TV Channel Market and had created its niche market share in the region of Andhra Pradesh, to merge/amalgamate the said company with our company and the board of directors are working on the modalities of the same.

STATUTORY INFORMATION AND DISCLOSURES

Public Deposits:

During the year, the Company has neither invited nor accepted any deposit from the public or its employees.

Listing Agreement:

The Company has complied with all the requirement of the listing agreement of BSE and NSE. The Company has also paid all the listing fees and there are no arrears till date

Corporate Governance:

The Company has implemented all the stipulations prescribed under the Clause 49 of the Listing Agreement. A report on Corporate Governance together with Auditors'' Certificate on compliance with the conditions of the said clause is provided as an annexure to this Report.

Corporate Social Responsibility

Your Company has at a unified and centralised level, put in place a Corporate Social Responsibility (CSR) policy which is based on a belief that a Business cannot succeed in a society that fails and therefore it is imperative for business houses, to invest in the future by taking part in Social building activities. During the year your Company mission is to bring qualitative changes to the lives of the under privileged and deserving people of Tamil Nadu. As a part of the ongoing effort, Raj Television Network conduct s the event titled ''Mudhalvan'' Awards every year to encourage academic excellence. In pursuance of its commitment, Raj TV is conducting the ''Mudhalvan''Awards for the 15th year in succession with ''Mudhalvan''Awards 2013.

For the second consecutive year, Your Company honoured six women achievers for excelling in their respective fields on March 7. Women achievers from different fields such as medicine, education, fine arts and others were honoured.

In association with your Company The First Company Secretaries Benevolent Fund (CSBF) Musical Nite was organized by the ICSI-SIRC on Sunday the 11th November 2012 at Kamarajar Arangam, Chennai. This programme was organized and the proceeds of this program were used as donation to the Company Secretaries Benevolent Corpus Fund.

Management''s Discussion and Analysis Report:

Management''s Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India is presented in a separate Annexure to this report.

Directors:

In accordance with the Articles of Association of the Company, Sri. M Ravindran & Sri. R.Rajagopalan Directors of the Company retire at the ensuing Annual General Meeting and being eligible offer them- selves for reappointment. Your Board recommends their reelection.

Auditors:

M/s Pratapkaran Paul & Co, Chartered Accountants. Chennai, Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and have confirmed that their appointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act. 1956. The Board recommends their reappointment.

The Auditor''s Report to the members does not contain any qualification or adverse remarks on the financial reporting and disclosure of the Company. The Notes to Accounts forming part of the financial statements are self-explanatory and need no further explanation.

Pursuant to the Cost Audit Order as notified by the Ministry of Corporate Affairs (Cost Audit Branch) vide circular dated May 2, 2011 read with Cost Accounting Records (Telecommunication Industry) Rules 2011 as notified by the Ministry of Corporate Affairs (MCA) vide GSR 869(E) dated December 7, 2011, the Company has appointed, Mrs Subhashini, Practicing Cost Accountant as the Cost Auditor of the Company for the financial year 2012-13 for conducting the audit of the Cost Records of the Company.

Conservation of energy, technology absorption and Foreign exchange earnings and outgo

Your Company is into the business of Broadcasting of General Entertainment Television Channels. Since this business does not involve any manufacturing activity, most of the Information required to be provided under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable.

Your Company, being a service provider, requires minimal energy consumption and every endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption

In its endeavor to deliver the best to its viewers and business partners, your Company is constantly active in harnessing and tapping the latest and best technology in the industry.

Foreign Exchange Earnings and Outgo

Particulars of foreign currency earnings and outgo during the year are given in Notes to the Accounts forming part of the Annual Accounts.

Earnings in Foreign Exchange for the year ended 31-3-2013 Rs. 36,873,116. (Previous year Rs. 25,491,590) and Expenditure in Foreign Exchange for the year ended 31-3-2013 Rs. 94,533,434. (Previous year Rs. 49,012,154)

PARTICULARS OF EMPLOYEES

Your Company had 313 employees as of March 31,2013 as against 291 employees as of March 31, 2012 and your company provided additional employment opportunity to 22 people and empowered the human resource assets during the year. The information required under Section 217(2A) of the Com- panies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended requires your company to disclose the particulars of employees who are in receipt of remuneration of Rs. 60 lakhs or more per annum and those who were in receipt of remuneration of Rs. 5 lakhs or mores per month. However, during the financial year under review, company does not come under the purview of the above said compliance.

Shareholding of Directors/Promoters and Promoter group:

The Managing Director and other whole time Directors along with their spouse and dependent children constituting promoters and Promoter group hold more than two percent of the equity share of the Company in their individual capacity. Independent Directors do not hold any share in the Company.

Pledging of the Shares by the Promoters:

As required under SEBI (Substantial Acquisition and Take over) Regulation,1997, the Promoters, promoter group and the Persons acting in concert representing Promoters and promoter Group have not pledged any shares during the financial year.

Shares in Suspense Accounts:

As required under Clause 5A of the Listing Agreement, 2 shareholders and 116 numbers of outstand- ing shares are lying in the suspense account at the beginning and end of the year. The Company has not been approached by any of these shareholders. The voting rights on the shares outstanding in the suspense account as on March 31, 2013 shall remain frozen till the rightful owner of such shares claims the shares. In compliance with the said requirements, these shares will be transferred into one folio in the name of ''Unclaimed Suspense Account'' in due course.

RESPONSIBILITY STATEMENT ''

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, in relation to the Annual Financial Statements for the Financial Year 2012:2013, your Directors confirm the following:

a) The Financial Statements comprising of the Balance Sheet as at March 31, 2013 and the Statement of Profit & Loss for the year ended on that date have been prepared in the revised format of Schedule VI of Companies Act, 1956 on a going concern and on the accrual basis and in the preparation of these Financial Statements, applicable accounting standards have been followed and there are no material departures;

b) Accounting policies selected were applied consistently and the judgements and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31,2013 and of the profit of the Company for the year ended on that date; and

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

d) Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribu- tion made by employees of the Company all levels that has contributed to your Company''s success and remain in the forefront of media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments / regulatory authorities viz. the Ministry of Information & Broadcasting, the Department of Telecommu- nication, Ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India, , the Stock Exchanges and Depositories and other stakeholders including viewers, producers, ven- dors, financial institutions, banks, investors and service providers.

For and on behalf of the Board of Directors

Raajhendhran M M Rajartahinam,

Managing Director & CEO Director

Place : Chennai

Date : 31-07-2013


Mar 31, 2012

The Directors take pleasure in presenting the 18th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2012.

Financial Results:

The Financial Performance of your Company for the year ended March 31, 2012 is summarized below:

For the year ended

Particulars 31st March 2012 31st March 2011

Total Income 5474.35 4509.53

Total Expenses 4488.64 5105.72

Operating Profit/ (Loss) (EBIDTA) 1502.78 (596.19)

Profit/(Loss) after Depreciation and financial charge 985.71 (996.84)

Prior Period Adjustment - 5.29

Profit/(Loss) Before tax 985.71 (1002.12)

Provision for Taxation (net) 64.40 (20.77)

Profit/(Loss) after Tax 921.31 (981.35)

Add: Balance brought forward 1717.92 2699.27

Amount available for appropriations 2639.23 1717.92 Appropriations:

Dividend 129.78

Tax on Dividend 21.05

General Reserve 92.13

Balance carried forward 2396.26 1717.92

Operations Review:

The Company achieved revenue of Rs. 5474.35 Lakhs as against Rs. 4509.53 lakhs in the previous year. Net profit after tax stood at Rs. 921.31 lakhs as compared to Loss after tax of Rs. 981.35 Lakhs in the previous year. The loss in the previous year was on account of low transaction volumes coupled with expenditure of exceptional nature, amounting to Rs.1629 Lakhs.

Dividend:

In view of the better performance made in the current year, the Board of Directors recommends 10% dividend on the equity shares of the company for the year ended March 31, 2012 and such Dividend shall be payable subject to approval of the Members of the Company.

Share Capital:

The Company has not issued any shares or any other security including DR/GDR/FCCB/Warrants/ Bonds during the year.

Business Outlook:

Your Company, besides providing high quality and innovative content, continues to build its media assets and in the process continues to create value for the shareholders even in a year that was marked by sharp slowdown in the economy and witnessed quite a few consolidation moves within the industry. With the process of digitalization made compulsory at Metro cities and the Industry watchers believe that the same shall be made compulsory to all major cities gradually which shall happen around 3 or 4 years, in this backdrop the company believes that the customers shall become tech saving and our production standards need to be changed to optimize the maximum utility of the digitalization initiated by the Government. The company had already initiated various developments especially in the web based platforms such as Google, internet, Android and Apple kind mobile applications. The company had already employed suitable high-class technicians, High Tech storage and monitoring equipments with a view to 100% digitalization of vast libraries of the company. The company strongly believes that the efforts taken by the company shall ensure real time accessibility to the content library/archived contents to the wide spread viewers across the globe. The company expects equal kind of revenue share from the digitized environment imitativeness at par with the present revenue streams.

The main objective of the Company's business plan is to reach each and every household across the World. The digital drive led by the exponential growth of DTH has been an outstanding feature over the last few years making it possible for C&S to reach 80% of TV households in India. With the focus shifting towards addressable infrastructure there will be a speeding up of digitization in India going forward. So, the Company is reaching out various multiple distribution platforms like, DTH, digital cable, IPTV, CAS, mobile TV etc to increase its overall reach which will result in adding more as subscription revenue. The Company's Channels are now available in all the major DTH platforms in India. During the year under review, Company focused on achieving the expansion of our channel base in new regional markets with the success of RAJ MUSIC KANNADA your 24x7 Kannada Music channel launched in the previous year, with this confidence and brand reach, we plan to increase our offering in Telugu with a 24x7 full length Entertainment with a mass appeal and also, geared up to re- launch three Telugu Channels covering different Genres.

Future Projects:

The Company is continuously making efforts to entertain the viewers with good programs and quality contents. The Company always experiments on the viewer's demand and choice and designs its contents and programs in the viewer's perspective. The Company proposes to start new movie channels in various languages starting with Kannada Language. With so much competition from media industry, viewers are slowly getting used to "Appointment Viewing". As part of future projection and strategy, to capitalize on this changed viewership strategy, the Company will cater to the audience of all sectors in terms of content in future. This will give the Company a place in the minds of people leading to numbers in 'TAM' ratings and increase fund flow from the operations.

The company already started digitization of the movie libraries and reproduction of old master piece movies in Digital Platforms/3D and as already announced by the company, the company is proposing to remake the old master piece Movie titled Veera Pandiya Kattabomman in Digital 3d format, out of our movie collection.

The company is very confident that the project of digitalization of old Tamil masterpiece movies, will argument good business and company received good response from the first movie release 'KARNAN' in terms of viewer ship and revenue.

The company expects good potential for revenue generation in the coming years, by exploring the hidden assets-movie rights by way of digitization in various languages & dubbing.

Further the company has already entered an agreement with Tamilnadu Government Cable Network- 'Arasu Cable' and by the said Agreement, the company ensured 100% connectivity in the distribution segment throughout Tamil Nadu State. The company expects additional subscription revenue from the pay channel segment out of this deal.

Further the company wants to consolidate its position in the Southern Regional TV Channel markets and the company felt that the Andhra Pradesh Market is having good potential in terms of viewer ship and revenue and the company had identified M/s Vissa Television Network Limited, Chennai which had one decade presence in Telugu TV Channel Market and had created its niche market share in the region of Andhra Pradesh, to merge/amalgamate the said company with our company and the board of directors are working on the modalities of the same.

STATUTORY INFORMATION AND DISCLOSURES

Public Deposits:

During the year, the Company has neither invited nor accepted any deposit from the public or its employees.

Listing Agreement:

The Company has complied with all the requirement of the listing agreement of BSE and NSE. The Company has also paid all the listing fees and there are no arrears till date.

Corporate Governance:

The Company has implemented all the stipulations prescribed under the Clause 49 of the Listing Agreement. A report on Corporate Governance together with Auditors' Certificate on compliance with the conditions of the said clause is provided as an annexure to this Report.

Management's Discussion and Analysis Report:

Management's Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India is presented in a separate Annexure to this report.

Directors:

In accordance with the Articles of Association of the Company, Shri. D.R Karthikeyan and Shri. Rajarathinam Directors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Your Board recommends their reelection.

Auditors:

M/s Pratapkaran Paul & Co, Chartered Accountants, Chennai, Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment and have confirmed that their appointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. The Board recommends their reappointment.

The Auditor's Report to the members does not contain any qualification or adverse remarks on the financial reporting and disclosure of the Company. The Notes to Accounts forming part of the financial statements are self-explanatory and need no further explanation.

DIRECTOR'S RESPONSIBILITY STATEMENT FOR THE YEAR 2011-12

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, in relation to the Annual Financial Statements for the Financial Year 2011-2012 your Directors confirm.:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 19576 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis. Shareholding of Directors/Promoters and Promoter group:

The Managing Director and other whole time Directors along with their spouse and dependent children constituting promoters and Promoter group hold more than two percent of the equity share of the Company in their individual capacity. Independent Directors do not hold any share in the Company.

Pledging of the Shares by the Promoters:

As required under SEBI (Substantial Acquisition and Take over) Regulation,1997, the Promoters, promoter group and the Persons acting in concert representing Promoters and promoter Group have not pledged any shares during the financial year.

Shares in Suspense Accounts:

As required under Clause 5A of the Listing Agreement, 2 shareholders and 116 numbers of outstanding shares are lying in the suspense account at the beginning and end of the year. The Company has not been approached by any of these shareholders. The voting rights on the shares outstanding in the suspense account as on March 31, 2012 shall remain frozen till the rightful owner of such shares claims the shares. In compliance with the said requirements, these shares will be transferred into one folio in the name of 'Unclaimed Suspense Account' in due course.

Conservation of energy, Technology absorption, foreign exchange earnings and outgo:

Information required to be provided under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in relation to Conservation of Energy and Technology Absorption is currently not applicable to the Company.

Particulars of foreign currency earnings and outgo during the year are given elsewhere in the Notes to the Accounts forming part of the Annual Accounts:

(In Rupees)

Particulars

Year 2012 Year 2011

Foreign Exchange Earning 2,54,91,590 23,888,610

Foreign Exchange Outgo 4,90,12,154 56,83,104

Disclosure of information under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975:

Your Company had 291 employees as of March 31, 2012 Company provided additional employment opportunity to 58 numbers and empowered the Human resource assets during the year. In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees, who are in receipt of remuneration of Rs. 60 lakhs or more per annum and those who were in receipt of remuneration of Rs. 5 lakhs or more per month, are required to be set out in the annexure to the directors' report. However, during the financial year under review, company does not come under the purview of the above said compliance.

Acknowledgements:

Your Directors take this opportunity to place on record their sincere appreciation to the Central and State Governments - mainly the Ministry of Information and Broadcasting and the Department of Telecommunication and other stakeholders including viewers, producers, vendors, financial institutions, bankers, service providers as well as other regulatory and governmental authorities. Your Directors also appreciate and place on record the devoted and efficient service rendered by the employees of the Company. It also thanks its investors for reposing faith on the Company.

On behalf of the Board of Directors

Raajhendhran M Chairman

Dated: 30th April 2012

Regd. Office:

32, Poes Road,

IInd St, Teynampet,

Chennai-600 018


Mar 31, 2010

The Directors take pleasure in presenting the Sixteenth Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31,2010.

Financial Results:

The Financial Performance of your Company for the year ended March 31,2010 is summarized below:

For the year ended

Particulars 31st March 2010 31st March 2009

Total Income 4617.68 6225.66

Total Expenses 5854.54 5680.20

Operating Profit/(Loss) (EBIDTA) (1236.86) 545.46

Profit/ (Loss) after Depreciation and financial charge (1621.57) 164.55

Prior Period Adjustment 2.12 1.11

Profit/(Loss) Before tax (1623.69) 165.66

Provision for Taxation (net) (46.12) 74.30

Profit/(Loss) after Tax (1577.58) 91.36

Operations Review:

The Company achieved revenue of Rs. 4617.68 Lakhs as against Rs.6225.66 lakhs in the previous year. Net loss after tax stood at Rs. 1577.58 lakhs as compared to net profit after tax of Rs.91.36 Lakhs in the previous year. The performance of the Company is mainly affected due to decrease in subscription revenue and increasing overall expenses on account of expenditure of exceptional nature, amounting to Rs.2057.56 Lakhs.

Dividend:

In view of loss in the current year, the Board of Directors does not recommend any dividend for the year ended March 31,2010.

Share Capital:

The Company has not issued any shares or any other security including ADR/GDR/FCCB/Warrants/Bonds during the year.

Business Outlook:

The main objective of the Companys business plan is to reach each and every household across the World. So, the Company is reaching out various multiple distribution platforms like, DTH, digital cable, IPTV, CAS, mobile TV etc to increase its overall reach which will result in adding more as subscription revenue. The Companys Channels are now available in all the major DTH platforms in India.

Being a prominent player in southern India, the Company has launched a 24 X 7 music Channel "RAJ MUSIX Malayalam" in Malayalam language in financial year 2009-10 to make its presence in Malayalam entertainment. The channel would be primarily regional with mixed flavor of Malayalam film music and classical or Malayalam pop music added by western style which will be of its first kind in Malayalam market. The Company has earlier launched "RAJ MUSIX" and "RAJ NEWS 24X7" in the year 2008. The Company is also in the line of launching few more channels.

Future Projects:

The Company is continuously making efforts to entertain the viewers with good programs and quality contents. The Company always experiments on the viewers demand and choice and designs its contents and prograes in the viewers perspective. The Company shall look forward to give better and quality entertainment to strengthen its brand and popularity in future. With so much competition from media industry, viewers are slowly getting used to "Appointment Viewing". As part of future projection and strategy, to capitalise on this changed viewership strategy, the Company will cater to the audience of all sectors in terms of content in future. This will give the Company a place in the minds of people leading to numbers in TAM ratings and increase fund flow from the operations.

STATUTORY INFORMATION AND DISCLOSURES

Public Deposits:

During the year, the Company has neither invited nor accepted any deposit from the public or its employees.

Listing Agreement:

The Company has complied with all the requirement of the listing agreement of BSE and NSE. The Company has also paid all the listing fees and there are no arrears till date.

Corporate Governance:

The Company has implemented all the stipulations prescribed under the Clause 49 of the Listing Agreement. A report on Corporate Governance together with Auditors Certificate on compliance with the conditions of the said clause is provided as an annexure to this Report.

Managements Discussion and Analysis Report:

Managements Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India is presented in a separate Annexure to this report.

Directors:

In accordance with the Articles of Association of the Company, Shri. R.Rajagopalan, Shri. M.Ravindran and Shri M.Raghunathan, Directors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Your Board recommends their reelection.

Auditors:

M/s Pratapkaran Paul & Co, Chartered Accountants, Chennai, Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and have confirmed that their appointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. The Board recommends their reappointment.

The Auditors Report to the members does not contain any qualification or adverse remarks on the financial reporting and disclosure of the Company. The Notes to Accounts forming part of the financial statements are self-explanatory and need no further explanation.

Shareholding of Directors/Promoters and Promoter group:

The Managing Director and other whole time Directors along with their spouse and dependent children constituting promoters and Promoter group hold more than two percent of the equity share of the Company in their individual capacity. Independent Directors do not hold any share in the Company.

Pledging of the Shares by the Promoters:

As required under SEBI (Substantial Acquisition and Take over) Regulation, 1997, the Promoters, promoter group and the Persons acting in concert representing Promoters and promoter Group have not pledged any shares during the financial year.

Shares in Suspense Accounts:

As required under Clause 5A of the Listing Agreement, 2 shareholders and 116 numbers of outstanding shares are lying in the suspense account at the beginning and end of the year. The Company has not been approached by any of these shareholders.

Conservation of energy, Technology absorption, foreign exchange earnings and outgo:

Information required to be provided under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in relation to Conservation of Energy and Technology Absorption is currently not applicable to the Company.

Particulars of foreign currency earnings and outgo during the year are given elsewhere in the Notes to the Accounts forming part of the Annual Accounts:

(In Rupees)

Particulars Current Year Previous Year

Foreign Exchange Earning 2,10,62,700 1,43,61,654

Foreign Exchange Outgo 72,94,217 1,09,60,693

Disclosure of information under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975:

During the year under review, following persons were drawing remuneration in excess of Rs. 24,00,000/- per annum, if employed through out the year or drawing remuneration in excess of Rs.2,00,000/- per month, if remunerated for the part of the year.

Total

Previous

Name Designation Age Qualification Experience Remuneration Employer

(in Rs.)

Mr. M. Raajhendhran Chairman and 60 Graduate 31 years 30.00 lakhs -

Managing Director

Mr.M. Rajarathnam Whole Time Director 55 Graduate 26 years 30.00 lakhs -

Mr. M. Ravindran Whole Time Director 51 Graduate 21 years 30.00 lakhs -

Mr.M. Raghunathan Whole Time Director 47 Graduate 18 years 30.00 lakhs -

Acknowledgements:

Your Directors take this opportunity to place on record their sincere appreciation to the Central and State Governments - mainly the Ministry of Information and Broadcasting and the Department of Telecommunication and other stakeholders including viewers, producers, vendors, financial institutions, bankers, service providers as well as other regulatory and governmental authorities. Your Directors also appreciate and place on record the devoted and efficient service rendered by the employees of the Company. It also thanks its investors for reposing faith on the Company.

On behalf of the Board of Directors

Raajhendhran M

Chairman

Dated: 28th July 2010

Regd. Office:

32, Poes Road, llnd St,

Teynampet, Chennai-600018

 
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