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Directors Report of Sanguine Media Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

Financial Results :

The financial performance of your Company for the year ended March 31, 2015 is summarized below:

(Rs Lacs)

Particulars 2014-2015 2013-2014

Sales 764.36 137.62

Other Income 28.53 71.46

Total Income 792.89 1450.08

Total Expenses 769.63 1439.62

Profit/(Loss) 23.26 10.16

(-) Finance Cost 0.29 0.12

Profit/(Loss)Before Tax 22.97 10.34

Tax — —

(-) Current Tax 3.00 3.00

( ) Deferred Tax — —

Net Profit After Tax 19.97 7.34

Review of Operations:

During the year under review, the Company achieved a lower turnover of Rs.764.36 Lacs (previous year Rs. 1378.62 Lacs), but the Company has made a higher profit of Rs. 19.97 Lacs (previous there was profit of Rs. 7.34), on account of better product-mix & tremendous cost control.

Future Outlook:

The Company is essentially an investment Company, with main focus in trading in the business segments of Shares & Securities. The Company exploring various product mix to achieve higher profit within the same portfolio of investments.

Reserves

Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the balance amount of Rs. 19.97 lacs has been carried forward to profit & loss account.

Dividend:

The Board of Directors does not recommend any Dividend for the year under review.

Subsidiaries, Joint Ventures and Associates Companies:

The Company does not have any subsidiaries, joint venture & associates Company.

Directors:

During the year under review, Mr. Vanraj Kahor has resigned on 29th December, 2014. The Board of Directors of the Company places on record his valuable contribution given to the Company during his tenure. Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

The Company has formulated a policy on director appointment & remuneration including criteria for determining qualifications, positive attributes independence of director & other matters as provided under section 178(3) of the Companies Act, 2013 & such policy is annexed with the Director Report.

The details of familiarization programme for Independent Directors have been disclosed on website of the Company.

Pursuant to the provisions of the Companies act 2013 and Clause 49 of the Listing Agreement evaluation of every Directors performance was done by the Nomination and Remuneration Committee. The performance evaluation of the Non - Independent Directors and the Board as a whole, committees thereof and the chair person of the company was carried out by the Independent Directors. Evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated. A structured questionnaire was prepared after circulating the draft norms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the directors to discharge their duties, Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process.

The following policies of the company are attached herewith and marked as Annexure 1, Annexure 2A and Annexure 2B.

Policy on appointment of Directors and Senior Management (Annexure 1)

Policy on Remuneration to Directors' (Annexure 2A)

Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 2B)

Other Corporate Information:

The Company has sub-divided the face value of equity shares of the Company from Rs. 10/- to Re. 1/- per share after receipt of Shareholders meeting held on 30th October, 2014 & Record Date was 21st November for it. The trading in the equity shares of the Company was revoked on 18th September, 2014 by BSE Limited after the Company has complied with various compliances & paid fines for regularizing it.

Acceptance of Fixed Deposits:

The Company has not accepted any Fixed Deposits from general public within the purview of Section 73 of the Companies Act, 2013, during the year under review.

Particulars of contract or arrangement with related party

There is no transaction with Related Party which requires disclosure under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website.

Loans, Investment and Guarantees by the Company

There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013. Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financial statement.

Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy of such controls.

Disclosures under Section 134(3)(I) of the Companies Act, 2013

No material changes and commitments which could affect the Company financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report.

CONSOLIDATED FINANCIAL STATEMENT

The audited consolidated financial statement of the Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of this Annual Report. The Compliance Officer will make these documents available upon receipt of a request from any member of the Company interested in obtaining the same. These documents will also be available for inspection at the Registered Office of your Company during working hours up to the date of the Annual General Meeting.

Number of Meeting of Board of Directors

The Board of Directors have met 6 times and Independent Directors once during the year ended 31st March, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Declarations by Independent Director:

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act 2013. As per Section 149 of the Companies Act, 2013, an independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. A.K.Rajgopalan & Co., Chartered Accountants, Chennai, hold office up to the conclusion of 37th Annual General Meeting of the Company. However, their appointment as Statutory Auditors of the Company is subject to ratification by the members at every Annual General Meeting. The Company has received a certificate from the said Auditors that they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed. Necessary resolution for ratification of appointment of the said Auditor is included in this Notice.

Auditors Report:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

Secretarial Audit Report

A Secretarial Audit Report for the year ended 31st March, 2015 in prescribed form duly audited by the Practicing Company Secretary CS Rakesh Kapoor, Mumbai. is annexed herewith and forming part of the report.

Extract of Annual Return

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure - I)

Directors Responsibility Statement:

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directors have 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 and loss of the Company for the year ended 31st March, 2015.

iii. The Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities.

iv. The Directors have prepared the Annual Accounts on a going concern basis.

v. There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

vi. That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

Annual Evaluation by the Board of its own performance, its Committees and Individual Directors

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

Details of Committee of Directors

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report. The recommendation by the Audit Committee as and when made to Board has been accepted by it.

Risk Management

During the year, Management of the Company, evaluated the existing Risk Management Policy of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company, and approved by the Board.

The Management evaluated various risks and that there is no element of risk identified that may threaten the existence of the Company.

Whistle Blower Mechanism

The Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report.

Corporate Governance:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Auditor confirming compliance forms a part of this Report.

Managing Director's Certificate:

A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report.

Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

Conservation Of Energy, Technology Absorptions and Foreign Exchange Earnings And Outgo:

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134(3)(m) of the Companies Act, 2013 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

Particulars of Employees:

None of the employees of the Company is in receipt of remuneration prescribed under Section 197(12) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

Corporate Social Responsibility

The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013.

Significant and Material Orders passed by the Regulators or Courts

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future, except that BSE Limited has revoked the suspension in the trading of equity shares of the Company from 18th September, 2014.

Presentation of Financial Statements

The financial statements of the Company for the year ended 31st March, 2015 have been disclosed as per Schedule III to the Companies Act, 2013.

Statutory Disclosures

A copy of audited financial statements of the said Companies will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the year 2014-2015 is attached to the Balance Sheet. Pursuant to the legislation 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, the Company has a policy on Prevention of Sexual Harassment at workplace. There was no case reported during the year under review under the said policy.

Acknowledgement:

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company's performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

By Order of the Board By Order of the Board For Sanguine Media Limited For Sanguine Media Limited

Sd/- Sd/-

Kumar Raichand Madan Dhiresh Uttamchand Munver Managing Director Director DIN:- 01179422 DIN:- 02782239

Place: Chennai Date: 31st August, 2015


Mar 31, 2014

Dear Members

The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

Financial Results

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

(Rupees in Lacs)

Particulars 2013-2014 2012-2013

Sales 1378.62 8091.23

Other Income 71.46 66.78

Total Income 1450.08 8158.01

Total Expenses 1439.62 8144.40

Profit/(Loss) 10.46 13.61

(-) Finance Cost 0.12 -

Profit/(Loss)Before Tax 10.34 13.61

Tax - -

(-) Current Tax 3.00 2.60

( ) Deferred Tax - -

Net Profit After Tax 7.34 11.01

1. Review of Operations:

During the year under review, the Company achieved a turnover of Rs. 1378.62 Lacs (previous year Rs. 8091.23 Lacs) the Company has made a modest profit of Rs.7.34 Lacs (previous there was profit of Rs. 11.01)

2. Future Outlook:

Your Company is currently focusing its resources in the business segments of Shares & Securities. The Company is hopeful that in the coming years it will grow in leaps & bounds.

The Company is also trying to venture into profitable activities during the year, so as to have maximized return of its capital.

3. Dividend:

The Board of Directors does not recommend any Dividend for the year under review

4. Subsidiary Companies:

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

5. Acceptance of Fixed Deposits:

The Company has not accepted any Fixed Deposits from general public within the purview of Section 58A, of the Companies Act, 1956, during the year under review.

6. Directors

During the year under review, Mr. Dhiresh Munver, Ms. Ami Motta and Mr. Vanraj Kahor were appointed as Non-Executive Independent Directors of the Company for the terms of 5 Years, up to 31st March, 2019.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

7. Independent Director

As per provisions of Section 149 of the 2013 Act, independent directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re- appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board''s Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting (''AGM'') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

8. Auditors:

The Statutory Auditors, Messrs. A. K. Rajagopalan and Co., had been appointed to hold office until the conclusion of the ensuing Annual General Meeting; however he is also eligible for re-appointment and his willingness for re- appointment have been intimated to the Company well in advance. Further he has also confirmed that he is not disqualified for re-appointment within the meaning of Section 141 of the Companies Act, 2013 and his appointment, if made would be within the limits specified in Section 139 of the said Act.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. A. K. Rajagopalan & Co., Chartered Accountants, Chennai, is eligible to hold the office for a period of five years up to 2019.

The members are therefore requested to appoint M/s. A. K. Rajgopalan & Co., Chartered Accountants as auditors for five years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 23rd Annual General Meeting, to be scheduled in 2019 and to fix their remuneration for the year 2014-15.

9. Auditors Report:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

10. Directors Responsibility Statement:

In accordance with the requirement of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

(i) In the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) That the Directors have 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 and loss of the Company for the year ended 31st March, 2014.

(iii) That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities. And that the Directors have prepared the Annual Accounts on a going concern basis.

11. Corporate Governance:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on Corporate Governance practices followed by the Company together with a Certificate from the Auditor confirming compliance forms a part of this Report.

12. Managing Director''s Certificate:

A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report.

13. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

14. Conservation Of Energy, Technology Absorptions and Foreign Exchange Earnings And Outgo:

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 217(1)(e) of the Companies Act, 1956 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

15. Particulars of Employees:

None of the employees of the Company is in receipt of remuneration prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

16. Acknowledgement:

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company''s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

By Order of the Board For Sanguine Media Limited

Sd/- Place: Chennai Kumar Raichand Madan Date: 27th August, 2014. Managing Director


Mar 31, 2012

To, The Members of SANGUINE MEDIA LIMITED

Chennai.

The Directors are pleased to present their Sixteen Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

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

(Rupees in Lacs) Particulars Year Ended Year Ended 31.03.2012 31.03.2011

Sales 7443.00 869.941

Expenses 717128 827.02

Operating Profit 271.72 42.92

Less Finance Charges 0.73 8.94

Profit/(Loss)Before Depreciation & Tax 270.99 33.98

Less: Depreciation 259.22 261.66

Profit/(Loss) before Tax 11.77 (227.68)

Less: Deferred Tax 0 154.39

Profit/(Loss) after Tax 11.77 (382.08)

YEAR IN RETROSPECT

During the year, your Company has focused on Shares & Securities activities, whereby there has been '' substantial increase in revenue, though itstili deals in media products.

A range of initiatives were undertaken by the Company to maximize revenue generation in the sluggish economy.

During the year under review, the Company achieved a turnover of Rs. 7441.47 lacs from Share trading & Interest Income and Rs.1.53 lacs from sale of media products However, by having a tight control on expenses and cost, the Company has made a modest profit of Rs. 11.77 lacs (previous there was loss of Rs. 382.07).

Your Directors are hopeful that in the current year there wills substantial growth in its business operations.

DIVIDEND

The Board of Directors does not recommend any Dividend for the year under review. DISCLOSURE OF COMPOSITION OF THE AUDIT COMMITTEE

Adequate disclosures in respect of the composition of the Audit Committee: its composition and the Chairmanship have been made in the Corporate Governance Report which forms an essential part of this report.

Further all the recommendations of the Audit Committee in respect of the any matter relating to accounts and finance are accepted by the Board.

PUBLIC DEPOSITS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the provisions in respect of submission of consolidated financial results are not applicable to the Company.

AUDITORS AND COMMENTS ON AUDITORS REPORT

The Statutory Auditors M/sA.K. Rajagopalan & Co; Chartered Accountants, Mumbai, having Membership No 26133 holds office until the conclusion of the ensuing Annual Genera! Meeting and is eligible for reappointment.

The Company has received letters from all of them to the effect that their reappointment, if made, would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

Your Directors request you to appoint Auditors for the current financial year and fix their remuneration.

Further the observations furnished by the Auditors in their report are self- explanatory and do not call for any further comments.

DISCLOSURES IN RESPECT OF THE CORPORATE GOVERNANCE NORMS

Your Company has been reassessing and benchmarking itself with well- established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement. Your Company has documented internal governance policies and put in place a formalized system of Corporate Governance which sets outs the structure, processes and practices of governance within the Company and its subsidiaries. Given the emerging pivotal role of Independent Directors in bringing about good governance, your Company continues its efforts in seeking optimum utilization of their expertise and involving them in all criticaJ decision making processes.

A separate detailed report on Corporate Governance together with the Statutory Auditors'' Certificate on compliance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

DIRECTORS

Mr. Devendra Prabhakar Otavkar and Ms. Ami Motta, Director of the Company, retires by rotation at the ensuing AnnualGeneral Meeting and, being eligible, offers himseif/herseif for re- appointment,

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to 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 the following:

a In the preparation of the annual accounts for the financial year ended 31st March, 2012 applicable accounting standards have been followed along with proper explanation relating to material departures.

b That the Directors, in consultation with the auditors, have 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 and loss of the Company for that period.

c That the Directors have taken sufficient and proper care for the maintenance of.adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities.

That the Directors have prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information required under Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1938 with respect to Conservation of Energy and Technology Absorption is not furnished as the Company does not fall under the category mentioned in the abovementioned rules.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975.

LISTING

The Shares of your Company are presently listed on

A Madras Stock Exchange Limited and B Bombay Stock Exchange Limited.

The Company has paid the listing fees for the current financial year to Bombay Stock Exchange. 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 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 authorities and other stakeholders including viewers, producers, vendors, Financial Institutions, Banks, investors and service providers.

By Order of the Board

sd/-

Place: Chennai Kumar Raichand Madan

Managing Director

Date: 01st September, 2012.


Mar 31, 2011

To The Members of SANGUINE MEDIA LIMITED Chennai.

The Directors are pleased to present their Fifteenth Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2011 is summarized below:

(Rupees in Lacs)

Particulars Year Ended Year Ended 31.3.2011 31.3.2010

Sales 869.94 628.44

Expenses 827.02 356.56

Operating Profit 42.92 271.88

Less: Financial Charges 8.94 4.36

Profit/(Loss) Before Depreciation & Tax 33.98 267.52

Less: Depreciation 261.66 265.15

Profit/ (Loss) before Tax (227.68) 2.36

Less: Deferred Tax 154.39 (48.01)

Profit/ (Loss) after Tax (382.08) 50.37

YEAR IN RETROSPECT

During the year, your Company continued to focus on high quality and innovative content in a highly competitive market providing compelling value for trade partners thereby yielding rich returns.

A range of initiatives were undertaken by the Company including developing new offerings, reaching out to new viewers, portfolio expansion, premium content offerings which have helped generate subscription revenues for the portfolio, in addition to expanding the viewer base.

During the year under review, the topline of the Company was about 38% higher than the previous year, however the bottomline was lower on account of the mounting pressure of direct expenses and financial charges incurred by it.

Your Directors are hopeful that the expenses incurred in order to achieve better business prospects would prove to be successful for the Company in the long run and it would be in a better position to overpower its competitors.

DIVIDEND

The Company follows the policy of paying stable Dividend linked to consistent performance, while at the same time keeping in view the need to finance the growth plans through internal accruals. This will eventually lead to increased shareholders value and higher returns.

However, in order to conserve the financial resources of the Company the directors do not recommend a dividend for the year under review.

DISCLOSURE OF CHANGES IN THE CAPITAL STRUCTURE

During the year under review, 10,00,00,000 Equity Shares were issued in lieu of the Convertible Equity shares on 1st February, 2011 by the Company consequent to the payment of entire consideration and upon exercise of the option of conversion by the allotees

Consequent to the aforesaid issue of shares, the paid- up share capital of the Company stands at Rs. 1,14,10,00,000 divided into 11,41,00,000 Equity Shares of Rs. 10/- each.

DISCLOSURE OF COMPOSITION OF THE AUDIT COMMITTEE

Adequate disclosures in respect of the composition of the Audit Committee, its composition and the Chairmanship have been made in the Corporate Governance Report which forms an essential part of this report.

Further all the recommendations of the Audit Committee in respect of the any matter relating to accounts and finance are accepted by the Board.

PUBLIC DEPOSITS

During the year, your Company has not accepted any Deposits under Section 58A and Section 58AA of the Companies Act, 1956, read with Companies (Acceptance of Deposits) Rules, 1975.

CAPITAL EXPENDITURE

As on 31st March, 2011, the gross tangible and intangible assets stood at Rs. 20,19,34,144.80 whereas the net tangible and intangible assets stood at Rs. 12,48,70,240.81. During the year under review, there were no additions in the amount of fixed assets.

DEPOSITORY SYSTEM

As the members are aware that there are numerous advantages offered by the depository system, those holding shares in physical form are advised to avail the facility of dematerialization from the depositories.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the provisions in respect of submission of consolidated financial results are not applicable to the Company.

AUDITORS AND COMMENTS ON AUDITORS REPORT

The Statutory Auditors M/s A.K. Rajagopalan & Co, Chartered Accountants, Mumbai, having Membership No 26133 hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The Company has received letters from all of them to the effect that their reappointment, if made, would be within the prescribed limits under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

Your Directors request you to appoint Auditors for the current financial year and fix their remuneration.

Further the observations furnished by the Auditors in their report are self- explanatory and do not call for any further comments.

DISCLOSURES IN RESPECT OF THE CORPORATE GOVERNANCE NORMS

Your Company has been reassessing and benchmarking itself with well- established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement. Your Company has documented internal governance policies and put in place a formalized system of Corporate Governance which sets outs the structure, processes and practices of governance within the Company and its subsidiaries. Given the emerging pivotal role of Independent Directors in bringing about good governance, your Company continues its efforts in seeking optimum utilization of their expertise and involving them in all critical decision making processes.

A separate detailed report on Corporate Governance together with the Statutory Auditors' Certificate on compliance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

DIRECTORS

Mr. Vanraj Kahor, Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re- appointment.

Further the Board is in receipt of Resignation tendered by Mrs. Parvathy Vellore Nott, whole-time director of the Company and the same has been accepted by the Board.

Your Directors place on record their appreciations of the valuable services rendered by them and recommend the re-appointment of Vanraj Kahor.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217 (2AA) of the Companies Act, 1956, in relation to the Annual Financial Statements for the Financial year 2010-2011, your Directors confirm the following:

- In the preparation of the annual accounts for the financial year ended 31st March, 2010 applicable accounting standards have been followed along with proper explanation relating to material departures.

- That the Directors, in consultation with the auditors, have 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 and loss of the Company for that period.

- That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities.

- That the Directors have prepared the Annual Accounts on a going concern basis.

CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 with respect to Conservation of Energy and Technology Absorption is not furnished as the Company does not fall under the category mentioned in the abovementioned rules.

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.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under section 217(2A) of the Companies Act 1956, read with the Companies (particulars of employees) Rules 1975.

Thus furnishing of particulars under the Companies (particulars of employees) Rules 1975 does not arise.

LISTING

The Shares of your Company are presently listed on

- Madras Stock Exchange Limited and

- Bombay Stock Exchange Limited.

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 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, SEBI, Foreign Investment Promotion Board, the Stock Exchanges and Depositories and other stakeholders including viewers, producers, vendors, Financial Institutions, Banks, investors and service providers.

By Order of the Board

sd/-

Kumar Raichand Madan

Date: 1st September, 2011 Managing Director


Mar 31, 2010

The directors are pleased to present the 14th Annual Report and the Audited Accounts together with the results of the Company for the Financial Year ended March, 2010

FINANCIAL HIGHLIGHTS:

2009-10 2008-09 Particulars (Rs. in lacs) (Rs. in lacs)

Profit/fLoss) before Depreciation & Tax 267.52 (22.35)

(Add) / Less : Depreciation 265.15 276.57

Preliminary Expenses Written off - -

Profit/(Loss) before Tax 2.36 (298.99)

Provision for Taxation 1.00 --

Deferred Tax 48.02 --

Profit/(Loss) after Tax 50.37 (290.31)

Earlier years profit brought forward -- 480.79

Balance Carried forward to Balance sheet 240.85 210.57

Earnings per share -- --

OPERATIONS AND PERFORMANCE

During the year under review, your Company recorded sales turnover of Rs.6,28,43.761/-.

The Company made a Profit of Rs.2.36 lakhs for the year ended 31.03.2010 as compared to the loss of Rs.128.38 lakhs in the previous year.

Your Company has several plans to sustain and improve the turnover and profitability in the future.

DIVIDEND

Keeping in view the Companys need for Capital for its various growth plans and the with the intent to finance such plans through internal accruals to the maximum your Directors are of the opinion that it is prudent that no dividend be declared for the year under review.

DIRECTORS

In accordance with the provisions of Section 256 of the Companies Act. 1956 and Article 85 of the Articles of Association of the Company, Mr. Palaparthy Venkata Ramana Murthy, Director, who retires by rotation at the forthcoming Annual General Meeting has expressed his unwillingness to be re- appointed on the Board of the Company,

Mr. Vijayaraghava. Srinivasan. Sundararajan and Mr. Rasu. Muthukumar, Directors resigned from the Board with effect from 31st March 2010 respectively.

The Board places on record the valuable services rendered by Mr. V. Sridharan and Mr. R Muthukumar as a Director of the Company and hereby express its gratitude to the existing management of the Company for their untiring efforts to enable the Company to achieve better and newer Business prospects.

Mr. Vanraj Dadbhai Kahor, and Mr. Devendra Prabhakar Otavkar was co-opted on the Board of the Company as the Additional Directors on the 31st Day of March 2010 and Mr Dhiresh U. Munver, Mr. Kumar Madan Raichand and Mrs. Ami J. Motta was absorbed in the Board as the Additional Directors on the 3rd July 2010 and would hold office till the conclusion of the ensuing Annual General Meeting. The Company had received notice from members proposing the candidature of the said Directors of the Company. A Brief resume, expertises are provided in the Notice of the ensuing Annual General Meeting.

AUDITORS AND AUDITORS REPORT

The Companys auditors M/s. A.K. Rajagopalan & Co. retire at the conclusion of ensuing Annual General Meeting and being eligible offer themselves for reappointment. You are requested to appoint auditors to hold such office from the conclusion of this Annual General Meeting up to the conclusion of next Annual General Meeting and to fix their remuneration.

The Company has received letters from all of them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 {1B) of the Companies Act, 1956 and that they are not disqualified for re- appointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors Report are self- explanatory and do not call for any further comments,

AUDIT COMMITTEE

The Company has an Audit Committee duly constituted as per the provisions of Sec 292Aof the Companies Act, 1956 and Clause 49 of the Listing Agreement and the said Committee has also complied with all the Legal and Statutory requirements.

PUBLIC DEPOSITS

The Company has so far not accepted any deposits from the Public.

LISTING

The Shares of your Company are presently listed in Madras Stock Exchange Limited and Bombay Stock Exchange Limited.

CORPORATE GOVERNANCE

The Report on Corporate Governance and Management Discussion and Analysis Report form an integral part of this Report and are set out as separate annexure to this Report. The Certificate from the Auditors of the Company certifying compliance of conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is also annexed to the Report on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 217 (2AA) of the Companies Act, 1956, your Directors place on record a responsibility statement stating that:

- In the preparation of the annual accounts for the financial year ended 31st March, 2010 applicable

accounting standards have been followed along with proper explanation relating to material departures.

- That the Directors, in consultation with the auditors, have 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 and loss of the Company for that period.

- That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities.

- That the Directors have prepared the Annual Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

During the year under review, no employee of the Company was in receipt of remuneration exceeding the sum prescribed under section 217(2A) of the Companies Act 1956, read with the Companies {particulars of employees) Rules 1975.

Thus furnishing of particulars under the Companies (particulars of employees) Rules 1975 does not arise.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The Company has no activity relating to consumption of energy and technology absorption. Hence, there are no particulars in this connection is required to be furnished under Section 217(1)(e) of the Companies Act, 1956.

There was no Foreign exchange earnings and outgo during the period.

MANAGEMENT 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 Exchanges in India, is presented in a separate section forming part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record the splendid support received for the valuable services and co- operation extended by the Bankers and also the contribution, unstinted efforts and the spirit of dedication shown by them in the operations of the Company during the year.

Your Directors also place on record their appreciation of all the employees, consultants and others for their untiring efforts and collective contribution towards the performance of the Company.

On behalf of the Board

Place: Chennai V.N. Parvathi C.V. Ravi

Date: 29.05.2010 Director Whole time Director



 
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