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Directors Report of Sanraa Media Ltd.

Mar 31, 2010

The Directors are pleased to present their Fourteenth Annual Report on the working of your company along with the audited Profit and Loss Account for the year ended 31st March 2010 and the Balance Sheet as at that date.

FINANCIAL HIGHLIGHTS

The financial highlights are set out below: (Rs. In Lakhs)

Particulars 2009-2010 2008-2009

Revenue 6772.38 4462.77

Profit before Interest Depreciation and Tax 1453.01 1016.32

Interest & Finance Charges 139.50 121.00

Depreciation 395.89 276.83

Provision for Tax 121.54 69.60

Deferred Tax -8.43 0.14

Fringe Benefit Tax - 4.19

Net Profit for the year 804.50 544.57

Accumulated Profit Brought forward from 885.63 341.06 Balance Sheet

Total Distributable profit 1690.13 885.63

Dividend

Dividend Tax

Profit Carried over to the Balance Sheet 1690.13 885.63

PERFORMANCE HIGHLIGHTS 0FTHE YEAR

The Board of Directors are pleased to state that during the financial year under review, the income of the company is Rs 6772.38 Lakhs as against Rs.4462.77 Lakhs for the previous financial year. The EBITDA for the financial year is Rs. 1453.01 Lakhs as against Rs.1017.32 lakhs for the previous financial year. The PAT for the financial year under review is Rs. 804.55 Lakhs as against Rs.544.57 lakhs for the previous financial year.

SHARE CAPITAL

During the year under review your company has issued 66,45,00,000 equity shares as fully paid up bonus shares at the rate of Re.1/- per share out of the funds capitalized from the credit balance of General Reserve and Share Premium Account. These shares have been listed with the Bombay Stock Exchange Ltd., with effect from 09.03.2010

DIVIDEND

Considering the aggressive expansion plan of your company ahead, and the successful 5:4 bonus issue during the year, your Board, has not recommended any dividend.

CHANGE OF REGISTERED OFFICE

During the year, the registered office of the company was shifted to Flat No.33/6, II Floor, B R Complex, C P Ramasamy Road. Alwarpet, Chennai 600018 with effect from 03.03.2010.

TERM DEPOSITS

During the year under review, your company has not accepted any deposits from the public within the meaning of Section 58 A of the Companies Act, 1956.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

The particulars required under Sec.217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are furnished in the Annexures to this Report.

PARTICULARS OF EMPLOYEES

No employee is in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956 and hence furnishing of statement of particulars of employees as per section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended does not arise.

DIRECTORS

During the financial year under review three new directors viz., Mr. G.Sundaresan, Mr. Vijay R. Vakharia and Mr. T.V.Balachandran were inducted into the Board. Mr.T.V.Balachandran, Mr.G.Sundaresan and Mr.Vijay R Vakharia were appointed as additional directors w.e.f 14/11/2009, 12/02/2010 and 10/03/2010 respectively. The resolution for regularizing the appointment of Mr.T.V.Balachandran and Mr.Vijay R Vakharia has been proposed to be passed in the ensuing AGM of your company. The resolution for regularizing Mr.G.Sundaresan as an Executive Director of your company is also proposed to be passed in the ensuing AGM of your company.

In accordance with the provision of Articles of Association of the company, Mr.R.Siva Shankaran and Mr. K.Rajagopal, Directors of the company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Your Board recommends their reappointment as Directors of your Company.

AUDITORS

The auditors, M/s. R Ravindran & Associates, Chartered Accountants have expressed their willingness to continue in office. They have furnished to the Company a certificate of their eligibility for appointment as auditors, pursuant to section 224 (1B) of the Companies Act, 1956, if appointed. The Board of Directors recommend to the members to appoint them as auditors and authorize the Boardto fix their remuneration.

COMPANY SECRETARY

Mr.S.Ami Ganesh was the company secretary of your company August 2010. Your company would be soon appointing a company secretary for compliance as per section 383 A of the companies act 1956.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to requirement under Section 217(2AA) of the companies Amendment Act, 1956, with respect to directors responsibility statement and subject to the Disclosures in the Annual Accounts, the Board of Directors hereby confirms that:

1 .In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to the material departure, if any;

2.The Directors had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of financial year ended 31 st March 2010 and of the profits of the company for the year ended 31st March 2010:

3.The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

4.The Directors had prepared the Annual Accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreement entered with the Bombay Stock Exchange Limited, Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report.

CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE

A detailed report on Corporate Governance, pursuant to requirement of Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report. A certificate confirming compliance of the conditions of Corporate Governance from a practicing chartered accountant as stipulated under Clause 49 of the listing agreement is annexed to the Corporate Governance Report.

CEO/CFO CERTIFICATION

As required by Clause 49 of the Listing Agreement, a Certificate on the financial statements and Cash Flow statement of the company for the year ended 31st March 2010 has been duly signed by the two Executive Directors of the company.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation of the Co-operation received from the Central Government, State Government, Companys Bankers, Customers, Vendors and shareholders. Your Directors also wish to place on record their deep sense of appreciation for the contribution made by the employees of the Company for their unstinted efforts in the progress of the company at all levels.

On behalf of the Board For Sanraa Media Limited

Sd/-

Place : Chennai G Sundaresan

Chairman

Date : 4th September 2010

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