Directors Report of Radaan Mediaworks (I) Ltd.

Mar 31, 2015

Dear Members,

The directors submit annual report of Radaan Mediaworks India Limited (the "Company" or "Radaan") along with the audited financial statements for the financial year ended 31st March 2015. Consolidated performance of the Company has been referred to wherever required.

Performance:

Summary performance of the Company is provided below and a more detailed report on company performances and the state of it's affairs are included in the Management Discussion and Analysis:

(Rs. in Lakhs)

Standalone Consolidated

Particulars 2013-14 2014-15 2013-14 2014-15

Revenue from 2977.58 3554.33 3167.40 3554.33

Operation

Other income 33.12 8.61 33.12 8.61

Operating 2745.69 3274.05 2956.82 3276.46 expenditure

Financecost 112.92 108.60 113.19 109.00

Depreciation and amortiza- 62.02 64.44 62.02 64.44 tion Expenses

Profit/(Loss) 90. 07 115. 85 68.49 113.04 before Tax

Tax expenses (-)12.51 2.13 (-)12.51 2.13 / provisions

Net Profit/ 102.58 113.72 81.00 110.91 (Loss)

Dividends:

The earnings are retained for investing in business initiatives, and no dividend is recommended for the financial year ended 31st March 2015.

Public Deposits:

The company has not accepted any deposit from public and as such, there is no default in repayment during the year and no amount on account of public deposits was outstanding as on the date of balance sheet.

Subsidiary Company:

As on closing of the reporting financial year, the company has only one subsidiary, Radaan Media Venture Pte. Ltd., Singapore. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiary. Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary company as required in the prescribed form AOC-1 is provided here below:

(a) Nameofthesubsidiary RadaanMediaVentures p Ltd.

(b) Reporting Period 01-04-2014to 31-03-2015

(C) Reporting currency and Sing$/Rs.45.4985 exchange rate as on the last date of the relevant financial year

(d) Percent of shareholding 100%

(in Sing $) (in Rs.)

(e) Share Capital 20,000 9,09,970

(f) Reserves & Surplus (-)53,336 (-)24,26,736

(g) Total Assets 344 15,653

(h) Total Liabilities 33,680 15,32,419

(i) Investments — —

(j) Turnover — —

(k) Profit before taxation (-)6,048 (-)2,81,378

(l) Provision for taxation —

(m) Profit after taxation (-)6,048 (-)2,81,378

(n) Proposed dividend — —

The audited accounts of the subsidiary are available on company's website and copy shall be provided to shareholders who ask for it. Policy for determining material subsidiaries of the Company is also available on the website of the Company.

Directors and key managerial personnel:

As per the provisions of the Companies Act, 2013, Mr.Arunachalam Krishnamoorthy (DIN:00386122), Mr.Janardan Krishna Prasad (DIN:03397294), Mr.Vellayan Selvaraj (DIN:00052444) were appointed as independent directors at the annual general meeting of the Company held on 29th September 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Act, same is available in the website of the company. They have submitted declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

Mr.Ramanathan Sarathkumar (DIN: 00238601), retires by rotation and being eligible has offered himself for reappointment.

During the year, the non executive directors of the company had no pecuniary relationship or transaction with the Company.

Composition of the board of directors and committees thereof, including the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee and the details of meeting of the Board and the Committees are discussed fully in the corporate governance report.

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

Pursuant to the provisions of section 203 of the Companies Act, 2013, the appointments of Mr.V Murali Raaman, Chief Executive Officer (since resigned effective from 31st October 2014), Mr.Muruguvannan Kavirimani, Chief Financial Officer and Mr.Kanhu Charan Sahu, Company Secretary as key managerial personnel of the Company were formalized.

Board evaluation:

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements, a separate meeting of independent directors was held, whereat performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated. The same was discussed in the board meeting that followed the meeting of the independent directors. The Board and the Nomination and Remuneration Committee also reviewed the performance of the board, committees and individual directors on the basis of composition and structure, information and functioning, effectiveness of meetings, and contribution, participation of the individual director in respect ofthe meetings, etc.

Directors' Responsibility Statement:

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

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

(ii) they 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 of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Transactions with related parties:

During the financial year, Company has entered into contract / arrangement or transaction with related parties, which are not material in nature, and a complete list ofthe transactions is provided as part of notes to accounts. No such contract / arrangement or transaction is not in the ordinary course of business and / or not at arm's length. Policy on dealing with related party transactions is available on the website of the Company

Vigil Mechanism:

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of the policy are in line with the provisions of the section 177(9) ofthe Companies Act, 2013 and the revised Clause 49 of the Listing Agreement with Stock Exchanges. The policy is available in website ofthe Company.

Particular of employees:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

i The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the Director Ratio to median remuneration

Ramanathan Sarathkumar 10.42

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

Directors, Chief Executive Officer, % increase in Chief Financial Officer and Company remuneration in the Secretary financial year

Ramanathan Sarathkumar -- V Murali Raaman* -- M Kavirimani 40 Kanhu Charan Sahu 40

*resigned effective from 31st October 2014

iii The percent increase in the median remuneration of employees in the financial year - 12.40%

iv The number of permanent employees on the rolls of the Company-61

v The explanation on the relationship between average increase in remuneration and company performance

On an average, employees received an increase of 11%, the increase in remuneration is in line with the market trends. Overall performance of the company during the year is increased at 19% in revenue and 11% in net profits.

vi Comparison of the remuneration of the key managerial personnel against the performance of the company

Aggregate remuneration of key managerial personnel (KMP) in the 60.37 financial year (Rs./ lacs)

Revenue (Rs./lacs) 3554.33

Remuneration of KMPs (as % of revenue) 1.70

Profit before tax (PBT) (Rs./lacs) 115.85

Remuneration of KMPs (as % of PBT) 52.10

vii Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year

31st March 31st March % Particulars 2015 2014 change

Market Capitalisation 270.80 324.96 (-)16.67 (Rs./lacs)

Priceearning 2.38 3.17 (-)24.83 ratio

viii Percentage increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer:

28th 28th 31 st March March % Particulars March 2003 2003 change 2015 (IPO) (IPO)*

market price(Rs.) 0.50 40.00 8.00 (-)93.75 (NSE)

market price(Rs.) (BSE) 0.69 40.00 8.00 (-)91.38

* adjusted for subdivision of shares in April 2004 ** trading under permitted category effective from December 2006

ix Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in employees salary other than the managerial personnel is 9%, and that in the managerial personnel 17%, however during the course of the year the total salary is reduced by 12% due resignation of certain employees in managerial level and other reasons.

x Comparison of each remuneration of the key managerial personnel against the performance of the Company

Mr.V Murali. Mr. R Sarath Mr.M Mr.Kanhu Raaman, Kumar Kavirimani, Charan Chief Chief Sahu, Executive Director Financial Company Officer* Operations Officer Secret

Remuneration 16.53 21.00 14.72 8.12 (Rs./lacs)

Revemue 3554.33 (Rs./lacs)

Remuneration (as % of 0.47 0.59 0.41 0.23 revenue)

Profit before tax (PBT) 115.85 (Rs./lacs)

Remuneration 14.27 18.13 12.71 7.00 (as % of PBT)

*resigned effective from 31st October 2014

xi The key parameters for any variable component of remuneration availed by the directors:

The non executive directors are paid only sitting fees for attending meeting of board or committee meeting. No other director is eligible for any variable remuneration.

xii The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

The Chief Executive Officer, Mr.V Murali Raaman, since resigned effective from 31st October 2014, was receiving Rs.2.25 lacs per month, which is 1.3 times of the remuneration paid to the Whole-time Director, Mr.Ramanathan Sarathkumar

xiii Affirmation that the remuneration is as per the remuneration policyofthe company

The remuneration is as per the remuneration policyofthe company.

xiv None of the employees is in receipt of remuneration exceeding the limit as specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Auditors:

As per the provisions under Companies Act, 2013 and rules framed thereunder, M/s CNGSN & Associates, Chartered Accountants were appointed as statutory auditors of the Company from the conclusion of the fifteenth annual general meeting held on 29th September 2014 till the conclusion of the eighteenth annual general meeting to be held in the year 2017, subject to ratification of their appointment at every annual general meeting. Subsequent to the appointment, the auditors' firm was converted into an LLP and their name was changed as M/s CNGSN & Associates LLP with effect from 19th November 2014, without any change in constitution or registration number with the Institute of Chartered Accountants of India.

M/s CNGSN & Associates LLP, Statutory Auditors submitted their reports for the Financial Year 2014-15 which, does not contain any qualification, reservations or adverse remarks.

Secretarial Auditor:

As per provisions under section 204 of the Companies Act, 2013 and the rules framed there under, Mr.R Kannan, Practicing Company Secretary was appointed to conduct secretarial audit for the financial year. Report of the secretarial auditor is given as Annexure II, which does not contain any qualification, reservation or adverse remarks.

Reconciliation ofShare Capital Audit:

A qualified practicing Company Secretary carries out secretarial audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and total issued and listed capital. The Reconciliation of Share Capital Audit Report confirms that the total issued / paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.

Risk Management:

The Company has formed a Risk Management Committee to frame, implement and monitor the risk management plans. The committee is responsible for reviewing the risk management plan and ensuring it's effectiveness. The development and implementation of risk management policy has been covered in the management discussion and analysis.

Particulars of loans guarantees and investments:

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

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo:

(A) Conservation of Energy

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

(B) Research and Development

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

(C) Technology absorption, adaptation and innovation

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

(D) Foreign exchange earnings and outgo

The company regularly supplies television contents to overseas broadcasting channels. Details of foreign currency earned and used during the year are provided below.

Year ended Year ended 31-03-2015 31-03-2014

Foreign Exchange US$2,67,632 US$1,71,227 equivalent to equivalent to EarningS Rs.1,62,05,627 Rs.1,01,76,228

US$ 2,000 US$1,930 .. Sing Dollar 9,500 Sing Dollar 824 Expenditure in aggregating aggregating foreign currency equivalent to equivalent to Rs.5,93,915 Rs.1,60,638

Reports and Annexures forming part ofthis report:

(i) Pursuant to clause 49 of the Listing agreement with the Stock exchanges, the following have been made part of this report.

* Management Discussion and Analysis

* Corporate Governance Report

* Certificate from the Auditors regarding compliance of conditions of Corporate Governance.

* Declaration on compliance with Code of Conduct

* Certificate of the Managing Director and the Chief Financial Officer on the financial statements

(ii) As provided under section 92(3) of the Companies Act, 2013, the extract of annual return in the prescribed form MGT-9 is given in Annexure I as part of this report.

(iii) Secretarial Audit Report for the financial year 2014-15 in the prescribed format MR-3 is given in Annexure II as part ofthis report.

Appreciation

The Directors are thankful to the members, customers, vendors, broadcasting channels, marketing agencies, bankers for their confidence and continued support extended to the company. The directors are grateful to the Central and State Governments, Securities and Exchange Board of India, Reserve Bank of India, Registrar of Companies and other Government/ Regulatory Authorities for their continued cooperation.

The Directors would like to express their sincere thanks to the Film Producers Council, Distributors Associations, Actors, Actresses, Sponsors and various other agencies associated with film and television industry and millions of viewers and place on record the support extended by them.

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

For and on behalf of the Board of Directors

-sd- Chennai R Radikaa Sarathkumar 14th August 2015 Chairperson & Managing Director

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure to present their report on the business and operations of your Company for the year ended March 31, 2014.

Financial Performance:

A summary of financial performances during the year is given below, detail analysis is included in the Management Discussion and Analysis:

Particulars Standalone Consolidated 2012-13 2013-14 2013-14

Revenue from 3277.20 2977.58 3167.40 Tele serials/films

Other Income 82.47 33.12 33.12

Operating expenses 3106.12 2807.71 3018.84

Finance cost 112.84 112.92 113.19

Profit/ (loss) 90.71 90.07 68.49 before Tax

Tax expenses / (14.38) (12.51) (12.51) provisions

Net Profit/ (Loss) 105.09 102.58 81.00

Directors:

In accordance with provisions of Companies Act, 1956 and Articles of Association of the company Mr.V Selvaraj retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. However as per the provisions of the Companies Act, 2013, read with the clarification issued by the Central Government vide General Circular No.14/2014 dated 9th June 2014, the existing independent directors, including Mr.Selvaraj shall be appointed under the new Act in compliance with the provisions thereunder at the forthcoming annual general meeting.

Composition of the board of directors and committees thereof, including the audit committee are discussed in detail in the Corporate Governance Report.

Dividends:

No dividend is recommended for the financial year ended 31st March 2014, in view of previous year losses.

Public Deposits:

The company has not accepted any fixed deposit from public during the year under review.

Subsidiary Company:

As on closing of the reporting period, the company had only one subsidiary in Singapore, ''Radaan Media Ventures Pte Limited'', in which entire share capital was wholly owned by the company. Summary financial details of the subsidiary company, for two accounting periods ended 30th September 2013 and 31st March 2014 are provided below.

The Annual accounts of the subsidiary company and the related detailed information shall be made available to shareholders seeking such information at any point of time. These annual accounts of the subsidiary company are also available for inspection by any shareholders in the head office of the holding company and of the subsidiary company.

Corporate Governance:

Pursuant to clause 49 of the Listing agreement with the Stock exchanges, the following have been made part of the Annual Report.

* Management Discussion and Analysis

* Corporate Governance Report

* Certificate from the Auditors regarding compliance of conditions of Corporate Governance.

* Declaration on compliance with Code of Conduct

* Certificate of the Managing Director and the Chief Financial Officer on the financial statements

Auditors:

M/s. CNGSN & Associates, Chartered Accountants retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. They have been the Auditors of the Company since 2003-04 and have completed a term of eleven years. As per the provisions under Companies Act, 2013 and rules notified thereunder, they could be appointed for not exceeding three more consecutive years. The company has received written consent and certificate as required under Section 139 of the Companies Act, 2013 from them for reappointment.

M/s CNGSN & Associates, Statutory Auditors submitted their reports for the Financial Year 2013-14 which, including all remarks there in, are self explanatory.

Reconciliation of Share Capital Audit:

A qualified Practicing Company Secretary carries out secretarial audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and total issued and listed capital. The Reconciliation of Share Capital Audit Report confirms that the total issued / paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.

Directors'' Responsibility Statement:

In compliance with the provisions of Section 217 (2AA) of the Companies Act 1956 (''the Act''), the Directors hereby confirm that:

1) In preparing the annual accounts for the year ended 31stMarch 2014, all the applicable accounting standards have been followed without any material departure.

2) Accounting policies were adopted and applied 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 as at 31st March 2014.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The annual accounts have been prepared on a ''going concern'' basis.

Particulars of Employees

None of the employees is in receipt of remuneration as specified under Section 217(2A) of the companies Act 1956.

Information required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988.

(A) Conservation of Energy

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

(B) Research and Development

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

(C) Technology absorption, adaptation and innovation The company continues to take prudent measures in respect of technology absorption.

(D) Foreign exchange earnings and outgo

The company regularly supplies television contents to overseas broadcasting channels. Details of foreign currency earned and used during the year are provided below:

Appreciation

The Directors are thankful to the members, customers, vendors, broadcasting channels, marketing agencies, bankers for their confidence and continued support extended to the company. The directors are grateful to the Central and State Governments, Securities and Exchange Board of India, Reserve Bank of India, Registrar of Companies and other Government/ Regulatory Authorities for their continued cooperation.

The Directors would like to express their sincere thanks to the Film Producers Council, Distributors Associations, Actors, Actresses, Sponsors and various other agencies associated with film and television industry and millions of viewers and place on record the support extended by them.

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

For and onbehalf of the Board of Directors -sd- R Radikaa Sarathkumar Chairperson & Managing Director

Place : Chennai Date : 8th August 2014

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Mar 31, 2013

Dear shareholders,

The Directors have pleasure to present their report on the business and operations of your Company for the year ended March 31, 2013.

financial Performance:

A summary of financial performances during the year is given below, detail analysis is included in the Management Discussion and Analysis:

(Rs. in Lakhs)

Particulars 2011-12 2012-13

Revenue from Tele serials/flms 3990.87 3199.98

Other income 21.88 109.68

Operating expenses 3630.32 3004.22

Finance cost 66.48 112.84

Proft/ (Loss) before Tax 165.10 90.71

Tax expenses / provisions (3.93) (14.38)

Net Proft/ (Loss) 169.03 105.09

Dividends:

No dividend is recommended for the financial year ended 31st March 2013, in view of previous year losses.

Public Deposits:

The company has not accepted any fixed deposit from public during the year under review.

subsidiary company:

During the year, the Company has formed a wholly owned subsidiary in Singapore with the name and style ''Radaan Media Ventures Pvt Limited''. The subsidiary company is engaged in similar activities that of the holding company. As of the balance sheet date no commercial operation had been started in the subsidiary company, also no investment had been made therein by the holding company.

However as of this reporting date, the holding company has remitted, Singapore $20,000/- towards Equity Capital, including the subscription to the Memorandum of Association and Singapore $ 90,000/- as unsecured loan to the subsidiary company; and the subsidiary company is in the frst year of operation.

Directors:

In accordance with provisions of Companies Act, 1956 and Articles of Association of the company Mr.J Krishna Prasad retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Composition of the board of directors and committees thereof, including the audit committee are discussed in detail in the Corporate Governance Report.

corporate Governance:

Pursuant to clause 49 of the Listing agreement with the Stock exchanges, the following have been made part of the Annual Report.

- Management Discussion and Analysis

- Corporate Governance Report

- Certificate from the Auditors regarding compliance of conditions of Corporate Governance.

- Declaration on compliance with Code of Conduct

- Certificate of the Managing Director and the Chief Financial Officer on the financial statements

auditors:

M/s. CNGSN & Associates, Chartered Accountants retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. The company has received a letter from 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 such reappointment within the meaning of Section 226 of the said Act. The Board recommends reappointment of M/s CNGSN & Associates as Statutory Auditors.

M/s CNGSN & Associates, Statutory Auditors submitted their report for the Financial Year 2012-13 which, including all remarks there in, is self explanatory.

reconciliation of share capital audit:

A qualified practicing Company Secretary carries out secretarial audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and total issued and listed capital. The Reconciliation of Share Capital Audit Report confirms that the total issued / paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.

Directors'' responsibility statement:

In compliance with the provisions of Section 217 (2AA) of the Companies Act 1956 (''the Act''), the Directors hereby confirm that:

1) In preparing the annual accounts for the year ended 31st March 2013, all the applicable accounting standards have been followed without any material departure.

2) Accounting policies were adopted and applied 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 as at 31st March 2013.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The annual accounts have been prepared on a ''going concern'' basis.

Particulars of employees

None of the employees is in receipt of remuneration as specified under Section 217(2A) of the companies Act 1956.

information required under section 217(1)(e) of the companies act, 1956 read with the companies (Disclosure of Particulars in the report of Directors) rules, 1988.

(A) Conservation of Energy

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

(B) Research and Development

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

(C) Technology absorption, adaptation and innovation The company continues to take prudent measures in respect of technology absorption.

appreciation

The Directors are thankful to the members, customers, vendors, broadcasting channels, marketing agencies, bankers for their confidence and continued support extended to the company. The directors are grateful to the Central and State Governments, Securities and Exchange Board of India, Reserve Bank of India, Registrar of Companies and other Government/ Regulatory Authorities for their continued cooperation.

The Directors would like to express their sincere thanks to the Film Producers Council, Distributors Associations, Actors, Actresses, Sponsors and various other agencies associated with film and television industry and millions of viewers and place on record the support extended by them.

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

By order of the Board of Directors

For Radaan Mediaworks India Limited

-sd-

Chennai R Radikaa Sarathkumar

14th August 2013 Chairperson & Managing Director

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Mar 31, 2012

The Directors have pleasure to present their report on the business and operations of your Company for the year ended March 31, 2012.

financial Performance:

A summary of financial performances during the year is given below, detail analysis is included in the Management Discussion and Analysis.

(Rs. in Lacs)

Particulars 2011-12 2010-11

Revenue from Tele serials/films 3990.87 3312.79

Other income 21.88 6.73

Operating expenses 3630.32 3046.42

Finance cost 66.48 41.01

profit/(Loss) before Tax 165.10 96.96

Tax expenses (3.93) (31.60)

Net profit/(Loss) 169.03 128.56

Dividends:

No dividend is recommended for the financial year ended 31st March 2012, in view of previous year losses.

Public Deposits:

The company has not accepted any fixed deposit from public during the year under review.

Directors:

In accordance with provisions of Companies Act, 1956 and Articles of Association of the company Mr.A Krishnamoorthy and Mr. R. Sarathkumar retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Composition of the board of directors and committees thereof, including the audit committee are discussed in detail in the Corporate Governance Report.

Corporate Governance:

Pursuant to clause 49 of the Listing agreement with the Stock exchanges, the following have been made part of the Annual Report.

- Management discussion and analysis

- Corporate Governance Report

- Certificate from the Auditors regarding compliance of conditions of Corporate Governance.

- Declaration on compliance with Code of Conduct

- Certificate of the Managing Director and the Chief Financial officer on the financial statements

Auditors:

M/s. CNGSN & Associates, Chartered Accountants retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. The company has received a letter from 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 such reappointment within the meaning of Section 226 of the said Act. The Board recommends reappointment of M/s CNGSN & Associates as Statutory Auditors.

M/s CNGSN & Associates, Statutory Auditors submitted their report for the Financial Year 2011-12 which, including all remarks there in, is self explanatory.

Reconciliation of Share capital audit:

A qualified practicing Company Secretary carries out secretarial audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and total issued and listed capital. The Reconciliation of Share Capital Audit Report confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.

Directors’ Responsibility Statement:

In compliance with the provisions of Section 217 (2AA) of the Companies Act 1956 ('the Act'), the Directors hereby confirm that:

1) In preparing the annual accounts for the year ended 31st March 2012, all the applicable accounting standards have been followed.

2) Accounting policies were adopted and applied consistently, judgments and estimates were made that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the company as at 31st March 2012.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

4) The Annual accounts have been prepared on a 'going concern' basis.

Particulars of employees

None of the employees is in receipt of remuneration as specified under Section 217(2A) of the companies Act 1956.

Information required under Section 217(1)(e) of the companies act, 1956 read with the companies (Disclosure of Particulars in the report of Directors) rules, 1988.

(A) Conservation of Energy

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

(B) Research and Development

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

(C) Technology absorption, adaptation and innovation

The company continues to take prudent measures in respect of technology absorption.

(D) Foreign exchange earnings and outgo

The company regularly supplies television contents to overseas broadcasting channels. During the year a live event was also conducted in London. Details of foreign currency earned and used during the year are provided below:

Appreciation

The Directors are thankful to the members, customers, vendors, broadcasting channels, marketing agencies, bankers for their confidence and continued support extended to the company. The directors are grateful to the Central and State Governments, Securities and Exchange Board of India, Reserve Bank of India, Registrar of Companies and other Government/Regulatory Authorities for their continued cooperation.

The Directors would like to express their sincere thanks to the Film Producers Council, Distributors Associations, Actors, Actresses, Sponsors and various other agencies associated with film and television industry and millions of viewers and place on record the support extended by them.

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

By order of the Board of Directors For Radaan Mediaworks India Limited

-sd- R. Radikaa Sarathkumar Chairperson & Managing Director

Chennai 14th August, 2012

---

Mar 31, 2011

Dear Shareholders,

The Directors have pleasure to present their report on the business and operations of your Company for the year ended March 31, 2011.

Financial Performance:

The performance of the company and comparative statement of the previous year is given below:

(Rs. in Lakhs)

Particulars 2010-11 2009-10

Revenue from Tele serials/films 3312.79 2996.15

Other income 6.73 60.92

Profit/ (Loss) before Interest, Depreciation and Tax 274.75 (433.38)

Profit/ (Loss) before Depreciation and Tax 232.09 (542.94)

Profit/ (Loss) before Tax 96.96 (679.83)

Profit/ (Loss) after Tax before Extra-ordinary Items 128.56 (635.73)

Net Profit/(Loss) 128.56 (655.35)

Performance of the company has been discussed in detail in the Management Discussion and Analysis.

Dividends:

No dividend is recommended for the financial year ended 31 st March 2011, in view of previous year losses.

Public Deposits:

The company has not accepted any fixed deposit from public during the year under review.

Directors:

In accordance with provisions of Companies Act, 1956 and Articles of Association of the company Mr.P.M Venkatasubramanian and Dr.M K Sinha retire by rotation at the ensuing Annual General Meeting. Both the retiring directors have expressed to the board that on personal grounds they will not be able to offer themselves for reappointment.

Mr.J Krishna Prasad was co opted to the Board as Additional Director on 12th February 2011. He holds office upto the ensuing Annual General Meeting. Composition of the board of directors is discussed in detail in the Corporate Governance Report.

Corporate Governance:

Pursuant to clause 49 of the Listing agreement with the Stock exchanges, the following have been made part of the Annual Report.

- Management discussion and analysis

- Corporate Governance Report

- Certificate from the Auditors regarding compliance of conditions of Corporate Governance.

- Declaration on compliance with Code of Conduct

Auditors:

M/s. CNGSN & Associates, Chartered Accountants retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. The company has received a letter from 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 such reappointment within the meaning of Section 226 of the said Act. The Board recommends reappointment of M/s CNGSN & Associates as Statutory Auditors.

M/s CNGSN & Associates, Statutory Auditors submitted their report for the Financial Year 2010-11 which, includ- ing all remarks there in, is self explanatory.

Reconciliation of Share Capital Audit:

A qualified practicing Company Secretary carries out secretarial audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and total issued and listed capital. The Reconciliation of Share Capital Audit Report confirms that the total issued / paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.

Directors' Responsibility Statement:

In compliance with the provisions of Section 217 (2AA) of the Companies Act 1956 ('the Act'), the Directors hereby confirm that:

1) In preparing the annual accounts for the year ended 31st March 2011, all the applicable accounting standards have been followed.

2) Accounting policies were adopted and applied 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 as at 31st March 2011.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

4) The Annual accounts have been prepared on a 'going concern' basis.

Particulars of Employees

None of the employees is in receipt of remuneration as specified under Section 217(2A) of the companies Act 1956.

Information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988.

(A) Conservation of Energy

The company continues to take prudent measures for saving electricity and other energy resources in day-to-day activities.

(B) Research and Development

The company has not carried out any specific research activity during the year under review.

(C) Technology absorption, adaptation and innovation

The company continues to take prudent measures in respect of technology absorption. During the year under review two nos. of P2 camera, the latest technology in Cinematography were imported.

Appreciation

The Directors are thankful to the members, customers, vendors, Sun TV Network, Vision Time, Century Communications, Maharaja Organisation and Indian Overseas Bank for their confidence and continued sup- port extended to the company. The directors are grateful to the Central and State Governments, Securities and Exchange Board of India, Reserve Bank of India, Registrar of Companies and other Government/ Regulatory Authorities for their continued cooperation.

The Directors would like to express their sincere thanks to the Film Producers Council, Distributors Associations, Actors, Actresses, Sponsors and various other agencies associated with film and television industry and millions of viewers and place on record the support extended by them.

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

By order of the Board of Directors For Radaan Mediaworks India Limited

-sd-

Chennai R Radikaa

26th July 2011 Chairperson & Managing Director

---

Mar 31, 2010

The Directors are pleased to present their report on the business and operations of your Company for the year ended March 31, 2010.

Financial Performance:

The performance of the company and comparative statement of the previous year is given below:

(Rs. in Lakhs)

Particulars 2009-10 2008-09

Revenue from Tele serials 2996.15 3223.92

Revenue from flms 0.00 5.20

Proft/(Loss) before Interest, Depreciation and Tax (433.38) 198.26

Proft/ (Loss) before Depreciation and Tax (542.94) 54.83

Proft/ (Loss) before Tax (679.83) (80.46)

Proft/ (Loss) after Tax before Extra-ordinary Items (635.73) (63.83)

Net Proft/(Loss) (655.35) (734.83)



Revenue from operations during the year was marginally lower than that of previous year. During the fnancial year, the long awaited Tamil Film “Jaggubhai” was released by the co-producer M/s.Zee Entertainment Enterprises Limited (ZEEL). The flm was jointly produced with (ZEEL) in 50:50 ratio.

The company has incurred loss of Rs.433.37 lakhs from operation during the year against a proft of Rs.198.26 lakhs during previous year. The operating loss is mainly due to recognition of production expenses of Rs.712.10 lakhs relating to “Jaggubhai”. Revenue sharing income, if any, will be recognized on receipt basis.

However your company is consistently continue to produce good TV Serials and generating substantial revenue from it.

Outlook for the Year 2010-11:

During the fnancial year 2010-11 your company will continue to produce good quality TV programs and is optimistic about growth in proft and revenue.

Dividends:

No dividend is recommended for the fnancial year ended 31st March 2010, in view of the loss.

Fixed Deposits:

The company has not accepted any fxed deposit during the year.

Directors:

Since the last Annual General Meeting the following changes have taken place in the Board of Directors.

1) Mr.S Priyadarshan has resigned from the Board with effect from 1st April 2010

2) Mr.R. Sarathkumar was reappointed as Whole-time Director for a period of three years with effect from 1st April 2010.

3) Mr.R.Santhanam was reappointed as Whole-time Director for a period of three years with effect from 1st April 2010. He has resigned subsequently with effect from 9th June 2010.

4) Mr.Arunachalam Krishnamoorthy was appointed as additional director with effect from 12th August 2010. The company has received a notice of his candidature as director to be appointed at the ensuing Annual General Meeting.

Mr.PK.Raghukumar and Mr.R.Sarathkumar retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Corporate Governance:

Pursuant to clause 49 of the Listing agreement with the Stock exchanges, the following have been made a part of the Annual Report and are attached to this report.

* Management discussion and analysis

* corporate Governance Report

* Certifcate from the Auditors regarding compliance of conditions of Corporate Governance.

Auditors:

M/s. CNGSN & Associates, Chartered Accountants retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment. The company has received a letter from 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 disqualifed for such reappointment within the meaning of Section 226 of the said Act. The Board recommends the reappointment of M/s CNGSN & Associates as Statutory Auditors.

Directors Responsibility Statement:

Incompliance of the provisions of Section 217 (2AA) of the Companies Act 1956 (‘the Act’), the Directors hereby confrm that:

1) In preparing the annual accounts for the year ended 31st March 2010, all the applicable accounting standards have been followed.

2) Accounting policies were adopted and applied 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 as at 31st March 2010.

3) Proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

4) The Annual accounts have been prepared on a ‘going concern’ basis.

Particulars of Employees:

None of the employees is in receipt of remuneration as specifed under Section 217(2A) of the companies Act 1956.

Information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988:

Your company being in Media & Entertainment Industry, provisions of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to it. However, adequate measures have been taken to reduce energy consumption wherever possible and your company adopts latest technological changes in the industry as far as possible.

Foreign exchange earnings and outgo:

The company is mainly functioning in production and marketing of flm and TV programs and hence it has no routine export activities.

Total foreign exchange used and earned:

Year ended Year ended

31-03-2010 31-03-2009

(a) Foreign Exchange Earnings US$1,08,323 equivalent US$1,27,336 equivalent

to Rs.51,103 to Rs.56,89,395

(b) Expenditure in foreign currency US$ 400 US$ 1,16,500

RM 2,000 AU$ 1,13,000

aggregating equivalent THB 2,27,38,540

to Rs.46,210 MR 92,250

aggregating equivalent

to Rs. 4,03,13,422



ACKNOWLEDGEMENT

The Directors are thankful to the members, investors, customers, vendors, Sun TV Network, UTV, Vision Time, Century Communications, Maharaja Organisation and India Overseas Bank for their confdence and continued support extended to the company. The directors are grateful to the Central and State Governments, Securities and Exchange Board of India, Reserve Bank of India, Registrar of Companies and other Government/ Regulatory Authorities for their continued cooperation.

The Directors would like to express their sincere thanks to the Film Producers Council, Distributors Associations, Actors, Actresses, Sponsors and various other agencies associated with flm and television industry and millions of viewers and place on record the support extended by them.

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



By order of the Board of Directors

For Radaan Mediaworks India Limited

-Sd-

Chennai R. RADIKAA

12th August 2010 Chairperson & Managing Director