Diksat Transworld Ltd Directors Report.

DIKSAT TRANSWORLD LIMITED

To

The Members

Diksat Transworld Limited

Your Directors have pleasure in presenting the 19th Board Report of the Company together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

Particulars 2017-18 2016-17
Gross Income 1197.50 974.56
Profit before Interest and Depreciation 236.10 130.77
Finance cost 7.89 6.92
Depreciation 96.12 83.67
Net Profit/(loss) before Tax 132.09 40.18
Tax expenses (52.53) 17.88
Net Profit/(loss) after tax 79.56 22.30
Balance of profit /(loss) brought forward (73.77) (96.07)
Dividend Nil Nil
Dividend Tax Nil Nil
Surplus carried to balance sheet ..5.79 (73.77)

Companys Financial Performance

Our company made a gross revenue increase from Rs.974.56 Crores to Rs 1197.49. crores. An increase of 22.88% as compared to the previous year. The increase in revenue accounted due to business development activities. The profit earned after tax is Rs. 79.56 Lacs as compared to previous financial year profit after tax of Rs. 22.30 Lacs increase due to better mix of business activities. Your Directors are optimistic of achieving better results in the coming year

Change In Nature Of Business

Your Company continues to operate in same business segment of Media and entertainment. During the financial year 2017-18, the Company has made Profit, However the directors decided to conserve resources for maintaining the same as reserves and adjustment of debit balance of the profit and loss account. So your Directors decided not to declare any dividend for the financial year 2017-18 (Previous Year - Nil).

Events occurring after the date of Balance sheet

The company has acquired the business of M/s Adfarm Private Limited by way of the following:

a) The company has acquired 51% of the shareholding of M/s Adfarm Private Limited for a purchase consideration of Rs. 354.96 lakhs. The shares are to be transferred from Mr. Krishnan Naranapatty to M/s Diksat Transworld Limted.

b) Of the purchase consideration of Rs. 354.96 lakhs, Rs. 25.00 lakhs will be paid by cash to Mr.Krishnan Naranapatty and the balance amount of Rs. 329.96 lakhs is to be issued by way of 3,29,960 shares at a price of Rs.100/- per share to Mr.Krishnan Naranapatty.

The issue of shares of Rs. 329.96 lakhs to Mr. Krishnan Naranapatty will be preferential issue. The board approved the acquisition of business on 10th April 2018 and the shareholders of the company approved for issue of shares by preferential issue to Mr.Krishnan Naranapatty at their Extraordinary General Meeting held on 24th May 2018.

Dividend

During the financial year 2017-18, the Company has marginal profit considering the business requirements and debit balance of profit and loss account the directors have decided to conserve the resources for the company (Previous Year - Nil).

Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

There is no any Unclaimed Dividend Amount in the Balance Sheet of the Company as on March 31 ,2018. Considering the above point there is no Question of transferring the amount in the Investor Education And Protection Fund as per the provisions of Section 125(2) of the Companies Act, 2013, does not arise.

Transfer To Reserves

Your Company has not transferred any amount to reserves.

Information About Subsidiary/JV/Associate Company

As on March 31, 2018, there is no subsidiary or JV or associate Company. A statement of "Nil " Is attached with this report.

Board of Directors and Key Managerial Personnel:

As per Section 152(6) of the Companies Act, 2013, the following directors retires by rotation and being eligible offers himself for re-appointment as the Director of the Company.

a) Mr. R.Gunaseelan Rangabhasin

b) Mr. T.Thiyaharajhan

The Board of Directors placed on record and wants to have their continued contribution for the growth of the company.

Constitution of Board:

The Board of the Company comprises Six Directors out of which two are Independent Directors (including one women director), three whole time directors and one non-executive Directors. The composition of Board complies with the requirements of the Companies Act, 2013. Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from requirement of having composition of Board as per Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

Meeting of the Board of Directors

During the Financial Year 2017-18, the Company held 6 meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

Sl.No Meetings of the Board of Directors Board Strength No. of Directors Present
1 21-04-2017 6 6
2 29-05-2017 6 6
3 21-08-2017 6 6
4 03-11-2017 6 6
5 14-11-2017 6 6
6 12-02-2018 6 6

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has Two Non-Promoter Independent Directors in line with the Companies Act, 2013. A separate meeting of Independent Directors was held on 5th February 2018 to review the performance of Non-Independent Directors and Board as whole and performance of Chairman of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.wintvindia.com.

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013. The criteria on which Independent Directors were evaluated was, inter alia, attendance and participation in Board Meetings/Committee Meetings/General Meetings, opinion, judgment, estimate provided on key agenda items, exercise of objective independent judgment on strategy, performance, risk management etc. in the best interest of Company, confirmation of adequacy of internal control on financial reporting, maintenance of confidentiality of information of the Company obtained in capacity of Independent Director, initiative to maintain integrity, ethics and professional conduct, initiative to check conflict of interest and maintenance of independence, adherence to the applicable code of conduct for independent directors, managing relationships with fellow Board members and senior management.

The criteria on which Non-Independent Director of the Company were evaluated were interalia, attendance and participation in Board Meetings/Committee Meetings/General Meetings, knowledge of sector where company operates, various directions provided in key decision making of the Company, understanding key risk for the Company and avoidance of risk while executing functional duties, successful negotiations/deals, smooth functioning of business/internal operation, initiative to maintain corporate culture and moral values, commitment, dedication of time, leadership quality, attitude, initiatives and responsibility undertaken, decision making, achievements.

Evaluation of Directors of the Company:

The formal evaluation of Board as whole and Non-Independent Director of the Company and of the Independent Directors of the Company was done at the respective meetings of Independent Director and Board of Directors each held on 5th February 2018 conflict of interest and maintenance of independence, adherence to the applicable code of conduct for independent directors, managing relationships with fellow Board members and senior management. The criteria on which Non-Independent Director of the Company were evaluated were inter alia, attendance and participation in Board Meetings/Committee Meetings/General Meetings, knowledge of sector where company operates, various directions provided in key decision making of the Company, understanding key risk for the Company and avoidance of risk while executing functional duties, successful negotiations/deals, smooth functioning of business/internal operation, initiative to maintain corporate culture and moral values, commitment, dedication of time, leadership quality, attitude, initiatives and responsibility undertaken, decision making, achievements.

Information on Directorate:

During the financial year 2017-18, there was no change in the constitution of the Board.

Further, in accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr.R.Gunaseelan Rangabhasin and Mr.T.Thiyaharajhan, retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for reappointment as such. The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), of the person seeking re-appointment/ appointment as Director are also annexed to the Notice convening the annual general meeting. None of the Directors on the Board hold directorships in more than ten public companies. Further none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a Director. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2017 have been made by the Directors.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act, 2013, the Company is having the following Key Managerial Personnel :

1. Dr. T.Dhevanathan Yadav as Chairman and Managing Director

2. Mr. T.Thiyagarajan Whole Time Director

3. Mr. Gunaseelan Rangabhasiyan, whole time Director

4. Mr.Muthukumar.B , Company Secretary and Compliance officer

5. Mr.K.Rajasekaran, Chief Financial Officer

Disclosure Of Remuneration:

The information required under section 197 (12) of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as an Annexure I.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Financial Statements of the Company, prepared in accordance with the relevant Accounting Standards of the Institute of Chartered Accountants of India, duly audited by the Statutory Auditors, form a part of the Annual Report and are reflected in the Consolidated Accounts. Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Companys associate in Form AOC-1 is annexed herewith as Annexure - II (A) for your kind perusal and information.

Transactions with Related Parties:

The Company has entered into transaction with the company in which our Directors are Interested, which are falling within the purview of Section 188 of the Act, for which requisite approval of Board is taken. However, transaction entered with Companies wherein Directors are interested is at arms length basis and in ordinary course of business hence, no approval from the Board or Shareholders is required. Information on transactions with related parties pursuant to section 134 (3) (h) of the Act read with rule 8 (2) of the Companies (Accounts) Rules, 2014 are given in Annexure II (B) in Form AOC-2 and the same forms part of this report.

Material Changes And Commitments

There have been no material changes and commitments, which is, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Extract Of Annual Return

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith as Annexure - III for your kind perusal and information.

Directors Responsibility Statement

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

a) In preparation of annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

c) The Directors had taken proper and sufficient 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 fraud and other irregularities;

d) The Directors had prepared the annual accounts ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors And Report Thereon:

M/s DPV & Associates (FRN:011688S), Chartered Accountants, Chennai were appointed by the shareholders in their meeting held on 29thSeptember 2017 for a period of five years however the appointment of auditors to be ratified in the ensuing Annual General Meeting. The Company has received a certificate from M/s DPV & Associates (FRN:011688S) confirming their eligibility for appointment as auditor to the effect that the appointment if made, would be within prescribed limits under Section 139 of the Companies Act 2013.

The Board of Director of your Company recommends for the ratification of their appointment for a period of one year from the conclusion of 19th Annual General Meeting (AGM) till the conclusion of 20th Annual General Meeting (AGM).

The Auditors Report on the accounts of the Company for the accounting year ended March 31, 2018 is self-explanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed

M/s.A.Satheesh Kumar & Associates, Company Secretaries, Chennai to undertake the Secretarial audit of the Company. The Secretarial Auditor Report provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure.

Corporate Governance

The Company being listed on the Small and Medium Enterprise platform is exempted from provisions of para C, D and E of schedule V as per Regulation 15 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no corporate governance report is not required. However, our company has adhered to corporate governance by having optimum combination of independent directors and executive directors on Board of our Company.

Loans, Guarantees And Investments U/S 186 Of The Companies Act, 2013 Loans to Group companies and loan to Associates is within the permissible limit of lending as per the provisions of the companies Act 2013. The company is taking steps to make use of the companies for business development of the media industry in terms of film shooting and other required activities relating to the business of the company.

The company is positive of recovering the money from the Group companies as applicable.

Explanation on Comments by Auditor in his Report:

Comment by Auditor:

According to the information and explanations given to us, there are transactions of granting loans to companies/firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013without stipulation as to the repayment of principal and interest.

a) In the light of above, we do not comment on terms and conditions of grant of such loans.

b) In the light of above, we do not comment on repayment of the principal amount and interest.

c) In the light of above, we do not comment on the reasonable steps have been taken by the company for recovery of the principal and interest.

Explanation on Auditors Comment:

Boards reply

The company is in process of diversification plans. To have studio maintenance for the company and to achieve Business continuity plans the company has given amounts to the group companies to establish infrastructure for the benefit of the company.

The company has granted loan to its associates and invested amount within the limits prescribed limit. The company has passed the resolution under section 186(2) and approved by shareholders in the extra ordinary general meeting held on December , 2015, It is within the limits of the powers given under the Companies Act 2013.

Disclosure under the Sexual Harassment of women at workplace (prevention, prohibition, and redressal) Act 2013:

An Internal complaints committee (ICC) is set up to redress complaints received regarding the sexual harassment and discrimination at work place. During the year ended March 31,2018 the ICC has received no complaints pertaining to sexual harassment /discrimination at work place.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure V of Boards Report.

A. Conservation of Energy:*

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

i) Steps taken/impact on conservation of energy: N.A.

ii) Steps taken by the company for utilizing alternate sources of energy including waste generated: Nil

iii) Capital investment on energy conservation equipment: NIL

* Your Company is in Business of Media and entertainment.

B. Technology Absorption:*

i) The efforts made towards technology absorption; N.A.

ii) The benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- N.A.

* Your Company is in Business of Media and entertainment the technology absorption.

C. Foreign exchange earnings and Outgo (Amount in Rs.)

There is no Foreign Exchange earned in terms of actual inflows.

The foreign exchange outflow during the year is given below:

Particulars 2017-18 2016-17
CIF value of Imports 9,86,529 Nil
Directors travel 6,45,760 6,08,788

Public Deposits:

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2018

Corporate Social Responsibility

The provisions of Section 135(1) and 135(5) of the Companies Act, 2013 regarding constitution of Corporate Social Responsibility (CSR) Committee and spending of at least 2% of average net profit are not applicable to the Company.

Risk Management

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

Nomination And Remuneration Policy

In terms of Section 178(3) of the Companies Act, 2013 and provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a policy on Directors, Key Managerial Personnel and Senior Management Employees appointment and remuneration including criteria for determining their qualifications, positive attributes, independence and other prescribed matters was formulated and recommended by the Nomination and Remuneration Committee and adopted by the Board of Directors and it is followed by the company.

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 to the extent the transactions took place on those items during the year.

General Disclosures

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 to the extent the transactions took place on those items during the year.

Acknowledgement

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

For and on behalf of Board of Directors

DIKSAT TRANSWORLD LIMITED

Dr. T. Dhevanathan Yadav

Chairman and Managing Director

(DIN: 01431689 )

Date: May 29.2018

Place: CHENNAI.