Radaan Media. Director Discussions


Dear Shareholders,

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 2023. Consolidated performance of the Company has been referred to wherever required.

Financial Performance:

Summary financial performance of the Company is provided below and a more detailed report, state of its affairs are included in the Management Discussion and Analysis:

(Rs. in Lakhs)

Particulars Standalone Consolidated
2022-23 2021-22 2022-23 2021-22
Revenue from Operation 1243.37 989.35 1243.37 989.35
Other income 1.11 127.85 2.05 127.85
Finance cost 242.80 196.10 242.86 196.18
Depreciation and amortization 7.11 25.59 7.11 25.59
Erofit/ (Loss) before Exceptional (172.81) (431.98) (171.93) (433.21)
Exceptional Items -- -- -- --
Profit/ (Loss) before Tax (172.81) (431.99) (171.93) (433.21)
Tax expenses / provisions (3.00) 0.95 (3.00) 0.95
Profit after Tax (169.81) (432.94) (168.93) (434.16)
Other Comprehensive Income 0.05 0.01 0.05 0.01
Total Comprehensive Income (169.76) (432.93) (168.88) (434.15)

Dividends: The Directors have not recommended any dividend to be paid for the financial year ended 31st March 2023 considering current year losses.

Reserves: The Company does not propose to transfer amounts to the general reserve.

Share Capital: There was no change in share capital of the Company during the financial year 2022-23.

Public Deposits:

During the year under review, Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act and the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

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

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:

(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.

Based on the work performed by the internal, statutory and secretarial auditors, including audit of internal financial controls over financial reporting by the statutory auditors, the board is of the opinion that the Companys internal financial controls and compliance systems were adequate and effective during the reporting period..

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. The Form No.: AOC - 1, a statement containing salient features of the unaudited financial statements of the subsidiary company is provided as Annexure I. Also refer Note No.36 forming part of the financial statements. The unaudited accounts of the subsidiary are available on companys website www.radaan.tv and copy shall be provided to shareholders on need. Policy for determining material subsidiaries of the Company is also available on the website of the Company.

Directors and key managerial personnel:

Mr.Janardan Krishna Prasad has resigned after closure of the financial year with effective from 4th August 2022. In his place Mr.T R Vijay Viswanath has been appointed as an independent director for five years effective from 1st September 2022. Mr.T.R.Vijay Viswanath has strong Domain Experience and Expertise knowledge in marketing in Television Business and exhaustive involvement in creative and management aspects of programming. Pursuing and adapting to the changing factors of New Media development. He has conducted various events in media sector, and Leadership awards and launched portals connecting media community across the nation. His induction into the Board was duly approved by the Shareholders in the 23 rd AGM.

Appointments to the office of Independent Directors were in terms of provisions under the Companies Act, 2013 ("Act"), and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). 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 at www.radaan.tv. They have submitted declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and SEBI Listing Regulations and not disqualified from being appointed as Directors.

Mrs.R Radikaa Sarathkumar (DIN:00238371), Managing Director; Mr.Ramanathan Sarathkumar, Whole-time Director; Mr.M.Kavirimani, Chief Financial Officer, Mr.Ajay Kumar Rana, Company Secretary were the key managerial personnel of the Company, pursuant to the provisions of section 203 of the Act.

Mrs.Radikaa Rayane had stepped down from whole-time directorship with effect from 10th December 2021and continuing as Nonexecutive Director with immediate effect. Ms. Radikaa Rayane, retires by rotation and being eligible has offered herself for reappointment.

Mr.Kanhu Charan Sahu had resigned as Company Secretary with effect from closing hours on 6th April 2022 and in his place Mr.Ajay Kumar Rana a member of the Institute of Company Secretaries of India with Registration No.A27952 has been appointed as Company Secretary and Compliance Officer with effect from 1st September 2022.

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.

Companys 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.

Board evaluation:

One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board in consultation with the Nomination and Remuneration Committee lays down the evaluation criteria for the performance evaluation of Executive/Non- Executive and Independent Directors.

The following are the criteria on the basis of which the Directors are evaluated:

1) Knowledge to perform the role;

2) Time and Level of Participation;

3) Performance of Duties and Level of Oversight;

4) Professional Conduct and Independence etc.

During the year under review, a structured questionnaire was circulated to the Members of the Board for seeking feedback from the Directors on various aspects such as Boards & Committees functioning, knowledge & skills of the Board of Directors, managing relationships, fulfilment of independent criteria by Independent Directors, leadership & strategy formulation by Executive Directors etc. The questionnaire of the survey is a key part of the process of reviewing the functioning and effectiveness of the Board & Committee and for identifying possible paths for improvement.

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI Listing Regulations. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairperson was also evaluated on the key aspects of her role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairperson was evaluated. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Annual Return:

Copy of the Annual Return of the Company as per Section 92(3) of the Companies Act, 2013 is available on the Company website www.radaan.tv.

Auditors:

There are no instances of frauds reported by auditors pursuant to sub-section (12) of Section 143 which are reportable to the Central Government.

Statutory Auditors:

M/s. SRSV & Associates, Chartered Accountants, (Firm Reg. No.015041S) were appointed as Statutory Auditors of the Company at the 18thAGM held on 30thSeptember 2017, for a term of 5 (five) consecutive years. Accordingly, their first term as Statutory Auditors expires at the conclusion of the 23rdAGM. Pursuant to the provisions of Section 139(2)(b), an audit firm can be appointed for two terms of five consecutive years each. Accordingly, the Board approved the reappointment of M/s. SRSV & Associates based on the recommendations of the Audit Committee and the same is subject to the approval of the Members of the Company.

The proposal for seeking Members approval for the re-appointment of M/s. SRSV & Associates as the Statutory Auditors, for the second term of 5 (five) years commencing from the conclusion of the 23rdAGM until the conclusion of the 28thAGM to be held in the year 2027 was placed and members approved their re-appointment in 23rdAGM.

M/s. SRSV & Associates have provided their consent and a certificate of their eligibility under sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014 for their continuance as the Statutory Auditors of the Company for the second term of 5 (five) years. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The statutory auditors have issued their report on the standalone and consolidated financial statement of the company and the same were appended here to this report.

The auditors reports on standalone and consolidated financial statements were qualified on following grounds.

1. Disruption in Operations owing to COVID -19

We draw attention to Note No.3 of the Financial Statement which discloses that the industry in which the Company operates is adversely affected owing to the impact of Covid-19. It is also not clear as to when the operations will regularise.

2. Material Uncertainty relating to Going Concern

We draw attention to Note No. 20 of the Standalone Financial Statements. The Companys net worth has fully eroded and its current liabilities have exceeded its current assets. In the current scenario, the Company is faced with liquidity crunch and has undisputed statutory dues to the tune of Rs. 138.47 lakhs that are yet to be paid as at 31st March 2023. These events or conditions, along with other matters indicate that a material uncertainty exists that may cast significant doubt on the Companys ability to continue as a going concern. However, the Company is confident of meeting its obligations in the normal course of its business and accordingly, the financial statements of the Company have been prepared on a going concern basis.

3. Investments

We draw attention to Note No. 9 (i) of the Standalone Financial Statements relating to Companys non-current investment in Celebrity Cricket League Pvt Ltd of Rs.72.25 Lakhs as at 31/03/2023, the Company has not assessed fair value due to covid-19 pandemic situation.

We draw attention to Note No. 8 and Note No. 17 of the Standalone Financial Statements relating to Companys Investment in wholly owned subsidiary Radaan Media Ventures Pte Ltd amounting to Rs 9.35 lakhs and the companys loans and advance to subsidiary amounting to Rs 18.46 lakhs respectively as on 31/03/2023. The investment in the subsidiary has not been tested for impairment as per Ind AS 36.

The following were the managements reply to the qualifications made by the statutory auditors in their report for financial year 2022-23.

1. Impact of COVID-19 Pandemic

The lockdowns and restrictions imposed on various activities due to COVID - 19 pandemic to contain its spread, posed unprecedented challenges to all businesses. The Company have also been impacted; supply of fresh content is constrained because of stoppage of all the shooting and other allied production activities resulting in revenue loss for the Company. The Company managed to ensure functioning of critical operations by providing necessary digital infrastructure to allow employees to operate from home. All production remained closed as the Company followed local regulations during the lockdown. The Company resumed its content production operations as per the directives and permissions of the State Government and other statutory and trade bodies on 10th July 2020, complying with the advisories issued by concerned authorities and following all health and safety measures. Corporate offices were opened as per the directions received from the concerned authorities with limited staff as per local and central guidelines. Further details on impact of Covid-19 Pandemic are provided under Note No.3 of the Standalone Financial Statements.

2. Material Uncertainty relating to Going Concern

The Covid-19 pandemic created hardship in operations of the Company worsening the liquidity position. The company is yet to recover from the impact caused by Covid-19 pandemic. Though, the turnover of the Company was increased during the year but the position has not changed from resulting gross losses and liquidity crunch. Company was not able to meet its liabilities including statutory dues on time. The current liabilities were brought down to approx 2 times of current assets as compared to 4.5 times of the previous year. As at the balance sheet date, company has negative net-worth of (-) 1151.32 lakhs as compared to (-) Rs.981.58 lakhs of the previous year and the following is the undisputed statutory dues pending to be remitted.

Nature of Payment Amt (Rs Lakhs) Details
Tax Deducted at Source (incl. delay period interest) 138.47 January 2022 - March 2023

Management is fully committed to clear statutory dues in compliance of applicable provisions under respective law.

3. Investments

On account of Covid-19 pandemic, applying fair value measurement was deferred till return of normalcy to determine the fair value of the investment. Other details on the investment are provided under Note No.37 of the Standalone Financial Statements.

Further to the qualification, auditors made under Emphasis of matter with respect to delay in completion of the commercial building under construction. Auditors in their report on the standalone and consolidated financial statements stated as, refer to Note No.48(A) of the Statement regarding delay in completion of the building under construction. Total aggregate Capital Work- In-Progress of Rs.17.48 Crores as at 31/3/2023, comprise of Land UDS consideration (including registration & Stamp duty and processing charges) of Rs.10.62 Crores, stage wise construction payment of Rs.2.65 Crores and interest on bank borrowing cost of Rs.4.21 Crores capitalised during construction period. Our opinion is not modified in respect of this matter. The company shall take necessary steps in order to overcome the hurdle caused due to delay in completion.

Secretarial Auditor:

As per provisions under section 204 of the Companies Act, 2013, the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, M/s.KRA & Associates, Company Secretaries were 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, however it contains penalty paid for certain issues pertaining to delay in filing of secretarial compliance report and filling up of non-executive independent director.

Cost Records and Audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

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.

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) of the Act and Regulation 22 of the SEBI Listing Regulations. The policy is available in website of the Company at www.radaan.tv.

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
Executive Directors:
Mr.Ramanathan Sarathkumar 16.89
Independent Directors:
Mr.J Krishna Prasad* 0.12
Mr.V Selvaraj 0.68
Mr.Narayanan Anathakrishnan Iyer 0.64
Mr.T.R.Vijay Viswanath 0.24
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, Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
Mr.Ramanathan Sarathkumar, Whole-time Director -
Mr.M.Kavirimani, Chief Financial Officer 13.42
Mr.Ajay Kumar Rana# 100
Mr.Kanhu Charan Sahu, Company Secretary* (-) 98.33
Mr.J Krishna Prasad, Independent Director* (-) 83.33
Mr.V Selvaraj, Independent Director (-) 5.88

*Resigned and hence application is to the extent as associated for a part of the year.

# Joined during the year and hence no comparison could be made with previous year figures.

iii The percent increase in the median remuneration of employees in the financial year (-) 17.34%

iv The number of permanent employees on the rolls of the company - 20

V During the year no increment was made in the salary of employees including the managerial personnel.

vi The remuneration is as per the remuneration policy of the company.

vii With respect to disclosures pertaining to remuneration of employees and other details as required under Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and also having regard to the proviso to Section 136(1) of the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information(s) is being sent to the members of the Company, however statement showing the names and other requisite particulars of such employees set out in the aforesaid rules is available for inspection at the Registered Office of the Company during working hours for a period of 21 days before the date of AGM and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

Transactions with Related Parties:

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website www.radaan.tv. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party Transactions ("RPT") entered during the year were placed before the Audit Committee for review and approval.

A complete list of RPTs is provided as part of Notes to Accounts. None of the transactions with related parties could be considered not in the ordinary course of business or not in arms length in terms of Section 188 of the Companies Act, 2013. The informa tion 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 III in Form AOC-2 and the same forms part of the Boards report.

Risk Management:

The Company has in place a Risk Management Policy, pursuant to Section 134 of the Companies Act, 2013, which is published in the website of the Company at www.radaan.tv. The Board of Directors and the Audit Committee shall be responsible for framing, implementing and monitoring the risk management plan of the company. Senior Executives shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning.

The major risks identified by the business/ functions and the ways mitigation has been covered in the management discussion and analysis.

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, its 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 its 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 31-03-2023 Year ended 31-03-2022
Foreign Exchange Earnings US $ 33,467.56 US $ 48,412.44
equivalent to equivalent to
Rs. 26,92,112 Rs. 35,74,500
Expenditure in foreign currency NIL NIL

Corporate Governance Reports:

Pursuant to Regulation 34 of the SEBI Listing Regulations and other applicable provisions, 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

• Certificate of non-disqualification of Directors by a Practicing Company Secretary

Obligation under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has in place a policy for prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and an Internal Complaints Committee has been set up to look into complaints relating to sexual harassment. During the year 2022-23, no such complaint has been received.

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 Board of Directors

Date : 14th August, 2023
Place: Chennai

Sd/-

Sd/-

V.Selvaraj

R.Radikaa Sarathkumar

(DIN : 00052444)

(DIN : 00238371)

Non-Executive Chairman

Managing Director