Reliance MediaWorks Ltd Directors Report

Dear Shareowners,

Your Directors present the 37^th Annual Report and the audited financial statement for the financial year ended March 31, 2024.

Financial Performance and State of Companys Affairs

The Financial Performance of the Company for the financial year ended March 31, 2024 is summarised below:

(Rs in lakhs)

*Previous year figures has been regrouped / reclassified wherever required.

Particulars	Standalone		Consolidated
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from operations	-	-	-	-
Other Income	79.83	765.19	3825.65	823.56
Total Income	79.83	765.19	3825.65	823.56
Total Expenses	16,371.60	16,638.86	20,794.10	20,619.28
Less: Exceptional Items				(1,433.14)
Profit / (Loss) Before Tax	(16,291.76)	(15,873.67)	( 16,968.46)	(21,228.67)
Tax Expense	-	-	-	0.80
Profit / (Loss) After Tax before Comprehensive Income	(16,291.76)	(15,873.67)	( 16,968.46)	(21,229.67)
Other Comprehensive Income
Total Profit / (Loss)	(16,291.76)	(15,873.67)	( 16,968.46)	(21,229.67)

Dividend

During the year under review, the Board of Directors has not recommended any dividend on the Shares of the Company.

Reserves

For the financial year ended 31.03.2024, your Directors do not recommend transfer of any amount to any reserves.

Changes in Share Capital

During the year under review, there is no change in authorized and paid-up share capital of the Company.

The State of Companys Affairs:

Standalone:

The Company has not generated any revenue from operations during the year ended 31^st March, 2024. The total expenses of the Company stood at Rs. 16,371.60/- lakhs during the year under review and after adjustments, the Company has incurred losses amounting to Rs. 16,291.76/- lakhs for the year ended March 31, 2024 as compared to loss of Rs. 15,873.67/- lakhs incurred for the year ended March 31, 2023.

Consolidated:

On a consolidated basis, The Company has not generated any revenue from operations during the year ended 31^st March, 2024. The total expenses of the Company stood at Rs. 20,794.10/- lakhs during the year under review and after adjustments, the Company has incurred losses amounting to Rs. 16,968.47/- lakhs for the year ended March 31, 2024 as compared to loss of Rs. 21,229.67/- lakhs incurred during the year ended March 31, 2023.

Deposits

The Company has neither accepted nor renewed any fixed deposits during the year. There are no unclaimed deposits, unclaimed/ unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2024.

Particulars of Loans, Guarantees or Investments

The Company has not given any loans, provided guarantees or security, made investments during the year under review.

Subsidiaries, Joint Ventures and Associate Companies

The summary of the performance and financial position of the each of the subsidiary and associate companies are presented in Form AOC-1. Also, a report on the performance and financial position of each of the subsidiary and associate companies as per the Act is provided in the consolidated financial statement.

Standalone and Consolidated Financial Statement

The audited financial statement of the Company drawn up, both on standalone and consolidated basis, for the financial year ended March 31, 2024, are in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015, the ("Ind AS Rules") prescribed under Section 133 of the Companies Act, 2013 (Act), read with the relevant rules and other accounting principles. The Consolidated Financial Statement have been prepared in accordance with Ind AS and relevant provisions of the Act based on the financial statements received from subsidiary and associate companies, as approved by their respective Board of Directors.

Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the Companies Act, 2013. Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and also a statement on compliance with the Code of Conduct for directors and senior management personnel, if any, formulated by the company.

As on 31^st March, 2024, the Board comprised of the following Directors:

Name of Directors	Designation
Mr. Prabin Jha	Non-executive Independent Director
Mr. Govindan Ramaswami Kaundar	Non-executive Director
Mr. Basantkumar Varma	Director
Mr. Sai Uttam Bahirat Patil	Non-executive Independent Director

During the financial year under review, the Company had appointed Mr. Prabin Jha as Additional Independent Director and Mr. Govindan Ramaswami Kaundar as Additional Non-Executive Director of the Company w.e.f 21^st August, 2023. They were appointed as Directors in the Annual General Meeting held on 31^st December 2023. Ms. Sai Uttam Bahirat Patil was appointed as Additional Independent Director of the Company w.e.f 2^nd February, 2024. Further, she shall hold office upto ensuing Annual General Meeting and is proposed to be appointed as an Independent Director in the said meeting.

Mr. Sushilkumar Agrawal and Mrs. Sangeeta Sharma resigned from Directorship of the Company w.e.f. 21^st August, 2023. Your Directors wish to place on record their sincere appreciation of the valuable contribution made by Mr. Sushilkumar Agrawal and Mrs. Sangeeta Sharma during their tenure on the Board of the Company.

Further, Mr. Govindan Ramaswami Kaundar shall be liable to retire by rotation and being eligible offers himself for re-appointment in the ensuing Annual General Meeting.

Further, based on the declarations received from the Directors and the same taken on record by the Board of Directors, none of the Directors are disqualified as on March 31, 2024 from being appointed as a Director in terms of Section 164 (2) of the Act.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfil the conditions specified in the Companies Act, 2013 and the Rules made thereunder and are independent of the management.

Key Managerial Personnel

Post financial year under review, Ms. Krutika Bhanushali tendered her resignation from the post of Company Secretary with effect from 30^th August, 2024. The Company has initiated the process for the appointment of new Company Secretary.

Mr. Basantkumar Varma is the CFO of the company and Mr. Santosh Kadam is the Manager of the Company.

Disclosures as per Schedule V of Companies Act, 2013:

Name of the Director	Mr. Govindan Kaundar
Salary & Allowance	Rs. 5,00,505 was paid for FY 23-24 Proposed to pay upto Rs. 15 lacs per annum
Perquisites	NIL
Commission	NIL
Service Contract/ Tenure	As mutually Agreed
Performance linked incentive	NIL
Notice Period	As mutually Agreed
Severance Fees	NIL
Stock Option	NIL
Pension	NIL

Evaluation of Directors, Board and Committees

The Board and the Nomination and Remuneration Committee (NRC) of the Company has devised a policy for performance evaluation of the Individual Directors, Board and its Committee, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Rules made thereunder, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. A separate meeting of the Independent Directors was also held during the financial year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman of the Board.

The performance of the committees was evaluated by the Board of Directors based on inputs received from all the committee members after considering criteria such as composition and structure of committees, effectiveness of committee meetings, etc.

The Nomination and Remuneration Committee has also reviewed the performance of the individual Directors based on their knowledge, level of preparation and effective participation in meetings, understanding of their roles as directors, etc.

Policy on appointment and remuneration for Directors, Key Managerial Personnel and Senior Management Employees

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director. The policy has been put up on the Companys website at

https://reliancemediaworks.com/Investors Desk/Policies/Nomination-and-Remuneration-Policy.pdf. and has been attached as Annexure 1 to the report.

Directors Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual financial statement for the financial year ended March 31, 2024, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

ii. 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 as at March 31, 2024 and of the loss of the Company for the year ended on that date;

iii. 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;

iv. The Directors had prepared the annual financial statement for the financial year ended March 31, 2024 on a Going concern basis;

v. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively; and

vi. The Directors have laid down proper internal financial controls to be followed by the Company and such financial controls are adequate and are operating effectively, the Company is taking constant steps to further strengthen the same.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered into / by the Company during the financial year under review with related parties were on an arms length basis and in the ordinary course of business.

There were no materially significant related party transactions which may have a potential conflict with the interest of the Company at large.

During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material or which is required to be reported in Form AOC - 2 in terms of section 134 (3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company. Your Directors draw attention of the members to the Note No. 27 to the Standalone Financial Statement which set outs related party disclosures.

Material changes and commitments, if any, affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

Meetings of the Board

During the year, four Board Meetings were held in accordance with the provisions of the Secretarial Standards and Companies Act, 2013 and rules made thereunder.

Audit Committee

The Audit Committee of the Board comprises of the following members:

1. Mr. Prabin Jha*

2. Mr. Govindan Kaundar***

3. Mr. Basantkumar Varma

4. Mrs. Sangeeta Sharma**

5. Mr. Sushilkumar Agrawal**

6. Ms. Sai Uttam Bahirat Patil****

*Appointed w.e.f. 21^st August, 2023 ** Resigned w.e.f. 21^st August, 2023

***Appointed w.e.f 21^st August, 2023 and ceased to be member of the Committee w.ef. 02^nd February, 2024

****Appointed w.e.f. 02^nd February, 2024

There were no significant recommendations by the Audit Committee to the Board. In accordance with Section 177 of the Act, Vigil Mechanism is not applicable to the Company

The terms of reference of the Audit Committee of the Company are in line with the provisions of the Companies Act, 2013. During the year under review, two Audit Committee meetings were held in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Nomination & Remuneration Committee

The Nomination & Remuneration Committee of the Board comprises of the following members:

1. Mr. Prabin Jha*

2. Mr. Govindan Kaundar*

3. Mr. Basantkumar Varma

4. Mrs. Sangeeta Sharma**

5. Mr. Sushilkumar Agrawal**

6. Ms. Sai Uttam Bahirat Patil***

*Appointed w.e.f. 21^st August, 2023 ** Resigned w.e.f. 21^st August, 2023 ***Appointed w.e.f. 02^nd February, 2024

The terms of reference of the Committee of the Company are in line with the provisions of the Companies Act, 2013. During the year under review, three Nomination & Remuneration Committee meetings were held in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Share Transfer Committee

The Share Transfer Committee of the Board comprises of the following members:-

1. Mr. Govindan Kaundar*

2. Mr. Prabin Jha*

3. Mr. Basantkumar Varma

*Appointed w.e.f. 21^st August, 2023

During the year under review, one Share Transfer Committee meeting was held in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Auditors and Auditors Report

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Bakliwal & Co., Chartered Accountants (FRN: 130381W), was appointed as Statutory Auditor of the Company for a period of five years from the conclusion of Annual General Meeting (AGM) of the Company held for the financial year 2022 till the conclusion of Annual General Meeting to be held in the year 2027.

The notes on financial statement referred to in the Auditors report are self-explanatory and do not call for any further comments. The observations and comments given by the Auditors in their report read together with notes on financial statements are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Sharatkumar Shetty & Associates, practicing Company Secretary for the FY 2023-2024 to undertake the Secretarial Audit of the Company. The Secretarial Audit Report of the Secretarial Auditor is attached as Annexure 2.

The observations and comments given by the Secretarial Auditor in their Report are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

Secretarial Standards

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Maintenance of Cost Records

The Central Government has not specified maintenance of cost records, for any of the products of the Company, under Section 148(1) of the Act.

Annual Return

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2023-24 is put up on the Companys website and can be accessed at https://reliancemediaworks.com/Investors Desk.pdf

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company is a Media and Entertainment Company and is not involved in any manufacturing activity most of the information as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. However, the information as applicable has been given in Annexure - 3 forming part of this Report.

Risk Management

The Company has laid down a Risk Management Policy, defining Risk profiles involving, and Operational, Financial, Organisational, Legal and Regulatory risks within a well-defined framework. The Risk Management Policy acts as an enabler of growth for the Company by helping its businesses to identify the inherent risks, asses, evaluate and monitor these risks continuously and undertake effective steps to manage these risks.

Compliance with provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to uphold and maintain the dignity of women employees. Company doesnt have more than 10 employees at any workplace; still Company has such mechanism which provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. During the year no such complaints were received.

Significant and material orders, if any, passed by Regulators or Courts or Tribunals

No orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls across the organization. The same is subject to review periodically by the internal auditors for its effectiveness. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

General

Your Directors state that for the financial year ended March 31, 2024, no disclosure is required in respect of the following items and accordingly confirm as under:

a) The Company has neither revised the financial statements nor the report of Board of Directors.

b) No instance of fraud has been reported to Board of Directors of the Company by the Auditors.

c) During the year under review, there is no change in the nature of the business of the Company.

e) The Company has not done any one time settlement for loans taken from banks or financial institutions.

f) Post financial year under review, M/s. Netizen Engineering Private Limited, Lender has filed a petition under Section 7 of the Insolvency and Bankruptcy Code (IBC), 2016 against the Company.

Acknowledgements

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, debenture holders, debenture trustee, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff during the year.

For and on behalf of the Board of Directors
Sd/-	Sd/-
Govindan Kaundar	Basantkumar Varma
Director	Director and CFO
DIN: 09481171	DIN: 08305670
Place: Mumbai
Date: 03/12/2024