Directors Report of Raj Television Network Ltd.

Mar 31, 2025

The Board of Directors of the Company is pleased to present the Thirty-First (31^st) Annual Report along with the Audited
Financial Statements of the Company for the Financial Year ended March 31, 2025 (“FY 2024-25” or “FY25”).

FINANCIAL HIGHLIGHTS

The financial highlights for the years ended March 31, 2025 and March 31, 2024 are summarised below:

Particulars	For the year ended March 31, 2025	For the year ended March 31, 2024
Revenue from Operations	12,58,205.62	10,64,597.47
Other Income	2,430.52	3,751.67
Less : Total Expenses	14,55,335.22	10,68,349.15
Total Revenue	12,60,636.13	10,16,152.92
Profit/(Loss) before Interest,Depreciation & Amortization and Tax	(1,94,699.08)	52,196.23
Interest	37829.76	25,105.00
Profit/(Loss) before Depreciation and Tax (PBDT)	(2,32,528.85)	27,091.23
Depreciation & Amortization	15,039.29.00	15,052.76
Profit/ (Loss) Before Tax (PBT)	(247,568.14)	12,038.47
Provision for taxation	(37,439.49)	3,980.92
Profit/ (Loss) After tax(PAT) for the year	(210,128.65)	8,057.55
Add: Brought forward from previous year	2,73,817.36	2,65,758.80
Add/Less: Other Comprehensive Income for the year	0.00	0.00
Less: Dividend on equity shares (incl. Taxes)	0.00	0.00
Retained Earnings	63,689.72	2,73,816.35
Earnings Per Share ( Face Value ? 5/- )
Basic	(4.05)	0.16
Diluted	(4.°5)	0.16

BUSINESS OVERVIEW, OVERALL PERFORMANCE AND
OUTLOOK

Raj Television Network Limited stands as one of India’s pre -
eminent broadcasters, operating a wide bouquet of satellite
television channels across five major Indian languages
Tamil, Telugu, Kannada, Malayalam, and Hindi, with an
extensive and loyal audience footprint across the globe. The
Network has witnessed a consistent rise in viewership, with
several of its channels ranking amongst the most-watched
in the country. The Company continues to create original
programming as well as strategically acquire content rights,
thereby strengthening its position in an intensely
competitive environment shaped by evolving consumer
preferences and the regulatory framework governing
channel distribution through cable operators.

In response to these dynamics, the Company remains
steadfast in its pursuit of diversified revenue opportunities,
placing significant emphasis on regional market
consolidation while simultaneously exploring emerging
digital and non-traditional platforms to unlock additional
growth avenues.

Today, Raj Television Network Limited is firmly entrenched
as a trusted name in the Tamil broadcasting space in South
India. The Network presently operates 14 channels and
holds 14 broadcasting licenses across multiple languages
and genres, underpinned by its own uplinking station and
exclusive transponder facility. Its broadcast footprint
extends not only across India but also reaches viewers in
Southeast Asia and the Middle East, reflecting the truly
international resonance of its content. The Board of
Directors, after considering the internal financial control
framework, compliance mechanisms, and the scope of work
carried out by the Statutory, Internal, and Secretarial
Auditors, together with the oversight of the Audit
Committee, is of the considered view that the Company’s
internal financial controls remained robust, effective, and
reliable throughout the Financial Year 2024-25.

FINANCIAL PERFORMANCE

During the year under review, the Company recorded a
standalone turnover of ?12,58,205.62 (in thousands) for the
financial year ended March 31, 2025, as compared to
?10,64,597.47 (in thousands) in the previous year
ended March 31, 2024. The Company reported a Loss
Before Tax of ?247,568.14 (in thousands) as against a Profit
Before Tax of ?12,038.47 (in thousands) in the preceding
year. Correspondingly, the Loss After Tax stood at
?210,128.65 (in thousands) as against a Profit
After Tax of ?8,057.55 (in thousands) during the previous
financial year.

Pursuant to the Order dated May 30, 2024 issued by the
Hon’ble National Company Law Tribunal, Division Bench-I,
Chennai, the Company settled the long-standing matter
relating to the satellite service agreement between M/s.
Thaicom Public Company Limited and M/s. Raj Television
Network Limited. The outstanding liability of
?9,67,38,344/- was discharged on May 30, 2024, after
deduction of Tax Deducted at Source (TDS) amounting to
?96,37,286/-. The net balance of ?8,71,01,058/- was
accordingly paid in full and final settlement of the aforesaid
matter.

TRANSFER TO RESERVES

During the year under review, the Company has not
transferred any amount to the General Reserves.

DIVIDEND

The Board of Directors ("the Board"), after considering the
relevant circumstances, has decided not to recommend any
dividend for the FY 2024-25. The Dividend Distribution
Policy, in terms of Regulation 43A of the SEBI (LODR)
Regulations, 2015, is available on the Company’s website at
www.rajtvnet.in.

SHARE CAPITAL

During the year, there were no changes in the capital
structure of the Company. The paid-up Equity share capital
of the Company as on March 31, 2025 is ? 25,95,66,720/-
consisting of 5,19,13,344 Equity Shares of ? 5/- each.

OPERATIONS

Highlights of the Company’s operations and state of affairs
for the financial year 2024-25 are included in the
Management Discussion and Analysis Report, capturing the
Company’s performance, industry trends and other
material changes with respect to the Company, wherever
applicable and the same forms part of this Annual Report.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the
public and as such, no amount on account of principal or
interest on deposits from public was outstanding as on the
date of the balance sheet.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY
BETWEEN THE END OF THE FINANCIAL YEAR AND THE
DATE OF THE REPORT

There were no material changes and commitments affecting
the financial position of the Company occurred between the
end of financial year to which this financial statements
relate to and the date of this Report.

CORPORATE GOVERNANCE AND MANAGEMENT

DISCUSSION & ANALYSIS REPORTS

The report on Corporate Governance and Management
Discussion & Analysis Report, which forms an integral part
of this Report, is annexed to this report. The Company has
complied with the conditions relating to Corporate
Governance as stipulated in terms of SEBI (LODR)
Regulations, 2015. The Certificate obtained from the
Practising Company Secretary relating to the above is
annexed and forms a part of this report.

CREDIT RATING

The Company has obtained Credit Rating for the debt
instruments/facilities of the Company from India Ratings
and Research Private Limited, the detailed which is
provided in the Corporate Governance Report appended to
this Annual Report.

INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The details in respect of internal financial controls and its
adequacy are included in the Management Discussion and
Analysis Report, which forms part of this Annual Report.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES

There are no Companies which have become or ceased to be
the subsidiaries, Joint Ventures or Associate Companies of
the Company during the year under review. During the year
under review and as on date of this report, there are no
material subsidiaries of the Company and hence the
requirement of Consolidated Accounts is not applicable to
the Company.

CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

During the year under review, all contracts/ arrangements/
transactions entered by the Company during the financial
year with related parties were in its ordinary course of

business and on an arm’s length basis. During FY 2024¬
25, on a quarterly basis, the Audit Committee has reviewed
the related party transactions vis-a-vis the omnibus
approval(s) accorded by it. There was no material related
party transaction, involving payment made to related party
with respect to brand usage/royalty, requiring approval of
the shareholders during FY 2024-25.

Furthermore, there was no contract/arrangement with
related parties referred to in sub- section (1) of Section 188
of the Act, which required Board''s approval and hence the
disclosure of RPT in Form AOC-2 is not applicable to the
Company and does not form part of this report.

Related Party Transactions entered during FY 2024- 25
were in compliance with the Act, the SEBI (LODR)
Regulations, 2015, details whereof are disclosed in the
section ‘Notes to the financial statements’ forming part of
this Annual Report. The Policy on Related Party
Transactions, as formulated by the Board is available on
the Company''s website at www.raitvnet.in.

RISK MANAGEMENT

Pursuant to the SEBI (LODR) Regulations, 2015, the
Company has established well-defined operational
processes to ensure timely identification and mitigation of
risks. The operating management team is responsible for
recognizing operational and process risks and
implementing appropriate mitigation measures. Key
strategic and business risks are identified and managed
directly by the Management. The Company continues to
strengthen its Risk Management Framework, which is
periodically reviewed by the Audit Committee. The Audit
Committee engages in focused discussions with the
Management to identify, assess, and prioritize strategic and
operational risks, formulate appropriate mitigation
strategies, and monitor the progress of risk management
initiatives. The Company firmly believes that effective risk
management contributes to sustainable value creation and
improved returns. Its approach involves continuous
monitoring and periodical review of potential risks,
supported by proactive mitigation measures. The Risk
Management Framework was reviewed by the Board of
Directors and the Audit Committee during the financial
year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) activities are a part of
the system of the Company. The provisions of Section 135
and Schedule VII of the Act, became applicable from April
1, 2019 and thereafter the Company constituted a CSR
Committee. The brief outline of the CSR policy approved by
the Board is available on the Company’s website at
www.raitvnet.in. However, the Company does not fall under
the purview of the provisions of Section 135 of the Act, and
the Rules framed thereunder with effect from April 1, 2024.
The Company does not have any unspent CSR amount
pertaining to the previous three Financial Years
immediately preceding the Financial Year under review.

DIRECTORS

As of March 31, 2025, Out of 10 (Ten) Directors, 1 (one) is
Promoter & Managing Director (Chairman), 3 (Three) are
Promoters & Whole-Time Directors, 1 (One) is Non¬
Executive Non-Independent Director - Woman Director and
5 (Five) are Non-Executive Independent Directors including
01 (one) Woman Independent Director.

The details of the Board and Committees composition,
Directors’ tenure, and other information are available in the
Corporate Governance Report, which forms part of this
Annual Report. In compliance with the SEBI (LODR)
Regulations, 2015, the Board has identified the Directors’

core skills, expertise, and competencies relevant to the
Company’s business for effective governance. Details of the
Board’s key skills, expertise, and core competencies are
provided in the Corporate Governance Report, which forms
part of this Annual Report.

APPOINTMENT/ CESSATION/ CHANGE IN
DESIGNATION OF DIRECTORS

During the year under review, the following changes took
place in the Directorships:

RE-APPOINTMENT OF DIRECTORS

The following Directors are seeking re-appointment, subject
to the approval of the shareholders at the ensuing AGM.

• Mr. M. Raajhendhran (DIN: 00821144) as Chairman
and Managing Director of the Company for a further
period of Five (5) years commencing from April 01,
2026 to March 31, 2031, as his current term is due to
expire on March 31, 2026.

• Mr. M. Rajarathnam (DIN: 00839174) as Whole-Time
Director of the Company for a further period of Five (5)
years commencing from April 01, 2026 to March 31,
2031, as his current term is due to expire on March
31, 2026.

• Mr. M. Ravindran (DIN: 00662830) as Whole-Time
Director of the Company for a further period of Five (5)
years commencing from April 01, 2026 to March 31,
2031, as his current term is due to expire on March
31, 2026.

• Mr. Kannappa Pillai Mani Ragunathan
(DIN: 00662769) as Whole-Time Director of the
Company for a further period of Five (5) years
commencing from April 01, 2026 to March 31, 2031,
as his current term is due to expire on March 31,
2026.

INDEPENDENT DIRECTORS

• Dr. Mohan Kameswaran (DIN: 00562832) Independent
Director ceased to hold the office due to retirement on
completion of his second term with effect from the
closing hours of September 26, 2024 pursuant to the
provisions of Section 149(11) of the Act.

• Mrs. Nidavanur Subbarama Naidu Prema (DIN:
10198873) has resigned as an Independent Director of
the Company, with effect from May 14, 2025.

• Mr. Venkateswaran Sambamurthy (DIN: 06988766)
has been re-appointed as an Independent Director for
a second term of Five (5) years with effect from
September 27, 2024.

• Mr. Subramanian Sivakumar (DIN: 01692816) has
been appointed as a Non-Executive Independent
Director of the Company who shall hold office for a
period of five (5) consecutive years with effect from
October 14 , 2024.

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Act,
read with rules made thereunder, and the Articles of
Association of your Company, Mrs. R Vijayalakshmi (DIN:
00716224) is liable to retire by rotation at the ensuing AGM
and being eligible, offers herself for re-appointment.

CONFIRMATION BY THE COMPANY

None of the Company''s directors are disqualified from being
appointed as a director as specified in Section 164 (2) of the
Act.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the
Independent Directors have submitted declarations that
each of them meets the criteria of independence as provided
in Section 149(6) of the Act, along with Rules framed
thereunder and Regulation 16(1)(b) of the SEBI (LODR)
Regulations, 2015.

There has been no change in the circumstances affecting
their status as independent directors of the Company.
Further, in terms of Regulation 25(8) of the SEBI (LODR)
Regulations, 2015, Independent Directors have also
confirmed that they are not aware of any circumstances or
situations, which exist or may be reasonably anticipated,
that could impair or impact their ability to discharge their
duties with an objective independent judgement and
without any internal/ external influence.

BOARD EVALUATION

The Board adopted a formal mechanism for evaluating its
performance as well as that of its committees and
individual Directors, including the Chairman of the Board.

The exercise was carried out through a structured
evaluation process covering various aspects of the Board’s
functioning such as composition of the Board and
committees, experience and competencies, performance of
specific duties and obligations, contribution at the meetings
and otherwise, independent judgment, governance issues
etc.

At the Board meeting that followed the above mentioned
meeting of the Independent Directors, 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.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The Company has a practice of conducting structured
induction and familiarization programme of the
independent directors as detailed in the Corporate
Governance Report which forms part of the Annual Report.

SUCCESSION PLAN

The Company has an effective mechanism for succession
planning which focuses on orderly succession of Directors,
Key Management Personnel and Senior Management. The
Nomination and Remuneration Committee implements this
mechanism in concurrence with the Board.

DIRECTORS'' RESPONSIBILITY STATEMENT

In pursuance of Section 134(5) of the Act, the Directors
hereby confirm that:

a. In the preparation of the annual accounts, the
applicable accounting standards read with
requirements set out under Schedule III to the Act,
had been followed and there are no material
departures 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 as at March 31, 2025 and of the profit of the
Company for the year ended on March 31, 2025;

c. The Directors had taken proper and sufficient care for
the maintenance of adequate accounting records in

accordance with the provisions of this Act, for
safeguarding the assets of the Company and for
preventing and detecting fraud and other
irregularities;

d. The Directors had prepared the annual accounts on a
‘going concern’ basis;

e. The Directors had laid down 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.

KEY MANAGERIAL PERSONNEL (“KMP”)

In terms of Section 2(51) and 203 of the Act,
Mr. Raajhendhran M, Chairman and Managing Director,
Mr. Rajaratnam M, Whole-Time Director, Mr. Ravindran M,
Whole-Time Director, Mr. Ragunathan M, Whole-Time
Director, Mr. S Jeyaseelan, Chief Financial Officer as on
March 31, 2025. Ms. Namratha K, resigned from the office
of the Company Secretary and Compliance Officer, w.e.f.
February 27, 2025.

Further, at the Board meeting held on April 18, 2025, Ms.
Priyanka Mudaliyar was appointed as Company Secretary
and Compliance Officer of the Company w.e.f. April 18,
2025.

NUMBER OF MEETINGS OF THE BOARD

Five meetings of the Board were held during the year under
review. For details of meetings of the Board, please refer to
the Corporate Governance Report, which forms part of this
report.

COMMITTEES OF THE BOARD

The details pertaining to the composition of the various
Committees of the Board of Directors are included in the
Corporate Governance Report, which forms part of this
report.

INDEPENDENT DIRECTORS’ MEETING

The Independent Directors met on March 18, 2025, without
the attendance of Non-Independent Directors and members
of the management.

The Independent Directors reviewed the performance of
Non-Independent Directors, the Committees and the Board
as a whole along with the performance of the Chairman of
the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the
quality, quantity and timeliness of flow of information
between the management and the Board that is necessary
for the Board to effectively and reasonably perform their
duties.

AUDIT REPORTS AND AUDITORS

STATUTORY AUDITORS & AUDITORS’ REPORT

M/s Naresh & Co. (FRN: 011293S), Chartered Accountants,
were re-appointed as the Statutory Auditors of the
Company at the 28^th Annual General Meeting of the
Company held on September 30, 2022 for a further period
of five (5) years to hold office up to the conclusion of 33^rd
Annual General Meeting.

Representative of M/s. Naresh & Co., Statutory Auditors of
the Company attended the previous 30^th AGM of the
Company held on September 30, 2024. The Notes to the
financial statements referred in the Auditors’ Report are
self-explanatory, which is enclosed with the financial
statements forming part of this Annual Report.

SECRETARIAL AUDITOR

M/s. Raja & Associates, Practising Company Secretaries,
Chennai, represented by Mr. R R Raja, Company Secretary
in Practice, were appointed to conduct the secretarial audit
of the Company for the financial year 2024-25, as required
under Section 204 of the Act, and rules made thereunder
and Regulation 24A of the SEBI (LODR) Regulations, 2015.
The secretarial audit report for the financial year ended
March 31, 2025, forms part of this report as Annexure- I
and does not contain any qualification, reservation or
adverse remarks.

Further, pursuant to Regulation 24A of SEBI (LODR)
Regulations 2015, the Board of Directors, based on
recommendation of the Audit Committee, has
recommended to the shareholders for approval, the
appointment of M/s. B B & Co., Practising Company
Secretaries (Firm Registration Number S2018TN598700), as
Secretarial Auditors of the Company for a term of 5 (five)
consecutive years from FY 2025-26 to FY 2029-30. The
resolution seeking approval of Members forms part of the
Notice of AGM.

STATUTORY AND SECRETARIAL AUDITORS’ COMMENT

During the year under review, the Statutory Auditors and
Secretarial Auditor of the Company have not reported any
instances of fraud committed in the Company by
Company’s officers or employees, to the Audit Committee,
as required under Section 143(12) of the Act.

COST RECORDS AND COST AUDITORS

During the year under review, in accordance with Section
148(1) of the Act, the Company has maintained the
accounts and cost records, as specified by the Central
Government. Such cost accounts and records are subject to
audit by M/s S Subashini & Co., Cost Accountants,
Chennai (Firm Registration Number: 100482 and
membership number 22904) Cost Auditors of the Company
for FY 2024-25.

The Board has appointed M/s. S V M & Co., Cost
Accountants (Firm Registration Number: 000536), as Cost
Auditors of the Company to conduct cost audit for the
FY 2025-26. A resolution seeking approval of the
Shareholders for ratifying the remuneration payable to the
Cost Auditors for FY 2026 is provided in the Notice of this
AGM. The cost accounts and records as required to be
maintained under section 148(1) of the Act are duly made
and maintained by the Company.

INTERNAL AUDITORS

M/s Parthasarathy P & Co, Chartered Accountants (Firm
Registration Number: 021599S), were appointed as the
Internal Auditors of the Company for the Financial Year
2024-25.

DISCLOSURES

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

Pursuant to Section 134(3)(m) of the Act, read with Rule
8(3) of the Companies (Accounts) Rules, 2014, relevant
disclosures are given below:

1 CONSERVATION OF ENERGY

The Company, primarily engaged in Satellite Television
Broadcasting operations, is not ab energy-intensive
unit, therefore, the use of alternate energy sources may
not be feasible. Nonetheless, consistent efforts are
undertaken to conserve energy, including the
evaluation of various methods to optimize energy
consumption. While the disclosure requirements under
Section 134(3)(m) of the Act, are not applicable.

2 TECHNOLOGY ABSORPTION

The Company is conscious of implementation of latest
technologies in key working areas. Technology is ever-
changing and employees of the Company are made
aware of the latest working techniques and
technologies.The Company endeavours to leverage
technology in order to conduct business in sustainable
manner. The Company is not engaged in
manufacturing activities, therefore, certain disclosures
on technology absorption and conservation of energy
etc. are not applicable. During the year, there has been
no expenditure on Research and Development.

3 FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars	For the period ended March 31, 2025	For the period ended March 31, 2024
Expenditure in foreign exchange Transponder Hire Charges	97,98,8735	66,45,5452
Earnings in foreign exchange Export of TV Programme	66,45,5452	11,04,6575

PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS

During the Financial Year under review, the Company has
not granted any loans or guarantees or any security in
connection with any loan to any other body corporate or
person covered under the provisions of Section 186 of the
Act.

ANNUAL RETURNS

The annual return as on March 31, 2025 is available on the
Company’s website at www.rajtvnet.in.

LISTING ON STOCK EXCHANGES

The Company’s shares are listed on BSE Limited and the
National Stock Exchange of India Limited.

COMPLIANCE CERTIFICATE

In terms of Regulation 17(8) of the SEBI (LODR)
Regulations, 2015, the Compliance Certificate to the Board
on financial reporting and internal controls, as mentioned
under Part B of Schedule II, the Certificate from Managing
Director and the Chief Financial Officer of the Company has
been given to the Board.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors state that the Company has
complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India on Meetings of the
Board of Directors (SS-1) and General Meetings (SS-2), to
the extent applicable to the Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS

During the year under review, there was no instance of any
one-time settlement for reporting details vis-a-vis valuation
with the banks or financial institutions.

MAJOR THINGS HAPPENED DURING THE YEAR WHICH
MADE THE IMPACT ON THE OVERALL WORKINGS OF
THE COMPANY & THE MAJOR ACTIONS TAKEN BY THE
COMPANY- Nil

CYBER SECURITY

In view of the increased cyber attack scenarios, the cyber
security maturity is reviewed periodically, and the
processes, technology controls are being enhanced in line
with the threat scenarios. The Company’s technology
environment is enabled with real time security monitoring
with requisite controls.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a
diverse board in its success. The Board has adopted the
Board Diversity Policy which sets out the approach to the
diversity of the Board of Directors. The said Policy is
available on the Company’s website at www.raitvnet.in.

POLICY ON DIRECTORS’ APPOINTMENT &

REMUNERATION AND OTHER DETAILS

The Nomination and Remuneration Policy (‘NRC Policy’) is
in place laying down the role of Nomination and
Remuneration Committee (NRC), criteria of appointment,
qualifications, term/tenure etc. of Executive Directors &
Independent Directors, annual performance evaluation,
remuneration of Executive Directors, Non-
Executive/Independent Directors, Key Managerial
Personnel & Senior Management, and criteria to determine
qualifications, positive attributes & independence of
Director. The NRC policy is available on the Company’s
website at www.raitvnet.in.

CODE FOR PREVENTION OF INSIDER TRADING

Code of Conduct (“Code”) to regulate, monitor and report
trading in the Company’s shares by the Company’s
designated persons and their immediate relatives as per the
requirements under the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015.
The Code, inter alia, lays down the procedures to be
followed by designated persons while trading/ dealing in
the Company’s shares and sharing Unpublished Price
Sensitive Information (“UPSI”).

The Code covers the Company’s obligation to maintain a
digital database, mechanism for prevention of insider
trading and handling of UPSI, and the process to familiarize
with the sensitivity of UPSI. Further, it also includes Code
for Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information, which has been
made available on the Company’s website at
www.rajtvnet.in.

CODE OF CONDUCT FOR BOARD MEMBERS AND
SENIOR MANAGEMENT OF THE COMPANY

Pursuant to Regulation 34(3) and Schedule V of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 the declaration signed by the Managing
Director affirming the compliance of Code of Conduct by the
Directors and senior management personnel for the

financial year ended March 31, 2025 is annexed to and
forms part of the Corporate Governance Report appended to
this Annual Report.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has
established the necessary vigil mechanism for employees,
Directors and stakeholders in confirmity with the provisions
of Section 177(9) of the Act, and Regulation 22 of the SEBI
(LODR) Regulations, 2015, to report concerns about
unethical behaviour. This Policy is available on the
Company’s website at www.raitvnet.in.

CODE OF BUSINESS CONDUCT AND ETHICS

The Code of Business Conduct and Ethics for Members of
the Board and senior management personnel (the Code) has
been approved by the Board. The Code is available on the
Company’s website at www.raitvnet.in.

PREVENTION OF SEXUAL HARASSMENT (POSH)

The Company has implemented a formal policy on
prevention of sexual harassment to uphold and promote the
dignity of the women and all individuals at the workplace.
The policy demonstrates our zero-tolerance stance towards
all forms of unwelcome behaviour classified as sexual
harassment.

Further, adequate awareness programmes were also
conducted for the employees of the Company.

Number of complaints received during FY25	NIL
Number of complaints resolved as on March 31, 2025	NIL
Number of complaints not resolved as on March 31, 2025	NIL
Number of pending complaints as at March 31, 2025	NIL

STATEMENT ON MATERNITY BENEFIT COMPLIANCE

During the year under review, the Company has ensured
full compliance with the provisions of the Maternity Benefit
Act, 1961. The Company remains committed to upholding
the rights and welfare of its female employees by providing
all statutory maternity benefits, including paid leave, job
protection, and other entitlements as mandated under the
Act.

SHAREHOLDING OF DIRECTORS/PROMOTERS

The Managing Director and other Whole-Time Directors
along with their spouse and dependent children
constituting promoters and Promoter group hold more than
two percent of the equity shares of the Company in their
individual capacity. Independent Directors do not hold any
share in the Company.

PLEDGING OF THE SHARES BY THE PROMOTERS

As required under SEBI (Substantial Acquisition and
Takeover) Regulations, 2011 the Promoters, Promoter
Group and the Persons acting in concert representing
Promoters and promoter Group has not pledged shares as
on March 31, 2025.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The Company had 217 employees as of March 31, 2025,
comprising 187 male and 30 female employees. Disclosures
relating to remuneration and other details as required
under Section 197(12) of the Act, read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 form part of this Report. Having
regard to the provisions of the second proviso to Section

me people s unannei

136(1) of the Act, the Annual Report excluding the aforesaid
information is being sent to the members of the Company.
Any member interested in obtaining such information may
address their email to [e-mail]. The said
information is available for inspection at the registered
office of the Company during working hours up to the date
of ensuing AGM.

INSOLVENCY BANKRUPTCY PROCEEDINGS PENDING IF
ANY UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016

The Company had filed a Joint Memo dated May 09, 2024
with the National Company Law Tribunal (NCLT), Division
Bench-I, Chennai for a mutual settlement with
M/s. Thaicom Public Company Limited in the insolvency
case filed against the Company. In the said Joint Memo, the
Company agreed to pay a sum of USD 11,38,086.23 as a
full and final settlement. Pursuant to the terms and
conditions of the settlement Memo and directions of the
National Company Law Tribunal (NCLT), Division Bench-I,
Chennai, sum of USD 11,38,086.23 equivalent to INR
9,67,38,344/- was paid to M/s. Thaicom Public Company
Limited.

The insolvency petition filed by M/s Thaicom Public Limited
Company has been withdrawn and the order of dismissal,
dated May 30, 2024, issued by the National Company Law
Tribunal (NCLT), Division Bench-I, Chennai has been
received by both the parties.

During the year under review, There were no other
applications made/ proceedings pending under the
Insolvency and Bankruptcy Code, 2016.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Act, read with the
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
(“IEPF Rules”), dividends, if not claimed for a period of
seven years from the date of transfer to the Unpaid
Dividend Account of the Company, are liable to be
transferred to IEPF. Further, all the shares in respect of
which dividend has remained unclaimed for seven
consecutive years or more from the date of transfer to
unpaid dividend account shall also be transferred to IEPF
Authority. The said requirement does not apply to shares in
respect of which there is a specific order of Court, Tribunal
or Statutory Authority, restraining any transfer of the
shares.

During the year under review, no amount of the
Unclaimed/ Unpaid Dividend and any such share in the
Company, was due to be transferred to the IEPF Authority.

The following table gives information relating to outstanding
dividends and the dates by which they can be claimed by
the Members from the Company’s RTA:

Financial	Dividend	Date of	Last date	Unclaimed
Year	per	Declaration	for	Dividend as
	Equity Share		claiming unpaid	on March 31,
	(?) 1		dividend	2025 (?)
2018-19	0.10 (Proposed by Board)	September 27, 2019; 25th AGM	November 03,2026	146,658.50

In terms of the extant provisions of IEPF Rules, the
Company has uploaded the information in respect of the
Unclaimed Dividends in respect of the dividend declared as
mentioned in the above table on the website of the IEPF viz.
www.iepf.gov.in & also in the Company’s Website
www.rajtvnet.in. Members are requested to note that no
claims shall lie against the Company in respect of the
dividends and/or shares transferred to IEPF.

GENERAL

During the year under review:

• The Company had not issued any equity shares with
differential rights as to dividend, voting or otherwise.

• The Company had not issued any shares (including sweat
equity shares) to Directors or employees of the Company
under any scheme.

• The Company does not have any scheme for provision of
money for the purchase of its own shares by employees or
by trustees for the benefit of employees.

• No significant and/or material order was passed by any
Regulator/ Court/ Tribunal which impacts the going
concern status of the Company or its future operations.

• No Revision of Financial Statements and Directors’
Report of the Company. ¹

ACKNOWLEDGEMENTS

The Board of Directors wish to place on record its
appreciation for the faith reposed in the Company and
continuous support extended by all the employees,
members, customers, investors, government and regulatory
authorities, bankers and various stakeholders.

For and on behalf of the Board of Directors of
Raj Television Network Limited

M Raajhendhran M Ravindran

Place: Chennai Managing Director Whole-Time Director

Date: August 13, 2025 DIN: 00821144 DIN: 00662830

1

There has been no change in the nature of business of
the Company.

---

Mar 31, 2024

Your Directors are pleased to present the 30th Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended March 31, 2024 (FY 2023-24).

The Audited Financial Statements of your Company as on March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards(“Ind AS”), Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”). The summarized financial highlight is depicted below:

(Rs in Thousands)

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
Revenue from Operations	10,64,597.47	8,47,876.87
Other Income	3,751.67	6,610.47
Total Revenue	10,68,349.15	8,54,487.34
Less : Total Expenses	10,16,152.92	7,90,835.31
Profit/(Loss) before interest, Depreciation & Amortization and Tax	52,196.23	63,652.03
Interest	25,105.00	30,770.93
Profit/(Loss) before Depreciation and Tax (PBDT)	27,091.23	32,881.10
Depreciation & Amortization	15,052.76	16,369.70
Profit/(Loss) Before Tax (PBT)	12,038.47	16,511.40
Provision for taxation	3,980.92	5,259.04
Profit/(Loss) After tax(PAT) for the year	8,057.55	11,254.55
Add: Brought forward from previous year	2,65,758.80	2,54,504.25
Add/Less: Other Comprehensive Income for the year	0.00	0.00
Less: Dividend on equity shares (incl. Taxes)	0.00	0.00
Retained Earnings	2,73,816.35	2,65,758.80

Notes:

1. Previous Year figures have been re-grouped/re-arranged wherever necessary.

2. There has been no change in the nature of business of your company.

Based on the internal financial control framework and compliance systems established in your Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the management and/or the Audit Committee, your Board of Directors (‘Board’) are of the opinion that the Company’s internal financial controls are adequate and worked effectively during the Financial Year 2023-24.

The Company had filed a Joint Memo dated May 09, 2024 with the National Company Law Tribunal (NCLT), Division Bench-I, Chennai for a mutual settlement with M/s Thaicom Public Company Limited in the insolvency case filed against your Company. In the said Joint Memo, your Company agreed to pay a sum of USD 11,38,086.23 as a full and final settlement. Pursuant to the terms and conditions of the settlement Memo and directions of the the National Company Law Tribunal (NCLT), Division Bench-I, Chennai, sum of USD 11,38,086.23 equivalent to INR 9,67,38,344/- was paid to M/s Thaicom Public Company Limited.

We hereby submit that the insolvency petition filed by M/s Thaicom Public Limited Company has been withdrawn and the order of dismissal, dated 30^th May, 2024, issued by the National Company Law Tribunal (NCLT), Division Bench-I, Chennai has been received by both the parties.

Your Company, one of the largest Television Broadcasters in India operating Satellite Television Channels across five languages of Tamil, Telugu, Kannada, Malayalam and Hindi with viewers across the globe and increased viewership of its channels with Channels being the most watched channel in India. Your Company produces its own content / acquires the related rights. There is no change in the nature of business of your Company.

Your Company had undergone competitive business environment and changing customer preferences and with the new regulatory system of Channel Distribution through cable Operators. Further your company is also exploring various options for raising revenue generation with much focus on regional market consolidation and exploring various new platforms of revenue generation.

Your Company, today, is an established Television Company in the Tamil broadcasting industry in South India. The Network is presently runs 13 Channels and

has 13 Channel licenses in various languages and genre. Your company has own up linking station and Exclusive Transponder facility. Your company broadcasts the channels in whole of India, as well as parts of Southeast Asia, and the Middle East.

The Key aspects of your Company’s Standalone performance during the FY 2023-24 are as follows:

• Net Profit stood at INR 80.57 Lakhs in the FY 202324 as compared to INR 112.55 Lakhs in the FY 202223.

• Revenue from operations has increased by 25.56% to INR 10,645.97 Lakhs in FY 2023-24 as compared to INR 8,478.77 Lakhs in the FY 2022-23.

BUSINESS OVERVIEW

Your Company, one of the largest Television Broadcasters in India operating Satellite Television Channels across five languages of Tamil, Telugu, Kannada, Malayalam and Hindi with viewers across the globe and increased viewership of its channels with

Channels being the most watched channel in India. Your Company produces its own content / acquires the related rights. There is no change in the nature of business of your Company.

Your Company had undergone competitive business environment and changing customer preferences and with the new regulatory system of Channel Distribution through cable Operators. Further your company is also exploring various options for rising revenue generation with much focus on regional market consolidation and exploring various new platforms of revenue generation.

Your Company, today, is an established Television Company in the Tamil broadcasting industry in South India. The Network is presently runs 13 Channels and has 13 Channel licenses in various languages and genre. Your company has own up linking station and Exclusive Transponder facility. Your company broadcasts the channels in whole of India, as well as parts of Southeast Asia, and the Middle East.

COMPLIANCE UNDER COMPANIES ACT, 2013

Pursuant to Section 134 of the Companies Act, 2013 read along with the Companies (Accounts) Rules, 2014, your Company has complied with the compliance requirements to the extent applicable. The details of compliances are enumerated below:

TRANSFER TO RESERVE

During the Financial Year 2023-24, your Company has not transferred any amount to the General Reserve.

DIVIDEND

The Board of Directors met on 23^rd May, 2024 to take account of the full year’s performance and various growth opportunities. The Board of Directors have not

declared any interim dividend on the equity shares during the Financial Year 2023-24 and also has not proposed declaration of any final dividend on the equity in the forthcoming Annual General Meeting.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of Business of your Company during the Financial Year 2023-2024.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED SINCE THE FINANCIAL YEAR ENDED 31ST MARCH, 2024 TILL THE DATE OF THIS REPORT

The Company had filed a Joint Memo dated May 09, 2024 with the National Company Law Tribunal (NCLT), Division Bench-I, Chennai for a mutual settlement with M/s Thaicom Public Company Limited in the insolvency case filed against your Company. In the said Joint Memo, your Company agreed to pay a sum of USD 11,38,086.23 as a full and final settlement. Pursuant to the terms and conditions of the settlement Memo and directions of the National Company Law Tribunal (NCLT), Division Bench-I, Chennai, sum of USD 11,38,086.23 equivalent to INR 9,67,38,344/- was paid to M/s Thaicom Public Company Limited.

We hereby submit that the insolvency petition filed by M/s Thaicom Public Limited Company has been withdrawn and the order of dismissal, dated 30^th May, 2024, issued by the National Company Law Tribunal (NCLT), Division Bench-I, Chennai has been received by both the parties.

DEPOSITS

During the year 2023-2024, your Company has not

accepted any deposits either from its Members or Public falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. There were no outstanding deposits during and the end of Financial Year under review.

CODE OF BUSINESS CONDUCT AND ETHICS

Your Company has in place the Code of Business Conduct and Ethics for Members of the Board and senior management personnel (the Code) approved by the Board. The Code is available on the Company’s website at

https://www.raitvnet.in/Rai Net/Share/Policies.aspx

The Code has been communicated to Directors and the Senior Management Personnel. All the members of the Board and senior management personnel have confirmed compliance with the Code of Business Conduct and Ethics for the year ended 31st March, 2024. The Annual Report contains a declaration to this effect signed by the Managing Director.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has established the vigil mechanism, which is overseen by the Audit Committee. The policy provides a formal mechanism for all Directors, employees to report to the Management, their genuine concerns or grievances about unethical behaviour, actual or suspected fraud and any violation of the Company’s Code of Business and Ethics policy. The Company has also provided direct access to the Chairperson of the Audit Committee on reporting issues concerning company. This policy is amended from time to time to bring it in line with the amendments made to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is made available on the

PREVENTION OF INSIDER TRADING

Your Company has a Code of Internal Procedures and Conduct for regulating, monitoring and reporting of Trading by Insiders in line with SEBI Regulations.

The Code has been communicated to all the employees of the Company by conducting frequent awareness sessions and also have ensured to obtain Annual and One time Disclosure from the designated persons of the Company under SEBI (Prohibition of Insider trading) Regulations, 2015. The Code of Internal Procedures and Conduct for regulating, monitoring and reporting of Trading by Insiders is amended from time to time to make it in line with SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Code has been communicated to all the employees at the time of orientation and adhered to by the Board of Directors, senior management personnel and the other persons covered under the code. Your Company follows closure of trading window prior to publication of price sensitive information. Your Company has adopted Fair Practices Code (FPC) as per the regulations. Code of Conduct for Insider Trading Regulation and the Fair Practices Code are available on the Company’s Website.

SHARE CAPITAL

The paid-up Equity share capital of your Company as on 31st March, 2024 is ? 25,95,66,720/- consisting of 5,19,13,344 Equity Shares of ? 5/- each.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS

During the Financial Year under review, your Company has not granted any loans or guarantees or any security

in connection with any loan to any other body corporate or person covered under the provisions of Section 186 of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURNS

In pursuance to the provisions of Sections 92 (3) read with Section 134(3)(a) of Companies Act, 2013 read along with the Companies (Accounts) Rules, 2014 the copy of the extract of Annual Return in the prescribed format is available on the Company’s website at https://www.raitvnet.in/Rai Net/Share/Annual Returns. aspx.

RELATED PARTY TRANSACTIONS

All the related party transactions entered into during the Financial Year were on ‘arm’s length’ basis and in ordinary course of business in pursuance to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the transactions are in the nature of having any potential conflict with the interests of the Company at large. During the Financial Year under review, there were no material contracts or arrangements or transactions not at arm’s length basis and hence the disclosure of RPT in Form AOC-2 is not applicable to the company and does not form part of this report.

All the related party transactions are approved /reviewed by the Audit Committee and taken note by the Board. The details of transactions with related parties are provided in the Financial Statements. The policy on Related Party Transactions as approved by the Board is posted on the Company’s website https://www.raitvnet.in/Rai Net/Share/Policies.aspx .

RISK MANAGEMENT

Pursuant to the Regulations of SEBI (LODR) Regulations, 2015 your Company has well-defined operational processes to ensure that risks are identified, and the operating management is responsible for identifying and implementing mitigation plans for operational and process risks. Key strategic and business risks are identified and managed by senior management team. Your Company continues to strengthen its robust Risk Management Framework and the same was reviewed by the Audit Committee periodically. The Committee meets for focused interaction with business, identifying and prioritizing strategic, operational risk and formulating appropriate mitigation strategies and conducting frequent review of the progress on the management of the identified risk. Your company believes that managing risk helps in maximizing return. Your company’s approach in addressing business risks includes periodical review of such risks and thereby mitigating it effectively. The risk management framework was reviewed periodically by the Board and the Audit Committee during the Financial Year under review.

INSOLVENCY BANKRUPTCY PROCEEDINGS PENDING IF ANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company had filed a Joint Memo dated May 09, 2024 with the National Company Law Tribunal (NCLT), Division Bench-I, Chennai for a mutual settlement with M/s Thaicom Public Company Limited in the insolvency case filed against your Company. In the said Joint Memo, your Company agreed to pay a sum of USD 11,38,086.23 as a full and final settlement. Pursuant to the terms and conditions of the settlement

Memo and directions of the National Company Law Tribunal (NCLT), Division Bench-I, Chennai, sum of USD 11,38,086.23 equivalent to INR 9,67,38,344/- was paid to M/s Thaicom Public Company Limited.

We are happy to submit that the insolvency petition filed by M/s Thaicom Public Limited Company has been withdrawn and the order of dismissal, dated 30^th May, 2024, issued by the National Company Law Tribunal (NCLT), Division Bench-I, Chennai has been received by both the parties

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the year 2023-24.

No. of complaints received in the year: Nil No. of complaints disposed off during the year: Nil No. of cases pending for more than 90 days: Nil Nature of action taken by the employer or District Officer: Nil

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI).

LISTING OF SHARES WITH THE STOCK EXCHANGES

Your Company’s shares are listed on the National Stock Exchange (NSE) with symbol “RAJTV” and Bombay Stock Exchange (BSE) with Scrip Code “532826” and ISIN: INE952H01027.

Your Company confirms that it has paid the Annual Listing Fees for the Financial Year 2024-25 to the Stock Exchanges where the Company’s shares are listed.

REPORT ON ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE AND RESEARCH AND DEVELOPMENT

Information relating to the energy conservation, technology absorption, foreign exchange earned and spent and research and development activities undertaken by your Company in accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure- C to the Board’s Report.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

There are no Companies which have become or ceased to be the subsidiaries, Joint Ventures or Associate Companies of your Company during the year under review.

CONSOLIDATED ACCOUNTS

Your Company does not have any Subsidiary/ Joint Venture/ Associate Company as on 31^st March, 2024 and hence the requirement of Consolidated Accounts is not applicable to your Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF YOUR COMPANY

During the Financial Year under review, are no significant or material orders passed by the regulators or courts or tribunals, which would have impact the going concern status of your Company and its future operations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company hereby confirms that none of the Company’s Directors are disqualified from being appointed as a Director as specified in Section 164(2) of the Companies Act, 2013

BOARD DIVERSITY

Your Company recognizes that a Board of diverse and inclusive culture is integral to its success. Ethnicity, age and gender diversity are areas of strategic focus to the composition of our Board. The Board considers that its diversity, including gender diversity, is a vital asset to the business. The Board has adopted the Board Diversity policy.

INDEPENDENT DIRECTORS

All Independent Directors hold office for a fixed period of five years and are not liable to retire by rotation. Your Company has received declarations form all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms of appointment of Independent Directors are available

Pursuant to the provisions of Section 149 of Companies Act, 2013 and Rules made thereunder, Mr. Rajagopalan Ramachandran (DIN: 00717140), Independent Director of your Company ceased and retired from the position of Independent Director of the Company as he had successfully completed his two full consecutive years of five (5) years each from the said position with effect from the closing hours of 28^th September, 2023. The Board placed on record it’s deep appreciation for the valuable contribution, assistance and guidance provided by Mr. Rajagopalan Ramachandran (DIN: 00717140), during his tenure as the Independent Director of the Company and took note of the said retirement at its meeting

SEPARATE MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on 15th March, 2024 during the Financial Year 2023-24. The Independent Directors actively participated and provided guidance to the Company in all its spheres.

RE-APPOINTMENT OF DIRECTOR(S) RETIRING BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 read along with Rules made thereunder and Articles of Association of your Company, Mr. M Ravindran, (DIN: 00662830) the Executive Whole-time Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company under Section 152 of the Companies Act, 2013 and being eligible, offers herself for reappointment.

WOMAN DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, 2013, your Company is required to have a Woman director on its Board. Mrs. Raveendran Vijayalakshmi was appointed as a Non-executive NonIndependent Woman Director of the Company with effect from 30^th September, 2015.

Pursuant to the provisions of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the top 1000 listed entities were required to appoint an Independent Woman Director by April 1, 2020. Though your Company was not in the list of top 1000 listed entities as on 31^st March, 2020, following good corporate governance, the Board at their meeting held on 12^th November, 2021 appointed Mrs. Sridhar Bharathi, as the Independent Woman Director, which was subsequently approved by the shareholders of the Company at the 28 ^th Annual General Meeting held on 30^th September, 2022. The Board of Directors of your Company has taken up the initiative of Women Empowerment by empowering the women within the Board of your Company. As a result, Board of Directors has appointed Mrs. Nidavanur Subbarama Naidu Prema as an Independent Director to increase the strength of women on Board.

KEY MANAGERIAL PERSONNEL

In terms of Section 2(51) and 203 of the Companies Act, 2013, Mr. Raajhendhran M, Managing Director, Mr. Rajaratnam M, Whole-time Director, Mr. Ravindran M, Whole-time Director, Mr. Ragunathan M, Whole-time Director, Mr. S Jeyaseelan, Chief Financial Officer and Ms. Namratha K, Company Secretary are the Key Managerial Personnel of your Company as on 31^st March, 2024.

BOARD EVALUATION & FAMILIARISATION PROGRAMME

Having a formalized Board evaluation give Board Members an opportunity of assessing their own performance and bring out the importance of the contribution of individual directors. It is a mechanism by which Board members candidly reflect on how well the Board is meeting its responsibilities.

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 Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

With the objective of evaluating the performance of Directors, Nomination and Remuneration Committee has formulated a structured questionnaire after taking into consideration the various aspects viz., composition of the Board and its committees, Board’s function, its culture, quality and timely flow of information, frequency of meetings, execution and performance of specific duties, obligations and governance.

Board has carried out an annual performance evaluation of its own performance, the performance of various committees of the Board, Individual Directors and the Chairman based on adopted questionnaire. A note on the familiarizing programme adopted by your Company for the orientation and training of the Directors and the manner in which the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report which forms part of this Report.

Further, the Independent Directors of your Company met on 15th March, 2024 to review the performance of the Non-independent Directors, Chairman of the Company and access to the access, quality, quantity and timeliness of flow of information between the Company’s management and the Board to effectively perform their duties. The details of familiarization program conducted for Independent Directors of your Company are available on your Company’s website www.raitvnet.in.The Independent Directors of your Company, in a separate meeting held 15th March 2024, without the presence of other Executive Directors and management evaluated the performance of Chairman, Managing Director, Whole-time Directors, Nonexecutive Woman Director and other Non-Independent Directors along with performance of the Board/Board Committees based on various criteria recommended by Nomination & Remuneration Committee. A report on such evaluation done by Independent Directors was taken on record by the Board and further your Board, in compliance with requirements of Companies Act, 2013, evaluated performance of all Independent Directors based on various parameters including attendance, contribution etc.

NUMBER OF BOARD AND COMMITTEE MEETINGS

The Board and the Committees of Board meet at regular intervals to discuss and decide on your Company’s business policy and strategies. There were five (5) Board Meetings held during the Financial Year under review. The details of the Board and Committee Meetings are given in the Corporate Governance Report. The intervening gap between two meetings did not exceed 120 days and was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has adequate internal financial controls and processes for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically and at the end of each financial year and provides guidance for strengthening of such controls wherever necessary.

COMMITTEES OF THE BOARD

In compliance with the requirements of Companies Act, 2013 and Listing Regulations your Board has constituted various Board Committees such as:

• Audit Committee,

• Nomination & Remuneration Committee,

• Stakeholders Relationship Committee and

• Corporate Social Responsibility Committee.

Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company at https://www.raitvnet.in/Rai Net/Share/BoardofDirectors .aspx.

Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee members therein forms part of the Corporate Governance Report annexed to this report.

AUDIT COMMITTEE

The Audit Committee acts as a link among the Management, the Statutory Auditors, the Internal

Auditors and theBoard of Directors to oversee the financial reporting process of the Company. The Audit Committee’s purpose is tooversee the quality and integrity of accounting, auditing and financial reporting process including review of theinternal audit reports and action taken report.

The Audit Committee comprises of majority of Independent Directors to enable independent and transparent review of financial reporting process and internal control mechanism with an objective to further strengthen the confidence of all stakeholders.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee of your Company reviewed the composition of the Board, to ensure that there is an appropriate mix of abilities, experience and diversity to serve the interests of the shareholders of the Company.

In accordance to Section 178 of Companies Act, 2013, the Nomination and Remuneration Policy was formulated to govern the terms of nomination, appointment and remuneration of Directors, Key Managerial and Senior Management Personnel of your Company. The Policy ensures that (a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run your Company successfully; (b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of your Company and its goals. The Policy has been approved by the Nomination and Remuneration

Committee and the Board.

The Nomination and Remuneration Policy is amended from time to time to make it in line with the amendments to SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

The document as approved by the Board is available on the Company’s Website at

https://www.raitvnet.in/Rai Net/Share/Policies.aspx .

STAKEHOLDERS RELATIONSHIP

COMMITTEE

The Stakeholders Relationship Committee is to supervise and ensure efficient transfer of equity and preference shares of the Company and proper and timely attendance of investor’s grievances. The Committee has delegated the power of approving requests for transfer, transmission, dematerialisation, rematerialization etc., of shares of the Company to the executives in the Secretarial Department of the Company.

The SRC addresses the complaints received by the Investors of the Company.

In compliance with the provisions of Section 178 of the Companies Act, 2013, during Financial Year 2023-24,

the Stakeholder’s Relationship Committee as on 31^st March, 2024 comprises of Mr. S Venkateswaran, NonExecutive Independent Director as Chairman, Mr. M. Raajhendhran, Managing Director and Mr. M. Ravindran, Whole-time Director as the Members.

The Company Secretary of the Company is the Secretary of the Committee. The role of the Shareholder’s Relationship Committee is to ensure efficient transfer of shares and proper and timely attendance of investors’ grievances.

During the year under review, the Shareholder’s

Relationship Committee met once. All committee members attended the meeting. The Company has received the reports from M/S Cameo Corporate Services Limited, Chennai, the Registrar and Share transfer Agent for the and observed that no complaints or grievances reported from shareholders. The Company has exclusively designated the following email id for the investor relations:[e-mail].

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) activities are a part of the system of your Company. The provisions of Section 135 and Schedule VII of the Companies Act, 2013 became applicable from 01^st April, 2019 and thereafter your Company constituted a CSR Committee. The brief outline of the CSR policy approved by the Board is available on the Company’s website at https://www.raitvnet.in/Rai Net/Share/Policies.aspx.

However, your Company does not fall under the purview of the provisions of Section 135 of Companies Act, 2013 and the Rules framed thereunder with effect from 01^st April, 2023. Your Company does not have any unspent CSR amount pertaining to the previous three Financials Years immediately preceding the Financial Year under review.

REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the Financial Year under review, as stipulated under the SEBI Listing Regulations, is prepared in a separate section forming part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The particulars of the employees covered by the

provisions of Section 197 (12) of Companies Act, 2013 and the rules framed there under forms part of this report. However, as per the provisions of Section 136(1) of Companies Act, 2013, the annual report is being sent to all the members excluding this statement. This will be made available for inspection through email on receiving request from the member.

AUDITORS AND AUDITORS’ REPORT

I. STATUTORY AUDITORS

M/s Naresh & Co. (FRN: 011293S), Chartered Accountants, were re-appointed as the Statutory Auditors of your Company at the 28^th Annual General Meeting of the Company held on 30^th September, 2022 for a further period of five (5) years to hold office up to the conclusion of 33 ^rd Annual General Meeting.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

Representative of Statutory Auditors of your Company attended the previous AGM of your Company held on September 30, 2023.

Statutory Auditors have expressed their unmodified opinion on the Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers. The Notes to the financial statements referred in the Auditors’ Report are selfexplanatory.

In terms of the notifications issued by the Ministry of Corporate Affairs (MCA) dated 07th May, 2018, the requirement of obtaining the shareholder’s ratification every year has been done away with and requires only

the Board approval. Accordingly, the Board of Directors of your Company at its meeting held on 30^th May, 2022 approved their appointment to audit the Financial Statements of your Company for the Financial Year 2022-23.

There are no qualifications or observations or any adverse remarks made by the Statutory Auditors in their Report on the Financial Statements for the Financial Year 2023-24.

II. COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and list issued by CETA, companies involved in Telecommunication are covered under the ambit of mandatory cost audits under the specified Central Excise Tariff Act from the Financial Years commencing on or after 01^st April, 2015.M/s S Subashini & Co., Cost Accountants, Chennai (having Firm Registration Number: 100482 and membership number 22904) was appointed as the Cost Auditors of your Company to carry out Audit of Cost Records of the Company.

Pursuant to the provisions of Companies Act, 2013 the remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking the Member’s ratification for the remuneration payable to M/s S Subhashini & Co., Cost Accountants is included in item No. 3 of the Notice convening this Annual General Meeting.

III. INTERNAL AUDITORS

M/s Parthasarathy P & Co, Chartered Accountants, Firm Registration Number: 021599S were appointed as the

Internal Auditors of your Company for the Financial Year 2023-24 by the Board of Directors of your Company at its meeting.

IV. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of your Company appointed M/s. Raja & Associates, Practicing Company Secretaries, Chennai, represented by Mr. R R Raja, Company Secretary in Practice, as the Secretarial Auditors to undertake the Secretarial Audit of your Company for the Financial Year 2023-24 by the Board of Directors of your Company.

The Secretarial Audit Report for the Financial Year under review is provided as Annexure- B of this report. There are no qualifications, reservations, adverse remarks or disclaimers in the said Secretarial Audit Report.

DETAILS OF FRAUDS REPORTED BY AUDITORS

During the Financial Year under review, neither the Statutory Auditors/Secretarial Auditors nor Cost Auditors has reported any instances of fraud committed against the Company by any of its officers or employees, as specified under Section 143(12) of Companies Act, 2013 and Rules made there under.

CYBER SECURITY

In view of the increased cyber attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in line with the threat scenarios. Your Company’s technology environment is enabled with real time security monitoring with requisite controls.

CREDIT RATING

Your Company has obtained Credit Rating for the debt instruments/facilities of the Company from India Ratings and Research Private Limited vide its letter dated April 03, 2024which is as follows:

Instrument	Tenure	Ratings	Rating Action
Fund Based (Working Capital Limit and Term Loan)	Long Term	IND BB /Stable (India Ratings Double B plus stable)	Assigned
Non-fund based	Short Term	IND A4 (India Ratings A four plus)	Assigned

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 (2) of the Companies Act, 2013, your Company has transferred the unpaid/unclaimed dividend amounting to Rs. 1,54,462/- to the Investor Education and Protection Fund (“IEPF”) Account established by the Central Government. The Company has also uploaded the details of the unpaid and unclaimed amounts lying with the Company as on March 31, 2024 on the website of the Company.

Further in terms of section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended from time to time, the Company has transferred 5,37,436 Equity Shares on December 16, 2023, pertaining to the Financial Year 2015-16, to the demat account of Investor Education and Protection Fund Authority

details of which are uploaded on the website of the Company at

https://www.raitvnet.in/Rai Net/Share/Investor Relatio n.aspx

Shares which are transferred to IEPF can be claimed back by the Shareholders from Investor Education and Protection Fund Authority by following the procedure prescribed under the aforesaid rules. The shareholders can mail the Registrar and Transfer Agents (RTA) Cameo Corporate Services Limited at [e-mail] or to the Company Secretary of your Company at comp [e-mail]

POLICY OF DIRECTORS’ APPOINTMENT AND REMUNERATION

Your Company’s policy on Director’s appointment and remuneration is to have an appropriate mix of Executive, Non-executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. The policy includes the criteria for determining qualifications, positive attributes, independence of a director and other matters provided in Section 178(3) of the Companies Act, 2013 is available at the Company’s website www.raitvnet.in. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return.

Your Company ‘Raj Television Network Limited’ (“Company”) is a Television Broadcasting Company, operating News, Non-news, and Current Affairs Channels, under the License from Ministry of Information and Broadcasting and is governed by guidelines and instructions of Ministry of Information and Broadcasting (MIB). The License requirements, before appointment of any person to the Board, our

company is obligated to obtain prior clearance from the Ministry of Home Affairs (MHA), New Delhi and from the Ministry of Information and Broadcasting (MIB), New Delhi as required in term of Clause 5.10 of the “Guidelines for up-linking of News and Current affairs TV Channels from India” and in term of Clause 5.11 of the “Policy Guidelines for Downlinking of Television Channels”.

APPOINTMENT/ CESSATION/ CHANGE IN DESIGNATION OF DIRECTORS

The change in the Board and Key Managerial Personnel for the Financial Year 2023-24 are as follows:

• RETIREMENT

Pursuant to the provisions of Section 149 of Companies Act, 2013 and Rules made thereunder Mr. Rajagopalan Ramachandran (DIN: 00717140), Independent Director of your Company ceased and retired from the position of Independent Director of the Company as he had successfully completed his two full consecutive years of five (5) years each from the said position with effect from the closing hours of 28^thSeptember, 2023. The Board placed on record it’s appreciation for the assistance and guidance provided by Mr. Rajagopalan Ramachandran (DIN: 00717140), during his tenure as the Independent Director of the Company andtook note of the said retirement at its meeting.

• INDUCTION

> Dr. Subramaniam Muthiah Balaji (DIN: 02478761)

The Board of Directors of the Company appointed Dr. Subbramanian Muthiah Balaji (DIN: 02478761) as an Additional Director in the category of Non-executive Independent Directors of the Company with effect from

August 30, 2023 to fill in the vacancy created in the office of Independent Directors of the Company by the resignation of Mr. Ayyavumadurar Kaliyamurthy (08264539). His appointment was approved by the shareholders of the Company by passing a special resolution in the 29^th Annual General Meeting (“AGM”) held on September 30, 2023.

> Mrs. Nidavanur Subbarama Naidu Prema

The Board of Directors of the Company appointed Mrs. Nidavanur Subbarama Naidu Prema (DIN: 10198873) as an Additional Director in the category of Non-executive Independent Directors of the Company with effect from February 14, 2024 to fill in the vacancy created in the office of Independent Directors of the Company by the retirement of Mr. Rajagopalan Ramachandran (00717140). Her appointment was approved by the shareholders of the Company by passing a special resolution by way of Postal Ballot through remote e-voting process deemed to have been passed on March 22, 2024.

DECLARATION FROM INDEPENDENT DIRECTORS ON AN ANNUAL BASIS

Your Company has received necessary declaration from each Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6) of the Companies Act, 2013.

SHAREHOLDING OF

DIRECTORS/PROMOTERS

The Managing Director and other whole time Directors along with their spouse and dependent children constituting promoters and Promoter group hold more

than two percent of the equity share of the Company in their individual capacity. Independent Directors do not hold any share in the Company.

PLEDGING OF THE SHARES BY THE PROMOTERS

As required under SEBI (Substantial Acquisition and Takeover) Regulations, 2011 the Promoters, promoter Group and the persons acting in concert representing Promoters and promoter Group has not pledged shares as on 31^st March, 2024.

PARTICULARS OF EMPLOYEES

Raj Television Network Limited had 246 employees as on March 31, 2024.

The percentage increase in remuneration, ratio of remuneration of each Director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of employee’s remuneration and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

However, as per the provisions of Section 136(1) of the Companies Act, 2013, the Integrated Annual Report is being sent to all the Shareholders of the Company excluding the aforesaid information. The said information is available for inspection by shareholder through electronic mode on a written request.

DISCLOSURE ON MAINTENANCE OF COST RECORDS

As per the provisions of Section 148 of the Companies Act, 2013 read along with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to

maintain cost records and accordingly, such accounts and records are maintained by the Company.

MD & CFO CERTIFICATION

The Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters pursuant to the provisions of Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Managing Director has confirmed the Code of Conduct as envisaged in Listing Regulations. In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an independent professional has given a Certificate on Corporate Governance Compliance and a Certificate stating that none of the Directors are disqualified, which forms part of the report.

CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report and Corporate Governance reports are made part of this Annual Report. A Certificate from the Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forming part of the Annual Report.

FUTURE PROJECTS

Your company undertakes several content production projects with the right mix of self-produced and outsourced production of content, to mitigate financial risk and obtain large revenues. With self-produced

content, the company gets complete right over the content, and can build its own intellectual property base. Your company plans to have more in-house media contents in Tamil language in various genres.

Your company has an advantage of being a mass channel with its extensive line up of attractive programming to cater the entire family. The channels of the network reach a wide variety of audiences as it satisfies people of all ages. The Channel offers a right mix of movies, serials, debates, cultural, educational, cookery, handicrafts and religious programme satisfying the needs of the entire community ranging from Urban to the rural audience.

CHANGES IN MEMORANDUM AND ARTICLES OF ASSOCIATION

During the year under review, there were no alterations made to the Memorandum and Articles of Association of your Company.

DETAILS OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS AS SPECIFIED IN REGULATION 32 OF SEBI LISTING REGULATIONS

Your Company has not raised any funds through preferential allotment or qualified institutions during the Financial Year under review.

DISCLOSURE OF AGREEMENTS BINDING YOUR COMPANY

Your Company has not entered into any such agreements impacting the management or control or imposing any restriction or creating any liability upon your Company.

SUCCESSION PLAN

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Committee implements this mechanism on concurrence with the Board.

DIRECTOR’S REPONSIBILITY STATEMENT

Board is of the opinion that the internal financial controls and compliance systems established and maintained by the Company with reference to the Financial Statements for the Financial Year ended 31^st March, 2024 were adequate and effective during the Financial Year under review.

The Financial Statements of your Company are prepared in accordance with the Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter.

In terms of Section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge hereby confirms that:

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

• 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 your Company at the end of the financial year and of the profit of the Company for that period.

• they have taken proper and sufficient care towards

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.

• they have prepared the annual accounts for the Financial Year ended 31^st March, 2024 on a going concern basis.

• they have laid down internal financial controls, which are adequate and are operating effectively.

• they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis as describing

the Company’s objectives, projections, estimates and expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results might differ from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGEMENT

We place on record our appreciation for the contributions made by all our employees at all levels.

We also express our gratitude and record our appreciation for the assistance and co- operation received from all our clients, business partners, bankers, auditors, professionals during the Financial Year 202324. We also thank our shareholders for your continued confidence and trust in your Company.

For and on behalf of the Board -sd- -sd-

^{Place: Chennai} M Raajhendhran M Ravindran

Date: 13.08.2024 Managing Director Whole-time Director

DIN: 00821144 DIN:00662830

---

Mar 31, 2023

The directors are pleased to present the Twenty Ninth (29th) Annual Report and Audited Financial Statements of your Company for the Financial Year ended March 31, 2023.

The financial performance of your Company for the year ended 31^st March, 2023 is summarized below. The Financial Statements for the year have been prepared in accordance with the mandatory Accounting Standards (Ind AS).

STANDALONE FINANCIAL SUMMARY FOR THE FINANCIAL YEAR 2022-2023

(Rs in Thousands)
Particulars	Year ended 31st March, 2023	Year ended 31st March, 2022
Revenue from Operations	8,47,876.87	6,92,603.96
Other Income	6,610.47	3,754.43
Total Revenue	8,54,487.34	6,96,358.39
Less : Total Expenses	7,90,835.31	5,75,665.31
Profit/(Loss) before interest, Depreciation & Amortization and Tax	63,652.03	1,20,693.08
Interest	30,770.93	38,602.33
Profit/(Loss) before Depreciation and Tax (PBDT)	32,881.10	82,090.75
Depreciation & Amortization	16,367.51	68,706.46
Profit/(Loss) Before Tax (PBT)	16,513.59	13,384.29
Provision for taxation	5,259.04	2,521.51
Profit /(Loss) After tax (PAT) for the year	11,254.55	10,862.80
Add: Brought forward from previous year	2,54,504.25	2,43,640.45
Add/Less: Other Comprehensive Income for the year	0.00	0.00
Less: Dividend on equity shares (incl. Taxes)	0.00	0.00
Retained Earnings:	2,65,758.80	2,54,503.25

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of Raj Television Network Limited (‘the Company’ or ‘RAJTV’). Based on the internal financial control framework and compliance systems established in your Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the management and/or the Audit Committee of the Board, your Board of Directors (‘Board’) is of the opinion that the Company’s internal financial controls are adequate and working effectively during the Financial Year 2022-23.

Your Company’s Profits Before Tax for the year ended 31^st March, 2023 has increased by ?. 3,129.30 Thousands to ?. 16,513.59 Thousands as compared to ?.13,384.29 Thousands in the previous year. Your Company has marked an increase in the profits vis-avis increase in the turnover for the Financial Year under review. We hereby bring to your notice that the total revenue from operations of the Company is increased to ?. 8,47,876.87/- Thousands as

compared to the previous year’s revenue which was ?. 6,92,603.96/- Thousands.

Depreciation:

During the Financial Year 2022-23 most of the Plant & Machinery block of asset’s life got fully depreciated and hence the depreciation for the Financial Year 2022-23 has declined as compared to the previous Financial Year 2021-22.

Inventory

During the Financial Year under review, the serial stock has been re-grouped under the Intangible Assets under Intellectual Property Rights as compared to Inventory during the Financial Year 2021-22.

Your Company, one of the largest Television Broadcasters in India operating Satellite Television Channels across five languages of Tamil, Telugu, Kannada, Malayalam and Hindi with viewers across the globe and increased viewership of its channels with Channels being the most watched channel in India. Your Company produces its own content / acquires the related rights. There is no change in the nature of business of your Company.

Your Company had undergone competitive business environment and changing customer preferences and with the new regulatory system of Channel Distribution through cable Operators. Further your company is also exploring various options for raising

revenue generation with much focus on regional market consolidation and exploring various new platforms of revenue generation.

Your Company, today, is an established Television Company in the Tamil broadcasting industry in South India. The Network is presently runs 13 Channels and has 13 Channel licenses in various languages and genre. Your company has own up linking station and Exclusive Transponder facility. Your company broadcasts the channels in whole of India, as well as parts of Southeast Asia, and the Middle East.

Pursuant to Section 134 of the Companies Act, 2013 read along with the Companies (Accounts) Rules, 2014, your Company has complied with the compliance requirements to the extent applicable. The details of compliances are enumerated below:

TRANSFER TO RESERVE

During the financial year 2022-23, no amount has been transferred to the General Reserve.

DIVIDEND

The Board of Directors met on 25th May, 2023 to take account of the full year’s performance and various growth opportunities. The Board of Directors have not declared any interim dividend on the equity shares during the Financial Year 2022-23 and also has not proposed declaration of any final dividend on the equity in the forthcoming Annual General Meeting.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There has been no change in the nature of Business of your Company during the Financial Year 20222023.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED SINCE THE FINANCIAL YEAR ENDED 31ST MARCH, 2023 TILL THE DATE OF THIS REPORT

There are no changes or commitments affecting the financial position of your Company which has occurred from the Financial Year ended 31^st March, 2023 till the date of this report.

DEPOSITS

During the year 2022-2023, your Company has not accepted any deposits either from its Members or Public falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. There were no outstanding deposits during and the end of Financial Year under review.

CODE OF BUSINESS CONDUCT AND ETHICS

Your Company has in place the Code of Business Conduct and Ethics for Members of the Board and senior management personnel (the Code) approved by the Board. The Code is available on the Company’s website at

https://www.raitvnet.in/Rai Net/Share/Policies.asp x.

The Code has been communicated to Directors and the senior management personnel. All the members of the Board and senior management personnel have confirmed compliance with the Code of Business Conduct and Ethics for the year ended 31st March, 2023. The Annual Report contains a declaration to this effect signed by Managing Director.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Company has established the vigil mechanism, which is overseen by the Audit Committee. The policy provides a formal mechanism for all Directors, employees to report to the Management, their genuine concerns or grievances about unethical behaviour, actual or suspected fraud and any violation of the Company’s Code of Business and Ethics policy. The Company has also provided direct access to the Chairperson of the Audit Committee on reporting issues concerning company. This policy is amended from time to time to bring it in line with the amendments made to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is made available on the Company’s website at https://www.raitvnet.in/Rai Net/Share/Policies.asp x. .

PREVENTION OF INSIDER TRADING

Your Company has a Code of Internal Procedures and Conduct for regulating, monitoring and reporting of Trading by Insiders in line with SEBI Regulations. The Code has been communicated to all the employees of the Company by conducting frequent awareness sessions and also have ensured to obtain Annual and One time Disclosure from the designated persons of the Company under SEBI (Prohibition of Insider trading) Regulations, 2015. The Code of Internal Procedures and Conduct for regulating, monitoring and reporting of Trading by Insiders is amended from time to time to make it in line with SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code has been communicated to all the employees at the time of orientation and adhered to by the Board of Directors, senior management personnel and the other persons covered under the code. Your Company follows closure of trading

window prior to publication of price sensitive information. Your Company has adopted Fair Practices Code (FPC) as per the regulations. Code of Conduct for Insider Trading Regulation and the Fair Practices Code are available on the Company’s Website.

SHARE CAPITAL

The paid-up Equity share capital of your Company as on 31^st March, 2023 is ? 25,95,66,720/- consisting of 5,19,13,344 Equity Shares of ? 5/- each.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS

Your Company has not granted any loans or guarantees or any security in connection with any loan to any other body corporate or person covered under the provisions of Section 186 of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN

In pursuance to the provisions of Sections 92 (3) read with Section 134(3)(a) of Companies Act, 2013 read along with the Companies (Accounts) Rules, 2014 the copy of the extract of Annual Return in the prescribed format is available on the Company’s website at https://www.raitvnet.in/Rai Net/Share/Annual Returns.asp x.

RELATED PARTY TRANSACTIONS

All the related party transactions entered into during the Financial Year were on ‘arm’s length’ basis and in ordinary course of business in pursuance to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the transactions are in the nature of having any potential conflict with the interests of the Company at large. During the Financial Year under review, there were no material contracts or arrangements or transactions not at arm’s length basis and hence the disclosure of RPT in Form AOC-2 is not applicable to the company and does not form part of this report.

All the related party transactions are approved /reviewed by the Audit Committee and taken note by the Board. The details of transactions with related parties are provided in the Financial Statements. The policy on Related Party Transactions as approved by the Board is posted on the Company’s website https://www.raitvnet.in/Rai Net/Share/Policies.aspx .

RISK MANAGEMENT

Pursuant to the Regulations of SEBI (LODR) Regulations, 2015 your Company has well-defined operational processes to ensure that risks are identified, and the operating management is responsible for identifying and implementing mitigation plans for operational and process risks. Key strategic and

business risks are identified and managed by senior management team. Your Company continues to strengthen its robust Risk Management Framework and the same was reviewed by the Audit Committee periodically. The Committee meets for focused interaction with business, identifying and prioritizing strategic, operational risk and formulating appropriate mitigation strategies and conducting frequent review of the progress on the management of the identified risk. Your company believes that managing risk helps in maximizing return. Your company’s approach in addressing business risks includes periodical review of such risks and thereby mitigating it effectively. The risk management framework is reviewed periodically by the Board and the Audit Committee.

M/s. Thaicom Public company limited (Thailand based company) has received award from Foreign Arbitration for US$ 9,54,825.24 in the matter of Transponder hire charges contract entered with the company and has filed petition under section 8 of Insolvency and Bankruptcy code 2016 and the matter being sub judice, NCLT Chennai Bench is considering the matter.

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2oi 3. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the year 202223.

No. of complaints received in the year: Nil No. of complaints disposed-off during the year: Nil No. of cases pending for more than 90 days: Nil Nature of action taken by the employer or District Officer: Nil

Your Company has complied with applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI).

Your Company’s shares are listed on the National Stock Exchange (NSE) with symbol “RAJTV” and Bombay Stock Exchange (BSE) with Scrip Code “532826” and ISIN: INE952H01027.

j

Your Company confirms that it has paid the Annual Listing Fees for the Financial Year 2023-24 to the Stock Exchanges where the Company’s shares are listed.

Information relating to the energy conservation, technology absorption, Foreign exchange earned and spent and research and development activities undertaken by your Company in accordance with the provisions of Section 134 of the Companies Act,

2013 read with the Companies (Accounts) Rules,

2014 are given in Annexure- C to the Board’s Report.

There are no Companies which have become or ceased to be the subsidiaries, Joint Ventures or Associate Companies of your Company during the year under review.

Your Company does not have any Subsidiary/ Joint Venture/ Associate Company as on 31^st March, 2023 and hence the requirement of Consolidated Accounts is not applicable to your Company.

There are no significant or material orders passed by the regulators or courts or tribunals, which would have impact the going concern status of your Company and its future operations.

Your Company hereby confirms that none of the Company’s Directors are disqualified from being appointed as a Director as specified in Section 164(2) of the Companies Act, 2013

BOARD DIVERSITY

Your Company recognizes that a Board of diverse and inclusive culture is integral to its success. Ethnicity, age and gender diversity are areas of strategic focus to the composition of our Board. The Board considers that its diversity, including gender diversity, is a vital asset to the business. The Board has adopted the Board Diversity policy.

INDEPENDENT DIRECTORS

All Independent Directors hold office for a fixed period of five years and are not liable to retire by

rotation. Your Company has received declarations form all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16 of sEbI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms of appointment of Independent Directors are available on the Company’s website www.rajtvnet.in.

During the year Mr. Ayyavumadurar Kaliyamurthy, an Independent Director resigned, before the expiry of his term, from the Board of Directors of your Company with effect from March 20^th, 2023.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on 20th March, 2023 during the Financial Year 2022-23. The Independent Directors actively participated and provided guidance to the Company in all its spheres.

RETIREMENT BY ROTATION

Mrs Raveendran Vijayalakshmi, (DIN: 00716224) the Non-Executive Non-Independent Woman Director, retires by rotation at the ensuing Annual General Meeting of the Company under Section 152 of the Companies Act, 2013 and being eligible offers herself for re-appointment.

WOMAN DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, 2013, your Company is required to have a Woman director on its Board. Mrs. Raveendran Vijayalakshmi was appointed as a Nonexecutive Non-Independent Woman Director of the Company with effect from 30^th September, 2015.

Pursuant to the provisions of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the top 1000 listed entities were required to appoint an Independent Woman Director by April 1, 2020. Though your Company was not in the list of top 1000 listed entities as on 31^st March, 2020, following good corporate governance, the Board at their meeting held on 12^th November, 2021 appointed Mrs. Sridhar Bharathi, as the Independent Woman Director, which was subsequently approved by the shareholders of the Company at the 28^th Annual General Meeting held on 30^th September, 2022.

KEY MANAGERIAL PERSONNEL

In terms of Section 2(51) and 203 of the Companies Act, 2013 Mr. Raajhendhran M, Managing Director, Mr. Rajaratnam M, Wholetime Director, Mr. Ravindran M, Wholetime Director, Mr. Ragunathan M

Whole-time Director, Mr. S Jeyaseelan, Chief Financial Officer and Ms. Namratha K, Company Secretary are the Key Managerial Personnel of your Company as on 31^st March, 2023.

During the year Mr. Joseph Cheriyan (FCS 9586), Company Secretary and Compliance Officer resigned from his post with effect from 24^th March, 2023. The Board placed on record its deep appreciation for his valuable contribution and guidance to the Board during his tenure with the Company.

During the year Ms. Namratha K (ACS 67271), a member of the Institute of Company Secretaries of India was appointed as a Company Secretary and Compliance Officer of the Company on the recommendation of the Nomination and Remuneration Committee with effect from 24^th March, 2023.

BOARD EVALUATION & FAMILIARISATION PROGRAMME

Having a formalized Board evaluation give Board Members an opportunity of assessing their own performance and bring out the importance of the contribution of individual directors. It is a mechanism by which Board members candidly reflect on how well the Board is meeting its responsibilities.

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 Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

With the objective of evaluating the performance of Directors, Nomination and Remuneration Committee has formulated a structured questionnaire after taking into consideration the various aspects viz., composition of the Board and its committees, Board’s function, its culture, quality and timely flow of information, frequency of meetings, execution and performance of specific duties, obligations and governance.

Board has carried out an annual performance evaluation of its own performance, the performance of various committees of the Board, Individual Directors and the Chairman based on adopted questionnaire. A note on the familiarizing programme adopted by your Company for the orientation and training of the Directors and the manner in which the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in the Corporate Governance Report which forms part of this Report.

Further, the Independent Directors of your Company met on 20th March, 2022 to review the performance of the Non-independent Directors, Chairman of the Company and access to the access, quality, quantity and timeliness of flow of information between the Company’s management and the Board to effectively perform their duties. The details of familiarization program conducted for Independent Directors of your Company are available on your Company’s website www.rajtvnet.in .

The Independent Directors of your Company, in a separate meeting held 20th March 2023, without presence of other Directors and management evaluated performance of the Chairman, Managing Director and other Non-Independent Directors along with performance of the Board/Board Committees based on various criteria recommended by Nomination & Remuneration Committee. A report on such evaluation done by Independent Directors was taken on record by the Board and further your Board, in compliance with requirements of Companies Act, 2013, evaluated performance of all Independent Directors based on various parameters including attendance, contribution etc.

The Board and the Committees of Board meet at regular intervals to discuss and decide on your Company’s business policy and strategies. There were five (5) Board Meetings held during the Financial Year under review. The details of the Board and Committee Meetings are given in the Corporate Governance Report. The intervening gap between two meetings did not exceed 120 days and was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Your Company has adequate internal financial controls and processes for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically and at the end of each financial year and provides guidance for strengthening of such controls wherever necessary.

In compliance with the requirements of Companies Act, 2013 and Listing Regulations your Board has constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee,

Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company at https://www.raitvnet.in/Rai Net/Share/BoardofDirectors.aspx.

Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee members therein forms part of the Corporate Governance Report annexed to this report.

The Nomination and Remuneration Committee of your Company reviewed the composition of the Board, to ensure that there is an appropriate mix of abilities, experience and diversity to serve the interests of the shareholders of the Company.

In accordance to Section 178 of Companies Act, 2013, the Nomination and Remuneration Policy was formulated to govern the terms of nomination, appointment and remuneration of Directors, Key Managerial and Senior Management Personnel of your Company. The Policy ensures that (a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run your Company successfully; (b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of your Company and its goals. The Policy has been approved by the Nomination and Remuneration Committee and the Board.

The Nomination and Remuneration Policy is amended from time to time to make it in line with the amendments to SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

The document as approved by the Board is available on the Company’s Website at https://www.raitvnet.in/Rai Net/Share/Policies.aspx .

Corporate Social Responsibility (CSR) activities are a part of the system of your Company. Your Company is engaged in the CSR initiative activities for the development of the society esp., in the field of education, health and hygiene.

The provisions of Section 135 and Schedule VII of the Companies Act, 2013 became applicable from 01^st April, 2019 and thereafter your Company

constituted a CSR Committee. The brief outline of the CSR policy approved by the Board is available on the Company’s website at

https://www.raitvnet.in/Rai Net/Share/Policies.aspx.

Your Company does not fall under the purview of the provisions of Section 135 of Companies Act, 2013 and the Rules framed thereunder with effect from 01^st April, 2022. Your Company does not have any unspent CSR amount pertaining to the previous three Financials Years immediately preceding the Financial Year under review.

The particulars of the employees covered by the provisions of Section 197 (l2) of Companies Act, 2013 and the rules framed there under forms part of this report. However, as per the provisions of Section 136(1) of Companies Act, 2013, the annual report is being sent to all the members excluding this statement. This will be made available for inspection through email on receiving request from the member.

M/s Naresh & Co. (FRN: 011293S), Chartered Accountants, were re-appointed as the Statutory Auditors of your Company at the 28^th Annual General Meeting of the Company held on 30^th September, 2022 for a further period of five (5) years to hold office up to the conclusion of 33^rd Annual General Meeting.

In terms of the notifications issued by the Ministry of Corporate Affairs (MCA) dated 07^th May, 2018, the requirement of obtaining the shareholder’s ratification every year has been done away with and requires only the Board approval. Accordingly, the Board of Directors of your Company at its meeting held on 30^th May, 2022 approved their appointment to audit the Financial Statements of your Company for the Financial Year 2022-23.

There are no qualifications or observations or any adverse remarks made by the Statutory Auditors in their Report on the Financial Statements for the Financial Year 2022-23.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and list issued by CETA, companies involved in Telecommunication are covered under the ambit of mandatory cost audits under the specified Central Excise Tariff Act from the Financial Years commencing on or after 01^st April, 2015.

M/s S Subashini & Co., Cost Accountants, Chennai (having Firm Registration Number: 100482 and membership number 22904) was appointed as the Cost Auditors of your Company to carry out Audit of Cost Records of the Company for Financial Year 2023-24. Pursuant to the provisions of Companies Act, 2013 the remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking the Member’s ratification for the remuneration payable to M/s S Subhashini & Co., Cost Accountants is included in item No. 4 of the Notice convening this Annual General Meeting.

M/s Parthasarathy P & Co, Chartered Accountants, Firm Registration Number: 021599S were appointed as the Internal Auditors of your Company for the Financial Year 2022-23 by the Board of Directors of your Company at its meeting held on 30^th May, 2022.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. V Nagarajan & Co., Practicing Company Secretary, Chennai, were appointed as the Secretarial Auditors of your Company and carried out the Secretarial Audit for the financial year 2022-23 by the Board of Directors of your Company at its meeting held on 30^th May, 2022. The Secretarial Audit Report is forming part of this Annual Report as Annexure- B and does not contain any qualifications or observations.

Based on the recommendation of Audit Committee, the Board of Directors at their meeting held on 25th May, 2023 appointed M/s. V Nagarajan & Co., Chennai as the Secretarial Auditors of your Company for the Financial Year 2023-24.

During the Financial Year under review, neither the Statutory Auditors/Secretarial Auditors nor Cost Auditors has reported any instances of fraud committed against the Company by any of its officers or employees, as specified under Section 143(12) of Companies Act, 2013 and Rules made there under.

Your Company has applied for availing the credit rating for its debt from Brickworks Rating Agency and the same is yet to be rated by the agency.

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In terms of Section 125 (2) of the Companies Act, 2013, an amount of Rs.2,69,916.00/- being Unclaimed and Unpaid Final Dividend pertaining to the Financial Year 2014-15 (final dividend payment), had been transferred during the year to the Investor Education and Protection Fund established by the Central Government.

The Unclaimed and Unpaid Dividend pertaining to the Final Dividend declared for the Financial Year 2015-16 which was transferred to the Unclaimed and Unpaid Dividend Account on 05^th November, 2016 shall be bound to be transferred to the Investor Education and Protection Fund (IEPF) on 04^th November, 2023. The Company has sent the notices to all the shareholders who have not claimed their dividend and advised them to claim their unclaimed dividend on or before 31^st October, 2023 to avoid transfer of the unclaimed and unpaid dividend along with their corresponding shares to the Investor Education and Protection Fund (IEPF) Authority Account established by the Central Government.

Your Company’s policy on Director’s appointment and remuneration is to have an appropriate mix of Executive, Non-executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. The policy includes the criteria for determining qualifications, positive attributes, independence of a director and other matters provided in Section 178(3) of the Companies Act, 2013 is available at the Company’s website www.rajtvnet.in. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return.

Your Company ‘Raj Television Network Limited’ ("Company”) is a Television Broadcasting Company, operating News, Non-news, and Current Affairs Channels, under the License from Ministry of Information and Broadcasting and are governed by guidelines and instructions of Ministry of Information and Broadcasting. The License requirements, before appointment of any person to the Board, our company is obligated to obtain prior clearance from the Ministry of Home Affairs, New Delhi and from the Ministry of Information and Broadcasting, New Delhi as required in term of Clause 5.10 of the "Guidelines for up-linking of News and Current affairs TV Channels from India” and in term of Clause 5.11 of the "Policy Guidelines for Downlinking of Television Channels”.

The change in the Board and Key Managerial Personnel for the Financial Year 2022-23 are as follows:

• Resignation

a. Mr. Ayyavumadurar Kaliyamurthy (DIN: 08264539), Independent Director of your Company had resigned from the said position with effect from 20^th March, 2023 citing his personal reasons and other professional commitments. The Board took note of the said resignation at its meeting held on 24^th March, 2023.

b. Mr. Joseph Cheiran (FCS: 9586), the Company Secretary and Compliance Officer of your Company had resigned from the said position, citing his personal reasons as on 14^th February, 2023. The Board took note of the resignation and approved the same at it’s meeting held on 24^th March, 2023.

• Appointment

Ms. Namratha K (ACS 67271) was appointed as the Company Secretary and Compliance Officer of the Company with effect from 24^th March, 2023.

Your Company has received necessary declaration from each Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

The Managing Director and other whole time Directors along with their spouse and dependent children constituting promoters and Promoter group hold more than two percent of the equity share of the Company in their individual capacity. Independent Directors do not hold any share in the Company.

As required under SEBI (Substantial Acquisition and Takeover) Regulations, 2011 the Promoters, promoter Group and the persons acting in concert representing Promoters and promoter Group has pledged shares as on 31^st March, 2023 and the number of shares pledged is 2,00,000 shares by Mr. Ravindran M, Promoter & Shareholder.

Raj Television Network Limited had 246 employees as on March 31,2023.

The percentage increase in remuneration, ratio of

remuneration of each Director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median of employee’s remuneration and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

However, as per the provisions of Section 136(1) of the Companies Act, 2013, the Integrated Annual Report is being sent to all the Shareholders of the Company excluding the aforesaid information. The said information is available for inspection by shareholder through electronic mode on a written request.

As per the provisions of Section 148 of the Companies Act, 2013 read along with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained by the Company.

The Managing Director and the Chief Financial Officer have submitted a certificate to the Board regarding the financial statements and other matters pursuant to the provisions of Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Managing Director has confirmed the Code of Conduct as envisaged in Listing Regulations. In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an independent professional has given a Certificate on Corporate Governance Compliance and a Certificate stating that none of the Directors are disqualified, which forms part of the report.

Pursuant to Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis Report and Corporate Governance reports are made part of this Annual Report.

A Certificate from the Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is forming part of the Annual Report.

Your company undertakes several production projects with the right mix of self-produced and outsourced productions, to mitigate financial risk and obtain large revenues. With self-produced content, the company gets complete right over the content, and can build its own intellectual property base. Your company plans to have more in-house media contents in Tamil language in various genres.

Your company has an advantage of being a mass channel with its extensive line up of attractive programming to cater the entire family. The channels of the network reach a wide variety of audiences as it satisfies people of all ages. The Channel offers a right mix of movies, serials, debates, cultural, educational, cookery, handicrafts and religious programmes satisfying the needs of the entire community ranging from Urban to the rural audience.

During the year under review, there were no alterations made to the Memorandum and Articles of Association of your Company.

Your Company has not raised any funds through preferential allotment or qualified institutions during the Financial Year under review.

Your Company has not entered into any such agreements impacting the management or control or imposing any restriction or creating any liability upon your Company.

Board is of the opinion that the internal financial controls and compliance systems established and maintained by the Company with reference to the Financial Statements for the Financial Year ended 31^st March, 2023 were adequate and effective during the Financial Year under review.

The Financial Statements of your Company are prepared in accordance with the Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter.

In terms of Section 134(5) of the Companies Act,

2013, the Board of Directors to the best of their knowledge hereby confirms that:

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

• they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit of the Company for that period;

• they have taken proper and sufficient care towards 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;

• they have prepared the annual accounts for the Financial Year ended 31^st March, 2023 on a going concern basis;

• they have laid down internal financial controls, which are adequate and are operating effectively;

• they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

We place on record our appreciation for the contributions made by all our employees at all levels.

We also express our gratitude and record our appreciation for the assistance and co-operation received from all our clients, business partners, bankers, auditors, professionals during the Financial Year 2022-23. We also thank our shareholders for your continued confidence and trust in your Company

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Mar 31, 2018

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (‘the company’ or ‘RAJTV) along with the audited statements, for the financial year ended March 31^st, 2018.

FINANCIAL SUMMARY / HIGHLIGHTS OF THE COMPANY:

Particulars	Year ended 31st March, 2018	Year ended 31st March, 2017
Revenue from Operations	6157.48	6120.89
Other Income	182.76	84.58
Total Revenue	6340.25	6205.46
Less : Total Expenses	5123.69	5364.55
Profit/(Loss) before interest, Depreciation& Amortization and Tax	1216.56	840.91
Interest	543.12	483.21
Profit/(Loss) before Depreciation and Tax (PBDT)	673.44	357.70
Depreciation & Amortization	1201.85	1151.35
Profit/(Loss) Before Tax (PBT)	4.01	(304.53)
Provision for taxation	141.26	173.86
Profit /(Loss) After tax (PAT)	(137.25)	(478.40)
Balance brought forward	2082.36	2560.76
Adjustment of depreciation as per Transition provisions	Nil	Nil
Amount available for appropriations	1945.11	2082.36
Final Dividend - on Equity Shares	-	-
Tax on Dividend	-	-
General Reserve	-	-
Surplus carried to Balance Sheet	1945.11	2082.36

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on internal financial control framework and compliance systems established in the Company, the work performed by statutory, internal and secretarial auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Company’s internal financial controls were adequate and effective during the Financial Year 2017-18.

RESULT OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS, CHANGE IN THE NATURE OF BUSINESS, IF ANY:

- Your Company achieved revenue from operations Rs. 6340.25 lakhs as against Rs.6205.46 lakhs in the P.Y. The Total Expenditure for the period is Rs.6336.24 lakhs as against Rs.6510.00 lakhs in the Previous Year.

- The performance of the Company is marginally affected by downfall in advertisement income due to reduction in the viewership rating for the channels due to the change in the rating parameters by new rating agency.

- Net Loss After Tax stood at Rs.137.25 Lakhs as compared to Net loss after tax Rs.478.40 lakhs in the Previous Year.

Business Overview

Your Company one of the leading television broadcasters in India operating Satellite Television Channels across 5 languaes of Tamil, Telugu, Kannada, Malayalam & Hindi. Your Company, today, is an established Television Company in the Tamil broadcasting industry in PAN India. The Network is presently runs 13 Channels Your company has own uplinking station and Exclusive Transponder facility. Your company broadcasts the channels in PAN India, as well as parts of South East Asia, and the Middle East. Your company undertakes several production projects with the right mix of self-produced and outsourced productions, to mitigate financial risk and obtain large revenues. With self-produced content, the company gets complete right over the content, and can build its own intellectual property base. The company plans to have more in house media contents in Tamil language in various genres. Your company has an advantage of being a mass channel with its extensive line up of attractive programming to cater the entire family. The channels of the network reach a wide variety of audiences as It satisfies people of all ages, The Channel offers a right mix of movies, serials, debates, cultural, educational, cookery, handicrafts and religious programmes satisfying the needs of the entire community ranging from Urban to the rural audience.

There are no significant changes in nature of business during the Financial Year 2017-18.

DIVIDEND:

In view of loss incurred in the current year, the Board of Directors does not recommend any dividend for the year ended March 31, 2018.

TRANSFER TO RESERVES

During the Financial year 2017-18, no amount has been transferred to the General Reserve.

SHARE CAPITAL

The Company has not issued any shares or any other securities including ADR/GDR/FCCB/ WARRANTS/BONDS, ESOP during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

None of the Company’s Directors are disqualified from being appointed as a Director as specified in Section 164 (2) of the Companies Act, 2013. Your Board comprises of 9 Directors including 4 Independent Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and SEBI (LODR), 2015. During F.Y. 2017-18 your Board met 5 (Five) times details of which are available in Corporate Governance Report annexed to this report.

RETIREMENT BY ROTATION

As per the provisions of the Companies Act, 2013, Shri R. Rajagopalan Director and Smt. Vijayalakshmi Ravindran Director of the Company will retire at the ensuing AGM and being eligible, seeks re-appointment. The Board of Directors recommend their reappointment. Director Smt. Vijayalakshmi Ravindran, (Holding DIN: 00716224),who retires by rotation and being eligible, offers herself for re-appointment. Shri. R. Rajagopalan (Holding DIN 00717140) who is presently an Independent director of the company who retires by rotation and being recommended for reappointment for a further period of five years wef 01^st October 2018 to 30^th September 2023. The details of the appointee is annexed along with the notice calling the annual general meeting of the company.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Shri. Raajhendhran M - Managing Director and Chief Executive Officer, Shri S. Jeyaseelan - Chief Financial Officer and Shri. Joseph Cheriyan - Company Secretary. There has been no change in the Key Managerial Personnel during the year 2017-18.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Company has no Subsidiary, Joint Ventures or Associate Companies and same status is maintained during the F.Y 2017-18.

PUBLIC DEPOSITS:

During the year, the Company has neither invited nor accepted any deposits from the public or its employees.

BOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and Listing Agreements / Listing Regulations, your Board had constituted various Board Committees including Audit Committee, Risk Management Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.rajtvnet.in . Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report. A detailed report on Corporate Social Responsibility activities initiated by the Company during the year under review, in compliance with the requirements of Companies Act,2013, is annexed to this report

CORPORATE GOVERNANCE REPORT, MANAGMENT DISCUSSION AND ANALYSIS REPORT AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013, AND SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015

As required under Regulation 34 and Schedule V of SEBI (Listing obligations and disclosure requirements) Regulations 2015, (hereinafter refferred to us “Listing Regulations”) with the Stock Exchanges, we continue to be a pioneer in benchmarking our Corporate Governance policies with the best in media industry. The report on Management Discussion and Analysis, Corporate Governance as well as the Auditor’s certificate regarding the compliance of conditions of Corporate Governance forms part of the Annual Report. Compliance reports in respect of all laws applicable to the Company have been reviewed by the Board of Directors.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility and Governance Committee (CSR&G Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company’s website at the link: www.rajtvnet.in. Your Company has always responded in a responsible manner to the growing needs of the society. A number of enriching and enlivening activities that contribute to the community in the areas of health, education, environment and preservation of the country’s rich culture and heritage have been taken up. Annual Report on CSR Activities undertaken by the Company for the Financial Year 2017-18 is annexed with this report vide Annexure III.

BOARD MEETINGS:

The Board of Directors met 5 times during this financial year. The Board meeting was on 04.05.2017, 30.06.2017,13.09.2017, 11.12.2017 and 05.02.2018.

BOARD EVALUATION

The Independent Directors of your Company, in a separate meeting held 30.06.2017, without presence of other Directors and management evaluated performance of the Chairman, Managing Director and other Non-Independent Directors along with performance of the Board/Board Committees based on various criteria recommended by Nomination & Remuneration Committee. A report on such evaluation done by Independent Directors was taken on record by the Board and further your Board, in compliance with requirements of Companies Act, 2013, evaluated performance of all Independent Directors based on various parameters including attendance, contribution etc.

The details about the appointment, re-appointment, change in Designation, resignation of Directors (along with fact of resignation), Managing Directors, Whole Time Directors, KMP, Independent Directors is annexed with this report vide Annexure III.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

BOARD & AUDIT COMMITTEE

The details regarding number of board meetings held during the financial year and composition of Audit Committee is furnished in the Corporate Governance Report.

AUDITORS AND AUDITORS’ REPORT

I. Statutory Auditors

The appointment of Auditors and in this regard to consider and if thought fit, to pass, with or without modifications, the following Resolution as an Ordinary Resolution. RESOLVED THAT ursuant to the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013, the rules made thereunder, the resolution earlier passed by the members of the Company in their meeting held on 30-9-2017, appointing M/s N. Naresh & Co., Chartered Accountants, (Firm Registraton No. 011293S), as Statutory Auditors of the Company for a term five years and to hold office till conclusion of the Annual General Meeting to be held in the year 2022, subject to Annual ractification, be and is hereby ratified to the extent it is required / applicbale under the provisions of the Companies Act 2013, firms part of the notice of ensuing Annual General Meeting.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

II. Secretarial Auditor

The Members has appointed M/s V. Nagarajan & Co., Practising Company Secretary, to conduct Secretarial Audit for the F.Y. 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

III. Cost Audit

In pursuance of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 M/s. S. Subashini and Associate - Practising Cost Accountant was engaged to carryout Audit of Cost Records of the Company. Requisite proposal seeking ractification of remuneration payable to the Cost Auditor forms part of the notice of ensuing Annual General Meeting.

PARTICULARS OF THE EMPLOYEES

Raj Television Network Limited had 463 employees as of 31, 2018. In accordance with provisions of Section 197 (12) of Companies Act, 2013, read with Rule 5 of the Compenies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required information is provided in the Annual Report which forms part of this report. However, as per the provisions of 136 of the Companies Act, 2013, the Annual Report is being sent to all the shareholders of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during the working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the period under review, company has no transactions to be reported under the disclosure of Particulars of loans, guarantees and investments made by the Company required under section 186 (4) of the Companies Act, 2013.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Information on material transactions with related parties pursuant to Section 134(3)(h) of the Act, read with rule 8(2) of the Companies (Accounts) Rules, 2014, in form AOC-2 is annexed to this report.

DEPOSITS & UNCLAIMED DIVIDEND

Your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013. During the year under review, in terms of provisions of Investors Education and Protection Fund (Awareness and Protection of Investors) Rules, 2014, NIL unclaimed dividend declared by the Company, liable to be transferred to the Investors Education and Protection Fund within the due date.

MATERIAL CHANGES AND COMMITTMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There were no material changes and committments affecting the Financial position of the Company occured between the end of the financial year to which this financial statements relate to and the date of this Report.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92 (3) of the Companies Act, 2013, is disclosed in Annexure in the prescribed Form MGT-9 as forms part of the report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the year 2017-18.

SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS

There were no significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company’s operations in future.

POLICY OF DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company’s policy on Directors’ appointment and remuneraton including criteria for determining qualifications, positive attributes fit and proper, independence of a Director and other matters provided in Section 178(3) of the Companies Act, 2013, forms part of the report as Annexure. Further, information about elements of remuneration package of individual Directors are provided in the extract of Annual Return as provided in the Form MGT-9.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has a practice of conducting stuctured induction and familiarisation program of the Independent Directors of the Company.

INDEPENDENT DIRECTORS’ MEETING

As per Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors was held during the Financial Year 2017-18 details are given in the Corporate Governance Report.

BOARD EVALUATION

In terms of the applicable provisions of the Companies Act 2013 and SEBI Listing Regulations, the Board has carried out a formal annual evaluation of its on performance, the Directors individually as well as the functioning of the Committees.

INFORMATION AS REQUIRED UNDER SECTION 134 (3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULES 8 (3) OF THE COMPANIES (ACCOUNTS) RULES, 2014

Your Company is into the business of Broadcasting of General Entertainment Television Channels. Since this business does not involve any manufacturing activity, most of the information required to be provided under Section 134(3) (m)) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are Nil / Not Applicable.

HOWEVER THE INFORMATION, AS APPLICABLE, IS GIVEN HEREUNDER

1. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is into the business of Broadcasting of General Entertainment Television Channels. Since this business does not involve any manufacturing activity, most of the information required to be provided under Section 134(3) (m)) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are Nil / Not Applicable. However the information, as applicable, is given hereunder:

a) Conservation of Energy:

(i) the steps taken or impact on conservation of energy	Your Company, being a service provider, requires minimal energy consumption and every endeavour is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.
(ii) the steps taken by the company for utilizing alternate sources of energy
( iii ) the capital investment on energy conservation equipment
b)Technology Absorption:
(i) the efforts made towards technology absorption	Your Company uses latest technology and equipment’s into its Broadcasting business. However since the Company is not engaged in any manufacturing, the information in connection with technology absorption is Nil.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported.
(b) the year of import;
(c) whether the technology been fully absorbed.
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.
(iv) the expenditure incurred on Research and Development

c) Foreign Exchange Earnings and Outgo:

Particulars of foreign currency earnings and outgo during the year are given in Additional Information to the financial statements forming part of Notes on Accounts of the company.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Section 177 of the Companies Act, 2013 requires every listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed.

The Company has adopted a Code of Conduct for Directors and Senior Management Personnel (“the Code”), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel.

Any actual or potential violation of the Code, howsoever insignificant or perceived as such, is a matter of serious concern for the Company. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The company had established a mechanism called ‘Whistle Blower Policy’ for employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the company’s code of conduct and the same is available at the website of the company (www.rajtvnet.in).

The Company has laid down code of conduct for Board of Directors and senior management personnel. Report details of establishment of vigil mechanism (for directors and employees to report genuine concerns) pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per SEBI (LODR), 2015 of the Listing Agreement.

Disclosures in terms of the provisions of Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the annual report.

SHAREHOLDING OF DIRECTORS/PROMOTERS AND PROMOTER GROUP:

The Managing Director and other whole time Directors along with their spouse and dependent children constituting promoters and Promoter group hold more than two percent of the equity share of the Company in their individual capacity. Independent Directors do not hold any share in the Company.

INTERNAL FINANCIAL CONTROL

The company has an established internal control system on the Financial reporting and this is adequate for the size and nature of our business. The company’s Internal Control System is supported by well laid out systems, procedures and policies for each of the functions and these are being followed in the normal course of operations of the Company. The adherence to the established procedures / policies is being audited by firm of Auditors as part of the internal audit. Appropriate actions to correct deviations if any are taken up immediately by the management. The Audit Committee of the Company provides reassurance to the Board on the existence of an effective internal control system in the operations of the Company. The company has established a system of periodic review of the established internal control system and its effectiveness and takes actions for upgrading the same to meet the changing requirements.

Pledging of the shares by the Promoters

As required under SEBI (Substantial Acquisition and Takeover) Regulations. 1997, the Promoters, promoter Group and the persons acting in concert representing Promoters and promoter Group pledged shares during the financial year.

Details Pledging of the Shares by the Promoters
Sl. No	Particulars	Year Ended March 31, 2018
A	PARTICULARS OF SHAREHOLDING	No. of shares
1	Promoters Share Holding
	- Number of Shares	36696744
	- Percentage of Shareholding	70.69
2	Promoter and Promoter Group Shareholding
	a) Pledged / Encumbered
	Number of Shares	2660000
	Percentage of Shares (as a % of total shareholding of promoter and promoter group)	7.25
	Percentage of Shares (as a % of total share capital of the Company)	5.12
	b) Non - Pledged / Non -Encumbered
	- Number of Shares	33894244
	- Percentage of Shares (as a % of total shareholding of promoter and promoters group)	92.75
	- Percentage of Shares (as a % of total share capital of the Company)	65.56
	Total Promoter Holding ^	70.69

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 to NSE & BSE where the Company’s Shares are listed.

SHARES IN SUSPENSE ACCOUNTS:

As required under Requirements of the Listing Regulations, 464 numbers of outstanding shares are lying in the suspense account at the beginning and end of the year. The Company has not been approached by any of these shareholders. The voting rights on the shares outstanding in the suspense account as on March 31, 2018 shall remain frozen till the rightful owner of such shares claims the shares.

CEO / CFO CERTIFICATION

The Managing Director and Chief Executive Officer and the Chief Financial Officer have submitted a Certificate to the Board regarding the Financial Statements and other matters as required under Regulation 17 (8) of the Listing Regulation which forms part of the Report.

TRANSACTION WITH RELATED PARTIES

The information on material transactions with related parties pursuant to Section 134 (3) (h) of the Act, read with rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is Annexed to this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In pursuance of section 134 of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2018 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

(b) Accounting policies selected were applied consistently and the judgments and estimates related to these financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of thethe Company as at March 31, 2018, and, of the profits/ (Loss) of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

(d) Requisite internal financial controls to be followed by the Company were laid down and that such internal financial controls are adequate and operating effectively; and

(e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

ACKNOWLEDGEMENT:

The Directors take this opportunity to thank all their valued customers, business associates and vendors for their kind support. The Directors also record their appreciation for the sincere and dedicated efforts put in by all Employees. Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company at all levels that has contributed to your Company’s success and remain in the forefront of media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments / regulatory authorities viz. the Ministry of Information & Broadcasting, the Department of Telecommunication, Ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India, Foreign Investment Promotion Board, the Stock Exchanges and Depositories and other stakeholders including viewers, producers, vendors, financial institutions, banks, investors , Service providers and all our stakeholders. Your directors also place on record their appreciation of the tireless efforts of Team RAJTV, a dedicated and loyal band of people who have displayed unswerving commitment to their work in these challenging times and helped the Company deliver good results.

For and on behalf of the Board of Directors

Raajhendhran. M Ravindran M

Chairman & Managing Director Director

Place: Chennai

Date: 10^th August 2018,

---

Mar 31, 2016

Dear Members,

The Directors take pleasure in presenting the 22^nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31^st March 2016 as under:-

(Rs in Lakhs)

1. FINANCIAL SUMMARY/HIGHLIGHTS OF THE COMPANY:
Particulars	Year ended 31st March,2016	Year ended 31st March, 2015
Revenue from Operations	8244.73	8,250.11
Other Income	45.80	139.09
Total Revenue	8290.53	8,389.20
Less : Total Expenses	7720.26	5,811.98
Profit/(Loss) before interest, Depreciation and Tax	570.27	2577.23
Interest	452.22	647.14
Profit/(Loss) before Depreciation and Tax (PBDT)	118.05	1930.09
Depreciation	654.32	633.47
Profit/(Loss) Before Tax (PBT)	(536.28)	1296.62
Provision for taxation	(68.66)	480.79
Profit /(Loss) After tax (PAT)	(604.94)	815.83
Balance brought forward	3813.67	4016.42
Adjustment of depreciation as per Transition Provisions	Nil	707.1
Amount available for appropriations	3208.73	4125.15
Final Dividend - on Equity Shares	129.78	259.56
Tax on Dividend	26.42	51.89
Surplus carried to Balance Sheet	3052.53	3813.67

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on internal financial control framework and compliance systems established in the Company, the work performed by statutory, internal and secretarial auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Company''s internal financial controls were adequate and effective during the Financial Year 2015-16.

3. DIVIDEND

In view of current year loss and considering the co-operation extended by the shareholders of the company your Directors recommend final dividend at the rate of Rs 0.25 paise per equity share of Rupees 5 paid up for the year ended 31st March, 2016. Final Dividend, if approved by Members at the ensuing Annual General Meeting, will be paid on or after October 5, 2016, to all those equity shareholders whose name appear in the Register of Members of the Company, after giving effect to all valid share transfers in physical form lodged with the Company or its Registrar on or before Friday, September 23, 2016 and in the list of Beneficial Owners furnished by National Securities Depository Limited and/or Central Depository Services (India) Limited, in respect of shares held in electronic form, as at the end of the business day on Friday, September 23, 2016.

Equity dividend payout for the year under review has been formulated in accordance with the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

4. RESULT OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS, CHANGE IN THE NATURE OF BUSINESS, IF ANY:

Your Company achieved revenue from operations Rs. 8290.53 lakhs as against Rs.8389.20 lakhs in the P.Y. The Total Expenditure for the period is Rs.8826.81 lakhs as against Rs.7092.58 lakhs in the Previous Year.

The performance of the Company is marginally affected by downfall in advertisement income due to reduction in the viewership rating for the channels due to the change in the rating parameters by new rating agency.

Net Loss After Tax stood at Rs. 604.94 Lakhs as compared to Net profit after tax Rs.815.83 lakhs in the Previous Year.

Business Description

Your Company had undergone competitive business environment and changing customer preferences and with the new rating system are in place now the media planners and advertisers will have to establish new benchmarks to work with the new systems. further the company is also exploring various options for raising revenue generation with much focus on regional market consolidation and exploring various new platforms of revenue generation.

Your Company, today, is an established Television Company in the Tamil broadcasting industry in South India. The Network is presently runs 13 Channels and has 13 Channel licenses in various languages and genre and 3 more licenses are in the pipeline to launch 3 more channels. Your company has own uplinking station and Exclusive Transponder facility. Your company broadcasts the channels in whole of India, as well as parts of South East Asia, and the Middle East.

Future Projects

Your company undertakes several production projects with the right mix of self produced and outsourced productions, to mitigate financial risk and obtain large revenues. With self-produced content, the company gets complete right over the content, and can build its own intellectual property base. The company plans to have more in house media contents in Tamil language in various genres.

Your company has an advantage of being a mass channel with its extensive line up of attractive programming to cater the entire family. The channels of the network reach a wide variety of audiences as It satisfies people of all ages, The Channel offers a right mix of movies, serials, debates, cultural, educational, cookery, handicrafts and religious programmes satisfying the needs of the entire community ranging from Urban to the rural audience.

There are no significant changes in nature of business during the Financial Year 2015-16.

5. SHARE CAPITAL

There were no changes to the Equity Share Capital of the Company during the year under review.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Company has no Subsidiary, Joint Ventures or Associate Companies and same status is maintained during the F.Y 2015-16.

7. PUBLIC DEPOSITS

During the year, the Company has neither invited nor accepted any deposits from the public or its employees.

8. BOARD COMMITTEESBOARD COMMITTEES

In compliance with the requirements of Companies Act, 2013 and Listing Agreements / Listing Regulations, your Board had constituted various Board Committees including Audit Committee, Risk Management Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.rajtvnet.in . Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report. A detailed report on Corporate Social Responsibility activities initiated by the Company during the year under review, in compliance with the requirements of Companies Act, 2013, is annexed to this report

9. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 (''Listing Regulations'') and applicable provisions of Companies Act, 2013.A detailed report on corporate governance, together with a certificate from the Statutory Auditors, in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Listing Agreement, is attached as part of this report vide Annexure I. Compliance reports in respect of all laws applicable to the Company have been reviewed by the Board of Directors.

10. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

11. CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility and Governance Committee (CSR&G Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company''s website at the link: www.rajtvnet.in.Your Company has always responded in a responsible manner to the growing needs of the society. A number of enriching and enlivening activities that contribute to the community in the areas of health, education, environment and preservation of the country''s rich culture and heritage have been taken up. Annual Report on CSR Activities undertaken by the Company for the Financial Year 2015-16 is annexed with this report vide Annexure III.

12. DIRECTORS AND KEY MANAGERIALPERSONNEL

Your Board comprises of 9 Directors including 4 Independent Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and SEBI (LODR), 2015. During F.Y. 2015-16 your Board met 4 (Four) times details of which are available in Corporate Governance Report annexed to this report.

13. DIRECTORS SEEKING FOR RETIREMENT BY ROTATION

Directors Shri. M. Ravindran (Holding DIN 00662830) and Shri. A Arjuna Pai (Holding Din 001830471), who retires by rotation and being eligible, offers himself for re-appointment.

BOARD MEETINGS

The Board of Directors met 4 times during this financial year. The Board meeting was on:-

27^th May 2015, 21^st July, 2015, 23^rd October, 2015 and 29^th January, 2016

BOARD EVALUATION

The Independent Directors of your Company, in a separate meeting held on October 23rd, 2015, without presence of other Directors and management evaluated performance of the Chairman and Managing Director and other Non-Independent Directors along with performance of the Board/Board Committees based on various criteria recommended by Nomination & Remuneration Committee. A report on such evaluation done by Independent Directors was taken on record by the Board and further your Board, in compliance with requirements of Companies Act, 2013, evaluated performance of all Independent Directors based on various parameters including attendance, contribution etc.

The details about the appointment, re-appointment, Managing Director, Whole Time Directors, KMP, Independent Directors is annexed with this report vide Annexure III.

14. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

15. BOARD & AUDIT COMMITTEE

The details regarding number of board meetings held during the financial year and composition of Audit Committee is furnished in the Corporate Governance Report.

16. AUDITORS AND AUDITOR’S REPORT

I. Statutory Auditors

M/s. Pratapkaran Paul & Co., Chartered Accountants, having Firm Registration No. 002777S, Chennai - 600 034, the retiring auditors holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of the opinion that continuation of M/s. Pratapkaran Paul & Co., Chartered Accountants, as Statutory Auditors during F.Y.2016-17 will be in the best interests of the Company and therefore, Members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till next Annual General Meeting at remuneration be decided by the Board.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

II. Secretarial Auditor

The Members have appointed M/s V. Nagarajan & Co., Practicing Company Secretary, to conduct Secretarial Audit for the F.Y. 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

17. DISCLOSURES

i. Particulars of loans, guarantees and investments: During the period under review, company has no transactions to be reported under the disclosure of particulars of loans, guarantees and investments made by the company required under section 186 (4) of the companies act, 2013.

ii. Transactions with related parties: None of the transactions with related parties fall under the scope of section 188(1) of the act. Information on material transactions with related parties pursuant to section 134(3)(h) of the act, read with rule 8(2) of the companies (accounts) rules, 2014, in form aoc-2 is annexed to this report.

iii. Internal Financial Controls and their adequacy: Your Company has approved internal financial controls and policies/procedures to be adopted by the Company for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

iv. Deposits & unclaimed dividend: Your Company has not accepted any public deposit under chapter v of the companies act, 2013. During the year under review, in terms of provisions of Investors Education and Protection Fund (Awareness and Protection of Investors) Rules, 2014, unclaimed dividend declared by the company for financial year 2008-09, aggregating to Rs.93,546/- was transferred to investors education and protection fund within the due date.

v. Extract of Annual Return: The extract of annual return in form MGT - 9 as required under Section 92(3) of the act read with Companies (Management & Administration) Rules, 2014 is annexed to this report.

vi. Sexual Harassment: The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. During the year under review no complaints on sexual harassment were received.

vii. Regulatory orders: no significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and company''s operations in future.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is into the business of Broadcasting of General Entertainment Television Channels. Since this business does not involve any manufacturing activity, most of the information required to be provided under Section 134(3) (m)) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are Nil / Not Applicable. However the information, as applicable, is given hereunder:

ANNEXURE TO VII ABOVE - the information, as applicable, is given here under:
a) Conservation of Energy:
(i) the steps taken or impact on conservation of energy	Your Company, being a service provider,
(ii) the steps taken by the company for utilizing alternate sources of energy	requires minimal energy consumption and every endeavour is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.
( iii ) the capital investment on energy conservation equipments
b) Technology Absorption:
(i) the efforts made towards technology absorption
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	Your Company uses latest technology and equipment''s into its Broadcasting business. However since the Company is not engaged in any manufacturing, the information in connection with technology absorption is Nil.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported.
(b) the year of import;
(c) whether the technology been fully absorbed.
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.
(iv) the expenditure incurred on Research and Development
c) Foreign Exchange Earnings and Outgo:
Particulars of foreign currency earnings and outgo during the year are given in Additional Information to the Financial statements forming part of Notes on Accounts of the company.

19. HUMAN RESOURCES & PARTICULARS OF EMPLOYEES

Being in the business of creativity and business of people, to ensure sustainable business growth and become future ready, over the years your Company has been focusing on strengthening its talent management and employee engagement processes and through the year, organization’s engagement scores has improved to highest percentile in the entertainment sector. Your Company had 554 employees as of March 31, 2016 and your company provided additional employment opportunity to people and empowered the human resource assets during the year. Requisite disclosures in terms of the provisions of Section 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with statement showing names and other particulars of the employees drawing remuneration in excess of the limits prescribed under the said rules requires your company to disclose the particulars of employees who are in receipt of remuneration of Rs. 60 lakhs or more per annum and those who were in receipt of remuneration of Rs. 5 lakhs or more per month. However, during the financial year under review, company does not come under the purview of the above said compliance except Managing Director and Whole time Directors of the Company, the disclosure is made in the annexure.

20. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Section 177 of the Companies Act, 2013 requires every listed company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed.

The Company has adopted a Code of Conduct for Directors and Senior Management Personnel ("the Code"), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel.

Any actual or potential violation of the Code, howsoever insignificant or perceived as such, is a matter of serious concern for the Company. Such a vigil mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

The company had established a mechanism called ''Whistle Blower Policy'' for employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the company''s code of conduct and the same is available at the website of the company (www.rajtvnet.in).

The Company has laid down code of conduct for Board of Directors and senior management personnel. Report details of establishment of vigil mechanism (for directors and employees to report genuine concerns) pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per SEBI (LODR), 2015 of the Listing Agreement.

21. Disclosures in terms of the provisions of Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the annual report.

22. SHAREHOLDING OF DIRECTORS/ PROMOTERS AND PROMOTER GROUP

The Managing Director and other whole time Directors along with their spouse and dependent children constituting promoters and Promoter group hold more than two percent of the equity share of the Company in their individual capacity. Independent Directors do not hold any share in the Company.

Details Pledging of the Shares by the Promoters

Sl. No	Particulars	Year Ended March 31, 2016
A PARTICULARS OF SHAREHOLDING No of Shares 1 Promoters Share Holding - Number of Shares 36297244 - Percentage of Shareholding 68.96 2 Promoter and Promoter Group Shareholding a) Pledged / Encumbered Number of Shares 500000 Percentage of Shares (as a % of total share 1.38 holding of promoter and promoter group) 0.96 Percentage of Shares (as a % of total share capital of the Company) 35797244 b) Non - Pledged / Non -Encumbered - Number of Shares 98.62 - Percentage of Shares (as a % of total shareholding of promoter and promoters group) 68.96 - Percentage of Shares (as a % of total share capital of the Company) Total Promoter Holding 69.91

23. INTERNAL FINANCIAL CONTROL

The company has an established internal control system on the financial reporting and this is adequate for the size and nature of our business. The company''s Internal Control System is supported by well laid out systems, procedures and policies for each of the functions and these are being followed in the normal course of operations of the Company.

The adherence to the established procedures / policies is being audited by firm of Auditors as part of the internal audit. Appropriate actions to correct deviations if any are taken up immediately by the management. The Audit Committee of the Company provides reassurance to the Board on the existence of an effective internal control system in the operations of the Company.

The company has established a system of periodic review of the established internal control system and its effectiveness and takes actions for upgrading the same to meet the changing requirements.

24. PLEDGING OF THE SHARES BY THE PROMOTERS

As required under SEBI (Substantial Acquisition and Takeover) Regulation, 1997, the Promoters, promoter group and the Persons acting in concert representing Promoters and promoter Group pledged shares during the financial year. Details as per Annuxure II - IV.(II)

25. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to NSE & BSE where the Company''s Shares are listed.

26. SHARES IN SUSPENSE ACCOUNTS

As required under Requirements of the Listing Regulations, 2 shareholders and 116 numbers of outstanding shares are lying in the suspense account at the beginning and end of the year. The Company has not been approached by any of these shareholders. The voting rights on the shares outstanding in the suspense account as on March 31, 2014 shall remain frozen till the rightful owner of such shares claims the shares.

27. DIRECTOR’S RESPONSIBILITY STATEMENT

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2016 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

(b) Accounting policies selected were applied consistently and the judgments and estimates related to these financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of thethe Company as at March 31, 2016, and, of the profits/ (Loss) of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

(d) Requisite internal financial controls to be followed by the Company were laid down and that such internal financial controls are adequate and operating effectively; and

(e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

24. ACKNOWLEDGEMENT

The Directors take this opportunity to thank all their valued customers, business associates and vendors for their kind support. The Directors also record their appreciation for the sincere and dedicated efforts put in by all Employees. Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company at all levels that has contributed to your Company''s success and remain in the forefront of media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments / regulatory authorities viz. the Ministry of Information & Broadcasting, the Department of Telecommunication, Ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India, Foreign Investment Promotion Board, the Stock Exchanges and Depositories and other stakeholders including viewers, producers, vendors, financial institutions, banks, investors , Service providers and all our stakeholders. Your directors also place on record their appreciation of the tireless efforts of Team RAJTV, a dedicated and loyal band of people who have displayed unswerving commitment to their work in these challenging times and helped the Company deliver good results.

For and on behalf of the Board of Directors

Raajhendhran M M. Ravindran

Chairman & Managing Director Director

Place: Chennai

Date: 29^th July, 2016

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Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 21st Annual Report of the Company together with the Audited Statements of Acounts for the year ended 31st March 2015 as under:- (Rs in Lakhs)

1. FINANCIAL SUMMARY/HIGHLIGHTS OF THE COMPANY:

Particulars Year ended 31st March, 2015 Year ended 31st March, 2014

Revenue from Operations 8,250.11 7,946.55

Other Income 139.09 107.26

Total Income 8,389.20 8,053.81

Total Expenditure 5,811.98 5,601.44

Profit / (Loss) before Interest, Depreciation & Tax 2,577.23 2,452.37

Interest 647.14 467.59

Profit / (Loss) before Depreciation & Tax (PBDT) 1,930.09 1,984.77

Depreciation 633.47 395.71

Profit / (Loss) before Tax (PBT) 1,296.62 1,589.06

Provision for Taxation 480.79 297.85

Profit / (Loss) After Tax (PAT) 815.83 1,291.22

Balance brought forward 4016.42 3081.18

Adjustment of Depreciation as per transitional provisions 707.1

Amount available for appropriations 4125.15 4372.4 Appropriations:

Dividend

Equity Shares 259.56 194.67

Tax on Dividend

Equity Shares 51.89 32.07

General Reserve - 129.78

Balance carried forward 3813.7 4016.52

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on internal financial control framework and compliance systems established in the Company, the work performed by statutory, internal and secretarial auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Company's internal financial controls were adequate and effective during the Financial Year 2014-15.

3. DIVIDEND:

Equity Shares : Your Directors recommend final dividend at the rate of Rs .50 paise per equity share of Rupees 5 paid up for the Financial year ended 31st March 2015. Equity Dividend, upon approval by members if approved by Members of the Company at the ensuing Annual General Meeting, shall be payable on the outstanding equity capital as at the book closure date. The outflow on account of Equity Dividend and the tax on such dividend distribution, based on current paid-up capital of the Company would aggregate to Rs. 3.11 crrores, resulting in a payout of 38 % of the profits of the Company on a stand-alone basis.

Equity dividend payout for the year under review has been formulated in accordance with the Company's policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

4. RESULT OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS, CHANGE IN THE NATURE OF BUSINESS, IF ANY:

- Your Company achieved revenue from operations Rs. 8389.20 lakhs as against Rs.8053.81 lakhs in the P.Y The Total Expenditure for the period is Rs.7092.58 lakhs as against Rs.6464.75 lakhs in the Previous Year.

- The performance of the Company is mainly affected by increased spent for launch of the Kannada News Channels and change in the depreciation policies adopted by the Company as per the new Companies Act 2013 and other administrative expenses.

- Net Proft after tax stood at Rs.815.83 lakhs as compared to Net profit after tax Rs.1291.22 lakhs in the Previous Year.

5. BUSINESS OVERVIEW

Your Company had a successful F.Y.2014-15 with good financial results, reflecting our focus on regional market consolidation and exploring various new platforms of revenue generation.

Business Description

Your Company, today, is an established Television Company in the Tamil broadcasting industry in South India. The network is presently runs 13 Channels and has 13 Channel licenses in various languages and genre and 3 more licenses are in the pipeline to launch 3 more channels. Your Company has own uplinking station and Exclusive Transponder facility. Your Company broadcasts the channels in whole of India, as well as parts of South East Asia, and the Middle East.

Future Projects

Your Company undertakes several production projects with the right mix of self produced and outsourced productions, to mitigate financial risk and obtain large revenues. With self-produced content, the Company gets complete right over the content, and can build its own intellectual property base.

Your Company has an advantage of being a mass channel with its extensive line up of attractive programming to cater the entire family. The channels of the network reach a wide variety of audiences as it satisfies people of all ages, The Channel offers a right mix of movies, serials, debates, cultural, educational, cookery, handicrafts and religious programmes satisfying the needs of the entire community ranging from Urban to the rural audience.

During the Current Year, Company plan to increase our offering in Telugu and Malayalam languages covering different genres. Healthy advertising revenues are expected from the new Channels. Your Company is exploring various other delivery platforms such as direct to handheld and various other OTT technologies. All these new initiatives are expected to augment the income substantially and help to post better results in this year. This will give the Company a place in the minds of people leading to numbers provided by recognized rating agencies and increase fund flow from the operations. There are no significant changes in nature of business during the Financial Year 2014-15.

6. SHARE CAPITAL

During the year under review , Company has not issued any shares or any other securities including DR/GDR/FCCB/ WARRANTS/BONDS, ESOP during the year.

7. PUBLIC DEPOSITS:

During the year, the Company has neither invited nor accepted any deposits from the public or its employees.

8. CORPORATE GOVERNANCE & POLICIES

Your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement and applicable provisions of Companies Act, 2013.

A detailed report on Corporate Governance together with the Statutory Auditors' Certificate on compliance is attached to this Annual Report. Management's Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are presented in separate sections forming part of the Annual Report. The Audit Committee of the Board has been vested with powers and functions relating to Risk Management which inter alia includes (a) review of risk management policies and business processes to ensure that the business processes adopted and transactions entered into by the Company are designed to identify and mitigate potential risk; (b) laying down procedures relating to Risk assessment and minimization; and (c) formulation, implementation and monitoring of the risk management plan. In compliance with the requirements of section 178 of the Companies Act, 2013, the Nomination & remuneration Committee of your Board had fixed various criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification / experience, areas of expertise and independence of individual. Your Company has also adopted a Remuneration Policy, salient features whereof is annexed to this report. Your Board has in accordance with the requirements of Companies Act, 2013 and Clause 49 of the Listing Agreement has adopted new policies and amended existing policies such as policy on Related Party Transaction, Code of Conduct for Directors and Senior Management, Corporate Social Responsibility Policy and Whistle Blower and Vigil Mechanism Policy.

9. LISTING AGREEMENT

The Company has complied with all the requirements of the listing agreements of BSE & NSE except compliance to clause 49(II)(A)(1) of equity listing agreement as entered by the issuer Company (appointment of Woman Director) - as the issuer Company requires the prior permission and approval of the Ministry of Information and Broadcasting and Ministry of Home Affairs, and the approval was in process as at 31st March 2015.

In terms of Clause 49 (II)(A)(1) of the Listing Agreement, the Company was needed to have at least one woman director on its board. Hence at the AGM held on 19-09-2014 in view of notice received from a member of the Company in terms of Section 160 of the Companies Act, 2013 had appointed Smt. Amudha Rajendran as a Director (Woman Director). As the appointment of Smt. Amudha Rajendran as a Director of the Company had happened due to the proposal obtained from a member of the Company in terms of the provisions of the Companies Act, 2013 the Company had not obtained the prior approval from the Ministry of Information and Broadcasting, New Delhi for appointing herself as a Director of the Company as required in terms of Clause 5.10 of the "Guidelines for uplinking of News and Current affairs TV Channels from India" and also in terms of Clause 5.11 of the "Policy Guidelines For Downlinking of Television Channels".

As the prior permission and approval of the Ministry of Information and Broadcasting and Ministry of Home Affairs, New Delhi was not obtained by the Company, Smt. Amudha Rajendran had resigned from the office of the directorship of the Company with effect from 31-01-2015. Presently the Board of Directors of the Company had applied to Ministry of Information and Broadcasting, New Delhi for co-opting Smt.Vijayalakshmi Ravindran as an Additional Director (Woman Director) by the Board and accordingly had authorized its officials to make necessary steps in this connection.

10. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

11. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Your Board comprises of 8 Directors including 4 Independent Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Clause 49 of the Listing Agreement. During F.Y 2014-15 your Board met 5 (Five) times details of which are available in Corporate Governance Report annexed to this report. Mr. M. Rajarathnam and Mr. M. Raghunathan Executive Directors are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible , offers themselves for re-appointment. Your Board recommends their re-appointment. In compliance with the requirements of Section 203 of the Companies Act, 2013, Mr. Jeyaseelan , Chief Finance Officer and Mr. Joseph Cheriyan -Company Secretary & Compliance Officer of the Company were nominated as Key Managerial personnel.

DIRECTORS SEEKING FOR RETIREMENT BY ROTATION

Directors Shri. M. Raghunathan (Holding DIN 00662769) and Shri. M. Rajarathnam (Holding DIN 00839174), who retires by rotation and being eligible, offers themselves for re-appointment.

BOARD MEETINGS

The Board of Directors met 5 times during this financial year. The Board meetings were held on 28th April 2014, 13th May 2014, 29th July 2014, 27th October 2014 and 21st January 2015.

BOARD EVALUATION

In a separate meeting of Independent Directors held during the F.Y. 2014-15, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated.

The details about the appointment, re-appointment, change in Designation, resignation of Directors (along with fact of resignation), Managing Directors, Whole Time Directors, KMP, Independent Directors is annexed to this report.

12. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

13 .BOARD & AUDIT COMMITTEE

The details regarding number of board meetings held during the financial year and composition of Audit Committee is furnished in the Corporate Governance Report.

14. AUDITORS AND AUDITORS' REPORT I. Statutory Auditors

M/s. Pratapkaran Paul & Co., Chartered Accountants, having Firm Registration No. 002777S, Chennai - 600 034, the retiring auditors holds office until the conclusion of the ensuing Annual General Meet- ing and is eligible for reappointment.

Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of the opinion that continuation of M/s. Pratapkaran Paul & Co., Chartered Accountants, as Statutory Auditors during F.Y2015- 16 will be in the best interests of the Company and therefore, Members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till next Annual General Meeting at remuneration be decided by the Board.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

II. Secretarial Auditor

The Members has appointed CS.V. Nagarajan & Co., Practising Company Secretary, to conduct Secretarial Audit for the F.Y 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

III. Internal Auditor

The Board of Directors has appointed M/s. Saravanan & Co,. Practising Chartered Accountant as Internal Auditors for the F.Y. 2014-15.

15. DISCLOSURES

I.PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS :

During the period under review, Company has no transactions to be reported under the disclosure of Particulars of loans, guarantees and investments made by the Company required under section 186 (4) of the Companies Act, 2013.

II.TRANSACTIONS WITH RELATED PARTIES:

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Information on material transactions with related parties pursuant to Section 134(3)(h) of the Act, read with rule 8(2) of the Companies (Accounts) Rules, 2014, in form AOC-2 is annexed to this report.

III.DEPOSITS & UNCLAIMED DIVIDEND :

Your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013. During the year under review, in terms of provisions of Investors Education and Protection Fund (Awareness and Protection of Investors) Rules, 2014, unclaimed dividend declared by the Company for financial year 2007-08, aggregating to Rs.54,355/-and Unclaimed IPO refund amount Rs. 1,20,904/- was transferred to Investors Education and Protection Fund.

IV. Extract of Annual Return :

The Extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is annexed to this report.

V. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during the year 2014-15.

VI. REGULATORY ORDERS:

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future.

VII .CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company is into the business of Broadcasting of General Entertainment Television Channels. Since this business does not involve any manufacturing activity, most of the information required to be provided under Section 134(3) (m)) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are Nil / Not Applicable.

ANNEXURE TO VII ABOVE - the information, as applicable, is given here under:

a) Conservation of Energy:

(i) the steps taken or impact on conservation of energy

(ii) the steps taken by the Company for utilizing alternate sources of energy

( iii ) the capital investment on energy conservation equipments

Your Company, being a service provider, requires minimal energy consumption and every endeavour is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

(i) the efforts made towards technology absorption

(ii) the benefits derived like product improvement, cost reduction,product development or import substitution

(iii) in case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year)-

(a) the details of technology imported.

(b ) the year of import;

(c) whether the technology been fully absorbed.

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.

(iv) the expenditure incurred on Research and Development

Your Company uses latest technology and equipment's into its Broadcasting business. However since the Company is not engaged in any manufacturing, the information in connection with technology absorption is Nil.

VIII) HUMAN RESOURCES & PARTICULARS OF EMPLOYEES

Being in the business of creativity and business of people, to ensure sustainable business growth and become future ready, over the years your Company has been focusing on strengthening its talent management and employee engagement processes and through the year, organisation's engagement scores has improved to highest percentile in the entertainment sector.

PARTICULARS OF EMPLOYEES

Your Company had 625 employees as of March 31, 2015 as against 515 employees as of March 31, 2014 and your Company provided additional employment opportunity to 112 people and empowered the human resource assets during the year. Requisite disclosures in terms of the provisions of Section 197 (12) of the Act read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 along with statement showing names and other particulars of the employees drawing remuneration in excess of the limits prescribed under the said rules requires your Company to disclose the particulars of employees who are in receipt of remuneration of Rs. 60 lakhs or more per annum and those who were in receipt of remuneration of Rs. 5 lakhs or mores per month. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.(Director's Report Annexure V -B).

IX. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Section 177 of the Companies Act, 2013 requires every listed Company and such class or classes of companies, as may be prescribed to establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed.

The Company has adopted a Code of Conduct for Directors and Senior Management Personnel ("the Code"), which lays down the principles and standards that should govern the actions of the Directors and Senior Management Personnel.

Any actual or potential violation of the Code, howsoever insignificant or perceived as such, is a matter of serious concern for the Company. Such a Vigil Mechanism shall provide for adequate safeguards against victimization of persons who use such mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. Effective October 1, 2014, Clause 49 of the Listing Agreement between listed companies and the Stock Exchanges, inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called 'Whistle Blower Policy' for employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the company's code of conduct. The Company has laid down code of conduct for Board of Directors and senior management personnel. Report details of establishment of vigil mechanism (for directors and employees to report genuine concerns) pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Clause 49 of the Listing Agreement.

16. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal Control:

The Company has a defined management reporting system and periodic reviews of it business to ensure timely check and decision-making. The Management Information System (MIS) forms an integral part of the Company's control mechanism. Any material change in the business process is reported to the Board regularly.

17. DISCLOSURES IN TERMS OF THE PROVISIONS OF SECTION 197 (12) OF THE ACT READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONAL) RULES, 2014 ARE PROVIDED IN THE ANNUAL REPORT.

18. SHAREHOLDING OF DIRECTORS/ PR OMOTERS AND PROMOTER GROUP:

The Managing Director and other whole time Directors along with their spouse and dependent children constituting promoters and Promoter group hold more than two percent of the equity share of the Company in their individual capacity. Independent Directors do not hold any share in the Company.

19. PLEDGING OF THE SHARES BY THE PROMOTERS:

As required under SEBI (Substantial Acquisition and Takeover) Regulation, 1997, the Promoters, promoter group and the Persons acting in concert representing Promoters and promoter Group pledged shares during the financial year.

Details Pledging of the Shares by the Promoters

Sl. No Particulars Year Ended March 31, 2015

A PARTICULARS OF SHAREHOLDING No of Shares

1 Public Share Holding

- Number of Shares 16122857

- Percentage of Shareholding 31.06

2 Promoter and Promoter Group Shareholding

a) Pledged / Encumbered

Number of Shares 2500000

Percentage of Shares (as a % of total share holding 6.99

of promoter and promote group) 4.82

Percentage of Shares (as a % of total share capital of the Company)

b) Non - Pledged / Non -Encumbered

- Number of Shares 33290487

- Percentage of Shares (as a % of total shareholding 93.01 of promoter and promotergroup)

- Percentage of Shares (as a % of total share capital 64.13 of the Company)

Total Promoter Holding 68.94

20. FORMAL ANNUAL EVALUATION:

The performance evaluation of the Board, its Committees and individual Directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, its Committees and self-evaluation. The Chairperson of the Board Nomination and Remuneration Committee (BNRC) held separate discussions with each of the Directors of the Company and obtained their feedback on overallBoard effectiveness as well as on each of the other Directors. Based on the questionnaire and feedback, the performance of every Director was evaluated in the meeting of the BNRC.

21. DISCLOSURE ABOUT COST AUDIT

During the F.Y. 2014-15, the Provision of cost audit requirements is not applicable to the Company.

22. RATIO OF REMUNERATION TO EACH DIRECTOR:

Details / Disclosures of Ratio of Remuneration to each Director to the median employee's remuneration as per Section 197(12) read with Rule 5 (1) (2) & (3) of Cos (Appointment & Remuneration) Rules, 2014 is annexed to this report.

23. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to NSE & BSE where the Company's Shares are listed.

24. SHARES IN SUSPENSE ACCOUNTS:

As required under Clause 5A of the Listing Agreement, 2 shareholders and 116 numbers of outstanding shares are lying in the suspense account at the beginning and end of the year. The Company has not been approached by any of these shareholders. The voting rights on the shares outstanding in the suspense account as on March 31, 2015 shall remain frozen till the rightful owner of such shares claims the shares. In compliance with the said requirements, these shares will be transferred into one folio in the name of 'Unclaimed Suspense Account' in due course.

25. DIRECTORS' RESPONSIBILITY STATEMENT:

PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013 (THE ACT'), IN RELATION TO THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2014-2015, YOUR DIRECTORS CONFIRM THAT:

(a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2015 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

(b) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015, and, of the profit of the Company for the year ended on that date;

(c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act, to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) Requisite internal financial controls were laid down and that such financial controls are adequate and operating effectively; and

(e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

26. ACKNOWLEDGEMENT:

The Directors take this opportunity to thank all their valued customers, business associates and vendors for their kind support. The Directors also record their appreciation for the sincere and dedicated efforts put in by all Employees. Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company at all levels that has contributed to your Company's success and remain in the forefront of media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments / regulatory authorities viz. the Ministry of Information & Broadcasting, the Department of Telecommunication, Ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India, Foreign Investment Promotion Board, the Stock Exchanges and Depositories and other stakeholders including viewers, producers, vendors, financial institutions, banks, investors , service providers and all our stakeholders. Your directors also place on record their appreciation of the tireless efforts of Team RAJTV, a dedicated and loyal band of people who have displayed unswerving commitment to their work in these challenging times and helped the Company deliver good results.

For and on behalf of the Board of Directors

Sd/- -Sd/-

M.Rajendran M Ravindran,

Chairman & Managing Director Director

Place: Chennai Date : 27th May 2015

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Mar 31, 2014

Dear Members

The Directors take pleasure in presenting the 20th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2014.

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, in relation to the Annual Financial Statements for the Financial Year 2013-2014, your Directors confirm the following:

a) The Financial Statements comprising of the Balance Sheet as at March 31, 2014 and the Statement of Profit & Loss for the year ended on that date have been prepared in the revised format of Schedule VI of Companies Act, 1956 on a going concern and on the accrual basis and in the preparation of these Financial Statements, applicable accounting standards have been followed and there are no material departures;

b) Accounting policies selected were applied consistently and the judgements and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

d) Directors had prepared the annual accounts on a going concern basis.

The Financial Performance of your Company for the year ended March 31, 2014 is summarized below:

(Rupees in lakhs) Particulars Year Ended 31.03.2014 Year Ended 31.03.2013

Revenue from operations 7,946.55 6,752.73

Other Income 107.26 74.41

Total income 8,053.81 6,827.14

Total Expenses 6464.74 5861.45

Profit Before Tax 1589.06 965.68

Provision for Taxation 289.85 37.06

Profit after Tax (PAT) 1291.21 928.62

Add : Balance brought forward 3,081.18 2,396.26

Amount vaialble for appropriations 4,372.40 3,324.89

Appropriations - -

Interim Dividend (Rs.0.50/- per share, Previous year Rs.Nil) 64.89 -

Tax on Interim Dividend11. 02 -

Proposed final Dividend (Rs.0.50/- Per share previous year Rs.1/- per share 129.78 129.78

Tax on Proposed Dividend 21.06 21.06

Amount transferred to General Reserve 129.12 92.86

Balance carried forward 4,016.53 3,081.18

OPERATIONS REVIEW

The Company achieved revenue of Rs. 8053.81 Lakhs as against Rs. 6827.13 lakhs in the previous year.

Net profit after tax stood at Rs. 1291.21 lakhs as compared to Profit after tax of Rs. 928.62 Lakhs in the previous year.

DIVIDEND

In view of the better performance made in the current year, company paid an Interim Dividend of 5 % (Rs. 0.50 /- per equity share of Rs. 10 each ) before evaluate and issue of bonus shares by the company. Further the Board of Directors recommends 5% , dividend ,ie Rs. 0.25 paisa per equity Share of Rupees Five each, as final dividend on the equity shares of the company for the year ended March 31, 2014 and such Dividend shall be payable subject to approval of the Members of the Company. The outflow on account of Dividend, and the tax on such dividend distribution, based on current paid-up capital of the Company would aggregate to Rs. 226.86 million, resulting in a payout of 43.70% of the profits of the Company on a standalone basis.

SHARE CAPITAL

During the year under review, your Company on the occasion of completion of 20 years of broadcasting business, with the approval of the shareholders at the EGM, the authiorised capital of the company was increased from 15 crores to 30 cores and reclassified the face value of the equity shares from rupees ten fully paid up to rupees five fully paid up and had allotted 25956672 equity shares at the rate of 1:1 as fully paid up Bonus Shares. The said Bonus Shares were listed and admitted for trading in BSE Limited and National Stock Exchange of India Limited on 29th March 2014. The Company has not issued any shares except Bonus Shares or any other security including DR/GDR/FCCB/Warrants during the year 2013-2014.

BUSINESS OUTLOOK

In Calendar Year 2013, the Indian Media & Entertainment (M&E) industry registered growth of approximately 12 per cent, according to the FICCI-KPMG report 2014. Overall growth remained muted, largely caused by the slowdown of the Indian economy.

Your Company maintained the growth rate in Financial Year 2014 though the year gone by witnessed a muted growth in the Indian economy which had an impact on the overall television advertising spends recording low double digit growth, that too in spite of low GDP. Financial Year 2014 being the landmark year for the television industry in many ways, witnessed implementation of 12 minute advertising cap by majority of the broadcasters, change in television measurement metric from GRPs to TVTs, formation of a joint industry body Broadcast Audience Research Council (BARC), for nationwide audience research, implementation of second phase of digitisation which is a positive development to boost subscription revenues and the latest TRAI tariff order, which permitted a positive fillip to the subscription revenues. Digitization of cable saw progress of Television industry moving in the right direction, with the mandatory Digital Access System (DAS) rollout almost complete in Phase II cities. The impact was felt to the extent that carriage fees saw a reduction of 15-20 per cent overall, however the anticipated increase in ARPUs and subscription revenues for broadcasters and MSOs (Multi System Operators) is expected to be realized only over the next 2-3 years.

FUTURE PROJECTS

The main objective of the Company''s business plan is to reach each and every household across the World. The digital drive led by the exponential growth of DTH has been an outstanding feature over the last few years. With the focus shifting towards addressable infrastructure there will be a speeding up of digitization in India going forward. So, the Company is reaching out various multiple distribution platforms like, DTH, digital cable, OTT TECHNOLOGY , DAS, mobile TV etc to increase its overall reach which will result in adding more as subscription revenue. The Company''s Channels are now available in all the major DTH platforms in India. During the year under review, Company focused on achieving the expansion of our channel base in new regional markets and started the operation of its News Channel ''RAJ NEWS KANNADA'', with this confidence and brand reach, we plan to increase our offering in Telugu, Malayalam and Hindi Languages.

Your company expects good potential for revenue generation in the coming years, by exploring the hidden assets-movie rights by way of digitization in various languages & dubbing. In case of subscription revenues, the DTH ARPUs have shown a positive trend. While digitisation has brought multiple niche channels for the viewers, it hasn''t resulted in a dramatic shift in the viewing preferences. GECs have maintained the same share of viewing over the niche channels. The growth trend for subscription revenues largely depends on the roll out of the Phase III and IV of digitization. The timely roll out of these phases will certainly benefit the industry. The company had already initiated various developments especially in the web based platforms such as Google, internet, Android and Apple kind mobile applications, and the company started its own Website for exploring the new avenues of content distribution as ''rajtv.tv'' , and this move will help in terms to view and archive the existing programs of the company.

STATUTORY INFORMATION

During the year, the Company has neither invited nor accepted any deposit from the public or its employees.

The Company has complied with all the requirement of the listing agreement of BSE and NSE. The Company has also paid all the listing fees and there are no arrears till date.

Your Company is committed to maintain best corporate governance practices, the internal governance policies are well documented and the Company has put in place a formalised system of Corporate Governance setting out the structure, processes and practices of governance within the Company.The Company has implemented all the stipulations prescribed under the Clause 49 of the Listing Agreement. A report on Corporate Governance together with Auditors'' Certificate on compliance with the conditions of the said clause is provided as an annexure to this Report.

Your Company has at a unified and centralised level, put in place a Corporate Social Responsibility (CSR) policy which is based on a belief that a Business cannot succeed in a society that fails and therefore it is imperative for business houses, to invest in the future by taking part in Social building activities. During the year Your Company mission is to bring qualitative changes to the lives of the under privileged and deserving people of Tamil Nadu. As a part of the ongoing effort, Raj Television Network conduct s the event titled Mudhalvan Awards every year to encourage academic excellence.As part of the sincere effort to encourage academic excellence, Raj TV instituted Mudhalvan Awards in the year 1999. In pursuance of its commitment, Raj TV is conducting the Mudhalvan Awards for the 16th year in succession with Mudhalvan Awards 2014.During the year, Your Company honoured women achievers for excelling in their different fields such as medicine, education, fine arts and others on the occation of Woman''s Day.

Management''s Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India is presented in a separate Annexure to this report.

Accounting Standard (AS) 10 on ''Accounting for Fixed Assets'' permits the revaluation of fixed assets.

During the year, the fixed asset Land holding of the company was revalued, in order to reflect the true and fair presentaion of the value of the asset in the financial statements and theres are no material changes in the financial statements due to the revaluation of land and the increase in Net Book Value arising on revaluation of Land to the extent of Rs.442,045,618/- was credited to Revaluation Reserve. The details are :-

Details of Property Revaluation

Property details Existing Value Revalued Value Break up- Rs Rs Land Rs

01 Property in the name of the company, situated at DoorNo.32,Poes Road No TVo/13, Poes Road N No 2 53/1 Po & es Roa Poes Road ,11,55,33,547 55,75,79,165 55,75,79,165 No.12/51, Poes Road and No. 10/52, Poes Road

Revaluation reserve Created: Rs. 44,20,45,618/- in the financial statements

As per the provisions of Companies Act, 2013, Independent Directors are required to be appointed for a term of maximum of 5 (five) consequent years and Independent Directors shall not be liable to retire by rotation. Accordingly, independent directors of your company Mr. D R Kaarthikeyan, Mr, A Arjuna Pai, Mr, R Rajagopalan and Mr Mohan Kameswaran , who were arlier appointed as Independent Directors, liable to retire by rotation and retiring at the ensuing AGM , and being eligible offer themselves for reappointment as per the terms of his earlier appointment, is proposed to be appointed as an Independent Director liable to retire by rotation.Your Board recommends the said appointment.Brief resume and details of Directors proposed to be appointed / re-appointed at the ensuing Annual General Meeting are included in the Annual Report. Your Board recommends their reelection.

The Statutory Auditors M/s Pratapkaran Paul & Co, Chartered Accountants, Chennai , having Firm Registration (ICAI Registration No.002777S) , holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment. Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of the opinion that continuation of M/s Pratapkaran Paul & Co, Chartered Accountants, Chennai as Statutory Auditors during FY 2014-15 will be in the best interests of the Company and therefore, Members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till next Annual General Meeting at remuneration as may be decided by the Board.

The Auditor''s Report to the members does not contain any qualification or adverse remarks on the financial reporting and disclosure of the Company (except on revaluation of land).

REPLY TO THE AUDITOR''S REMARKS :

This is with regard to the audit remarks made by the statutory Auditor of the Company in their Report.Your Directors would like to inform that during the year, the fixed asset Land holding of the company was revalued, in order to reflect the true and fair presentaion of the value of the asset in the financial statements and theres are no material changes in the financial statements due to the revaluation of land.

The Notes to Accounts forming part of the financial statements are self-explanatory and need no further explanation.

Pursuant to the Cost Audit Order as notified by the Ministry of Corporate Affairs (Cost Audit Branch) vide circular dated May 2, 2011 read with Cost Accounting Records (Telecommunication Industry) Rules 2011 as notified by the Ministry of Corporate Affairs (MCA) vide GSR 869(E) dated December 7, 2011, the Company has appointed, Mrs . Subhashini, Practicing Cost Accountant as the Cost Auditor of the Company for the financial year 2013-14 for conducting the audit of the Cost Records of the Company.

Your Company is into the business of Broadcasting of General Entertainment Television Channels. Since this business does not involve any manufacturing activity, most of the Information required to be provided under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable. Your Company, being a service provider, requires minimal energy consumption and every endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

In its endeavor to deliver the best to its viewers and business partners, your Company is constantly active in harnessing and tapping the latest and best technology in the industry.

Particulars of foreign currency earnings and outgo during the year are given in Notes 2.10 to the Accounts forming part of the Annual Accounts.

Your Company had 515 employees as of March 31, 2014 as against 313 employees as of March 31, 2013 and your company provided additional employment opportunity to 202 people and empowered the human resource assets during the year. The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended requires your company to disclose the particulars of employees who are in receipt of remuneration of Rs. 60 lakhs or more per annum and those who were in receipt of remuneration of Rs. 5 lakhs or mores per month. However, during the financial year under review, company does not come under the purview of the above said compliance.

The Managing Director and other whole time Directors along with their spouse and dependent children constituting promoters and Promoter group hold more than two percent of the equity share of the Company in their individual capacity. Independent Directors do not hold any share in the Company.

As required under SEBI (Substantial Acquisition and Take over) Regulation,1997, the Promoters, promoter group and the Persons acting in concert representing Promoters and promoter Group have pledged sahres to the tune of 5,00,000 shares during the financial year.

As required under Clause 5A of the Listing Agreement, 2 shareholders and 464 numbers of outstanding shares are lying in the suspense account at the beginning and end of the year. The Company has not been approached by any of these shareholders. The voting rights on the shares outstanding in the suspense account as on March 31, 2014 shall remain frozen till the rightful owner of such shares claims the shares. In compliance with the said requirements, these shares will be transferred into one folio in the name of ''Unclaimed Suspense Account'' in due course.

Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company and its subsidiaries across the world at all levels that has contributed to your Company''s success and remain in the forefront of media and entertainment business.

Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments / regulatory authorities viz. the Ministry of Information & Broadcasting, the Department of Telecommunication, Ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India, the Stock Exchanges and Depositories and other stakeholders including viewers, producers, vendors, financial institutions, banks, investors and service providers.

For and on behalf of the Board of Directors

Raajhendhran M M Rajartahinam Place: Chennai Managing Director Director & CEO. , Date: July 29th , 2014

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Mar 31, 2013

Dear Members

The Directors take pleasure in presenting the 19th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS:

The Financial Performance of your Company for the year ended March 31, 2013 is summarized below:

For the year ended (Rs. in Lacs) Particulars 31st March 2013 31st March 2012

Total Income 6827.13 5474.35

Total Expenses 5861.45 4488.64

Operating Profit (EBIDTA) 1720.59 1502.78

Profit after Depreciation and financial charge 965.68 985.71

Profit Before tax 965.68 985.71

Provision for Taxation (net) 37.06 64.40

Profit after Tax 928.62 921.31

Add: Balance brought forward 2396.26 1717.92

Amount available for appropriations 3324.88 2639.23

Appropriations:

Dividend 129.78 129.78

Tax on Dividend 21.05 21.05

General Reserve 92.86 92.13

Balance carried forward 3081.18 2396.26

OPERATIONS REVIEW:

The Company achieved revenue of Rs. 6827.13 Lakhs as against Rs. 5474.35 lakhs in the previous year. Net profit after tax stood at Rs. 928.62 lakhs as compared to Net Profit after tax of Rs. 921.31 Lakhs in the previous year.

DIVIDEND:

In view of the better performance made in the current year, the Board of Directors recommend 10%, dividend, i.e. Re. 1 per equity Share of Rupees Ten each, on the equity shares of the company for the year ended March 31,2013 and such Dividend shall be payable subject to approval of the Members of the Company. The outflow on account of Dividend, and the tax on such dividend distribution, based on current paid-up capital of the Company would aggregate to Rs. 150.83 lacs, resulting in a payout of 16.24% of the Net Profit of the Company on a standalone basis.

SHARE CAPITAL:

The Company has not issued any shares or any other security including ADR/GDR/FCCB/Warrants/ Bonds during the year.

BUSINESS OUTLOOK:

Indian television industry has witnessed the introduction of the much awaited cable digitization in 2012. Despite initial obstacles, Phase I of digitisation in the four metros has been rolled out smoothly resulting in the much needed transparency in the industry. Currently, the Phase II of digitisation is being implemented in 38 more cities across the country. These efforts have translated into enhanced subscription revenues for broadcasters and make them less dependent on advertising and drive higher value creation. Broadcasters will be relieved from paying huge sums as carriage fee, thereby increas- ing profitability and enabling them to focus on better content creation. At the same time, subscription revenues will increase for broadcasters and make them less dependent on advertising and drive higher value creation. Niche and specialist channels will now be able to launch and grow since the shortage of bandwidth created by analogue cable systems no longer hold true. With the process of digitaliza- tion made compulsory at Metro cities and the Industry watchers believe that the same shall be made compulsory to all major cities gradually which shall happen around 3 or 4 years, in this backdrop the company believes that the customers shall become tech savy and our production standards need to be changed to optimize the maximum utility of the digitalization initiated by the Government.

The company had already initiated various developments especially in the web based platforms such as google, internet, Android and Apple kind mobile applications, and the company started its own Website for exploring the new avenues of content distribution as ''rajtv.tv'', and this move will help in terms to view and achieve the existing programmers of the company.

Future Projects:

The main objective of the Company''s business plan is to reach each and every household across the World. The digital drive led by the exponential growth of DTH has been an outstanding feature over the last few years. With the focus shifting towards addressable infrastructure there will be a speeding up of digitization in India going forward. So, the Company is reaching out various multiple distribution platforms like, DTH, digital cable, IPTV, CAS, mobile TV etc to increase its overall reach which will result in adding more as subscription revenue. The Company''s Channels are now available in all the major DTH platforms in India. During the year under review, Company focused on achieving the expan- sion of our channel base in new regional markets with the success of ''RAJ MUSIC KANNADA'' your 24x7 Kannada Music channel launched in the previous year, with this confidence and brand reach, we plan to increase our offering in Kannda with a 24x7 -Kannada News Channel and a Movie Channel with a mass appeal and also, geared up to re-launch three Telugu Channels covering different Genres during the financial year 2013-14. The company expects good potential for revenue generation in the coming years, by exploring the hidden assets-movie rights by way of digitization in various languages & dubbing. The company already started digitisiation of the movie libraries and reproduction of old master piece movies in Digital Platforms/3D and as already announced by the company, the com- pany is started to remake the old master piece Movie titled VEERA PANDIYA KATTABOMMAN in digitasl 3D format, out of our movie collection.

The company is very confident that the project of digitalization of old Tamil masterpiece movies, will argument good business and company received good response from the first movie release'' KARNAN'' in terms of viewer ship and revenue.

Further the company wants to consolidate its position in the Southern Regional TV Channel markets and the company felt that the Andhra Pradesh Market is having good potential in terms of viewer ship and revenue and the company had identified M/s Vissa Television Network Limited, Chennai which had one decade presence in Telugu TV Channel Market and had created its niche market share in the region of Andhra Pradesh, to merge/amalgamate the said company with our company and the board of directors are working on the modalities of the same.

STATUTORY INFORMATION AND DISCLOSURES

Public Deposits:

During the year, the Company has neither invited nor accepted any deposit from the public or its employees.

Listing Agreement:

The Company has complied with all the requirement of the listing agreement of BSE and NSE. The Company has also paid all the listing fees and there are no arrears till date

Corporate Governance:

The Company has implemented all the stipulations prescribed under the Clause 49 of the Listing Agreement. A report on Corporate Governance together with Auditors'' Certificate on compliance with the conditions of the said clause is provided as an annexure to this Report.

Corporate Social Responsibility

Your Company has at a unified and centralised level, put in place a Corporate Social Responsibility (CSR) policy which is based on a belief that a Business cannot succeed in a society that fails and therefore it is imperative for business houses, to invest in the future by taking part in Social building activities. During the year your Company mission is to bring qualitative changes to the lives of the under privileged and deserving people of Tamil Nadu. As a part of the ongoing effort, Raj Television Network conduct s the event titled ''Mudhalvan'' Awards every year to encourage academic excellence. In pursuance of its commitment, Raj TV is conducting the ''Mudhalvan''Awards for the 15th year in succession with ''Mudhalvan''Awards 2013.

For the second consecutive year, Your Company honoured six women achievers for excelling in their respective fields on March 7. Women achievers from different fields such as medicine, education, fine arts and others were honoured.

In association with your Company The First Company Secretaries Benevolent Fund (CSBF) Musical Nite was organized by the ICSI-SIRC on Sunday the 11th November 2012 at Kamarajar Arangam, Chennai. This programme was organized and the proceeds of this program were used as donation to the Company Secretaries Benevolent Corpus Fund.

Management''s Discussion and Analysis Report:

Management''s Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India is presented in a separate Annexure to this report.

Directors:

In accordance with the Articles of Association of the Company, Sri. M Ravindran & Sri. R.Rajagopalan Directors of the Company retire at the ensuing Annual General Meeting and being eligible offer them- selves for reappointment. Your Board recommends their reelection.

Auditors:

M/s Pratapkaran Paul & Co, Chartered Accountants. Chennai, Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and have confirmed that their appointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act. 1956. The Board recommends their reappointment.

The Auditor''s Report to the members does not contain any qualification or adverse remarks on the financial reporting and disclosure of the Company. The Notes to Accounts forming part of the financial statements are self-explanatory and need no further explanation.

Pursuant to the Cost Audit Order as notified by the Ministry of Corporate Affairs (Cost Audit Branch) vide circular dated May 2, 2011 read with Cost Accounting Records (Telecommunication Industry) Rules 2011 as notified by the Ministry of Corporate Affairs (MCA) vide GSR 869(E) dated December 7, 2011, the Company has appointed, Mrs Subhashini, Practicing Cost Accountant as the Cost Auditor of the Company for the financial year 2012-13 for conducting the audit of the Cost Records of the Company.

Conservation of energy, technology absorption and Foreign exchange earnings and outgo

Your Company is into the business of Broadcasting of General Entertainment Television Channels. Since this business does not involve any manufacturing activity, most of the Information required to be provided under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable.

Your Company, being a service provider, requires minimal energy consumption and every endeavor is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption

In its endeavor to deliver the best to its viewers and business partners, your Company is constantly active in harnessing and tapping the latest and best technology in the industry.

Foreign Exchange Earnings and Outgo

Particulars of foreign currency earnings and outgo during the year are given in Notes to the Accounts forming part of the Annual Accounts.

Earnings in Foreign Exchange for the year ended 31-3-2013 Rs. 36,873,116. (Previous year Rs. 25,491,590) and Expenditure in Foreign Exchange for the year ended 31-3-2013 Rs. 94,533,434. (Previous year Rs. 49,012,154)

PARTICULARS OF EMPLOYEES

Your Company had 313 employees as of March 31,2013 as against 291 employees as of March 31, 2012 and your company provided additional employment opportunity to 22 people and empowered the human resource assets during the year. The information required under Section 217(2A) of the Com- panies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended requires your company to disclose the particulars of employees who are in receipt of remuneration of Rs. 60 lakhs or more per annum and those who were in receipt of remuneration of Rs. 5 lakhs or mores per month. However, during the financial year under review, company does not come under the purview of the above said compliance.

Shareholding of Directors/Promoters and Promoter group:

The Managing Director and other whole time Directors along with their spouse and dependent children constituting promoters and Promoter group hold more than two percent of the equity share of the Company in their individual capacity. Independent Directors do not hold any share in the Company.

Pledging of the Shares by the Promoters:

As required under SEBI (Substantial Acquisition and Take over) Regulation,1997, the Promoters, promoter group and the Persons acting in concert representing Promoters and promoter Group have not pledged any shares during the financial year.

Shares in Suspense Accounts:

As required under Clause 5A of the Listing Agreement, 2 shareholders and 116 numbers of outstand- ing shares are lying in the suspense account at the beginning and end of the year. The Company has not been approached by any of these shareholders. The voting rights on the shares outstanding in the suspense account as on March 31, 2013 shall remain frozen till the rightful owner of such shares claims the shares. In compliance with the said requirements, these shares will be transferred into one folio in the name of ''Unclaimed Suspense Account'' in due course.

RESPONSIBILITY STATEMENT ''

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, in relation to the Annual Financial Statements for the Financial Year 2012:2013, your Directors confirm the following:

a) The Financial Statements comprising of the Balance Sheet as at March 31, 2013 and the Statement of Profit & Loss for the year ended on that date have been prepared in the revised format of Schedule VI of Companies Act, 1956 on a going concern and on the accrual basis and in the preparation of these Financial Statements, applicable accounting standards have been followed and there are no material departures;

b) Accounting policies selected were applied consistently and the judgements and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31,2013 and of the profit of the Company for the year ended on that date; and

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

d) Directors had prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Employees are our vital and most valuable assets. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribu- tion made by employees of the Company all levels that has contributed to your Company''s success and remain in the forefront of media and entertainment business. Your Directors thank and express their gratitude for the support and co-operation received from the Central and State Governments / regulatory authorities viz. the Ministry of Information & Broadcasting, the Department of Telecommu- nication, Ministry of Corporate Affairs, Reserve Bank of India, Securities and Exchange Board of India, , the Stock Exchanges and Depositories and other stakeholders including viewers, producers, ven- dors, financial institutions, banks, investors and service providers.

For and on behalf of the Board of Directors

Raajhendhran M M Rajartahinam,

Managing Director & CEO Director

Place : Chennai

Date : 31-07-2013

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Mar 31, 2012

The Directors take pleasure in presenting the 18th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2012.

Financial Results:

The Financial Performance of your Company for the year ended March 31, 2012 is summarized below:

For the year ended

Particulars 31st March 2012 31st March 2011

Total Income 5474.35 4509.53

Total Expenses 4488.64 5105.72

Operating Profit/ (Loss) (EBIDTA) 1502.78 (596.19)

Profit/(Loss) after Depreciation and financial charge 985.71 (996.84)

Prior Period Adjustment - 5.29

Profit/(Loss) Before tax 985.71 (1002.12)

Provision for Taxation (net) 64.40 (20.77)

Profit/(Loss) after Tax 921.31 (981.35)

Add: Balance brought forward 1717.92 2699.27

Amount available for appropriations 2639.23 1717.92 Appropriations:

Dividend 129.78

Tax on Dividend 21.05

General Reserve 92.13

Balance carried forward 2396.26 1717.92

Operations Review:

The Company achieved revenue of Rs. 5474.35 Lakhs as against Rs. 4509.53 lakhs in the previous year. Net profit after tax stood at Rs. 921.31 lakhs as compared to Loss after tax of Rs. 981.35 Lakhs in the previous year. The loss in the previous year was on account of low transaction volumes coupled with expenditure of exceptional nature, amounting to Rs.1629 Lakhs.

Dividend:

In view of the better performance made in the current year, the Board of Directors recommends 10% dividend on the equity shares of the company for the year ended March 31, 2012 and such Dividend shall be payable subject to approval of the Members of the Company.

Share Capital:

The Company has not issued any shares or any other security including DR/GDR/FCCB/Warrants/ Bonds during the year.

Business Outlook:

Your Company, besides providing high quality and innovative content, continues to build its media assets and in the process continues to create value for the shareholders even in a year that was marked by sharp slowdown in the economy and witnessed quite a few consolidation moves within the industry. With the process of digitalization made compulsory at Metro cities and the Industry watchers believe that the same shall be made compulsory to all major cities gradually which shall happen around 3 or 4 years, in this backdrop the company believes that the customers shall become tech saving and our production standards need to be changed to optimize the maximum utility of the digitalization initiated by the Government. The company had already initiated various developments especially in the web based platforms such as Google, internet, Android and Apple kind mobile applications. The company had already employed suitable high-class technicians, High Tech storage and monitoring equipments with a view to 100% digitalization of vast libraries of the company. The company strongly believes that the efforts taken by the company shall ensure real time accessibility to the content library/archived contents to the wide spread viewers across the globe. The company expects equal kind of revenue share from the digitized environment imitativeness at par with the present revenue streams.

The main objective of the Company's business plan is to reach each and every household across the World. The digital drive led by the exponential growth of DTH has been an outstanding feature over the last few years making it possible for C&S to reach 80% of TV households in India. With the focus shifting towards addressable infrastructure there will be a speeding up of digitization in India going forward. So, the Company is reaching out various multiple distribution platforms like, DTH, digital cable, IPTV, CAS, mobile TV etc to increase its overall reach which will result in adding more as subscription revenue. The Company's Channels are now available in all the major DTH platforms in India. During the year under review, Company focused on achieving the expansion of our channel base in new regional markets with the success of RAJ MUSIC KANNADA your 24x7 Kannada Music channel launched in the previous year, with this confidence and brand reach, we plan to increase our offering in Telugu with a 24x7 full length Entertainment with a mass appeal and also, geared up to re- launch three Telugu Channels covering different Genres.

Future Projects:

The Company is continuously making efforts to entertain the viewers with good programs and quality contents. The Company always experiments on the viewer's demand and choice and designs its contents and programs in the viewer's perspective. The Company proposes to start new movie channels in various languages starting with Kannada Language. With so much competition from media industry, viewers are slowly getting used to "Appointment Viewing". As part of future projection and strategy, to capitalize on this changed viewership strategy, the Company will cater to the audience of all sectors in terms of content in future. This will give the Company a place in the minds of people leading to numbers in 'TAM' ratings and increase fund flow from the operations.

The company already started digitization of the movie libraries and reproduction of old master piece movies in Digital Platforms/3D and as already announced by the company, the company is proposing to remake the old master piece Movie titled Veera Pandiya Kattabomman in Digital 3d format, out of our movie collection.

The company is very confident that the project of digitalization of old Tamil masterpiece movies, will argument good business and company received good response from the first movie release 'KARNAN' in terms of viewer ship and revenue.

The company expects good potential for revenue generation in the coming years, by exploring the hidden assets-movie rights by way of digitization in various languages & dubbing.

Further the company has already entered an agreement with Tamilnadu Government Cable Network- 'Arasu Cable' and by the said Agreement, the company ensured 100% connectivity in the distribution segment throughout Tamil Nadu State. The company expects additional subscription revenue from the pay channel segment out of this deal.

Further the company wants to consolidate its position in the Southern Regional TV Channel markets and the company felt that the Andhra Pradesh Market is having good potential in terms of viewer ship and revenue and the company had identified M/s Vissa Television Network Limited, Chennai which had one decade presence in Telugu TV Channel Market and had created its niche market share in the region of Andhra Pradesh, to merge/amalgamate the said company with our company and the board of directors are working on the modalities of the same.

STATUTORY INFORMATION AND DISCLOSURES

Public Deposits:

During the year, the Company has neither invited nor accepted any deposit from the public or its employees.

Listing Agreement:

The Company has complied with all the requirement of the listing agreement of BSE and NSE. The Company has also paid all the listing fees and there are no arrears till date.

Corporate Governance:

The Company has implemented all the stipulations prescribed under the Clause 49 of the Listing Agreement. A report on Corporate Governance together with Auditors' Certificate on compliance with the conditions of the said clause is provided as an annexure to this Report.

Management's Discussion and Analysis Report:

Management's Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India is presented in a separate Annexure to this report.

Directors:

In accordance with the Articles of Association of the Company, Shri. D.R Karthikeyan and Shri. Rajarathinam Directors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Your Board recommends their reelection.

Auditors:

M/s Pratapkaran Paul & Co, Chartered Accountants, Chennai, Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment and have confirmed that their appointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. The Board recommends their reappointment.

The Auditor's Report to the members does not contain any qualification or adverse remarks on the financial reporting and disclosure of the Company. The Notes to Accounts forming part of the financial statements are self-explanatory and need no further explanation.

DIRECTOR'S RESPONSIBILITY STATEMENT FOR THE YEAR 2011-12

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, in relation to the Annual Financial Statements for the Financial Year 2011-2012 your Directors confirm.:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that 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 period;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 19576 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis. Shareholding of Directors/Promoters and Promoter group:

The Managing Director and other whole time Directors along with their spouse and dependent children constituting promoters and Promoter group hold more than two percent of the equity share of the Company in their individual capacity. Independent Directors do not hold any share in the Company.

Pledging of the Shares by the Promoters:

As required under SEBI (Substantial Acquisition and Take over) Regulation,1997, the Promoters, promoter group and the Persons acting in concert representing Promoters and promoter Group have not pledged any shares during the financial year.

Shares in Suspense Accounts:

As required under Clause 5A of the Listing Agreement, 2 shareholders and 116 numbers of outstanding shares are lying in the suspense account at the beginning and end of the year. The Company has not been approached by any of these shareholders. The voting rights on the shares outstanding in the suspense account as on March 31, 2012 shall remain frozen till the rightful owner of such shares claims the shares. In compliance with the said requirements, these shares will be transferred into one folio in the name of 'Unclaimed Suspense Account' in due course.

Conservation of energy, Technology absorption, foreign exchange earnings and outgo:

Information required to be provided under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in relation to Conservation of Energy and Technology Absorption is currently not applicable to the Company.

Particulars of foreign currency earnings and outgo during the year are given elsewhere in the Notes to the Accounts forming part of the Annual Accounts:

(In Rupees)

Particulars

Year 2012 Year 2011

Foreign Exchange Earning 2,54,91,590 23,888,610

Foreign Exchange Outgo 4,90,12,154 56,83,104

Disclosure of information under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975:

Your Company had 291 employees as of March 31, 2012 Company provided additional employment opportunity to 58 numbers and empowered the Human resource assets during the year. In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees, who are in receipt of remuneration of Rs. 60 lakhs or more per annum and those who were in receipt of remuneration of Rs. 5 lakhs or more per month, are required to be set out in the annexure to the directors' report. However, during the financial year under review, company does not come under the purview of the above said compliance.

Acknowledgements:

Your Directors take this opportunity to place on record their sincere appreciation to the Central and State Governments - mainly the Ministry of Information and Broadcasting and the Department of Telecommunication and other stakeholders including viewers, producers, vendors, financial institutions, bankers, service providers as well as other regulatory and governmental authorities. Your Directors also appreciate and place on record the devoted and efficient service rendered by the employees of the Company. It also thanks its investors for reposing faith on the Company.

On behalf of the Board of Directors

Raajhendhran M Chairman

Dated: 30th April 2012

Regd. Office:

32, Poes Road,

IInd St, Teynampet,

Chennai-600 018

---

Mar 31, 2011

Dear Members

The Directors take pleasure in presenting the Seventeenth Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2011.

Financial Results:

The Financial Performance of your Company for the year ended March 31, 2011 is summarized below:

Particulars For the year ended

31st March 31st March 2011 2010

Total Income 4509.53 4617.68

Total Expenses 5105.72 5854.54

Operating Profit / (Loss) (EBIDTA) (596.19) (1236.86)

Profit / (Loss) after Depreciation and financial charge (996.84) (1621.57)

Prior Period Adjustment 5.29 2.12

Profit / (Loss) Before tax (1002.12) (1623.69)

Provision for Taxation (net) (20.77) (46.12)

Profit / (Loss) after Tax (981.35) (1577.58)

Operations Review:

The Company achieved revenue of Rs. 4509.53 Lakhs as against Rs.4617.68 lakhs in the previous year. Net loss after tax stood at Rs. 981.35 lakhs as compared to Loss after tax of Rs.1577.58 Lakhs in the previous year. The loss in current year was on account of low transaction volumes coupled with expenditure of exceptional nature, amounting to Rs.1629 Lakhs.

Dividend:

In view of loss in the current year, the Board of Directors does not recommend any dividend for the year ended March 31, 2011.

Share Capital:

The Company has not issued any shares or any other security including DR/GDR/FCCB/Warrants/Bonds during the year.

Business Outlook:

The main objective of the Company's business plan is to reach each and every household across the World. The digital drive led by the exponential growth of DTH has been an outstanding feature over the last few years making it possible for C&S to reach 80% of TV households in India. With the focus shifting towards addressable infrastructure there will be a speeding up of digitization in India going forward. So, the Company is reaching out various multiple distribution platforms like, DTH, digital cable, IPTV, CAS, mobile TV etc to increase its overall reach which will result in adding more as subscription revenue. The Company's Channels are now available in all the major DTH platforms in India.

The Company has re-launched a 24 X 7 music Channel "RAJ MUSIC KARANATAKA" in Kannada language in financial year 2010-11 to make its presence in Kannada entertainment media. The channel would be primarily regional with mixed flavor of Kannada film music and classical or Kannada pop music added by western style which will be of its first kind in Kannada market. The Company is also in the line of launching few more channels in Kannada Language. We are also focusing on building scale across the media value chain and exploring cross-media synergies.

Future Projects:

The Company is continuously making efforts to entertain the viewers with good programs and quality contents. The Company always experiments on the viewer's demand and choice and designs its contents and programs in the viewer's perspective. The Company proposes to start new movie channels in various languages starting with Kannada Language. With so much competition from media industry, viewers are slowly getting used to "Appointment Viewing". As part of future projection and strategy, to capitalise on this changed viewership strategy, the Company will cater to the audience of all sectors in terms of content in future. This will give the Company a place in the minds of people leading to numbers in 'TAM' ratings and increase fund flow from the operations.

STATUTORY INFORMATION AND DISCLOSURES Public Deposits:

During the year, the Company has neither invited nor accepted any deposit from the public or its employees.

Listing Agreement:

The Company has complied with all the requirement of the listing agreement of BSE and NSE. The Company has also paid all the listing fees and there is no arrear till date.

Corporate Governance:

The Company has implemented all the stipulations prescribed under the clause 49 of the Listing Agreement. A report on Corporate Governance together with Auditors' Certificate on compliance with the conditions of the said clause is provided as an annexure to this Report.

Management's Discussion and Analysis Report:

Management's Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing Agreement with the Stock Exchange in India is presented in a separate Annexure to this report.

Directors:

In accordance with the Articles of Association of the Company, Shri. Mohan Kameswaran and Shri. A. Arjuna Pai , Directors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Your Board recommends their reelection.

In accordance with the Articles of Association of the Company, Mr. M. Raajhendhran , Mr. M. Rajarathinam , Mr. M. Ravindran Mr. M. Reghunathan are the promoters of the company and respectively they are appointed as Mr. M. Raajhendhran (Managing Director), Mr. M. Rajarathinam (Director-Distribution),Mr. M. Ravindran (Director- Operation) & Mr. M. Reghunathan (Director- Marketing) since the date of incorporation and being reappointed on First April 2006 and their five years terms of office was up to 31st March 2011.The approval of the members are sought for the reappointment of them Mr. M. Raajhendhran (Managing Director), Mr. M. Rajarathinam (Director-Distribution),Mr. M. Ravindran (Director- Operation) & Mr. M. Reghunathan (Director- Marketing).

Auditors:

M/s Pratapkaran Paul & Co, Chartered Accountants, Chennai, Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment and have confirmed that their appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act,1956. The Board recommends their reappointment.The Auditor's Report to the members does not contain any qualification or adverse remarks on the financial reporting and disclosure of the Company. The Notes to Accounts forming part of the financial statements are self-explanatory and need no further explanation.

Shareholding of Directors/Promoters and Promoter group:

The Managing Director and other whole time Directors along with their spouse and dependent children constituting promoters and Promoter group hold more than two percent of the equity share of the Company in their individual capacity. Independent Directors do not hold any share in the Company.

Pledging of the Shares by the Promoters:

As required under SEBI (Substantial Acquisition and Take over ) Regulation,1997, the Promoters, promoter group and the Persons acting in concert representing Promoters and promoter Group have not pledged any shares during the financial year.

Shares in Suspense Accounts:

As required under Clause 5A of the Listing Agreement, 2 shareholders and 116 numbers of outstanding shares are lying in the suspense account at the beginning and end of the year. The Company has not been approached by any of these shareholders.

Conservation of energy, Technology absorption, foreign exchange earnings and outgo:

Information required to be provided under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in relation to Conservation of Energy and Technology Absorption is currently not applicable to the Company.

Particulars of foreign currency earnings and outgo during the year are given elsewhere in the Notes to the Accounts forming part of the Annual Accounts:

Particulars (In Rupees) Current Year Previous Year

Foreign Exchange Earning 23,888,610 21,062,700

Foreign Exchange Outgo 56,83,104 72,94,217

Disclosure of information under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975:

Your Company had 260 employees as of March 31, 2011. Company provided additional employment opportunity to 48 numbers and empowered the human resource assets during the year. In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees, who are in receipt of remuneration of Rs. 60 lakhs or more per annum and those who were in receipt of remuneration of Rs. 5 lakhs or more per month, are required to be set out in the annexure to the directors' report. However, during the financial year under review, company does not come under the purview of the above said compliance.

Acknowledgements:

Your Directors take this opportunity to place on record their sincere appreciation to the Central and State Governments – mainly the Ministry of Information and Broadcasting and the Department of Telecommunication and other stakeholders including viewers, producers, vendors, financial institutions, bankers, service providers as well as other regulatory and governmental authorities. Your Directors also appreciate and place on record the devoted and efficient service rendered by the employees of the Company. It also thanks its investors for reposing faith on the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT FOR THE YEAR 2010-11

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, in relation to the Annual Financial Statements for the Financial Year 2010-2011, your Directors confirm the following.:

a) The Financial Statements have been prepared on a going concern basis and on the accrual basis and in preparation of theses Financial Statements, applicable accounting standards have been followed and there are no material departures;

b) Accounting policies selected were applied consistently and the judgements and estimates related to the financial statements have been made on a prudent and reasonable basis , so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the Loss of the company for the year ended on that date ; and

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, to safe guard the assets of the Company and to prevent and detect fraud and other irregularities.

On behalf of the Board of Directors

Raajhendhran M Chairman

Date: 29th July, 2011 Regd. Office: 32, Poes Road, IInd St, Teynampet, Chennai-600 018

---

Mar 31, 2010

The Directors take pleasure in presenting the Sixteenth Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31,2010.

Financial Results:

The Financial Performance of your Company for the year ended March 31,2010 is summarized below:

For the year ended

Particulars 31st March 2010 31st March 2009

Total Income 4617.68 6225.66

Total Expenses 5854.54 5680.20

Operating Profit/(Loss) (EBIDTA) (1236.86) 545.46

Profit/ (Loss) after Depreciation and financial charge (1621.57) 164.55

Prior Period Adjustment 2.12 1.11

Profit/(Loss) Before tax (1623.69) 165.66

Provision for Taxation (net) (46.12) 74.30

Profit/(Loss) after Tax (1577.58) 91.36

Operations Review:

The Company achieved revenue of Rs. 4617.68 Lakhs as against Rs.6225.66 lakhs in the previous year. Net loss after tax stood at Rs. 1577.58 lakhs as compared to net profit after tax of Rs.91.36 Lakhs in the previous year. The performance of the Company is mainly affected due to decrease in subscription revenue and increasing overall expenses on account of expenditure of exceptional nature, amounting to Rs.2057.56 Lakhs.

Dividend:

In view of loss in the current year, the Board of Directors does not recommend any dividend for the year ended March 31,2010.

Share Capital:

The Company has not issued any shares or any other security including ADR/GDR/FCCB/Warrants/Bonds during the year.

Business Outlook:

The main objective of the Companys business plan is to reach each and every household across the World. So, the Company is reaching out various multiple distribution platforms like, DTH, digital cable, IPTV, CAS, mobile TV etc to increase its overall reach which will result in adding more as subscription revenue. The Companys Channels are now available in all the major DTH platforms in India.

Being a prominent player in southern India, the Company has launched a 24 X 7 music Channel "RAJ MUSIX Malayalam" in Malayalam language in financial year 2009-10 to make its presence in Malayalam entertainment. The channel would be primarily regional with mixed flavor of Malayalam film music and classical or Malayalam pop music added by western style which will be of its first kind in Malayalam market. The Company has earlier launched "RAJ MUSIX" and "RAJ NEWS 24X7" in the year 2008. The Company is also in the line of launching few more channels.

Future Projects:

The Company is continuously making efforts to entertain the viewers with good programs and quality contents. The Company always experiments on the viewers demand and choice and designs its contents and prograes in the viewers perspective. The Company shall look forward to give better and quality entertainment to strengthen its brand and popularity in future. With so much competition from media industry, viewers are slowly getting used to "Appointment Viewing". As part of future projection and strategy, to capitalise on this changed viewership strategy, the Company will cater to the audience of all sectors in terms of content in future. This will give the Company a place in the minds of people leading to numbers in TAM ratings and increase fund flow from the operations.

STATUTORY INFORMATION AND DISCLOSURES

Public Deposits:

During the year, the Company has neither invited nor accepted any deposit from the public or its employees.

Listing Agreement:

The Company has complied with all the requirement of the listing agreement of BSE and NSE. The Company has also paid all the listing fees and there are no arrears till date.

Corporate Governance:

The Company has implemented all the stipulations prescribed under the Clause 49 of the Listing Agreement. A report on Corporate Governance together with Auditors Certificate on compliance with the conditions of the said clause is provided as an annexure to this Report.

Managements Discussion and Analysis Report:

Managements Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India is presented in a separate Annexure to this report.

Directors:

In accordance with the Articles of Association of the Company, Shri. R.Rajagopalan, Shri. M.Ravindran and Shri M.Raghunathan, Directors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Your Board recommends their reelection.

Auditors:

M/s Pratapkaran Paul & Co, Chartered Accountants, Chennai, Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and have confirmed that their appointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956. The Board recommends their reappointment.

The Auditors Report to the members does not contain any qualification or adverse remarks on the financial reporting and disclosure of the Company. The Notes to Accounts forming part of the financial statements are self-explanatory and need no further explanation.

Shareholding of Directors/Promoters and Promoter group:

The Managing Director and other whole time Directors along with their spouse and dependent children constituting promoters and Promoter group hold more than two percent of the equity share of the Company in their individual capacity. Independent Directors do not hold any share in the Company.

Pledging of the Shares by the Promoters:

As required under SEBI (Substantial Acquisition and Take over) Regulation, 1997, the Promoters, promoter group and the Persons acting in concert representing Promoters and promoter Group have not pledged any shares during the financial year.

Shares in Suspense Accounts:

As required under Clause 5A of the Listing Agreement, 2 shareholders and 116 numbers of outstanding shares are lying in the suspense account at the beginning and end of the year. The Company has not been approached by any of these shareholders.

Conservation of energy, Technology absorption, foreign exchange earnings and outgo:

Information required to be provided under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 in relation to Conservation of Energy and Technology Absorption is currently not applicable to the Company.

Particulars of foreign currency earnings and outgo during the year are given elsewhere in the Notes to the Accounts forming part of the Annual Accounts:

(In Rupees)

Particulars Current Year Previous Year

Foreign Exchange Earning 2,10,62,700 1,43,61,654

Foreign Exchange Outgo 72,94,217 1,09,60,693

Disclosure of information under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975:

During the year under review, following persons were drawing remuneration in excess of Rs. 24,00,000/- per annum, if employed through out the year or drawing remuneration in excess of Rs.2,00,000/- per month, if remunerated for the part of the year.

Total

Previous

Name Designation Age Qualification Experience Remuneration Employer

(in Rs.)

Mr. M. Raajhendhran Chairman and 60 Graduate 31 years 30.00 lakhs -

Managing Director

Mr.M. Rajarathnam Whole Time Director 55 Graduate 26 years 30.00 lakhs -

Mr. M. Ravindran Whole Time Director 51 Graduate 21 years 30.00 lakhs -

Mr.M. Raghunathan Whole Time Director 47 Graduate 18 years 30.00 lakhs -

Acknowledgements:

Your Directors take this opportunity to place on record their sincere appreciation to the Central and State Governments - mainly the Ministry of Information and Broadcasting and the Department of Telecommunication and other stakeholders including viewers, producers, vendors, financial institutions, bankers, service providers as well as other regulatory and governmental authorities. Your Directors also appreciate and place on record the devoted and efficient service rendered by the employees of the Company. It also thanks its investors for reposing faith on the Company.

On behalf of the Board of Directors

Raajhendhran M

Chairman

Dated: 28th July 2010

Regd. Office:

32, Poes Road, llnd St,

Teynampet, Chennai-600018