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Sanraa Media Limited | Annual Report for the Financial Year 2009-10 0

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 1
ANNUAL REPORT
2009 – 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 2
Mr.G.SUNDARESAN Chairman
Mrs.UMA KARTHIKEYAN Executive Director
Mr.SUKUMAR SUBRAMANIAN Executive Director
Mr.RAJEEV AGARWAL Independent Director

BOARD OF Mr.K.RAJAGOPAL
Mr. VIJAY R VAKHARIA
Independent Director
Independent Director
DIRECTORS Mr. T.V.BALACHANDRAN Independent Director
Mr. R.SIVA SHANKARAN Independent Director

REGISTERED OFFICE PRODUCTION UNIT – BANGALORE AUDITORS


No.33/6, II Floor 146, 1st Cross, Poonam Complex M/s. R.RAVINDRAN & ASSOCIATES
B R Complex KHB Main Road, Chartered Accountants
CP Ramasamy Road Manorayana Palaya No.14, Asthalakshmi Street
Alwarpet, Chennai - 600 018 R T Nagar (P.O) Muthulakshmi Nagar, Chitlapakkam
Bangalore – 560032 Chennai – 600 064

DEVELOPMENT UNIT- CHENNAI


Block-A, Plot No.51/52, REGIONAL OFFICE - MUMBAI BANKERS
Developed Plots Estate, No.401, Telang Road, Canara Bank
Perungudi, Matunga,
Chennai - 600 096 Mumbai – 400 019

No.41-D, North Phase, REGISTRARS


Thiru. Vi Ka Industrial Estate GNSA INFOTECH (P) LTD
Ekkattuthangal GR Mansion, Ist Floor,
Chennai - 600 097 No.11, Srinivasan Road,
T Nagar, Chennai – 600 017

www.sanraamedia.com

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 3
CONTENTS
CONTENTS

S.NO PARTICULARS PAGE NO

1 Letter to Shareholders from the Board 6

2 Notice 9

3 Highlights of Performance 14

4 Management Discussion and Analysis 16

5 Directors’ Report 19

6 Report on Corporate Governance 24

7 Stand alone – Sanraa Media Ltd 37

8 Stand Alone – G4 Infocom PTE. Ltd 55

9 Stand Alone – Sanraa Global Green Energy Ltd 58

10 Details of Consolidated Financials 65

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 4
1. LETTER TO SHAREHOLDERS
FROM THE BOARD

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 5
1. LETTER TO SHAREHOLDERS
FROM THE
1. LETTER TO BOARDFROM THE BOARD
SHAREHOLDERS

Dear Shareholders,
It gives us immense pleasure in meeting you through this letter after completing yet another successful financial year.

Outlook for the Industry


Global Market Indian Market
The global animation market was estimated at USD 68 billion The animation and gaming industry have undergone a
in 2008 and is expected to grow at a CAGR of 10 percent to metamorphosis in the past two years the ride has been
reach USD 100 billion by 2012. The animation industry in eventful from the highs of 2006-07 where expectations were
India was estimated at USD 494 million in 2008 and is immense to the lows of end 2008 where the industry hit the
expected to grow at a CAGR of 22 percent to reach USD 1 brakes of the backdrop of global financial meltdown. In the
billion by 2012. The animation industry in India can be divided interim the animation and gaming industry has spread its
in to the following key segments Animation entertainment, influence across platforms, evolved business models and
Animation education, Custom content development and emerged as the prominent sunrise industry in the country.
multimedia/ web design & VFX In absolute terms, custom This report attempts to encapsulate the evolution of the
content development and multimedia/web design is the industry in the last two years, identifies the key growth drivers,
largest segment today, followed by animation entertainment, examines the challenges, provides recommendations to the
animation education and VFX. In 2012, custom content government and charts the road ahead.
development and multimedia/web design is expected to
remain the largest segment, followed by animation
entertainment, VFX and animation education.

Key trends
The significant changes which shaped the industry in the last few years were:

The shift from a pure off shoring services industry to the animation with end to end animation movies being
growth of domestic customer market. In gaming, the produced in India.
mobile and console segments contributed to domestic
consumption and animation entertainment segment Growth of sub sectors like custom content
took early steps towards domestic box office success. development where animation is used for education,
training and simulation purposes and also the console
The services market, on the back of successful project gaming market with the entry of global majors like Sony
deliveries moved up the value chain especially in and Microsoft.

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 6
Our Achievements
Sprucing up for a brighter future
You would be happy to note that during the year your company has under taken the following measures to take the operation of
the company to its pinnacle:

Your company hosted a press meet on 31st March Mr.T.V.Balachandran with rich experience as Senior
2010 to launch the Indian trailer of “THE 99” along Corporate Finance Manager and investment
with Dr.Naif Al Mutawa - CEO of Tashkeel Media professional for over 13 years; have been associated
Group, Kuwait, Mr. Andy Ward & Mr.Subniv Babuta – with transactions involving start-up projects, private
Executive Producers of Endemol UK. The chief guest companies and listed entities in the Middle East and
for the launch was the eminent person North Africa region and in India.
Mrs.Poongothai Aladi Aruna from the Ministry of IT,
Tamilnadu. Your company also rejuvenated the education division
in the name of “Sanraa Media Knowledge Centre” with
It was a proud moment for “THE 99” Super Heroes latest syllabus on 11th Aug 2010
when President Obama made as special mention
about “THE 99” in his speech at the President summit Your company has also issued bonus shares at 5:4
on entrepreneurship which took place on April` 26th ratio i.e. 5 fully paid-up equity share of Re. 1/- each for
and 27th 2010 at Washington DC. every 4 existing fully paid-up equity shares held by the
shareholders of the Company.
Your company have successfully delivered the
episodes for “THE 99” series-1, which had In order to expand the operations of the company in
appreciation from the clients and partners worldwide, the business Capital of India Mumbai we had set up a
we have also delivered the broadcast series of “IBN regional office at Mumbai on 16 th May 2010 to have an
BATTUTA”. easy access to Mumbai movie and entertainment
market.
In continuation to the successful launch and other
deliveries of series 1 of “THE 99”, we are on the verge Your company also participated in the “Tamil
of signing for the next 26 episodes as season 2 for conference” held at Coimbatore from 23rd to 27th of
“THE 99”. June 2010, and explored new business opportunities.

Your company’s board was strengthened with Your company has also signed an MOU with the
additional directors to drive the business more Malaysian client for a total value of 10 Million Dollars
efficiently, the Board was added with for a new Movie.
Mr.G.Sundaresan – Chairman with rich experience as
an entrepreneur, Mr.Vijay R Vakharia a business man Your company was effective in achieving the targets
having 25 years rich experience in multi-facet industry and within a short span of time, since 2006, your
viz., non-banking finance; real estate and logistics company has become the largest Animation Company
business having insight knowledge in analysing the in Tamil Nadu & one among the top ten Animation
viability of new business ventures & companies in India.

The Road Ahead


The Boardis confident that the quality content of your company’s products and services will set a new paradigm in the Media &
Entertainment Industry. The Boardand the employees are looking forward to the challenges of this task.

The Boardwishes to place on record its special thanks & sincere appreciation of each and every employee’s hard work &
dedication which has been the biggest contributor to Sanraa’s continuous success.

We thank you for placing the confidence in the Company. We committed to drive the company in its continuing success path.

On behalf of the Board


For Sanraa Media Limited

Sd/-

Place : Chennai G .Sundaresan


Date : 4th September 2010 Chairman

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 7
2. NOTICE

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 8
SANRAA MEDIA LIMITED
Regd Off: Flat NO.33/6, II Floor,
B R Complex, C P Ramasamy Road,
Alwarpet, Chennai 600 018

2. NOTICE
Notice is hereby given that the Fourteenth Annual General Meeting of the Members of Sanraa Media Limited will be held on
Wednesday, 29th Day of September 2010 at 12:30 noon at Hotel New Woodlands, Radhakrishnan Salai, Chennai 600 004 to
transact the following businesses:

Ordinary Business
1. To receive, consider and adopt the audited Profit and Loss Account for the year ended 31st March 2010, the Balance Sheet as
at that date and Report of the Board of Directors and the Auditors thereon.

2. To appoint a director in place of Mr. K. Rajagopal, who retires by rotation and being eligible for reappointment, offers himself
for reappointment.

3. To appoint a director in place of Mr. R. Siva Shankaran, who retires by rotation and being eligible for reappointment, offers
himself for reappointment.

4. To appoint auditors and to fix their remuneration and in this regard to consider and if thought fit, to pass with or without
modification(s), the following resolution as an ordinary resolution:

“RESOLVED THAT M/s .R. Ravindran & Associates, Chartered Accountants, Chennai be and are hereby appointed as Statutory
Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual
General Meeting at a remuneration, the amount of which is to be decided by the Audit Committee/Board of Directors of the
company in consultation with the auditors.

Special Business
5.To consider and if thought fit, to pass, with or without modification, the following resolution as a SPECIAL RESOLUTION:

APPOINTMENT OF WHOLE TIME DIRECTOR


"RESOLVED THAT pursuant to the provisions of sections 198, 269 and 309 and other applicable provisions, if any, of the
Companies Act, 1956 read with Schedule XIII as amended and subject to the approval of the members be and is hereby
accorded to the appointment of Mr. G. Sundaresan, as the Whole-time Director of the Company under the designation
"Executive Director" for a period of 5 years with effect from ensuing Annual General Meeting on the terms and conditions,
including expressly the remuneration payable to him as Whole-time Director and the minimum remuneration payable to him in
case of absence or inadequacy of profits in any year, as set out in the Draft Agreement between the Company and the said Mr.
G. Sundaresan produced at this meeting and, for the purpose of identification, initialed by the Chairman hereof.”

“RESOLVED FURTHER THAT in the event of any statutory amendment or modification or relaxation in the provisions relating to
the payment of remuneration to the managerial persons or to Schedule XIII to the Companies Act, 1956 and all other relevant
acts, the Board of Directors be and is hereby authorised to vary or increase the remuneration including salary, commission,
perquisites, etc. within such prescribed limits.”

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to take such steps expedient
or desirable to give effect to this resolution."

6.To consider and if thought fit, to pass, with or without modification, the following resolution as an ORDINARY RESOLUTION:

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 9
APPOINTMENT OF MR. VIJAY R. VAKHARIA AS A DIRECTOR
“RESOLVED THAT Mr. Vijay R. Vakharia, who was appointed as an additional director of the Company by the Board of directors
and who ceases to hold office under Section 260 of the Companies Act, 1956 on the date of this meeting and in respect of
whom the Company has received a notice under Section 257 in writing proposing his candidature for the office of director, be
and is hereby elected and appointed as a director of the Company liable to retirement by rotation.”

7.To consider and if thought fit, to pass, with or without modification, the following resolution as an ORDINARY RESOLUTION:

APPOINTMENT OF MR. T. V. BALACHANDRAN AS A DIRECTOR


“RESOLVED THAT Mr. T. V. Balachandran, who was appointed as an additional director of the Company by the Board of
directors and who ceases to hold office under Section 260 of the Companies Act, 1956 on the date of this meeting and in
respect of whom the Company has received a notice under Section 257 in writing proposing his candidature for the office of
director, be and is hereby elected and appointed as a director of the Company liable to retirement by rotation.”

On behalf of the Board


For Sanraa Media Limited

Sd/-

Place : Chennai G .Sundaresan


th Chairman
Date : 4 September 2010

Notes
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY AND VOTE
INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXY TO BE VALID SHOULD
BE DEPOSITED WITH THE COMPANY NOT LATER THAN FORTY-EIGHT HOURS BEFORE THE TIME FOR HOLDING THE
MEETING.

2. The Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956 is annexed hereto.

3. The register of members and Share Transfer Books of the Company will remain closed from 25th September 2010 to 29th
September 2010 (both days inclusive) for the purpose of Annual General Meeting.

4. Members holding shares in physical form are requested to quote their folio number in all correspondence with the Company
at its registered office or to intimate the following directly to the Company’s Registrar and Share Transfer Agent, M/s GNSA
Infotech Private Limited, First Floor, GR Mansion, No.11, Srinivasan Road, T Nagar, Chennai – 600 017:

a) Changes, if any in their address


b) Request for Nomination forms for making nominations as per the provisions of the Company’s Act, 1956.

5. Members holding shares in dematerialized form are requested to contact their respective Depository participant for any
change in their particulars.

6. Members are requested to bring their copy of the Annual Report and Admission Slip with them at the Annual General
Meeting. The Attendance slips duly completed should be handed over at the entrance of the Meeting hall. Members who
hold shares in dematerialized form are requested to bring their Client ID and DP ID numbers for easy identification of
attendance at the Meeting.

7. All documents referred to in the accompanying Notice and Explanatory Statements are open for inspection at the Registered
Office of the Company during the office hours on all working days except Saturdays, Sundays and Holidays between 11.00
A.M to 1.00 P.M up to the date of the Annual General Meeting.

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 10
Annexure to the Notice

EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2) OF THE COMPANIES ACT, 1956
obtaining Directors Identification Number in terms of Section
IN RESPECT OF ITEM NO.5 266A of the said Act.
The Special Resolution at item No. 5 of the Notice is to seek
the member’s approval to the appointment of Mr. G. The Boardconsiders that it is desirable that the Company
Sundaresan as Whole-time Director of the Company under should continue to avail itself of his services and recommend
the designation "Executive Director" proposed by the Board to pass necessary resolution as an Ordinary Resolution.
of Directors of the Company at its meeting held on
September 4, 2010. Mr. G. Sundaresan started his career as Except Mr. Vijay R. Vakharia none of the other directors of the
a journalist and took a plunge in Marketing and Advertising for Company are concerned or interested in the proposed
over 10 years with Calico Mills. With an unquenchable thirst resolution.
of being an entrepreneur, he started his own construction
company and completed prestigious projects for Department
of Atomic Energy, Life Insurance Corporation of India, Bharat IN RESPECT OF ITEM NO.7
Petroleum, and various other private and public sectors Mr. T. V. Balachandran was appointed as an additional
undertakings. The Directors of your Company thought proper director of the Company on November 14, 2009 by the
to appoint him as the Whole-time Director of the Company for Board of directors of the Company. According to the
a period of 5 years with effect from 29th September 2010, provisions of Section 260 of the Companies Act, 1956, he
subject to the approval of the members of the Company. may hold office as director only up to the date of the ensuing
Annual General Meeting. As required by Section 257 of the
The remuneration payable to Mr. G. Sundaresan, as the Act, a notice has been received from a member signifying his
Executive Director including the minimum remuneration intention to propose appointment of Mr. T. V. Balachandran
payable to him in the event of absence or inadequacy of as a director.
profits in any financial year of the Company is set out in the
respective draft Agreement proposed to be entered into by Mr. T. V. Balachandran is not disqualified from being
the Company with him. appointed as Director in terms of Section 274(1)(g) of the
Companies Act, 1956 and has complied with the
The total remuneration by way of salary, perquisites and other requirements of obtaining Directors Identification Number in
allowances payable to him will be Rs. 36,00,000/- per annum. terms of Section 266A of the said Act.
Except Mr. G. Sundaresan, none of the other directors of the
Company are concerned or interested in the proposed The Boardconsiders that it is desirable that the Company
resolution. should continue to avail itself of his services and recommend
to pass necessary resolution as an Ordinary Resolution.

IN RESPECT OF ITEM NO.6 Except Mr. T. V. Balachandran none of the other directors of
Mr. Vijay R. Vakharia was appointed as an additional director the Company are concerned or interested in the proposed
of the Company on March 10, 2010 by the Board of directors resolution.
of the Company. According to the provisions of Section 260
of the Companies Act, 1956, he may hold office as director On behalf of the Board
only up to the date of the ensuing Annual General Meeting. For Sanraa Media Limited
As required by Section 257 of the Act, a notice has been
received from a member signifying his intention to propose Sd/-
appointment of Mr. Vijay R. Vakharia as a director.
Place : Chennai G .Sundaresan
Mr. Vijay R. Vakharia is not disqualified from being appointed th Chairman
Date : 4 September 2010
as Director in terms of Section 274(1)(g) of the Companies
Act, 1956 and has complied with the requirements of

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 11
Details of Directors seeking Re-appointment in the forthcoming Annual General Meeting:
(In Pursuance of Clause 49 IV (G) of the Listing Agreement)

Name of the Director Mr. K .Rajagopal Mr.Siva Shankaran

Date of Birth 27 th June 1959 23rd December 1976

Date of Appointment of 30 th September 2008 27 th March 2006


Director

Qualifications § Member of The Institute of Chartered Bachelor Degree In Engineering


Accountants of India (C.A)
§ Member of The Institute of Company
Secretaries of India (C.S)

Expertise in Specific § Mr. K .Rajagopal is a Chartered He is an entrepreneur and has rich


Functional Areas/ Accountant and a qualified company experience in the Web applications and
Recognitions secretary. multimedia technologies and has
§ He has more than 25 years of working achieved considerable amount of
experience in corporate finance. success in short time in software
business.
§ He has worked in many software and
telecom companies like Cognizant
Technologies in various capacities.

List of Other Companies in Nil Nil


Which Directorship is held

Chairman/ Member of the Nil Nil


committees of the Board of Member of Shareholder’s /Investors
the Companies (Includes grievance committee
only Audit Committee and
Shareholder’s/ Investors’
Grievance Committee)

Number of Shares held in Nil Nil


the Company

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 12
3. HIGHLIGHTS OF
PERFORMANCE

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 13
3. HIGHLIGHTS
HIGHLIGHTS OF
OF PERFORMANCE
PERFORMANCE
(Rs. In Millions)

2009 – 10 2008 – 09 2007-08


Particulars
(12 Months Period) (12 Months Period) (12 Months Period)
Total Income 677.24 446.28 135.77
PBDIT 145.30 101.77 59.55
Profit Before Tax 91.77 61.85 41.83
Profit After Tax (PAT) 80.46 54.46 35.68
Cash Profits ( PAT + Depreciation + 120.04 82.14 52.73
Amortisation)
Net Fixed Assets 109.62 130.75 51.65
Net Current Assets 366.40 235.74 60.31
Capital Work-in-Progress 351.14 347.40 45.23
Investments 659.70 659.20 -
Miscellaneous Expenditure 5.16 3.90 5.86
Total Capital Employed 1491.52 1376.99 163.05
Equity Share Capital 1196.10 531.60 65.80
Share Premium - 659.05 24.85
Profit & Loss A/c 163.57 88.56 34.11
Net Worth 1359.67 1279.21 124.76
Loan funds 130.02 85.92 26.45
Share Application Money - 9.19 9.19
Deferred Tax Liability 1.83 2.67 2.65
Total Capital Employed 1491.52 1376.99 163.05
Dividend Per share - - 0.14
Book Value Per Share # 1.14 2.41* 20.17
##
Earnings per Share 0.07 0.17* 5.77
Market Price per Share ### 0.39 0.31* 42.40

Notes
# - Net worth/ No. of Equity Shares
## - PAT / No. of Equity Shares
### - Market Price at BSE as on date of Balance Sheet
*- 5:4 bonus issued on 09.03.2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 14
4. MANAGEMENT
DISCUSSION AND ANALYSIS

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 15
4.MANAGEMENT
DISCUSSION AND ANALYSIS
Industry Outlook – Media & Entertainment Industry – (M&E)
The company is also on the verge of signing for season 2 the
Global Outlook: next set of 26 Episodes with Endemol UK Plc, following the
The Global Media and Entertainment (M&E) Industry is successful deliveries of T99 Series 1
expected to grow at CAGR 6.6%, and to reach $2.2 trillion in It was a proud moment for “THE 99” superheroes when
2012. Over the next five years, Asia Pacific and Latin America President Obama made a special mention about “THE 99” in
will be the fastest growing regions. EMEA, the second largest his speech at the Presidential Summit on Entrepreneurship,
market, will expand at CAGR 6.8% to reach $792 billion which took place on April 26 and 27 at the Ronald Reagan
in2012. Central and Eastern Europe and Middle East Africa International Trade Center in Washington, D.C. President
will fuel growth in this territory. The US currently remains the Obama commended “THE 99” for capturing the imaginations
largest but steady M&E market, growing at a CAGR 4.8% to of young people through its message of tolerance
reach $759 billion in 2012. As the trend towards to
globalization in the M&E industry continues, Brazil, Russia, For the contract signed with Infusion we have successfully
India & China will remain important sources for growth delivered the project “IBN BATTUTA”, further to the delivery &
throughout the entire sector, driven by rising disposable completion of the first contract, we have signed an MOU for
income and an increasingly urbanized middle class. USD 10 million for a Movie.

Indian Outlook: The company has also sailed into the European continent to
explore new business opportunities and have entered into
The Indian Media and Entertainment (M&E) industry stood at
joint venture with European companies for Animation Services.
Rs 58700 crore in 2009 clocking a growthof1.4per cent as
compared to last year, a report says. Our company has also successfully completed and delivered
Over the next five years, the industry is projected to grow at a projects to clients at the United States of America, where we
Compound Annual Growth rate (CAGR) of 13 per cent to are also pitching in for further contracts to be signed.
reach the size of Rs 109100 crore by 2014, says a FICCI and
KPMG report released at the FICCI-FRAMES 2010 by
Maharashtra Chief Minister Ashok Chavan.
b) Education:
Over the next five years, the industry is projected to grow at The company has also rejuvenated its education division with
nine per cent CAGR and reach Rs 13700 crore by 2014. advanced diploma in 3D Animation courses, structured to
Growth drivers for this sector would include expansion of cultivate the key sensibilities necessary for effective learning
multiplex screens resulting in better realizations, increase in practice to blend the art & science, further we have set the
number of digital screens facilitating wider release, improving formula to teach, the formula is about how to apply the
collections for the overseas markets and ancillary revenue creative knowledge through medium of high end technology
streams like DTH, digital downloads are expected to emerge to achieve the end result.
in future, the report said.
Our production based curriculum, not only inculcate and
educate students it also motivate the students to overcome
the hindrances, identify their potential areas to specialize and
Animation develop the students as disciplined professionals to work as
team in extreme productive high volume and high stress
production environment.
a) Services:
The company had signed two major orders for 3D Animation
projects with M/S Endemol UK PLC, London and M/S STRENGTH, RISKS & CONCERNS
Infusion Technologies, Malaysia. We had launched the Indian
trailer for “THE 99” and the deliveries had been appreciated STRENGTS:
by the clients.
1. Rich historical heritage- mythological characters etc.
2. Large English speaking base
3. 8-10% lower production costs than abroad
Sanraa Media Limited | Annual Report for the Financial Year 2009-10 16
RISKS: 4. Profit Before Interest, Tax, Depreciation &
1. Reluctance on the part of Indian producers to invest in Amortization
full fledged 3D Animation
The Company had a profit before interest, Tax,, Depreciation
2. Limited market to showcase mythological classics
and Amortization of Rs 1453.01 lakhs for the year ended 31st
3. Lesser number of studios (75) as compared to March 2010 under Review as compared to Rs.1016.32 lakhs
competing countries (south korea- 400)
for the year ended 31st March 2009, which represents an
4. Shortage of skilled manpower increase of 42.76% over the previous financial year.

CONCERNS: 5. Interest, Depreciation and Amortization


1. High growth estimates, Nasscom study predicts it to During the year under review, the Depreciation and
grow to $ 1.5 billion Amortization charges were at Rs. 395.89 Lakhs and Finance
2. Increasing domestic market, feature film/TV programmes, Cost was at Rs.139.45 Lakhs against Rs.276.83 lakhs & Rs.
advertising, games, online education, and industry 122.39 lakhs respectively for the year ended 31st March 2009.
specific applications like architecture, medical and legal
3. Encouraging global scenario - global sector to grow to
$ 51.7 billion 6. Profits and Taxes
4. Competition from china The Profit before Tax for the Year ended 31st March 2010
stood at Rs. 917.67 lakhs, representing an increase of
48.37% as compared to the previous year ended 31st March
Financial Review & Risk Management: 2009. The tax charge for the current year is mainly
attributable to Provision for Income Tax (Rs.121.54 lakhs).
The Profit after Tax for the year ended 31st March 2010 was
DISCUSSION ON FINANCIAL PERFORMANCE: Rs. 804.55 Lakhs as against Rs.544.57 Lakhs for the year
ended 31st March 2009. The PAT margin for the year ended
1. Financial Highlights 31st March 2010 and year ended 31st March 2009 stood at
11.88 and 12.20% respectively.
Year Ended Year Ended
Particulars Unit 31st March 31st March Remarks
2009 2010
HUMAN RESOURCES AND INDUSTRIAL
Operating Rs (In Increase
Income Lakhs)
4462.77 6772.38
of 51.75%
RELATIONS
The Company makes efforts to ensure that employees are
Rs (In Increase provided with a congenial work atmosphere. Facilities are
EBITDA 1017.71 1453.01
Lakhs) of 29.96%
equipped with state –of-the-art hardware,
PBT
Rs (In
618.50 917.67
Increase software and communication equipment apart from periodic
Lakhs) of 48.37% recreational facilities to motivate the team. The company
Rs (In Increase intends to continuously improve the quality of people through
PAT 544.57 804.55 training in skill development, as well as in personality
Lakhs) of 47.74%
development. Management places great emphasis on
continuously improving the work environment and ambience
2. Income to nurture innovation and creativity.
During the year under review, the total income grew to Rs.
6772.38 Lakhs from Rs.4462.77 Lakhs (Being the amount for
the year ended 31st March 2009), representing an increase of INTERNAL CONTROL SYSTEMS
2309.61 Lakhs. Operating Income for the year ended 31st The Company has adequate systems and internal controls to
March 2010 grew by 51.75% in comparison to the Operating safeguard the assets of the company; and to ensure
Income for the previous financial year. maintenance of proper accounting records. Audit Committee
periodically reviews the functioning of the entire accounting
system.
3. Operating Expenses
During the Year ended 31st March 2010, the company On behalf of the Board
incurred operating expenses of Rs. 5319.37 lakhs For Sanraa Media Limited
representing 79.80% of operating income. The main
contributors to the total operating expenses are: Operating Sd/-
Cost 19.63%, Administrative Cost 15.52% & Content
acquisition expenses 64.85%.
Place : Chennai
th G Sundaresan
Date : 4 September 2010 Chairman

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 17
5. DIRECTORS’
REPORT

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 18
5. DIRECTORS’
REPORT
To the Members
The Directors are pleased to present their Fourteenth Annual Report on the working of your company along with the audited
st
Profit and Loss Account for the year ended 31 March 2010 and the Balance Sheet as at that date.

FINANCIAL HIGHLIGHTS
The financial highlights are set out below: (Rs. In Lakhs)

Particulars 2009 – 2010 2008 – 2009


Revenue 6772.38 4462.77
Profit before Interest Depreciation and Tax 1453.01 1016.32
Interest & Finance Charges 139.50 121.00
Depreciation 395.89 276.83
Provision for Tax 121.54 69.60
Deferred Tax -8.43 0.14
Fringe Benefit Tax - 4.19
Net Profit for the year 804.50 544.57
Accumulated Profit Brought forward from
885.63 341.06
Balance Sheet
Total Distributable profit 1690.13 885.63
Dividend - -
Dividend Tax - -
Profit Carried over to the Balance Sheet 1690.13 885.63

PERFORMANCE HIGHLIGHTS OF THE YEAR


The Board of Directors are pleased to state that during the financial year under review, the income of the company is Rs 6772.38
Lakhs as against Rs.4462.77 Lakhs for the previous financial year. The EBITDA for the financial year is Rs. 1453.01 Lakhs as
against Rs.1017.32 lakhs for the previous financial year. The PAT for the financial year under review is Rs. 804.55 Lakhs as
against Rs.544.57 lakhs for the previous financial year.

SHARE CAPITAL
During the year under review your company has issued 66,45,00,000 equity shares as fully paid up bonus shares at the rate of
Re.1/- per share out of the funds capitalized from the credit balance of General Reserve and Share Premium Account. These
shares have been listed with the Bombay Stock Exchange Ltd., with effect from 09.03.2010.

DIVIDEND
Considering the aggressive expansion plan of your company ahead, and the successful 5:4 bonus issue during the year, your
Board, has not recommended any dividend.

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 19
CHANGE OF REGISTERED OFFICE
During the year, the registered office of the company was shifted to Flat No.33/6, II Floor, B R Complex, C P Ramasamy Road,
Alwarpet, Chennai 600018 with effect from 03.03.2010.

TERM DEPOSITS
During the year under review, your company has not accepted any deposits from the public within the meaning of Section 58 A
of the Companies Act, 1956.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO
The particulars required under Sec.217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 are furnished in the Annexure's to this Report.

PARTICULARS OF EMPLOYEES
No employee is in receipt of remuneration in excess of the limits prescribed under Section 217 (2A) of the Companies Act, 1956
and hence furnishing of statement of particulars of employees as per section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of employees) Rules, 1975 as amended does not arise.

DIRECTORS
During the financial year under review three new directors viz., Mr. G.Sundaresan, Mr. Vijay R. Vakharia and
Mr. T.V.Balachandran were inducted into the Board. Mr.T.V.Balachandran, Mr.G.Sundaresan and Mr.Vijay R Vakharia were
appointed as additional directors w.e.f 14/11/2009, 12/02/2010 and 10/03/2010 respectively. The resolution for regularizing the
appointment of Mr.T.V.Balachandran and Mr.Vijay R Vakharia has been proposed to be passed in the ensuing AGM of your
company. The resolution for regularizing Mr.G.Sundaresan as an Executive Director of your company is also proposed to be
passed in the ensuing AGM of your company.

In accordance with the provision of Articles of Association of the company, Mr.R.Siva Shankaran and Mr. K.Rajagopal, Directors
of the company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. Your Board
recommends their reappointment as Directors of your Company.

AUDITORS
The auditors, M/s. R .Ravindran & Associates, Chartered Accountants have expressed their willingness to continue in office. They
have furnished to the Company a certificate of their eligibility for appointment as auditors, pursuant to section 224 (1B) of the
Companies Act, 1956, if appointed. The Board of Directors recommend to the members to appoint them as auditors and
authorize the Boardto fix their remuneration.

COMPANY SECRETARY
Mr.S.Arul Ganesh was the company secretary of your company August 2010. Your company would be soon appointing a
company secretary for compliance as per section 383 A of the companies act 1956.

DIRECTORS’ RESPONSIBILITY STATEMENT


Pursuant to requirement under Section 217(2AA) of the companies Amendment Act, 1956, with respect to directors’
responsibility statement and subject to the Disclosures in the Annual Accounts, the Board of Directors hereby confirms that:
1.In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper
explanation relating to the material departure, if any;

2.The Directors had selected such accounting policies and applied them consistently and made judgment 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 the end of
financial year ended 31st March 2010 and of the profits of the company for the year ended 31st March 2010:

3.The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities; and

4.The Directors had prepared the Annual Accounts on a going concern basis.

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 20
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause 49 of the Listing Agreement entered with the Bombay Stock Exchange Limited, Management
Discussion and Analysis Report is presented in the separate section and forms an integral part of the Director’s Report.

CORPORATE GOVERNANCE & COMPLIANCE CERTIFICATE


A detailed report on Corporate Governance, pursuant to requirement of Clause 49 of the Listing Agreement with the Stock
Exchanges forms part of the Annual Report. A certificate confirming compliance of the conditions of Corporate Governance from
a practicing chartered accountant as stipulated under Clause 49 of the listing agreement is annexed to the Corporate
Governance Report.

CEO/CFO CERTIFICATION
As required by Clause 49 of the Listing Agreement, a Certificate on the financial statements and Cash Flow statement of the
company for the year ended 31st March 2010 has been duly signed by the two Executive Directors of the company.

ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation of the Co-operation received from the Central Government, State
Government, Company’s Bankers, Customers, Vendors and shareholders. Your Directors also wish to place on record their
deep sense of appreciation for the contribution made by the employees of the Company for their unstinted efforts in the progress
of the company at all levels.

On behalf of the Board


For Sanraa Media Limited

Sd/-

Place : Chennai G Sundaresan


th Chairman
Date : 4 September 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 21
Annexure
Particulars required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

A. Conservation of Energy
The Company takes all steps and ensures optimum utilization of the sources of energy and avoids wastage.

B. Technology Absorption
The Information required to be disclosed under Rule 2 of the aforesaid rules is given hereunder in Form –B;

FORM -B
1 Specific Areas in which R&D is Carried Out by the Company Not Applicable

2 Benefits derived as a Results of the Above R&D Work Not Applicable

3 Future Plan of Action The Company is into 2D/3D Animation and other Media
Related activities and does not manufacture/assemble any
machinery/equipment related to its field of operation and
hence expenditure for R&D for manufacture/assembly of
the machinery/equipment is not planned at present.

4 Expenditure on R&D Not Applicable


Capital -
Revenue -
Total -
Total R&D Expenditure as a percentage of total turnover -

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1 Efforts, in brief, made towards technology absorption, adaptation and innovation Not Applicable

2 Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, Not Applicable
product development, import substitutions, etc.

3 In Case of Imported technology (imported during the last 5 years reckoned from the beginning of Not Applicable
the financial year) following information may be furnished;
Technology Imported -
Year of Import -
Has Technology been fully absorbed? -
If not fully absorbed, areas where this has not taken place reasons therefore and future plan of -
action

C. Foreign Exchange Earnings and Outgo (Rs. In Thousands)

For the Year Ended 31st March 2010 For the Year Ended March 2009
1 Earnings 93,214 1,38,514

2 Outgo 2,257 2,339

The Foreign Exchange earnings represent the services rendered in India to the International customers.

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 22
6. REPORT ON
CORPORATE GOVERNANCE

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 23
6. REPORT ON
CORPORATE GOVERNANCE
As required by clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance in accordance
with the SEBI prescribed format is given below:

A. MANDATORY REQUIREMENTS
1. Company’s Philosophy on Code of Governance
Sanraa Media Limited (hereinafter referred to as “Company”) is adopting high standards of excellence in Corporate Governance
and believes that good corporate governance practices should be enshrined in all activities of the Company. This would ensure
efficient conduct of the affairs of the company and help the company achieve its goal of maximizing value for all its stakeholders.

Company understands and respects its responsibility towards all its stakeholders, which includes, its esteemed customers,
providers of the capital, employees, those from whom we buy and the society at large. Corporate Governance norms are an
integral part of all our activities and are respected not just in letter, but more importantly, in sprit. We at the Company believe that
good Corporate Governance is a key element in improving efficiency and growth as well as enhancing investor’s confidence.

2. Board of Directors Composition


As on 31st March 2010, the Board of Directors of the Company consisted of Two Executive Directors and Six Non Executive
Directors who are independent directors. Mrs. Uma Karthikeyan and Mr.Sukumar Subramanian. Other members of the Boardare
independent and non-executive directors

As per the provisions of the Listing Agreement with the Bombay Stock Exchange Limited and Madras Stock Exchange Limited
the Board consists of adequate combination of Executive, Non-Executive and Independent Directors.

The details as to the Attendance of Directors in the Board Meetings and in the last AGM held on 29th September 2009 and the
number of other directorships and committee memberships/chairmanship as on 31st March 2010 are as follows:-

Attenda- Number of No of Committees**


Date of Attendance in Board
Name of the Director Category nce in Last Directorships in (Including Sanraa
Appointment Meeting
AGM other Companies Media Ltd.)

Held Attended Chairman Member

Mr. A .Venkatramani* 9 th Nov 2007 Chairman–Non 16 16 Yes 2 Nil 2


Executive Director

Mr. G.Sundaresan 12th Feb 2010 Director 4 4 NA 1 Nil Nil

Mrs. Uma Karthikeyan 30th Aug 2005 Executive Director 16 16 Yes 2 Nil 3

Mr. Sukumar 28th Sep 2007 Executive Director 16 16 Yes 2 Nil Nil
Subramanian
Mr. Rajeev Agarwal 27th Mar 2006 Independent Director 16 16 Yes 1 2 Nil

Mr. K. Rajagopal 27th Mar 2006 Independent Director 16 16 Yes Nil 1 1

Mr. R .Sivashankaran 27th Mar 2006 Independent Director 16 16 Yes Nil Nil 1

Mr. Vijay R. Vakharia 10 th Mar 2010 Independent Director 16 1 NA 1 Nil Nil

Mr. T.V.Balachandran 14 th Nov 2009 Independent Director 16 9 NA Nil Nil Nil

*retired from board wef. 20.04.2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 24
· For the Number of Directorships in other committees Public Limited Companies are considered. Private Limited Companies,
Foreign Companies and companies registered under Section 25 of the Company’s Act, 1956 have been excluded.
· Committees include Audit Committee and Shareholder’s/Investors’ Grievance Committee only.

Appointment /Resignation of Independent Director


During the Year under Review none of the Independent Directors resigned from the Board and hence appointment of new
independent director within 180 days of the Resignation of the existing director does not arise, though as a good corporate
governance practice more independent Directors were inducted to the Board.

Board Procedures
The Board of Directors has met Sixteen (16) times during the financial year under review. The dates on which the meetings were
held are given below:

30th June 2009, 31th July 2009, 22nd August 2009, 4th September 2009, 13th October 2009, 31st October 2009, 14th November
2009,10th December 2009,12th January 2010, 25th January 2010, 30th January 2010, 12th February 2010, 03th March 2010, 06th
March 2010, 10th March 2010, and 31th March 2010.

In respect of these meetings proper notices were given and the proceedings were properly recorded and signed, in the Minutes
Book maintained for that purpose. The gap between any two meetings has been less than four months and thus the company is
in compliance with Clause 49 of the Listing Agreement.

Information Supplied to the Board


The Board of Sanraa Media Limited is presented with all the relevant information well in advance before each meeting on various
matters affecting the working of the company, as well as those that require deliberation at the highest level. Directors have
separate and independent access to senior management at all times.

In addition to items, which are required to be placed before the Board for its noting and/or approval under the statutes or
regulations, information is also provided for the periodic review/information on various items, such as:

· Sales, operations, investments and financial performance


· Financial results
· Staff matters, including senior appointments and extensions
· Labour matters and human resource issues
· Legal proceedings by or against the company
· Legal compliance reports
· Share transfer and demat compliance
· Donations and other significant matters

According to the statutes, at least two-third of the Board should consist of retiring directors. Of these, a third is required
to retire every year and, if eligible, may seek re-appointment by the shareholders. On this occasion, the retiring directors
are Mr. R. Siva Shankaran and Mr. K. Rajagopalwho, being eligible, have offered their candidature for re-appointment

Information about the Directors proposed to be appointed/ re-appointed required to be furnished pursuant to Clause 49
of the listing agreement with the Stock Exchanges are also forming part of the notice of the Fourteenth Annual General
Meeting to the shareholders of the Company.

The Annual General Meeting for the year 2009 was held on 29th September 2009 by giving due notice to the members of
the Company and the resolutions passed there at were recorded in Minutes Book maintained for the purpose.

Review of legal compliance Reports


During the year under review, the Boardhas periodically reviewed the compliance reports prepared and placed before it in
respect of compliance with provisions of various laws as applicable to the company.

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 25
3. Audit Committee
Constitution and composition
The terms of reference of the Audit Committee are in accordance with Section 292A of the Companies Act, 1956 and
Clause 49 of the Listing agreement besides other terms as may be referred to by the Board.

The Audit Committee act as a link between the management, the statutory and the Board of Directors. The Audit
committee is responsible for company’s financial and accounting controls, plans and policies, plans and procedures and
reviews the other functions through various internal reports and also certificates issued by Statutory Auditors. Quarterly
and Annual Accounts are placed before the Audit Committee prior to being presented to the Boardand the committee
reviews the financial statement in view of the adopted Accounting policies and Practices, Compliance with Accounting
standards and other legal requirements.

Composition
The Audit committee constituted by the Board Consists of Two Independent Directors and One Executive Director. All
members of Audit Committee possess financial/accounting expertise. The Chairman of the Audit Committee is an
independent director. The Company Secretary is the Secretary to the Audit Committee.

The Committee has met Eight times during the year on 24 th April 2009, 29th June 2009, 30th July 2009, 26th August, 2009,
31st October 2009, 20th November 2009, 30th January 2010, and 17 th February 2010 and in respect of which meetings
proper notices were given and the proceedings were properly recorded and signed, in the Minutes Book maintained for
the purpose. The gap between any two meetings has been less than four months-thus complying with the Clause 49
requirement.

The composition and category of Members of the Audit Committee of the Board of Directors and attendance at the
meeting as follows:

S No Name of the Director Designation Category Attendance


Held Attended

1 Mr. Rajeev Agarwal Chairman Non Executive 8 8

2 Mr. K .Rajagopal Member Non Executive 8 8

3 Mrs. Uma Karthikeyan Member Executive 8 8

4. Remuneration Committee
The Remuneration Committee of the Board of Directors consists of all non-executive Directors and two of them are
independent directors. The Remuneration Committee reviews and recommends the remuneration of Executive Directors
and evaluates their performance based on overall performance of the Company and Individual Performance. No Sitting
fees are paid to any of the Directors.

During the year under review there were two executive Directors. There was on changes in the executive directors during
the year under review. All other directors are non-executive directors and no remuneration is paid to them including sitting
fees.

Composition
The Composition of the remuneration committee is as follows:
S.No Name of the Director Designation Category

1 Mr. Vijay R Vakharia Member Non-Executive

2 Mr. K .Rajagopal Member Non-Executive

3 Mr. R .Siva Shankaran Member Non-Executive

The Company Secretary acts as a Secretary to the Committee.

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 26
Details of Remuneration to Executive Directors
S.No Name of the Director Amount Paid (In Rs “000) Per Annum
1 Mr. Sukumar Subramanian 1,500
2 Mrs. Uma Karthikeyan 1,500

The amount paid to the Executive Directors is as per the approval of the Members in their general meeting.

Details of Remuneration to Non-Executive Directors


No remuneration was paid to the non-executive independent director during the year 2009-2010 and they have also
waived the payment of sitting fees. All the other Non-Executive Directors does not hold any shares in Company as 31 st
March 2010 and no convertible instruments were issued to them during the year under review.

During the year under review there was no pecuniary relationship or transaction with the Non-Executive Directors.

5. Investors’ Grievance and Share Transfer Committee


The Board has Constituted Investors Grievance and Share Transfer Committee which oversees share transfers and
monitor investors grievances such as complaints on transfer of shares, non receipt of balance sheet, non receipt of
declared dividends etc, Redressal thereof, within the purview of the guidelines set out in the listing agreement.

Composition
The committee is headed by a Non-Executive and Independent Director. The Committee met and the composition of the
committee and details of Attendance are as under:

Attendance
S .No Name of the Director Designation Category
Held Attended
Non Executive –
1 Mr. K. Rajagopal Chairman 18 18
Independent
Non Executive –
2 Mr. R .Siva Shankaran Member 18 18
Independent
3 Mrs. Uma Karthikeyan Member Executive 18 18

The Company Secretary of the Company is the Compliance Officer of the Company.

During the year under review the Committee met Eighteen times.

The meetings were attended by all the members of the committee.

All the complaints received by the Registrars and Transfer agents of the Company during the year have been sorted out
and the requisite information has been sent to the shareholders.

During the year under review, the company has resolved all the complaints received, within the stipulated time.

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 27
6. General Body Meetings:
The details of last three Annual General Meeting of the Company along with the No of Special Resolutions passed are as
follows:
No of Special
Year Date Time Venue Resolutions
Passed
2006-07 28th September, 2007 10.00 A.M Hotel New Woodlands, Dr Radhakrishnan Nil
Salai, Mylapore, Chennai – 600 004

2007-08 30th September 2008 11.00 A.M Hotel New Woodlands, Dr Radhakrishnan 4
Salai, Mylapore, Chennai – 600 004

2008-09 29th September 2009 11.00 A.M Hotel New Woodlands, Dr Radhakrishnan 6
Salai, Mylapore, Chennai – 600 004

All the resolutions including the special resolutions as set out in the respective notices were passed by the shareholders
unanimously.

The details of Extraordinary General Meeting of the members held during the previous three financial years along with the
No of Special Resolutions passed are as follows: -
Year Date Time Venue No of Special Resolutions Passed
2006-2007 2nd Jan 2007 11.00 A.M No.3 S V Salai, No.131, Increase in Authorised Capital
Thiyagaraya Road, Issue of GDR's
T Nagar, Chennai Further Issue of Shares
600 017
Increase in Limits under Section 293 (1) (a) of the
Companies Act,1956.
Increase in Limits under Section 293 (1) (d) of the
Companies Act,1956.
Increase in Limits under Section 372 A of the
Companies Act,1956.
2007-2008 04 th Dec 2007 11.00 A.M Hotel New Woodlands, Appointment of Mr.A.Venkatramani as Director
Dr Radhakrishnan Appointment of Mr.A.Venkatramani as Non-
Salai, Mylapore, executive Chairman
Chennai – 600 004 Issue of equity shares/warrants on preferential
basis
Hotel New Woodlands, Issue of 1:1Bonus shares
2008-2009 26 th Nov 2008 Dr Radhakrishnan
Salai, Mylapore,
Chennai – 600 004

12 th Jan 2009 Hotel New Woodlands, Conversion of One share of Rs.10/- into 10 shares
Dr Radhakrishnan of Re.1/- each.
Salai, Mylapore,
Chennai – 600 004

During the Year under review one Extra Ordinary General Meeting was held on 12th February 2010 at Hotel New
Woodlands, Dr Radhakrishnan Salai, Mylapore, Chennai – 600 004 and all the Resolutions as set out in the notices were
passed by the shareholders unanimously.

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 28
7. Disclosures
Material Transactions
There are no materially significant related party transactions having potential conflict with the interest of the Company at
large

a. Details of Non-Compliance, Penalties


There were no instances of non-compliance on any matter relating to the capital market during the last three years.

b. CEO/CFO Certification
As required by Clause 49 of the Listing Agreement, a Certificate on the financial statements and Cash Flow Statement of
the company for the year ended 31st March 2010 has been duly signed by the two Executive Directors of the Company.

c. Details of information on appointment of new/re-appointment of directors


A brief resume, nature of expertise in specific functional areas, names of companies in which the person already holds
directorship and membership of committees of the Board forms part of the Notice convening the 14th Annual General
Meeting.

d. Insider Trading
Comprehensive guidelines advising and cautioning the management, staff and other relevant business associates on the
procedure to be followed while dealing with the securities of Sanraa Media Limited are in place. In light of the SEBI
(Insider Trading) Amendment Regulations, 2002, a fresh set of guidelines was issued by the company on the subject to
the directors, officers and designated employees of the company. The code of conduct and corporate disclosure
practices framed by the company helps in ensuring compliance with the amended regulations. The said code of conduct
is also put up on the internal portal of the company.

e. Whistle Blower Policy


The Company has been consistently adopting professional and transparent policies in accordance with the global
standards of best practices and governance. As a part of implementing the above, the company has put in place a
Whistle Blower Policy to enable the employees to participate in fostering transparent practices in the organization. The
said policy is also put up on the internal portal of the company.

The Company has complied with all the Mandatory requirements of Clause 49 of the listing agreement.

Code of Conduct
The Board had laid down a code of conduct for all board members and senior management of the company. All board
members and senior management personnel have affirmed compliance with the code for 2009-2010. A declaration to
this effect signed by CEO is given in this Annual Report.

8. Means of Communication to Shareholders


The Company communicates the developments taking place in the Company through Quarterly Results, Press Releases
etc. The quarterly and annual financial results are published in Trinity Mirror and Makkal Kural. These are not sent
individually to the Share Holders. These Results, Press Releases and Presentations are posted on the website of the
Company at www.sanraamedia.com.

All the information about the company is promptly sent through facsimile, email and also by post to the Stock Exchange
where the shares of the company are listed and are released to press for information of the public at large.

9. General Shareholder Information


I. Annual General Meeting
Day, Date and Time Wednesday, 29 th September 2010 at 12:30 P.M

Venue Hotel New Woodlands, Dr Radhakrishna Salai, Mylapore, Chennai 600 004

II. Financial Year


Financial Year of the Company is from 1st April to 31st March.

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 29
III. Financial Calendar
The Financial Reporting for the Quarter are done as follows:
1st quarter ended June 30, 2010 Second week of August 2010
nd
2 quarter ended Sep 30, 2010 Second week of November 2010
rd
3 quarter ended Dec 31, 2010 Second week of February 2011

4th quarter ended March 31, 2011. Fourth week of April 2011

IV. Date of Book Closure


From 25th September 2010 to 29th September 2010.(Both days inclusive)

V. Listing on Stock Exchange


The equity shares of the company are listed at Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal
Street, Mumbai – 400 001 and Madras Stock Exchange Limited, Stock Exchange Building, 2 Line Beach, Chennai – 600
nd

001.

VI. Stock Code


The Scrip Code of the Company in Bombay Stock Exchange Limited is 531312 and the company’s shares are not traded
in Madras Stock Exchange Limited. Under Depository System ISIN No. allotted to the Equity Shares of the Company is
INE 889C01022

VII. Market Price Data in Comparison with BSE Sensex:


Equity Share Price Data and Volume from 1st April 2008 to 31st March 2009 and BSE Sensex Data for the said period as
per the information available on Bombay Stock Exchange website is as Follows:

Month Market Price and volume of Trading of Equity Shares BSE Sensex
Open High Low close volume High Low
Apr-09 0.30 0.47 0.30 0.43 1,53,09,517 11,492.10 9,546.29

May-09 0.45 0.59 0.39 0.59 3,75,01,357 14,930.54 11,621.30

Jun-09 0.61 0.86 0.59 0.59 6,15,39,070 15,600.30 14,016.95

Jul-09 0.60 0.68 0.52 0.55 9,14,81,100 15,732.81 13,219.99

Aug-09 0.55 0.85 0.50 0.85 5,44,26,005 16,002.46 14,684.45

Sep-09 0.89 1.16 0.81 1.16 20,42,83,265 17,142.52 15,356.72

Oct-09 1.20 1.20 0.74 0.77 6,80,80,637 17,493.17 15,805.20

Nov-09 0.75 0.93 0.65 0.70 3,20,03,197 17,290.48 15,330.56

Dec-09 0.73 0.89 0.70 0.88 3,92,54,696 17,530.94 16,577.78

Jan-10 0.96 1.09 0.81 0.87 11,12,62,934 17,790.33 15,982.08

Feb-10 0.87 0.87 0.74 0.77 3,59,72,716 16,669.25 15,651.99

Mar-10 0.79 0.81 0.35 0.37 9,03,69,486 17,793.01 16,438.45

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 30
SENSEX Movement for the Year. (Based on price of the last day of each month)

Sensex Vs Sanraa
1.40 20000.00
1.20
1.00 15000.00

Sensex
Sanraa

0.80
10000.00
0.60
0.40 Sanraa
5000.00
0.20 BSE Sensex
0.00 0.00
Apr- May- Jun- Jul-09 Aug- Sep- Oct- Nov- Dec- Jan- Feb- Mar-
09 09 09 09 09 09 09 09 10 10 10
Month

VIII. Registrar and Transfer Agents


M/s. GNSA InfoTech Private Ltd
GR Mansion, 1st Floor, Srinivasan Road
Pondy Bazar, T Nagar
Chennai – 600 017. Tel. 044 – 42121428/29.
Fax: 044 - .044-42121430
email: rdevasahayam@gnsaindia.com

IX. Share Transfer System


Share Transfer activities under the physical as well as demat mode are being carried out by GNSA InfoTech Private
Limited, Registrar and Transfer Agents of the Company. Physical Share Transfers are approved by Investors’ Grievance
and Share Transfer Committee of the Board of Directors.

X. Distribution of Shareholding as on 31st March 2010

SANRAA MEDIA LIMITED


DISTRIBUTION OF HOLDINGS - 31/03/2010

Share / Debenture holders Share / Debenture amount


Share or debenture holding of
nominal value of Re.1/-
Number % to total (In Rs.) % to total

Up to 5,000 831 3.85 1943130 0.02

5,001 - 10,000 450 2.08 3615440 0.03

10,001 – 20,000 1235 5.72 15954360 0.13

20,001 – 30,000 3053 14.14 70044520 0.59

30,001 – 40,000 431 2.00 14907710 0.12

40,001 – 50,000 3426 15.87 154809380 1.29

50,001 – 1,00,000 2919 13.52 231421220 1.93

Above 1,00,000 9244 42.82 11468304240 95.88

GRAND TOTAL 21589 100.00 11961000000 100.00

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 31
XI. Dematerialization of Shares
The trading in the Company’s Equity Shares on the Stock Exchanges are compulsorily traded in dematerialized form are
available for dematerialization with both National Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL). As on 31st March 2010, 97.71 % of shares of the company have been dematerialized that is to
say 115,88,65,806 equity shares out of 119,61,00,000 Equity Shares of the Company have been dematerialized. The
detailed break-up of shares as on 31st March 2010 is as follows:

Particulars No. Of Shares Percentage


CDSL 637219787 53.27

NSDL 521646019 43.61

PHYSICAL 37234194 3.12

XII. Shareholding Pattern as on 31st March 2010


No of Shares held (equity % to Paid up Share
S.No. Particulars
shares of Re.1/- each) Capital
1 Promoters Group 30875400 2.58%
2 Non-Promoters Group
Bodies Corporate 263144442 22.00%
Individuals 500765749 41.87%
NRI's 19464109 1.63%
381850300 31.92%
3 Shares held by custodians and against which Depository
Receipts have been issued
TOTAL 1196100000 100.00%

XIII. Plant Locations


The company being in the Service Sector, is not having any manufacturing or processing plants.

XIV. Address for Correspondence


Sanraa Media Limited
NO.33/6, II FLOOR
B R COMPLEX, C P RAMASAMY ROAD
ALWARPET CHENNAI - 18

XV. Exclusive Email for Investors’ Complaints:


redressal@sanraamedia.com

XVI. Transfer of Unclaimed amounts to Investor Education and Protection Fund:


Pursuant to Section 205 C of the Companies Act, 1956, dividends that are unpaid/unclaimed for a period of seven years
from the date they become due for payment are required to be transferred by the Company to the Investor Education and
Protection Fund (IEPF) administered by the Central Government. Given below are the dates of declaration of dividend and
corresponding dates when unpaid/unclaimed dividends are due for transfer to IEPF:

Financial Year Date of Declaration of Dividend Due Date of Transfer to IEPF


2006-2007 28 th September, 2007 24 th October 2014
2007-2008 30 th September 2008 10 th October 2015

The Shareholders are advised to claim the un-encashed dividends lying in the unpaid dividend accounts of the company
before the due dates for crediting the same to the IEPF.

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 32
During the year under review no amount was credited to the Credit of Investor Education and Protection Fund pursuant
to Section 205 C of the Companies Act, 1956 and the Investor Education and Protection Fund (Awareness and
Protection of investors) Rules, 2001.

10.Request to Investors
Investors are requested to communicate change of address, if any, either to the share transfer agent at the
address given above or to the Company at its registered office address
The shareholders are requested to dematerialize their physical share certificates, through a depository participants.
The amended provisions of the Companies Act, 1956 provide for Nomination facility to Members. Members are
requested to write to the RTA for more information, if any needed on Nomination facility and/or to get a copy of a
Nomination Form.
Members holding shares in demat form are requested to incorporate the DP Id number and Client Id Number in the
Attendance Slip/Proxy form for easy identification of attendance at the Meeting.
Investors are requested to kindly note that any dividend which remains unencashed for a period of seven years will
get transferred to “Investors Education and Protection Fund” in terms of section 205C of the Companies Act, 1956.

B. Non-Mandatory Requirements
The status of Compliance with Non-mandatory Requirement is as follows:

1. The Board
The Chairman of the Company is an Executive Director. However the company does not maintain an office for him at the
company’s expense nor allowed reimbursement of expenses incurred in performance of his duties.

2. Remuneration Committee
The Company has a Board Governance Committee which also functions as the Remuneration Committee. The details of
the said committee are given in the Annual Report.

3. Shareholders Rights
The Quarterly and Half yearly declaration of the Financial Results are posted on the website of the company and are also
sent to the Stock exchanges, where the shares of the company are listed.

4. Audit Qualifications
The Company’s financial statements are unqualified.

5. Training of Board Members


New Directors, on induction to the Board, are familiarized with the company’s corporate profile, the corporate
governance Code, Code of Conduct of Directors and Senior Management, Insider Trading Code and the company’s
policy for Unfair Trade Practices in Securities.

6. Evaluation of the Performance of the Non-Executive Directors


The Board evaluates the performance of the Non-Executive Directors every year.

7. Whistle Blower Policy


The Company has laid down Whistle Blower Policy, and the details of the said policy are given in the Annual Report.

For and on behalf of the Board


G .Sundaresan
Place : Chennai Sd/-
th
Date : 4 September 2010 Chairman

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 33
DECLARATION BY CHAIRMAN
I, G.Sundaresan, Chairman of Sanraa Media Limited hereby declare that all the Board members and senior managerial
personnel have affirmed for the year ended 31st March 2010 compliance with the code of conduct of the company laid
down for them.

Place : Chennai G .Sundaresan


th Sd/-
Date : 4 September 2010 Chairman

CERTIFICATE BY CHAIRMAN
We, G.Sundaresan and Uma Karthikeyan, Chairman & Executive Directors of the Company respectively hereby certify

1. That we have reviewed the financial statements and the cash flow statement for the year ended 31stMarch 2010
and that to the best of our knowledge and belief,

· These statements do not contain any materially untrue statement nor omit any material fact nor contain
statements that might be misleading, and
· These statements present a true and fair view of the company’s affairs and are in compliance with the
existing accounting standards, applicable laws and regulations.

2. That there are, to the best of our knowledge and belief, no transactions entered into by the company during the
year, which are fraudulent, illegal or volatile of the company’s code of conduct.

3. That we accept responsibility for establishing and maintaining internal controls, we have evaluated the
effectiveness of the internal control systems of the company and we have disclosed to the auditors and the
audit committee, deficiencies in the design or operation of internal controls, if any, of which we were aware and
the steps that we have taken or propose to take to rectify the identified deficiencies and

4. That we have informed the auditors and the audit committee of:
· Significant changes in internal control during the year;
· Significant changes in accounting policies during the year and that the same have been disclosed in the
notes to the financial statements, and
· Instances of significant fraud of which I have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the company’s internal control system.

For Sanraa Media Ltd., For Sanraa Media Ltd.,

Sd/- Sd/-

G Sundaresan Uma Karthikeyan


Chairman Executive Director
Place: Chenani
Date: 4th Sep 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 34
AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE
We have examined the compliance of conditions of Corporate Governance by Sanraa Media Limited for the year ended
31st March 2010 as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was
limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of Corporate
Governance as stipulated in the above mentioned listing agreement.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the
Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned listing
agreement.

We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency
for effectiveness with which the management has conduced the affairs of the company.

On behalf of the Board


For Sanraa Media Limited

for R.RAVINDRAN & ASSOCIATES


Chartered Accountants
Sd/-

R.RAVINDRAN
Place : Chennai Proprietor
Date : 21st May 2010 Membership No 23829

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 35
7.Sanraa Media Limited
STAND ALONE FINANCIALS

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 36
AUDITORS’
REPORT
To (ii) In our opinion, proper books of accounts as
required by law have been kept by the company so
The Shareholders of Sanraa Media Limited far as appears from our examination of those books;

We have audited the attached Balance Sheet of Sanraa III. The Balance Sheet and Profit and Loss Account
Media Limited as at 31st March 2010 and Profit and Loss dealt with by this report are in agreement with the
Account for the year ended on that date annexed thereto. books of account;
These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an
IV. In our opinion, the Balance Sheet and Profit and
opinion on these financial statements based on our audit.
Loss Account dealt with by this report comply with
the accounting standards referred to in sub-section
We have conducted our audit in accordance with auditing
(3C) of section 211 of the Companies Act, 1956.
standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain
V. On the basis of written representations received
reasonable assurance about whether the financial statements
from the directors, as on 31st March 2010, and
are free of material misstatement. An audit includes
taken on record by the Board of Directors, we report
examining, on a test basis, evidence supporting the amounts
that none of the directors is disqualified as on 31st
and disclosures in the financial statements. An audit also
March 2009 from being appointed as a director in
includes assessing the accounting principles used and
terms of clause (g) of sub-section (1) of section 274
significant estimates made by management, as well as
of the Companies Act, 1956;
evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our
VI. In our opinion and to the best of my information and
opinion.
according to the explanations given to us, the said
accounts give the information required by the
I. As required by the Companies (Auditor’s Report) Companies Act, 1956, in the manner so required
Order, 2003 (CARO, 2003) issued by the Company and give a true and fair view in conformity with the
Law Board in terms of Section 227 (4A) of the accounting principles generally accepted in India
subject to:
Companies Act, 1956, we enclose in the annexure a
statement on the matters specified in paragraphs 4
a) in the case of the Balance Sheet, of the state
and 5 of the said Order. of affairs of the Company as at 31st March
2010;
II. Further to our comments in the Annexure referred to
in paragraph I above, we report that: b) in the case of the Profit and Loss Account, of
the profit for the year ended on that date;
(i) We have obtained all the information and and
explanations, which to the best of our knowledge
and belief were necessary for the purposes of our c) In the case of the Cash Flow Statement, of
audit; the Cash Flows of the Company for the year
ended on that date. As per our Report of
Even Date attached

for R.RAVINDRAN & ASSOCIATES


Chartered Accountants

Sd/-
R.RAVINDRAN
Place : Chennai Proprietor
Date : 21st May 2010 Membership No 23829

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 37
Deposits from the Public:
THE ANNEXURE REFERRED TO IN PARA 3 OF THE The Company has not accepted any deposits from the public
AUDITORS’ REPORT TO THE MEMBERS OF SANRAA under section 58A of the Companies Act.
MEDIA LIMITED FOR THE YEAR ENDED 31ST MARCH Internal Audit System:
2010. The Company has internal audit system commensurate with
its size.
Fixed Assets:
a) The Company has maintained proper records to show Cost Records:
full particulars including quantitative details and situation The Provision of Section 209(1) (d) of the companies Act,
of fixed assets. 1956 regarding maintenance of Cost Records is not
applicable to the company.
b) All the fixed assets have been physically verified by the
management during the year, which in our opinion is Statutory Dues:
reasonable having regard to the size of the company and There are no undisputed amounts payable in respect of
nature of its business. No material discrepancy was Wealth Tax, Sales Tax, Customs Duty and Excise duty as on
noticed on such verification. 31st March 2010 outstanding for a period of more than six
months from the date on which they became payable. The
c) The Company has not disposed off substantial part of its company has income tax liability of Rs.1,23,24,797/ for the
fixed assets during the year. earlier years

Inventory: Absence of accumulated losses:


a) The Company does not carry inventory, hence The Company has no accumulated losses. The Company
verification and valuation of inventory does not arise. has not incurred cash losses during the financial year covered
by our audit and the immediately preceding financial year.
Loans granted/ taken by the company:
a) The Company has not granted any secured or Default in financial dues:
unsecured loans during the year to Companies listed in The company has not defaulted in repayment of dues to
the Register maintained under Section 301 of the banks and financial institutions.
Companies Act, 1956. Granting of Loans on the security of shares:
The Company has not granted loans and advances on the
b) The Company has not taken any loans from companies,
firms or other parties listed in the register maintained basis of security by way of pledge of shares, debentures and
under Section 301 of the Companies Act, 1956. other securities. Accordingly clause (xii) is not applicable.
Internal Control over purchase of inventory and fixed assets and
for sale of goods: Chit Funds, Nidhi, Mutual Benefit Funds, Societies:
In our opinion and according to the information and The Company is not a chit fund or a nidhi/mutual benefit
explanations given to us, there are adequate internal control fund/society. Therefore the provisions of clause (xiii) of the
procedures commensurate with the size of the company and Companies (Auditor’s Report) Order 2003 are not applicable
the nature of its business with regard to purchase of fixed to the company.
assets and purchase and sale of goods. During the course of Dealing/ trading of shares and other instruments:
audit, we have not observed any continuing failure to correct
The Company has not dealt in trading in shares.
major weaknesses in internal controls.
Guarantees for Loans:
Transactions with parties listed under section 301 of the
According to the information and explanations given to us,
companies act, 1956:
the Company has not given any guarantee for loans taken by
a) According to the information and explanations given to others from banks or financial institutions. Accordingly clause
us, we are of the opinion that the transactions that (xv) of the Order is not applicable.
need to be entered into the Register maintained
under section 301 of the Companies Act, 1956 have End use of term loans:
been so entered. The loan funds were applied for the purpose for which they
b) In our opinion and according to the information and were raised.
explanations given to us, the purchase or sale or
services or contracts aggregating to Rs. 50,000 or Application of short term funds:
more were made during the year with any party in According to the information and explanations given to us
respect of whom registers are maintained under and on an overall examination of the balance sheet of the
section 301 of the companies act, 1956. company, the company has applied long term funds for long
term uses.

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 38
Preferential Allotment: End Use of Public Issues:
The Company has not made preferential allotment of shares During the financial year the company did not raise any
to parties and companies covered under the register money by public issue.
maintained u/s 301 of the companies act, 1956.
Frauds:
Debenture Issued: According to the information and explanations given to us,
The company has not issued any debenture during the no fraud on or by the company has been noticed or reported
period covered by our audit. Accordingly clause 4(xix) of the during the year. As per our Report of Even Date attached
order is not applicable. Firm

for R.RAVINDRAN & ASSOCIATES


Registration No: 003222S
Sd/-
R.RAVINDRAN
Chartered Accountants
Proprietor
Place : Chennai Membership No 23829
Date : 21st May 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 39
SANRAA MEDIA LIMITED
New No 33/6, B.R.Complex,II Floor, C.P.Ramaswamy Road,Alwarpet,Chennai-600 018
BALANCE SHEET AS AT 31-03-2010

SCHEDULE 31-Mar-2010 31-Mar-2009

SOURCE OF FUNDS Rs. Rs.


Shareholders' Funds
Share Capital 1 1 19 61 00 000 53 16 00 000
Reserves & Surplus 2 16 35 68 209 74 76 13 084
1 35 96 68 209 1 27 92 13 084
Share Application Money 91 85 000
Loan Funds
Secured Loans 3 12 95 50 847 8 48 63 994
Unsecured Loans 4 4 72 638 10 58 334
13 00 23 485 8 59 22 328
Deferred Tax Liability 18 30 933 26 73 487
1 49 15 22 627 1 37 69 93 900
APPLICATION OF FUNDS
Fixed Assets 5
Gross Block 21 61 27 609 19 76 63 848
Less: Depreciation 10 65 04 835 6 69 15 546
Net Block 10 96 22 774 13 07 48 302
Capital work in Progress 35 11 42 710 34 74 00 000
46 07 65 484 47 81 48 302
Investments 6 65 97 00 064 65 92 00 000

Current Assets, Loans and Advances


Sundry Debtors 7 38 14 07 344 24 54 36 589
Cash & Bank Balances 8 9 33 318 3 79 14 619
Loans Advances 9 11 32 49 312 4 11 23 194
49 55 89 974 32 44 74 402
Less : Current Liabilities & Provisions
Current Liabilities 10 8 88 15 771 6 93 34 623
Provisions 11 4 01 69 223 1 93 98 378
12 89 84 994 8 87 33 001
Net current Assets 36 66 04 980 23 57 41 401

Miscelleaneous Expenditure 12 44 52 099 39 04 197


( to the extent not written off )
1 49 15 22 627 1 37 69 93 900
The Schedules referred to above, notes on accounts (Schedule -18) and the Significant Accounting
Policies annexed form an integral part of the Balance Sheet.

For and on behalf of the Board As per our Report of Even Date attached
For R .Ravindran & Associates
Chartered Accountants
Firm Registration No: 003222S
R .Ravindran
Proprietor
G. Sundaresan Uma Karthikeyan S.Arul Ganesh Membership No 23829
Chairman Executive Director Company Secretary Chennai, 21st May 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 40
SANRAA MEDIA LIMITED
New No 33/6, B.R.Complex,II Floor, C.P.Ramaswamy Road,Alwarpet,Chennai-600 018
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31-03-2010
SCHEDULE 31-Mar-2010 31-Mar-2009
Income Rs. Rs.
Sales and Services 13 66 65 80 370 43 75 77 742
Other Income 14 1 06 58 001 86 99 749

67 72 38 370 44 62 77 491
Expenditure
Personnel Cost 10 44 27 863 5 52 21 685
Administrative and Other Expenses 15 6 79 85 858 3 52 41 136
Content development expenses 34 49 66 172 24 79 00 831
Selling and Business Promotion Expenses 16 1 45 57 331 61 42 734
Finance Charges 17 1 39 45 182 1 22 38 599
Depreciation 3 95 89 289 2 76 82 928
58 54 71 695 38 44 27 913
Profit Before tax 9 17 66 675 6 18 49 578
Provision for Taxation
Current Tax 1 21 54 102 69 59 880
Deffered Tax (842 554) 14 108
Fringe Benefit Tax - 4 18 662
Profit After tax 8 04 55 127 5 44 56 928
Surplus brought forward form previous year 8 85 63 084 3 41 06 156
Profit Available for Appropriation 16 90 18 210 8 85 63 084
Appropriations
Bonus issue 54 50 000
Balance Carried over to Balance Sheet 16 35 68 210 8 85 63 084
16 90 18 210 8 85 63 084
Earning Per Share (Basic & Diluted) 0.07 0.17
The Schedules referred to above, notes on accounts (Schedule -18) and the Significant Accounting Policies
annexed form an integral part of the Profit and Loss account

For and on behalf of the Board


As per our Report of Even Date attached
For R .Ravindran & Associates
Chartered Accountants
Firm Registration No: 003222S
R .Ravindran
Proprietor
G. Sundaresan Uma Karthikeyan S.Arul Ganesh Membership No 23829
Chairman Executive Director Company Secretary Chennai, 21st May 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 41
SANRAA MEDIA LIMITED
Registered office: New No 33/6, B.R.Complex,II Floor, C.P.Ramaswamy Road,Alwarpet,Chennai-600 018
CASH FLOW STATEMENT FOR THE PERIOD ENDED 31.03.2010
Rs.
2009-10 2008-09
A. Cash flow from operating Activities
Profit for the year 91 76 66 75 61 84 95 78
Adjustments for
Depreciation 39 58 92 89 27 68 29 28
Miscellaneous expenses w/o 1 95 20 98 1 95 20 98
Interest Expenses 13 94 51 82 12 23 85 99
Provision for Expenses 8 61 67 43 7 07 35 81
Operating Income before working Capital Changes 155 86 99 87 110 79 67 84
Adjustments for
Increase / decrease in Trade and other receivables (13 59 70 755) (17 11 43 371)
Increase / decrease in Loans & Advances (7 21 26 118) (7004 116.)
Increase / decrease in Inventory
Increase / decrease in Trade paybles 194 81 147.83 297 14 785.
Cash inflow from operations (3 27 45 739) (3 76 35 918)
Interest Paid (1 39 45 182) (1 22 38 599)

Net cash from Operations A (466 90 921) (498 74 518)


B. Cash Flow from Investing Activities
Purchase of Fixed Assets (2 22 06 471) (40 89 45 993)
Investments (500 064.) (65 92 00 000)

Net Cash used in Ivesting Activities B (2 27 06 535) (106 81 45 993)


C. Cash flow from Financing Activites
Increase in term loans 44 10 11 57 59 47 11 75
Share application money (91 85 000)
Share capital & share Premium 1100 00 00 00
Dividend & Taxes paid (54 16 139)
Misc expenditure (25 00 000)
Net Cash from Financing Activites C 3 24 16 157 115 40 55 036
Net increase in cash and cash equivalents ( A+B+C ) (369 81 299) 36 03 45 26
Cash and Cash equivalents as at 1st April 09 37 91 40 81 1 87 95 55
Cash and Cash equivalents as at 31st March 10 93 33 18 37 91 40 81

For and on behalf of the Board


As per our Report of Even Date attached
For R .Ravindran & Associates
Chartered Accountants
Firm Registration No: 003222S
R .Ravindran
Proprietor
G. Sundaresan Uma Karthikeyan S.Arul Ganesh Membership No 23829
Chairman Executive Director Company Secretary Chennai, 21st May 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 42
SANRAA MEDIA LIMITED
Registered office: New No 33/6, B.R.Complex,II Floor, C.P.Ramaswamy Road,Alwarpet,Chennai-600 018
SCHEDULES FORMING PART OF THE ACCOUNTS 31-Mar-2010 31-Mar-2009
Schedule 1
Share Capital (Rs.) (Rs.)

Authorised Share Capital


125,00,00,000 Equity Shares of Rs. 1/- each 125 00 00 000 75 00 00 000
(Previous year 75,00,00,000 Equity Shares of Rs.1)

Issued , Subscribed and Paidup Capital


6 58 00 000 6 58 00 000
6,58,00,000 Equity Shares of Rs. 1/- each
(Previous year 65,80,000 Equity shares of
Rs. 10/- each)

20 00 00 000 20 00 00 000
20,00,00,000 Equity Shares of Rs. 1/- each
(2,00,00,000 Equity Shares of Rs.10/- each of
underlying Equity shares of the GDR
subdivided into 20,00,00,000 shares of Re.1/- each)

26 58 00 000 26 58 00 000
2,65,80,000 Equity Shares of Rs. 1/- each
through issue of bonus shares
(2,65,80,000 Equity Shares of Rs.10/- each of representing
bonus issue subdivided into 26,58,00,000 shares of Re.1/- each)

66 45 00 000
6,64,500000 Equity Shares of Rs. 1/- each
through issue of bonus shares
(66,45,00,000 Equity Shares of Rs.1/- each representing
bonus issue subdivided into 66,45,00,000 shares of Re.1/- each)

119 61 00 000 53 16 00 000


Schedule 2
Reserves & Surplus
Share Premium Account - 65 90 50 000
(Share Premium forfeited and utilised for Issue of Bonus Shares)
Profit and Loss Account 16 35 68 210 8 85 63 084
16 35 68 210 74 76 13 084
Schedule 3
Secured Loans
Bank overdraft 12 00 69 448 7 63 06 311
(Secured on receivables)
Hire Purchase Loans - Automobiles 43 80 494 31 94 677
(Secured on hypethecation of Automobiles)
Hire Purchase Loans - Equipments
(Secured on hypethecation of Equipments) 51 00 905 53 63 006
12 95 50 847 8 48 63 994
Schedule 4
Unsecured Loans
Kotak Mahindra Bank 10 58 334
Shriram City Union Finance Ltd 4 72 638
4 72 638 10 58 334

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 43
Sanraa Media Limited | Annual Report for the Financial Year 2009-10 44
SANRAA MEDIA LIMITED
Registered office: New No 33/6, B.R.Complex,II Floor, C.P.Ramaswamy Road,Alwarpet,Chennai-600 018
31-Mar-2010 31-Mar-2009
Schedule 6 (Rs.) (Rs.)
Investments
Investments in Foreign Companies 65 92 00 000 65 92 00 000
Investments in Subsidary
Sanraa Global Greeen Energy Limited 5 00 000
G4 Infocom Pte Ltd 64
65 97 00 064 65 92 00 000
Schedule 7
Sundry Debtors
(Unsecured considered good at for which the
Company holds no secuity other than Debtor's
personal security)
Debts due for more than six months 5 58 08 324 5 10 51 313
Other Debts 32 55 99 020 19 43 85 276
38 14 07 344 24 54 36 589
Schedule 8
Cash and Bank Balances
Cash in Hand 52 560 19 28 007
Bank balance with Scheduled Banks 8 80 757 3 59 86 612
in Current Accounts
9 33 318 3 79 14 619
Schedule 9
Loans, Advances & Deposits
(Unsecured, Considered good)
Deposits with Government Authorities 2 43 808 1 12 458
Other Deposits 2 54 250 15 300
Rental deposits 63 60 670 36 91 000
Advances Recoverable in Cash / Kind 10 63 90 584 3 72 51 287
TDS Receivable - 53 149
11 32 49 312 4 11 23 194
Schedule 10
Current Liabilities
Sundry Creditors
- Creditors for Capital Goods 18 02 672 31 88 703
- Creditors for Expenses 3 05 35 173 3 98 41 731
- Creditors for Others 3 85 22 532 1 56 89 990
- Advance for Projects 69 85 511 62 77 122
Other liabilities
Statutory Dues 1 09 69 884 43 37 077
8 88 15 771 6 93 34 623
Schedule 11
Provisions
Provision for Taxation 2 44 78 899 1 23 24 797
Provision for Expenses 1 56 90 324 70 73 581
4 01 69 223 1 93 98 378

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 45
SANRAA MEDIA LIMITED
Registered office: New No 33/6, B.R.Complex,II Floor, C.P.Ramaswamy Road,Alwarpet,Chennai-600 018
SCHEDULES FORMING PART OF THE ACCOUNTS
31-Mar-2010 31-Mar-2009
Schedule 12 (Rs.) (Rs.)
Miscellaneous Expenditure
(to the extent not written off or adjusted) 39 04 197
Miscellaneous Expenditure
Software Development Expenses 19 52 099
Preliminary Expenses - Fee for capital increase 25 00 000
44 52 099 39 04 197
Schedule 13
Sales / service
Export Sales 64 15 25 370 25 60 13 984
Service 2 50 55 000 18 15 63 758
66 65 80 370 43 75 77 742
Schedule 14
Other Income
Scrap Sales 8 070 1 11 223
Gratuity Excess Provision Written Off 3 67 288
Foeign currency fluctuation income 1 46 677 82 88 526
Provision Written Back 8 42 360
Insurance Claim 77 945
Interest 7 428
Miscellaneous Income 23 232
Lapsed Share Warrants 91 85 000
Franchise Fee 3 00 000
1 06 58 001 86 99 749

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 46
SANRAA MEDIA LIMITED
Registered office: New No 33/6, B.R.Complex,II Floor, C.P.Ramaswamy Road,Alwarpet,Chennai-600 018
SCHEDULES FORMING PART OF THE ACCOUNTS
31-Mar-2010 31-Mar-2009
Schedule 15
Adminstrative and Other Expenses
AGM/EGM Expenses 2 41 790 3 42 995
Rent, Rates & Taxes 2 00 91 597 88 60 780
Communication Expenses 19 26 897 20 11 848
Travelling & Conveyance 52 08 838 12 25 333
Miscellaneous Expenses Write Off 19 52 098 19 52 098
Printing Stationary 7 25 530 11 85 366
Electricity Charges 58 32 103 32 90 977
Repairs & Maintenance 76 11 889 15 68 785
Staff Welfare Expenses 31 79 575 11 40 748
Audit Fee 4 00 000 3 72 406
Legal Expenses 3 68 125 2 39 267
Professional and Consultancy Charges 1 03 93 785 95 93 893
Bad debts written off 1 20 129
Registrations & Renewals 2 64 227
Security charges 5 92 518 4 93 500
Listing Fees 4 34 556 1 95 239
Insurance & Freight Charges 7 00 281 1 58 309
Postage & Telegrams 1 07 803 3 05 708
Loss on Exchange 1 88 379 2 27 646
Lead Manager Fees 19 76 000
Other Administrative expenses 56 69 737 20 76 238
6 79 85 858 3 52 41 136
Schedule 16
Selling and Business Promotion Expenses
Advertisement and Publicity 13 08 462 10 77 013
Business Promotion Expenses 94 97 566 14 65 007
Commission on Sales and Services 12 91 105
Travelling and Conveyance Expenses 37 51 303 23 09 609
1 45 57 331 61 42 734
Schedule 17
Finance Charges
Interest on loans 1 38 59 218 58 43 504
Processing Fees (Bank Charges) 85 964 13 45 265
L C Interest and handling Charges 49 11 023
Bank Charges 1 38 807
1 39 45 182 1 22 38 599

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 47
SCHEDULE – 18
NOTES TO ACCOUNTS FORMING PART OF CONSOLIDATED ACCOUNTS FOR THE YEAR ENDED 31.03.2010

1. SIGNIFICANT ACCOUNTING POLICIES


1.1 Basis of Preparation
The Financial statements have been prepared on the historical cost convention on going concern basis, in accordance
with Generally Accepted Accounting Principles, the relevant provisions of the Companies Act, 1956 complying in all
materials respects with the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India.
The company generally follows the mercantile system of accounting and recognizes income and expenditure on accrual
basis.

1.2 Use of Estimates


The preparation of the financial statement in conformity with the GAAP requires that the management makes estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities as at the date
of financial statements, and the reported amounts of revenue and expenses during the reported year. Examples of such
estimate include estimated useful life of fixed assets. Actual results could differ from those estimates.

1.3 Principles of Consolidation


The consolidated financial statements relate the company (Sanraa Media Limited) and its Subsidiaries (Sanraa Global
Green Energy Limited and G4 Infocom Pte Ltd). The consolidated financial statements have been prepared on the
following basis:
(i) The Financial statements of the Company and its subsidiaries are combined on a line by line basis, by adding the
like items of assets, liabilities, income and expenses after fully eliminating intra group balances and intra group
transactions resulting in unrealized profit or losses in accordance with the Accounting standard (AS – 21)
“Consolidated Financial Statements”

(ii) The Company does not have minority shareholders therefore there is no need to disclose the adjustment of
minority interest share of net profit or loss against income of the company and also the share of net assets as a
separate item from liabilities in the consolidated Balance Sheet.

(iii) The Consolidated Financials statements are prepared using uniform Accounting policies for like transactions and
other events in similar circumstances and are presented in the same manner as the stand alone financial
statement of the Company

(iv) Investments other than in subsidiary are accounted as per AS 13 “ Accounting for Investments”

(v) Previous year figures have not been indicated in the absence of Holding-subsidiary relationship.

1.4 Fixed Assets


Fixed assets are stated at historical cost after reducing accumulated depreciation until the date of the Balance Sheet.
Direct costs are capitalised until the assets are ready for use and include financing costs relating to borrowing attributable
to acquisition.
Software (asset) represents the capitalised cost of expenditures such as rent, salaries, power, relevant overheads and
test marketing expenses incurred in the earlier years towards the development of software’s.
Goodwill represents the difference between the purchase price and the book value of assets and liabilities acquired.
IPRS represent the cost of acquisition of film distribution rights.

1.5 Depreciation
Depreciation is recognised only in respect of Fixed Assets put to use.

Individual assets acquired for less than Rs 5000/- are entirely depreciated in the year of acquisition.

Depreciation on other Fixed Assets have been provided on written down value on a pro rata monthly basis at the rates
specified in Schedule XIV of the companies Act, 1956.

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 48
Intangible assets such as software and goodwill are amortised over the estimated useful life of the assets determined by
the management.

1.6 Revenue recognition


Animation development service revenue is recognized on proportionate completion method on the total value of the
contracts.
Revenue from animation academy and E-learning are recognized proportionate to the period of instruction.
Income from Media trading activity is recognized upon execution of agreements for sale and purchase.

1.7 Foreign currency transactions


Foreign Currency transaction arises on account of export of software services.
The transactions on export of services are recorded as per the rates prevailing on the date of rendering services.
Exchange differences arising upon collection from such transactions are charged or credited to the profit and loss
account.

1.8 Retirement Benefits


The contribution payable by the company to Provident Fund is charged to revenue. The liability for Gratuity to employees
as at the Balance Sheet date is determined on the basis of actuarial valuation using Projected Unit Credit method The
liability thereof paid/payable is absorbed in the accounts. The actuarial gains/losses are recognized in the Profit and Loss
Account.

1.9 Miscellaneous expenditure


The company has accumulated in the earlier years Research and Development expenses on software as miscellaneous
expenditure (Assets).
The company has written off such expenditure on straight line method, in proportion to the period of its utility estimated
by the management.

1.10 Taxes on Income


Current tax is the amount of tax payable on the taxable income for the year and determined in accordance with provisions
of the income tax act, 1961.
Deferred tax is recognized, on timing differences, being the difference between taxable incomes and accounting income
computed using the tax rates and the laws that have been enacted or substantively enacted as of the Balance sheet date.
Deferred tax assets are recognized only if there is a virtual certainty that there will be realized and reviewed for the
appropriateness of their carrying values at each Balance sheet date.

1.11 Provisions, Contingent Liabilities and Contingent Assets


A provision is recognized when there is a present obligation as a result of past vents and it is probable that an outflow of
resources will be required to settle the obligations, in respect of which a reliable estimate can be made. Provisions are not
discounted to its present value and are determined based on best estimate required to settle the obligation at the balance
sheet date. These are reviewed at each balance sheet and adjusted to reflect the current best estimates.
Contingent Liability is disclosed for possible obligation which will be confirmed only by future events not wholly within the
control of the company (or) Present obligation arising from past events where it is not probable that an outflow of
resources will be required to settle the obligation or reliable estimate of the amount of obligation cannot be made.
Contingent asset not recognized in the financial statements since this may result in the recognition of income that may
never be realized.

1.12 Interim Financial Reporting


The company has adopted in the preparation of interim financial statements, the accounting policies, consistent with
those of the annual financial statements.

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 49
2. NOTES TO ACCOUNTS

2.1. Changes in Capital Structure

(a) Increase in Authorised Share Capital


Pursuant to the approval of shareholders in an Extra Ordinary General Meeting (EGM), the authorized share capital
of the Company has been increased from Rs. 75,00,00,000 (divided into 75,00,00,000 equity shares of Re. 1 each)
to Rs. 125,00,00,000 (divided into 125,00,00,000 equity shares of Re. 1 each).

(b) Issue of Bonus Shares


The Company has allotted 66,45,00,000 bonus shares of Re.1/- each as fully paid up by captalising Share
Premium to the extent of 65,90,50,000 and by appropriation of reserves and surplus to the extent of
Rs.54,50,000 to its existing share holders in the ratio of Five Shares for every Four shares held.

2.2. Software Technology Parks Scheme


The company has setup at Chennai, a hundred percent export oriented unit under the Software Technology Park
Scheme (STPI). Another unit was set up at Perungudi during June 2009. The company has availed tax exemption on
such scheme in accordance with the provision of the income tax Act, 1961.

2.3. Secured Loans


Bank Overdrafts are secured on the receivables and further on the properties of the Directors.

2.4. Receivables
Periodically the company evaluates all the customer dues to the company for collectibles and suitable provision is made
based on various factors including experience of the company, ability of the customer and other factors which could
affect the customers’ ability to settle.

2.5. Leased Assets


The company has entered into operating lease arrangements for office and production premises, subject to the mutual
agreement between the lessor and lessee under cancelable operating lease agreements that are renewable on a periodic
basis at the option of the lessor and the lessee. Lease rentals are recognised as expenses on accrual basis in the profit
and loss account.

2.6. Earning per share


Basic earnings (loss) per share are calculated as enumerated in Accounting Standard 20 on Earnings per Share,
paragraph 5, by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average
number of equity shares outstanding as on the Balance Sheet date. In the absence of debts instruments or share
warrants or other options the potential equity shares are nil and hence diluted EPS does not arise.

2009-10
Net Profit for the year (Rs.) 8, 04, 50, 183

Weighted Average Number of Equity Shares Outstanding during the year 119, 61, 00, 000

Basic Earnings per Share on (Rs.)


0.07
weighted Average

Face value per share (Rupees) 1.00

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 50
2.7. Deferred Tax Liability
Break up of Net Deferred Tax Liability is as under 31-03-2010
Deferred Tax Asset (A) NIL

Deferred Tax Liability arising out of Timing Difference Relating to :

1. Depreciation (B) 18,30,933

Net Deferred Tax Liability (A-B) -(18,30,933)

2.8. Managerial Remuneration


2009 - 10
Permissible Managerial Remuneration
Profit before tax 9, 17,61,731
Add Directors’ Remuneration 43, 35,562
Profits for the purpose of
Managerial remuneration 9, 60,97,293
Maximum Remuneration
Payable (10 % thereon) 96,09,729
Remuneration Paid to Managerial Personal
Mr. A.Venkatramani 9,00,000
Mrs. Uma Karthikeyan (Executive Director) 18,30,245
Mr. Sukumar Subramanian (Executive Director) 16,05,317
Total Managerial Remuneration paid 43, 35,562

2.9. Remuneration to Statutory Auditors


2009 - 10
( in Rs.)
Statutory Audit fee 1,32,500
Tax Audit 50,000
Certification 25,000
Service tax 21,493

2.10. Quantitative Particulars


Company is engaged in the development of application software. The production and sales of such software cannot be
expressed in any generic unit. Hence it is not possible to give quantitative details of sales and certain information as
required under paragraph 3, 4C, and 4D of Part II or Schedule VI of the Companies Act, 1956.The Company did not carry
inventory at the year end.

2.11. Segment Reporting


The accounting policies adopted for segment reporting are in line with the accounting policies of the Company.
a) Revenue and expenses have been identified to segments on the basis of their relationship to the operating
activities of the segment. Revenue and expenses, which relate to the enterprises as a whole and are not allocable
to segments on a reasonable basis, have been included under unallowable corporate expenses.

b) Investments, advance towards investments and other advances, which are not allocable to segments, are
excluded from segment capital employed.

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 51
Segment Capital Employed Turnover Profit
Entertainment & Electronic Media 9,936.78 5695.23 903.20

E – Learning 5,122.00 970.57 153.92

Total 15,058.78 6,665.80 1,057.12

2.12. Accounting Period


The accounting period is twelve months from 01.04.2009 to 31.03.2010 for Sanraa Media Limited and its subsidiaries
Sanraa Global Green Energy Limited from 22.09.2009 to 31.03.2010, G4 Infocom Pte Ltd from 15.04.2009 to
31.03.2010

2.13. Managerial assertions


No amount is due to Small Scale Ancillary Industrial Undertakings.
In the opinion of the Board of Directors, the Current Assets, Loans and Advances shown are of the approximate value, if
realized, in the ordinary course of business and adequate provisions are made for all known liabilities.

Debit and Credit balances are subject to confirmation or reconciliation.


Expenditure incurred on employees in receipt of remuneration of not less than Rs. 24 lakhs per annum, where employed
throughout the period or not less than Rs. 2,00,000/- per month, where employed for a part of the period is NIL.

2.14. Contingent Liabilities


Income tax Rs.16,67,632/ in appeal before CIT & ITAT from 31-03-2008.

2.15. Cash Flow Statement


Consolidated Cash Flow Statement is enclosed.

For and on behalf of the Board


As per our Report of Even Date attached
For R .Ravindran & Associates
Chartered Accountants
Firm Registration No: 003222S
R .Ravindran
Proprietor
G. Sundaresan Uma Karthikeyan S.Arul Ganesh Membership No 23829
Chairman Executive Director Company Secretary Chennai, 21st May 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 52
BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE
(As per Schedule VI, Part IV of the Companies Act, 1956)

I. Registration Details
Registration No 31194 State Code 18

Balance Sheet Date` 31.03.2010

II. Capital raised during the year (Amount in Rs. Thousands)


Public Issue Nil Bonus Issue 664500

Rights Issue NIL Private Placement NIL

III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)


Total Liabilities 1491522 Total Assets 1491522

Sources of Funds
Paid up Capital 1196100 Reserves & Surplus 163568

Secured Loans 129550 Unsecured Loans 473

Deferred Tax Liability 1831 Share Application Money

Application of Funds
Net Fixed Assets 109623 investments 659700

Net Current Assets 3666605 Misc. Expenditure 4452

Accumulated Losses Nil Capital Work-In-Progress 351142

IV. Performance of Company (Amount in Rs. Thousands)


Turnover 677238 Total Expenditure 585472

Profit/Loss before Tax 91767 Profit/Loss After Tax 80455

Earnings per Share in Rs. 0.07 Dividend Rate %

V. Generic Names of Three Principal Products / Services of Company (as per monetary terms)
Item Code No (ITC Code) --------

Product Description Production of Animation content, computer technology oriented games and other
new media Technology services

For and on behalf of the Board


As per our Report of Even Date attached
For R .Ravindran & Associates
Chartered Accountants
Firm Registration No: 003222S
R .Ravindran
G. Sundaresan Uma Karthikeyan S.Arul Ganesh Proprietor
Chairman Executive Director Company Secretary Membership No 23829
Chennai, 21st May 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 53
8. G4 INFOCOM PTE. Ltd
STAND ALONE FINANCIALS

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 54
G4 INFOCOM PTE. LTD.
(Formerly known as Prime Leap Holding Pte.Ltd.)
(A wholly owned subsidiary of Sanraa Media Limited)
BALANCE SHEET AS AT 31 MARCH 2010
31-Mar-10 31-Mar-10
(In Sing $) (In Rs.)

ASSET

Current assets:

Cash and Cash equivalent 447.59 14 397

Total assets 447.59 14 397

LIABILITIES AND EQUITY

Current liabilities:

Other payables 599.30 19 276

Total current liabilities 599.30 19 276

Capital and reserves:

Isued capital 2.00 64

Accumulated losses (153.71) (4 944)

Total equity/(Capital deficiency) (151.71) (4 880)

Total liabilities and equity 447.59 14 397

The financial statements are reported in Singapore Currency and converted into Indian Currency as on March 31st , 2010
at an uniform rate of Rs. 32.1646/- per Sing $

For and on behalf of the Board


As per our Report of Even Date attached
For R .Ravindran & Associates
Chartered Accountants
Firm Registration No: 003222S
R .Ravindran
Proprietor
Sukumar Subaramanian Uma Karthikeyan Membership No 23829
Director Director Chennai, 21st May 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 55
G4 INFOCOM PTE. LTD.
(Formerly known as Prime Leap Holding Pte.Ltd.)
(A wholly owned subsidiary of Sanraa Media Limited)
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH 2010
15-Apr-09 15-Apr-09
to to
31-Mar-10 31-Mar-10
(In Sing $) (In Rs.)
Revenue
Other Income - -
Administrative expenses 153.71 4 944
Profit/(loss) before Income tax (153.71) (4 944)
Income tax expenses - -
Profit/(Loss) for the period (153.71) (4 944)
Other comprehensive income - -
Total comprehensive Income for the period (153.71) (4 944)

For and on behalf of the Board


As per our Report of Even Date attached
For R .Ravindran & Associates
Chartered Accountants
Firm Registration No: 003222S
R .Ravindran
Proprietor
Sukumar Subaramanian Uma Karthikeyan Membership No 23829
Director Director Chennai, 21st May 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 56
9. Sanraa Global Green Energy Limited
STAND ALONE FINANCIALS
Sanraa Media Limited | Annual Report for the Financial Year 2009-10 57
AUDITORS’
REPORT
To
The Shareholders of SANRAA GLOBAL GREEN ENERGY LIMITED

We have audited the attached Balance Sheet of SANRAA GLOBAL GREEN ENERGY LIMITED as at 31st March 2010
and Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements
based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion. As required by the Companies (Auditor’s Report) Order, 2003 (CARO,
2003) issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the
annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

1. Further to our comments in the Annexure referred to in paragraph I above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the
purposes of our audit;

(ii) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our
examination of those books;

(iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards
referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March 2010, and taken on record by the Board
of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in
terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of my information and according to the explanations given to us, the said accounts give the
information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India subject to:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010;
b) in the case of the Profit and Loss Account, of the Loss for the year ended on that date;

As per our Report of Even Date attached

For R .Ravindran & Associates


Chartered Accountants
Firm Registration No: 003222S

R. Ravindran
Proprietor
Membership No 23829
Chennai, 21st May 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 58
THE ANNEXURE REFERRED TO IN PARA 3 OF THE AUDITORS’ REPORT TO THE MEMBERS OF SANRAA
GLOBAL GREEN ENERGY LIMITED FOR THE YEAR ENDED 31ST MARCH 2010.

1. Maintenance of Fixed Assets Register


The Company did not carry fixed Assets during the year.

2. Verification & Valuation of Inventory


According to the information and explanation given to us, the Company did not carry inventory at any time during the year.

3. Giving / Accepting Loan to / from Companies u/s. 301


The Company has not granted any secured or unsecured loans during the year to Companies listed in the Register
maintained under Section 301 of the Companies Act, 1956.
The Company has taken loan from companies, firms or other parties listed in the register maintained under Section 301 of
the Companies Act, 1956.

4. Internal Control Adequacy


In our opinion and according to the information and explanations given to us, there are adequate internal control
procedures commensurate with the size of the company and the nature of its business with regard to purchase of fixed
assets and purchase and sale of goods. During the course of audit, we found that, the company did not carry any
business operations.

5. Entry in the Register u/s. 301


I. According to the information and explanations given to us, we are of the opinion that the transactions that
need to be entered into the Register maintained under section 301 of the Companies Act, 1956 have been so
entered by the company during the year.

II. In our opinion and according to the information and explanations given to us, services and sales made in
pursuance of contracts or agreements entered in the registers maintained under section 301 of the
Companies Act 1956 and aggregating during the period to Rs. 500000/- or more made in respect of each
party, the prices for such services and sales are reasonable having regard to the prevailing market prices at
the relevant date.

6. Deposits from Public


The Company has not accepted any deposits from the public under section 58A of the Companies Act.

7. Internal Audit
In our opinion, the paid up capital and reserves of the company does not exceed Rs. 50,00,000 or the turnover for the
three years immediately preceding the previous year does not exceed Rs. 5 crores; hence the system of internal audit
does not arise.

8. Maintenance of Cost Records


The Provision of Section 209(1)(d) of the companies Act, 1956 regarding maintenance of Cost Records is not applicable
to the company.

9. Undisputed tax dues


There are no undisputed amounts payable in respect of Wealth Tax, Sales Tax, Customs Duty and Excise duty as on 31 st
March 2010 outstanding for a period of more than six months from the date on which they became payable.

10. Net worth


The company has not commenced business operations and the losses have not eroded the net worth of the company

11. Loans from Financial Institutions


The company has not borrowed funds from Banks or Financial institutions.

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 59
12. Advancing loans or securities
According to the information and explanation given to us, the Company has not granted loans and advances on the basis
of security by way of pledge of shares, debentures and other securities. Accordingly clause (xii) is not applicable.

13. Chit or Nidhi Company


The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore the provisions of clause (xiii) of the
Companies (Auditor’s Report) Order 2003 are not applicable to the company.

14. Trading in Shares


The Company has not dealt in trading in shares and other investments during the year under review.

15. Corporate Guarantees


According to the information and explanations given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions. Accordingly clause (xv) of the Order is not applicable.

16. Defaulting on Borrowals


According to the information and explanation given to us, the Company has not taken term loan during the year hence
clause (Xvi) of the Order is not applicable.

17. Application of Short-term funds


According to the information and explanations given to us and on an overall examination of the balance sheet of the
company, the company has not raised funds on short-term basis and applied for long term uses.

18. Preferential Allotment


The Company has not made any preferential allotment of shares to parties and companies covered in the Register
maintained under section 301 of the Act.

19. Issue of Debenture


According to the information and explanation given to us, the company has not issued any debenture during the period
covered by our audit. Accordingly clause 4(xix) of the order is not applicable.

20. Frauds
According to the information and explanations given to us, no fraud on or by the company has been noticed or reported
during the year.

As per our Report of Even Date attached

For R .Ravindran & Associates


Chartered Accountants
Firm Registration No: 003222S

R.Ravindran
Proprietor
Membership No 23829
Chennai, 21st May 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 60
SANRAA GLOBAL GREEN ENERGY LIMITED
No.1, Whites Road, Royapettah, Chennai - 600 014
BALANCE SHEET AS AT 31ST MARCH 2010
SOURCE OF FUNDS Schedule 31-Mar-10

Rs.

Shareholders' Funds

Capital 1 5 00 000

Loans

Unsecured Loan 2 2 05 056

7 05 056

APPLICATION OF FUNDS

Current Assets, Loans and Advances

Cash & Bank Balances 3 5 000

5 000

Less: Current Liabilities & Provisions 4 8 273

Net Current Assets (3 273)

Miscellaneous Expenditure (to the

extent not written off or adjusted) 5 7 08 329

7 05 056

Notes to Accounts 6

The schedules referred to above and the notes form an integral part of the balance sheet

For and on behalf of the Board


As per our Report of Even Date attached
For R .Ravindran & Associates
Chartered Accountants
Firm Registration No: 003222S

R .Ravindran
Proprietor
Sukumar Subaramanian Uma Karthikeyan Membership No 23829
Director Director Chennai, 21st May 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 61
SANRAA GLOBAL GREEN ENERGY LIMITED
SCHEDULES FORMING PART OF THE ACCOUNTS
31-Mar-10

Schedule 1 Share Capital Rs.

Authorised Share Capital

5,00,000 Equity Shares of Rs. 10/- each 50 00 000

Issued and Subscribed and paid up Capital

50,000 Equity Shares of Rs. 1/- each 5 00 000

5 00 000

Schedule 2 Unsecured Loan

Sanraa Media Limited 2 05 056

2 05 056

Schedule 3 Cash and Bank Balances

Cash in Hand 5 000

5 000

Schedule 4 Current Liabilities

Provisions

Audit Fee Payable 8 273

8 273

Schedule 5 Miscellaneous Expenses

(to the extent not written off or adjusted )

Prelimnary expenses 1 57 451

Less : written off 31 490

1 25 961

Pre-operative expenses 5 82 368

7 08 329

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 62
SANRAA GLOBAL GREEN ENERGY LIMITED
Regd. Office: No.1, Whites Road, Royapettah, Chennai – 600 014

Schedule 6

NOTES FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31.03.2010

Significant Accounting Policies


The Financial statements have been prepared under the historical cost convention method and comply with all material
aspects of accounting standards of ICAI and the Provisions of the companies Act, 1956 to the extent they are applicable

The company recognizes expenditure on accrual basis.

The company has written off preliminary expenses over a period of five years

Notes to Accounts
During the year, the Company was incorporated as wholly owned subsidiary of M/s. Sanraa Media Limited.

The accounting year of the company commences from December 22, 2009 to March 31, 2010. Since inception, the
company did not carry any transactions or business operations.

Remuneration to Auditor

Auditor’s Remuneration 2009-10


Statutory Audit Fees 7 500
Service Tax 773
Total 8 273

Schedules referred therein form an integral part of the Balance sheet.


Contingent Liability is NIL

For and on behalf of the Board


As per our Report of Even Date attached
For R .Ravindran & Associates
Chartered Accountants
Firm Registration No: 003222S
R .Ravindran
Proprietor
Sukumar Subaramanian Uma Karthikeyan Membership No 23829
Director Director Chennai, 21st May 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 63
10. DETAILS OF
CONSOLIDATED FINANCIALS

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 64
AUDITORS’
REPORT
To
The Shareholders of Sanraa Media Limited

We have audited the attached Balance Sheet of Sanraa Media Limited as at 31st March 2010 and Profit and Loss
Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
I. As required by the Companies (Auditor’s Report) Order, 2003 (CARO, 2003) issued by the Company Law Board in
terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.

II. Further to our comments in the Annexure referred to in paragraph I above, we report that:

III. We have obtained all the information and explanations, which to the best of our knowledge and belief were
necessary for the purposes of our audit;

IV. In our opinion, proper books of accounts as required by law have been kept by the company so far as appears
from our examination of those books;

V. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of
account;

VI. In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

VII. On the basis of written representations received from the directors, as on 31st March 2010, and taken on record by
the Board of Directors, we report that none of the directors is disqualified as on 31st March 2009 from being
appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

VIII. In our opinion and to the best of my information and according to the explanations given to us, the said accounts
give the information required by the Companies Act, 1956, in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in India subject to:
a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010;

b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the Cash Flows of the Company for the year ended on that date.

As per our Report of Even Date attached

For R. Ravindran & Associates


Chartered Accountants
Firm Registration No: 003222S
R .Ravindran
Proprietor
Membership No 23829
Chennai, 21st May 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 65
THE ANNEXURE REFERRED TO IN PARA 3 OF THE AUDITORS’ REPORT TO THE MEMBERS OF SANRAA
MEDIA LIMITED FOR THE YEAR ENDED 31ST MARCH 2010.
any party in respect of whom registers are
1) Fixed Assets: maintained under section 301 of the companies
The Company has maintained proper records to act, 1956.
show full particulars including quantitative details and
situation of fixed assets.
6) Deposits from the Public:
All the fixed assets have been physically verified by The Company has not accepted any deposits from the
the management during the year, which in our public under section 58A of the Companies Act.
opinion is reasonable having regard to the size of the
company and nature of its business. No material
discrepancy was noticed on such verification. 7) Internal Audit System:
The Company has internal audit system commensurate
The Company has not disposed off substantial part with its size.
of its fixed assets during the year.

2) Inventory: 8) Cost Records:


The Company does not carry inventory, hence The Provision of Section 209(1) (d) of the companies Act,
verification and valuation of inventory does not arise. 1956 regarding maintenance of Cost Records is not
applicable to the company.

3) Loans granted/ taken by the company: 9) Statutory Dues:


The Company has not granted any secured or There are no undisputed amounts payable in respect of
unsecured loans during the year to Companies listed Wealth Tax, Sales Tax, Customs Duty and Excise duty as
in the Register maintained under Section 301 of the on 31st March 2010 outstanding for a period of more than
Companies Act, 1956. six months from the date on which they became payable.
The company has income tax liability of Rs.1,23,24,797/
The Company has not taken any loans from
for the earlier years
companies, firms or other parties listed in the register
maintained under Section 301 of the Companies Act,
1956. 10) Absence of accumulated losses:
The Company has no accumulated losses. The Company
4) Internal Control over purchase of inventory and has not incurred cash losses during the financial year
fixed assets and for sale of goods: covered by our audit and the immediately preceding
In our opinion and according to the information and financial year.
explanations given to us, there are adequate internal
control procedures commensurate with the size of the
company and the nature of its business with regard to
11) Default in financial dues:
purchase of fixed assets and purchase and sale of goods. The company has not defaulted in repayment of dues to
During the course of audit, we have not observed any banks and financial institutions.
continuing failure to correct major weaknesses in internal
controls.
12) Granting of Loans on the security of shares:
The Company has not granted loans and advances on
5) Transactions with parties listed under section the basis of security by way of pledge of shares,
301 of the companies act, 1956: debentures and other securities. Accordingly clause (xii)
a. According to the information and explanations is not applicable.
given to us, we are of the opinion that the
transactions that need to be entered into the
Register maintained under section 301 of the 13) Chit Funds, Nidhi, Mutual Benefit Funds,
Companies Act, 1956 have been so entered. Societies:
b. In our opinion and according to the information The Company is not a chit fund or a nidhi/mutual benefit
and explanations given to us, the purchase or fund/society. Therefore the provisions of clause (xiii) of
sale or services or contracts aggregating to Rs. the Companies (Auditor’s Report) Order 2003 are not
50,000 or more were made during the year with applicable to the company.

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 66
14) Dealing/ trading of shares and other 18) Preferential Allotment:
instruments: The Company has not made preferential allotment of
The Company has not dealt in trading in shares. shares to parties and companies covered under the
register maintained u/s 301 of the companies act, 1956.

15) Guarantees for Loans:


According to the information and explanations given to us, 19) Debenture Issued:
the Company has not given any guarantee for loans taken The company has not issued any debenture during the
by others from banks or financial institutions. Accordingly period covered by our audit. Accordingly clause 4(xix) of
clause (xv) of the Order is not applicable. the order is not applicable.

16) End use of term loans:


The loan funds were applied for the purpose for which 20) End Use of Public Issues:
they were raised. During the financial year the company did not raise any
money by public issue.

17) Application of short term funds:


According to the information and explanations given to us 21) Frauds:
and on an overall examination of the balance sheet of the According to the information and explanations given to us,
company, the company has applied long term funds for no fraud on or by the company has been noticed or
long term uses. reported during the year.

As per our Report of Even Date attached

For R .Ravindran & Associates


Chartered Accountants
Firm Registration No: 003222S

R .Ravindran
Proprietor
Membership No 23829
Chennai, 21st May 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 67
CONSOLIDATED BALANCE SHEET OF SANRAA MEDIA LIMITED AND ITS SUBSDIDIARIES
SANRAA GLOBAL GREEN ENERGY LIMITED AND G4 INFOCOM PTE LTD AS AT MARCH 31, 2010
SCHEDULE 31-Mar-2010
SOURCE OF FUNDS Rs.
Shareholders' Funds
Share Capital 1 1 19 61 00 000
Reserves & Surplus 2 16 35 63 266
1 35 96 63 266
Share Application Money

Loan Funds
Secured Loans 3 12 95 50 847
Unsecured Loans 4 4 72 638
13 00 23 485
Deferred Tax Liability 18 30 933
1 49 15 17 684
APPLICATION OF FUNDS
Fixed Assets
Gross Block 21 61 27 609
Less: Depreciation 10 65 04 835
Net Block 5 10 96 22 774
Capital work in Progress 35 11 42 710
46 07 65 484
Investments 6 65 92 00 000
Current Assets, Loans and Advances
Sundry Debtors 7 38 14 07 344
Cash & Bank Balances 8 9 52 715
Loans Advances 9 11 30 44 256
49 54 04 315
Less : Current Liabilities & Provisions
Current Liabilities 10 8 88 35 047
Provisions 11 4 01 77 496
12 90 12 543
Net current Assets 36 63 91 772
Miscelleaneous Expenditure 12 51 60 428
( to the extent not written off )
1 49 15 17 684

The Schedules referred to above, notes on accounts (Schedule -18) and the Significant Accounting Policies annexed form an integral part
of the Balance Sheet
For and on behalf of the Board As per our Report of Even Date attached
For R .Ravindran & Associates
Chartered Accountants
Firm Registration No: 003222S
R .Ravindran
Proprietor
G.Sundaresan Uma Karthikeyan S.Arul Ganesh Membership No 23829
Chairman Executive Director Company Secratary Chennai, 21st May 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 68
CONSOLIDATED PROFIT AND LOSS ACCOUNT OF SANRAA MEDIA LIMITED AND ITS SUBSDIARIES
FOR THE YEAR ENDED MARCH 31, 2010, CONSOLIDATED FOR SANRAA MEDIA LIMITED FOR THE WHOLE YEAR,
FOR THE PERIOD DECEMBER 22, 2009 TO MARCH 31, 2010 OF SANRAA GLOBAL GREEN ENERGY LIMITED,
FOR THE PERIOD APRIL 15, 2009 TO MARCH 31, 2010 OF G4 INFOCOM PTE LTD
SCHEDULE 31-Mar-2010
Income Rs.
Sales and Services 13 66 65 80 370
Other Income 14 1 06 58 001
67 72 38 370
Expenditure
Personnel Cost 10 44 27 863
Administrative and Other Expenses 15 6 79 85 858
Content acquisition expenses 34 49 66 172
Selling and Business Promotion Expenses 16 1 45 57 331
Finance Charges 17 1 39 50 126
Depreciation 3 95 89 289
58 54 76 639
Profit Before tax 9 17 61 731
Provision for Taxation
Current Tax 1 21 54 102
Deffered Tax (842 554)
Fringe Benefit Tax -
Profit After tax 8 04 50 183
Surplus brought forward form previous year 8 85 63 084
Profit Available for Appropriation 16 90 13 266
Appropriations
Bonus issue 54 50 000
Balance Carried over to Balance Sheet 16 35 63 266
16 90 13 266
Earning Per Share (Basic & Diluted) 0.07

The Schedules referred to above, notes on accounts (Schedule -18) and the Significant Accounting Policies
annexed form an integral part of the Profit and Loss account

For and on behalf of the Board


As per our Report of Even Date attached
For R .Ravindran & Associates
Chartered Accountants
Firm Registration No: 003222S
R .Ravindran
Proprietor
G.Sundaresan Uma Karthikeyan S.Arul Ganesh Membership No 23829
Chairman Executive Director Company Secretary Chennai, 21st May 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 69
CONSOLIDATED CASH FLOW STATEMENT OF SANRAA MEDIA LIMITED AND ITS SUBSDIARIES
FOR THE YEAR ENDED MARCH 31, 2010, CONSOLIDATED FOR SANRAA MEDIA LIMITED FOR THE WHOLE YEAR,
FOR THE PERIOD DECEMBER 22, 2009 TO MARCH 31, 2010 OF SANRAA GLOBAL GREEN ENERGY LIMITED,
FOR THE PERIOD APRIL 15, 2009 TO MARCH 31, 2010 OF G4 INFOCOM PTE LTD

2009-10

A. Cash flow from operating Activities Rs.


Profit for the year 9 17 61 731
Adjustments for
Depreciation 3 95 89 289
Miscellaneous expenses w/o 19 52 098
Interest Expenses 1 39 50 126
Provision for Expenses 86 25 016
Operating Income before working Capital Changes 15 58 78 260
Adjustments for
Increase / decrease in Trade and other receivables (13 59 70 755)
Increase / decrease in Loans & Advances (7 19 21 062)
Increase / decrease in Inventory
Increase / decrease in Trade paybles 1 95 00 424
Cash inflow from operations (3 25 13 134)
Interest Paid (1 39 50 126)
Net cash from Operations A (464 63 260)
B. Cash Flow from Investing Activities
Purchase of Fixed Assets (2 22 06 471)
Net Cash used in Ivesting Activities B (2 22 06 471)
C. Cash flow from Financing Activites
Increase in term loans 4 41 01 157
Share application money (91 85 000)
Share capital & share Premium
Dividend & Taxes paid
Misc expenditure (32 08 329)
Net Cash from Financing Activites C 3 17 07 828
Net increase in cash and cash equivalents ( A+B+C ) (369 61 903)
Cash and Cash equivalents as at 1st April 09 3 79 14 081
Cash and Cash equivalents as at 31st March 10 9 52 715

For and on behalf of the Board


As per our Report of Even Date attached
For R .Ravindran & Associates
Chartered Accountants
Firm Registration No: 003222S
R .Ravindran
Proprietor
G.Sundaresan Uma Karthikeyan S.Arul Ganesh Membership No 23829
Chairman Executive Director Company Secretary Chennai, 21st May 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 70
SCHEDULES FORMING PART OF CONSOLIDATED ACCOUNTS
Schedule 1 31-Mar-2010
Share Capital (Rs.)

Authorised Share Capital


125,00,00,000 Equity Shares of Rs. 1/- each 125 00 00 000
(Previous year 75,00,00,000 Equity Shares of Rs.1)

Issued, Subscribed and Paidup Capital


6,58,00,000 Equity Shares of Rs. 1/- each 6 58 00 000
(Previous year 65,80,000 Equity shares of Rs. 10/- each)

20,00,00,000 Equity Shares of Rs. 1/- each 20 00 00 000


(2,00,00,000 Equity Shares of Rs.10/- each of
underlying Equity shares of the GDR
subdivided into 20,00,00,000 shares
of Re.1/- each)
26 58 00 000
2,65,80,000 Equity Shares of Rs. 1/- each
through issue of bonus shares
(2,65,80,000 Equity Shares of Rs.10/- each of representing
bonus issue subdivided into 26,58,00,000 shares of Re.1/- each)

6,64,500000 Equity Shares of Rs. 1/- each 66 45 00 000


through issue of bonus shares
(66,45,00,000 Equity Shares of Rs.1/- each representing
bonus issue subdivided into 66,45,00,000 shares of Re.1/- each)
119 61 00 000
Schedule 2
Reserves & Surplus
Share Premium Account
(Share Premium forfeited and utilised for Issue of Bonus Shares)
Profit and Loss Account 16 35 63 266
16 35 63 266
Schedule 3
Secured Loans
Bank overdraft 12 00 69 448
(Secured on receivables)
Hire Purchase Loans - Automobiles 43 80 494
(Secured on hypethecation of Automobiles)
Hire Purchase Loans - Equipments
(Secured on hypethecation of Equipments) 51 00 905
12 95 50 847
Schedule 4
Unsecured Loans
Kotak Mahindra Bank
Shriram City Union Finance Ltd 4 72 638
4 72 638

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 71
Sanraa Media Limited | Annual Report for the Financial Year 2009-10 72
SCHEDULES FORMING PART OF CONSOLIDATED ACCOUNTS
31-Mar-2010
Schedule 6 Rs.
Investments
Investments in Foreign Companies 65 92 00 000
65 92 00 000
Schedule 7
Sundry Debtors
(Unsecured considered good at for which the
Company holds no security other than Debtor's
personal security)
Debts due for more than six months 5 58 08 324
Other Debts 32 55 99 020
38 14 07 344
Schedule 8
Cash and Bank Balances:
Cash in Hand 71 957
Bank balance with Scheduled Banks in Current Accounts 8 80 757
9 52 715
Schedule 9
Loans, Advances & Deposits
(Unsecured, Considered good)
Deposits with Government Authorities 2 43 808
Other Deposits 2 54 250
Rental deposits 63 60 670
Advances Recoverable in Cash / Kind 10 61 85 528
11 30 44 256
Schedule 10
Current Liabilities
Sundry Creditors
- Creditors for Capital Goods 18 02 672
- Creditors for Expenses 3 05 54 449
- Creditors for Others 3 85 22 532
- Advance for Projects 69 85 511
Other liabilities
Statutory Dues 1 09 69 884
8 88 35 047
Schedule 11
Provisions
Provision for Taxation 2 44 78 899
Provision for Expenses 1 56 98 597

4 01 77 496

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 73
SCHEDULES FORMING PART OF CONSOLIDATED ACCOUNTS
31-Mar-2010

Schedule 12 (Rs.)

Miscellaneous Expenditure (to the extent not written off or adjusted)


Deferred Revenue Expenditure
Software Development Expenses 19 52 099
Preliminary Expenses - Fee for capital increase 25 00 000
Preliminary Expenses 7 08 329
51 60 428
Schedule 13
Sales / service
Export Sales 64 15 25 370
Service 2 50 55 000
66 65 80 370
Schedule 14
Other Income
Scrap Sales 8 070
Gratuity Excess Provision Written Off 3 67 288
Foeign currency fluctuation income 1 46 677
Provision Written Back 8 42 360
Insurance Claim 77 945
Interest 7 428
Miscellaneous Income 23 232
Lapsed Share Warrants 91 85 000
1 06 58 001
Schedule 15
Adminstrative and Other Expenses
AGM/EGM Expenses 2 41 790
Rent, Rates & Taxes 2 00 91 597
Communication Expenses 19 26 897
Travelling & Conveyance 52 08 838
Deferred Revenue Expenses Write Off 19 52 098
Printing Stationary 7 25 530
Electricity Charges 58 32 103
Repairs & Maintenance 76 11 889
Staff Welfare Expenses 31 79 575
Audit Fee 4 00 000
Legal Expenses 3 68 125
Professional and Consultancy Charges 1 03 93 785
Baddebts wirtten off 1 20 129
Registrations & Renewals 2 64 227
Security charges 5 92 518
Listing Fees 4 34 556
Insurance & Freight Charges 7 00 281
Postage & Telegrams 1 07 803
Loss on Exchange 1 88 379
Lead Manager Fees 19 76 000
Other Administrative expenses 56 69 737
6 79 85 858

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 74
SCHEDULES FORMING PART OF CONSOLIDATED ACCOUNTS
31-Mar-2010

(Rs.)

Schedule 16
Selling and Business Promotion Expenses

Advertisement and Publicity 13 08 462


Buinsess Promotion Expenses 94 97 566
Travelling and Conveyance Expenses 37 51 303

1 45 57 331

Schedule 17
Finance Charges

Interest on loans 1 38 59 218


Processing Fees (Bank Charges) 85 964

Bank Charges 4 944

1 39 50 126

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 75
SCHEDULE – 18

NOTES TO ACCOUNTS FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31.03.2010

1. SIGNIFICANT ACCOUNTING POLICIES


1.1. Basis of Preparation
The Financial statements have been prepared on the historical cost convention on going concern basis, in accordance with
Generally Accepted Accounting Principles, the relevant provisions of the Companies Act, 1956 complying in all materials
respects with the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India.
The company generally follows the mercantile system of accounting and recognizes income and expenditure on accrual basis.

1.2. Use of Estimates


The preparation of the financial statement in conformity with the GAAP requires that the management makes estimates and
assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities as at the date of financial
statements, and the reported amounts of revenue and expenses during the reported year. Examples of such estimate include
estimated useful life of fixed assets. Actual results could differ from those estimates.

1.3. Fixed Assets


Fixed assets are stated at historical cost after reducing accumulated depreciation until the date of the Balance Sheet. Direct
costs are capitalised until the assets are ready for use and include financing costs relating to borrowing attributable to acquisition.
Software (asset) represents the capitalised cost of expenditures such as rent, salaries, power, relevant overheads and test
marketing expenses incurred in the earlier years towards the development of software.

Goodwill represents the difference between the purchase price and the book value of assets and liabilities acquired.
IPRS represent the cost of acquisition of film distribution rights.

1.4. Depreciation
Depreciation is recognised only in respect of Fixed Assets put to use.

Individual assets acquired for less than Rs 5000/- are entirely depreciated in the year of acquisition.

Depreciation on other Fixed Assets have been provided on written down value on a pro rata monthly basis at the rates specified
in Schedule XIV of the companies Act, 1956.

Intangible assets such as software and goodwill are amortised over the estimated useful life of the assets determined by the
management.

1.5. Revenue recognition


Animation development service revenue is recognized on proportionate completion method on the total value of the contracts.
Revenue from animation academy and E-learning are recognized proportionate to the period of instruction.
Income from Media trading activity is recognized upon execution of agreements for sale and purchase.

1.6. Foreign currency transactions


Foreign Currency transaction arises on account of export of software services.

The transactions on export of services are recorded as per the rates prevailing on the date of rendering services.

Exchange differences arising upon collection from such transactions are charged or credited to the profit and loss account.

1.7. Retirement Benefits


The contribution payable by the company to Provident Fund is charged to revenue.

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 76
The liability for Gratuity to employees as at the Balance Sheet date is determined on the basis of actuarial valuation using
Projected Unit Credit method The liability thereof paid/payable is absorbed in the accounts. The actuarial gains/losses are
recognized in the Profit and Loss Account.

1.8. Miscellaneous expenditure


The company has accumulated in the earlier years Research and Development expenses on software as miscellaneous
expenditure (Assets).

The company has written off such expenditure on straight line method, in proportion to the period of its utility estimated by the
management.

1.9. Taxes on Income


Current tax is the amount of tax payable on the taxable income for the year and determined in accordance with provisions of the
income tax act, 1961.

Deferred tax is recognized, on timing differences, being the difference between taxable incomes and accounting income
computed using the tax rates and the laws that have been enacted or substantively enacted as of the Balance sheet date.

Deferred tax assets are recognized only if there is a virtual certainty that there will be realized and reviewed for the
appropriateness of their carrying values at each Balance sheet date.

1.10. Provisions, Contingent Liabilities and Contingent Assets


A provision is recognized when there is a present obligation as a result of past vents and it is probable that an outflow of
resources will be required to settle the obligations, in respect of which a reliable estimate can be made. Provisions are not
discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet
date. These are reviewed at each balance sheet and adjusted to reflect the current best estimates.

Contingent Liability is disclosed for possible obligation which will be confirmed only by future events not wholly with in the control
of the company (or) Present obligation arising from past events where it is not probable that an outflow of resources will be
required to settle the obligation or reliable estimate of the amount of obligation cannot be made.

Contingent asset not recognized in the financial statements since this may result in the recognition of income that may never be
realized.

1.11. Interim Financial Reporting


The company has adopted in the preparation of interim financial statements, the accounting policies, consistent with those of the
annual financial statements.

2. NOTES TO ACCOUNTS
2.1. Changes in Capital Structure
(a) Increase in Authorised Share Capital
Pursuant to the approval of shareholders in an Extra Ordinary General Meeting (EGM), the authorized share capital of the
Company has been increased from Rs. 75,00,00,000 (divided into 75,00,00,000 equity shares of Re. 1 each) to Rs.
125,00,00,000 (divided into 125,00,00,000 equity shares of Re. 1 each).

(b) Issue of Bonus Shares


The Company has allotted 66,45,00,000 bonus shares of Re.1/- each as fully paid up by captalizing Share Premium to
the extent of 65,90,50,000 and by appropriation of reserves and surplus to the extent of Rs.54,50,000 to its existing
share holders in the ratio of Five Shares for every Four shares held.

2.2. Acquisition of Subsidiary


(a) During the year company has incorporated 100% subsidiary company ( Sanraa Global Green Energy Limited) in India
with a share capital of 50,000 equity shares of Rs. 10/- each.

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 77
(b) During the year company has acquired 100% subsidiary company (G4 Infocom Pte Ltd) in Singapore with a share
capital of 2 shares at the rate of 2 Singapore dollars. In equivalent to Rs.64/.

2.3. Software Technology Parks Scheme


The company has setup at Chennai, a hundred percent export oriented unit under the Software Technology Park Scheme (STPI).
Another unit was set up at Perungudi during June 2009. The company has availed tax exemption on such scheme in
accordance with the provision of the income tax Act, 1961.

2.4. Secured Loans


Bank Overdrafts are secured on the receivables and further on the properties of the Directors.

2.5. Receivables
Periodically the company evaluates all the customer dues to the company for collectibles and suitable provision is made based
on various factors including experience of the company, ability of the customer and other factors which could affect the
customers’ ability to settle.

2.6. Leased Assets


The company has entered into operating lease arrangements for office and production premises, subject to the mutual
agreement between the lessor and lessee under cancelable operating lease agreements that are renewable on a periodic basis
at the option of the lessor and the lessee.

Lease rentals are recognised as expenses on accrual basis in the profit and loss account.

2.7. Earning per share


Basic earnings (loss) per share are calculated as enumerated in Accounting Standard 20 on Earnings per Share, paragraph 5, by
dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equity shares
outstanding as on the Balance Sheet date. In the absence of debts instruments or share warrants or other options the potential
equity shares are nil and hence diluted EPS does not arise.
2009-10 2008-09
Net Profit for the year (Rs.) 8, 04, 55, 127 5,44,56,928

Weighted Average Number of Equity Shares Outstanding during the year 119 ,61 ,00 ,000 32,25,19,231

Basic Earnings per Share on (Rs.) weighted Av 0.07 0.17

Face value per share (Rupees) 1.00 1.00

2.8. Deferred Tax Liability


Break up of Net Deferred Tax Liability is as under
31-03-2010 31-03-2009
Deferred Tax Asset (A) NIL NIL

Deferred Tax Liability arising out of Timing Difference Relating to :

1. Depreciation (B) 18, 30,933 26, 73,487

Net Deferred Tax Liability (A-B) (18, 30,933) (26, 73,487)

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 78
2.9. Managerial Remuneration
2009 – 10 2008- 09
Permissible Managerial Remuneration

Profit before tax 9, 17, 66,675 6, 18, 49,579

Add Directors’ Remuneration 43, 35,562 24, 00,000

Profits for the purpose of

Managerial remuneration 9, 61, 02,237 6, 42, 49,579

Maximum Remuneration

Payable (10 % thereon) 96,10, 224 32, 12,479

Remuneration Paid to Managerial Personal

Mr. A.Venkatramani
9,00,000 _____
(Chairman Non Executive)

Mrs. Uma Karthikeyan


18,30,245 12,00,000
(Executive Director)

Mr. Sukumar Subramanian (Executive Director) 16,05,317 12,00,000

Total Managerial Remuneration paid 43, 35,562 24,00,000

2.10. Remuneration to Statutory Auditors


2009 - 10 2008 - 09
in Rs. in Rs.

Statutory Audit fee 1,25,000 1,25,000

Tax Audit 50,000 50,000

Certification 25,000 25,000

Service tax 20,720 20,720

2.11. Quantitative Particulars


Company is engaged in the development of application software. The production and sales of such software cannot be
expressed in any generic unit. Hence it is not possible to give quantitative details of sales and certain information as required
under paragraph 3, 4C, and 4D of Part II or Schedule VI of the Companies Act, 1956.

The company did not carry inventory at the year end.

2.12. Segment Reporting


The accounting policies adopted for segment reporting are in line with the accounting policies of the Company.

a) Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of
the segment. Revenue and expenses, which relate to the enterprises as a whole and are not allocable to segments on a
reasonable basis, have been included under unallowable corporate expenses.

b) Investments, advance towards investments and other advances, which are not allocable to segments, are excluded
from segment capital employed.

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 79
Rs. In Lakhs
Segment Capital Employed Turnover Profit
Entertainment & Electronic Media 9,936.78 5695.23 903.20

E – Learning 5,122.00 970.57 153.92

Total 15,058.78 6,665.80 1,057.12

2.13. Related Party Disclosure


As per the Accounting Standards on Related Party Disclosures: (AS18) issued by the Institute of Chartered Accountants
of India, the related parties of the Company are as follows:

Relationship with
Related Party Nature of Transaction Value in Rs.
reporting enterprises
Sanraa Global Green Energy Limited Director Loans and Advances (Asset) 7,05,056

2.14. Accounting Period


The accounting period is twelve months from 01.04.2009 to 31.03.2010

2.15. Managerial assertions


No amount is due to Small Scale Ancillary Industrial Undertakings.

In the opinion of the Board of Directors, the Current Assets, Loans and Advances shown are of the approximate value, if realized,
in the ordinary course of business and adequate provisions are made for all known liabilities.

Debit and Credit balances are subject to confirmation or reconciliation.

Expenditure incurred on employees in receipt of remuneration of not less than Rs. 24 Lakhs per annum, where employed
throughout the period or not less than Rs. 2,00,000/- per month, where employed for a part of the period is NIL.

2.16. Contingent Liabilities


Income tax Rs.16,67,632/ in appeal before CIT & ITAT from 31-03-2008.

2.17. Regrouping
Previous year’s figures have been re-grouped wherever necessary.

2.18. Cash flow Statement


Cash flow statement is enclosed.

For and on behalf of the Board


As per our Report of Even Date attached
For R .Ravindran & Associates
Chartered Accountants
Firm Registration No: 003222S
R .Ravindran
Proprietor
G.Sundaresan Uma Karthikeyan S.Arul Ganesh Membership No 23829
Chairman Executive Director Company Secretary Chennai, 21st May 2010

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 80
SANRAA MEDIA LIMITED
Regd Off: 33/6, B.R.Complex, II Floor, C.P.Ramasamy Road
Alwarpet, Chennai – 600 018.

Client ID : _______________________ DP ID : _____________________

Folio No : _______________________ No. of Shares : _____________________

ATTENDANCE SLIP
(To be handed over at the entrance of the meeting hall)

NAME OF THE ATTENDING MEMBER/PROXY (IN BLOCK LETTERS):

I ……………………………………………………………. hereby record my presence at the Fourteenth Annual General Meeting

held at 12.30 pm on 29 th September, 2010 at Hotel New Woodlands, Dr.Radhakrishnan Salai, Mylapore, Chennai 600 004.

SIGNATURE OF THE MEMBER/PROXY

Cut Here

Folio No: _________________


FORM OF PROXY
SANRAA MEDIA LIMITED
Regd Off: 33/6, B.R.Complex, II Floor, C.P.Ramasamy Road
Alwarpet, Chennai – 600 018.

I / We …………………………….of……………………….. in the district of …………………. being a member(s) of the above-

named company, hereby appoint …………….…..of………..……….in the district of ………………….. or failing

him……….……….of………….……..in the district of as my/our proxy to vote for me/us on my/ our behalf at the Annual General

Meeting of the company to be held on the 29 th September, 2010 at 12.30 pm and at any adjournment thereof.

Signed this………………………Day of ……………..2010.

Folio No
Affix Re.1
No. of shares held
revenue
Client ID No. stamp

Note:
Form of proxy duly completed should be deposited at the Registered Office of the
Company not later than 48 hours before the time of holding the meeting

Sanraa Media Limited | Annual Report for the Financial Year 2009-10 81
Sanraa Media Limited | Annual Report for the Financial Year 2009-10 82
Sanraa Media Limited | Annual Report for the Financial Year 2009-10 83

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