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5900700314.Pdf ANNUAL REPORT 2013 - 2014 NOTICE TO THE SHAREHOLDERS Notice is hereby given that the Fifteenth Annual General “RESOLVED THAT pursuant to the provisions of Sections Meeting of the company will be held on Monday, the 29 th 149, 152 read with Schedule IV and any other applicable September 2014 at 10.00 a.m., at Madras Race Club, provisions of the Companies Act, 2013 and the Rules Guindy, Chennai - 600032 to transact the following business: framed thereunder (including any statutory modifi cation(s) or re-enactment thereof for the time being in force) and ORDINARY BUSINESS: Clause 49 of the Listing Agreement, Mr.A Krishnamoorthy 1. To receive, consider and adopt the audited Balance Sheet (DIN 00386122), Director of the Company whose period as at 31 st March 2014, Profi t & Loss Statement for the of offi ce is liable to retirement by rotation as per the year ended 31 st March 2014 together with the Reports of Companies Act, 1956 and who has submitted a declaration the Board of Directors and the Auditors thereon. that he meets the criteria of independence under Section 149(6) of the Companies Act, 2013 and who is eligible for 2. To appoint Auditors and in this regard to consider and appointment and in respect of whom the Company has if thought fi t, to pass with or without modifi cation(s), the received a notice in writing from a member proposing his following resolution as ORDINARY RESOLUTION . candidature for the offi ce of Director, be and is hereby appointed as an Independent Director of the Company, “RESOLVED that pursuant to the provisions of section 139 whose term shall not be subject to retirement by rotation, and other applicable provisions, if any, of the Companies to hold offi ce for a term of fi ve years from 29 th September Act, 2013 and the Rules framed thereunder, as amended 2014 to 28 th September 2019 (both days inclusive).” from time to time, CNGSN & Associates, Chartered Accountants (Firm Registration No.004915S), be and 5. To appoint Mr V Selvaraj (DIN 00052444) as an is hereby re-appointed as Auditors of the Company to Independent Director and in this regard to consider and hold offi ce from the conclusion of this Annual General if thought fi t, to pass with or without modifi cation(s), the Meeting (AGM) till the conclusion of the eighteenth AGM following resolution as an ORDINARY RESOLUTION . of the Company to be held in the year 2017 (subject to ratifi cation of their appointment at every AGM), at such “RESOLVED THAT pursuant to the provisions of Sections remuneration plus service tax, out-of-pocket expenses, 149, 152 read with Schedule IV and any other applicable etc., as may be mutually agreed between the Board of provisions of the Companies Act, 2013 and the Rules Directors of the Company and the Auditors.” framed thereunder (including any statutory modifi cation(s) or re-enactment thereof for the time being in force) and SPECIAL BUSINESS: Clause 49 of the Listing Agreement, Mr.V Selvaraj (DIN 3. To appoint Mr J Krishna Prasad (DIN 03397294) as an 00052444), Director of the Company whose period of offi ce Independent Director and in this regard to consider and is liable to retirement by rotation as per the Companies Act, if thought fi t, to pass with or without modifi cation(s), the 1956 and who has submitted a declaration that he meets following resolution as an ORDINARY RESOLUTION . the criteria of independence under Section 149(6) of the Companies Act, 2013 and who is eligible for appointment “RESOLVED THAT pursuant to the provisions of Sections and in respect of whom the Company has received a 149, 152 read with Schedule IV and any other applicable notice in writing from a member proposing his candidature provisions of the Companies Act, 2013 and the Rules for the offi ce of Director, be and is hereby appointed as framed thereunder (including any statutory modifi cation(s) an Independent Director of the Company, whose term or re-enactment thereof for the time being in force) and shall not be subject to retirement by rotation, to hold Clause 49 of the Listing Agreement, MrJ Krishna Prasad offi ce for a term of fi ve years from 29 th September 2014 to (DIN 03397294), Director of the Company whose period 28 th September 2019 (both days inclusive).” of offi ce is liable to retirement by rotation as per the Companies Act, 1956 and who has submitted a declaration 6. To approve appointment of Ms. Rayane as Executive that he meets the criteria of independence under Section Trainee and in this regard to consider and if thought fi t, 149(6) of the Companies Act, 2013 and who is eligible for to pass with or without modifi cation (s), the following as a appointment and in respect of whom the Company has SPECIAL RESOLUTION . received a notice in writing from a member proposing his candidature for the offi ce of Director, be and is hereby RESOLVED THAT pursuant to section 188 read with any other appointed as an Independent Director of the Company, applicable provisions of the Companies Act, 2013 and the Rules whose term shall not be subject to retirement by rotation, framed thereunder (including any statutory modifi cation(s) or to hold offi ce for a term of fi ve years from 29 th September re-enactment thereof for the time being in force) and Clause 2014 to 28 th September 2019 (both days inclusive).” 49 of the Listing Agreement, approval of the company be and is hereby granted for appointment of Ms.Rayane, Daughter 4. To appoint Mr A Krishnamoorthy (DIN 00386122) as an of Mrs. R Radikaa Sarathkumar, Chairperson & Managing Independent Director and in this regard to consider and Director, with effect from 8 th August 2014 as an Executive if thought fi t, to pass with or without modifi cation(s), the Trainee on gross remuneration not exceeding Rs.30,000/- following resolution as an ORDINARY RESOLUTION . (Rupees Thirty Thousand Only) per month. NOTICE OF ANNUAL GENERAL MEETING 1 ANNUAL REPORT 2013 - 2014 RESOLVED FURTHER THAT the Board of Directors members whose e-mail addresses are registered with be and is hereby authorized to perform and execute all the Company/ Depositories, unless any member has such acts, deeds, matters and things including delegate requested for a physical copy of the same. For members such authority, as may be deemed necessary, proper who have not registered their e-mail addresses, physical or expedient to give effect to this resolution and for the copies are being sent by the permitted mode. matters connected herewith or incidental hereto. 8. To support the ‘Green Initiative’, the members who have By Order of the Board not registered their e-mail addresses are requested For Radaan Mediaworks India Limited to register the same with Cameo Corporate Services Limited/ Depositories. Date: 8th August 2014 Registered offi ce: -sd- 9. Pursuant to General Circular No.20/2014 dated 17 th 10,Paul Appasamy Street, June 2014 issued by the Ministry of Corporate Affairs, T.Nagar, KANHU CHARAN SAHU Government of India, the e-voting process is not Chennai-600 017. Company Secretary considered as mandatory till 31 st December 2014. However in terms of Clause 35B of the Listing Agreement the members are provided with the facility to cast their vote electronically, through the e-voting services provided by CDSL, on all resolutions set forth in this Notice. NOTES: The instructions for e-voting are as under: 1. A member entitled to attend and vote is entitled to (i) The voting period begins on 23 rd September 2014 appoint a proxy to attend and vote instead of himself (9.00 a.m. IST) and ends on 25 th September 2014 and the proxy need not be a member of the company. (6.00 p.m. IST). During this period shareholders’ of The instrument appointing the proxy, in order to be the Company, holding shares either in physical form effective, must be deposited with the Company not less or in dematerialized form, as on the cut-off date than FORTY-EIGHT HOURS before commencement (record date) of 22 nd August 2014, may cast their of the Meeting. Proxies submitted on behalf of limited vote electronically. The e-voting module shall be companies, societies, etc., must be supported by disabled by CDSL for voting thereafter. appropriate resolutions/authority, as applicable. (ii) The shareholders should log on to the e-voting 2. The relevant explanatory statement pursuant to Section 102 website www.evotingindia.com. of the Companies Act, 2013 in respect of the business under Item Nos. 2 to 6 as set out in the notice is annexed hereto. (iii) Click on Shareholders. 3. The Register of Members and the Share Transfer books (iv) Now Enter your User ID of the company will remain closed from 23 rd September 2014 to 29 th September 2014 (both days inclusive). a. For CDSL: 16 digits benefi ciary ID, b. For NSDL: 8 Character DP ID followed 4. Corporate members intending to send their authorized by 8 Digits Client ID, representatives are requested to send a duly certifi ed copy c. Members holding shares in Physical Form of the Board Resolution authorizing such representatives should enter Folio Number registered with the to attend and vote at the Annual General Meeting. Company. 5. In the case of Joint holders attending the meeting, only (v) Next enter the Image Verifi cation as displayed and such joint holder who is higher in order of names will be Click on Login.
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