Sanraa Annual Report 08 09

BOARD OF DIRECTORS
Mr. A VENKATRAMANI - Chairman

Mrs. UMA KARTHIKEYAN - Executive Director
Mr. SUKUMAR SUBRAMANIAN - Executive Director
Mr. RAJEEV AGARWAL - Independent Director
Mr. K RAJAGOPAL - Independent Director
Mr. R SIVASANKARAN - Independent Director
COMPANY SECRETARY
S ARUL GANESH
REGISTERED OFFICE
IA, Eden Dale Apartments,
New No.7, (Old No.6) Bishop Wallers Avenue (East)
CIT Colony
Mylapore
Chennai – 600 004
PRODUCTION UNITS- CHENNAI

Block-A, Plot No.51/52,
Developed Plots Estate,
Perungudi,
Chennai 600 096.
No.41-D, North Phase,
Thiru. Vi Ka Industrial Estate
Ekkattuthangal
Chennai – 600 097
PRODUCTION UNIT – BANGALORE

146, 1st Cross, Poonam Complex
KHB Main Road,
Manorayana Palaya
R T Nagar (P.O)
Bangalore – 560032
AUDITORS
M/s. R. RAVINDRAN & ASSOCIATES
Chartered Accountants
No.1 Madambakkam Main Road,
Chinmaya Colony
Rajakilpakkam
Chennai – 600 073
BANKERS
IDBI BANK LTD
ICICI BANK LTD
REGISTRARS
GNSA INFOTECH (P) LTD
GR Mansion, Ist Floor,
No.11, Srinivasan Road,
T Nagar,
Chennai – 600 017.
Website
www.sanraamedia.com
Annual Report for the Financial Year 2008 - 09 1

CONTENTS
S.NO PARTICULARS PAGE NO
1. Letter to Shareholders 1
2. Notice 2
3. Highlights of Performance 9
4. Management Discussion and Analysis 10
5. Directors’ Report 14
6. Report on Corporate Governance 17
7. Auditors Report 29
8. Audited Financials 31
2 Annual Report for the Financial Year 2008 - 09

LETTER TO SHAREHOLDERS
Dear Shareholders,
It gives us great pleasure in communicating with you at the end of this eventful and successful financial year.
Outlook for the Industry
Global Market
We are in the midst of unprecedented economic upheaval, triggered by the sub-prime mortgage crisis happened in United States.
The global economy entered its critical phase during September 2008 following the collapse of international large financial
institutions. It has thrown its cascading effect into almost all segments of the global economy irrespective of the country.
Despite, the global Media and Entertainment (M&E) industry is experiencing a steady growth, and is estimated to increase at 6.6%
compound growth rate (CAGR) to $1.8 trillion in 2010, according to PricewaterhouseCoopers’ “Global Entertainment and Media Outlook:
2006-2010” report. The U.S. remains the largest E&M market, growing at a CAGR of 5.6% reaching US$ 726 billion in 2010. Video
games and the Internet will be the fastest-growing segments, with compound annual increases of 8.9% and 8.4% respectively. Canada
is projected to expand at a 5.9% CAGR to US$ 41 billion in 2010.
Indian Market
The year 2008-09 showed growth for the Media and Entertainment industry as a whole except for the last quarter which was impacted by
the economic slowdown and liquidity crunch. The Indian M&E industry stood at INR 584 BILLION IN 2008, a growth of 12.4 per cent over the
previous year. Over the next five years, the industry is expected to grow at a CAGR of 12.5 percent to reach the size of INR 1052 billion
in 2013.(FICCI-KPMG Media & Entertainment Industry Report)
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:
• As stated in previous year’s letter to shareholders, your Company has changed its name to “SANRAA MEDIA LIMITED” with effect
from 23rd October 2008, in pursuant to the members’ approval in the 12th annual general meeting.
• Your company has successfully struck a 2 million-pound co-production deal with Endemol UK PLC, London for the production of
the 3D Animated Series – “The 99” which is termed as “a landmark co-production deal” by THE HINDU.
• Your company, apart from the regular product development and web solutions, successfully engaged in various projects, the major
among them are , “the 99” and an ASEAN Based Project.
• Your company has made significant growth in trading of media content during this year.
Infrastructure
Your company has developed a new facility across a sprawling area that can house around 500 people, at Perungudi, situated at
the IT corridor of Chennai. The facility was launched by Honorable Minister for Information Technology, Government of Tamil Nadu
Dr. Tmt. Poongothai Aladi Aruna, amidst representatives and enthusiasts of Gaming, Animation and Production businesses. British
Deputy High Commissioner, Mr. Mike Connor was the Guest of Honour at the function.
The existing facility situated at Ekkattuthangal is equipped with latest state-of-the-art technology.
The Road Ahead
We believe our efforts will enhance the Shareholder value of the Company further in the near future.
Your Company with its ever growing and glowing team of talents looks ahead to enter into the next phase of growth and to place itself
as a global entity in the field of media and entertainment industry. The Board is confident that the quality content of your company’s
products and services will set a new paradigm in the Media & Entertainment Industry. The Board and the employees are looking
forward to the challenges of this task.
We thank you for placing the faith in the Company. We look forward to a continued support from you to steer the company to great
heights.
For and on behalf of the Board
Place : Chennai
Date : 4th September 2009 A Venkatramani
Chairman

SANRAA MEDIA LIMITED
Regd Off : 1A, Eden Dale Apartments,
New No.7, Bishop Wallers Avenue(East) ,
CIT Colony, Mylapore, Chennai – 600 004
NOTICE
Notice is hereby given that the Thirteenth Annual may be prescribed by any of them in granting such approvals,
General Meeting of the Members of Sanraa Media consents, permissions and sanctions which may be agreed to by
Limited will be held on Tuesday, 29th day of the Board of Directors of the Company (“Board”) (which terms
September 2009 at 11.00 AM at Hotel New Woodlands, shall be deemed to include any Committee which the Board
Radhakrishnan Salai, Chennai 600 004 to transact the may have constituted or hereafter constitute for the time being
following businesses: exercising the powers conferred on the Board by this resolu-
tion), the Board be and is hereby authorized to accept, if it thinks
ORDINARY BUSINESS fit in the interest of the Company, the consent of the Company
be and is hereby accorded to the Board of Directors to offer,
1. To receive, consider and adopt the audited Profit and
issue, and allot Global Depository Receipts (GDRs) / American
Loss Account for the year ended 31st March 2009,
Depository Receipts (ADRs) / Foreign Currency Convertible
the Balance Sheet as at that date and Report of the
Bonds (FCCBs) / Equity shares / warrants and / or instruments
Board of Directors and the Auditors thereon.
convertible into Equity shares optionally or otherwise (hereinaf-
2. To appoint a director in place of Mr. R. Sivasan- ter referred to as “Securities”) subscribed in foreign currency to
karan, who retires by rotation and being eligible for permitted investors(whether institution and/or incorporated
reappointment, offers himself for reappointment. bodies and/or individual or otherwise, and whether or not such
investors are members of the Company) for an aggregate sum
3. To appoint a director in place of Mr. Rajeev up to US$ 30 million (United States Dollars Thirty Million only) or
Agarwal, who retires by rotation and being eligible for equivalent in Indian and / or any other currency (ies) inclusive of
reappointment, offers himself for reappointment. such premium as may be permitted by the Ministry of Finance /
such other authorities, to all eligible investors including Foreign
4. To appoint auditors and to fix their remuneration / Resident / (whether Institutions, Incorporated Bodies, / Foreign
and in this regard to consider and if thought fit, to Institutional Investors / QIBs / Banks and / or otherwise, whether
pass with or without modification(s), the following or not such investors are members, promoters, directors or their
resolution as an ordinary resolution: relatives / associates, of the Company) through Public Issue(s),
Private Placement(s), preferential allotment(s) by way of cash
RESOLVED THAT M/s R. Ravindran & Associates,
or stock swap or towards acquisition of business or a combina-
Chartered Accountants, Chennai be and are hereby
tion thereof at such time or times in such tranche or tranches at
appointed as Statutory Auditors of the Company to
such price or prices at a discount or premium to market price or
hold office from the conclusion of this Annual General
prices in such manner and on such terms and conditions as may
Meeting till the conclusion of next Annual General
be deemed appropriate by the Board at the time of such issue
Meeting at a remuneration, the amount of which is to be
or allotment considering the prevailing market conditions and
decided by the Audit Committee/Board of Directors of the
other relevant factors, wherever necessary in consultation with
company in consultation with the auditors.
the Lead Managers, Underwriters, advisors or including by way
SPECIAL BUSINESS of Initial Public Offer in US or other countries, so as to enable the
Company to get listed at any Stock Exchange in India and / or
5. To consider and, if thought fit, to pass, with or without Luxembourg / London / New York / Singapore / Hong Kong Stock
modification(s) the following resolution as a Special Exchange and / or any of the Overseas Stock Exchanges.”
Resolution.
“RESOLVED FURTHER THAT for the purpose of giving effect
RESOLVED THAT in accordance with the provisions of to the above resolution, the Board of Directors be and is hereby
Section 81 (1A) and other applicable provisions, if any, authorized to do all such acts, deeds, matters and things as
of the Companies Act, 1956 as also of any other appli- it may, in its absolute discretion deem necessary or desirable
cable laws, rules and regulations (including any amend- and to settle any questions, difficulty or doubts that may arise in
ment thereto or re-enactment thereof for the time being regard to the offer, issue and allotment of securities.”
in force) and enabling provisions in the Memorandum
and Articles of Association of the Company and the List- “RESOLVED FURTHER THAT without prejudice to the general-
ing Agreements entered into by the Company with the ity of the above, issue of securities in international offering may
Stock Exchanges where the shares of the Company are have all or any term or combination of terms in accordance with
listed and subject to such approvals, consents, permis- the international practice including but not limited to conditions
sions and sanctions of the Government of India, Reserve in relation to payment of interest, additional interest, premium
Bank of India, Securities and Exchange Board of India on redemption, prepayment and any other debt service payment
(SEBI) and all other appropriate authorities concerned whatsoever and all such terms as are provided in internation-
and subject to such conditions and modifications as al offering of this nature including terms for issue of additional

equity shares or variation of the conversion price of the pany are listed and subject to such approvals, consents,
Securities during the duration of the securities.” permissions and sanctions of the Government of India,
Reserve Bank of India, Securities and Exchange Board of India
“RESOLVED FURTHER THAT the Board be and is hereby also (SEBI) and all other appropriate authorities concerned and
authorized subject to approval of the appropriate authorities subject to such conditions and modifications as may be
to secure the entire or any part of the issue by creation of the prescribed by any of them in granting such approvals,
mortgage / charge on the company’s immovable and consents, permissions and sanctions which may be agreed
movable properties present and future, such charge to rank either to by the Board of Directors of the Company (“Board”) (which
pari-passu with or second, subsequent subservient and terms shall be deemed to include any Committee which
subordinate to all the mortgages / charges created / to be the Board may have constituted or hereafter constitute
created by the Company for all existing and future borrow- for the time being exercising the powers conferred on the
ings and facilities whatsoever subject to compliance with the Board by this resolution), which the Board be and is hereby
provisions of Companies Act, 1956 and Foreign Exchange Man- authorized to accept, if it thinks fit in the interest of the Compa-
agement Act, 1999 read with the relevant rules and regulations.” ny, to issue Equity Shares / Convertible Bonds / Debentures /
warrants to the shareholders or to the Public / QIBs for an
“RESOLVED FURTHER THAT the Board be and is hereby autho-
aggregate amount upto Rs.200 Crores from time to time,
rized to enter into and execute arrangements / agreements with
where one Warrants/ Bond / Debenture convertible into
Lead Managers / Underwriters / Guarantors / Depository(ies) /
one equity share of the Company of Re.1/- each face value
Custodians / Advisors and all such agencies as may be involved
or any other proportionate basis at the price which will be
or concerned and to remunerate all such Lead Managers, Under-
determined at the time of conversion.”
writers, Stabilizing Agents and all other Advisors and Agencies
by way of commission, brokerage, fees, expenses incurred in
a. Exercise of offer for conversion of the warrants shall
relation to the issue of securities and other expenses, if any or
be the sole option of the warrant holders at any time
the like.”
within a period of 18 months from the date of allotment
“RESOLVED FURTHER THAT the Company and / or any agency of warrants in accordance with the SEBI (Disclosure and
or body authorized by the Company may issue Securities men- Investor Protection) Guidelines,2000.
tioned herein above representing the underlying equity shares
b. The Company may call the warrant holder, after 6
issued by the Company in registered or bearer form with such
months from the date of allotment of warrants, for
features and attributes as are prevalent in capital markets for
conversion of the warrants by giving one month notice.
instruments of this nature and to provide for the tradability of
free transferability thereof as per the prevailing practices and c. The Warrant holders shall pay an amount equivalent to
regulations in the capital markets both Indian and International.” 10% of the conversion price determined as per SEBI’s
Preferential Issue Guidelines per warrants on or before
“RESOLVED FURTHER THAT the Securities issued in
the date of allotment of warrants.
International offering shall be deemed to have been made
abroad in the markets and / or in the place of issue of the Securi- d. The amount referred to in point (c) above shall be adjust-
ties in International markets and shall be governed by English or ed against the price payable subsequently for acquiring
American law or any other law as may be decided by the Board the equity shares by exercising the option of converting
as the case may be.” the warrants into equity shares by the warrant holders
“RESOLVED FURTHER that the Board be and is hereby autho- e. The warrant holders shall pay along with the notice for
rized to finalize the mode and the terms of issue and allot such exercise of the option of conversion of such warrants
number of Securities as may be issued and allotted upon conver- into equity shares, the balance 90% of the conversion
sion of any Securities referred to in the paragraph(s) above as price as determined above.
may be necessary in accordance with the terms of offering and
all such shares shall rank pari passu with the then existing Equity f. The amount referred in above (c) shall be forfeited, if
Shares of the Company in all respects, including dividend. the option to convert into shares is not exercised by the
warrant holders within the stipulate time.
6. To consider and, if thought fit, to pass, with or
without modification(s) the following resolution as a Special g. The details of all monies utilized out of the
Resolution preferential issue proceeds shall be disclosed under an
appropriate head in the Balance Sheet indicating the
“RESOLVED THAT the consent of the Company be and is purpose for which such monies have been utilized and
hereby accorded to the Board, pursuant to the Section 81 or that the details of the monies unutilized shall also be
81 (1A) and other relevant provisions of the Companies Act, disclosed under a separate head in the balance sheet of the
1956 as also of any other applicable laws, rules and regu- Company indicating the form in which such unutilized
lations (including any amendment thereto or re-enactment monies have been invested.
thereof for the time being in force) and enabling provisions in
the Memorandum and Articles of Association of the Compa- “RESOLVED FURTHER THAT the equity shares so issued on
ny and the Listing Agreements entered into by the Company conversion of warrants shall upon allotment have the same
with the Stock Exchanges where the shares of the Com- rights of voting as the existing equity shares and be treated for

all other purposes pari pasu with the existing equity share of the permitted by law from time to time, at its discretion, for the
Company and that the equity shares so allotted during the purpose of the business of the company, from, including with-
financial year shall be entitled to dividend, if any, for which out limitation, any one or more banks, financial institutions
the book closure or the Record Date falls subsequent to the and other persons, firms, bodies corporate, notwithstanding
allotment of Equity Shares on conversion of warrants.” that the monies to be borrowed together with the monies
already borrowed by the Company (apart from temporary
“RESOLVED FURTHER THAT the Board be and is hereby loans obtained/to be obtained from the Company’s bankers
authorized to modify and decide the price, terms and conditions in the ordinary course of business) will or may exceed the
of the issue of the warrants convertible into Equity Shares, if aggregate of the paid up capital of the company and its free
necessary, keeping in view the provisions of the various Act and reserves (that is to say, reserves not set apart for any spe-
Guidelines in force from time to time.” cific purpose) provided however, that the total amount(s) so
borrowed by the board and outstanding at any point of time
“RESOLVED FURTHER THAT for the purpose of giving effect
shall not exceed the sum of Rs.1000 Crores (Rupees One
to the above resolution, the Board be and is hereby authorized
Thousand Crore) over and above the then aggregate of the
to agree and accept all such conditions, modifications and
paid up capital of the company and its free reserves (that is
alterations as they may be stipulated by any relevant
to say, reserves not set apart for any specific purpose); and
authorities while according approval or consent to the issue
that the Board be and is hereby authorized to arrange or fix
as may be considered necessary, proper and expedient and
the terms and conditions of all such monies to be borrowed
give effect to such modifications and to resolve and settle all
from time to time, as to interest, repayment, security or
questions difficulties and doubts that may arise in regard to the
otherwise, as it may in its absolute discretion, think fit.
implementation of this resolution, issue and allotment of warrants
and equity shares and do all acts, deeds and things in connection
RESOLVED FURTHER THAT for the purpose of giving
therewith and incidental thereto without being required to seek
effect to the foregoing resolution, the Board, be and is
any further consent or approval of the members of the Company
hereby authorized to do all such acts, deeds, matters and
to the intent that the members shall be deemed to have given
things as it may in its absolute discretion deem necessary,
their approval thereto expressly by authority of this resolution.
proper or desirable and to settle any question, difficulty and
“RESOLVED FURTHER THAT the Company shall ensure that doubt that may arise in respect of borrowing(s) as aforesaid
whilst any warrants remaining convertible, it will at all time, keep and further to do all acts, deeds, and things, and to execute
available and reserve such part of its authorized but un-issued all documents and writings as may be necessary, proper,
share capital as would enable all outstanding warrants to be desirable or expedient to give effect to the said resolution.”
converted in full.
8. To consider and if though fit, to pass, with or without
“RESOLVED FURTHER THAT the Company do apply for
modifications(s), the following resolution as a Special
listing of the new equity shares as may be issued on conversion
Resolution:
of warrants.
“RESOLVED FURTHER THAT the Company do make an appli- “RESOLVED THAT pursuant to the provisions of Section
cation to the National Securities Depository Limited (NSDL) and 81(1A) and all other applicable provisions, if any, of the
the Central Depository Services Limited (CDSL) for admission of Companies Act, 1956 (including any statutory modification(s)
the new equity shares to be issued on conversion of warrants. or re-enactment thereof), and in accordance with the
provisions of the Memorandum and Articles of Associa-
“RESOLVED FURTHER THAT the Board be and is hereby tion of the Company, the Listing Agreement entered into
authorized to delegate all or any of the powers herein conferred with the Stock Exchanges where the securities of the
to any Committee of Directors or any other officer or officers of Company are listed, provisions of the Securities and
the Company to give effect to the aforesaid resolution. Exchange Board of India (Employees Stock Option Scheme and
Employees Stock Purchase Scheme) Guidelines, 1999
7. To consider and, if thought fit, to pass with or without [including any statutory modification(s) or re-enactment
modification(s) the following resolution as an Ordinary of the ESOP Guidelines for the time being in force], and
Resolution. other rules and regulations, prescribed by Securities and
“RESOLVED THAT in partial modification of the Ordinary Exchange Board of India (“SEBI”) or any other relevant
Resolution passed by the Members of the Company at the authority, from time to time, to the extent applicable and
Extra-ordinary General Meeting held on 02nd January 2007, subject to any approvals, consents, permissions, and
the board of Directors of the company (hereinafter referred sanctions of any such authorities as may be required
to as “the Board”, which term shall be deemed to include any and subject to any such conditions and modifications as
Committee thereof, which the Board may constitute/autho- may be prescribed or imposed by such authorities while
rize for this purpose), be and is hereby authorized, in accor- granting such approvals, consents, permissions and
dance with Section 239(1) (d) of the Companies Act, 1956 sanctions, which may be agreed to and accepted by the Board
(including any statutory modification or re-enactment thereof of Directors of the Company (hereinafter referred to as “the
for the time being in force) and the Articles of Association Board” which term shall be deemed to include any compensation
of the Company, to borrow any sum or sums of money ei- committee/other committee constituted/to be constituted
ther in rupees or in such other foreign currencies as may be by the Board to exercise its powers, including the power
conferred by this Resolution), the Board be and is here-

by authorised on behalf of the company to create, issue, RESOLVED THAT the benefits of the Employees Stock
offer and/or allot at any time to or for the benefit of such Option Scheme (ESOS), Employee Stock Purchase Scheme
person or persons who are in the permanent employment (ESPS) contained in the Resolution No. (8) in the notice
of the company and the directors (including whole time be extended to the eligible employees of the subsidiary
directors of the company) equity shares of the company and/ companies and if permitted by law, to the eligible employees
or warrants(whether attached to any security or not) with of associate companies on terms and conditions as may be
an option exercisable by the option holder to subscribe for decided by the Board of Directors of the company or any
equity shares, equity linked securities, and/or bonds, other authorised committee thereof.
debentures, preference shares or any such other securi-
ties convertible in to equity shares, at such price, in such 10. To consider and if though fit, to pass, with or without
manner, during such period, in one or more tranches and modifications(s), the following resolution as a Special
on such other terms and conditions as the Board may de- Resolution:
cide prior to the issue and offer thereof, for, or which upon
RESOLVED THAT the Board/Compensation Committee
exercise or conversion, could give rise to the issue of equity
be and is hereby authorised to grant of option to identified
shares cumulatively and in the aggregate, including the op-
employees, during any one year, equal to or exceeding 1%
tions granted from time to time shall not exceed 5% of the
of the issued capital (excluding outstanding warrants and
issued equity shares of the company, at any point of time
conversions) of the company at the time of grant of option.
under the Employees Stock Option Scheme (ESOS) or Em-
ployees Stock Purchase Scheme (ESPS), salient features of
For and on behalf of the board
which are detailed in the Explanatory Statement to this item.
A Venkatramani
9. To consider and if though fit, to pass, with or without Place : Chennai Chairman
modifications(s), the following resolution as a Special Date : 4th September 2009
Resolution:
NOTES
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY AND VOTE IN-
STEAD 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 2009 to 29th
September 2009 (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. Members are requested to send in their queries, if any, at least 10 days in advance to the Company Secretary of the Company to
facilitate the reply.
8. 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.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173 (2) OF THE COMPANIES ACT, 1956.
Item No 5 bankers in the ordinary course of business, in excess of the ag-

gregate of the paid up share capital and its free reserves that
In order to fund Company’s business expansion plans, it is is to say reserves not set apart for any specific purpose. Keep-
proposed to raise funds by offering GDR/ADR/FCCB. This ing in view the company’s business requirements and its growth
is an enabling resolution also, to authorize the Board to find plans, it is considered desirable to increase the borrowing limits.
the best possible way to raise funds to meet the cost of new Further, the approval of the members under section 239(1)(a) of
project as well as in expansion of existing business. The Board will the Companies Act, 1956 relating to granting necessary powers
decide the issue ratio and the size of the GDR/ADR/FCCB issue to the Board, inter alia, to sell, lease or dispose off or creation of
within the limit approved by the shareholders in this charge, lien or mortgage, etc over the assets of the company,
Meeting. This resolution shall be subject to the approval of various has been obtained by means of postal ballot on 28.12.2008. In
statutory authorities. tune with this power necessary power to the Board of directors to
obtain loan has to be granted under section 293 (1) (d).
Your Directors recommend the passing of this resolution.
Accordingly your directors recommend the passing of this
None of the Directors are concerned or interested in this
resolution.
resolution.
None of the Directors are concerned or interested in this
Item No.6
resolution.
In order to fund Company’s business expansion plans, it is
Item No.8, 9 and 10
proposed to raise funds by offering shares through Rights issue
/ Public Issue / Preferential Issue / Convertible Bonds / Deben- The Board has identified the need to reward the permanent
tures / warrants to the shareholders or to the Public / QIBs. This employees of the Company including employees of the
is an enabling resolution also, to authorize the Board to find the subsidiary companies and to enable them to participate in
best possible way to raise funds to meet the cost of new proj- the growth and financial success of the company. Your Board
ect as well as in expansion of existing business. The Board will therefore, proposes to evolve an Employee Stock Option
decide the issue ratio and the size of the issues within the limit Scheme – 2009 (“ESOS - 2009” or the “Scheme”) for the benefit
approved by the shareholders in this Meeting. This resolution of the permanent employees including Executive/Non-Executive
shall be subject to the approval of various statutory authorities. Directors of the company and such other persons in accordance
with the provision of the prevailing regulations. To promote the
Your Directors recommend the passing of this resolution.
culture of employee ownership, approval of the shareholders is
None of the Directors are concerned or interested in this being sought for issue of stock options to the employee of the
resolution. company.
Item 7 The following are the salient features of the scheme, and
various disclosures as required by Clause 6 of the Securities and
In terms of provisions of Section 293(1) (d) of the Companies Exchange Board of India (Employee Stock Option Scheme and
Act, 1956, the Board of directors of the company, cannot except Employee Stock Purchase Scheme) Guidelines, 1999 (the “SEBI
with the consent of the company in general meeting, borrow Guidelines”).
money, apart from temporary loans obtained from the company’s
Disclosures as per Regulation 6.2 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 as amended:
Sr. No. Particulars Disclosures

1 Total no. of Options / Shares/ Up to five percent (5%) of the aggregate of the number of issued equity shares of
Securities that could be issued the Company, from time to time, on the date(s) of grant of such Securities to eligible
under the Scheme. employees (or such other adjusted figure for any bonus, stock splits or consolidations
or other re-organization of the capital structure of the Company as may be applicable
from time to time).
2 Identification of classes of All employees of the Company and Subsidiary Companies, including Directors
employees entitled to participate (including Whole-time Director) of the Company and its subsidiaries and as may be
in the ESOP decided by the Remuneration & Compensation Committee constituted for the purpose.

3 Vesting, requirement of Vesting The vesting period shall commence on the expiry of one year from the date of grant
and maximum period of vesting of Securities, and may extend up to 3 years from the date of vesting or such further or
other period as the Board/Committee may determine, from time to time.
The Securities would vest subject to continued employment with the Company or
its subsidiaries. In addition to this, the Board/Committee may specify performance
criteria/conditions to be met subject to which securities would vest in the employee. The
Securities may vest in tranches subject to the terms and conditions stipulated by the
Remuneration & Compensation Committee.
4 Exercise Price or Pricing formula The Securities would be issued at a market price (Exercise Price), which would be the
latest available closing price on the Stock Exchange, which records the highest trading
volume in the Company’s equity shares on the date prior to the date of the meeting
of the Board/Remuneration & Compensation Committee at which the Securities are
granted or at such price as the Board/Remuneration & Compensation Committee may
determine.
5 Exercise Period and the Process The exercise period will commence from the date of vesting and will expire not later
of Exercise than 3 years from the date of the vesting of the Securities or such other period as may
be decided by the Remuneration & Compensation Committee, from time to time.
6 Appraisal process for deter- The appraisal process for determining the eligibility of the employees will be in
mining the eligibility of the accordance with the ESOP Scheme 2009 or as may be determined by the
employees for ESOP Remuneration & Compensation Committee at its sole discretion.
7 Maximum number of options/ The maximum number of Securities granted to any employee including Directors of
shares/securities to be issued the Company in any one year will not exceed 1% of the issued equity share capital
per employee and in the aggre- (excluding outstanding warrants and conversions) of the Company.
gate
8 Disclosure and Accounting The Company will comply with the disclosure and accounting policies, as applicable.
policies
In case the Company calculates the employee compensation cost using the intrinsic
value of the stock options, the difference between the employee compensation cost so
computed and the employee compensation cost that shall have been recognized if it
had used fair value of the options shall be disclosed in the Director’s Report and also
the impact of this difference on profits and Earning Per Share (EPS) of the Company
shall also be disclosed in the Director’s Report.
Method of option valuation To calculate the employee compensation cost, the company shall use the Fair
Value Method for valuation of the options granted. In case the company calculates
the employee compensation cost using intrinsic value of the stock options, the
difference between the employee compensation cost so computed and the cost that
shall have been recognized if it had used the fair value of the options, shall be disclosed
in the Directors Report and also the impact of this difference on profits and on EPS of
the Company shall also be disclosed in the Director’s Report. As the Employee Stock
Option Schemes provide for issue of shares to be offered to persons other than
existing shareholders of the Company, consent of the members is being sought
pursuant to Section 81 (1A) and all other applicable provisions, if any, of the Act and as
per Clause 6(1) of the SEBI Guidelines.
In terms of the provision of Section 81 (1A) and other applicable provisions, if any, of the Companies Act, 1956 and ESOP
Guidelines, 1999, approval of the shareholders is sought to issue the Securities, pursuant to the Securities granted under the ESOP
Scheme – 2009, not exceeding in aggregate, five percent of the number of issued equity shares of the Company, from time to time, as
on the date(s) of grant of securities under the ESOP Scheme 2008.
The Board recommends the resolution as set out in item no. 8, 9 & 10 of the Notice for your approval.

Place : Chennai A Venkatramani
Date : 4th September 2009 Chairman

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 R Sivasankaran Mr Rajeev Agarwal

Date of Birth 23rd December 1976 27th February 1959
Date of Appointment as 27th March 2006 27th March 2006
Director
Qualifications yy Bachelor Degree in Engineering yy Member of The Institute of Chartered Accountants of

India (ICAI)
Expertise in Specific yy He is an entrepreneur and has ric- yy He is a Practicing Chartered Accountant having more
Functional Areas/ experience in the Web applications than 25 years of experience in Finance and Taxation.
Recognitions and multimedia technologies and He has a large clientele base
has achieved considerable amount
of success in short time in software
business.
List of Other Companies in yy Nil yy Ennore Coke Limited
Which Directorship is held*
Chairman/ Member of the yy Nil yy Chairman of the Audit Committee of Ennore Coke
committees of the Board of yy Member of Shareholder’s/Inves- Limited
the Companies (Includes tors Grievance Committee yy Chairman of the Audit Committee of your company
only Audit Committee and
Shareholder’s/ Investors’
Grievance Committee)
Number of Shares held in the yy Nil yy Nil
Company
* Only Public Ltd Companies are Considered

HIGHLIGHTS OF PERFORMANCE
(Rs. in Millions)
Particulars 2008 – 09 2007 – 08 2006-07
(12 Months Period) (12 months period) (12 months period)
Total Income 446.28 135.77 25.81
PBDIT 101.63 59.55 17.46
Profit Before Tax 61.85 41.83 6.07
Profit After Tax (PAT) 54.46 35.68 3.47
Cash Profits ( PAT + Depreciation + Amortisation) 82.14 52.73 16.80
Net Fixed Assets 130.75 51.65 40.08
Net Current Assets 235.74 60.31 17.83
Capital Work-in-Progress 347.40 45.23 -
Investments 659.20 - -
Miscellaneous Expenditure 3.90 5.86 7.81
Total Capital Employed 1376.99 163.05 65.72
Equity Share Capital 531.60 65.80 60.50
Share Premium 659.05 24.85 1.00
Profit & Loss A/c 88.56 34.11 2.78
Net Worth 1279.21 124.76 64.28
Loan funds 85.92 26.45 -
Share Application Money 9.19 9.19
Deferred Tax Liability 2.67 2.65 1.45
Total Capital Employed 1376.99 163.05 65.72
Amt (Rs.)
Dividend Per share - 0.14 0.50
Book Value Per Share # 2.41* 20.17 10.62
Earnings per Share ## 0.17* 5.77 0.57

Market Price per Share ### 0.31* 42.40 13.11
Notes
# Networth/ No. of Equity Shares

## PAT / No. of Equity Shares
### Market Price at BSE as on date of Balance Sheet.
* 1:1 bonus issued on 20th December 2008 and Rs.10/- per share converted into Re.1/- per share on 20th January 2009.

MANAGEMENT DISCUSSION AND ANALYSIS
Industry Outlook – Media & Entertainment Industry – (M&E)
Global Outlook: The Company in these years of its existence has mainly focused
in its inherent creative-building capabilities. The Company since
The Global Media and Entertainment (M&E) Industry is expected
identified the potentialities of the animation business both at the
to grow at CAGR 6.6%, and to reach $2.2 trillion in 2012. Over
domestic & global level, utilized much of its resources in creation
the next five years, Asia Pacific and Latin America will be the
of animated contents.
fastest growing regions. EMEA, the second largest market, will
expand at CAGR 6.8% to reach $792 billion in 2012. Central and The company, with the help of its creative skilled production team
Eastern Europe and Middle East Africa will fuel growth in this and its commitment to maintenance of world standard quality,
territory. The US currently remains the largest but steady M&E has successfully taken the Indian animation content-creation
market, growing at a CAGR 4.8% to reach $759 billion in 2012. industry to global level and made it to compete with the force of
As the trend towards globalization in the M&E industry continues, competition prevails at the global level.
Brazil, Russia, India & China will remain important sources for
The Company during the recent past has started to encompass
growth throughout the entire sector, driven by rising disposable
the other verticals of the M&E industry to its business module
income and an increasingly urbanized middle class.
viz., VFX, Education, E-Learning & Content Distribution. By
Indian Outlook this the company is heading towards attainment of 360 Degree
Global player status in the industry in which it is engaged.
The M&E industry was on of the fasted growing sectors in the
country in recent times, riding on the back of a buoyant economy The vertical growth of the Company during 2008-09 is discussed
and extremely favorable demographics. Young Indian’s higher below:
propensity for discretionary spending, propelled more money
I. Animation:
flow in the leisure and entertainment activities and giving a steady
impetus to the M&E industry. Indian M&E market is expected to a) Services:
grow at CAGR 12.5% over the period of 5 years. The Company has won two major International Orders
BUSINESS OVERVIEW in the business of 3D animation services. One, from the
world renowned M/s. Endemol UK PLC, London and
A brief overview of the Industry as a whole and that of the the other one is from a major East-Asian client. The
business model of your Company is discussed under: company has effectively utilized these two projects to
The Industry spread its wings in the global market.
The following verticals individually constitute the Media & The first mentioned project is an UK based project
Entertainment Industry: namely “The 99”. This project is blended not with arts
and creativity of just one country or region but it is a
yy Animation culmination of contemplation of creators from across
yy Visual Effect (VFX) the globe - the Script being done at Hollywood, the
yy Education development is being done here at Sanraa, voice at
yy E-Learning Canada, Production from UK, while the project is owned by
yy Gaming Kuwait based Teshkeel Media Group, the end beneficia-
yy Content Distribution ries of the project would be the audience in Europe, UK
yy Theatre Chain (Exhibition) & USA. This way it is called a real Global Project.
The vertical arms of Sanraa Media Ltd are: The second mentioned project is an East-Asian
Project. The company took this opportunity to mark its
yy Animation
entry and existence in the East Asian Region the one which
yy Visual Effect (VFX)
witnessing a rapid state of growth in M & E industry.
yy Education
yy Content Distribution b) Content Creation:
yy E-Learning - Growth Plan for 2010 & 2011 The company, as stated in its earlier reports, has already
yy Gaming - Growth Plan for 2010 & 2011 marked its achievement in creation of animated-content
yy Theatre Chain (Exhibition) - Growth Plan for 2010 & 2011 utilizing 2D & 3D technology.
The Company has started its business model concentrating only Animated Movie Product
in Animation segment of the M&E industry, and now it serving
almost 5 out of 7 major segments of the industry. The Company The Company has already started working in full-length
is very fanatical in making itself as a global player in this industry movies utilizing 2D and 3D technology. The entire cycle ie.,
and to make the world to call it as a 360 Degree Segment Player right from giving birth to the concept and up to post-production
in the M&E industry. level, the entire project cycle is being done in-house at Sanraa.

Further, the Company as a one step further, is already in talks for activities of Overseas non-theatrical rights for couple of films for
distributing these movies at international levels. Malaysian & Singapore territory.
One among them is the 2D Animated Movie “Bal Bharath”. The Company has already distributed a couple of Feature
films in Tamil language effective Apr’09 and an overseas
A brief note on the movie “Bal Bharath”
action film “Sijunki Incident”, starred by the international
“Mahabharata” is one of the twin epic of India-other being “Rama- superstar Jacky Chan and his winning team. This movie
yana”. A famous proclamation about the Mahabharata is “What is has been distributed both in English & Tamil languages
not in it is nowhere.” This is a fact in endurance for 26 centuries simultaneously. The Company foreseeing an steady growth
and still remains a fact and will remain as such. The great epic of in this vertical and planned to distribute 3-5 Movies in Tamil
Mahabharata is not a mere tale of heroic men and women, but Language & 2-3 Movies in English Language.
a divine, a philosophy and a way of life unto itself, with the Gita
As a future growth plan, the company will be focusing on
(the great scripture) as its core .The fascinating amalgamation of
this vertical and at global level and utilize that opportunity to
the heroic deeds of the epic make up an immortal story that is still
market the animated contents of the company in the global
told and retold .These stories are as much an integral part of the
arena.
formative years of Indian children as their daily meal.
OUTLOOK:
The other full length project is the 3D Animated Movie “Om
Muruga”. Future Growth plan:
A brief on the movie “Om Muruga” It has been decided to further diversify the business vertical arm
of the company into unexplored segments of the industry as
Om Muruga is an animated feature film in multi-lingual. The
mentioned below.
film portray the boyhood days of God Murugan and his battles
against the invincible Asura-king Surapadman and his fearsome yy E-Learning
brothers commanding massive armies. The story takes the audi- yy Gaming
ences through the ancient mythological worlds of the Devas and yy Theatre Chain (Exhibition)
Asuras, the creation and birth of God Muruga and how he grows
1. E-Learning:
up to face his destiny. Retelling the legendary Kanda Puranam
alies “Om Muruga” keeps the essence of the original while To enter into these verticals, the Company has procured an
aiming to capture the pulse of the present generation of viewers. Animation E-learning content material, which is adaptable
to most of the domestic & international languages. The
Using high end 3D imagery and technology blended with Company has also invested in an E-Learning service pro-
classical Indian art and mythology, Sanraa aims to make a movie vider company. By way of this investment your company
of international standards to capture the imaginations of children has targeted to reach the international markets in the area
and adults alike to address the Global Entertainment Segment. of E-Learning and digital Content. Your Company envisages
II. VFX: that this deal would be a bridge in connecting with major
International clients / segments. The Company along with its
The Company has already extended its arm under this procured Animation E-Learning Content and the E-Learning
vertical by doing Animation & VFX effects for a Tamil feature Service Provider will give a platform to host the E-Learning
film “TN 07 – AL 4777”, which has also been released by the Product as a profitable business vertical in the coming years.
company.
2. Gaming:
In the near future the company is expecting a steady growth
under this vertical by serving contents across all Indian In pursuance of future growth, the Company has already
languages & global content market. created a niche in this business vertical. The company
has planned to acquire few more companies which have
III Education: already presented their foot in the gaming industry. By way
of these acquisitions, the time-gap between production
During this year under review the Company has registered
stages and the end-product stage can be minimized to a great
a steady growth under this business vertical. The Company
extent. The company aims to expand its reach into the global
has successfully stared a new facility, inaugurated by the
market of gaming industry by way of cross-segmental
Hon’ble British High Commissioner. The Company aim and
knowledge sharing within the business verticals.
strive to make this facility to be identified by the mass media
as a thought provoking knowledge centre for animation and 3. Theatre Chain (Exhibition);
gaming industry.
This is the high reaching vertical of the Media and
IV Content Distribution: Entertainment industry. The company has plans to enter
this vertical by hiring or acquisition of theatres, especially in
The Company has identified an enormous growth opportuni-
India, Singapore & Malaysia where the growth for Media and
ties in this new business vertical and has ventured into the
Entertainment Industry is enormous. Your Company strongly
business vertical of content distribution.
believes that this business vertical will give a strong platform
During this year the Company has distributed the Tamil to market its own animated-content across the globe, by way
Movie “TN 07 – AL 4777”. It has also done trading of exhibiting the same in theatres owned by it.

Your company has plans to start this business vertical Income
by 4th Quarter of 2009-10 and in pursuance of the same
During the year under review, the total income grew to
already started discussions with potential players in the busi-
Rs. 4462.77 Lakhs from Rs.1357.68 Lakhs (Being the amount
ness. The company has started discussion for acquisition
for the year ended 31st March 2008), representing an increase
of a Singapore based Company and planned to attach the
of 3105.09 Lakhs. Operating Income for the year ended 31st
Singapore & Malaysian territory business segments with that
March 2009 grew by 328% in comparison to the Operating
company. Your Company feels that this acquisition will give
Income for the previous financial year.
leverage to enter into Content Exhibition Segment in the said
territories. Operating Expenses
THREATS, RISKS & CONCERNS During the Year ended 31st March 2009, the company
incurred operating expenses of Rs. 3446.43 lakhs representing
Competition 77.22% of operating income. The main contributors to the total
operating expenses are: Operating Cost 16.04%, Administrative
As the industry is poised for stage of exponential growth, a lot
Cost 12.04% & Content acquisition expenses 71.92%.
of Companies are entering this arena and the cost efficient
competitors are increasing. Also in the global scenario, there is Profit before Interest, Tax, Depreciation & Amortization
a huge advent of animation and gaming companies in China, The Company had a profit before interest, Tax,, Depreciation
Korea, Philippines and Singapore. These Countries also have and Amortization of Rs 1016.32 lakhs for the year under Review
a huge cost advantage like India. Over and above that, the as compared to Rs.595.44 lakhs for the year ended 31st March
Government in such countries is actively supporting the growth 2008, which represents an increase of 171% over the previous
of the Media Industry by introduction of subsidies and initiation of financial year. The EBITDA margin for the year ended 31st March
several schemes to support Animation Companies. 2009 and year ended 31st March 2008 stood at 22.78% and
Scarcity of Human Capital 43.86% respectively.
Interest, Depreciation and Amortization
This is an inherent problem with this industry. The skill required
here has to be combination of creativity and synergizing of During the year under review, the Depreciation and Amortiza-
technology to bring the best results. There are very few tion charges was at Rs. 276.83 Lakhs and Finance Cost was
training centers providing training which cater to the needs of the at Rs.121.00 Lakhs against Rs. 170.47 lakhs and 6.63 Lakhs
Industry. Also there is a lack of any organized channel of educa- respectively for the year ended 31st March 2008.
tion and awareness as relating to the potential of this industry. Profits and Taxes
Capital Intensive and technology obsolence The Profit before Tax for the Year ended 31st March 2009 stood at
Rs. 618.50 lakhs, representing an increase of 148% as compared
This Industry is very capital intensive and typically requires
to the previous year ended 31st March 2008. The tax charge
high-end systems and storage equipment and proper
for the current year is mainly attributable to the Fringe Benefit
infrastructure planning. Also the methods, software used in this
Tax (Rs. 4.19 lakhs) Provision for Income Tax (69.60 lakhs) and
field are dynamically changing and the advent of new technology,
deferred tax (Rs.0.14 lakhs). The Profit after Tax for the year
techniques and upgrades seem to be very fast. It poses a
ended 31st March 2009 was Rs. 544.57 Lakhs as against
continuing challenge to companies in this Industry to adapt to
Rs.356.80 Lakhs for the year ended 31st March 2008. The PAT
newer technologies and also for the personnel to get trained and
margin for the year ended 31st March 2009 and year ended 31st
use these effectively.
March 2008 stood at 12.20% and 26.28% respectively.
FINANCIAL REVIEW & RISK MANAGEMENT: HUMAN RESOURCES AND INDUSTRIAL RELATIONS:
DISCUSSION ON FINANCIAL PERFORMANCE: The Company makes efforts to ensure that employees are pro-
vided with a congenial work atmosphere. Facilities are equipped
FINANCIAL HIGHLIGHTS with state–of-the-art hardware, software and communication
(Rs in lakhs) equipment apart from periodic recreational facilities to motivate
Year Ended Year Ended the team. The company intends to continuously improve the
Particulars 31st March 31st Remarks quality of people through training in skill development, as well as
2009 March 2008 in personality development. Management places great emphasis
on continuously improving the work environment and ambience
Operating Increase of to nurture innovation and creativity.
4462.77 1357.68
Income 328%
INTERNAL CONTROL SYSTEMS:
Increase of
EBITDA 1016.32 595.44 The Company has an adequate systems and internal
171%
controls to safeguard the assets of the company; and to ensure
Increase of
PBT 618.50 418.30 maintenance of proper accounting records. Audit Committee
148%
periodically reviews the functioning of the entire system.
Increase of For and on behalf of the board
PAT 544.57 356.80
153% Place : Chennai A Venkatramani

RESULTS AT A GLANCE
Operating income
2008-09 446.28
Financial year
Operating income
2007-08 135.77
Rs. in Millions
Profit Before Tax
80
Rs. in Million
60
40
20
0
2007-08
2008-09
Financial Year
Profit After Tax
60
50
Rs. in Million
40
2007-08
30
2008-09
20
10
0
2007-08 2008-09
Financial Year

DIRECTORS’ REPORT
TO THE MEMBERS
The Directors are pleased to present their Thirteenth Annual Report on the working of your company along with the audited Profit and
Loss Account for the year ended 31st March 2009 and the Balance Sheet as at that date.
FINANCIAL HIGHLIGHTS
The financial highlights are set out below:

(Rs. In Lakhs)
Particulars 2008 – 2009 2007 – 2008
Revenue 4462.77 1357.68
Profit before Interest Depreciation and Tax 1016.32 595.44
Interest & Finance Charges 121.00 6.63
Depreciation 276.83 170.47
Provision for Tax 69.60 47.40
Deferred Tax 0.14 12.09
Fringe Benefit Tax 4.19 2.06
Net Profit for the year 544.57 356.80
Accumulated Profit Brought forward from
Balance Sheet 341.06 27.80
Total Distributable profit 885.63 384.50
Dividend 37.21
Dividend Tax 6.32
Profit Carried over to the Balance Sheet 885.63 341.06
PERFORMANCE HIGHLIGHTS OF THE YEAR

The Board of Directors is pleased to state that during the financial year under review, the income of the company is Rs 4462.77
Lakhs as against Rs.1357.68 Lakhs for the previous financial year. The EBITDA for the financial year is Rs. 1016.32 Lakhs as against
Rs.595.44 lakhs for the previous financial year. The PAT for the financial year under review is Rs. 544.57 Lakhs as against Rs.356.80
lakhs for the previous financial year.
SHARE CAPITAL
During the year under review your company has issued 26580000 equity shares as fully paid up bonus shares at the rate of Rs.10/-
per share out of the funds capitalized from the credit balance of General Reserve Account. These shares have been listed with the
Bombay Stock Exchange with effect from 05.01.2009.
Further your company has sub-divided one equity share of the company of Rs.10/- each into ten equity shares of Re.1/- each with
effect from 20.01.2009.
The proceeds of the issue of GDR, the successful completion of which is already mentioned in the earlier report of the Directors, have
been utilized according to the objects stated in the notice issued by the company and reported on quarterly basis as a part of financial
results published pursuant to clause 41 of the listing agreement.
DIVIDEND
Considering the aggressive expansion plan of your company ahead, and the successful 1:1 bonus issue during the year, your board
has not recommended any dividend.
CHANGE OF NAME
During the year under review the name of your company has been changed from “Sanraa Software Limited” to “Sanraa Media Limited”
in order to bring the name more in line with the business your company engaged into.
TERM DEPOSITS
During the year under review, the 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 Annexures 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 there is no change in the Board of Directors.
In accordance with the provision of Articles of Association of the company, Mr. Rajeev Agarwal and Mr. R.Sivasankaran, 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 Board to
fix their remuneration.
COMPANY SECRETARY
The Company has a whole time Company Secretary as required under Section 383A 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 2009 and of the profits of the company for the year ended 31st March 2009;
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.
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 2009 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.
Place : Chennai A. Venkatramani

Annexure – A
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
a. Capital -
b. Revenue -
c. Total -
d. 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 results 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 begin- Not Applicable
ning of the financial year) following information may be furnished; -
a. Technology Imported -
b. Year of Import -
c. Has Technology been fully absorbed? -
d. If not fully absorbed, areas where this has not taken place reasons therefore and future
plan of action
C. Foreign Exchange Earnings and Outgo

(Amount in Rs. ‘000)
For the Year Ended 31st March 2009 For the Year Ended March 2008
1 Earnings 138514 60045
2 Outgo 2339 Nil
The Foreign Exchange earnings represent the services rendered in India to the International customers.

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 government 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 2009, the Board of Directors of the Company consisted of Two Executive Directors and Four Non Executive
Directors including three independent directors. Mrs Uma Karthikeyan and Mr Sukumar Subramanian are Executive Directors
and Mr A Venkatramani, the Chairman of the Company, is a Non-Executive Director. Mr Rajeev Agarwal, Mr K Rajagopal and
Mr R Sivasankaran are 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 30th September 2008 and the number
of other directorships and committee memberships/chairmanship as on 31st March 2009 are as follows:-
Number of
Attendance No of Committees**
Attendance in Directorships
Name of the Director Category in Last (Including Sanraa
Board Meeting in other
AGM Media Ltd.)
Companies
Held Attended Chairman Member
Mr A Venkatramani Chairman – Non 13 13 Yes 2 Nil 2
Executive Director
Mrs Uma Karthikeyan Executive Director 13 13 Yes 1 Nil 3
Mr Sukumar Subramanian Executive Director 13 13 Yes 1 Nil Nil
Mr Rajeev Agarwal Independent Director 13 13 Yes 3 1 Nil
Mr K Rajagopal Independent Director 13 13 Yes Nil 1 2
Mr R Sivasankaran Independent Director 13 13 Yes Nil Nil 2
• For the Number of Directorships in other companies 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 includes 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.

Board Procedures
The Board of Directors has met Thirteen (13) times during the financial year under review. The dates on which the meetings were held
are given below : 31st May 2008, 09th June 2008, 31st July 2008, 1st September 2008, 31st October 2008, 7th November 2008,
26th November 2008, 3rd December 2008, 12th December 2008, 12th January 2009, 31st January 2009, 19th March 2009 and 26th
March 2009.
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:
yy Sales, operations, investments and financial performance

yy Financial results
yy Staff matters, including senior appointments and extensions
yy Labour matters and human resource issues
yy Legal proceedings by or against the company
yy Legal compliance reports
yy Share transfer and demat compliance
yy 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. All the 6 directors in Sanraa Media Limited are retiring directors. On
this occasion, the retiring directors are Mr. R.Sivasankaran, and Mr.Rajeev Agarwal who, 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 Thirteenth Annual General Meeting to the shareholders
of the Company.
The Annual General Meeting for the year 2008 was held on 30th September 2008 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 Board has periodically reviewed the compliance reports prepared and placed before it in respect of
compliance with provisions of various laws as applicable to the company.
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 acts 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 Board and 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.
Mr S Arul Ganesh is the Secretary to the Audit Committee.
The Committee has met five times during the year on 09th June 2008, 31st July 2008, 31st October 2008, 31st January 2009 and 17th
February 2009 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 – Independent 5 5
2 Mr K Rajagopal Member Non Executive – Independent 5 5
3 Mrs Uma Karthikeyan Member Executive 5 5
4. Remuneration Committee
The Remuneration Committee of the Board of Directors consists of all non-executive Directors and two of them are indepen-
dent directors. The Remuneration Committee reviews and recommends the remuneration of Executive Directors and evalu-
ates their performance based on overall performance of the Company and Individual Performance. No Sitting fees are paid
to any of the Directors. The Committee met on 26.03.2009.
During the year under review there were two executive Directors. There was on changes in the remuneration to 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 A Venkatramani Chairman Non-Executive
2 Mr K Rajagopal Member Independent
3 Mr R Sivasankaran Member Independent
Mr.S Arul Ganesh, acts as a Secretary to the Committee.
Details of Remuneration to Executive Directors
S.No Name of the Director Amount Paid (In Rs “000) Per Annum
1 Mr.Sukumar Subramanian 1200
2 Mrs Uma Karthikeyan 1200
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 2008-2009 and they have also waived the
payment of sitting fees. All the four Non-Executive Directors does not hold any shares in Company as on 31st March 2009 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.,
and redressal thereof, within the purview of the guidelines setout 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:
S No Name of the Director Designation Category Attendance

Held Attended
1 Mr K Rajagopal Chairman Non Executive – Independent 20 20
2 Mr R Sivasankaran Member Non Executive – Independent 20 20
3 Mrs Uma Karthikeyan Member Executive 20 20
Mr S Arul Ganesh, Company Secretary of the Company is the Compliance Officer of the Company.
During the year under review the Committee met seventeen 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.
6. General Body Meetings:
The details of last three Annual General Meeting of the Company along with the Number of Special Resolutions passed are
as follows: -
No of Special
Year Date Time Venue
Resolutions Passed
3 S V Salai, Rajhasthan Jain Samaj, New No.131,
2005-2006 12th May 2006 11.00 A.M Old No.66, Thyegaraya Road, Pondy Bazar, T Na- Nil
gar, Chennai – 600 017
Hotel New Woodlands, Dr Radhakrishnan Salai,
2006-2007 28th September, 2007 10.00 A.M Nil
Mylapore, Chennai – 600 004
Hotel New Woodlands, Dr Radhakrishnan Salai,
2007-2008 30th September 2008 11.00 A.M 4
Mylapore, Chennai – 600 004
All the resolutions including the special resolutions as set out in the respective notices were passed by the shareholders unanimously.
Seven special resolutions for the following matters were put to vote through postal ballot, during the year under review. The said
resolutions were passed with requisite majority:
yy Amendment to Object clause of Memorandum of Association

yy Increase in Limits as per Section 293(1) (a) of the Companies Act, 1956
yy Increase in Limits as per Section 372A of the Companies Act, 1956.
yy Alteration in Articles of Association of the Company as per Section 31 of the Companies Act, 1956.
yy Allotment of Equity Shares to Employees under ESOS/ESPS.
yy Extension of Benefit under ESOS/ESPS to Employees of Subsidiary, Holding and Associate Companies
yy Allotment of Shares under ESOS/ESPS in excess of Clause 6(3) of the SEBI Guidelines

The details of Extraordinary General Meeting of the members held during the previous three financial years along with the Number of
Special Resolutions passed are as follows: -
Year Date Time Venue No of Special Resolutions Passed

2005-2006 - - -
2006-2007 2nd January 2007 11.00 A.M No.3 S V Salai, No.131, yy Increase in Authorised Capital
Thyagaraya Road, yy Issue of GDRs
T Nagar, yy Further Issue of Shares
Chennai 600 017 yy Increase in Limits under Section 293 (1) (a)
of the Companies Act,1956
yy Increase in Limits under Section 293 (1) (d)
of the Companies Act,1956.
yy Increase in Limits under Section 372 A of the
Companies Act,1956.
2007-2008 4th December 2007 11.00 A.M Hotel New Woodlands, yy Appointment of Mr. A.Venkatramani as
Dr Radhakrishnan Salai, Director
Mylapore, yy Appointment of Mr. A.Venkatramani as
Chennai – 600 004 Non-executive Chairman
yy Issue of equity shares/warrants on preferen-
tial basis
During the Year under review two Extra Ordinary General Meeting was held on 26th November 2008 and 12th January 2009 both 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.
7. Disclosures
a. Material Transactions
There are no materially significant related party transactions having potential conflict with the interest of the Company at large.
b. 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.
c. 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 2009 has been duly signed by the two Executive Directors of the Company.
d. 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 13th Annual General Meeting.
e. 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.
f. 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 2008-2009. A declaration to this effect signed by Executive
Director 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 individu-
ally 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 Tuesday, 29th September 2009

at 11.00 a.m.
Venue Hotel New Woodlands,
Dr Radhakrishnan Salai,
Mylapore, Chennai 600 004
(ii) Financial Year

Financial Year of the Company is from 1st April to 31st March.
(iii) Financial Calendar
The Financial Reporting for the Quarters are done as follows:

1st quarter ending on 30th June 2009 Fourth week of July 2009
2nd quarter ending on 30th September 2009 Fourth week of October 2009
3rd quarter ending on 31st December 2009 Fourth week of January 2010
4th quarter ending on 31st March 2010 Fourth week of June 2010.
(iv) Date of Book Closure
From 25th September 2009 to 29th September 2009.(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, 2nd Line Beach, Chennai – 600 001. The
Stock Code is SANRAA in BSE.
The Global Depository Receipts (GDRs) of the Company are listed at Societe de la Bourse de Luxembourg, Luxembourg.
(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
“INE889C01022”
(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
High Low Volume High Low
Apr-08 55.85 42.45 525678 17480.74 15297.96
May-08 93.00 58.60 3994940 17735.70 16196.02
Jun-08 87.00 50.55 1643637 16632.72 13405.54
Jul-08 51.00 37.20 393363 15130.09 12514.02

Aug-08 72.00 40.00 1704225 15579.78 14002.43
Sep-08 56.50 30.10 750010 15107.01 12153.55
Oct-08 30.40 18.35 457630 13203.86 7697.39
Nov-08 21.90 14.75 691938 10945.41 8316.39
Dec-08 19.85 8.85 2850236 10188.54 8467.43
Jan-09* 9.40* 0.52* 7002801 10469.72 8631.60
Feb-09* 0.53* 0.38* 10042845 9724.87 8619.22
Mar-09* 0.40* 0.29* 10036903 10127.09 8047.17
* 1:1 bonus issued on 20th December 2008.

*One share of Rs10/-each is converted into ten shares of Re.1/- each effective 20th January 2009.

SENSEX Movement for the Year.
(based on price of the last day of each month)
Sensex Vs Sanraa - Pre bonus & split

80.00 20000.00
70.00
60.00 15000.00
50.00
Sensex
Sanraa
40.00 10000.00
30.00 Sanraa
20.00 BSE Sensex 5000.00
10.00
0.00 0.00
Apr-08 May-08 Jun-08 Jul-08 Aug-08Sep-08 Oct-08 Nov-08Dec-08
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
e.mail: 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 Investor’ Grievance and Share
Transfer Committee of the Board of Directors.
(x) Distribution of Shareholding as on 31st March 2009
Shares of nominal value of No of Share holders Share / Debenture amount

Rs. Number % to total (In Rs.) % to total
Upto 5,000 292 4.09 840340 0.02
5,001 - 10,000 386 5.41 3709730 0.07
10,001 – 20,000 2156 30.20 42409220 0.80
20,001 – 30,000 154 2.16 4155210 0.08
30,001 – 40,000 1150 16.11 45756010 0.86
40,001 – 50,000 170 2.38 8335970 0.16
50,001 – 1,00,000 1640 22.98 128976510 2.43
Above 1,00,000 1190 16.67 5081817010 95.59
TOTAL 7138 100.00 531600000 100.00
(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 2009, 96.76 % of shares of the company have been dematerialized that is to say
51,43,93,700 equity shares out of 53,16,00,000 Equity Shares of the Company have been dematerialised. The detailed break-
up of shares as on 31st March 2009 is as follows:
Particulars No. Of Shares Percentage

CDSL 357965304 67.34
NSDL 156428396 29.43
PHYSICAL 17206300 03.23
(xii) Shareholding Pattern as on 31st March 2009
No of Shares held
% to Paid up Share
Sl.No. Particulars (equity shares of
Capital
Re.1/- each)
1 Promoters Group 24722400 4.65%
2 Non-Promoters Group
Bodies Corporate 110659641 20.82%
Individuals 94485664 17.77%
NRIs 4852295 0.91%
3 Shares held by custodians and against which Depository Receipts have 296880000 55.85%
been issued
TOTAL 531600000 100.00%
14844000 GDRs equivalent to 296880000 equity shares are convertible at the option of the GDR holders. The equity shares are held
by The Bank of New York, as depository for the GDRs.

(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.1 A, Eden Dale Apartments
New No.7, Bishop Wallers Avenue (East)
CIT Colony
Mylapore
Chennai – 600 004
Tamilnadu
(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 28th September, 2007 24th October 2014
2007-2008 30th September 2008 10th 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.
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.
11. 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.
◊ 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:
a. The Board
The Chairman of the Company is a Non-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.
b. 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.
c. 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.

d. Audit Qualifications
The Company’s financial statements are unqualified.
e. 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.
f. Evaluation of the Performance of the Non-Executive Directors
The Board evaluates the performance of the Non-Executive Directors every year.
g. Whistle Blower Policy
The Company has laid down Whistle Blower Policy, and the details of the said policy are given in the Annual Report.

Place : Chennai for and on behalf of the Board
Date : 4th September 2009 A Venkataramani
Chairman

Declaration on Code of Conduct
I, Sukumar Subramanian, Executive Director of Sanraa Media Limited hereby declare that all the board members and senior mana-
gerial personnel have affirmed for the year ended 31 March 2009 compliance with the code of conduct of the company laid down for
them.
Sukumar Subramanian
Executive Director
Place : Chennai
Date : 4th September 2009
Certificate by CEO and CFO pursuant to clause 49 of Listing Agreemet.
We, Sukumar Subramanian and Uma Karthikeyan, Executive Directors of the company hereby certify
1. That we have reviewed the financial statements and the cash flow statement for the year ended 31 March 2009 and that to the
best of our knowledge and belief,
yy These statements do not contain any materially untrue statement nor omit any material fact nor contain statements that might
be misleading, and
yy 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 are 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:
yy Significant changes in internal control during the year;
yy Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial
statements, and
yy Instances of significant fraud of which we 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.
Place : Chennai for Sanraa Media Limited

Date : 4th September 2009 Sukumar Subramanian Uma Karthikeyan
Executive Director Executive Director

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
2009 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 conducted the affairs of the company.
Place : Chennai for For R. Ravindran & Associates

Date : 20th June 2009 Chartered Accountants
R.RAVINDRAN
Proprietor
Membership No 23829

AUDITOR’S REPORT
To (vi) In our opinion and to the best of my information and

according to the explanations given to us, the said ac-
The Shareholders of Sanraa Media Limited counts give the information required by the Companies
Act, 1956, in the manner so required and give a true
1. We have audited the attached Balance Sheet of Sanraa and fair view in conformity with the accounting principles
Media Limited as at 31st March 2009 and Profit and Loss generally accepted in India subject to:
Account for the year ended on that date annexed thereto. These
financial statements are the responsibility of the Company’s a) in the case of the Balance Sheet, of the state of
management. Our responsibility is to express an opinion on affairs of the Company as at 31st March 2009;
these financial statements based on our audit.
b) in the case of the Profit and Loss Account, of the
2. We have conducted our audit in accordance with auditing profit for the year ended on that date; and
standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable c) in the case of the Cash Flow Statement, of the Cash
assurance about whether the financial statements are free of Flows of the Company for the year ended on that
material misstatement. An audit includes examining, on a test date.
basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the For R Ravindran & Associates
accounting principles used and significant estimates made Chartered Accountants
by management, as well as evaluating the overall financial R. RAVINDRAN
statement presentation. We believe that our audit provides a Place : Chennai Proprietor
reasonable basis for our opinion. Date : 20th June 2009 Membership No 23829
3. 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.
4. 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 2009, 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;

THE ANNEXURE REFERRED TO IN PARA 3 OF THE AUDITORS’ REPORT TO THE MEMBERS OF SANRAA MEDIA LIMITED
FOR THE YEAR ENDED 31ST MARCH 2009.
1. Fixed Assets: six months from the date on which they became payable.
a) The Company has maintained proper records to The company has Income tax liability of Rs. 47,39,883/- for
show full particulars including quantitative details and earlier year and service tax liability of Rs. 4,57,882/-
situation of fixed assets. outstanding for more than six months .
b) All the fixed assets have been physically verified by the 10. Absence of accumulated losses:
management during the year, which in our opinion is The Company has no accumulated losses. The Company
reasonable having regard to the size of the company has not incurred cash losses during the financial year cov-
and nature of its business. No material discrepancy was ered by our audit and the immediately preceding financial
noticed on such verification. year.
c) The Company has not disposed off any part of its fixed 11. Default in financial dues:
assets during the year. The company has not defaulted in repayment of dues to
2. Inventory: banks and financial institutions.
a) The Company does not carry inventory, hence 12. Granting of Loans on the security of shares:
verification and valuation of inventory does not arise. The Company has not granted loans and advances on the
3. Loans granted/ taken by the company: basis of security by way of pledge of shares, debentures and
a. The Company has not granted any secured or other securities. Accordingly clause (xii) is not applicable.
unsecured loans during the year to Companies listed 13. Chit Funds, Nidhi, Mutual Benefit Funds, Societies:
in the Register maintained under Section 301 of the The Company is not a chit fund or a nidhi/mutual benefit
Companies Act, 1956. fund/society. Therefore the provisions of clause (xiii) of the
b. The Company has not taken any loans from companies, Companies (Auditor’s Report) Order 2003 are not applicable
firms or other parties listed in the register maintained to the company.
under Section 301 of the Companies Act, 1956.
14. Dealing/ trading of shares and other instruments:
4. Internal Control over purchase of inventory and fixed The Company has not dealt in trading in shares.
assets and for sale of goods:
15. Guarantees for Loans:
In our opinion and according to the information and
According to the information and explanations given to us,
explanations given to us, there are adequate internal control
the Company has not given any guarantee for loans taken
procedures commensurate with the size of the company and
by others from banks or financial institutions. Accordingly
the nature of its business with regard to purchase of fixed
clause (xv) of the Order is not applicable.
assets and purchase and sale of goods. During the course
of audit, we have not observed any continuing failure to 16. End use of term loans:
correct major weaknesses in internal controls. The loan funds were applied for the purpose for which they
were raised.
5. Transactions with parties listed under section 301 of the
companies act, 1956: 17. Application of short term funds:
a) According to the information and explanations given to According to the information and explanations given to us
us, we are of the opinion that the transactions that need and on an overall examination of the balance sheet of the
to be entered into the Register maintained under section company, the company has applied long term funds for long
301 of the Companies Act, 1956 have been so entered. term uses.
b) In our opinion and according to the information and 18. Preferential Allotment:
explanations given to us, the purchase or sale or The Company has not made preferential allotment of
services or contracts aggregating to Rs. 50,000 or more shares to parties and companies covered under the register
were made during the year with any party in respect of maintained u/s 301 of the companies act, 1956.
whom registers are maintained under section 301 of the 19. Debenture Issued:
Companies Act, 1956. The company has not issued any debenture during the
6. Deposits from the Public: period covered by our audit. Accordingly clause 4(xix) of the
The Company has not accepted any deposits from the public order is not applicable.
under section 58A of the Companies Act. 20. End Use of Public Issues:
7. Internal Audit System: The funds raised on GDR issue were applied for the purpose
The Company has internal audit system commensurate with for which they were raised.
its size. 21. Frauds:
8. Cost Records: According to the information and explanations given to us,
The Provision of Section 209(1) (d) of the companies no fraud on or by the company has been noticed or reported
Act, 1956 regarding maintenance of Cost Records is not during the year.
applicable to the company. Place : Chennai For R. Ravindran & Associates
9. Statutory Dues: Date : 20th June 2009 Chartered Accountants
There are no undisputed amounts payable in respect of R. Ravindran
Wealth Tax, Sales Tax, Customs Duty and Excise duty as Proprietor
on 31st March 2009 outstanding for a period of more than M No 23829

Registered office: New No 7, Bishop Wallers Avenue(East), CIT Colony, Mylapore, Chennai 600004
BALANCE SHEET AS AT 31ST MARCH 2009

SCHEDULE 31-Mar-09 31-Mar-08
SOURCE OF FUNDS Rs. Rs.

Shareholders’ Funds
Share Capital 1 53 16 00 000 6 58 00 000
Reserves & Surplus 2 74 76 13 084 5 89 56 155
___________ ___________
127 92 13 084 12 47 56 155
Share Application Money 91 85 000 91 85 000

Loan Funds

Secured Loans 3 8 48 63 994 85 10 592
Unsecured Loans 4 10 58 334 1 79 40 561
___________ ___________
2 64 51 153 8 59 22 328
Deferred Tax Liability
___________ 26 59 379
___________ 26 73 487
137 69 93 900 16 30 51 687
___________
___________

___________
___________
APPLICATION OF FUNDS

Fixed Assets 5

Gross Block 19 76 63 848 9 08 87 711
Less: Depreciation 6 69 15 546 3 92 32 618
___________ ___________
Net Block 13 07 48 302 5 16 55 093
Capital work in Progress 34 74 00 000 4 52 30 145
___________ ___________
47 81 48 302 9 68 85 237

Investments 6 65 92 00 000

Current Assets, Loans and Advances

Sundry Debtors 7 24 54 36 589 7 42 93 218
Cash & Bank Balances 8 3 79 14 618 18 80 087
Loans Advances 9 1 48 10 490 78 06 374
___________ ___________
29 81 61 697 8 39 79 682
Less : Current Liabilities & Provisions

Current Liabilities 10 4 30 21 918 1 33 07 133
Provisions 11 1 93 98 378 1 03 62 394
___________ ___________
6 24 20 296 2 36 69 527
Net current Assets 23 57 41 400 6 03 10 155

Miscelleaneous Expenditure 12 39 04 197 58 56 295
( to the extent not written off )
___________ ___________

137 69 93 900
___________ 16 30 51 687
___________
Notes on Accounts 18
As per our Report of Even Date attached For and on behalf of the Board

For R Ravindran & Associates
Chartered Accountants Uma Karthikeyan
Director
R Ravindran
Proprietor
Membership No 23829
Place : Chennai, Sukumar Subramaniam
Date : 20th June 2009 Director

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31.03.2009

SCHEDULE 31-Mar-09 31-Mar-08
Income Rs. Rs.

Sales and Services 13 43 75 77 742 13 46 33 159
Other Income 14 86 99 749 11 35 182
_______________ _______________
44 62 77 491 13 57 68 341
_______________ _______________
Expenditure

Personnel Cost 5 52 21 685 2 06 64 974
Administrative and Other Expenses 15 3 53 79 942 2 30 01 204
Content acquisition expenses 24 79 00 831 2 50 01 500
Selling and Business Promotion Expenses 16 61 42 734 75 56 206
Finance Charges 17 1 20 99 792 6 62 919

Depreciation 2 76 82 928 1 70 46 736
_______________ _______________
38 44 27 912 9 39 33 539
_______________ _______________

Profit Before tax 6 18 49 579 4 18 34 802
Provision for Taxation
Current Tax 69 59 880 47 39 883
Deffered Tax 14 108 12 08 533
Fringe Benefit Tax 4 18 662 2 06 372

Profit After tax 5 44 56 928 3 56 80 014
Add: Unappropriated profits from Previous Year 3 41 06 156 27 79 760
Profit Available for Appropriation ______________ ______________
8 85 63 084 3 84 59 774
______________ ______________
Appropriations

Proposed Dividend 37 21 200
Dividend Tax 6 32 418
Balance Carried over to Balance Sheet 8 85 63 084 3 41 06 156
______________ ______________
8 85 63 084 3 84 59 774
______________ ______________
Earning Per Share (Basic & Diluted) 0.17 5.77
Notes on Accounts 18


Director

R Ravindran
Proprietor
Membership No 23829

CASH FLOW STATEMENT FOR THE PERIOD 31.03.2009

Rs in Lakhs
2008-09 2007-08

A. Cash flow from operating Activities

Profit for the year 61,849,579 41,834,802
Adjustments for

Depreciation 27,682,928 17,046,736
Miscellaneous expenses w/o 1,952,098 1,952,098
Interest Expenses 12,099,792 662,919
Provision for Expenses 7,073,581
Operating Income before working Capital Changes 110,657,978 61,496,555
Adjustments for
Increase / decrease in Trade and other receivables (171,143,371) (52,861,000)
Increase / decrease in Loans & Advances (7,004,116) (5,078,000)
Increase / decrease in Inventory

Increase / decrease in Trade paybles 29,714,785 10,532,000
Cash inflow from operations (37,774,724) 14,089,555
Interest Paid (12,099,792) 663,000
____________ ____________
Net cash from Operations A (49,874,516) 13,426,555
____________ ____________
B. Cash Flow from Investing Activities

Purchase of Fixed Assets (408,945,993) (73,849,000)
Investments (659,200,000)
____________ ____________
Net Cash used in Ivesting Activities B (1,068,145,993) (73,849,000)
____________ ____________
C. Cash flow from Financing Activites

Increase in term loans 59,471,175 26,451,000
Share application money - 9,185,000
Share capital & share Premium 1,100,000,000 29,150,000
Dividend & Taxes paid (5,416,139) (3,583,000)
____________ ____________
Net Cash from Financing Activites C 1,154,055,036 61,203,000
____________ ____________
Net increase in cash and cash equivalents ( A+B+C ) 36,034,527 753,555

Cash and Cash equivalents as at 1st April 1,879,555 1,126,000
Cash and Cash equivalents as at 31st March 37,941,082 1,879,555


Director

R Ravindran
Proprietor
Membership No 23829

SCHEDULES FORMING PART OF THE ACCOUNTS

31-Mar-09 31-Mar-08
Schedule 1
Share Capital (Rs.) (Rs.)
Authorised Share Capital

75,00,00,000 Equity Shares of Rs. 1/- each 75 00 00 000 10 50 00 000

_________ ________
(7,50,00,000 Shares of Rs.10 subdivided
into 75,00,00,000 shares of Re.1/-)
Pr. Yr. 1,05,00,000 Equity Shares of Rs. 10/- each

Issued , Subscribed and Paidup Capital

6,58,00,000 Equity Shares of Rs. 1/- each 6 58 00 000 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 representing
underlying Equity shares of the GDR at
the time of issue subdivided into 20,00,00,000 shares
of Re.1/- each)

2,65,80,000 Equity Shares of Rs. 1/- each 26 58 00 000
through issue of bonus shares
(2,65,80,000 Equity Shares of Rs.10/- each representing
bonus issue subdivided into 26,58,00,000 shares of Re.1/- ___________ ___________
each) 53 16 00 000 6 58 00 000
___________ ___________

Schedule 2

Reserves & Surplus

Share Premium Account 65 90 50 000 2 48 50 000
Balance in Profit & Loss Account 8 85 63 084 3 41 06 156
___________ ___________
74 76 13 084 5 89 56 156
___________ ___________
Schedule 3
Secured Loans
Banks 53 63 006 45 13 592
(Secured on hypethecation of Equipments)
Bank OD A/C 7 63 06 311
(Secured on receivables)
Others 31 94 677 39 97 000
(Secured on hypethecation of Automobiles)
-
___________ ___________
8 48 63 994 85 10 592
___________ ___________
Schedule 4

Unsecured Loans
Corporate loans 10 58 334 1 79 40 561
___________ ___________
10 58 334 1 79 40 561
___________ ___________

Registered office: New No 7, Bshop Wallers Avenue(East), CIT Colony, Mylapore, Chennai 600004
Schedule 5
FIXED ASSETS 31-Mar-09
Assets Gross Block Depreciation / amortisation Net Block

Accumulated Depriciation Accumulated
At Cost as on Additions dur- Deletions dur- Cost as on as at as at
Description of the Asset Depreciation Amortisation Depn upto
01.04.2008 ing the period ing the period 31-Mar-09 31-Mar-08 31-Mar-09
01.04.2008 for the year 31-Mar-09
Assets subject to
Depreciation
1. Plant & Machinery 58 32 702 12 65 665 70 98 367 41 88 373 3 77 092 45 65 465 16 44 329 25 32 902
2. Office Equipments 9 93 556 11 69 553 21 63 109 6 16 629 2 41 567 8 58 196 3 76 927 13 04 913
3. Computer & Accessory 2 16 78 828 89 93 478 3 06 72 306 63 33 524 89 47 101 1 52 80 625 1 53 45 304 1 53 91 681
4. Furniture & Fixtures 62 39 526 89 20 984 1 51 60 510 14 47 162 24 70 870 39 18 032 47 92 364 1 12 42 478
5. Vehicles 62 90 000 8 39 843 71 29 843 1 35 707 17 92 856 19 28 563 61 54 293 52 01 280
Assets subject to
Amortisation
5. Goodwill 36 98 405 36 98 405 14 79 362 7 39 681 22 19 043 22 19 043 14 79 362
6. Software 4 61 54 694 4 55 86 614 9 17 41 308 2 50 31 861 1 31 13 761 3 81 45 622 2 11 22 833 5 35 95 686
7. IPR’s - Film Right 4 00 00 000 4 00 00 000 4 00 00 000
9 08 87 711 10 67 76 137 19 76 63 848 3 92 32 618 2 76 82 928 6 69 15 546 5 16 55 093 13 07 48 302
Previous Year 6 22 69 121 2 86 18 590 9 08 87 711 2 21 85 882 1 70 46 736 3 92 32 618 4 00 83 239 5 16 55 093
Annual Report for the Financial Year 2008 - 09

35

31-Mar-09 31-Mar-08

Schedule 6 (Rs.) (Rs.)
Investments

Unquoted Shares at Cost 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 10 51 313 80 61 137
Other Debts 19 43 85 276 6 62 32 081
___________ ___________
24 54 36 589 7 42 93 218
___________ ___________

Schedule 8

Cash and Bank Balances:

Cash in Hand 19 28 007 87 071
Bank balance with Scheduled Banks 3 59 86 611 17 93 016
in Current Account
___________ ___________
3 79 14 618 18 80 087
___________ ___________
Schedule 9

Loans, Advances & Deposits
(Unsecured, Considered good)
Deposits with Government Authorities 1 12 458 5 428
Other Deposits 15 300 14 800
Rental deposits 36 91 000 33 00 000
Advances Recoverable in Cash / Kind 1 09 38 583 44 86 146
Prepaid Taxes 53 149 -
___________ ___________
1 48 10 490 78 06 374
___________ ___________
Schedule 10

Current Liabilities

Sundry Creditors
- Creditors for Capital Goods 31 88 702 41 07 964
- Creditors for Expenses 1 22 01 892 36 82 596
- Creditors for Others 1 56 89 990 28 75 000
- Advance for Projects 62 77 122
Other liabilities
Statutory Dues 56 64 213 26 41 573
___________ ___________
4 30 21 918 1 33 07 133
___________ ___________


31-Mar-09 31-Mar-08

Schedule 11 (Rs.) (Rs.)

Provisions
Provision for Taxation 1 23 24 797 60 08 776
Provision for Expenses 70 73 581 -
Dividend payable(Include Dividend Tax ) - 43 53 618
1 93 98 378 1 03 62 394

Schedule 12
Miscellaneous Expenditure
(to the extent not written off or adjusted)

Deferred Revenue Expenditure 39 04 197 58 56 295
___________ ___________
39 04 197 58 56 295
___________ ___________
Schedule 13
Sales / service

Export Sales 25 60 13 984 6 00 45 285
Others 18 15 63 758 7 45 87 874
___________ ___________
43 75 77 742 2 56 36 769
___________ ___________
Schedule 14

Other Income
Interest on bank deposits 90 522
Tax provision written off 9 23 838
Foreign currency fluctuation income 82 88 526 39 828
Others 4 11 223 80 994
___________ ___________
86 99 749 11 35 182
___________ ___________
Schedule 15
Adminstrative and Other Expenses

Rent, Rates & Taxes 86 65 988 11 93 725
Communication Expenses 20 11 848 4 49 016
Travelling & Conveyance 9 82 523
Deferred Revenue Expenses Write Off 19 52 098 19 52 098
Printing Stationary 11 56 785 5 68 352
Electricity Charges 26 88 276 11 34 197
Repairs & Maintenance 12 81 297 8 63 179
Staff Welfare Expenses 11 40 748 2 60 041
Audit Fee 2 20 720 2 13 484
Legal Expenses 20 320
Professional and Consultancy Charges 98 59 846 40 98 925
Baddebts written off 1 07 03 509
Registrations & Renewals 6 43 140 3 49 396
Security charges 4 93 500 1 64 785
Other Administrative expenses 42 83 175 10 30 178
___________ ___________
3 53 79 942 2 30 01 204
___________ ___________


31-Mar-09 31-Mar-08

(Rs.) (Rs.)
Schedule 16

Selling and Business Promotion Expenses

Advertisement and Publicity 10 77 013 11 39 754
Business Promotion Expenses 14 65 007 39 47 490
Commission on Sales and Services 12 91 105 1 51 047
Travelling and Conveyance Expenses 23 09 609 23 17 916
___________ _________
61 42 734 75 56 206
___________ ___________

Schedule 17

Finance Charges

Interest on loans 58 43 504 5 53 368
Processing Fees 13 45 265 1 09 551
L C Interest and handling Charges 49 11 023
___________ ___________
1 20 99 792 6 62 919
___________ ___________

SCHEDULE – 18
NOTES TO ACCOUNTS FORMING PART OF ACCOUNTS FOR THE YEAR ENDED 31.03.2009
SIGNIFICANT ACCOUNTING POLICIES iv) Intangible assets such as software and goodwill are
amortised over the estimated useful life of the assets
1. Basis of Preparation
determined by the management.
i) The Financial statements have been prepared on the v) Capital work in progress is not subject to depreciation.
historical cost convention on going concern basis,
in accordance with Generally Accepted Accounting 5. Revenue recognition
Principles, the relevant provisions of the Companies i) Animation service development service revenue is
Act, 1956 complying in all materials respects with the recognized on proportionate completion method.
mandatory Accounting Standards issued by the Institute ii) Revenue from animation academy is recognised
of Chartered Accountants of India. proportionate to the period of instruction.
ii) The company generally follows the mercantile system of iii) Income from Media trading activity is recognized upon
accounting and recognizes income and expenditure on execution upon execution of agreements for sale and
accrual basis. purchase.
2. Use of Estimates
6. Foreign currency transactions
The preparation of the financial statement in conformity with
the GAAP requires that the management makes estimates i) Foreign Currency transaction arises on account of Glob-
and assumptions that affect the reported amounts of assets al Depository Receipts and export of software services.
and liabilities, disclosure of contingent liabilities as at the ii) The transactions on export of services are recorded
date of financial statements, and the reported amounts of as per the rates prevailing on the date of rendering
revenue and expenses during the reported year. Examples services.
of such estimate include estimated useful life of fixed assets. iii) GDRs are recorded as per the rates prevailing on the
Actual results could differ from those estimates. dates of raising such receipts.
iv) Exchange differences arising upon collection from such
3. Fixed Assets transactions are charged or credited to the profit and
i) Fixed assets are stated at historical cost after reducing loss account.
accumulated depreciation until the date of the Balance v) As at the year end the company has restated the foreign
Sheet. Direct costs are capitalised until the assets are currency balances as per the rates prevailing as at the
ready for use and include financing costs relating to bor- year end.
rowing attributable to acquisition. 7. Retirement Benefits
ii) Software (asset) represents the capitalised cost of
expenditures such as rent, salaries, power, relevant The contribution payable by the company to Provident Fund
overheads and test marketing expenses incurred in the is charged to the profit and loss statement.
earlier years towards the development of softwares.
iii) Goodwill represents the difference between the The company shall benefit the employees towards retirement
purchase price and the book value of assets and benefits out of its own funds. The Company has provided for
liabilities acquired. accruing Gratuity liability, for all employees, whether liable
iv) The expenditure representing development costs statutorily or otherwise, as at the year end on self valuation
incurred at the branches in the previous year and basis in accordance with the method prescribed under the
grouped therein as Capital Work in progress has been relevant statute.
capitalized during the current year as software upon
completion and test run. 8. Deferred revenue expenditure
v) The payments during the current year towards the cost i) The company has accumulated in the earlier years
of overseas acquisition and modification of educational Research and Development expenses on software as
content have been grouped. deferred revenue expenditure.
vi) IPRS represent the cost of acquisition of film ii) The company has written off such expenditure on
distribution rights. straight line method, in proportion to the period of its
4. Depreciation utility estimated by the management.
9. Taxes on Income
i) Depreciation is recognised only in respect of Fixed
Assets put to use. i) Current tax is the amount of tax payable on the taxable
ii) Individual assets acquired for less than Rs 5000/- are income for the year and determined in accordance with
entirely depreciated in the year of acquisition. provisions of the income tax act, 1961.
iii) Depreciation on other Fixed Assets have been provided
on written down value on a pro rata monthly basis at the ii) Deferred tax is recognized, on timing differences, being
rates specified in Schedule XIV of the companies Act, the difference between taxable income and accounting
1956.

income computed using the tax rates and the laws that date. These are reviewed at each balance sheet and
have been enacted or substantively enacted as of the adjusted to reflect the current best estimates.
Balance sheet date.
ii) Contingent Liability is disclosed for possible
iii) Deferred tax assets are recognized only if there is a obligation which will be confirmed only by future events
virtual certainty that there will be realized and reviewed not wholly with in the control of the company (or) Present
for the appropriateness of their carrying values at each obligation arising from past events where it is not probable
Balance sheet date. that an outflow of resources will be required to settle the
obligation or reliable estimate of the amount of
10. Provisions, Contingent Liabilities and Contingent obligation cannot be made.
Assets
iii) Contingent asset not recognized in the Financial
statements since this may result in the recognition of
i) A provision is recognized when there is a present
income that may never realized.
obligation as a result of past vents and it is probable
that an outflow of resources will be required to settle the 11. Interim Financial Reporting
obligations, in respect of which a reliable estimate
can be made. Provisions are not discounted to its The company has adopted in the preparation of interim
present value and are determined based on best estimate financial statements, the accounting policies, consistent with
required to settle the obligation at the balance sheet those of the annual financial statements.

NOTES TO ACCOUNTS
1. Capital raised through Global Depositary Receipt
i) The Company during the year raised fresh capital of Rs.20,00,00,000/- along with Share Premium of Rs. 90,00,00,000/-
through issue of GDR of the value of USD 27.5 Million representing underlying 2,00,00,000 equity shares equitant of Rs.10/-
each at Rs.55/- per share.
ii) The Company allotted 2, 65,80,000 bonus shares of Rs.10 each at 1:1 ratio
iii) In Jan 2009, the 5,31,60,000 shares of Rs.10/- each were subdivided into 53,16,00,000 shares of Re.1/- each.
iv) The object of the Issue is to fund the expansion of the animation studio and working capital.
2. Software Technology Parks Scheme
The company has setup at Chennai, a hundred percent export oriented unit under the Software Technology Park Scheme. The
company has availed tax exemption on such scheme in accordance with the provision of the income tax Act, 1961.
3. Investments

Investments represent the cost of acquisitions in unquoted equity shares of overseas corporate entities. The Investments were
made to enhance the revenue generation capacity of the company. The company is holding these equities as current investments.
As at the year end, these investments have not yielded dividend revenue. In the opinion of the management, the fair market values
of these investments are higher than the cost of acquisition as the year end. Hence the investments are stated at cost being the
lower of the cost or fair market value.
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.
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.
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.

2008- 09 2007-08
Net Profit for the year (Rs.) 5,44,56,928 3,56,80,014
Weighted Average Number of Equity Shares 32,25,19,231 61,82,500

outstanding during the year
Basic Earnings per Share on weighted Ave. (Rs.) 0.17 0.57

(Face value of Re.1/- each)
7. Deferred Tax Liability

Break up of Net Deferred Tax Liability is as under

31.03.2009 31.03.2008
Deferred Tax Asset (A) NIL NIL

Deferred Tax Liability arising out of Timing Difference
Relating to :
1. Depreciation (B) 26, 73,487 26, 59,379

Net Deferred Tax Liability (A-B (26, 73,457) (14,50,846)
8.
Managerial Remuneration
2008-09 2007-08

Profit before tax 6, 18, 49,579 4,18,34,802
Add Directors’ Remuneration 24, 00,000 14,09,450
Profits for the purpose of
Managerial remuneration 6, 42, 49,579 4, 32, 33,700
Maximum Remuneration
Payable (5 % thereon) 32, 12,479 21,62,213
Remuneration Paid
Mrs. Uma Karthikeyan (Whole Time Director) 12, 00,000 5,00,450

Mr. Sukumar Subramanian(Executive Director) 12, 00,000 9,09,000
Total Managerial Remuneration paid 24, 00,000 14,09,450
9. Remuneration to Statutory Auditors

2008-09 2007-08

Statutory Audit fee 1,25,000 45,000
Tax Audit 50,000 15,000
Certification 25,000 40,000
Service tax 20,720 12,360
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.
11. Segment Reporting
The Company is primarily engaged in the business of production and services of animation and media related programs. All
the activities of the Company revolve around the main business. Further, the Company does not have any separate geographic
operations other than India. As such there are no separate reportable segments as per AS-17 “Segmental Reporting” issued by
the Institute of Chartered Accountants of India.
12. Related Party Disclosure
Relative of Directors
NIL
Group Companies
NIL
Key Management Personnel
Mrs. Uma Karthikeyan (Executive Director)
Mr. Sukumar Subramaniam (Executive Director)
13. Disclosures under Listing Agreement
As required by the amendment to Clause 32 of the listing agreement vide SEBI circular no. 2 / 2003 of 10th January, 2003, the
following disclosure are made:
yy Loans and advances in the nature of loans to subsidiaries: Not Applicable.

yy Loans and advances in the nature of loans to associates : Not Applicable.

yy Loans and advances in the nature of loans to firms / companies in which directors are interested: Nil
yy Investments by the Loan in the shares of the Company as on 31st March 2009: Nil.
14. Accounting Period
The accounting period is twelve months from 01.04.2008 to 31.03.2009.

15. Managerial assertions
yy No amount is due to Small Scale Ancillary Industrial Undertakings.
yy 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.
yy Debit and Credit balances are subject to confirmation or reconciliation.
yy 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.
16. Contingent Liabilities not provided for
Sl No. Name of the Nature of 31.03.2009 31.03.2008 Form Where the

Statute Dues (Rs.) (Rs.) Dispute is Pending
1. Income Tax Income Tax 16,67,632 16,67,632 CIT & ITAT(Appeals)

Act, 1961
17. Regrouping
Previous year’s figures have been re-grouped wherever necessary.
18. Cash flow Statement

Cash flow statement is enclosed.
As per our Report of Even Date attached for and on behalf of the board
For R.RAVINDRAN & ASSOCIATES
Chartered Accountants Sukumar Subramanian Uma Karthikeyan
Director Director
R.RAVINDRAN
Proprietor
Place : Chennai.
Date : 20.06.2009

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 : 31.03.2009
II. Capital raised during the year (Amount in Rs. Thousands)
Public Issue : 200000 Rights Issue : NIL

Bonus Issue : 265800 Private Placement : NIL
III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)
Total Liabilities : 1376993 Total Assets : 1376993
Sources of Funds
Paid up Capital : 531600 Reserves & Surplus : 747613
Secured Loans : 84864 Unsecured Loans : 1058
Deferred Tax Liability : 2673 Share Application Money : 9185
Application of Funds
Net Fixed Assets : 130748 Investments : 659200

Net Current Assets : 235741 Misc. Expenditure : 3904
Accumulated Losses : Nil Capital Work-In-Progress : 347400
IV. Performance of Company (Amount in Rs. Thousands)
Turnover : 437577 Total Expenditure : 384427

Profit/Loss Before Tax : 61850 Profit/Loss After Tax : 54457
Earnings Per Share in Rs. : 0.17 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 gamed and other new media
technology services

For Sanraa Media Ltd
Place : Chennai Sukumar Subramanian Uma Karthikeyan

Date : 20th June 2009 Director Director

Regd Off : 1 A Eden Dale Apartments, New No.7, Bishop Wallers Avenue (East),
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 Thirteenth Annual

General Meeting held at 11.00 am on 29th September, 2009 at Hotel New Woodlands, Dr Radhakrishnan Salai, Mylapore, Chennai
600 004
SIGNATURE OF THE MEMBER/PROXY
………………............................................................................CUT HERE……………….........................................................................
FORM OF PROXY
SANRAA MEDIA LTD
Regd Off : 1 A Eden Dale Apartments, New No.7, Bishop Wallers Avenue (East),
Folio No:
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 29th September, 2009 at 11.00 A.M and at any adjournment thereof.
Signed this .......................................... Day of ................................. 2009.
Folio No
No. of shares held Affix
Client ID No. Re.1
revenue
stamp
Signature
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 Annual Report 08 09

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BOARD OF DIRECTORS

Mr. A VENKATRAMANI - Chairman

PRODUCTION UNITS- CHENNAI

PRODUCTION UNIT – BANGALORE

Annual Report for the Financial Year 2008 - 09 1

S.NO PARTICULARS PAGE NO

4. Management Discussion and Analysis 10

6. Report on Corporate Governance 17

2 Annual Report for the Financial Year 2008 - 09

The Road Ahead

Annual Report for the Financial Year 2008 - 09 1

2 Annual Report for the Financial Year 2008 - 09

Annual Report for the Financial Year 2008 - 09 3

4 Annual Report for the Financial Year 2008 - 09

a. Changes, if any in their address

Annual Report for the Financial Year 2008 - 09 5

Item No 5 bankers in the ordinary course of business, in excess of the ag-

Sr. No. Particulars Disclosures

6 Annual Report for the Financial Year 2008 - 09

For and on behalf of the board

Annual Report for the Financial Year 2008 - 09 7

(In Pursuance of Clause 49 IV (G) of the Listing Agreement)

Name of the Director Mr R Sivasankaran Mr Rajeev Agarwal

Qualifications yy Bachelor Degree in Engineering yy Member of The Institute of Chartered Accountants of

* Only Public Ltd Companies are Considered

8 Annual Report for the Financial Year 2008 - 09

PBDIT 101.63 59.55 17.46

Profit Before Tax 61.85 41.83 6.07

Profit After Tax (PAT) 54.46 35.68 3.47

Cash Profits ( PAT + Depreciation + Amortisation) 82.14 52.73 16.80

Net Fixed Assets 130.75 51.65 40.08

Net Current Assets 235.74 60.31 17.83

Capital Work-in-Progress 347.40 45.23 -

Miscellaneous Expenditure 3.90 5.86 7.81

Total Capital Employed 1376.99 163.05 65.72

Equity Share Capital 531.60 65.80 60.50

Share Premium 659.05 24.85 1.00

Profit & Loss A/c 88.56 34.11 2.78

Net Worth 1279.21 124.76 64.28

Loan funds 85.92 26.45 -

Share Application Money 9.19 9.19

Deferred Tax Liability 2.67 2.65 1.45

Total Capital Employed 1376.99 163.05 65.72

Dividend Per share - 0.14 0.50

Book Value Per Share # 2.41* 20.17 10.62

Earnings per Share ## 0.17* 5.77 0.57

# Networth/ No. of Equity Shares

Annual Report for the Financial Year 2008 - 09 9

Industry Outlook – Media & Entertainment Industry – (M&E)

10 Annual Report for the Financial Year 2008 - 09

Annual Report for the Financial Year 2008 - 09 11

12 Annual Report for the Financial Year 2008 - 09

Profit Before Tax

Profit After Tax

Annual Report for the Financial Year 2008 - 09 13

The financial highlights are set out below:

PERFORMANCE HIGHLIGHTS OF THE YEAR

14 Annual Report for the Financial Year 2008 - 09

Annual Report for the Financial Year 2008 - 09 15

Technology absorption, adaptation and Innovation

C. Foreign Exchange Earnings and Outgo

16 Annual Report for the Financial Year 2008 - 09

1. Company’s Philosophy on Code of Governance: