AFFLUENCE

DIRECTORS' REPORT TO THE MEMBERS
Dear Members,
Your Directors have pleasure in presenting their 33rd Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2016.

FINANCIAL RESULTS
(Amount in Lacs)

OPERATIONAL REVIEW
The Company recorded a turnover of 915.92 lacs during the year under review as against 1103.61 lacs in the previous year and thus, registering a decline of Rs. 187.69. The net loss after tax is 82.92 lacs as against a profit of 50.66 lacs in the previous year.

Esha Media Research Limited, is developing various other verticals to increase revenue and the presence in this sector, Media research as per the clients’ keywords have been well accepted in the industry, giving credibility to your company’s research. The research is done project based, weekly, fortnightly or monthly basis. These reports give an insider view on the behavior trend of the media for the respective keywords. (Company, brand, issues, competition, etc.) During the year, new vertical namely media transcription was launched with success. In order to understand the sporting events, branding and the media behavior, your company has also ventured in to sports media research. The benefits of the same would accrue to the company in the coming years.

DIVIDEND
Your Directors do not recommend any dividend for the year ended 31st March 2016 with a view to conserve the resources for future.

TRANSFER TO RESERVES
Your Directors do not propose any amount to be transferred to the Reserves for the year ended 31st March 2016.

CORPORATE GOVERNANCE
Your Directors reaffirm their commitment to good corporate governance practices, Since the paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year, the requirement of corporate governance provisions specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company and hence, the Report on corporate Governance is not applicable to the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is set out in this Annual Report.

SUBSIDIARY COMPANIES
The Company does not have any subsidiary.

DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 of the companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
As a part of the effort to evaluate the effectiveness of the internal control systems, your Company’s internal audit system reviews all the control measures on periodic basis and recommends improvements, wherever appropriate. The Company has in place adequate internal financial control systems and procedures commensurate with the size and nature of its business. These systems and procedures provide reasonable assurance of maintenance of proper accounting records, reliability of financial information, protections of resources and safeguarding of assets against unauthorized use. The management regularly reviews the internal control systems and procedures.
 
CORPORATE SOCIAL RESPONSIBILITY
The Board of your Company has voluntarily constituted a CSR Committee. As on 31 March 2016, the Committee comprises three Directors. Your Company has also adopted a CSR Policy.

DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

In the preparation of the annual accounts, the applicable accounting standards have been followed.

The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The directors have prepared the annual accounts on a going concern basis.

The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Ms. Shilpa Pawar and Mr. Jahangir Manekshaw Contractor have resigned from Directorship of the Company w.e.f. 6th October, 2015 and 5th April, 2016 respectively. The Board placed on records its appreciation for the valuable services rendered by Ms. Shilpa Pawar and Mr. Jahangir Manekshaw Contractor.

In accordance with the provision of section 152(6) and article the Articles of Association of Company Mr. R S Iyer will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for re-appointment. The Board recommends his reappointment.

Ms. Jyoti Babar was appointed as CFO of the Company and Mr. Pinkesh Jain was appointed as the Company Secretary of the Company with effect from 1st January, 2016

Mr. Pinkesh Jain, Company Secretary of the Company, has resigned with effect from 31st March, 2016.

DECLARATION BY INDEPENDENT DIRECTORS:
The Independent Directors of your Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

BOARD EVALUATION:
Pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees and individual Directors; the Company has devised criteria for performance evaluation of Independent Directors, Board/Committees, and other individual Directors which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. Performance evaluation has been carried out as per the Evaluation Policy of the Board and its Directors adopted by the Board.

The Nomination and Remuneration Committee evaluated the performance of the Board of Directors as a whole and the Independent Directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors held on January 28, 2016, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated taking into account the views of executive directors and non-executive directors. At the Board Meeting held subsequent to the Independent Directors meeting evaluation of the Independent Directors and the performance of the Board as whole and its committees and individual directors was discussed. The Directors expressed their satisfaction with the evaluation process conducted in the manner prescribed in the evaluation policy.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of the programme for familiarization of the Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the Company.
REMUNERATION POLICY:
The Company has adopted remuneration policy for the Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Committee (NRC) is entrusted with the responsibility to make recommendations to the Board of Directors for appointment including re-appointment of the Directors and Key Managerial Personnel and to review the profiles of the potential candidates before recommending their nomination to the Board. The philosophy attached to the policy is to maintain a balance and independence of the Board so as to separate its functions of governance and management.

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board is appended in the Corporate Governance Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

The Company’s policy on director’s appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

MEETINGS OF THE BOARD
During the year Six Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

SHARE CAPITAL
During the Financial Year 2015-16, there was no change in the share capital of the Company either by way through Private Placement/Preferential allotment/Rights issue /Employee Stock Option Scheme of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act

RELATED PARTY TRANSACTION
All transactions entered into during the financial year 2015-16 with Related Parties as defined under Section 188 read with Rule 15 of Companies (Meetings of Board and its powers) Rules, 2014 of the Companies Act 2013 and Rule 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act 2013 in Form AOC-2 is not applicable. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts forming part of the Standalone financial statements. As required under Rule 23 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Related Party Transactions Policy which is available on the website of the Company

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes affecting the financial position of the Company subsequent to the close of the Fiscal 2016 till the date of this report.

EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure 1”.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A] Conservation of Energy, Technology Absorption:
Your Company is not a power intensive company even though the Company has taken all measures to conserve the energy. Your Company is not using any foreign technology.

B] Foreign Exchange Earning and Outgo:
The Foreign Exchange Earning and Outgo were NIL during the year.

WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Vigil mechanism Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board; the Policy of vigil mechanism is available on the Company’s website

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
No case of sexual harassment was reported during the year.

OTHER DISCLOSURES:
Related Party Transactions:
Details of relevant related party transactions entered into by the Company are included in the Notes to Accounts. There were no transactions of material nature with Directors/Promoters or any related entity, which will have any potential conflict with the interests of the Company at large.

(ii) Disclosures with respect to demat suspense account/ unclaimed suspense account:
The Company do not have any shares in the demat suspense account or unclaimed suspense account.

EMPLOYEE RELATIONS
During the year under review, your Company enjoyed cordial relationship with employees at all levels.

AUDITORS
M/s. Dhakad & Co., Chartered Accountants, having Firm Reg. No. 131741W were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the 36th Annual General Meeting to be held in the year 2019 subject to ratification of their appointment at every AGM. They have confirmed their eligibility under section 141 of the Companies Act, 2013 and the rules framed there under for reappointment as Auditors of the Company.
The Auditors M/s. Dhakad & Co., Chartered Accountants, Mumbai, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as per section 139 of the Companies Act, 2013.


SECRETARIAL AUDIT
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Nishant Jawasa & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure – 2 to this report.

AUDITOR’S REPORT/ SECRETARIAL AUDIT REPORT
The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. The company would ensure in future that all the provisions are complied with the fullest extent.

BUSINESS RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act, 2013, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES:
(A) There were no employees drawing salary exceeding the limits prescribed under Section 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(B) The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure - 3.

ACKNOWLEDGEMENTS:
The Directors wish to convey their appreciation to all of the Company’s employees for their enormous personal efforts as well as their collective contribution to the Company’s performance The directors would also likes to thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, for their continuous cooperation and assistance to the company.

For and on behalf of the Board of Directors


PLACE: Hyderabad (P Raghava Raju)
DATE:  12th August, 2016  Chairman

Annexure - 1
Form No. MGT-9
                EXTRACT OF ANNUAL RETURN

  as on the financial year ended on 31st March, 2016
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014]

REGISTRATION AND OTHER DETAILS:

PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated

III.PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total
Equity)

Category-wise Share Holding

Shareholding of Promoters

Change in Promoter’s Shareholding (please specify, if there is no change)

iv) Shareholding Pattern of top ten Shareholders (other than Directors, promoters and Holders of GDRs and ADRs):-

v) Shareholding of Directors and Key Managerial Personnel

V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/ accrued but not due for payment

VI. REMUNERATION OF DIRECTORS

Remuneration to Managing Directors, Whole-time Directors and/or Manager:

Remuneration to other Directors

Remuneration to Key Managerial Personnel other than MD/Manager/WTD

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:-

No such instance during the financial year.

The Company recorded a turnover of 915.92 lacs during the year under review as against 1103.61 lacs in the previous year and thus, registering a decline of Rs. 187.69. The net loss after tax is 82.92 lacs as against a profit of 50.66 lacs in the previous year. Esha Media Research Limited, is developing various other verticals to increase revenue and the presence in this sector, Media research as per the clients’ keywords have been well accepted in the industry, giving credibility to your company’s research. The research is done project based, weekly, fortnightly or monthly basis. These reports give an insider view on the behavior trend of the media for the respective keywords. (Company, brand, issues, competition, etc.) During the year, new vertical namely media transcription was launched with success. In order to understand the sporting events, branding and the media behavior, your company has also ventured in to sports media research. The benefits of the same would accrue to the company in the coming years.

Your Company is not a power intensive company even though the Company has taken all measures to conserve the energy.

The Foreign Exchange Earning and Outgo were NIL during the year.

DIRECTOR'S RESPONSIBILITY STATEMENT: In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that: i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review. iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) The directors have prepared the annual accounts on a going concern basis. v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.