DIRECTORS REPORT To, The Shareholders, Sea TV Network Limited Directors are pleased to present herewith the 11th Director's report together with the Annual Audited Accounts of the Company for the year ended March 31, 2015. RESULT OF OPERATIONS During the financial year 2014-15 Company, on a consolidated basis, has generated over Rs.2102.48 lacks of revenues and loss after tax of Rs.810.99 lacks. Corresponding figures for the financial year 2013-14 were revenue of Rs 1881.90 lacks and loss after tax of Rs 682.33 lacks. CONSOLIDATED FINANCIAL STATEMENT Pursuant to Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS - 23 on the Accounting for Investments in Associates and Accounting Standard - 27 on accounting on Joint Ventures, issued by The Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements are provided in this Annual Report. SHARES (a) CHANGES IN CAPITAL STRUCTURE During the year Company has not issued any Sweat Equity Shares, Bonus Shares, shares with differential rights nor made the buyback of its securities issued and thus paid-up capital of the company has not been changed, it remained the same as the previous year i.e. Rs. 12,02,00,000/- (Rupees Twelve Crores & Two Lacks only). (b) EMPLOYEES STOCK OPTION PLAN During the year under review, Company has not granted any Stock Options. Further there were no Stock Options outstanding as at the close of March 31, 2015. Hence there are no disclosures provided, as required under Clause 12 (Disclosure in the Directors' Report) of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. DIVIDEND In view of losses the Directors recommend no dividend for the year under report. TRANSFER TO RESERVE The Company has not transferred any funds to the General Reserve during the financial year 2014-15. EXTRACT OF ANNUAL RETURN As provided under Section 92(3) of the Act, the details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure-1. PUBLIC DEPOSITS During the year under review Company has not accepted any deposits from the public under Section 2(31) of the Companies Act, 2013, and there are no deposits with the company which are not in compliance with the requirements of the Chapter V of the Companies Act, 2013. CHANGE IN NATURE OF BUSINESS, IF ANY, There is no Change in the nature of the business of the Company during the financial year 2014-15 DETAIL OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE There is no significant and material order passed by the regulators or courts or tribunals which would impact the going concern status of Company and its future operation. MATERIAL SUBSIDIARIES Company has constituted a policy for determining 'material subsidiaries' as approved by the Board is put on the website of the company (URL: <http://www.seatvnetwork.com/Invester_Relationship.aspx>) INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT Details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report. RISK MANAGEMENT The Company has constituted a Risk Management Committee (RMC) which has been entrusted with responsibility to assist the Board in (a) Overseeing the Company's risk management process and controls, risk tolerance and capital liquidity and funding (b) Setting strategic plans and objectives for risk management and review of risk assessment of the Company (c) Review the Company's risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, market risk, product risk and reputational risk, as well as the guidelines, policies and processes for monitoring and mitigating such risks. The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 (hereinafter referred to as the Act) and Clause 49 of the Listing Agreement which is uploaded on the website of the company(URL: http://www.seatvnetwork.com/Invester_Relationship.aspx). It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk. The Board takes responsibility for the overall process of risk management in the organization. AUDITORS AND AUDITOR'S REPORT M/s Surendra G & Co., Chartered Accountants,( Firm registration no. 001757C) Agra hold office as Auditors of the Company until the conclusion of ensuing Annual General Meeting and Board recommends their re-appointment till the conclusion of 13thAnnual General Meeting, subject to ratification by shareholders at every annual general meeting. The Company has received a consent & eligibility certificate from Auditors under Section 139 of the Companies Act, 2013 to the effect that their reappointment, if made, would be within the prescribed limits under Section 141 of the Act. Members are requested to consider their re-appointment as Auditors of the Company for the term mentioned above at a remuneration to be decided by the Board of Directors. Board has duly examined the Report issued by the Statutory Auditor's of the Company on the Accounts for the financial year ended March 31, 2015. The notes on Accounts, as presented in this Annual Report, are self-explanatory in this regard and hence do not call for any further clarification. Further, the report of the Statutory Auditors along with notes to Schedule is enclosed to this report. The Auditor's Report does not contain any qualification, reservation or adverse remark. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Amit Gupta & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. Secretarial Audit Report for the year ended at 31st March, 2015 is attached as Annexure - 2 Comments on qualifications, reservation or adverse remarks in Secretarial Audit Report: Regarding non appointment of women director it is submitted that the Company being regulated by Ministry of Information and Broadcasting (MIB), Government of India is required to seek prior permission from MIB before making any new appointment in the Board and accordingly necessary application was made with MIB in June 2014 and necessary appointment shall be made after necessary approval there from. Regarding the appointment of new Company Secretary on resignation of previous Company Secretary, it is submitted that the Company has already made appointment of the same w.e.f. 05.08.2015. Further regarding delays/non-filings of certain forms/returns with the Registrar of Company, Kanpur, the Company has initiated necessary process and the same shall be complied at the earliest. The Company is also taking necessary steps to strengthen the systems and process for ensuring of timely compliance with applicable laws, rules, regulations and guidelines. The Board has further appointed M/s Amit Gupta & Associates, Practicing Company Secretaries, as secretarial auditor of the Company for the financial year 2015-16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussions and Analysis Report forming part of annual report is annexed separately. SUBSIDIARY COMPANIES AND ASSOCIATES We along with our subsidiaries provide satellite channels, Cable TV Network in all or any languages. Our Company has two subsidiaries i.e. Sea News Network Limited and Jain Telemedia Services Limited. During the year, the Board of Directors reviewed the affairs of the subsidiaries. In The accordance with the Section 129(3) of the Companies Act, 2013 our Company has prepared the consolidated financial statement of the Company and of its subsidiaries, which form a part of the annual Report. Further, a statement containing the salient feature of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure-3 to the Board's Report. The statement also provides the details of performance, financial position of each of the Subsidiary. In accordance with the Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited account of each of the subsidiary, are available on the website <https://www.seatvnetwork.com> These documents will also be available for inspection during business hours at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. Sea Print Media and Publication limited, an associate of the company has ceased to be associated with effect from 28th March 2015. BOARD MEETINGS During the year under review, Nine Board Meetings were convened and held. Details of the composition of the Board and its Committees and of the Meetings held, attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report, forming part of annual report and is annexed separately. BOARD EVALUATION Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI under Clause 49 of the Equity Listing Agreement, the Board of Directors ("Board") has carried out an annual evaluation of its own performance, and that of its Committees and individual Directors. The performance of the Board and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors. A separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors; performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors. This was followed by a Board meeting that discussed the performance of the Board, its Committees and individual Directors. The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc. The criteria for performance evaluation of Committees of the Board included aspects like composition of Committees, effectiveness of Committee meetings etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition the Chairperson was also evaluated on the key aspects of his role. AUDIT COMMITTEE & VIGIL MECHANISM Pursuant to requirement of section 177(1) of Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Clause 49 of Listing Agreement, Company has already formed the Audit Committee, composition of which is covered under Corporate Governance report section of this Annual Report. The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. The policy of vigil mechanism as approved by the Board is available on the Company's website(URL: <http://www.seatvnetwork.com/Invester_> Relationship.aspx) FAMILIARIZATION 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 (URL: <http://www.seatvnetwork.com/Invester_Relationship.aspx>) NOMINATION AND REMUNERATION COMMITTEE The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director's appointment or re-appointment is required. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Clause 49 of the Listing Agreement, which is annexed as Annexure-.4, which is also uploaded on the website of the company (URL: <http://www.seatvnetwork.com/Invester_Relationship.aspx>) STATE OF THE COMPANY AFFAIR The details of the state of the Company's affair during the year are given below: a. Production and Profitability: Company's own Channel "JINVANI" has made reasonable profit during the year, However Company itself not able to earn profit for the financial year 2014-15 b. Sales: The sales of company is Rs. 1889 lacks for the financial year 2014-15 as compare to Rs. 1871 lacks for financial year 2013-14. c. Marketing and Market environment: The television industry continued to have a dynamic operating environment in 2014-15 .The television industry in India is estimated at INR 475 billion in 2014, and is expected to grow at CAGR of 15.5 percent to reach INR 975 billion in 2019 d. Future Prospects including constraints affecting due to Government policies: Company see 5 times growth in the next 10 years. It will make all efforts to achieve the said targets. In the achievement of the said target there will be always some constraints, like change in govt policies. Increase in the applicable tax rates in future can raise the problem of price escalation before the company. REMUNERATION POLICY The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the same is annexed as Annexure-5 which is also uploaded on the website of the company (URL: <http://www.seatvnet->work.com/Invester_Relationship.aspx) DIRECTORS AND KEY MANAGERIAL PERSONNEL The Company has nominated Mr. Akshay Kumar Jain as Key Managerial Personnel (CFO) during the said financial year. Mr. Surinder Singh Bhatia ceased to be Company Secretary with effect from 14th February 2015and there is no change in the directorship of the company since last year. In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Neeraj Jain retires by rotation is eligible for re-appointment and pursuant to Sections 149, Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, clause 49 of the listing agreement the independent Directors are not liable to retire by rotation. As per Companies Act 2013, Company is required to appoint a Women Director but SEA TV NETWORK LIMITED is a Media Company, regulated by Ministry of Information and Broadcasting (MIB), Government of India and it has to take the prior approval of MIB before making any change in Board of Directors. Company has filed an application in June 2014(further many reminders) with MIB. We are waiting for the approval of MIB for appointment of Women Director. As soon as we receive the consent we will make the appointment of Women Director. DECLARATION BY AN INDEPENDENT DIRECTOR UNDER SECTION 149(6) All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreemen MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY There is no material changes and commitment made that affect the financial position of the company. DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to the provisions of the section 134(5) of the Companies Act 2013, directors confirm:- 1. The financial statement comprising of the Balance Sheet as at March 31, 2015 and the Statement of Profit & Loss for the year ended on that date are prepared in accordance with the accounting standard issued by the Institute of Chartered Accountant of India and the requirement of the Companies Act,2013 to the extent applicable to us. 2. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit or loss of the Company for the year under review. 3. They have taken sufficient care to maintain adequate accounting records in accordance with the provision of Companies Act,2013, to safeguard the Assets of the company and to prevent and detect fraud and other irregularities and 4. They have prepared the accounts on a going concern basis. 5. They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. 6. They have devised proper systems to ensure compliance with the provisions of all applicable law and that such system were adequate and operating effectively. (Please refer to the Section "Internal Control Systems and their Adequacy" in the Management Discussion and Analysis report.) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Agreement. There are Related Party Transactions made by the Company with Subsidiary companies, Group Companies, Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee comprising Mr. Rajeev Kumar Jain, Mr. Narendra Kumar Jain & Mr. Akshay Kumar Jain being the members of the Committee, for its approval. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company's website (URL: <http://www.seatvnetwork.com/Invester_Relationship.aspx>). Information on material transactions with related parties pursuant to section 134(3)(h) of the Act, read with rule 8(2) of the Companies (Accounts) Rules, 2014, in form AOC-2, which is annexed as Annexure-.6. CORPORATE GOVERNANCE & CORPORATE SOCIAL RESPONSIBILITY Corporate Governance has two basic tenets they are Transparency and Accountability. We at Sea TV Network Limited are committed to do things the right way which means taking business decisions and acting in a way that is ethical and is in compliance with the applicable legislation. We believe that any meaningful policy on corporate governance must provide empowerment to the executive management of the company, and simultaneously create a mechanism of checks and balances which ensures that the decision making powers vested in the executive management is not misused, but is used with care and responsibility to meet stakeholder aspirations and societal expectation. Corporate Governance is also related to innovation and strategy as the organization's idea of innovation and strategies are to enhance stakeholders' satisfaction. Constitution of Audit Committee, Nomination & Remuneration Committee and there Terms of References in accordance with the provisions of Section 177 and 178 of Companies Act, 2013 have been provided in the Corporate Governance Report mentioned in other parts of the report. The Board of Directors are also responsible for and committed to sound principals of corporate governance in the company. The Board play a crucial role in overseeing how the management serves the short and long term interest of the shareholders and stakeholders. This believes is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board. We keep our governance practice under continues review and benchmark ourselves to the best practices. At present Corporate Social Responsibility provision is not applicable on our company as our company is outside the threshold limit of CSR as define by Companies Act, 2013. Accordingly to Schedule V, Part II, proviso of Section II B (iv) (IV) of the Act, the particulars are required to attached with the Corporate Governance report the same is annexed as Annexure-7 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY Particulars of loans, guarantees and investments made by the Company required under section 186 (4) of the Companies Act, 2013 are contained in Note No.13, 14 and18 to the Standalone Financial Statements PARTICULARS OF EMPLOYEES The disclosure as required under the provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the Company has not been given, as none of the employees qualify for such disclosure. STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROH- BITION AND REDRESSAL) ACT, 2013: Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 LISTING The Company has paid the Rs. 2,04,720/- as listing fees for the financial year 2015-16 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO Company is into the business of Broadcasting of Television Channels. Since this business does not involve any manufacturing activity, most of the Information required to be provided under Section 134(3)(m)) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are Nil / Not applicable. However the information, as applicable, is given hereunder: ACKNOWLEGEMENT Your Directors take this opportunity to thank the banks, SEBI, the Stock Exchanges, various Government authorities, Financial Institutions, and all shareholders for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all For and on behalf of Board of Directors Sd/- Neeraj Jain Chairman & Managing Director (DIN- 00576497) Sd/- Akshay Kumar Jain Whole Time Director & CFO (DIN-00509865) Place: Agra Date: September 04, 2015 |