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सी टीवी नेटवर्क निदेशकों की रिपोर्ट, सी टीवी नेटवर्क निर्देशकों द्वारा रिपोर्ट

सी टीवी नेटवर्क

बीएसई: 533268  |  NSE: N.A  |  ISIN: INE351L01016  |  Media & Entertainment

खोजें सी टीवी नेटवर्क कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
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.
 
 FINANCIAL PERFORMANCE
 
 The financial performance of the company for the year ended on 31st Mar
 2015 is summarized as under;
 
 Particulars                                      For the year ended 
                                           31/03/2015     31/03/2014
                                         (Rs. in lacs)  (Rs. in lacs)
 
 Total Income                                 1888.99        1870.81
 
 Profit (Loss) before depreciation 
 and taxes                                     (32.47)        221.17
 
 Less: Depreciation                            636.78         445.29
 
 Less: Current Taxes/ Deferred Taxes            26.32          85.45
 
 Profit (Loss) After Tax                      (695.57)       (309.57)
 
 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 establish-
 es 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 share- holders 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.seatvnetwork.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 Agreement
 
 MATERIAL CHANGESAND 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 gov-
 ernance 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,
 PROHBITION 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/-                               Sd/-
 
 Place: Agra                    Neeraj Jain           Akshay Kumar Jain
 
 Date : September 04, 2015      Chairman & Managing 
                                Director                     Whole Time
                                                         Director & CFO
 
                                (DIN- 00576497)          (DIN-00509865)
स्रोत: रेलीगरे टेचनोवा

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