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Directors Report of Broadcast Initiatives Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Eleventh Annual Report of your Company along with the audited Statement of Accounts for the financial year ended March 31, 2015.

1. Financial Results:

The financial performance of standalone operations of your Company during the Financial Year 2014-2015 is summarized in the following table:

(Rs. in Lacs)

Particulars 2014- 2015 2013- 2014

Total Revenue 1217.22 2028.64

Less: Total Expenses 6654.76 4129.24

Profit/ (Loss) before Exceptional (5437.53) (2100.61) Items and Tax

Less: Exceptional Items - -

Profit/ (Loss) Before Tax (5437.53) (2100.61)

Less: Tax Expenses

a) Current Tax - -

b) Deferred Tax (86.13) (100.73)

Profit/ (Loss) for the period (5351.41) (1999.88)

2. Operations Overview:

Live India is the one of the leading media houses in the country. The Group brings you every day the most comprehensive bouquet of news and analysis through its "Live India", 24 x7 Hindi News channel, "Mi Marathi" 24x7 Marathi News channel, "Prajatantra Live" Hindi daily news paper published in Delhi and "Live India" monthly Hindi magazine.

"Mi Marathi" 24x7 Marathi News channel of the Group has become a number one news channel in Maharashtra (Source- TAM). The Group has retained well-known editors Mr. Kumar Ketkar, Dr. Bharat Kumar Raut and Mr. Nikhil Wagle as a consultant.

Live India Digital: The Group has re-launched its digital editions in February, 2015 under the umbrella of Live India Digital. The news sites of Live India Digital i.e. www.liveindia.in, www.mimarathi. in, www.liveindiahindi.com are rapidly gaining popularity.

Live India Digital believes in fearless and unbiased journalism and it has established itself as a mature and dedicated readership from all over the world. At Live India Digital, visitors can get the news of their interest in Hindi, Marathi and English. The mobile Apps of the news sites are also available on Android and iOS. Live India Digital offers news events ranging from knowledge events, sporting events, entertainment news, education, Business, share market, lifestyle, Tech, Gadget and special dedicated categories for women and youths.

Live India Digital is being updated 24X7 basis by experienced and qualified young journalists. Live India Digital covers events from the national capital to remote areas of the country through the most effective and powerful combination of man and machine.

Mi Marathi Live: The Group has launched "Mi Marathi Live" Marathi news paper on Friday, February 27, 2015 with satellite editions from Thane, Kalyan Dombivali, Navi Mumbai and Vasai- Virar. The state gets one more Marathi daily newspaper.

Prajatantra Live and Live India: The Company has started the activity of 'Prajatantra live', Hindi News Paper and 'Live India' Hindi Magazine under the brand name of the Company. 'Prajatantra Live' is one of the largest circulated Hindi News Paper in Delhi. To raise the voice for the sake of a common man is the prime objective of 'Prajatantra Live' news paper. 'Live India' is a magazine on current affairs and an issue based journalism.

The Company already has a presence in the electronic media and it believes that there is scope for creating a synergy between the electronic and print teams.

3. Dividend:

Considering future plans and operations and financial position of the Company, your Directors do not recommend any dividend for the year ended March 31, 2015.

4. Directors and Key Managerial Personal:

Your Board comprises of 6 Directors including 4 Independent Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Clause 49 of the Listing Agreement. During financial year 2014-2015 your Board met 5 times details of which are available in Corporate Governance Report annexed to this report.

During the year under review, Mr. Waryam Singh (DIN: 00230462) resigned as Director of the Company as at the close of business on March 12, 2015. Your Board places on record its appreciation for contributions made by Mr. Waryam Singh during his tenure as Non-Executive Director of the Company.

Subsequently following Directors has been inducted on the Board of the Company upon the recommendation of Nomination and Remuneration Committee:

Sr. Name Designation Category No.

1. Mr. Satish K Singh Additional Director Executive Director

2. Ms. Supriya Kanase Additional Director Managing Director

3. Mr. Kumar Ketkar Additional Director Independent Director

4. Dr. Bharat Kumar Additional Director Independent Director Raut

Sr. Name Date of Appointment No.

1. Mr. Satish K Singh 21.03.2015

2. Ms. Supriya Kanase 28.05.2015

3. Mr. Kumar Ketkar 28.05.2015

4. Dr. Bharat Kumar Raut 28.05.2015

In terms of Section 161 of the Companies Act, 2013, Ms. Supriya Kanase, Mr. Satish K Singh, Mr. Bharat Kumar Raut and Mr. Kumar Ketkar shall hold office up to the date of the ensuing Annual General meeting. The Company has received a notice in writing along with requisite deposit pursuant to Section 160 of Companies Act, 2013, proposing appointment of Ms. Supriya Kanase, Mr. Satish K Singh, Dr. Bharat Kumar Raut and Mr. Kumar Ketkar as Director of the Company.

At the Tenth Annual General Meeting, appointment of Mr. M S Kapur and Mr. Deepak Sharma, Independent Directors was made for a period of 1 year for a term up to conclusion of the 11th Annual General Meeting to be held in the calendar year 2015. Pursuant to the provisions of the Companies Act, 2013, they shall hold office up to the date of the ensuing Annual General meeting. The Company has received a notice in writing along with requisite deposit pursuant to Section 160 of the Companies Act, 2013, proposing re-appointment of Mr. M S Kapur and Mr. Deepak Sharma as an Independent Directors of the Company.

The Board confirms that all Independent Directors of the Company have given a declaration to the Board that they meet the criterion of independence as prescribed under Section 149 of the Companies Act, 2013.

Your Board has recommended the appointment of Ms. Supriya Kanase as a Managing Director and Mr. Satish K Singh, as an Executive Director, liable to retire by rotation for a period of 3 years. The Board also recommended the appointment of Mr. Deepak Sharma, Mr. M S Kapur, Dr. Bharat Kumar Raut and Mr. Kumar Ketkar as an Independent Director of the Company, not liable to retire by rotation for a period of 3 years.

Ms. Gandhali Bage resigned as the Compliance Officer and Company Secretary of the Company as at the close of business on December 17, 2014. The Board thanks Gandhali for playing a vital role in the organization and appreciates her performance during the tenure.

Mr. Hrishikesh Kanase resigned as the Chief Financial Officer of the Company as at the close of business on April 14, 2015. The Board thanks him for his valuable guidance and contribution.

Mr. Avinash Godse has been appointed as the Compliance Officer and Company Secretary with effect from January 01, 2015. On the recommendation of Nomination and Remuneration Committee and Audit Committee the Board further designated Mr. Avinash Godse as a Chief Financial Officer of the Company with effect from May 28, 2015.

5. Committees of the Board:

During the year under the review, the Board of Directors of your Company has reconstituted the Committees of the Board. The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

6. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the performance evaluation of the Directors individually including Independent Directors, Board as a whole and of its various committees, on parameters such as skills, knowledge, participation in meetings, contribution towards corporate governance practices, compliance with code of conduct, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole was evaluated. Based on such report of the meeting of Independent Directors and taking into account the views of Executive Directors and Non-Executive Directors the Board had evaluated its performance on various parameters such as Board composition and structure, effectiveness of Board processes, effectiveness of flow of information, contributions from each Directors etc.

The Directors expressed their satisfaction with the evaluation process.

7. Corporate Governance and Policies:

Your Company has been constantly reassessing itself with well established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement and applicable provisions of Companies Act, 2013. A detailed report on Corporate Governance together with the Statutory Auditors Certificate on compliance is annexed to this report. Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Recognised Stock Exchanges are presented in Corporate Governance section forming part of the Annual Report.

The extract of policy of the Company for appointment of Directors, Senior Management, including criteria for determining qualification, positive attributes, independence and other matters as provided in sub-section 3 of Section 178 of the Companies Act, 2013, adopted by the Board upon recommendation of Nomination and Remuneration Committee is annexed to this report.

The Audit Committee of the Board has been vested with powers and functions relating to Risk Management which inter alia includes (a) review of risk management policies and business processes to ensure that the business processes adopted and transactions entered into by the Company are designed to identify and mitigate potential risk; (b) laying down procedures relating to Risk assessment and minimization; and (c) formulation, implementation and monitoring of the risk management plan.

Your Board has in accordance with the requirements of the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement has adopted some new policies and also considered the amendment to the existing policies such as policy on Related Party Transaction, Code of Conduct for Directors and Specified Person, Nomination and Remuneration Policy, Risk Management Policy and Whistle Blower Policy. These policies are available on the website of the Company and can be viewed at www.liveindia.in

8. Auditors:

The Members of the Company at the Annual General Meeting held on September 30, 2014 has appointed M/s. Ashok Jayesh & Associates, Chartered Accountants, Mumbai (Firm Registration No. 100655W) as the Statutory Auditors of the Company to hold office till the conclusion of the Thirteenth Annual General Meeting to be held for the financial year ended March 31, 2017.

M/s. Ashok Jayesh & Associates, Chartered Accountants, have confirmed their eligibility and willingness to accept office, if appointment is ratified by the Members of the Company. Further, in terms of the Clause 41(1)(h) of the Listing Agreement, the statutory auditors of your Company are subject to the Peer Review Process of the Institute of Chartered Accountants of India (ICAI). M/s. Ashok Jayesh & Associates, Chartered Accountants have confirmed that they hold a valid certificate issued by 'Peer Review Board' of ICAI and have provided a copy of the said certificate to your Company for reference and records.

The ratification of appointment of Statutory Auditors is subject to the approval of the Members of the Company. Your Directors propose ratification of appointment of Ashok Jayesh & Associates, Chartered Accountants as the Statutory Auditors of your Company.

9. Auditors Report:

The Auditors has given emphasis on certain matters in the independent Auditor's Report for the year under review as follows-

a) The Companies operating results has been materially affected due to various factors and as at March 31, 2015 the Companies accumulated losses has fully eroded the net worth of the Company:

With respect to the said remarks your Directors want to inform that the Company has continuously implemented various measures such as improving operational efficiencies, renegotiation of contracts and other cost control measures to improve the Companies operating results and cash flows. In addition, the Company is in process of reviving 'Live India' Channel along with modernising equipments, recruitment of senior staff, arrangements with various television channel distributors so that the channel could be seen on the maximum possible networks and the viewer ship could be increased.

b) Irregularity in depositing statutory dues including Provident Fund, Employee State Insurance, Income-tax, Service Tax, Sales Tax and other statutory dues. The statutory dues outstanding for the period more than six months from the date they become payable is for: Service Tax- Rs. 1,33,43,496/- and Provident Fund: Rs. 3,88,701/-

With respect to the said remarks your Directors want to inform that the irregularity in depositing statutory dues is unintentional and the same is due to constraint of funds. Your Directors ensures that the Company will take necessary steps in future to make sure that undisputed statutory dues are being paid regularly.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

10. Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s. Prajot Tungare & Associates, Practising Company Secretaries, Pune as the Secretarial Auditors of the Company.

The secretarial audit report provided in the Annual Report forms part of the Directors' Report. Comments of the Board of Directors on the observations pointed out in the Secretarial Audit Report are as follows:

a) The Company has not appointed woman Director within 1 year from 1st April 2014 as required under Section 149 of the Companies Act, 2013.

The Company being into media Business, every appointment of Directors on the Board of the Company requires prior approval of the Ministry of Information and Broadcasting (MIB). Therefore, the appointment of every Director on the Board of the Company is subject to the approval of MIB.

The Company has designated Ms. Supriya Vasant Kanase as a Chief Executive Officer w.e.f. May 30, 2014 as per the provisions of the new Companies Act, 2013. Further the Company has appointed Ms. Supriya Kanase as a Managing Director on the Board w.e.f. May 28, 2015 with due communication and applications to the MIB. The delay caused for appointment of woman Director on the Board of the Company is due to time taken by the Ministry for granting its kind approval for addition of Directors on the Board of the Company.

b) The Company has not complied with the provisions of Regulation 3(1) of Chapter II and Regulation 5 of Chapter III of the Standards of Quality of Service (Duration of Advertisements in Television Channels) Regulations, 2012.

The News Broadcasters Association (NBA) has filed the petition in Delhi High Court on December 13, 2013 against the TRAI rule that limits television advertisements to 12 minutes per hour. The NBA has challenged the ad cap rule, contending that the TRAI does not have jurisdiction to regulate commercial airtime on television channels.

The Delhi High Court has given interim relief to the Broadcasters restraining the TRAI from initiating any auction against the Broadcasters for non compliance of above referred regulation until the final hearing of the case, as the matter is sub judice.

c) Company has appointed Mr. S. K. Singh as Executive Director before approval of Ministry of Information and Broadcasting.

The Company has appointed Mr. Satish K Singh as an Executive Director on the Board w.e.f. March 21, 2015 with due communication and applications to the Ministry of Information and Broadcasting (MIB). For the same the Company has received the approval of MIB on May 25, 2015.

d) The Board of Directors of the Company was not duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors and the Company had not appointed Woman Director on its Board within stipulated time.

The Company being into media Business, every appointment of Directors on the Board of the Company requires prior approval of the MIB. The Company has designated Ms. Supriya Vasant Kanase as a Chief Executive Officer w.e.f. May 30, 2014 as per the provisions of the new Companies Act, 2013. Further the Company has appointed Mr. Satish K Singh as an Executive Director and Ms. Supriya Kanase as a Managing Director on the Board w.e.f. March 21, 2015 and May 28, 2015 respectively with due communication and applications to the MIB. The delay caused for appointment of Directors on the Board of the Company is due to time taken by the Ministry for granting its kind approval for addition of Directors on the Board of the Company.

As at March 31, 2015 the Company is having a proper balance of Executive Director, Non-Executive Directors and Independent Directors on the Board. The Company believes in maintaining the highest standards of Corporate Governance. Further as per SEBI Circular No CIR/CFD/ POLICY CELL/7/2014 dated September 15, 2014 Clause 49 of the Listing Agreement is applicable to the Company however compliance of the same is not mandatory.

11. Internal Control Systems and their adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal auditor function is entrusted to an independent firm of Chartered Accountants of repute. To maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

12. Conservation of Energy, Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo:

Your Company is into the business of Broadcasting of News Television Channel. 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.

Your Company, being a service provider, requires minimal energy consumption and every endeavour is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Your Company uses latest technology and equipment's into its Broadcasting business. However since the Company is not engaged in any manufacturing, the information in connection with technology absorption is Nil / Not applicable.

The particulars of foreign exchange earnings and outgo (accrual basis) are as follows:

(Rs. in '000s)

Sr. Foreign Exchange Outgo 2014-2015 2013-2014 No.

1. Value of Import calculated of C.I.F. basis

a. Raw Material - -

b. Capital Goods 26,374 6542

2. Expenditure in Foreign Currency

a. Travelling 2,798 -

b. Others 8,127 -

There is no foreign exchange earning during the year under review.

13. Employees' Remuneration:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Annual Report are being sent to the Members and others entitled thereto, excluding the information on employees' particulars, which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. Such particulars shall also be filed with the Registrar of Companies while filing the financial statement and Board Reports.

14. Disclosures:

Particulars of Loans, Guarantees and Investments: During the year under review there are no Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

Transactions with Related Parties: During the year under review there are no related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Deposits: Your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013.

Extract of Annual Return: The extract of Annual Return in Form MGT-9 as required underSection 92(3) of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 is annexed to this report.

Sexual Harassment: In perseverance of the mutual prosperity of every member of Live India Family, the Company has always strived to maintain its work atmosphere healthy and harmonious. The driving force of the Company truly comes from the women strength working with the Company and the Company gives utmost value to every single employee working in the Company.

The Company strongly believes to maintain a culture of dignity, respect and security towards women at all times. During the year under review, it was reported by the Internal Complaints Committee (ICC) of the Company, that it has not received a single case in relation to the harassment of women. Thus it gives immense pleasure to report that the Company was able to observe zero tolerance for sexual harassment.

Regulatory Orders: No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future.

Material Changes and Commitments: There are no material changes and commitments other than what is already stated in the financials statements which will affect the financial position of the Company during the period ended March 31, 2015 till the date of the report.

Familiarization Program: In terms of the Listing Agreement, the Company conducts the Familiarization Program for Independent Directors about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives. The details of the same can be found at: http://www.liveindia.in/sites/all/themes/quatro/pdf/ Familiarisation Programme for IndependentDirectors.pdf

Vigil Mechanism (Whistle Blower Policy): The details of the vigil mechanism (whistle blower policy) are given in the Report on Corporate Governance forming part of this Annual Report. The Company has uploaded the policy on its website at http://www. liveindia.in

15. Change in Promoters and Management:

Prosperity Agro India Limited (PAIL) has entered into a Share Purchase Agreement (SPA) with the promoters of the Company on Thursday, September 26, 2013, whereas the PAIL has agreed to acquire 1,32,40,168 equity shares of Rs. 10/- each of the Company, which represents 52.30% of the total Paid-Up Equity Share Capital / Voting Capital of the Company at a price of Rs. 3.78 per equity share of Rs. 10/- each at a total consideration of Rs. 5,00,47,835.04 payable in cash, subject to the terms and conditions as contained in the SPA.

Subsequently the PAIL has made an open offer to the equity shareholders of the Company to acquire 65,81,640 equity shares representing 26% of the total paid-up equity share capital in compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Pursuant to the said SPA, Open Offer and subsequent approval received from Ministry of Information and Broadcasting, PAIL has acquired 1,32,63,241 equity shares of Rs. 10/- each, representing 52.39% of the total Paid-up Equity Share Capital / Voting Capital of the Company in the month of April, 2015.

16. Directors' Responsibility Statement:

Pursuant to the requirement under Section 134 (3) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, the Directors state that:

i) In preparation of the annual accounts, the applicable Accounting Standards have been followed and there is no material departure;

ii) Your Directors 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 your Company as at March 31, 2015 and of the loss of your Company for that year;

iii) Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities, if any;

iv) The annual accounts have been prepared on a going concern basis;

v) Your 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) Your Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

17. Acknowledgement and Appreciation:

Your Board places on record the support and wise counsel received from the Government of India, particularly the Ministry of Corporate Affairs, the Ministry of Commerce and the Ministry of Information and Broadcasting throughout the financial year.

Your Board acknowledges all the stakeholders and is grateful for the excellent support received from the bankers, financial institutions, consultants, esteemed corporate clients and customers.

Your Board thanks the investors and shareholders for placing immense faith in them.

Your Board takes this opportunity to express its sincere appreciation for the contribution made by the employees at all levels in your Company. The consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of Board of Directors

Supriya Kanase Satish K Singh Chief Executive Officer Group Editor-In-Chief & Managing Director & Executive Director (DIN: 03543531) (DIN: 06732438)

Place: Mumbai Date: August 14, 2015


Mar 31, 2014

Dear Members

The Directors are pleased to present the Tenth Annual Report of your Company along with the audited Statement of Accounts for the financial year ended March 31,2014.

1 .Financial Results and Future Outlook:

The financial performance of standalone operations of your Company during the Financial Year 2013-2014 is summarized in the following table:

Sr. Particulars 2013-2014 2012-2013 No

1 Total Revenue 2028.64 652.31

2 Less: Total Expenses 4129.24 3633.11

3 Profit/(Loss) before Exceptional (2100.61) (2980.80) _Items and Tax_

4 Less: Exceptional Items - (34.70)

5 Profit/ (Loss) Before Tax (2100.61) (3015.50)

6 Less: Tax Expenses

a) Current Tax - -

b) Deferred Tax (100.76) (61.13)

7 Profit/ (Loss) for the period (1999.88) (2954.37)

8 Add: Profit /(Loss) brought forward (18503.94) (15549.57) from last year

9 Balance carried to Balance Sheet (20503.82) (18503.94)



2.Operations & Strategy:

As per Central Statistics Office, India''s GDP was at 4.7% for the fiscal year 2013-2014 indicating an economic slowdown with persistent inflation and supply side constraints and global influencing factors like appreciation in Dollar rate dampened growth. As per FICCI KPMG Indian Media and Entertainment Industry Report 2014, Media and Entertainment industry grew by 11.8% from Rs. 821 billion in 2012 to Rs. 918 billion in 2013. Television industry grew by 12.7% making it a Rs. 417 billion industry in 2013 from Rs. 370 billion in 2012. Television advertisement revenues grew by 8.8 % to Rs. 136 billion in 2013 from Rs. 125 billion in 2012. Television subscription revenues have seen a growth of 14.7% to Rs. 281 billion in 2013 from Rs. 245 billion in 2012. The Television news advertisement grew in low single digits (2 to 4%).

Indian television industry additionally experienced a lot of changes in operating environment with completion of Phase II of digitization and roll out of Phase III and Phase IV LC1 (towns having less than 0.1 million population) markets were also included in TAM (Television Audience Measurement) ratings giving the broadcasters a view of markets which were not reported earlier. There was a shift from TV Rating Point (TVRs) to TV Viewership in Thousand (TVTs) which showcased the increasing reach of television medium. A key change was also the implementation of 12 minute advertisement cap in non- news channels. This resulted in an Effective Rate (ER) increase in some genres like Hindi GECs (General Entertainment Channels). The implementation of the advertising cap for the news channels is currently on hold as News Broadcasters Association (NBA) has contested the same and the matter is under consideration in Delhi High Court.

Live India a flagship channel has the largest news network across India and touching more than 10958 (''000s) viewers (Source: TAM, TG: CS 4 , July 2014, All India, Google analytics, Facebook, Twitter). Live India Channel is available on major cable operators in PAN India and DTH Platform.

Despite slowdown in economy, during the year under review your Company grew its overall operating revenues by 311% from Rs. 652.31 Lacs in 2012-2013 to Rs. 2028.64 Lacs 2013-2014.

The management is positive of increasing returns in the future and that of achieving business targets in the years to come.

3. Dividend:

Considering future plans and operations and financial position of the Company, your Directors do not recommend any dividend for the year ended March 31, 2014.

4. Directors:

In terms of Section 152 of the Companies Act, 2013 (earlier Section 255 of the Companies Act, 1956) and the Articles of Association of your Company, Mr. Waryam Singh, Non-Executive Director of the Company is liable to retire by rotation at the Tenth Annual General Meeting. Mr. Waryam Singh has communicated his willingness to be re-appointed for the next term of the Directorship.

At present, your Company has 2 (Two) Non-Executive Directors who are Independent Directors pursuant to the provisions of the Clause 49 of the Listing Agreement. Pursuant to Section 149 of the Companies Act, 2013, every listed Company shall have at least one-third of its total strength of the Board of Directors as Independent Directors. Based on the present composition of the Board of Directors and the number of Independent Directors, the Company complies with this requirement.

During this Annual General Meeting, it is proposed to confirm the appointment of both the present Independent Directors to bring their appointment in tune with the provisions of the Companies Act, 2013. Pursuant to the provisions of the Companies Act, 2013, the period of appointment of Independent Directors shall be 5 (Five) consecutive years from the date of their appointment at Annual General Meeting and they are not liable to retire by rotation.

The Company has received notices under Section 160 of the Companies Act, 2013 (Section 257 of the Companies Act, 1956) proposing appointment of both the Non- Executive Directors who are Independent Directors. The Board recommends there reappointment.

5.Committees of the Board:

During the period under report, the Board of Directors of your Company has reconstituted the Committees of the Board. The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

6.Auditors:

M/s. Ashok Jayesh & Associates, Chartered Accountants, Mumbai (Firm Registration No. 100655W), the Statutory Auditors of your Company retire at the Tenth Annual General Meeting.

M/s. Ashok Jayesh & Associates, have confirmed their eligibility and willingness to accept office, if reappointed. Further, in terms of the Clause 41 (1)(h) of the Listing Agreement, the Statutory Auditors of your Company are subjected to the Peer Review Process of the Institute of Chartered Accountants of India (ICAI). M/s. Ashok Jayesh & Associates, Chartered Accountants have confirmed that they hold a valid certificate issued by ''Peer Review Board'' of ICAI; and have provided a copy of the said certificate to your Company for reference and records.

The Company has received letter from the Statutory Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

Your Directors propose appointment of M/s. Ashok Jayesh & Associates as the Statutory Auditors of your Company.

7. Auditors Report:

The Auditors has given emphasis on certain matters in the independent Auditor''s Report for the year under review. Following are the said matters and comments of the Board thereon-

a)The Companies operating results has been materially affected due to various factors and as at March 31, 2014 the Companies accumulated losses has fully eroded the net worth of the Company:

With respect to the said remarks your Directors want to inform that the Company has continuously implemented various measures such as improving operational efficiencies, renegotiation of contracts and other cost control measures to improve the Companies operating results and cash flows. In addition, the Company is in process of reviving ''Live India'' channel along with modernising equipments, recruitment of senior staff, arrangements with various television channel distributors so that the channel could be seen on the maximum possible networks and the viewership could be increased.

b)Provisions for impairment of fixed assets, infringement of AS 28:

With respect to the said remarks your Directors want to inform that the Company has already initiated steps to review impairment of assets and shall provide for impairment losses, if any, in near future.

c)The Company has not physically verified the Fixed Assets at reasonable regular intervals:

With respect to the said remarks your Directors want to inform that the said adverse remark is appeared first time in Auditors Report and the same is unintentional and due to some technical reasons. The management shall frame a defined policy for the physical verification of fixed assets.

d)lrregularity in depositing statutory dues such as Provident Fund, Employee State Insurance, Income-tax, Service Tax, Custom Duty, Cess and other statutory dues. The statutory dues outstanding for the period more than six months from the date they become payable is as follows: Tax Deducted at Source- Rs.56,20,335.

With respect to the said remarks your Directors want to inform that the irregularity in depositing statutory dues is unintentional and the same is due to constraint of funds. Your Directors ensures that the Company will take necessary steps in future to make sure that undisputed statutory dues are being paid regularly.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

8. Fixed Deposits:

Your Company has not accepted any fixed deposits during the period under review, in terms of the provision of Section 73 and 74 of the Companies Act, 2013 (earlier Section 58A of the Companies Act, 1956) read with the Companies (Acceptance of Deposits) Rules, 2014.

9.Conservation of Energy, Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo:

The Directors would like to state that they are taking adequate steps for conservation of energy and technology absorption. Being a media Company the information required to be disclosed in terms of Section 134(3) of the Companies Act, 2013 (earlier Section 217(1)(e) of the Companies Act, 1956), read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not applicable. However, your Company, being a service provider, requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy.

There is no foreign exchange earning during the year under review 10.Employees'' Remuneration:

In terms of the provisions of Section 134 of the Companies Act, 2013 [earlier Section 217(2A) of the Companies Act, 1956], read with the relevant rules, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report. However, having regard to the provisions to Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information, is being sent to all the Members of your Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary of your Company.

11 .Corporate Governance:

A separate section on "Corporate Governance" with a detailed compliance report thereon forms part of this Annual Report.

12.Management Discussion and Analysis Report:

Report on Management Discussion and Analysis based on audited financial statements for the financial year 2013-2014 forms part of this Annual Report.

13. Human Capital:

The business model of our Company demands high caliber personnel, as each offering of the Company is customized and needs a deep insight into the technology and delivery of solutions. This has led the Company to devise performance management system which takes into account capabilities that need to be constantly upgraded, whether through training programs orthrough other interventions. Recognizing the long term goals, the Company has launched a middle management leadership program.

Considering the change in business model to an Event- driven Process Chain (EPC) which is a type of flowchart used for business process modeling and configuring an enterprise resource planning (ERP), the Company has inducted talent which would enable the Company to make these offerings competently.

14.Corporate Social Responsibility:

As a socially conscious media organization, your Company continued to sustain and carry out its Corporate Social Responsibility (CSR) as an integral part of its growth philosophy with an objective to positively transform our society and make a difference in millions of life. Your Company also understands the importance of conserving environment.

15. Cost Audit:

The Company has appointed M/s. Harshad S. Deshpande & Associates, Cost Auditors, Pune as the Cost Auditors of the Company to issue Cost Audit Report for the financial year 2013-2014. The due date for submission of Cost Audit Report to the Cost Audit Branch, Ministry of Corporate Affairs, Government of India is September 30,2014.

16.Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

In perseverance of the mutual prosperity of every member of Live India Family, the Company has always strived to maintain its work atmosphere healthy and harmonious. The driving force of the Company truly comes from the women strength working with the Company and the Company gives utmost value to every single employee working in the Company.

The Company strongly believes to maintain a culture of dignity, respect and security towards women at all times. During the year under review, it was reported by the Internal Complaints Committee (ICC) of the Company, that it has not received a single case in relation to the harassment of women. Thus it gives immense pleasure to report that the Company was able to observe zero tolerance for sexual harassment.

17.Change in Promoters and Management:

Prosperity Agro India Limited (PAIL) has made an Open Offer to the Shareholder of the Company for acquisition of Equity Shares/Voting Rights under Regulation 3(1) and 4 of the SEBI (SAST) Regulation, 2011 through Public Announcement dated September 26,2013.

PAIL had entered into a Share Purchase Agreement ("SPA") with promoters of the Company on Thursday, September 26, 2013, whereas the PAIL has agreed to acquire 1,32,40,168 equity shares of Rs. 10/- each of the Company, which represents 52.30% of the total Paid-Up Equity Share Capital / Voting Capital of the Company at a price of Rs. 3.78 (Rupees Three and Paise Seventy Eight Only) per equity share of Rs. 10/- each at a total consideration of Rs. 5,00,47,835.04 (Rupees Five Crores Forty Seven Thousand Eight Hundred Thirty Five and paise Four Only) payable in cash, subject to the terms and conditions as contained in the SPA.

Subsequently the PAIL has made open offer to the equity shareholders of the Company to acquire 65,81,640 (Sixty Five Lacs Eighty One Thousand Six Hundred and Forty) Equity Shares representing 26% of the total paid-up equity share capital in compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The details of the Open Offer are as follows:

- Date of Opening of Offer: Monday, December 30,2013

- Date of Closing of Offer : Friday, January 10,2014

- Date of Payment of : Friday, January 17,2014 Consideration

Being a media Company the transfer of shares through SPA and subsequently change of Management is subject to the prior approval of Ministry of Information and Broadcasting (MIB), Government of India. The acquisition under SPA and change of Management will be effected only after the receipt of MIB approval. The Company is still awaiting for MIB approval for acquisition of shares by PAILthrough SPA.

18. Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the Annual Accounts for the financial year ended on 31st March 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii) the Directors had 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 loss of the Company for the year under review;

iii)the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv)the Directors had prepared the accounts on a going concern basis.

19. Acknowledgement and Appreciation:

Your Board places on record the support and wise counsel received from the Government of India, particularly the Ministry of Corporate Affairs, the Ministry of Commerce and the Ministry of Information and Broadcasting throughout the financial year.

Your Board acknowledges all the stakeholders and is grateful for the excellent support received from the bankers, financial institutions, consultants, esteemed corporate clients and customers.

Your Board places on record its deep sense of appreciation for the committed services of the associates of your Company at all levels.

Your Board thanks the investors and shareholders for placing immense faith in them.

Your Board takes this opportunity to express its sincere appreciation for the contribution made by the employees at all levels in your Company. The consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of Board of Directors

Waryam Singh Deepak Sharma Director Director (DIN: 00230462) (DIN: 02268257)

Place: Mumbai Date: August 12, 2014


Mar 31, 2013

To, The Members of Broadcast Initiatives Limited.

The Directors of your Company hereby present the Ninth Annual Report together with the statement of audited accounts for the financial year ended March 31, 2013.

1. FINANCIAL HIGHLIGHTS

(Rs. in ''000s)

Particulars Financial Financial Year ended Year ended March 31,2013 March 31,2012

Net Sales/income 63,509 1,30,106 from operations

Other Income 1,721 1,199

Total Income 65,230 1,31,305

Total expenditure 3,63,311 6,81,871

Gross Profit/(Loss)before (2,98,080) (5,50,566) exceptional and extraordinary items and tax

Exceptional Items (3,470) 7,00,233

Profit before extraordinary (3,01,550) 1,49,667 items and tax

Extraordinary Items - -

Profit/(Loss) before (3,01,550) 1,49,667

Taxation

Deferred Tax (6,113) (8,299)

Profit/(Loss) after tax (2,95,437) 1,57,966



2. TURNOVER AND PROFITS

The Company earned total revenue of Rs. 63,509,483/- for the financial year ended March 31, 2013,. The Company incurred Net Loss of Rs. 2,95,437,439 as against Net Profit of Rs.15,79,66,079 in the previous financial year. A detailed discussion on the business performance is presented in the Management and Analysis section of the Annual Report.

3. DIVIDEND

In view of the loss incurred by the Company, your Directors do not to recommend payment of any dividend during the year.

4. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the requirements of the listing agreement, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis Report, forming part of the Annual Report.

5. SUBSIDIARY COMPANIES

Our Company did not have any subsidiary Company during the year.

6. DEPOSITS

Your Company has not accepted any Fixed Deposits from the public and therefore is not required to furnish information in respect of outstanding deposits under Non Banking Non-Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

7. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, at the ninth annual general meeting, Shri. M. S. Kapur and Shri Bua Singh retire by rotation. Shri Bua Singh has not offered himself for re-appointment and accordingly he will cease to be Director of the Company. Shri. M. S. Kapur offers himself for re-appointment.

The above re-appointment form part of the Notice of the forthcoming Ninth Annual General Meeting and the respective resolutions are recommended for your approval.

The Profile of the Director, as required under Clause 49 of the Listing Agreement, is part of the explanatory statement to the Notice of the Ninth Annual General Meeting.

None of the Directors are disqualified from being appointed as a Director of the Company under the provision of Section 274, of the Companies Act, 1956.

8. DIRECTOR''S RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors'' subscribe to Directors'' Responsibility Statement and confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 2012- 13 and of the loss of the company for that year;

3. They 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; and

4. The annual accounts have been prepared on a going concern basis.

9. COMPANY SECRETARY

During the year, Ms. Leena Parekh was appointed as Company Secretary and Compliance Officer of the Company with effect from 11th August 2012 in place of Mr. Balakrishna Swamy.

12. PARTICULARS OF EMPLOYEES

Information to be provided under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given in annexure I forming part of this report.

11. AUDITORS

Ashok Jayesh & Associates, Chartered Accountants, having its office at 501, HDIL Towers, Anant Kanekar Marg, Bandra (East), Mumbai-400051 will retire at the ensuing Annual General meeting of the Company and being eligible offer themselves for re-appointment.

AUDITORS REPORT :

Adverse Remark in Auditor''s Report:

The Company has not been regular in depositing statutory dues including Service Tax, Cess, Custom Duty, Income Tax, Provident Fund, Employee State Insurance and Professional Tax. The yearend amount outstanding for more than six months is as follows:-

Service Tax - Rs 82,664/-

Tax Deducted at Source - Rs 42,02,007/-

Director''s Remark on the same:

The irregularity in depositing statutory dues with respect to income tax (TDS) and service tax is unintentional and the same is due to non- availability of liquidity of funds with the Company. Your Directors ensures that the Company will take necessary steps in future to ensure that undisputed statutory dues are being paid regularly.

12. CORPORATE SOCIAL RESPONSIBILITY

''Green Initiative in Corporate Governance''

In order to protect the environmental degradation, your Company proposes to follow the ''Green Initiative in Corporate Governance'' introduced by the Ministry of Corporate Affairs and Securities Exchange Board of India which permits circulating the Annual Reports, Notices and such other documents in soft copy. All the correspondence with the shareholders will be done through the registered mail Id''s.

13. CORPORATE GOVERNANCE

The Company continued its endeavor to comply with the provisions of Clause 49 of the Listing Agreement. All the provisions of Clause 49 of Corporate Governance have been complied with except with the requirement of appointment of a Managing Director for the Company. The Company needs to obtain a prior approval of the Ministry of

Broadcasting (MIB) for appointment of a Director. The Company has already applied for the approval of Ministry of Broadcasting (MIB). Once the appointment of Managing Director is approved by the concerned authority, the compliance will be done.

The report on Corporate Governance for the financial year 2012-13 is given as separate section titled "Report on Corporate Governance" and the Auditors'' Certificate on compliance with Corporate Governance requirements by the Company is attached to the Corporate Governance Report.-

14. LISTING AT STOCK EXCHANGE

The equity shares of the Company continue to be listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid the applicable listing fees to the above stock exchanges up to date.

15. INTERNAL CONTROL SYSTEM

The Company has in place appropriate internal control systems, commensurate with its size and nature of operations.

16. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company is into the business of Broadcasting of News & Current Affairs and General Entertainment Television Channels. Since these activities do not involve any manufacturing activity, most information required to be provided in terms of Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not applicable. However, your Company, being a service provider, requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

17. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, your Company has incurred expenditure in foreign currency to the extent of Rs. 1,010 (in ''000) as against Rs. 1,974 (in ''000) in the previous financial year.

18. HUMAN RESOURCE

Your Directors would like to place on record their deep appreciation of all employees for rendering quality services to every constituent of the Company be its viewers, producers, regulatory agencies, creditors or shareholders. The unstinting efforts of the employees have enabled your Company to remain in the forefront of media and entertainment Business.

19. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation and sincere gratitude to the various Departments of the Central and State Government, Company''s Bankers, clients, media and business constituents for their valuable assistance and support. The Directors also acknowledge the continued support received from investors and shareholders and the confidence reposed by them. The Directors place on record their appreciation for the sincere and dedicated services rendered by all the employees of the Company.



On behalf of the Board

For Broadcast Initiatives Limited

Place: Mumbai

Date: 29th May, 2013 Director Director


Mar 31, 2012

To, The Members of Broadcast Initiatives Limited.

The Directors of your Company are pleased to present the Eighth Annual Report together with the statement of audited accounts for the financial year ended March 31,2012.

1. FINANCIAL HIGHLIGHTS

(Rs. in '000s)

Particulars Financial Year Financial Year ended ended Match 31,2012 Match 31,2011

Net Sales/ 1,30,106 96,121

income from operations

Other Income 1,199 5,472

Total Income 1,31,305 1,01,593

Total Expenditure 6,81,871 6,70,925

Gross Profit/(Loss)

before exceptional

and extraordinary (5,50,566) (5,69,332)

items and tax

Exceptional Items 7,00,232 -

Profit before 1,49,667 (5,69,332)

extraordinary items and tax

Extraordinary Items - 41,523

Profit/(Loss)before 1,49,667 (5,27,808)

taxation Deferred Tax (8,299) 1,045

Profit/(Loss) after tax 1,57,966 (5,28,853)

2. TURNOVER AND PROFITS

For the year ended March 31,2012, the Company earned total revenue of Rs. 1,31,305 thousand. An increase of 29% as against previous Rs. 1,01,593 thousand. A detailed discussion on the business performance is presented in the Management and Analysis section of the Annual Report.

3. DIVIDEND

In view of the accumulated losses in past several years, Directors do not to recommend payment of any dividend during the year.

4. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the requirements of the listing agreement, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis Report, forming part of the Annual Report.

5. SUBSIDIARY COMPANIES

During the year under review, our Company did not have any subsidiary.

6. DEPOSITS

Your Company has not accepted any Fixed Deposits from the public and is therefore not required to furnish information in respect of outstanding deposits under Non Banking Non- financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

7. (a) CHANGE IN REGISTERED OFFICE OF THE COMPANY:

During the year, there is no change in the registered office of the Company.

(b) SHARE CAPITAL:

During the year, there is no change in Share Capital of the Company.

8. RIGHTS ISSUE

Your Company had proposed to issue 2,02,51,200 Equity Shares of the face value 10 each in the ratio of 8 Equity Shares for every 10 Equity Shares by way of rights issue to the existing shareholders of the company. Accordingly Company had filed Draft Letter of Offer with Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE) and Securities Exchange Board of India (SEBI) and had also received initial approvals (NOC) of NSE,BSE.

However, considering the present market scenario, the Rights Issue may not fetch appropriate valuation and the Company may not receive subscription other than form the promoter members. Your Directors therefore proposed to not pursue the Rights Issue. Therefore, the Company has withdrawn Draft Letter of Offer filed with the Securities Exchange Board of India (SEBI).

9. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, at the 8th Annual General Meeting, Shri. Waryam Singh and Mr. Deepak Sharma will retire by rotation and being eligible, offers themselves for re-appointment.

The above re-appointment form part of the Notice of the forthcoming 8th Annual General Meeting and the respective resolutions are recommended for your approval.

Profile of the Director, as required under Clauses 49 of the Listing Agreement, is part of the explanatory statement to the Notice of the 8* Annual General Meeting.

Mr. Gautam Adhikari and Mr. Markand Adhikari ceased to be Directors with effect from 9th September 2011 and Mr. Ashok Kumar Gupta ceased to be Managing Director and Director with effect form 17th September 2011 and the Board places its appreciation for their valuable contribution towards the affairs of the Company.

Mr. Bua Singh ceased to be Director with effect form 3rd March. 2012. However, considering the Company's requirement for his services, he was re-appointed as Director of the Company on 6th March, 2012 and holds office as Additional Director until the forthcoming Annual General Meeting. Accordingly, his candidature for appointment as a Director is included in the Notice.

RECONSTITUTION OF FINANCE COMMITTEE:

Consequent upon resignation of Mr. Ashok Kumar Gupta from the office of Director and resultant resignation from the Finance Committee of the Company, the Finance Committee was reconstituted on 26th December, 2011 as follows:

Name of the Director Designation

Mr. Waryam Singh Chairman

Mr. Bua Singh Member

RECONSTITUTION OF SHAREHOLDER'S/INVESTORS GRIEVANCES - CUM - SHARE TRANSFER COMMITTEE OF THE COMPANY:

Consequent upon resignation of Mr. Ashok Kumar Gupta form the office of Director and resultant resignation form the Shareholder's/Investors grievances - cum - Share Transfer Committee of the Company, the Shareholder's/Investors grievances - cum - Share Transfer Committee was reconstituted on 26th December, 2011 as follows:

Name of the Director Designation

Mr.M.S. Kapur Chairman

Mr. Bua Singh Member

Mr. Deepak Sharma Member

10. DIRECTOR'S RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors' subscribe to Directors' Responsibility Statement and confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 2011-12 and of the profit of the company for that period;

3. they 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 the assets of the company and for preventing and detecting fraud and other irregularities; and

4. the annual accounts have been prepared on a going concern basis.

11. APPOINTMENT OF COMPANY SECRETARY

During the year, Mr. Balakrishna Swamy was appointed as Company Secretary and Compliance Officer of the Company with effect from 23rd November, 2011 in place of Ms. Akshada Kaslay.

12. HUMAN RESOURCE

Your Directors would like to place on record their deep appreciation of all employees for rendering quality services to every constituent of the Company be its viewers, producers regulatory agencies, creditors or shareholders. The unstinting efforts of the employees have enabled your company to forefront of media and entertainment Business.

13. PARTICULARS OF EMPLOYEES

Ashok Jayesh & Associates, Chartered Accountants, having its office at 501, HDIL Towers, Anant Kanekar Marg and Bandra (East), Mumbai - 400051 will retire at the ensuing Annual General Meeting of the Company.

15. CORPORATE GOVERNANCE

In accordance with Clause 49 of the listing agreement, your Company has ensured continued compliance of Corporate Governance requirements during the financial year. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholder's value.

The report on Corporate Governance for the financial year 2011-12 is given as separate section titled "Report on Corporate Governance" and the Auditors' Certificate on compliance with Corporate Governance requirements by the Company is attached to the Corporate Governance Report.

16. LISTING AT STOCK EXCHANGE

The equity shares of the Company continue to be listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid the applicable listing fees to the above stock exchanges up to date.

17. INTERNAL CONTROL SYSTEM

The Company has in place appropriate internal control systems, commensurate with its size and nature of operations.

18. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company is into the business of Broadcasting of News & Current Affairs and General Entertainment Television Channels. Since these activities do not involve any manufacturing activity, most information required to be provided in terms of Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not applicable. However, your Company, being a service provider, require minimal energy consumption and energy consumption and every endeavor

19. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, your Company has incurred expenditure in foreign currency to the extent of Rs. 1974 (in '000) as against Rs. 8221 (in '000) in the previous financial year.

20. ACKNOWLEDGMENTS

Your Directors wish to place on record their appreciation and sincere gratitude to the various Departments of the Central and State Government, Company's Bankers, clients, media and business constituents for their valuable assistance and support. The Directors also acknowledge the continued support received from investors and shareholders and the confidence reposed by them. The Directors place on record their appreciation for the sincere and dedicated services rendered by all the employees of the Company.

on behalf of the Board For Broadcast Initiatives Limited Director

Place: Mumbai Date : 10th May,2012


Mar 31, 2011

The Members of Broadcast Initiatives Limited

The Directors of your Company present the Seventh Annual Report together with the statement of audited accounts for the financial year ended 31 st March, 2011.

1. FINANCIAL HIGHLIGHTS (Rs. in '000s)

Particulars Financial Year Financial Year ended ended 31st March, 2011 31st March, 2010

NetSales 96,121 73,802 income from operations

Other Income 46,996 32,125

Total Income 1,43,117 1,05,927

Total expenditure 5,51,139 3,64,181

Gross Profit / (Loss) before interest and (4,08,023) (2,58,254) depreciation

Less: Interest and finance charges 44,139 42,465

Gross Profit/(Loss) before (4,52,162) (3,00,719) depreciation and taxation

Less: Depreciation 75,646 76,515

Profit / (Loss) before Tax (5,27,808) (3,77,233)

Less: Provision for taxation 1,045 5,422 Deferred Tax

Net Profit/ (Loss) after tax (5,28,654) (3,82,655)

Profit / (Loss) brought forward from previous year (11,84,810) (8,02,156)

Balance carried forward to (17.13.665) (11,84,810) the Balance Sheet

2. TURNOVER

For the year ended 31st March, 2011 the Company earned total revenue of Rs.1,43,117 thousand an increase of 35% as against previous years Rs.1,05,927 thousand. A detailed discussion on the business performance is presented in the Management Discussion and Analysis section of the Annual Report.

3. DIVIDEND

In view of the accumulated losses, Directors do not recommend payment of any dividend during the year.

4. MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the requirements of the listing agreement, the detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis Report, forming part of the Annual Report.

5. SUBSIDIARY COMPANIES

During the year under review, Our Company did not have any subsidiary companies.

6. DEPOSITS

Your Company has not accepted any Fixed Deposits from the public and therefore it is not required to furnish information in respect of outstanding deposits under Non Banking Non-Financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

7.a) CHANGE IN REGISTERED OFFICE OF THE COMPANY

Your Company has for more operational convenience of business transactions, shifted its Registered office from Adhikari Chembers, Oberoi Complex, New Link Road, Andheri (West)Mumbai- 400053 to 5th floor, HDIL Towers, Anant Kanekar Marg, Bandra (East),Mumbai-400051 with effect from 15th May, 2010.

b) SHARE CAPITAL

During the year, there is no change in Share Capital of the Company.

8. RIGHTS ISSUE

During the year under review, your Company proposed to issue 2,02,51,200 Equity Shares of the face value of Rs.10 each in the ratio of 8 Equity shares for every 10 Equity shares by way of rights issue to the existing shareholders of the Company.

Accordingly your Company has filed Draft Letter of Offer with Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE) and Securities Exchange Board of India (SEBI) and have received in-principle approvals of BSE and NSE.

The approval of SEBI on our draft letter of offer is awaited.

9. DIRECTORS

At the 7th Annual General Meeting, Shri. M.S.Kapur retire by rotation and being eligible, offers himself for re- appointment.

The above re-appointment form part of the Notice of the forthcoming 7th Annual General Meeting and the respective resolutions are recommended for your approval.

Profile of the Director, as required under Clause 49 of the Listing Agreement, is annexed to the Notice of the 7th Annual General Meeting.

10. DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors' subscribe to Directors' Responsibility Statement and confirm:

1. That in the preparation of the annual accounts for the year ended 31st March, 2011 the applicable accounting stand- ards had been followed along with proper explanation relatingto material departures;

2. That the Directors 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 2010-11 and of the profit of the Company for that period;

3. That the Directors have 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. That the Directors have prepared the annual accounts on a going concern basis.

11. APPOINTMENT OF COMPANY SECRETARY

During the year, Ms. Akshada Kaslay was appointed as Company Secretary and Compliance Officer of the Company with effect from 14th March, 2011 in place of Ms. Vidhee Shroff.

12. HUMAN RESOURCE

Your Directors would like to place on record their deep appreciation of all employees for rendering quality services to every constituent of the Company be its viewers, producers, regulatory agencies, creditors or shareholders. The unstinting efforts of the employees have enabled your Company to remain in the forefront of Media and Entertainment Business.

13. PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, the particulars of employees having regard to the provisions of Section 219(1) (iv) of the Companies Act, 1956, the Annual report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

14. AUDITORS

M/s. Ashok Jayesh & Associates, Chartered Accountants, will retire at the ensuing Annual General meeting of the Company and being eligible and offer themselves for re- appointment.

Your Director recommends their re-appointment as Statutory Auditors of the Company.

15. CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement, your Company has ensured continued compliance of Corporate Governance requirements during the financial year. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders'value.

The report on Corporate Governance for the financial year 2010-11 is given as separate section titled "Report on Corporate Governance" and the Auditors' Certificate on compliance with Corporate Governance requirements by the Company is attached to the Corporate Governance Report.

16. LISTING AT STOCK EXCHANGE

The equity shares of the Company continue to be listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Company has paid the applicable listing fees to the above stock exchanges up to date.

17. INTERNAL CONTROL SYSTEM

The Company has in place appropriate internal control systems, commensurate with its size and nature of operations.

18. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not applicable.

19. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, your Company has incurred expenditure in foreign currency to the extent ofRs. 8221 (in '000)as againstRs. 10499 (in '000)in the previous financial year.

20. ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation and sincere gratitude to the various Departments of the Central and State Governments, Bankers, clients, media and business constituents for their valuable assistance and support. The Directors also acknowledge the continued support received from investors and shareholders and the confidence reposed by them. The Directors place on record their appreciation for the sincere and dedicated services rendered by all the employees of the Company.

On behalf of the Board

For Broadcast Initiatives Limited

sd/-

Bua Singh Chairman

Place: Mumbai Date : 4th August, 2011

 
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