Mar 31, 2015
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)
Mar 31, 2014
The Shareholders,
Sea TV Network Limited
The Directors are pleased to present herewith the 10th Director''s
report together with the Annual Audited Accounts of the Company for the
year ended March 31, 2014.
FINANCIAL PERFORMANCE
The financial performance of the company for the year ended on 31st Mar
2014 is summarized as under;
Particulars For the year ended 31/03/2014 31/03/2013
(Rs. in lacs) (Rs. in lacs)
Total Income 1870.81 1467.11
Profit (Loss) before depreciation and taxes 221.17 322.39
Less: Depreciation 445.29 137.92
Less: Current Taxes/Deferred Taxes 85.45 60.66
Profit (Loss) After Tax (309.57) 123.81
RESULT OF OPERATIONS
During the financial year 2013-14 Company, on a consolidated basis, has
generated over Rs.1881.90 lacs of revenues and loss after tax of
Rs.682.34 lacs. Corresponding figures for the financial year 2012-13
were revenue of Rs 2123.79 lacs and profit after tax of Rs 128.55 lacs.
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.
CHANGES IN CAPITAL STRUCTURE
During the year issued and 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 Crore & Two Lac only).
DIVIDEND
The Board of Directors do not recommend dividend for the year 2013-14.
TRANSFER TO RESERVE
The Company has not transferred any funds to the General Reserve during
the financial year 2013-14.
PUBLIC DEPOSITS
During the year under review your Company has not accepted any deposits
from the public under Section 58A of the Companies Act, 1956.
AUDITORS AND AUDITOR''S REPORT
M/s Surendra G & Co., Chartered Accountants, Agra hold office as
Auditors of the Company until the conclusion of 10thAnnual General
Meeting and Board recommends their re-appointment till the conclusion
of 13thAnnual General Meeting, subject to ratification by shareholders
at every annual general meeting. The Company has received a consent &
eligibility certificate from Auditors under Section 139 of the
Companies Act, 2013 to the effect that their reappointment, if made,
would be within the prescribed limits under Section 141 of the Act.
Members are requested to consider their re-appointment as Auditors of
the Company for the term mentioned above at a remuneration to be
decided by the Board of Directors.
Your 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, 2014. 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.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of requirement of Clause 49 of the Listing Agreement with the
Stock Exchange(s) Management''s Discussion and Analysis Report
disclosing the operations of the Company in detail is provided
separately as a part of Directors'' Report.
SUBSIDIARY COMPANIES
In terms of General Exemption, under Section 212(8) of the Companies
Act, 1956, granted by Ministry of Corporate Affairs vide its circular
no. 02/2011 dated 8th February, 2011, and in compliance with the
conditions enlisted therein, the Audited Statement of Accounts,
Auditors'' Reports thereon and the Reports of the Board of Directors of
the Company''s subsidiaries for the financial year ended 31st March,
2014, have not been annexed. The Annual Accounts and related documents
of the Subsidiary Companies shall be kept open for inspection 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. However, as directed by the said circular, the
financial data of the subsidiaries have been furnished under
''Subsidiary Companies Particulars'' forming part of Directors Report.
Further, pursuant to Accounting Standard (AS-21) issued by the
Institute of Chartered Accountants of India, Consolidated Financial
Statements presented by the Company in this Annual Report include the
financial information of its subsidiaries.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the company, Mr.Pankaj Jain, Director of the
Company, retire by rotation at the ensuing Annual General Meeting and
being eligible, has offered himself for re-appointment. Pursuant to
Sections 149, Schedule IV of the Companies Act, 2013 read with
Companies (Appointment and Qualification of Directors) Rules, 2014 and
clause 49 of the listing agreement the independent Directors are not
liable to retire by rotation and are required to be appointed by
Shareholders. Accordingly Mr. Rajeev Kumar Jain, Mr. Tika Ram Sharma &
Mr. Narendra Kumar Jain, are proposed to be appointed as Independent
Directors of the company to hold office for a term of consecutive five
years from the conclusion of ensuing 10th annual general meeting and
whose period of office shall not be liable to determination by
retirement of directors by rotation. Brief profile of directors
proposed to be appointed/re-appointed is given on Page 4.
The Board commends for their re-appointment at ensuing annual general
meeting.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the provisions of the section 217(2AA) of the Companies Act
1956, as amended your directors confirm:-
1. That the financial statement are prepared in accordance with the
accounting standard issued by the Institute of Chartered Accountant of
India and the requirement of the Companies Act,1956 to the extent
applicable to us.
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 and of
profit or loss of the Company for the year under review.
3. We have taken sufficient care to maintain adequate accounting
records in accordance with the provision of Companies Act,1956, to
safeguard the Assets of the company and to prevent and detect fraud and
other irregularities.
4. They have prepared the accounts on a going concern basis.
CORPORATE GOVERNANCE AND 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 and its Terms of Reference in
accordance with the provisions of Section 292A of Companies Act, 1956
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. These believes is
reflected in our governance practices, under which we strive to
maintain an effective, informed and independent Board. We keep our
governance practice under continues review and benchmark ourselves to
the best practices.
PARTICULARS OF EMPLOYEES COVERED UNDER THE (PARTICULARS OF EMPLOYEES)
RULES, 1975
None of the employees of the Company was in receipt of remuneration in
excess of the limits prescribed under Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975, as amended, during the year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Particulars relating to the conservation of energy, technology
absorption given as Companies (Disclosure of particulars in report of
Board of Directors) Rules, 1988 are not applicable to the Company due
to the nature of the Company''s business operations, being an
Entertainment & Media Company. Details of Foreign Exchange outgo during
the year under review are given below;
ACKNOWLEDGEMENT
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 01, 2014 Chairman & Managing
Director Whole Time
Director
Mar 31, 2013
To, The Shareholders, Sea TV Network Limited
The Directors are pleased to present herewith the 9th Director''s
report together with the Annual Audited Accounts of the Company for the
year ended March 31, 2013.
FINANCIAL PERFORMANCE
The financial performance of the company for the year ended on 31st Mar
2013 is summarized as under;
31-03-2013 31-03-2012
Total Income 1467.11 1278.88
Profit (Loss) before
depreciation and taxes 322.39 252.11
Less: Depreciation 137.92 86.39
Less: Provision for taxes 60.66 51.02
Add: Deferred Tax Credit
Profit (Loss) After Tax 123.81 114.69
RESULT OF OPERATIONS
During the financial year 2012-13 Company, on a consolidated basis, has
generated over Rs 2123.79 lacs of revenues and profit after tax of Rs
128.55 lacs. Corresponding figures for the financial year 2011-12 were
revenue of Rs 1849.4 lacs and profit after tax of Rs 121.71 lacs.
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 AS - 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.
CHANGES IN CAPITAL STRUCTURE
During the year issued and 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 Crore & Two Lac only)
DIVIDEND
The Board of Directors does not recommend dividend for the year 2012-13
with a view to reinvest for the operations of the company.
TRANSFER TO RESERVE
The Company has transferred Rs. 2000, 000/- to the General Reserve
during the financial year 2012-13.
PUBLIC DEPOSITS
During the year under review your Company has not accepted any deposits
from the public under Section 58A of the Companies Act, 1956.
AUDITORS AND AUDITOR''S REPORT
M/s Surendra G & Co., Chartered Accountants, Agra hold office as
Auditors of the Company until the conclusion of 9th Annual General
Meeting and Board recommends their re-appointment till the conclusion
of next Annual General Meeting. The Company has received a certificate
from Auditors under Section 224 (1) of the Companies Act, 1956 to the
effect that their reappointment, if made, would be within the
prescribed limits under Section 224 (1B) of the Act. Members are
requested to consider their re-appointment as Auditors of the Company
for the current year at a remuneration to be decided by the Board of
Directors.
Your 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, 2013. 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.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of requirement of Clause 49 of the Listing Agreement with the
Stock Exchange(s) Management''s Discussion and Analysis Report
disclosing the operations of the Company in detail is provided
separately as a part of Directors'' Report.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the company, Mr. Akshay Kumar Jain, Director
of the Company, retire by rotation at the ensuing Annual General
Meeting and being eligible, has offered himself for re-appointment,
brief profile of Mr. Akshay Kumar Jain is given on Page - 4.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the provisions of the section 217(2AA) of the Companies Act
1956, as amended your directors confirm:-
1. That the financial statement are prepared in accordance with the
accounting standard issued by the Institute of Chartered Accountant of
India and the requirement of the Companies Act,1956 to the extent
applicable to us.
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 and of
profit or loss of the Company for the year under review.
3. We have taken sufficient care to maintain adequate accounting
records in accordance with the provision of Companies Act,1956, to
safeguard the Assets of the company and to prevent and detect fraud and
other irregularities.
CORPORATE GOVERNANCE AND 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 ensure
that the decision making powers vested in the executive management is
not only 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 and its Terms of Reference in
accordance with the provisions of Section 292A of Companies Act have
been provided in the Corporate Governance Report mentioned in other
part of the report.
The Board of Directors is also responsible for and committed to sound
principal 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 belief is
reflected in our governance practices, under which we strive to
maintain an effective, informed and independent Board. We keep our
governance practice under continues review and benchmark ourselves to
the best practices.
PARTICULARS OF EMPLOYEES COVERED THE (PARTICULARS OF EMPLOYEES) RULES,
1975
None of the employees of the Company was in receipt of remuneration in
excess of the limits prescribed under Section 217(2A) of the Companies
Act, 1956 read with the Companies (Particulars of Employees) Rules,
1975, as amended, during the year under review
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Particulars relating to the conservation of energy, technology
absorption given as Companies (Disclosure of particulars in report of
Board of Directors) Rules, 1988 are not applicable to the Company due
to the nature of the Company''s business operations, being an
Entertainment & Media Company. Details of Foreign Exchange outgo during
the year under review are given below;
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 02, 2013 Chairman &
Managing Director Whole Time Director
Mar 31, 2012
To,The members of Sea TV Network Limited
The Directors are pleased to present herewith the 5th Director's
report together with the Annual Audited Account of the Company for the
year ended March 31, 2012.
FINANCIAL PERFORMANCE
The financial performance of the company for the year ended on 31st may
2012 is summarized as under,
Particular for the
year ended 31/03/2012 31/03/2011
(Rs. in lacs) (Rs. in lacs)
Total Income 1278.58 1174.49
Profit(loss) before
depreciation and taxes 252.11 326.10
Less Depreciation 86.39 68.52
Less: Provision
for taxes 51.02 91.59
Add: Deffered tax Credit - -
Profit(loss) After Tax 114.69 166.00
RESULTS OF OPERATIONS
During the financial year 2011-12 Company. On a Consolidated basis, has
generated over Rs. 1549.4 lacs of revenues and profit after tax of Rs.
121.71 lacs. Corresponding figures for the financial year 2010-11 were
revenue of Rs. 1177.17 lacs and after tax of Rs. 168.13 lacs.
CONSOLIDATED FINANCIAL STATEMENT
Pursuant to Accounting Standard AS-21 on Consolidated Financial
Statements read with Accounting Standard AS-23 on the Accounting for
Investment in Associates and Accounting Standard AS-27 on accounting on
joint Ventures, issued by the Institute of Charted Accountants of
India, the Audited Consolidated Financial Statements are provided in
this Annual report.
CHANGES IN CAPITAL STRUCTURE During the year issued and 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 Crore & Two Lac
only)
REVIEW OF YEAR GONEBY
During the year, the Company consolidated its growth following the
rapid scale up of the preceding years, its crore business continued to
exhibited robust growth. It continued to invest in its digital cable
operations. Along with revenue growth, the company maintained its
profitability.
MANPOWER
Company has been growing from strength to both in terms of the
organization and the activity profile. The total strength of the
company along with its subsidiaries has reached to approximately 370
employees.
DIVIDEND
The board of directors does not recommend dividend for the year 2011-12
with a view to retrieving for the operations of the company.
TRANSFER TO RESERVE
The Company has transferred Rs. 2000,000/- to the General Reserve
during the financial year 2011-12.
PUBLIC DEPOSITS
During the year under review your Company has not accepted any deposits
from the public under Section 58A of the Companies Act, 1956.
AUDITORS AND AUDITOR'S REPORT
M/s. Surendra G. & Co., Chartered Accounts, Agra hold office as
Auditors of the Company until the conclusion of 8th Annual general
Meeting and Board recommends their re-appointment till the conclusion
of next Annual General Meeting. The Company has received a
certification from Auditors under section 224(1) of the companies Act,
1956 to the effect that their reappointment. It made, would be within
the prescribed limits under section 224(1B) of the Act Members are
requested to consider their re-appointment as Auditors of the Company
for the current year at a remuneration to be decided by the Board of
Direction. your Board has duly examined the Report issued by the
Statutory Auditors of the Company on the Accounts for the financial
year ended March 31,2012. The notes on Accounts, as presented in this
Annual Report, are self-explanatory in this regards and hence do not
call for any further clarification.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of requesting of Clause 49 of the Listing Agreement with the
Stock exchange(s) Management's Discussion and Analysis report
disclosing the operations of the Company in detail is provided
separately as a part of Directors' report.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the company, Mr. Narendra Kumar Jain,
Director of the Company, retire by rotation at the ensuring Annual
General Meeting and being eligible has offered himself re-appointment.
Brief profile of Mr. Narendra Kumar Jain is given on Page. 7.
Further Mr. Tika Ram Sharma who was appointed as Additional Directors
of the company on 13/07/2012 after receiving the approval from the
Ministry of Information & Broadcasting and who holds the office up to
the Annual General meeting of the company, and in respect of whom a
notice has been received by the company from a member, is proposed to
be appointed as Director in-terms of provisions of section 257 of
Companies Act, 1956. A brief profile of Mr. Tika Ram Sharma is given on
Page-7
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions of the section 217 (2AA) of the Companies
Act 1956, as amended your directors confirm:-
1. That in the preparation of the Annual Accounts for the financial
year 2011-12, the applicable Accounting Standards have been followed.
2. That the Directors have selected such accounting policies and
applied them consistently and made judgement 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 profit
or loss of the Company for the year under review.
3. That the Directors taken proper and sufficient care for maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets the Company and for
preventing and detecting fraud and other irregularities.
CORPORATE GOVERNANCE AND CORPORATE SOCIAL RESPONSIBILITY
Corporate Governance philosophy of the Company lies in following strong
Corporate Governance practices driven by its core values to enhance the
interests of all its stakeholders. A report on Corporate Governance as
stipulated in clause 49 of the Listing Agreement forms a part of this
Annual report. With a view to strengthen the Corporate Governance
framework, the Ministry of Corporation Affairs has incorporated certain
provisions in the Companies Bill 2009. The Ministry of Corporate
Affairs has also issued a set of Voluntary Guidelines on Corporate
Governance and corporate Social Responsibility in December 2009 for
adoption by Companies.
The Guidelines broadly outline conditions for appointment of director,
guiding principles to remunerate directors. Responsibility of the
Board, Risk management rotation of the audit partners, audit times and
conduct of Secretarial audit and other Corporate Governance of the
Corporate Social Responsibility related disclosures. Your company has
by large complied with various requirements and is in the process of
initiating appropriate action for other applicable requirements
CORPORATE Governance is also related to innovation and strategy as the
organisation's ideas of innovation and strategies are driven enhances
stakeholder satisfaction.
Corporate Governance is also related to innovation and strategy as the
organisation's idea of innovation and strategies are to enhances
stakeholders' satisfaction.
PARTICULARS OF EMPLOYEES COVERED THE (PARTICULARS OF EMPLOYEE) RULES,
1975
None of the employees of the Company was in remuneration in excess of
the limits prescribed under Section 217(2A) of the Companies Act, 1956
read with the companies( Particulars of Employees) Rules, 1975, as
attended, during the year under review.
CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
Particulars relating to the conversation of energy, technology
absorption given as Companies( Disclosure of particulars in report of
Board of Directors) Rules. 1988 are not applicable to the nature of the
Company's business operations, Being an entertainment & Media Company,
details of Foreign exchange outgo during the year review given below;
Sl. PARTICULARS Amount in USD
No.
1. Purchase of fixed 36360
Assets
2. Advance against Purchase 20000
of Fixed Assets
Total 56360
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the banks, SEBI, the
Stock Exchanges, various Government authorities, Financial
Institutions, and all shareholders for their consist support and
encouragements to the Company I am sure you will join our Directors in
conveying our sincere appreciation to all.
For and behalf of Board of Directors
sd/- sd/-
Neeraj Jain Akshay Kumar Jain
(Chairman & Managing Director) (Whole Time director)
Place: Agra
Date: August 30, 2012