Directors Report of Sea TV Network Ltd.

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)

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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

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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

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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