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Aastha Broadcasting Network Ltd.

BSE: 503673 Sector: Media
NSE: N.A. ISIN Code: INE199B01028
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Aastha Broadcasting Network Ltd. (AASTHABROADCAS) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Thirty-Third Annual Report of theCompany together with the Audited Accounts for the year ended 31st March 2015.

1. FINANCIAL HIGHLIGHTS

FINANCIAL RESULTS & WORKING OF THE COMPANY

(Rs. in Lakhs)

Particular Year 31st March 2015 Ended 31st March 2014
Profit/(Loss)Before Tax (82.55) (32.32)
Less : Provision for Tax
1. Current tax

NIL

NIL

2. Short Provision of Tax NIL NIL
3. Deferred Tax (23.95) (9.99)
Profit/(Loss) After Tax (58.60) (22.33)
Add : Balance brought from previous year after making adjustments relating to Fixed Assets (593.69) (568.11)
Balance carried to Balance Sheet (652.29) (590.44)

2. DIVIDEND & RESERVE

In view of the loss incurred during the year under review the Board of Directors donot recommend any dividend for the financial year ended 31st March 2015.

During the year under review no amount was transferred to General Reserve.

3. PERFORMANCE REVIEW

The performance of the Company during the current year has not been up to theexpectation due to high volatility in the market. Your Directors are making all efforts toimprove the performance of the Company further in future.

4. CHANGE IN NATURE OF THE BUSINESS

There is no change in the nature of business of the Company during the financial year.

5. SHARE CAPITAL

The paid up equity capital as on March 31 2015 was Rs. 1000 Lakhs. During the yearunder review the Company has not issued shares with differential voting rights nor hasgranted stock options or sweat equity.

6. LISTING OF EQUITY SHARES

The Equity Shares of your Company are presently listed on Bombay Stock Exchange (BSEand Listing fees for the financial year 2015-16 have been paid to Stock Exchange.

7. FIXED DEPOSITS

During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

8. LOANS GUARANTEES AND INVESTMENTS

Pursuant to Section 186(11) of the Companies Act 2013 any acquisition made by anon-banking financial Company are exempted from disclosure in the Annual Report.

9. CORPORATE SOCIAL RESPONSIBILITY

The Company had not taken any initiatives on the activities of Corporate SocialResponsibilities as the provisions relating to the same are not applicable to the Company.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the Annual General Meeting of the Company held on 30th July 2014 theMembers had approved the appointment of Shri Siddhartha Ananta Bhargava as IndependentDirector and he meet the criteria of independence as laid down under Section 149 (6) ofthe Act and Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

During the year Company could not find any suitable Woman Director to promote theBusiness of the Company however the efforts are continue and very soon the Woman Directorwill be appointed.

In accordance with the provisions of the Act Shri Hiren Harshad Doshi retires and iseligible for reappointment.

The Board recommends their appointment/re-appointment for the approval of the members.

In accordance with the provisions of the Act Shri Siddhartha Ananta Bhargava retiresand is eligible for reappointment.

The Board recommends their appointment/re-appointment for the approval of the members.

11. BOARD EVALUATION

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement the Boardhas carried out an evaluation of its own performance performance of the Directors as wellas the evaluation of the working of its committee.

The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the ManagingDirector and Non Independent Director was carried out by the Independent Directors attheir meeting without the attendance of Non-independent Directors and members of themanagement. The Nomination & Remuneration Committee also reviewed the performance ofthe Board its Committee and of the Directors. The Directors were satisfied with theevaluation results.

12. NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the financial year2014-15 forms part of Report on Corporate Governance.

13. NOMINATION & REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and other employees of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thepolicy is stated in the Report on Corporate Governance.

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a mechanism called "Whistle Blower Policy" for Directors andemployees to report genuine concerns or grievances.

15. REMUNERATION OF DIRECTORS

The Company has not given remuneration to any director of the Company. So there is norequirement to give disclosure under Section 197(12) of the Companies Act 2013.

16. RISK MANAGEMENT POLICY

The Company has a Risk Management Policy in accordance with the provisions of the Actand Clause 49 of the Listing Agreement which provides a mechanism for risk assessment andmitigation.

At present the Company has not identified any element of risk which may threaten theexistence of the Company.

17. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013.

Your Directors state that during the year an Internal Complaint Committee has beenformed to review the cases filed pursuant to Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and further state that there were nocases reported in respect to above mentioned Act.

18. RELATED PARTIES TRANSACTION

All related party transactions that were entered into during the financial year were inthe ordinary course of the business and were on arm's length basis. There were nomaterially significant related party transactions entered by the company with PromotersDirectors Key Managerial Personnel or other persons which may have potential conflictwith interest of the company at large. The policy on Related Party transaction as approvedby Board of Directors has been uploaded on the website of the Company.

Details of the transactions with Related Parties are provided in the accompanyingfinancial statements.

19. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS

During the year there are no significant and material order passed by theRegulators/Courts which would impact the going concern of the Company and its futureoperation.

20. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:

i) in the preparation of the annual accounts the applicable accounting standards havebeen followed.

ii) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the directors have prepared the annual accounts on a going concern basis.

v) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) the directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

21. AUDITORS' REPORT/SECRETARIAL AUDIT REPORT

The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

22. AUDITORS

• Statutory Auditors

Messers. K. U. Kothari & Co. Chartered Accountants Statutory Auditors of theCompany holds office till the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment.

The Company has received letter from the Auditors to the effect that theirre-appointment if made would be within the prescribed limits under the Companies Act2013 and they are not disqualified for reappointment. The Board recommends the appointmentof the auditors from conclusion of ensuing Annual General Meeting till the conclusion ofnext Annual General Meeting.

• Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. Saurabh Srivastava & Associates a firm of Company Secretaries inPractice to undertake the Secretarial Audit of the Company for the year ended 31st March2015. The Secretarial Audit Report is annexed herewith to this report in Form MR-3.

23. INTERNAL CONTROL SYSTEM

The Company has an adequate internal control system commensurate with the size scaleand complexity of its operations.

24. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12(1) of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in form MGT.9 is annexedherewith to this Report.

25. FOREIGN EXCHANGE

During the period under review there was no foreign exchange earnings or out flow

26. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.

27. STATUTORY INFORMATION

The Company being basically in the media sector requirement regarding the disclosureof particulars of conservation of energy and technology absorption prescribed by the rulesis not applicable.

28. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. There are no employees who are in receiptof remuneration in excess of the limit specified under Rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

29. EMPLOYER EMPLOYEE RELATIONSHD?

The Company has maintained a cordial relationship with its employees which resulted insmooth flow of business operations during the year under review.

30. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

As per the Listing Agreement with the Stock Exchanges the Company has implemented theCode on Corporate Governance. The Corporate Governance compliance certificate obtainedfrom the Auditors of the Company is attached to Report on Corporate Governance.

The Management Discussion and Analysis Report and the Report on Corporate Governanceare given in the annexure attached to this report. The Board members and Senior managementpersonnel have confirmed compliance with the Code of conduct.

31. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITON OF THECOMPANY ACQUIRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial positions of the companyacquired between the end of the financial year to which this financial statements relateand the date of the report

32. ACKNOWLEDGEMENTS

Your Directors acknowledge the support and owe a debt of gratitude to the MembersInvestors Consultants & Bankers. Your Directors' also place on record their sense ofappreciation for the valuable contribution made by the employees of the Company.

For Aastha Broadcasting Networked.
KISHAN VIR SHARMA
Place : Faridabad Chairman & Managing Director
Date : 28th May 2015 DIN: 01202360

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