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Esha Media Research Ltd.

BSE: 531259 Sector: Services
NSE: N.A. ISIN Code: INE328F01016
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OPEN 8.20
PREVIOUS CLOSE 8.20
VOLUME 70
52-Week high 8.70
52-Week low 4.50
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 8.20
Sell Qty 30.00
OPEN 8.20
CLOSE 8.20
VOLUME 70
52-Week high 8.70
52-Week low 4.50
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 8.20
Sell Qty 30.00

Esha Media Research Ltd. (ESHAMEDIA) - Director Report

Company director report

TO THE MEMBERS

Dear Members

Your Directors have pleasure in presenting their 32nd Annual Report together with theAudited Accounts of the Company for the Year ended March 312015.

FINANCIAL RESULTS FOR THE YEAR ENDED 31ST MARCH 2015

Particulars Year Ended 31st March 2015 Year Ended 31st March 2014
Turnover 1103.61 2797.82
Profit/ (Loss) Before Taxation 33.21 69.92
Add / Less : Tax Expense 17.45 25.88
Profit / (Loss) After Tax 50.66 44.04
Loss B/F From the Previous Year 247.80 293.53
Add : Other Balance W/Off 0 1.69
Loss C/F to the next Year 197.14 247.80

OPERATIONAL REVIEW

The Company recorded a turnover of 1103.61 lakhs during the year under review asagainst 2797.82 lakhs in the previous year and thus registering a decline of Rs. 1694.21lakhs. The net profit after tax is 50.66 Lakhs as against a profit of44.04 lakhs in theprevious year.

Esha Media Research Limited is developing various other verticals to increase revenueand the presence in this sector Media research as per the clients ’ keywords havebeen well accepted in the industry giving credibility to your company’s research.The research is done project based weekly fortnightly or monthly basis. These reportsgive an insider view on the behavior trend of the media for the respective keywords.(Company brand issues competition etc.) During the year new vertical namely mediatranscription was launched with success. In order to understand the sporting eventsbranding and the media behavior your company has also ventured in to sports mediaresearch. The benefits of the same would accrue to the company in the coming yearsDIVIDEND

Your Directors do not recommend any dividend for the year ended 31 st March 2015 with aview to conserve the resources for future.

TRANSFER TO RESERVES

Your Directors do not propose any amount to be transferred to the Reserves for the yearended 31 st March 2015.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges a separatesection titled Report on Corporate Governance has been included in this Annual Report.Your Directors are pleased to report that as on 31 March 2015 your Company is incompliance with the SEBI Guidelines on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges annexed to thisDirectors’ Report provides a more detailed review of the operating performance.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of thecompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

As a part of the effort to evaluate the effectiveness of the internal control systemsyour Company’s internal audit system reviews all the control measures on periodicbasis and recommends improvements wherever appropriate. The Company has in place adequateinternal control systems and procedures commensurate with the size and nature of itsbusiness. These systems and procedures provide reasonable assurance of maintenance ofproper accounting records reliability of financial information protections of resourcesand safeguarding of assets against unauthorized use. The management regularly reviews theinternal control systems and procedures.

CORPORATE SOCIAL RESPONSIBILITY

The Board of your Company has voluntarily constituted a CSR Committee. As on 31 March2015 the Committee comprises three Directors. Your Company has also adopted a CSR Policy.

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.

DIRECTORS:

In accordance with the provision of section 152(6) and article the Articles ofAssociation of Company Mr. Raghava Raju Penmatsa and Ms. Jyoti Mahadev Babar will retireby rotation at the ensuing Annual General Meeting of the Company and being eligible offerthemselves for re-appointment. The Board recommends their reappointment.

DECLARATION BYINDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that they meet the criteria of independence laiddown in section 149(6) of the Companies Act 2013 and clause 49 of the Listing Agreement.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Appointment &Remuneration Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

REMUNERATION POLICY

The Board has on the recommendation of the Appointment & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

Acalendar of Meetings is prepared and circulated in advance to the Directors.

During the year five Board Meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

SHARE CAPITAL

During the Financial Year 2014-15 there was no change in the share capital of theCompany either by way through Private Placement/Preferential allotment/Rights issue/Employee Stock Option Scheme of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.The details of the investments made by company isgiven in the notes to the financial statements.

RELATED PARTY TRANSACTION

All transactions entered into during the financial year 2014-15 with Related Parties asdefined under Section 188 read with Rule 15 of Companies (Meetings of Board and itspowers) Rules 2014 of the Companies Act 2013 and Clause 49 of the Listing Agreement werein the ordinary course of business and on an arm’s length basis. During the year theCompany had not entered into any transaction referred to in Section 188 of the CompaniesAct with related parties which could be considered material under the Listing Agreement.Accordingly the disclosure of Related Party Transactions as required under Section 134(3)of the Companies Act 2013 in Form AOC-2 is not applicable. Attention of Members is drawnto the disclosures of transactions with related parties set out in Notes to Accountsforming part of the Standalone financial statements. As required under Clause 49(VIII) ofthe Listing Agreement the Company has formulated a Related Party Transactions Policywhich is available on the website of the Company EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure 1".

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING ANI) OUTGO:

At present the company has not identified any element of risk which may threaten theexistence of the company. PARTICULARS OF EMPLOYEES

(A) There were no employees drawing salary exceeding the limits prescribed underSection 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014

(B) The ratio of the remuneration of each director to the median employee’sremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report as Annexure-3.

ACKNOWLEDGEMENTS

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and employees at all levels for their continuous cooperation and assistance.

For and on behalf of the Board of Directors
PLACE: HYDERABAD (P Raghava Raju)
DATE :14th May 2015 Chairman

A] Conservation of Energy Technology Absorption:

Your Company is not a power intensive company even though the Company has taken allmeasures to conserve the energy. Your Company is not using any foreign technology.

B] Foreign Exchange Earning and Outgo:

The Foreign Exchange Earning and Outgo were NIL during the year.

WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy to deal with instance of fraud andmismanagement if any.

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.

The Vigil mechanism Policy ensures that strict confidentiality is maintained whilstdealing with concerns and also that no discrimination will be meted out to any person fora genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

No case of sexual harassment was reported during the year.

EMPLOYEE RELATIONS

During the year under review your Company enjoyed cordial relationship with employeesat all levels.

AUDITOR’S REPORT/ SECRETARIALAUDIT REPORT

The observation made in the Auditors ’ Report read together with relevant notesthereon are self explanatory and hence do not call for any further comments under Section134 of the Companies Act 2013.

As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. Certain observations made in the report with regard to nonfiling of some forms were mainly due to ambiguity and uncertainty of the applicability ofthe same for the relevant period. Further the Board of directors is also looking forindependent directors to make an optimum combination of independent and non- independentdirectors. The company would ensure in future that all the provisions are complied withthe fullest extent.

AUDITORS

The Auditors M/s. Dhakad & Co. Chartered Accountants Mumbai retire at theconclusion of the ensuing Annual General Meeting and are eligible for re-appointment asper section 13 9 of the Companies Act 2013.

SECRETARIALAUDIT

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Nishant Jawasa & Associates Practicing Company Secretary to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith asAnnexure - 2 to this report

BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act 2013 & Clause 49 of thelisting agreement the company has constituted a business risk management committee. Thedetails of the committee and its terms of reference are set out in the corporategovernance report forming part of the Boards report.

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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

(a) Industry structure and developments

The Indian media industry has benefited from some fundamental growth drivers and hasemerged as a growth engine for discretionary consumption products and services especiallymedia. With the evolution of the media industry growth is increasingly being driven byincreased consumer spending which has a large impact on revenue streams. The growth hasbeen evident in varying proportions across the different segments of the Media Industryi.e. Television Newspapers Magazines Print and Internet (Digital) being the major mediain terms of size and growth rates apart from other segments such as radio out of homemobile. Your Company has set up adequate infrastructure along with a team of professionalsfor carrying on the business of the company efficiently.

(b) Opportunities and threats

Immense opportunities exist in media Industry depending upon the growth of thetelevision medium. The Media Industry is undergoing a structural shift in a convergingmedia era where consumers are increasingly taking control of their media consumption. TheMajor threat to your company's fortune would be on account of competition on televisionmedium and sentiments affected by advertising rates facing pressure from the global anddomestic economic slowdown.

(c) Segment-wise or product-wise performance

The Company's main business is television media monitoring and all the activities ofthe Company during the year are related to these business. As such there are no separatereportable segments.

(d) Outlook

The Company continues to explore the possibilities of expansion in its activitiesthrough latest technology for tracking & monitoring the wide range of channels and iscontinually upgraded and will make the necessary investments when attractive opportunitiesarise.

(e) Risks and Concerns

Your Company is exposed to the fluctuations of economy and industry cycles. The companymanages these risks by remaining very conservative and following other risk managementpractices. The management believes that efficient business planning risk management andproduct diversification would help mitigate such risks.

(f) Internal Control Systems and their adequacy

As a part of the effort to evaluate the effectiveness of the internal control systemsyour Company's internal audit system reviews all the control measures on a periodic basisand recommends improvements wherever appropriate. The Company has in place adequateinternal control systems and procedures commensurate with the size and nature of itsbusiness. These systems and procedures provide reasonable assurance of maintenance ofproper accounting records reliability of financial information protection of resourcesand safeguarding of assets against unauthorized use. The management regularly reviews theinternal control systems and procedures.

(g) Discussions on Financial Performance with respect to Operational Performance:

(Rs. in Lacs)

Highlights 2014-2015 (Rs. in Lacs) 2013-2014 (Rs. in Lacs) Change in %
Revenue from Operations & other Income 1103.61 2797.82 -60.55
Profit before Finance Cost Depreciation and Tax 337.73 450.81 -25.08
Finance Cost 0.40 1.99 -79.90
Depreciation 304.12 378.90 -19.74
Net Profit Before Tax 33.21 69.92 -52.50
Provision for Taxation (Including Deferred Tax & Fringe benefit tax) (17.45) 25.88 -
Net Profit after Tax 50.66 44.04 15.03
Earnings per Share (in Rs.) 0.65 0.56 16.07
- Basic
- Diluted

(h) Human Resource Development

The human capital today is one of the most decisive factors in the success of a companyand thus we strive for excellence in the entire employee life cycle. Your Companycontinuously recruits skilled professionals from various streams and undertake severalinitiatives to retain the talent pool. Your Company also places emphasis on developmentand enhancement of skills and capabilities of employees to prepare them for futurechallenges. As in the past the company enjoyed cordial relations with the employees atall levels. The Company focuses on improved Employee Engagement through several enterpriselevel initiatives. The Rewards and Recognition Programs here appreciate outstandingperformers for their professionalism dedication and outstanding contributions.

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