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Esha Media Research Ltd.

BSE: 531259 Sector: Services
NSE: N.A. ISIN Code: INE328F01016
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OPEN 4.37
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VOLUME 200
52-Week high 8.61
52-Week low 4.37
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Esha Media Research Ltd. (ESHAMEDIA) - Director Report

Company director report

TO THE MEMBERS

Dear Members

Your Directors have pleasure in presenting their 34th Annua! Report togetherwith the Audited Accounts of the Company for the Year ended March 31 2017.

FINANCIAL RESULTS:

Particulars Year Ended 31st March 2017 Year Ended 31st March 2016
Total Revenue 49.11 915.92
Profit/(Loss) before taxation (436.50) (110.37)
Add/Less: Tax Expense 22.56 18.82
Profit/(Loss) after tax (413.94) (91.55)
Loss : Balance B/F from the previous year 281.08 197.14
Add : Other Balance W/Off NIL 7.62
Loss C/F to the next year 695.01 281.07

OPERATIONAL REVIEW:

The Company recorded a turnover of 49.11 lacs during the year under review as against915.92 lacs in the previous year and thus registering a decline of Rs. 866.81. The netloss after tax is 413.94 lacs as against a loss of 91.55 lacs in the previous 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 have beenwell accepted in the industry giving credibility to your company's research. The researchis done project based weekly fortnightly or monthly basis. These reports give an insiderview on the behavior trend of the media for the respective keywords. (Company brandissues competition etc.) During the year new vertical namely media transcription waslaunched with success. In order to understand the sporting events branding and the mediabehavior your company has also ventured in to sports media research. The benefits of thesame would accrue to the company in the coming years.

DIVIDEND:

Due to losses your Directors do not recommend any dividend for the year ended 31stMarch 2017.

TRANSFER TO RESERVES:

Your Directors do not propose any amount to be transferred to the Reserves for the yearended 31st March 2017.

EXTRACT OF ANNUAL RETURN:

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

CORPORATE GOVERNANCE:

Your Directors reaffirm their commitment to good corporate governance practices Sincethe paid up equity share capital not exceeding rupees ten crore and net worth notexceeding rupees twenty five crore as on the last day of the previous financial year therequirement of corporate governance provisions specified in regulation 17 to 27 andclauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E of ScheduleV of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is not applicable to the Company and hence the Report oncorporate Governance is not applicable to the company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V to the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is set out in thisAnnual Report.

PARTICULARS OF THE COMPANY'S SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANY:

Company does not have any Subsidiaries Joint Ventures or Associate Companies.

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 FINANCIAL 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 periodic basisand recommends improvements wherever appropriate. The Company has in place adequateinternal financial control systems and procedures commensurate with the size and nature ofits business. 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 March2017 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 AND KEY MANAGERIAL PERSONNEL:

Independent Director:

Pursuant to the provisions of the section 149 of the Companies Act 2013 the followingNon-Executive Directors are appointed as Independent Directors:-

Sr. No. Name of the Director Date of Appointment
1. Mr. Shishir Dileep Joshi 28/03/2013
2. Mr. Chetan T endulkar 12/10/2017

Women Director:

In terms of the provision of Section 149 of the Companies Act 2013 and Regulation 17(1) of SEBI (LODR) Regulation 2015 a company shall have at least one women director onthe board of the company. Your Company had 2 woman directors Ms. Jyoti Babar and Ms.Sakshi Parab however both have resigned w.e.f. 07th June 2017. Your Company isin the process of finding a suitable candidate for appointing as woman director.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel of the company are as follows:

Sr. No. Name Designation
1. Mr. R.S. Iyer Managing Director
2. Ms. Jyoti Babar CFO

Appointment / Resignation of Directors:

Mr. Masanam Chelliah Ms. Jyoti Babar and Ms. Sakshi Parab have resigned fromDirectorship of the Company w.e.f. 07th June 2017. The Board placed on recordsits appreciation for the valuable services rendered by Mr. Masanam Chelliah Ms. JyotiBabar and Ms. Sakshi Parab.

Ms. Jyoti Babar is continuing as CFO of the Company.

In accordance with the provision of section 152(6) and article the Articles ofAssociation of Company Mr. Raghava Raju Penmatsa will retire by rotation at the ensuingAnnual General Meeting of the Company and being eligible offers himself forre-appointment. The Board recommends his reappointment.

Mr. Chetan Tendulkar (DIN: 02786970) was appointed as an Additional Director(Non-Executive Independent) on the Board of the Company w.e.f. 12.10.2017. He shall holdoffice upto the date of ensuing Annual General

Meeting. The Company has received a notice as per the provisions of section 160 (1) ofthe Companies Act 2013 from a member proposing his appointment as Director. Mr. ChetanTendulkar has submitted a declaration that he meet the criteria of Independence asprovided in Section 149(6) of the Companies Act 2013 and the same have been consideredand taken on record by the Board. The Board of Directors recommends his appointment asIndependent Director for a term of 5 years.

COMMITTEES OF THE BOARD

The committee of the board is reconstituted and its comprised as follows:

Audit Committee

NAME Designation Chairman/Member
Mr. Shishir Joshi Non-executive Independent Director Chairman
Mr. Chetan Tendulkar Non-executive Independent Director Member
Ms. Jyoti Babar Executive Director Member

Nomination and Remuneration Committee

Name Designation Chairman/Member
Mr. Chetan Tendulkar Non-executive Independent Director Chairman
Mr. Shishir Joshi Non-executive Independent Director Member
Mr. R. R. Penmatsa Non-executive Non-Independent Director Member

Stakeholders' Relationship Committee

Chairman/Member Designation
Mr. R. R. Penmatsa Non-executive Non-Independent Director Chairman
Mr. Shishir Joshi Non-executive Independent Director Member
Mr. Chetan Tendulkar Non-executive Independent Director Member

DECLARATION BYINDEPENDENT DIRECTORS:

The Independent Directors of your Company have submitted the declaration ofIndependence as required under Section 149(7) of the Companies Act confirming that theymeet the criteria of independence under Section 149(6) of the Companies Act 2013 andthere has been no change in the circumstances which may affect their status as independentdirector during the year.

BOARD EVALUATION:

Pursuant to the provisions of the Act and the Corporate Governance requirements asprescribed by SEBI Listing Regulations the Board has carried out an annual evaluation ofits own performance and that of its Committees and individual Directors; the Company hasdevised criteria for performance evaluation of Independent Directors Board/Committeesand other individual Directors which includes criteria for performance evaluation ofNon-Executive Directors and Executive Directors. Performance evaluation has been carriedout as per the Evaluation Policy of the Board and its Directors adopted by the Board.

The Nomination and Remuneration Committee evaluated the performance of the Board ofDirectors as a whole and the Independent Directors on the basis of the criteria such asthe contribution of the individual director to the board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc.

In a separate meeting of independent directors held on February 10 2017 performanceof non-independent directors performance of the board as a whole and performance of thechairman was evaluated taking into

account the views of executive directors and non-executive directors. At the BoardMeeting held subsequent to the Independent Directors meeting evaluation of the IndependentDirectors and the performance of the Board as whole and its committees and individualdirectors was discussed. The Directors expressed their satisfaction with the evaluationprocess conducted in the manner prescribed in the evaluation policy.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The details of the programme for familiarization of the Independent Directors with theCompany in respect of their roles rights responsibilities in the Company nature of theindustry in which Company operates business model of the Company and related matters areput up on the website of the Company.

REMUNERATION POLICY:

The company covered under provision of Section 178( 1) of the companies Act 2013 and asper the requirement The Board has on the recommendation of the Appointment &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration including criteria for determining qualifications andindependence of Director.

MEETINGS OF THE BOARD:

During the year 5 Board Meetings and 4 Audit Committee Meetings and 1 NominationRemuneration Committee Stakeholder Relationship Committee and Independent DirectorCommittee were convened and held. The intervening gap between the Meetings was within theperiod prescribed under the Companies Act 2013.

SHARE CAPITAL:

During the Financial Year 2016-17 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

RELATED PARTY TRANSACTION:

All transactions entered into during the year with Related Parties as defined underSection 188 read with Rule 15 of Companies (Meetings of Board and its powers) Rules 2014of the Companies Act 2013 and Rule 23 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 were in the ordinary course of business and on an arm'slength basis. During the year the Company had not entered into any transaction referredto in Section 188 of the Companies Act with related parties which could be consideredmaterial under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. Accordingly the disclosure of Related Party Transactions as required under Section134(3) of the Companies Act 2013 in Form AOC-2 is not applicable. Attention of Members isdrawn to the disclosures of transactions with related parties set out in Notes to Accountsforming part of the Standalone financial statements. As required under Rule 23 (1) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes affecting the financial position of the Companysubsequent to the close of the Fiscal 2017 till the date of this report.

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

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; the Policy of vigil mechanism isavailable on the Company's website

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESS AL) 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. AUDITORS:

M/s. Dhakad & Co. Chartered Accountants having Firm Reg. No. 131741W wereappointed as the Statutory Auditors of the Company to hold office till the conclusion ofthe 36th Annual General Meeting to be held in the year 2019 subject toratification oftheir appointment at every AGM. They have confirmed their eligibility undersection 141 of the Companies Act 2013 and the rules framed there under for reappointmentas Auditors of the Company.

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.

SECRETARIAL AUDIT:

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 as Annexure- 2 to this report.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION ORADVERSEREMARK ORDISCLAIMERMADE:

A] By the Auditor in his 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.

B] By the Secretarial Auditor in his report:

As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. Certain observations made in the report were mainly due toambiguity and uncertainty of the applicability of the same for the relevant period. Thecompany would ensure in future that all the provisions are complied with the fullestextent.

BUSINESS RISK MANAGEMENT:

During the year the company has developed and implemented Risk Management Policyconsistent with The provisions of the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 to identify the elements of risk which may threaten theexistence of the Company and possible solutions to mitigate the risk involved.

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

CHANGE IN NATURE OF BUSINESS:

During the year under review there was no change in the nature of doing business ofcompany.

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:

The Directors wish to convey their appreciation to all of the Company's employees fortheir enormous personal efforts as well as their collective contribution to the Company'sperformance The directors would also likes to thanks to the Members of the CompanyBankers State Government Local Bodies Customers Suppliers Executives for theircontinuous cooperation and assistance to the company.

For and on behalf of the Board of Directors
Sd/-
PLACE: Mumbai (P Raghava Raju)
DATE: 14th November 2017 Chairman