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Sea TV Network Ltd.

BSE: 533268 Sector: Media
NSE: N.A. ISIN Code: INE351L01016
BSE 00:00 | 27 Apr Sea TV Network Ltd
NSE 05:30 | 01 Jan Sea TV Network Ltd
OPEN 3.47
PREVIOUS CLOSE 3.47
VOLUME 1
52-Week high 3.67
52-Week low 3.47
P/E
Mkt Cap.(Rs cr) 4
Buy Price 3.70
Buy Qty 2.00
Sell Price 3.30
Sell Qty 3299.00
OPEN 3.47
CLOSE 3.47
VOLUME 1
52-Week high 3.67
52-Week low 3.47
P/E
Mkt Cap.(Rs cr) 4
Buy Price 3.70
Buy Qty 2.00
Sell Price 3.30
Sell Qty 3299.00

Sea TV Network Ltd. (SEATVNETWORK) - Director Report

Company director report

To

The Members

Sea TV Network Limited

The Board of Directors hereby submits 15th (Fifteenth) Annual Report of the businessand operations of your Company (‘the Company or Sea TV') along with the auditedfinancial statements for the financial year ended March 31st 2019.

FINANCIAL PERFORMANCE

The financial performance of the company for the year ended on 31st March 2019 issummarized as under:

(in Lakhs)*

Particulars For the year

Standalone

Consolidated

ended 2019 2018 2019 2018
Revenue from operations 1215.08 1409.19 1355.58 1637.18
Other income 40.00 30.39 37.71 28.65
Total 1255.09 1439.57 1393.29 1665.84
Less: Employee Benefit Expense 269.57 325.77 466.60 482.63
Less: Finance Cost 3.84 4.09 5.43 8.17
Less: Depreciation 719.07 623.49 797.41 677.83
Less: Other Expenses 1025.62 2174.74 1141.76 2537.51
Total Expenses 2018.09 3128.11 2411.21 3706.14
Profit Before Taxes (763.01) (1688.53) (1017.92) (2040.30)
Less: Tax of earlier years - 0.72 - 0.72
Deferred Tax - - (5.13) -
Profit (Loss) After Tax (763.01) (1689.25) (1012.78) (2041.02)

*figures are re-stated as per IND-AS

FINANCIAL STATEMENT

The Ministry of Corporate Affairs has announced adoption and applicability of IndianAccounting Standards (Ind AS) for Companies other than Banking Companies InsuranceCompanies and NBFCs by notification dated 16th February 2015 and with reference to thesame company has complied with the IND-AS for the financial year 2018-19 and prepared itsstandalone and consolidated financial results according with (Indian Accounting Standards)Rules 2015.

PERFORMANCE OF SUBSIDIARIES

As per section 2(87) (ii) of the Companies Act 2013 Sea TV Network Limited having twowholly owned subsidiaries which are:-

1. Jain Telemedia Services Limited;

2. Sea News Network Limited.

Particulars For the year

Jain Telemedia Services Limited

Sea News Network Limited

ended 2019 2018 2019 2018
Revenue from operations 196.68 330.93 34.56 9.30
Other income 3.71 4.26 - 22.75
Total 200.39 335.20 34.56 32.05
Less: Employee Benefit Expense 174.65 157.18 12.42 9.64
Less: Finance Cost 1.08 1.62 0.52 2.45
Less: Depreciation 36.43 19.56 47.56 29.11
Less: Other Expenses 190.96 232.29 21.93 271.47
Total Expenses 403.12 410.65 82.43 312.68
Profit Before Taxes (202.73) (75.45) (47.87) (280.62)
Less: Current Taxes/ Deferred Taxes (2.76) (2.37) - -
Profit (Loss) After Tax (199.97) (73.08) (47.87) (280.62)

^figures are re-stated as per IND-AS SHARES:

(a) CHANGES IN CAPITAL STRUCTURE

Company's Capital structure contain 100% Equity Capital only and during the yearCompany has not issued any Sweat Equity Shares Bonus Shares shares with differentialrights nor made the buyback of its securities issued and thus the paid-up capital of thecompany remain same as it was in previous year i.e. Rs.120200000/- (Rupees TwelveCrores and Two Lakhs only).

(b) EMPLOYEES STOCK OPTION PLAN

During the year under review Company has not granted any Stock Options. Further therewere no Stock Options outstanding as at the close of March 31 2019. Hence there are nodisclosures provided as required under Clause 12 (Disclosure in the Directors' Report) ofthe Securities and Exchange Board of India (Employee Stock Option Scheme and EmployeeStock Purchase Scheme) Guidelines 1999.

DIVIDEND

As the Company has incurred losses during the financial year 2018-19 the Directors notrecommended any dividend for the financial year 2018-19 and hope for the betterperformance in future.

TRANSFER TO RESERVE

Since there are no profits the Company has not transferred any funds to the GeneralReserve during the financial year 2018-19.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act the details forming part of the extract ofthe Annual Return in Form MGT- 9 is annexed herewith as Annexure-I.

PUBLIC DEPOSITS

During the year under review Company has not accepted any deposits from the publicunder Section 2(31) of the Companies Act 2013 and there are no deposits with the companywhich are not in compliance with the requirements of the Chapter V of the Companies Act2013.

CHANGE IN NATURE OF BUSINESS IF ANY

There is no Change in the nature of the business of the Company during the financialyear 2018-19.

DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There is no significant and material order passed by the regulators or courts ortribunals which would impact the going concern status of Company and its future operation.

MATERIAL SUBSIDIARIES

Company has constituted a policy for determining ‘material subsidiaries' asapproved and further reviewed by the Board as per Listing Regulation 2015 is putted overthe website of the Company (URL http://www.seatvnetwork.com/Invester Relationship.aspx).

As per Regulations 16(1)(c) of the SECURITIES AND EXCHANGE BOARD OF INDIA (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 Jain Telemedia Services Limitedis the only material subsidiary Company of the Company whose income exceeding the 20% ofthe consolidated total income of the Company and its subsidiaries.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

Details of internal financial control and its adequacy are included in the ManagementDiscussion and Analysis Report which forms part of this Report.

RISK MANAGEMENT

The Company has voluntarily constituted a Risk Management Committee (RMC) which hasbeen entrusted with responsibility to assist the Board in

a) Overseeing the Company's risk management process and controls risk tolerance andcapital liquidity and funding

b) Setting strategic plans and objectives for risk management and review of riskassessment of the Company

c) Review the Company's risk appetite and strategy relating to key risks includingcredit risk liquidity and funding risk market risk product risk and reputational riskas well as the guidelines policies and processes for monitoring and mitigating suchrisks.

The Company has adopted the same Risk Management Policy as per the provisions of theCompanies Act 2013 (hereinafter referred to as the Act) which has been further reviewedby the Board as per Listing Regulations 2015 and uploaded on the website of the company(URL: http://www.seatvnetwork.com/Invester Relationship.aspx). It establishes variouslevels of accountability and overview within the Company while vesting identifiedmanagers with responsibility for each significant risk. The Board takes responsibility forthe overall process of risk management in the organization.

AUDITORS AND AUDITOR'S REPORT

M/s Doogar & Associates Chartered accountant (FRN:000561N) was appointed in the13th (Thirteenth) Annual General Meeting of the Company for conducting the audit for5(five) years from the FY 2017-18 to FY 2021-22. Consequent to the amendments dated 7thMay 2018 to Companies Act 2013 ratification of appointment of the statutory auditor atevery Annual General Meeting is no longer required.

The Board has duly examined the Report issued by the Statutory Auditor's of the Companyon the Accounts for the financial year ended March 31st 2019. The notes on Accounts aspresented in this Annual Report are self-explanatory in this regard and hence do not callfor any further clarification. Further the report of the Statutory Auditors along withnotes to Schedule is enclosed to this report.

The Auditor's Report does not contain any qualification reservation or adverse remark.

SECRETARIAL AUDIT

M/s Amit Gupta & Associates Practicing Company Secretaries were appointed assecretarial auditors of the Company for the year 2018-19 as required under Section 204 ofthe Companies Act 2013 and Rules made thereunder. The secretarial audit report for FY2018-19 in Form MR.-3 forms part of the Annual Report at Annexure-II and carries noqualifications reservations adverse remarks or disclaimers and hence no explanations arerequired.

The Board has appointed M/s. Amit Gupta & Associates Practicing CompanySecretaries as the secretarial auditor of the Company for the financial year 2019-20

In terms of the provisions of regulation 24A of the SEBI (LODR) regulations 2015 theSecretarial Audit Report of wholly owned material unlisted subsidiary Jain TelemediaServices Limited for the year 2018-19 is also annexed as Annexure-III. The report carriesno qualifications reservations adverse remarks or disclaimers and hence no explanationsare required.

COST AUDIT

At present the Cost Auditing provisions are not applicable on our company as ourcompany is outside the threshold limit of Cost Auditing as define by Companies Act 2013and the rules made there under.

SUBSIDIARY COMPANIES

We along with our subsidiaries provide satellite channels Cable TV Network in all orany languages. Our Company has two subsidiaries i.e. SEA NEWS NETWORK LIMITED and JAINTELEMEDIA SERVICES LIMITED. During the year the Board of Directors reviewed the affairsof the subsidiaries. In The accordance with the Section 129(3) of the Companies Act 2013our Company has prepared the consolidated financial statement of the Company and of itssubsidiaries in compliance with IND-AS which form a part of the annual Report. Further astatement containing the salient feature of the financial statement of our subsidiaries inthe prescribed format AOC-1 is appended as Annexure-IV to the Board's Report. Thestatement also provides the details of performance financial position of each of theSubsidiary.

In accordance with the Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited account of each of the subsidiary are available on the website ofstock exchange and also over the website of our company https://www.seatvnetwork.com Thesedocuments will also be available for inspection during business hours at the RegisteredOffice of the Company. The Company will also make available these documents upon requestby any Member of the Company interested in obtaining the same.

BOARD MEETINGS

During the year under review 8 (Eight) Board Meetings were convened and held. Detailsof the composition of the Board and its Committees and of the Meetings held attendance ofthe Directors at such Meetings and other relevant details are provided in the CorporateGovernance Report forming part of annual report is annexed separately.

BOARD EVALUATION

The Nomination & remuneration Committee as reported in earlier years formulatedthe Policy on Board evaluation evaluation of Board Committees' functioning and individualDirector evaluation and also specified that such evaluation will be done by the Boardpursuant to the Act and the Rules thereunder and the Listing Regulations 2015. In keepingwith Company's belief that it is the collective effectiveness of the Board that impactsCompany's performance the primary evaluation platform is that of collective performanceof the Board as a whole. Board performance is assessed against the role andresponsibilities of the Board as provided in the Act and the Listing Regulations 2015 readwith the Company's Governance Policy. The parameters for Board performance evaluation havebeen derived from the Board's core role of trusteeship to protect and enhance shareholdervalue as well as to fulfill expectations of other stakeholders through strategicsupervision of the Company. Evaluation of functioning of Board Committees is based ondiscussions amongst Committee members and shared by the respective Committee Chairman withthe Board. Individual Directors are evaluated in the context of the role played by eachDirector as a member of the Board at its meetings in assisting the Board in realizing itsrole of strategic supervision of the functioning of the Company in pursuit of its purposeand goals. While the Board evaluated its performance against the parameters laid down bythe Nomination & Compensation Committee the evaluation of individual Directors wascarried out against the laid down parameters anonymously in order to ensure objectivity.Reports on functioning of Committees were placed before the Board by the CommitteeChairmen. The Independent Directors Committee of the Board also reviewed the performanceof the non-Independent Directors and the Board pursuant to Schedule IV to the Act andRegulation 25 of the Listing Regulations 2015.

AUDIT COMMITTEE & VIGIL MECHANISM

Pursuant to requirement of section 177(1) of Companies Act 2013 read with Rule 6 ofthe Companies (Meeting of Board and its Powers) Rules 2014 and as per Regulation 18 ofthe Listing Regulations 2015 Company has reviewed the formation and responsibilities ofthe Audit Committee composition of which is covered under Corporate Governance reportsection of this Annual Report.

The Company has adopted a Whistle Blower Policy establishing vigil mechanism which hasbeen further reviewed by the Board as per Listing Regulations 2015 to provide a formalmechanism to the Directors and employees to report their concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orethics policy. The Policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. The policy of vigil mechanism as approved by the Board isavailable on the Company's website (URL: http://www.seatvnetwork.com/InvesterRelationship.aspx).

FAMILIARIZATION 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 (URL: http://www.seatvnetwork.com/InvesterRelationship.aspx). The same has been reviewed by the board as per Listing Regulations2015.

CREDIT RATING

The Company's financial discipline and prudence is reflected by rating agencies asgiven below: Brickwork has provided BWR "D" rating on fund based.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to requirement of section 178 of Companies Act 2013 read with the rules madethereunder and as per Regulation 19 of the Listing Regulations 2015 Company has reviewedthe formation and responsibilities of the Nomination and Remuneration Committeecomposition of which is covered under Corporate Governance report section of this AnnualReport.

The Nomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company. The Boardcomposition analysis reflects in-depth understanding of the Company including itsstrategies environment operations financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Boardon a periodic basis including each time a Director's appointment or re-appointment isrequired.

At the time of appointment specific requirements for the position including expertknowledge expected is communicated to the appointee.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. On 31st March 2019 the board consists of 6members three of whom are Independent and two are executive directors and one is nonexecutive director.

The policy of the company on directors appointment and remuneration including thecriteria for determining qualifications positive attributes and independence of Directorsand other matter as required under Section 178 (3) which has been further) reviewed bythe Board as per Listing Regulations 2015 is uploaded on the website of the company (URL:http://www.seatvnetwork.com/Invester Relationship.aspx here has been no change in thepolicy since last fiscal year. The remuneration paid to the directors is as per the termslaid out in the policy of the company.

ANNUAL LISTING FEES

The Company is regularly complying with the provisions of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The Company has its equity shares listedon BSE Limited. The Company has paid listing fees for the year 2018-19. The Company hasalso established connectivity with both depositories NSDL and CDSL.

STATE OF THE COMPANY'S AFFAIR

The details of the state of the Company's affair during the year are given below:

a. Production and Profitability: Company's itself and its wholly owned subsidiary"JAIN TELEMEDIA SERVICES LIMITED" and "SEA NEWS NETWORK LIMITED" notable to earn profit for the financial year 2018-19.

b. Sales: The Sales of Company is Rs. 1255 Lakhs for the financial year 2018-19 ascompare to Rs.1439 Lakhs for financial year 2017-18.

c. Marketing and Market environment: The television industry continued to have adynamic operating environment in 2018-19. The Television industry grew 12% in 2018 toreach INR740 billion.

d. Future Prospects including constraints affecting due to Government policies: TheCompany will take each endeavour to achieve the fixed targets. In the achievement of thesaid target there will be always some constraints like change in govt. policies. Increasein the applicable tax rates in future can raise the problem of price escalation before thecompany.

REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors Key ManagerialPersonnel and other employees pursuant to the provisions of the Act which is furtherreviewed by the board as per Listing Regulation 2015 is uploaded on the website of thecompany (URL: http://www.seatvnetwork.com/Invester Relationship.aspx)

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company seeks to maintain an appropriate mix of executive and independent directorsin order to maintain the independence of the Board and segregate the functions ofgovernance and management. The Board consists of professionally qualified individuals fromdiverse backgrounds with wide experience in business education finance and publicservice. As at year end the Board consists of 6 directors one of whom is Chairman &Managing Director one is Whole-time directors one is non executive non Independent andthree are Independent directors. Your Company in compliance with section 178(1) of theCompanies Act 2013 read with The Companies (Meeting of Board and its Powers) Rules 2014has duly constituted a Nomination and Remuneration Committee. This committee is chaired byan independent director and formulates the criteria for determining qualificationspositive attributes independence of a director and other matters.

Appointment and the remuneration of Board members key managerial personnel or onelevel below the Board level is fixed on the basis of the recommendation of the Nominationand Remuneration Committee made to the Board which may ratify them with or withoutmodifications. Disclosures pursuant to the requirements of section 197(12) read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014forming part of this Board Report. The Company affirms that there has been no change inthis policy and that the remuneration paid to directors is as per the terms laid out inthis policy.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board currently comprises of 6 (six) Directors 3 (three) of which are IndependentDirectors 2 (two) are Executive Director and 1(one) is Non-Executive Non-IndependentDirector.

Mr. Ajay Goel was appointed on the designation of Chief Financial Officer with effectfrom 09th May 2018 who also resigned from the office w.e.f. 01st October 2018 during theyear as under review. Further after the closure of financial year Mr. Manish Jain has beenappointed on the Designation of Chief Financial Officer (CFO) as on dated 11th June 2019.

Furthermore Ms. Vandana Rathore has tendered her resignation from the post of Companysecretary & Compliance officer of the company and Ms. Snehal Agarwal appointed on thesame post with effect from 17th June 2019.

Apart from this there is no change in the Directors and Key Managerial Personnelduring the year as under review.

The Board of Directors on the recommendation of the Nomination and RemunerationCommittee and based on the performance evaluation background and experience andcontributions made by them during their tenure has considered that the association of Mr.Tika Ram Sharma Mr. Narendra Kumar Jain & Mr. Rajeev Kumar Jain would be beneficialto the Company and had accordingly recommended for their re-appointment as an IndependentDirector for another term of Five (5) consecutive years with effect from the conclusion ofthis 15th Annual General Meeting. The Board has also recommended for approval of membersfor continuance of Mr. Tika Ram Sharma who has attained the age of 75 years as anIndependent Director from April 01 2019 to the date of ensuing AGM.

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Pankaj Jain retires by rotation is eligible for re-appointment and pursuantto Sections 152 of the Companies Act 2013 read with Companies (Appointment andQualification of Directors) Rules 2014 Listing Regulations 2015. The independentDirectors are not liable to retire by rotation.

Appropriate resolutions seeking your approval to the above are appearing in the Noticeconvening the 15thAGM of your Company.

Attributes. Qualifications & Independence of Directors and their Appointment

The Nomination & remuneration Committee adopted the criteria for determiningqualifications positive attributes and independence of Directors including IndependentDirectors pursuant to the Act and the Rules thereunder. The Corporate Governance Policyinter alia requires that Non-Executive Directors be drawn from amongst eminentprofessionals with experience in business/finance/law/public administration andenterprises. The Board Diversity Policy of your Company requires the Board to have balanceof skills experience and diversity of perspectives appropriate to the Company. Theskills expertise and competencies of the Directors as identified by the Board areprovided in the ‘Report on Corporate Governance' forming part of the Report andAccounts. The Articles of Association of your Company provide that the strength of theBoard shall not be fewer than three nor more than fifteen. Directors areappointed/re-appointed with the approval of the Members for a period of three to fiveyears or a shorter duration in accordance with retirement guidelines and as may bedetermined by the Board from time to time. All Directors other than Independent Directorsand Managing Director are liable to retire by rotation unless otherwise approved by theMembers. One-third of the Directors who are liable to retire by rotation retire everyyear and are eligible for re-election.

Details of the Company's Policy on remuneration of Directors Key Managerial Personneland other employees is provided in the ‘Report on Corporate Governance' forming partof the Report and Accounts.

DECLARATION BY AN INDEPENDENT DIRECTOR UNDER SECTION 149(6)

As per the requirement of section 149(7) the Company has received a declaration fromevery Independent Director that he or she meets the criteria of independence as laid downunder section 149(6) read with rule 5 of the Companies (Appointment and Qualification ofDirectors) Rule 2014 and Regulation 25 of the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015. The Independent Directors of your Company have confirmedthat (a) they meet the criteria of Independence as prescribed under Section 149 of the Actand Regulation 16 of the Listing Regulations 2015 and (b) they are not aware of anycircumstance or situation which could impair or impact their ability to discharge dutieswith an objective independent judgment and without any external influence. Further in theopinion of the Board the Independent Directors fulfill the conditions prescribed underthe Listing Regulations 2015 and are independent of the management of the Company.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There is no material changes and commitment made that affect the financial position ofthe company. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of the section 134(5) of the Companies Act 2013 directorsstate and confirm:-

1. The financial statement comprising of the Balance Sheet as at March 31 2019 and theStatement of Profit & Loss for the year ended on that date are prepared in accordancewith the accounting standard issued by the Institute of Chartered Accountant of India andthe requirement of the Companies Act 2013 to the extent applicable to us.

2. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of profit orloss of the Company for the year under review.

3. They have taken sufficient care to maintain adequate accounting records inaccordance with the provision of Companies Act 2013 to safeguard the Assets of thecompany 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 andthat such internal financial controls are adequate and were operating effectively.

6. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such system were adequate and operating effectively.

(Please refer to the Section "Internal Control Systems and their Adequacy" inthe Management Discussion and Analysis report.)

GOING CONCERN STATUS

There is no significant or material order passed during the year by any regulatorcourt or tribunal impacting the going concern status of the Company or its futureoperations.

KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended 31st March 2019 are provided in theAnnexure forming part of this report.

CHANGES IN SHARE CAPITAL

There was no change in share capital of the Company during the year under report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financialyear with related parties were on an arm's length basis in the ordinary course ofbusiness and were in compliance with the applicable provisions of the Act and of ListingRegulations 2015. There are Related Party Transactions made by the Company withSubsidiary companies Group Companies Promoters Directors Key Managerial Personnel orother designated persons which may have a potential conflict with the interest of theCompany at large. All Related Party Transactions are placed before the Audit Committeecomprising Mr. Rajeev Kumar Jain Mr. Narendra Kumar Jain & Mr. Pankaj Jain being themembers of the Committee for its approval. A statement of all Related Party Transactionsis placed before the Audit Committee for its review on a quarterly basis specifying thenature value and terms and conditions of the transactions.

The Company has adopted a Related Party Transactions Policy. The Policy as approvedand further reviewed by the Board as per Listing Regulations 2015 is uploaded on theCompany's website (URL: http://www.seatvnetwork.com/Invester Relationship.aspx).

Details of contracts or arrangements or transactions not at arm's length basis andDetails of material contracts or arrangement or transactions at arm's length basispursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)Rules 2014 in form AOC-2 is NIL.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION) RULES 2014

The ratio of remuneration of each director to the medium remuneration of the employeesof the company for the financial year under the review and the statement containing theparticulars of employees in accordance with the rule 5(2) of the Companies (Appointmentand Remuneration of managerial Personnel) Rules 2014 is given in Annexure-V.

CORPORATE GOVERNANCE & CORPORATE SOCIAL RESPONSIBILITY

Corporate Governance has two basic tenets they are Transparency and Accountability. Weat SEA TV NETWORK LIMITED are committed to do things the right way which means takingbusiness decisions and acting in a way that is ethical and is in compliance with theapplicable legislation.

In terms of Schedule V of Listing Regulations a detailed report on CorporateGovernance along with Compliance Certificate issued by the Secretarial Auditors of theCompany is attached and forms an integral part of this Annual Report. ManagementDiscussion and Analysis Report as per Listing Regulations are presented in separatesections forming part of the Annual Report.

In compliance with the requirements of Companies Act 2013 and Listing RegulationsBoard has reviewed and approved various Policies including Code of Conduct for Directors& Senior Management Material Subsidiary Policy Insider Trading Code Whistle Blowerand Vigil Mechanism Policy Related Party Transaction Policy and Remuneration Policy. Allthese policies and codes have been uploaded on Company's corporate websitewww.seatvnetwork.com Additionally Directors Familiarization Programme and Terms andConditions for appointment of Independent Directors can be viewed on Company's corporatewebsite www.seatvnetwork.com

We believe that any meaningful policy on corporate governance must provide empowermentto the executive management of the company and simultaneously create a mechanism ofchecks and balances which ensures that the decision making powers vested in the executivemanagement is not misused but is used with care and responsibility to meet stakeholderaspirations and societal expectation.

Corporate Governance is also related to innovation and strategy as the organization'sidea of innovation and strategies are to enhance stakeholders' satisfaction.

Constitution of Audit Committee Nomination & Remuneration Committee and thereTerms of References in accordance with the provisions of Section 177 and 178 of CompaniesAct 2013 as per 18 &19 Listing

Regulations 2015 have been provided in the Corporate Governance Report mentioned inother parts of the report.

The Board of Directors is also responsible for and committed to sound principals ofcorporate governance in the company. The Board plays a crucial role in overseeing how themanagement 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 maintainan effective informed and independent Board. We keep our governance practice undercontinues review and benchmark ourselves to the best practices.

At present Corporate Social Responsibility provision is not applicable on our companyas our company is outside the threshold limit of CSR as define by Companies Act 2013.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY

Particulars of loans guarantees and investments made by the Company required undersection 186 (4) of the Companies Act 2013 form part of the notes to the financialstatements provided in this Annual Report.

PARTICULARS OF EMPLOYEES

The disclosure as required under the provisions of Section 197 (12) of the CompaniesAct 2013 read with Rule 5(2) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in respect of the names of the top ten employees interms of remuneration drawn given as follows:-

1 Sl. No. Name of Employee Amount (In Rs.)
1. Mrs. Chhaya Jain 600000.00
2. Mr. Yogesh Kumar Sharma 590222.00
3. Mr. Chakresh Kumar Jain 514708.00
4. Mr. John Jain 403389.00
5. Mr. Manish Jain 391578.00
6. Mr. Vivek Sharma 312707.00
7. Mr. Saurabh Upadhyay 292670.00
8. Mr.Surya Dev Pandey 291201.00
9. Mr. N.D. Lawania 289423.00
10. Mr. Arun kumar Jain 276398.00

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

The Company's has always had a very strict policy on the sexual harassment issues andhas zero tolerance in this matter. Ensuring a safe environment for its women employees isa major priority for the Company and its management. The Company has complied withprovisions relating to the constitution of Internal Complaints Committee under Sexualharassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. It hasformed an Internal Compliant Committee (ICC) to deal with all the matters or mattersincidental thereof. In your Company's legacy of more than 15 years no instance of sexualharassment has ever been reported by any employee. During the year 2018-19 also theCompany has not received any complaints of sexual harassment.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Company is into the business of Broadcasting of Television Channels. Since thisbusiness does not involve any manufacturing activity most of the Information required tobe 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:

Conservation of Energy:

i. The step taken or impact on conversation of energy Company being service provider requires minimal energy consumption and every endeavor is made to ensure optimal use of energy avoid wastage and converse energy as far as possible.
ii. The step taken by the Company for utilizing alternate Source of energy Use of LED lights in the premises
iii. The capital investment on energy conservation equipments NIL

Technology Absorption:

(i) the efforts made towards technology absorption Company uses latest technology and equipment's into its broadcasting business.
(ii) the benefits derived like product improvement cost reduction product development or import substitution Better picture quality provided to subscribers
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
(a) the details of technology imported Not Applicable
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof
(iv) the expenditure incurred on Research and Development NIL

Foreign Exchange Earnings and Outgo:

Sl. No. Particulars Amount in USD ($)
1. Earnings in foreign currency NIL
2. Expenditure in foreign currency NIL
Total

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividend voting orotherwise.

• Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme including Employees' Stock Options Plan.

• The Company does not have any scheme of provision of money for the purchase ofits own shares by employees or by trustees for the benefit of employees.

• Neither the Managing Director nor the Whole-time Directors of the Companyreceive any remuneration or commission from any of its subsidiaries.

• No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements that involve risks and uncertainties.When used in this Report the words ‘anticipate' ‘believe' ‘estimate'‘expect' ‘intend' ‘will' and other similar expressions as they relate tothe Company and/or its Businesses are intended to identify such forward-lookingstatements. The Company undertakes no obligation to publicly update or revise anyforward-looking statements whether as a result of new information future events orotherwise. Actual results performances or achievements could differ materially from thoseexpressed or implied in such forward-looking statements. Readers are cautioned not toplace undue reliance on these forward-looking statements that speak only as of theirdates. This Report should be read in conjunction with the financial statements includedherein and the notes thereto.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication & commitment. They would also like to place on recordtheir appreciation for the continued support and co-operation received by your companyduring the year from all shareholders clients Banks Government and regulatoryauthorities and stock exchange.

For and on behalf of Board of Directors of Sea TV Network Limited

Neeraj Jain Pankaj Jain
Chairman & Managing Director Whole Time Director
(DIN- 00576497) (DIN-00509839)
Place: Agra
Date: August 23rd 2019