Sea TV Network Limited
Your Directors are pleased to present herewith the 10th Directors report togetherwith the Annual Audited Accounts of the Company for the year ended March 31 2014.
The financial performance of the company for the year ended on 31 st Mar 2014 issummarized 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 overRs.1881.90 lacs of revenues and loss after tax of Rs.682.34 lacs. Corresponding figuresfor the financial year 2012-13 were revenue of Rs 2123.79 lacs and profit after tax of Rs128.55 lacs.
CONSOLIDATED FINANCIAL STATEMENT
Pursuant to Accounting Standard AS-21 on Consolidated Financial Statements read withAccounting Standard AS 23 on the Accounting for Investments in Associates and AccountingStandard 27 on accounting on Joint Ventures issued by
The Institute of Chartered Accountants of India the Audited Consolidated FinancialStatements 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 itremained the same as the previous year i.e. Rs. 120200000/- (Rupees Twelve Crore &Two Lac only).
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 financialyear 2013-14.
During the year under review your Company has not accepted any deposits from the publicunder Section 58A of the Companies Act 1956.
AUDITORS AND AUDITORS REPORT
M/s Surendra G & Co. Chartered Accountants Agra hold office as Auditors of theCompany until the conclusion of 10 thAnnual General Meeting and Board recommends theirre-appointment till the conclusion of 13thAnnual General Meeting subject to ratificationby 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 theeffect that their reappointment if made would be within the prescribed limits underSection 141 of the Act. Members are requested to consider their re-appointment as Auditorsof the Company for the term mentioned above at a remuneration to be decided by the Boardof Directors.
Your Board has duly examined the Report issued by the Statutory Auditors of theCompany on the Accounts for the financial year ended March 31 2014. The notes onAccounts as presented in this Annual Report are self-explanatory in this regard andhence 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 StockExchange(s) Managements Discussion and Analysis Report disclosing the operations ofthe Company in detail is provided separately as a part of Directors Report.
In terms of General Exemption under Section 212(8) of the Companies Act 1956 grantedby Ministry of Corporate Affairs vide its circular no. 02/2011 dated 8th February 2011and in compliance with the conditions enlisted therein the Audited Statement of AccountsAuditors Reports thereon and the Reports of the Board of Directors of theCompanys subsidiaries for the financial year ended 31st March 2014 have not beenannexed. The Annual Accounts and related documents of the Subsidiary Companies shall bekept open for inspection at the Registered Office of the Company. The Company will alsomake available these documents upon request by any Member of the Company interested inobtaining the same. However as directed by the said circular the financial data of thesubsidiaries have been furnished under Subsidiary Companies Particularsforming part of Directors Report. Further pursuant to Accounting Standard (AS-21) issuedby the Institute of Chartered Accountants of India Consolidated Financial Statementspresented by the Company in this Annual Report include the financial information of itssubsidiaries.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the company Mr.Pankaj Jain Director of the Company retire by rotation atthe ensuing Annual General Meeting and being eligible has offered himself forre-appointment. Pursuant to Sections 149 Schedule IV of the Companies Act 2013 read withCompanies
(Appointment and Qualification of Directors) Rules 2014 and clause 49 of the listingagreement the independent Directors are not liable to retire by rotation and are requiredto 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 ofthe company to hold officefor a term of consecutive five years from the conclusion ofensuing 10th annual general meeting and whose period of office shall not be liable todetermination by retirement of directors by rotation. Brief profile of directors proposedto be appointed/re-appointed is given on Page 4.
The Board commends for their re-appointment at ensuing annual general meeting.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of the section 217(2AA) of the Companies Act 1956 asamended your directors confirm:-
1. That the financial statement are prepared in accordance with the accounting standardissued by the Institute of Chartered Accountant of India and the requirement of theCompanies Act1956 to the extent applicable to us.
2. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of profit or loss of the Company for the year under review.
3. We have taken sufficientcare to maintain adequate accounting records in accordancewith the provision of Companies Act1956 to safeguard the Assets of the company and toprevent 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. 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.
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 theorganizations idea of innovation and strategies are to enhance stakeholderssatisfaction.
Constitution of Audit Committee and its Terms of Reference in accordance with theprovisions of Section 292A of Companies Act 1956 have been provided in the CorporateGovernance Report mentioned in other parts of the report.
The Board of Directors are also responsible for and committed to sound principals ofcorporate governance in the company. The Board play a crucial role in overseeing how themanagement 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 maintainan effective informed and independent Board. We keep our governance practice undercontinues 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 thelimits 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 asCompanies (Disclosure of particulars in report of Board of Directors) Rules 1988 are notapplicable to the Company due to the nature of the Companys business operationsbeing an Entertainment & Media Company. Details of Foreign Exchange outgo during theyear under review are given below;
|Sl No. ||Particulars ||Amount in USD ($) |
|1. ||Purchase of Fixed Assets ||3425900 |
|2. ||Advance against Purchase of Fixed Assets ||150500 |
| ||Total ||3576400 |
STATEMENT PURSUANT TO EXEMPTION UNDER 212(8) OF THE COMPANIES ACT 1956 RELATING TOSUBSIDIARY COMPANIES PARTICULARS
| || ||(Amount in Rs.) |
|Particulars ||Sea News Network Limited ||Jain Telemedia Services Limited |
| ||Year ended 31.03.2014 ||Year ended 31.03.2014 |
|Issued and Subscribed Share Capital ||134500000.00 ||89500000.00 |
|Reserves & Surplus ||(21799375.24) ||(14377687.15) |
|Total Assets ||134368252.76 ||93084332.85 |
|Total Liabilities ||134368252.76 ||93084332.85 |
|Investments ||- ||- |
|Turnover ||8076240.00 ||7385424.00 |
|Profit/ (Loss) before Taxation ||(21740047.95) ||(14738239.82) |
|Provision for Taxation ||- ||- |
|Profit/ (Loss) after Taxation ||(22195859.95) ||(15081028.82) |
|Proposed Dividend ||- ||- |
STATEMENT PURSUANT TO SECTION 212(1)(e) OF THE COMPANIES ACT 1956 RELATING TOSUBSIDIARY COMPANIES
(Amount in Rs.)
|S. No. Particulars ||Name of Subsidiary Company |
| ||Sea News Network Limited ||Jain Telemedia Services Limited |
|1. Information Furnished for the Financial Year/ Period ended ||Financial Year 2013-14/ Period ended on March 31 2014 ||Financial Year 2013-14/ Period ended on March 31 2014 |
|2. Date from which it becomes subsidiary ||10.01.2011 ||10.01.2011 |
|3. Shares of the subsidiary held by the holding Company i.e. Sea TV Network Limited on March 31 2014 || || |
|a) Number of shares held || || |
|Equity ||4950000 ||4950000 |
|Preference ||8500000 ||4000000 |
|TOTAL ||13450000 ||8950000 |
|b) Fully paid shares each of the Face Value of Rs. ||10/- ||10/- |
|c) Extent of Share Holding || || |
|Equity ||36.80% ||55.30% |
|Preference ||63.20 % ||44.70% |
|TOTAL ||100.00% ||100.00% |
|4. Net aggregate amount of the Subsidiarys Profit/ (Loss) not dealt with in Sea TV Network Limited A/c || || |
|a) For the Current Financial Year of the Subsidiary ||(22195859.95) ||(15081028.82) |
|b) For the previous Financial Year of the Subsidiary ||204267.34 ||270574.22 |
|5. Net aggregate amount of the subsidiarys Profit/ (Loss) dealt with in Sea TV Network Limited A/c || || |
|a) For the Current Financial Year of the Subsidiary aforesaid ||Nil ||Nil |
|b) For the previous Financial Year of the Subsidiary ||Nil ||Nil |
Your Directors take this opportunity to thank the banks SEBI the Stock Exchangesvarious Government authorities Financial Institutions and all shareholders for theirconsistent support and encouragement to the Company. I am sure you will join our Directorsin 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 |