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Sea TV Network Ltd.

BSE: 533268 Sector: Media
NSE: N.A. ISIN Code: INE351L01016
BSE 00:00 | 27 May 3.22 0.15
(4.89%)
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NSE 05:30 | 01 Jan Sea TV Network Ltd
OPEN 2.92
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VOLUME 4971
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OPEN 2.92
CLOSE 3.07
VOLUME 4971
52-Week high 7.58
52-Week low 1.50
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sea TV Network Ltd. (SEATVNETWORK) - Director Report

Company director report

To

The Members

SEA TV NETWORK LIMITED

The Board of Directors hereby submits 17th (Seventeenth) 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 2021.

FINANCIAL PERFORMANCE

The financial performance of the company for the year ended on 31st March 2021 issummarized as under:

(In Lac)*
STANDALONE CONSOLIDATED
Particulars For the year ended 2021 2020 2021 2020
Revenue from operations 1190.20 1480.26 1330.17 1597.05
Other income 37.77 40.33 36.49 35.96
Total 1227.98 1520.60 1366.67 1633.02
Less: Purchase of Setup
Boxes 48.67 13.02 48.67 13.02
Less: Change in inventories in Finished (16.56) (0.90) (16.56) (0.90)
Goods
Less: Employee Benefit
Expense 295.43 260.99 409.98 488.03
Less: Finance Cost 5.14 2.31 12.01 6.68
Less: Depreciation 436.32 324.68 454.41 360.42
Less: Other Expenses 1004.97 1234.04 1321.41 1363.99
Total Expenses 1773.98 1834.16 2229.92 2231.26
Profit Before Taxes (546.00) (313.55) (863.25) (598.24)
Less: Tax of earlier years - - - -
Deferred Tax - - - -
Profit (Loss) After Tax (546.00) (313.55) (863.25) (593.48)

*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 2020-21 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;

(Amount in Rupees)
Particulars JAIN TELEMEDIA SERVICES LIMITED SEA NEWS NETWORK LIMITED
For the year ended 2021 2020 2021 2020
Revenue from operations 22228638.00 20639583 1668955.00 939153
Other income 431452.00 160520 40000.00 2160
Total 22660090.00 20800103 1708955.00 941313
Less: Employee Benefit
10559348.00 21342456 895802.00 1362151
Expense
Less: Finance Cost 682740.00 433938 3630.00 3060
Less: Depreciation 1323292.00 2070752 485815.00 1502752
Less: Other Expenses 39289006.00 20481023 2844450.00 3014353
Total Expenses 51854386.00 44328168 4229697.00 5882317
Profit Before Taxes (29194296.00) (23528065) (2520742.00) (4941004)
Less: Current Taxes/ Deferred Taxes - (476253) - 0.00
Profit (Loss) After Tax (29194296.00) (23051812) (2520742.00) (4941004)

*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 & 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 2021. 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 Employee Stock Purchase Scheme) Guidelines1999.

DIVIDEND

As the Company has incurred losses during the financial year 2020-21 the Directors notrecommended any dividend for the financial year 2020-21 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 2020-2021.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return for F.Y. 2020-21 is available on Company'swebsite at https://www.seatvnetwork.com/investor.php

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 2020-21.

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.

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 riskmanagement process and controls risk tolerance and capital liquidity and funding b)Setting strategic plans and objectives for risk management and review of risk assessmentof the Company c) Review the Company's risk appetite and strategy relating to key risksincluding credit risk liquidity and funding risk market risk product risk andreputational risk as well as the guidelines policies and processes for monitoring andmitigating such risks.

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: https://www.seatvnetwork.com/investor.php). It establishes various levels ofaccountability and overview within the Company while vesting identified managers withresponsibility for each significant risk. The Board takes responsibility for the overallprocess 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 Reportissued by the Statutory Auditors of the Company on the Accounts for the financial yearended March 31st 2021. The notes on Accounts as presented in this Annual Report areself-explanatory in this regard and hence do not call for any further clarification.Further the report of the Statutory Auditors along with notes to Schedule is enclosed tothis 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 2020-21 as required under Section 204 ofthe Companies Act 2013 and Rules made there under. The secretarial audit report for FY2020-21 in Form MR.3 forms part of the Annual Report at Annexure I.

The Board has also appointed M/s. Amit Gupta & Associates Practicing CompanySecretaries as the secretarial auditor of the Company for the financial year 2021-22.

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 auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and audited account of each of the subsidiary are available onthe website of stock exchange and also over the website of our companywww.seatvnetwork.com These documents will also be available for inspection during businesshours at the Registered Office of the Company. The Company will also make available thesedocuments upon request by any Member of the Company interested in obtaining the same.

MATERIAL SUBSIDIARIES

The 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 https://www.seatvnetwork.com/investor.php) During thefinancial year ended March 31 2021 JAIN TELEMEDIA SERVICES LIMITED ("JTSL") wasdetermined as a material subsidiary whose income exceeds 10% of the consolidated income ofthe company in the immediately preceding financial year. The Company is in compliance withRegulation

24A of the Listing Regulations 2015. The Company's unlisted material subsidiaryundergo Secretarial Audit for FY 2020-21. Copy of Secretarial Audit Report of"JTSL" is annexed with this Annual Report as

Annexure-II and it contains few qualifications with respect of which management hasgiven explanation to the observations.

REPLIES TO THE OBSERVATIONS MADE IN THE SECRETARIAL AUDIT REPORT

i. The Company has filed with delay few forms/returns/documents etc. with the Registrarof

Companies Ministry of Corporate Affairs Kanpur on payment of additional fee underthe provisions of the Companies Act 2013.

The Company will take due care that E-forms should be filed to Registrar of CompaniesMinistry of Corporate Affairs Kanpur within the stipulated timelines allowed under theCompanies Act 2013 and the company assures that delay in filing will not be arising infuture.

ii. The Company has failed to obtain and provide Secretarial Audit Report for the yearended at

March 31 2020 to its holding Company Sea TV Network Limited as per the requirement ofRegulation 24A of the SEBI Listing Regulations.

The Company has taken up the matter with Material Subsidiary and Necessary reports forthe current year (31.03.2021) and previous financial year (31.03.2020) are attached withthis Annual Report of the Company for the year ended 31 March 2021 as Annexure-IIand Annexure-III respectively.

BOARD MEETINGS

During the year under review 22 (Twenty Two) Board Meetings were convened and held.Details of the composition of the Board and its Committees and of the Meetings heldattendance of the Directors at such Meetings and other relevant details are provided inthe Corporate Governance Report forming part of annual report is annexed separately.

BOARD EVALUATION

Pursuant to the provisions of the Act and the corporate governance requirements asprescribed by SEBI under Listing Regulations the Board of Directors ("Board")has carried out an annual evaluation of its own performance and that of its Committeesand individual Directors. The performance of the Board and individual Directors wasevaluated by the Board seeking inputs from all the Directors. The performance of theCommittees was evaluated by the Board seeking inputs from the Committee Members. TheNomination and Remuneration Committee ("NRC") reviewed the performance of theindividual Directors. A separate meeting of Independent Directors was also held to reviewthe performance of Non-Independent Directors; performance of the Board as a whole andperformance of the Chairperson of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors. This was followed by a Board meeting that discussedthe performance of the Board its Committees and individual Directors. The criteria forperformance evaluation of the Board included aspects like Board composition and structure;effectiveness of Board processes information and functioning etc. The criteria forperformance evaluation of Committees of the Board included aspects like composition ofCommittees effectiveness of Committee meetings etc. The criteria for performanceevaluation of the individual Directors included aspects on contribution to the Board andCommittee meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc. In addition the Chairperson was alsoevaluated on the key aspects of his role.

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 Policyestablishing vigil mechanism which has been further reviewed by the Board as per ListingRegulations 2015 to provide a formal mechanism to the Directors and employees to reporttheir concerns about unethical behavior actual or suspected fraud or violation of theCompany's Code of Conduct or ethics policy. The Policy provides for adequate safeguardsagainst victimization of employees who avail of the mechanism and also provides for directaccess to the

Chairman of the Audit Committee. The policy of vigil mechanism as approved by the Boardis available on the Company's website (URL: https://www.seatvnetwork.com/investor.php).

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: https://www.seatvnetwork.com/investor.php). Thesame has been reviewed by the board as per Listing Regulations 2015.

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 madethere under and as per Regulation 19 of the Listing Regulations 2015 Company hasreviewed the 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 and financial condition and compliance requirements.The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board ona periodic basis including each time a Director's appointment or re-appointment isrequired. At the time of appointment specific requirements for the position includingexpert knowledge 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 2021 the board consists of 4members two of whom are Independent and one is executive director and one isnon-executive director. The policy of the company on directors appointment andremuneration including the criteria for determining qualifications positive attributesand independence of Directors and other matter as required under Section 178 (3) whichhas been further reviewed by the Board as per Listing Regulations 2015 is uploaded on thewebsite of the company.

(URL: https://www.seatvnetwork.com/policies/Remuneration%20Policy.pdf)

There has been no change in the policy since last fiscal year. The remuneration paid tothe directors is as per the terms laid 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 listed onBSE Limited. The Company has paid listing fees for the year 2020-21. The Company has alsoestablished 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 "JAINTELEMEDIA SERVICES LIMITED" and "SEA NEWS NETWORK LIMITED" not able to earnprofit for the financial year 2020-21. b. Sales: The Sales of Company is Rs. 1227 Lakhsfor the financial year 2020-21 as compare to Rs.1520 Lakhs for financial year 2019-20. c.Marketing and Market environment: The television industry continued to have a dynamicoperating environment in 2020-21. Television segment revenues are expected to grow at aCAGR of 7% to reach Rs. 84700 crore by 2023 driven by increased base of subscribers ashouseholds continue to get televised and

TV's price competitiveness as against [OTT + data] alternatives. Subscription incomewould grow 5% to reach Rs. 45600 crore on the back of fresh content several marqueesports events and pending movie releases though ARPUs may face regulatory hurdles. d.Future Prospects including constraints affecting due to Government policies: The Companywill take each endeavour to achieve the fixed targets. In the achievement of the saidtarget there will be always some constraints like change in govt. policies. Increase inthe 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: https://www.seatvnetwork.com/policies/Remuneration%20Policy.pdf)

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board currently comprises of 4 (four) Directors 2 (two) of which are IndependentDirectors 1 (one) is Executive Director and 1(one) is Non-Executive Non-IndependentDirector. ? Mr. Tika Ram Sharma was resigned from the designation of Independent Director(ID) with effect from dated 04th February 2021.

Apart from above there is no change in the Directors and Key Managerial Personnelduring the year as under review. In accordance with the provisions of the Act and theArticles of Association of the Company Mr. Neeraj Jain retires by rotation is eligiblefor re-appointment and pursuant to Sections 152 of the Companies Act 2013 read withCompanies (Appointment and Qualification of Directors) Rules 2014 Listing Regulations2015. The independent Directors are not liable to retire by rotation.

DECLARATION BY AN INDEPENDENT DIRECTOR UNDER SECTION 149(6)

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) & (7) of the Act and as per ListingRegulation 2015.

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.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 (3)(C) AND SECTION134 (5) OF THE COMPANIES ACT 2013

In terms of Section 134(3) (c) of the Companies Act 2013 to the best of theirknowledge and belief and according to the information and explanations obtained by themyour Directors state and confirm that:

i) in the preparation of the annual financial statements for the year ended March 312021 the applicable accounting standards read with the requirements set out underSchedule III to the Act have been followed along with proper explanation relating tomaterial departures if any; ii) such accounting policies as mentioned in the notes to theFinancial Statements for the year ended March 31 2021 have been selected and appliedconsistently and judgments and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at March 312021 and of the Profit of the Company for the year ended on that date; iii) proper andsufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; iv) theannual financial statements for the year ended March 31 2021 have been prepared on agoing concern basis; v) proper internal financial controls are followed by the Company andthat such financial controls are adequate and are operating effectively; and vi) propersystems to ensure compliance with the provisions of all applicable laws are in place andsuch systems are adequate and operating effectively.

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. Neeraj 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 aRelated Party Transactions Policy. The Policy as approved and further reviewed by theBoard as per Listing Regulations 2015 is uploaded on the Company's website (URL:https://www.seatvnetwork.com/investor.php).

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 which is annexed as Annexure-V.

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-VI.

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 reporton Corporate Governance along with Compliance Certificate issued by the SecretarialAuditors of the Company is attached and forms an integral part of this Annual Report.Management Discussion and Analysis Report as per Listing Regulations are presented inseparate sections forming part of the Annual Report. In compliance with the requirementsof Companies Act 2013 and Listing Regulations Board has reviewed and approved variousPolicies including Code of Conduct for Directors & Senior Management MaterialSubsidiary Policy Insider Trading Code Whistle Blower and Vigil Mechanism PolicyRelated

Party Transaction Policy and Remuneration Policy. All these policies and codes havebeen uploaded on Company's corporate website www.seatvnetwork.com Additionally DirectorsFamiliarization Programme and Terms and Conditions for appointment of IndependentDirectors can be viewed on

Company's corporate website 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 theirTerms 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 CorporateGovernance Report mentioned in other 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:-

Sl. No. Name of Employee Amount (In Rs.)
1. Mr. Payank Kaushal 1189434.00
2. Mr. Chakresh kumar Jain 760666.00
3. Mrs. Chhaya jain 600000.00
4. Mr. Yogesh Kumar Sharma 584318.00
5. Mr. Manish Jain 445089.00
6. Mr. Akhlaq Hussain 418538.00
7. Mr. John Jain 387018.00
8. Mr. Surya Dev Pandey 285869.00
9. Mr. Jitendra Kumar Sharma 268161.00
10. Mr. Sumit Awasthi 259317.00

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

Directors further state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

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 applicableis 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 ensur4e 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 equipment's 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. Particulars No. 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 matters during the year underreview:

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

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich 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. Therehas been no change in the nature of business of the Company.

The details of application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 during the year along with their status as at the end of thefinancial year as no such proceedings initiated or pending. The details of differencebetween amount of the valuation done at the time of one time settlement and the valuationdone while taking loan from the Banks or Financial Institutions along with the reasonsthereof as there was no instance of onetime settlement with any Bank or FinancialInstitution.

ACKNOWLEGEMENT

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 Sonal Jain
Chairman & Managing Director Director
(DIN-00576497) (DIN-00509807)
Place: Agra
Date: August 27th 2021

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