Sea TV Network Ltd.
|BSE: 533268||Sector: Media|
|NSE: N.A.||ISIN Code: INE351L01016|
|BSE 00:00 | 21 Jun||1.91||
|NSE 05:30 | 01 Jan||Sea TV Network Ltd|
Sea TV Network Ltd. (SEATVNETWORK) - Director Report
Company director report
Sea TV Network Limited
The Board of Directors hereby submits 16th (Sixteenth)Annual Report of the business and operations of your Company (the Company or SeaTV') along with the audited financial statements for the financial year ended March31st 2020.
The financial performance of the company for the year ended on 31stMarch 2020 is summarized as under:
*figures are re-stated as per IND-AS
The Ministry of Corporate Affairs ("MCA") has announcedadoption and applicability of Indian Accounting Standards (IND-AS) for Companies otherthan Banking Companies Insurance Companies and NBFCs by notification dated 16thFebruary 2015 and with reference to the same company has complied with the IND-AS forthe financial year 2019-20 and prepared its standalone and consolidated financial resultsaccording with (Indian Accounting Standards) Rules 2015.
PERFORMANCE OF SUBSIDIARIES
As per section 2(87) (ii) of the Companies Act 2013 Sea TV NetworkLimited having two wholly owned subsidiaries which are:-
1. Jain Telemedia Services Limited;
2. Sea News Network Limited. *
*figures are re-stated as per IND-AS SHARES:
(a) CHANGES IN CAPITAL STRUCTURE
Company's Capital structure contain 100% Equity Capital only andduring the year Company has not issued any Sweat Equity Shares Bonus Shares shares withdifferential rights nor made the buyback of its securities issued and thus the paid-upcapital of the company remain same as it was in previous year i.e. Rs.120200000/-(Rupees Twelve Crores & Two Lakhs only).
(b) EMPLOYEES STOCK OPTION PLAN
During the year under review Company has not granted any StockOptions. Further there were no Stock Options outstanding as at the close of March 312020. Hence there are no disclosures provided as required under Clause 12 (Disclosure inthe Directors' Report) of the Securities and Exchange Board of India (Employee StockOption Scheme and Employee Stock Purchase Scheme) Guidelines 1999.
As the Company has incurred losses during the financial year 2019-20the Directors not recommended any dividend for the financial year 2019-20 and hope for thebetter performance in future.
TRANSFER TO RESERVE
Since there are no profits the Company has not transferred any fundsto the General Reserve during the financial year 2019-2020.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act the details forming part ofthe extract of the Annual Return in Form MGT- 9 is annexed herewith as Annexure-I.
During the year under review Company has not accepted any deposits fromthe public under Section 2(31) of the Companies Act 2013 and there are no deposits withthe company which are not in compliance with the requirements of the Chapter V of theCompanies Act 2013.
CHANGE IN NATURE OF BUSINESS IF ANY
There is no Change in the nature of the business of the Company duringthe financial year 2019-20.
DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION INFUTURE
There is no significant and material order passed by the regulators orcourts or tribunals which would impact the going concern status of Company and its futureoperation.
The Company has constituted a policy for determining materialsubsidiaries' as approved and further reviewed by the Board as per ListingRegulation 2015 is putted over the website of the Company (URL https ://www.seatvnetwork. com/Invester Relationship. aspx). During the financial year under reviewthe Company does not have any material listed and unlisted subsidiary company (ies) asdefined in the Listing Regulations 2015.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT
Details of internal financial control and its adequacy are included inthe Management Discussion and Analysis Report which forms part of this Report.
The Company has voluntarily constituted a Risk Management Committee(RMC) which has been entrusted with responsibility to assist the Board in:
a) Overseeing the Company's risk management process and controlsrisk tolerance and capital liquidity and funding
b) Setting strategic plans and objectives for risk management andreview of risk assessment of the Company
c) Review the Company's risk appetite and strategy relating to keyrisks including 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 theprovisions of the Companies Act 2013 (hereinafter referred to as the Act) which has beenfurther reviewed by the Board as per Listing Regulations 2015 and uploaded on the websiteof the Company (URL: https ://www. seatvnetwork. com/Invester Relationship. aspx). Itestablishes various levels of accountability and overview within the Company whilevesting identified managers with responsibility for each significant risk. The Board takesresponsibility for the overall process of risk management in the organization.
AUDITORS AND AUDITOR'S REPORT
M/s. Doogar & Associates Chartered accountant (FRN:000561N) wasappointed in the 13th (Thirteenth) Annual General Meeting of the Company forconducting the audit for 5(five) years from the FY 2017-18 to FY 2021-22. Consequent tothe amendments dated 7th May 2018 to Companies Act 2013 ratification ofappointment of the statutory auditor at every Annual General Meeting is no longerrequired.
The Board has duly examined the Report issued by the Statutory Auditorsof the Company on the Accounts for the financial year ended March 31st 2020.The notes on Accounts as presented in this Annual Report are self-explanatory in thisregard and hence do not call for any further clarification. Further the report of theStatutory Auditors along with notes to Schedule is enclosed to this report.
The Auditor's Report does not contain any qualificationreservation or adverse remark.
M/s. Amit Gupta & Associates Practicing Company Secretaries wereappointed as secretarial auditors of the Company for the year 2019-20 as required underSection 204 of the Companies Act 2013 and Rules made there under. The secretarial auditreport for FY 2019-20 in Form MR.3 forms part of the Annual Report at Annexure-II andcarries no qualifications reservations adverse remarks or disclaimers and hence noexplanations are required.
The Board has appointed M/s. Amit Gupta & Associates PracticingCompany Secretaries as the secretarial auditor of the Company for the financial year2020-21.
At present the Cost Auditing provisions are not applicable on ourcompany as our company is outside the threshold limit of Cost Auditing as define byCompanies Act 2013 and the rules made there under.
We along with our subsidiaries provide satellite channels Cable TVNetwork in all or any languages. Our Company has two subsidiaries i.e. SEA NEWS NETWORKLIMITED and JAIN TELEMEDIA SERVICES LIMITED. During the year the Board of Directorsreviewed the affairs of the subsidiaries. In The accordance with the Section 129(3) of theCompanies Act 2013 our Company has prepared the consolidated financial statement of theCompany and of its subsidiaries in compliance with IND-AS which form a part of the annualReport. Further a statement containing the salient feature of the financial statement ofour subsidiaries in the prescribed format AOC-1 is appended as Annexure-III to theBoard's Report. The statement also provides the details of performance financialposition of each of the Subsidiary.
In accordance with the Section 136 of the Companies Act 2013 theaudited financial 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 company
During the year under review 14 (Fourteen) Board Meetings wereconvened and held. Details of the composition of the Board and its Committees and of theMeetings held attendance of the Directors at such Meetings and other relevant details areprovided in the Corporate Governance Report forming part of annual report is annexedseparately.
Pursuant to the provisions of the Act and the corporate governancerequirements as prescribed by SEBI under Listing Regulations the Board of Directors("Board") has carried out an annual evaluation of its own performance and thatof its Committees and individual Directors. The performance of the Board and individualDirectors was evaluated by the Board seeking inputs from all the Directors. Theperformance of the Committees was evaluated by the Board seeking inputs from the CommitteeMembers. The Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual Directors. A separate meeting of Independent Directors wasalso held to review the performance of NonIndependent Directors; performance of the Boardas a whole and performance of the Chairperson of the Company taking into account theviews of Executive Directors and Non-Executive Directors. This was followed by a Boardmeeting that discussed the performance of the Board its Committees and individualDirectors.
The criteria for performance evaluation of the Board included aspectslike Board composition and structure; effectiveness of Board processes information andfunctioning etc. The criteria for performance evaluation of Committees of the Boardincluded aspects like composition of Committees effectiveness of Committee meetings etc.The criteria for performance evaluation of the individual Directors included aspects oncontribution to the Board and Committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairperson was also evaluated on the key aspects of his role.
AUDIT COMMITTEE & VIGIL MECHANISM
Pursuant to requirement of section 177(1) of Companies Act 2013 readwith Rule 6 of the Companies (Meeting of Board and its Powers) Rules 2014 and as perRegulation 18 of the Listing Regulations 2015 Company has reviewed the formation andresponsibilities of the Audit Committee composition of which is covered under CorporateGovernance report section of this Annual Report.
The Company has adopted a Whistle Blower Policy establishing vigilmechanism which has been further reviewed by the Board as per Listing Regulations 2015to provide a formal mechanism to the Directors and employees to report their concernsabout unethical behavior actual or suspected fraud or violation of the Company'sCode of Conduct or ethics policy. The Policy provides for adequate safeguards againstvictimization of employees who avail of the mechanism and also provides for direct accessto the Chairman of the Audit Committee. The policy of vigil mechanism as approved by theBoard is available on the Company's website (URL:
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of the programme for familiarization of the IndependentDirectors with the Company in respect of their roles rights responsibilities in theCompany nature of the industry in which Company operates business model of the Companyand related matters are put up on the website of the company (URL:
The Company's financial discipline and prudence is reflected byrating agencies as given below: Brickwork has provided BWR "D" rating on fundbased.
The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 relating to Meetings of the Board of Directors' and GeneralMeetings' respectively have been duly followed.
NOMINATION AND REMUNERATION COMMITTEE
Pursuant to requirement of section 178 of Companies Act 2013 read withthe rules made there under and as per Regulation 19 of the Listing Regulations 2015Company has reviewed the formation and responsibilities of the Nomination and RemunerationCommittee composition of which is covered under Corporate Governance reportsection of this Annual Report.
The Nomination and Remuneration Committee is responsible for developingcompetency requirements for the Board based on the industry and strategy of the Company.The Board composition analysis reflects in-depth understanding of the Company includingits strategies environment operations financial condition and compliance requirements.
The Nomination and Remuneration Committee conducts a gap analysis torefresh the Board on a periodic basis including each time a Director's appointmentor re-appointment is required.
At the time of appointment specific requirements for the positionincluding expert knowledge expected is communicated to the appointee.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executivenon-executive and independent directors to maintain the independence of the Board andseparate its functions of governance and management. On 31st March 2020 theboard consists of 5 members three of whom are Independent and oneis executive directorand one is non-executive director.
The policy of the company on directors appointment and remunerationincluding the criteria for determining qualifications positive attributes andindependence of Directors and other matter as required under Section 178 (3) which hasbeen further reviewed by the Board as per Listing Regulations 2015 is uploaded on thewebsite of the company (URL:
http://www.seatvnetwork.com/Invester_Relationship.aspx) .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 Obligations and Disclosure Requirements) Regulations 2015.The Company has itsequity shares listed on BSE Limited. The Company has paid listing fees for the year2019-20. The Company has also established connectivity with both depositories NSDL andCDSL.
STATE OF THE COMPANY'S AFFAIR
The details of the state of the Company's affair during the yearare given below:
a. Production and Profitability: Company's itself and its whollyowned subsidiary "JAIN TELEMEDIA SERVICES LIMITED" and "SEA NEWS NETWORKLIMITED" not able to earn profit for the financial year 2019-20.
b. Sales: The Sales of Company is Rs. 1520 Lakhs for the financial year2019-20 as compare to Rs. 1255 Lakhs for financial year 2018-19.
c. Marketing and Market environment: The television industry continuedto have a dynamic operating environment in 2019-20. The Television industry grew fromINR740 billion to INR 788 billion in 2019 a growth of 6.5%.
d. Future Prospects including constraints affecting due to Governmentpolicies: The Company will take each endeavour to achieve the fixed targets. In theachievement of the said target there will be always some constraints like change in govt.policies. Increase in the applicable tax rates in future can raise the problem of priceescalation before the company.
The Company has in place a Remuneration Policy for the Directors KeyManagerial Personnel and other employees pursuant to the provisions of the Act which isfurther reviewed by the board as per Listing Regulation 2015 is uploaded on the websiteof the company (URL:
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board currently comprises of 5 (five) Directors 3 (three) of whichare Independent Directors 1 (one) is Executive Director and 1(one) is Non-ExecutiveNon-Independent Director.
Ms. Vandana Rathore has tendered her resignation from the postof Company secretary & Compliance officer of the company and Ms. Snehal Agarwalappointed on the same designation with effect from 17th June 2019.
Mr. Pankaj Jain was resigned from the designation of Whole TimeDirector (WTD) with effect from dated 18thNovember 2019.
Mr. Manish Jain was resigned from the designation of ChiefFinancial Officer (CFO) with effect from dated 22nd February 2020. Howeverthe management has been endeavouring to fill-up the resulting vacancy by searching out theright candidate with finance qualifications at the earliest.
Apart from above there is no change in the Directors and KeyManagerial Personnel during the year as under review.
In accordance with the provisions of the Act and the Articles ofAssociation of the Company Mrs. Sonal Jain retires by rotation is eligible forre-appointment and pursuant to Sections 152 of the Companies Act 2013 read with Companies(Appointment and Qualification of Directors) Rules 2014 Listing Regulations 2015. Theindependent 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 thecriteria of independence as laid down under Section 149(6) & (7) of the Act and as perListing Regulation 2015.
MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There is no material changes and commitment made that affect thefinancial position of the company.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions of the section 134(5) of the Companies Act2013 directors state and confirm:-
1. The financial statement comprising of the Balance Sheet as at March31 2020 and the Statement of Profit & Loss for the year ended on that date areprepared in accordance with the accounting standard issued by the Institute of CharteredAccountant of India and the requirement of the Companies Act 2013 to the extentapplicable to us.
2. They 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. They have taken sufficient care to maintain adequate accountingrecords in accordance with the provision of Companies Act 2013 to safeguard the Assetsof the company 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 bythe company and that such internal financial controls are adequate and were operatingeffectively.
6. They have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively. (Please refer to the Section "Internal Control Systems and theirAdequacy" in the Management Discussion and Analysis report.)
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/ transactions entered by the Company duringthe financial year with related parties were on an arm's length basis in theordinary course of business and were in compliance with the applicable provisions of theAct and of Listing Regulations 2015. There are Related Party Transactions made by theCompany with Subsidiary companies Group Companies Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large. All Related Party Transactions are placed before theAudit Committee comprising Mr. Rajeev Kumar Jain Mr. Narendra Kumar Jain & Mr. NeerajJain being the members of the Committee for its approval. A statement of all RelatedParty Transactions is placed before the Audit Committee for its review on a quarterlybasis specifying the nature value and terms and conditions of the transactions.
The Company has adopted a Related Party Transactions Policy. ThePolicy as approved and further reviewed by the Board as per Listing Regulations 2015 isuploaded on the Company's website (URL:
Details of contracts or arrangements or transactions not at arm'slength basis and Details of material contracts or arrangement or transactions atarm's length basis pur suant to section 134(3)(h) of the Act read with rule 8(2) ofthe Companies (Accounts) Rules 2014 in form AOC-2 is NIL which is annexed asAnnexure-IV.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHERDISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION) RULES 2014
The ratio of remuneration of each director to the medium remunerationof the employees of the company for the financial year under the review and the statementcontaining the particulars of employees in accordance with the rule 5(2) of the Companies(Appointment and Remuneration of managerial Personnel) Rules 2014 is given inAnnexure-V.
CORPORATE GOVERNANCE & CORPORATE SOCIAL RESPONSIBILITY
Corporate Governance has two basic tenets they are Transparency andAccountability. We at SEA TV NETWORK LIMITED are committed to do things the right waywhich means taking business decisions and acting in a way that is ethical and is incompliance with the applicable legislation.
In terms of Schedule V of Listing Regulations a detailed report onCorporate Governance along with Compliance Certificate issued by the Secretarial Auditorsof the Company 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 ListingRegulations Board has reviewed and approved various Policies including Code of Conductfor Directors & Senior Management Material Subsidiary Policy Insider Trading CodeWhistle Blower and Vigil Mechanism Policy Related Party Transaction Policy andRemuneration Policy. All these policies and codes have been uploaded on Company'scorporate website www. seatvnetwork. com.Additionally Directors Familiarization Programme and Terms and Conditions for appointmentof Independent Directors can be viewed on Company's corporate website
We believe that any meaningful policy on corporate governance mustprovide empowerment to the executive management of the company and simultaneously createa mechanism of checks and balances which ensures that the decision making powers vested inthe executive management is not misused but is used with care and responsibility to meetstakeholder aspirations and societal expectation.
Corporate Governance is also related to innovation and strategy as theorganization's idea of innovation and strategies are to enhance stakeholders'satisfaction.
Constitution of Audit Committee Nomination & RemunerationCommittee and there Terms of References in accordance with the provisions of Section 177and 178 of Companies Act 2013 as per 18 &19 Listing Regulations 2015 have beenprovided in the Corporate Governance Report mentioned in other parts of the report.
The Board of Directors is also responsible for and committed to soundprincipals of corporate governance in the company. The Board plays a crucial role inoverseeing how the management serves the short and long term interest of the shareholdersand stakeholders. This believes is reflected in our governance practices under which westrive to maintain an effective informed and independent Board. We keep our governancepractice under continues review and benchmark ourselves to the best practices.
At present Corporate Social Responsibility provision is not applicableon our company as our company is outside the threshold limit of CSR as define by CompaniesAct 2013.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
Particulars of loans guarantees and investments made by the Companyrequired under section 186 (4) of the Companies Act 2013 form part of the notes to thefinancial statements provided in this Annual Report.
PARTICULARS OF EMPLOYEES
The disclosure as required under the provisions of Section 197 (12) ofthe Companies Act 2013 read with Rule 5(2) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of the names of the top tenemployees in terms of remuneration drawn given as follows: -
STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION AND REDRESSAL) ACT 2013
Directors further state that during the year under review there wereno cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING AND OUTGO
Company is into the business of Broadcasting of Television Channels.Since this business does not involve any manufacturing activity most of the Informationrequired to be provided under Section 134(3)(m)) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 are Nil / Not applicable.
However the information as applicable is given hereunder:
Conservation of Energy:
Foreign Exchange Earnings and Outgo:
Your Directors place on record their deep appreciation to employees atall levels for their hard work dedication & commitment. They would also like to placeon record their appreciation for the continued support and co-operation received by yourcompany during 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