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Siti Networks Ltd.

BSE: 532795 Sector: Media
NSE: SITINET ISIN Code: INE965H01011
BSE 15:40 | 19 Oct 2.32 -0.12
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NSE 15:32 | 19 Oct 2.20 -0.10
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OPEN 2.32
PREVIOUS CLOSE 2.44
VOLUME 234207
52-Week high 2.97
52-Week low 0.50
P/E
Mkt Cap.(Rs cr) 202
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.32
Sell Qty 1692132.00
OPEN 2.32
CLOSE 2.44
VOLUME 234207
52-Week high 2.97
52-Week low 0.50
P/E
Mkt Cap.(Rs cr) 202
Buy Price 0.00
Buy Qty 0.00
Sell Price 2.32
Sell Qty 1692132.00

Siti Networks Ltd. (SITINET) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting the 14th AnnualReport of your Company together with the Audited Financial Statements for the financialyear ended March 31 2020 prepared as per Indian Accounting Standards (Ind-AS) asprescribed under Section 133 of the Companies Act 2013 (Act).

Financial Highlights

The financial performance of your Company for the year ended March 312020 is summarised below:

(` in million)

Particular Standalone Consolidated
2019-20 2018-19 2019-20 2017-18
Revenue from operations 8189.39 8212.75 16185.85 14421.34
Other Income 65.17 213.58 171.40 322.38
Total Income 8254.56 8426.33 16357.25 14743.72
Total Expenses 6537.30 6579.36 12779.43 11185.24
EBIDTA 1717.26 1846.97 3577.82 3558.48
Less : Finance cost 1318.22 1537.33 1576.81 1707.16
Less : Depreciation 1964.96 2093.03 3457.07 3649.67
Profit/(Loss) before share of profit/(loss) of associates and joint ventures exceptional item and tax (1565.92) (1783.39) (1456.06) (1798.35)
Share of profit/(loss) of associates and joint ventures 0.00 0.00 10.33 (1.42)
Profit/(Loss) before exceptional item and tax (1565.92) (1783.39) (1445.73) (1799.77)
Exceptional items 280.03 1940.88 501.75 742.66
Profit /(Loss) before tax (1845.95) (3724.27) (1947.48) (2542.43)
Provision for taxation (net) 47.75 - (65.81) 100.40
Profit/(Loss) after tax (1893.70) (3724.27) (1881.67) (2642.83)
Remeasurement of (7.26) (1.51) (13.11) (2.18)
defined benefit liability
Total comprehensive (1900.96) (3725.78) (1894.78) (2645.01)
profit/(loss) for the period

There have been no material changes and commitments that have occurredafter close of the financial year till the date of this report which affect the financialposition of the Company. Based on the internal financial control framework and compliancesystems established in the Company the work performed by Statutory Internal SecretarialAuditors and reviews performed by the Management and/or Audit Committee of the Board yourBoard is of the opinion that the Company's internal financial controls were adequateand working effectively during financial year 2019-20.

Business Overview

FY19-20 year for your Company has been about taking the benefits of theNew Regulatory Framework for Cable & Broadcasting Services better known as New TariffOrder 1.0 to the end customers. Further optimisation of the business model with thecomplete migration to prepaid model propelled your Company to end the year FY19-20 withsubscription revenue of INR 11567 million a leap of 21.3 YoY.

With the complete migration to prepaid model now your Company hasfully optimised collection efficiency in the subscription segment. This has helped yourCompany to manage better cash flow and meet the working capital requirement. In Broadbandsegment as well as maintaining focus on expansion in the new territories and growth in theexisting territories by improving the service support and upgradation of network.

Your Company has evolved and implemented new models of conductingbusiness involving partners with aligned focus in smaller territories for better controlon the ground and improve the connect with the cable operators. Your Company alsopioneered in introducing new business models that ensures that all our partners jointlymanage the network in specified areas with a focus on growth and keeping control on theexpenses. In smaller areas the Company introduced managed service partner (MSP) approachwherein we involved the local partners to manage the network at a fixed per subscribercost.

In the broadband space your Company has rolled out operations in newcities with a focus on profitable growth and truly transform into a multi servicesoperator by reaching to the video subscriber with a bundled offer of broadband and CableTv multi service. The Company is also planning to enrich the customer experience withvalue added services in the near future for further stickiness of the customers.

With an eye on the developing landscape of consumer demand related tolinear television distribution and need for high speed broadband services your Companyhas focused on transformation of its workforce with multi-functional approach by impartingtechnological and commercial training to the employees. By imparting such training theCompany has been able to efficiently optimise the resources. Your Company envisions tobring a wide gamut of services through its wire that include linear television broadbandIOT and other allied services. Your Company has tested and successfully deployed some ofthese services in the year FY19-20 and intends to transform to a fully Integrated ServicesProvider over the coming years.

Your Company has also focused on frugal spending during the year andoptimised the space utilisation electricity expenses and other overhead expenditure atits field offices. The Company has also saved a significant revenue on account of betternegotiations of bandwidth charges for delivery of its services.

Your Company has continued to maintain its leadership position in termsof subscriber numbers. Though subscriber base was significantly reduced in the previousyear due to New Tariff Order (NTO) implementation and migration to prepaid model ofbilling the Company has been able to retain its leadership position by focusing on itsservice support network and continuous engagement with partners.

Faced with COVID-19 pandemic and the ensuing lock-down your Companyand its employees were at the forefront toensurethatpeopleremainedathomeengagedwithconsistent and uninterrupted services be ittelevision or broadband. For partners too your Company provided innovative offerings thatallowed them to serve customers while maintaining social distancing and adhering togovernmental and health guidelines.

Directors' Responsibility Statement

Pursuant to Section 134 of the Companies Act 2013 in relation toAnnual Financial Statements for the financial year 2019-20 your Directors hereby confirmthat:

i. the Financial Statements of the Company comprising of the BalanceSheet as at March 31 2020 and the Statement of Profit & Loss for the year ended onthat date have been prepared on a going concern basis;

ii. in preparation of these Financial Statements the applicableaccounting standards have been followed and there are no material departures;

iii. accounting policies selected were applied consistently and thejudgments and estimates related to the financial statements have been made on a prudentand reasonable basis so as to give a true and fair view of the state of affairs of theCompany as at March 31 2020 and of the profit/ loss of the Company for the year ended onthat date;

iv. proper and sufficient care has been taken for maintenance ofadequate accounting records in accordance with the provisions of the Act to safeguard theassets of the Company and for preventing and detecting fraud and other irregularities;

v. requisite internal financial controls to be followed by theCompany were laid down and that such financial controls are adequate and operatingeffectively; and

vi. proper systems have been devised to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.

Directors & Key Managerial Personnel

Your Board currently comprises of six (6) Directors including four (4)Independent Directors one (1) Non-Executive Non-Independent Director and one (1)Executive Director. Independent Directors provide declarations both at the time ofappointment and annually confirming that they meet the criteria of Independence asprescribed under the Act and SEBI (Listing Regulations and Disclosure Requirements)Regulations 2015 ("Listing Regulations"). During the financial year 2019-20your Board met seven (7) times details of which are available in the Corporate GovernanceReport annexed to this report.

During the year under review your Board had based on recommendationsof Nomination & Remuneration Committee approved the appointment of Mr. Suresh Aroraas a Whole Time Director of the Company for a period of 3 years with effect from June 142019. Before his appointment as Whole Time Director Mr. Suresh Aora was an AdditionalDirector of the Company in the category of Non-Executive Non-Independent Directoreffective from March 29 2019. The appointment and payment of remuneration of Mr. SureshArora as Whole Time Director for a period of 3 (three) years with effect from June 142019 was approved by the Shareholders at the 13th Annual General Meeting ofthe Company held on September 28 2019. As per Section 152 of the Companies Act 2013 Mr.Suresh Arora retires by rotation at the ensuing Annual General Meeting and being eligiblehas offered himself for re-appointment. The reappointment of Mr. Suresh Arora at theAnnual General Meeting as a Director retiring by rotation would not constitute break inhis appointment as Whole Time Director. Your Board recommends his re-appointment.

The Notice of ensuing Annual General Meeting includesproposalsforre-appointmentofProf.SunilKumarMaheshwari for the second term as IndependentDirector not liable to retire by rotation for a period of 3 years from expiry of hiscurrent term on November 2 2020. Based on performance evaluation and after review ofconfirmation(s) of continuity of compliance with the criteria of independence underapplicable regulations your Board recommends re-appointment of Prof. Sunil KumarMaheshwari as Independent Director for second term for approval of Shareholders.

Your Board had based on recommendations of Nomination

& Remuneration Committee approved the appointment of Mr. DeepakMittal and Mr. Bhanu Pratap Singh as Additional Directors in the category of IndependentDirectors with effect from April 1 2019. Pursuant to Section 149 152 and otherapplicable provisions of Companies Act 2013 (‘Act') and the rules madethereunder read with Schedule IV of the Act the Shareholders of the Company at the 13thAnnual General Meeting of the Company held on September 28 2019 had approved theappointment of Mr. Deepak Mittal and Mr. Bhanu Pratap Singh as Independent Directors ofthe Company not liable to retire by rotation for the period of three years commencingApril 1 2019.

During the year under review your Board had based on recommendationsof Nomination & Remuneration Committee approved the appointment of Mr. Amitabh Kumaras an Additional Director in the category of Non-Executive Non-Independent Director witheffect from December 30 2019. In terms of Section 161 of the Companies Act 2013 Mr.Amitabh Kumar shall hold office up to the date of the ensuing Annual General Meeting ofthe Company. The Company has received a notice under Section 160 from a member proposingappointment of Mr. Amitabh Kumar. Accordingly necessary resolution is being placed forapproval of the Members at the 14th Annual General Meeting of the Company.

Mr. Sidharth Balakrishna who was Whole Time Director of the Companyhad resigned from the Board and Committees of the Company with effect from close ofbusiness hours of April 15 2019.

In compliance with the requirements of Section 203 of the CompaniesAct 2013 Mr. Suresh Arora Whole-Time Director Mr.Anil Kumar Malhotra Chief ExecutiveOfficer (CEO) Mr. Sanjay Berry Chief Financial Officer (CFO) and Mr. Suresh KumarCompany Secretary of the Company are Key Managerial Personnel of the Company. Pursuant tothe provisions under Section 134(3)(d) of the Companies Act 2013 with respect tostatement on declaration given by Independent Directors under Section 149(6) of the Actthe Board hereby confirms that all the Independent Directors of the Company have given adeclaration and have confirmed that they meet the criteria of independence as provided inSection 149(6) read with Regulation 16 of Securities and Exchange Board of Indian (ListingObligations and Disclosures Requirements)Regulations 2015 (SEBI Listing Regulations).

Board Committees

In compliance with the requirements of Companies Act 2013 and SEBIListing Regulations your Board had constituted various Board Committees including AuditCommittee Nomination & Remuneration Committee Stakeholders Relationship Committeeand Corporate Social Responsibility Committee. Details of the constitution of theseCommittees which are in accordance with regulatory requirements have been uploaded onthe website of the Company viz. www.sitinetworks.com.

Details of scope constitution terms of reference number of meetingsheld during the year under review along with attendance of Committee Members therein formpart of the Corporate Governance Report annexed to this report.

Board Evaluation

At a separate meeting of Independent Directors held without presence ofother Directors and Management the Independent Directors had based on various criteriaevaluated performance of the Executive Directors and performance of the Board as a wholeand various Board Committees. A report on such evaluation done by Independent Directorswas taken on record by the Board and further the Board had incompliance with therequirements of Companies Act 2013 evaluated performance of all Independent Directorsbased on various parameters including attendance contribution etc. The details of theevaluation process are set out in the Corporate Governance Report which forms part of thisReport.

Auditors and Audit Report

Statutory Auditors

The Members of the Company at their 9th Annual GeneralMeeting (AGM) had approved the appointment of M/s Walker Chandiok & Co. LLP CharteredAccountants New Delhi having Firm Registration No. 001076N/N500013 as the StatutoryAuditor of the Company to hold such office form the conclusion of the 9th AGMtill the conclusion of AGM to be held in year 2020. Accordingly M/s Walker Chandiok &Co. LLP Chartered Accountants being the Statutory Auditor of the Company shall retire onrotational basis on the conclusion of the ensuing AGM.

Accordingly the Board on recommendation of the Audit Committee hasproposed to the members the appointment of M/s DNS & Associates CharteredAccountants Gurugram (Firm Registration No. 006956C) as the Statutory Auditor of theCompany for a period of 5 years i.e. from the conclusion of 14th AnnualGeneral Meeting until the conclusion of 19th Annual General Meeting to be heldin the calendar year 2025 and also to fix their remuneration.

M/s DNS & Associates Chartered Accountants Gurugram beingeligible have consented and offered themselves for appointment as Statutory Auditors ofthe Company. Pursuant to Section 141 of the Companies Act 2013 and relevant Rulesprescribed there under the Company has received certificate dated September 3 2020 fromthe Auditors to the effect inter-alia that their reappointment if made would bewithin the limits laid down by the Act shall be as per the term provided under the Actthat they are not disqualified for such re-appointment under the provisions of applicablelaws and also that there is no proceeding against them or any of their partners pendingwith respect to professional matter of conduct.

Audit Report

During the year the Statutory Auditors had reported the followingreportable matters and modifications done in the Audit Report:

Reported matters:

Managerial remuneration being paid in excess of the limits prescribedunder the Companies Act- approvals from lenders awaited:

The Shareholders of the Company at the 13th Annual GeneralMeeting of the Company held on September 28 2019 had approved the appointment andpayment of remuneration to Mr.Suresh Arora Whole Time Director. As the Company hasdefault in payment of dues to Banks therefore approval of the Banks is also required forpayment of remuneration to Mr.Suresh Arora. The Company has requested to concerned Banksseeking their approval in this regard. Based on the information of the Management theBoard is of the view that the concerned Banks would grant their approvals in this regard.

Modifications done:

Accounting of revenue post new tariff order regime not in line with IndAS 115 – Revenue from contracts with customers:

As explained/clarified by the Management the Board is of the view thatas per its interpretation and Cable Industry/Sector practices of recognising revenue underInd AS 115 the Company has appropriately shown gross revenue and content cost separately.Further there is no impact on the net loss for the quarter and year ended March 31 2020.

Two subsidiary companies have been consolidated based on theirunaudited financial statements and therefore Auditors are unable to comment upon theimpact if any had these been audited (only in the consol audit report):

The reasons for not able to complete the Audit as informed by theconcerned subsidiaries are as follows:

(a) Siti Vision Digital Media Private Limited:

(i) Due to lockdown in the country for a period of about 65 days andalso disturbance even thereafter also for the reason of outburst of COVID-19 which hasbeen declared as pandemic worldwide the Subsidiary's Auditors / Management of theCompany were not able to complete audit procedures within timelines;

(ii) Further due to sudden death of mother of managing director ofSiti Vision Digital Media Private Limited Mr. Siva Rama Krishna Kancharla he could notbe able to supervise and observe audit process timelines

(b) Siti Saistar Digital Media Private Limited:

(i) Due to lockdown in the country for a period of about 65 days andalso disturbance even thereafter also for the reason of outburst of COVID-19 which hasbeen declared as pandemic worldwide the Subsidiary's Audit Team/ Management of theCompany were not able to complete audit procedures timelines.

Secretarial Auditors

M/s Amit Agrawal & Associates Company Secretaries in Whole TimePractice having Firm Registration No. I2001DE191600 were appointed as SecretarialAuditors of the Company for the financial year 2019-20 pursuant to Section 204 of theCompanies Act 2013. The Secretarial Audit Report submitted by them in the prescribed formMR-3 is annexed to this report as Annexure – I and forms part thereof.

The reports of Statutory Auditors and Secretarial Auditor forming partof this Annual Report do not contain any qualification reservation or adverse remark(s).

Additionally in line with SEBI Circular No. CIR/CFD/ CMD/1/27/2019dated February 8 2019 an Annual Secretarial Compliance Report confirming compliance ofall applicable SEBI Regulations Circulars and Guidelines by the Company was issued by theSecretarial Auditor and filed with Stock Exchanges.

Cost Auditors

In compliance with the requirement of Section 148 of the Companies Act2013 read with Companies (Cost Records and Audit) Rules 2014 as amended M/s A.K. Gupta& Co. Cost Accountant having Firm Registration No. 100770 has been appointed tocarry out Audit of the Cost Records of the Company during financial year 2020-21.Requisite proposal seeking ratification/approval of remuneration payable to the CostAuditor for financial year 2020-21 by the Members as per Rule 14 of the Companies (Auditand Auditors) Rules 2014 forms part of Notice of ensuing Annual General Meeting.

Subsidiaries & Joint Ventures

During the year under review pursuant to sub-section (5) of Section248 of the Companies Act 2013 the Registrar of Companies Delhi has struck off from theregister of companies the name of Siti Godaari Digital Services Private Limited whollyowned subsidiary company of the Company on November 20 2019 and the said subsidiarycompany stand dissolved. Accordingly as on March 31 2020 your Company had 22 no. ofsubsidiary companies and 1 (one) wholly owned Limited Liability Partnership as compared to23 no. of subsidiary companies and 1 (one) wholly owned Limited Liability Partnership ason March 31 2019.

Further the wholly owned subsidiary company of the Company namelyVariety Entertainment Pvt. Ltd. has acquired 50% Equity Shares in the paid-up Equity ShareCapital of Paramount Digital Media Services Private Limited. Accordingly ParamountDigital Media Services Private Limited has become Joint Venture company of the Company.

In line with amendments of threshold for determining MaterialSubsidiary as stated in Regulation 16(1)(c) of SEBI Listing Regulations effective April1 2019 Indian Cable Net Company Limited one of the subsidiary companies of the Companycontinues to be Material Subsidiary of your Company.

Pursuant to the provisions of Section 129(3) of the Companies Act2013 a statement containing the salient features of financial statements of theCompany's subsidiaries and associate company(ies) in Form AOC-1 is annexed to thisreport as Annexure – II and forms part thereof.

Further pursuant to the provisions of Section 136 of the Act thefinancial statements of the Company consolidated financial statements along with relevantdocuments and separate audited financial statements in respect of subsidiaries areavailable on the website of the Company www.sitinetworks.com. These documents will also beavailable for inspection during business hours on all working days (except Saturday) atthe Registered Office of the Company.

Deposits

During the year under review your Company has not accepted or invitedany deposits as defined under Section 2(31) read with Chapter V of the Companies Act 2013and Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules 2014.

Dividend

With a view to conserve the resources for future business requirementsand expansion plans and in view of losses during the year your Board has not recommendeddividend for the year under review.

Employee Stock Option Scheme

In pursuance of Employees Stock Option Scheme of the Company (SITI ESOP2015) your Company had granted 4663500 options to eligible employees on September 32015. During the year under review neither any option was granted nor any grantee hadexercised vested option(s).

The applicable disclosures as stipulated under Regulation 14 of theSecurities and Exchange of India (Share Based Employee Benefits) Regulations 2014 withregard to SITI ESOP 2015 are annexed to this report as Annexure - III. The saiddisclosures on SITI ESOP 2015 will also be available on Company's websitewww.sitinetworks.com. The Statutory

Auditors of the Company M/s Walker Chandiok & Co. LLP CharteredAccountants have certified that the SITI ESOP 2015 have been implemented in accordancewith SEBI Regulations and the resolution passed by the shareholders and the saidcertificate of Statutory Auditors will be placed at the14th Annual GeneralMeeting of the Company.

Share Capital

During the period under review there is no change in Authorised ShareCapital of the Company. As on March 31 2020 the Authorised Capital of the Company is `1300 million comprising of 1290000000 Equity Shares of

` 1/- each and 10000000 Preference Shares of ` 1/- each and thePaid-up Share Capital of the Company is ` 872.67 million comprising 872053848 EquityShares of ` 1/- each fully paid-up and 23436 Preference Shares of ` 1/- each fullypaid-up and 1227123 forfeited Equity Shares of ` 1/- each paid up ` 0.50/- per EquityShares.

Registered Office

During the year under review the Registered office of the Company iscontinued to be situated at ‘Unit No. 381st Floor A wing Madhu Industrial EstateP. B Marg Worli Mumbai – 400013'.

Corporate Governance & Policies

Your Company is in compliance with the Corporate Governancerequirements mentioned under SEBI Listing Regulations and applicable provisions of theCompanies Act 2013. In terms of Schedule V of the Listing Regulations a detailed reporton Corporate Governance together with the Compliance Certificate issued by SecretarialAuditor of the Company is attached to and forms an integral part of this report.Management Discussion and Analysis Report as per Listing Regulations are presented asseparate section forming part of the Annual Report.

In compliance with the requirements of Companies Act 2013 and SEBIListing Regulations your Board has approved various Policies including Code of Conductfor Directors & Senior Management Material Subsidiary Policy Insider Trading CodeDocument Preservation Policy Material Event Determination and Disclosure Policy FairDisclosure Policy Corporate Social Responsibility Policy Whistle Blower and VigilMechanism Policy Related Party Transaction Policy Dividend Policy and RemunerationPolicy. All these policies and codes have been uploaded on Company's websitewww.sitinetworks.com. Additionally Directors Familiarisation Programme and Terms andConditions for appointment of Independent Directors can be viewed on Company'swebsite www.sitinetworks.com.

In compliance with the requirements of Section 178 of the CompaniesAct 2013 the Nomination & Remuneration

Committee of your Board had fixed various criteria for nominating aperson on the Board which inter alia include desired size and composition of the Boardage limits qualification/experience are as of expertise and independence of individual.The Committee had also approved in-principle that the term of an Independent Directorshall not exceed three (3) years.

Corporate Social Responsibility

The provisions of Section 135(5) of the Companies Act 2013 whichprovides for spending in every financial year at least two percent of the average netprofits of the Company made during the three immediately preceding financial years is notapplicable to the Company as the Company had incurred losses during the three immediatelypreceding financial years.

Disclosures i. Particulars of Loans Guarantee or Investments:

Particulars of loans guarantees and investments made by the Companyrequired under Section 186(4) of the Companies Act 2013 are contained in Note No. 44 ofthe Standalone Financial Statements and are not reproduced for the sake of brevity.

ii. Related Parties Transactions: All contracts/ arrangements/transactions entered by the Company during the financial year with related parties were onarm's length basis in the ordinary course of business and in compliance with theapplicable provisions of the Companies Act 2013 and Listing Regulations.

During the financial year 2019-20 there are no materially significantrelated party transactions by the Company with Promoters Directors Key ManagerialPersonnel Financial Statements or other designated persons if any which may havea potential conflict with the interest of the Company at large. Details of related partytransactions will be available on Company's website www.sitinetworks.com.

All related party transactions specifying the nature value and termsand conditions of the transactions including the arms-length justification are placedbefore the Audit Committee for its approval and statement of all related partytransactions carried out is placed before the Audit Committee for its review on aquarterly basis. During the year under review there have been no materially significantrelated party transactions by the Company as defined under Section 188 of the Act andRegulation 23 of the Listing Regulations and accordingly no transactions are required tobe reported in Form AOC-2 as per Section 188 of the Companies Act 2013.

iii. Extract of Annual Return: The extract of annual return inMGT-9 as required under Section 92(3) of the Companies Act 2013 read with Companies(Management &Administration) Rules 2014 will be available on the website of theCompany www.sitinetworks.com.

iv. Internal Financial Control systems and their adequacy:

Your Company has approved internal financial controls and policies/procedures for orderly and efficient conduct of the business including safeguarding ofassets prevention and detection of frauds and errors ensuring accuracy and completenessof the accounting records and the timely preparation of reliable financial information.The Audit Committee evaluates the internal financial control system periodically. YourCompany has adopted accounting policies which are in line with the Indian AccountingStandards (Ind-AS) notified under Section 133 of the Companies Act 2013 read with theCompanies (Indian Accounting Standards) Rules 2015. These are in accordance withGenerally Accepted Accounting Principles in India.

v. Vigil Mechanisms/Whistle Blower Policy: The Company hasestablished a vigil mechanism/framed a whistle blower policy. The policy enables theemployees and other stakeholders to report to the Management instances of unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct orethics policy.

vi. Sexual Harassment: The Company has zero tolerance for SexualHarassment at work place and has adopted a Policy on prevention of Sexual Harassment inline with the provisions of Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules made thereunder. During the year underreview your Company has not received any complaint on sexual harassment.

vii. Regulatory Orders: No significant or material orders werepassed by the regulators or courts or tribunals which impact the going concern status andCompany's operations in future except as mentioned herein below.

BSE Ltd. and National Stock Exchange of India Limited vide their letterdated February 3 2020 have separately imposed a fine of ` 531000/- (Rupees Five LakhThirty One Thousand Only) inclusive of GST at applicable rates for delay in complianceof Regulation 17(1)(c) of the SEBI Listing Regulations.

viii. Reporting of frauds by auditors: During the year underreview neither the statutory auditors nor the secretarial auditor has reported to theAudit Committee under Section 143 (12) of the Companies Act 2013 any instances of fraudcommitted against the Company by its officers or employees the details of which wouldneed to be mentioned in the Board's report.

ix. Secretarial standards: The Company has complied with all theapplicable provisions of Secretarial Standards issued by the Institute of CompanySecretaries of India and approved by the Central Government.

x. Listing on stock exchanges: The Company's shares are listedon BSE Limited and the National Stock Exchange of India Limited.

Conservation of Energy Technology Absorption And Foreign ExchangeEarnings And Outgo

The Company is a Multi System Operator (MSO) and is carrying onbusiness of inter alia reception of signals of channels of various Broadcastersand distribution of same through cable networks. Since this does not involve anymanufacturing activity most of the Information required to be provided under Section134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 arenil / not applicable. The information as applicable are given hereunder:

Conservation of Energy: i. The steps taken or impact orconservation of energy Your Company being a service provider has minimal energyconsumption. Though every endeavour is made to ensure optimal use of energy avoidwastages ii. The steps taken by the Company for utilising alternate sources of energy andconserve energy as far as possible. iii. The capital investment on energy conservationequipments

Technology Absorption: i. The efforts made towards technologyabsorption Your Company uses latest technology and ii. The benefits derived like productimprovement cost reduction product equipment for distribution of Cable TV signals.development or import substitution However since the Company is not engaged in any iii.In case of imported technology (imported during the last three years manufacturing theinformation in connection with reckoned from the beginning of the financial year)-technology absorption is Nil. a. the details of technology imported b. the year of import;c. whether the technology been fully absorbed d. if not fully absorbed areas whereabsorption has not taken place and the reasons thereof iv. The expenditure incurred onResearch and Development

Foreign Exchange Earnings and Outgo: During the year under reviewyour Company had foreign exchange earnings of ` 289.76 million and outgo of ` 32.64million.

Human Resources & Particulars of Employees

The 3 P's have been most critical and have been the mantra forpropelling the growth of SITI Networks Limited ("SITI") and our focus has beenon the:

People

Processes

Performance

We have developed a competency model to ensure that the expectationsand delivery are well articulated right in the beginning of every employee's journey& existing employees and is also communicated through the AOP.

People being the heart of our organisation it has been imperative thateach one of us speaks the common language and is a mirror image of one another. While wehave disciplined the DNA of our organisation through competency framework we have alsoensured that every new entrant right from the beginning falls comfortably in thediscipline and this ubiquitous language gets entrenched in the organisation.

While it is imperative that the organisation grows vertically and so isvery right for every individual at granule level it has been made an integral part of theDNA that every individual grows horizontally and takes leaps vertically. To consolidatewe have taken initiatives for driving the learning and development with the technologyfueled initiatives:

LEARNING for ALL launched the Project Learn and have made trainingaccessible for all.

Have made training and certification accessible to all through multiprong approach.

The base of the pyramid which works as our foundation for theorganisation have been trained and certified by the SKILL INDIA initiative free of costand have been very beneficial for our Techno Commercial Layer. This has also helpedsolidify the initiative of collapsing the Technical and sales role merging into one andeveryone in the market facing role able to service the customer better be it the B2B orB2C.

We have created training modules with the collaboration of HOD's& SME's have made them accessible to all by recording the live training andSitizens can access them at their convenience from their desk top and laptops.

Processes for other avenues and modes of online training are beingcarved out and learning will remain the focus area. The processes will evolve continually.

Plotting of the high pots is moving to the next level of creatinglattices and giving individuals and organisation more visibility and predictability.

While broad band expansion will be our thrust area in the times to comeand equally so for the video business we will be constantly making innovative endeavorsto upskilling of our talent pool.

There have been several new initiatives in rewarding the superiorperformance and have been felicitated across the organisation.

Celebrations and festivals has kept the Sitizens in an upbeat moodround the year and have kept their work journey exciting and ensured that there is never adull moment at SITI.

In terms of the provisions of Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration ofManagerial Personnel) Rules 2014 a statement showing the names and other particulars ofthe employees drawing remuneration in excess of the limits set out in the said rules isattached as Annexure –IV which forms part of this report.

Acknowledgements

Your Directors place on record their sincere appreciation of thecontribution made by the employees at all levels. Your Directors also express theirheartfelt gratitude for valuable support and cooperation extended by the banks financialinstitutions various Governmental Authorities including Ministry of Information andBroadcasting Ministry of Communication and Information Technology Telecom and RegulatoryAuthority of India Stock Exchanges Depositories and other stakeholders including localcable operators viewers broadcasters vendors. The Directors look forward to theircontinued support.

For and on behalf of the Board
Suresh Arora Amitabh Kumar
Whole Time Director Non-Executive Director
DIN 00299232 DIN 00222260
Delhi September 4 2020 Noida September 4 2020

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