broadcast initiatives ltd Directors report

Dear Members

Your Directors are pleased to present the Eleventh Annual Report of your Company along with the audited Statement of Accounts for the financial year ended March 31, 2015.

1. Financial Results:

The financial performance of standalone operations of your Company during the Financial Year 2014-2015 is summarized in the following table:

(Rs. in Lacs)

Particulars	2014-2015	2013-2014
Total Revenue	1217.22	2028.64
Less: Total Expenses	6654.76	4129.24
Profit/ (Loss) before Exceptional Items and Tax	(5437.53)	(2100.61)
Less: Exceptional Items	-	-
Profit/ (Loss) Before Tax	(5437.53)	(2100.61)
Less: Tax Expenses
a) Current Tax	-	-
b) Deferred Tax	(86.13)	(100.73)
Profit/ (Loss) for the period	(5351.41)	(1999.88)

2. Operations Overview:

Live India is the one of the leading media houses in the country. The Group brings you every day the most comprehensive bouquet of news and analysis through its "Live India", 24 x7 Hindi News channel, "Mi Marathi" 24x7 Marathi News channel, "Prajatantra Live" Hindi daily news paper published in Delhi and "Live India" monthly Hindi magazine.

"Mi Marathi" 24x7 Marathi News channel of the Group has become a number one news channel in Maharashtra (Source- TAM). The Group has retained well-known editors Mr. Kumar Ketkar, Dr. Bharat Kumar Raut and Mr. Nikhil Wagle as a consultant.

Live India Digital:

The Group has re-launched its digital editions in February, 2015 under the umbrella of Live India Digital. The news sites of Live India Digital i.e. www.liveindia.in, www.mimarathi. in, www.liveindiahindi.com are rapidly gaining popularity.

Live India Digital believes in fearless and unbiased journalism and it has established itself as a mature and dedicated readership from all over the world. At Live India Digital, visitors can get the news of their interest in Hindi, Marathi and English. The mobile Apps of the news sites are also available on Android and iOS. Live India Digital offers news events ranging from knowledge events, sporting events, entertainment news, education, Business, share market, lifestyle, Tech, Gadget and special dedicated categories for women and youths.

Live India Digital is being updated 24X7 basis by experienced and qualified young journalists. Live India Digital covers events from the national capital to remote areas of the country through the most effective and powerful combination of man and machine.

Mi Marathi Live: The Group has launched "Mi Marathi Live" Marathi news paper on Friday, February 27, 2015 with satellite editions from Thane, Kalyan Dombivali, Navi Mumbai and Vasai- Virar. The state gets one more Marathi daily newspaper.

Prajatantra Live and Live India: The Company has started the activity of Prajatantra live, Hindi News Paper and Live India Hindi Magazine under the brand name of the Company. Prajatantra Live is one of the largest circulated Hindi News Paper in Delhi. To raise the voice for the sake of a common man is the prime objective of Prajatantra Live news paper. Live India is a magazine on current affairs and an issue based journalism.

The Company already has a presence in the electronic media and it believes that there is scope for creating a synergy between the electronic and print teams.

3. Dividend:

Considering future plans and operations and financial position of the Company, your Directors do not recommend any dividend for the year ended March 31, 2015.

4. Directors and Key Managerial Personal:

Your Board comprises of 6 Directors including 4 Independent Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and Clause 49 of the Listing Agreement. During financial year 2014-2015 your Board met 5 times details of which are available in Corporate Governance Report annexed to this report.

During the year under review, Mr. Waryam Singh (DIN: 00230462) resigned as Director of the Company as at the close of business on March 12, 2015. Your Board places on record its appreciation for contributions made by Mr. Waryam Singh during his tenure as Non-Executive Director of the Company.

Subsequently following Directors has been inducted on the Board of the Company upon the recommendation of Nomination and Remuneration Committee:

Sr. No.	Name	Designation	Category	Date of Appointment
1.	Mr. Satish K Singh	Additional Director	Executive Director	21.03.2015
2.	Ms. Supriya Kanase	Additional Director	Managing Director	28.05.2015
3.	Mr. Kumar Ketkar	Additional Director	Independent Director	28.05.2015
4.	Dr. Bharat Kumar Raut	Additional Director	Independent Director	28.05.2015

In terms of Section 161 of the Companies Act, 2013, Ms. Supriya Kanase, Mr. Satish K Singh, Mr. Bharat Kumar Raut and Mr. Kumar Ketkar shall hold office up to the date of the ensuing Annual General meeting. The Company has received a notice in writing along with requisite deposit pursuant to Section 160 of Companies Act, 2013, proposing appointment of Ms. Supriya Kanase, Mr. Satish K Singh, Dr. Bharat Kumar Raut and Mr. Kumar Ketkar as Director of the Company.

At the Tenth Annual General Meeting, appointment of Mr. M S Kapur and Mr. Deepak Sharma, Independent Directors was made for a period of 1 year for a term up to conclusion of the 11th Annual General Meeting to be held in the calendar year 2015. Pursuant to the provisions of the Companies Act, 2013, they shall hold office up to the date of the ensuing Annual General meeting. The Company has received a notice in writing along with requisite deposit pursuant to Section 160 of the Companies Act, 2013, proposing re-appointment of Mr. M S Kapur and Mr. Deepak Sharma as an Independent Directors of the Company.

The Board confirms that all Independent Directors of the Company have given a declaration to the Board that they meet the criterion of independence as prescribed under Section 149 of the Companies Act, 2013.

Your Board has recommended the appointment of Ms. Supriya Kanase as a Managing Director and Mr. Satish K Singh, as an Executive Director, liable to retire by rotation for a period of 3 years. The Board also recommended the appointment of Mr. Deepak Sharma, Mr. M S Kapur, Dr. Bharat Kumar Raut and Mr. Kumar Ketkar as an Independent Director of the Company, not liable to retire by rotation for a period of 3 years.

Ms. Gandhali Bage resigned as the Compliance Officer and Company Secretary of the Company as at the close of business on December 17, 2014. The Board thanks Gandhali for playing a vital role in the organization and appreciates her performance during the tenure.

Mr. Hrishikesh Kanase resigned as the Chief Financial Officer of the Company as at the close of business on April 14, 2015. The Board thanks him for his valuable guidance and contribution.

Mr. Avinash Godse has been appointed as the Compliance Officer and Company Secretary with effect from January 01, 2015. On the recommendation of Nomination and Remuneration Committee and Audit Committee the Board further designated Mr. Avinash Godse as a Chief Financial Officer of the Company with effect from May 28, 2015.

5. Committees of the Board:

During the year under the review, the Board of Directors of your Company has reconstituted the Committees of the Board. The details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in the Report on Corporate Governance section forming part of this Annual Report.

6. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the performance evaluation of the Directors individually including Independent Directors, Board as a whole and of its various committees, on parameters such as skills, knowledge, participation in meetings, contribution towards corporate governance practices, compliance with code of conduct, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole was evaluated. Based on such report of the meeting of Independent Directors and taking into account the views of Executive Directors and Non-Executive Directors the Board had evaluated its performance on various parameters such as Board composition and structure, effectiveness of Board processes, effectiveness of flow of information, contributions from each Directors etc.

The Directors expressed their satisfaction with the evaluation process.

7. Corporate Governance and Policies:

Your Company has been constantly reassessing itself with well established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement and applicable provisions of Companies Act, 2013. A detailed report on Corporate Governance together with the Statutory Auditors Certificate on compliance is annexed to this report. Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Recognised Stock Exchanges are presented in Corporate Governance section forming part of the Annual Report.

The extract of policy of the Company for appointment of Directors, Senior Management, including criteria for determining qualification, positive attributes, independence and other matters as provided in sub-section 3 of Section 178 of the Companies Act, 2013, adopted by the Board upon recommendation of Nomination and Remuneration Committee is annexed to this report.

The Audit Committee of the Board has been vested with powers and functions relating to Risk Management which inter alia includes (a) review of risk management policies and business processes to ensure that the business processes adopted and transactions entered into by the Company are designed to identify and mitigate potential risk; (b) laying down procedures relating to Risk assessment and minimization; and (c) formulation, implementation and monitoring of the risk management plan.

Your Board has in accordance with the requirements of the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement has adopted some new policies and also considered the amendment to the existing policies such as policy on Related Party Transaction, Code of Conduct for Directors and Specified Person, Nomination and Remuneration Policy, Risk Management Policy and Whistle Blower Policy. These policies are available on the website of the Company and can be viewed at www.liveindia.in

8. Auditors:

The Members of the Company at the Annual General Meeting held on September 30, 2014 has appointed M/s. Ashok Jayesh & Associates, Chartered Accountants, Mumbai (Firm Registration No. 100655W) as the Statutory Auditors of the Company to hold office till the conclusion of the Thirteenth Annual General Meeting to be held for the financial year ended March 31, 2017.

M/s. Ashok Jayesh & Associates, Chartered Accountants, have confirmed their eligibility and willingness to accept office, if appointment is ratified by the Members of the Company. Further, in terms of the Clause 41(1)(h) of the Listing Agreement, the statutory auditors of your Company are subject to the Peer Review Process of the Institute of Chartered Accountants of India (ICAI). M/s. Ashok Jayesh & Associates, Chartered Accountants have confirmed that they hold a valid certificate issued by Peer Review Board of ICAI and have provided a copy of the said certificate to your Company for reference and records.

The ratification of appointment of Statutory Auditors is subject to the approval of the Members of the Company. Your Directors propose ratification of appointment of Ashok Jayesh & Associates, Chartered Accountants as the Statutory Auditors of your Company.

9. Auditors Report:

The Auditors has given emphasis on certain matters in the independent Auditors Report for the year under review as follows-

a) The Companies operating results has been materially affected due to various factors and as at March 31, 2015 the Companies accumulated losses has fully eroded the net worth of the Company:

With respect to the said remarks your Directors want to inform that the Company has continuously implemented various measures such as improving operational efficiencies, renegotiation of contracts and other cost control measures to improve the Companies operating results and cash flows. In addition, the Company is in process of reviving Live India Channel along with modernising equipments, recruitment of senior staff, arrangements with various television channel distributors so that the channel could be seen on the maximum possible networks and the viewership could be increased.

b) Irregularity in depositing statutory dues including Provident Fund, Employee State Insurance, Income-tax, Service Tax, Sales Tax and other statutory dues. The statutory dues outstanding for the period more than six months from the date they become payable is for: Service Tax- Rs. 1,33,43,496/- and Provident Fund: Rs. 3,88,701/-

With respect to the said remarks your Directors want to inform that the irregularity in depositing statutory dues is unintentional and the same is due to constraint of funds. Your Directors ensures that the Company will take necessary steps in future to make sure that undisputed statutory dues are being paid regularly.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

10. Secretarial Audit Report:

Pursuant to Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s. Prajot Tungare & Associates, Practising Company Secretaries, Pune as the Secretarial Auditors of the Company.

The secretarial audit report provided in the Annual Report forms part of the Directors Report. Comments of the Board of Directors on the observations pointed out in the Secretarial Audit Report are as follows:

a) The Company has not appointed woman Director within 1 year from 1st April 2014 as required under Section 149 of the Companies Act, 2013.

The Company being into media Business, every appointment of Directors on the Board of the Company requires prior approval of the Ministry of Information and Broadcasting (MIB). Therefore, the appointment of every Director on the Board of the Company is subject to the approval of MIB.

The Company has designated Ms. Supriya Vasant Kanase as a Chief Executive Officer w.e.f. May 30, 2014 as per the provisions of the new Companies Act, 2013. Further the Company has appointed Ms. Supriya Kanase as a Managing Director on the Board w.e.f. May 28, 2015 with due communication and applications to the MIB. The delay caused for appointment of woman Director on the Board of the Company is due to time taken by the Ministry for granting its kind approval for addition of Directors on the Board of the Company.

b) The Company has not complied with the provisions of Regulation 3(1) of Chapter II and Regulation 5 of Chapter III of the Standards of Quality of Service (Duration of Advertisements in Television Channels) Regulations, 2012.

The News Broadcasters Association (NBA) has filed the petition in Delhi High Court on December 13, 2013 against the TRAI rule that limits television advertisements to 12 minutes per hour. The NBA has challenged the ad cap rule, contending that the TRAI does not have jurisdiction to regulate commercial airtime on television channels.

The Delhi High Court has given interim relief to the Broadcasters restraining the TRAI from initiating any auction against the Broadcasters for non compliance of above referred regulation until the final hearing of the case, as the matter is sub judice.

c) Company has appointed Mr. S. K. Singh as Executive Director before approval of Ministry of Information and Broadcasting.

The Company has appointed Mr. Satish K Singh as an Executive Director on the Board w.e.f. March 21, 2015 with due communication and applications to the Ministry of Information and Broadcasting (MIB). For the same the Company has received the approval of MIB on May 25, 2015.

d) The Board of Directors of the Company was not duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors and the Company had not appointed Woman Director on its Board within stipulated time.

The Company being into media Business, every appointment of Directors on the Board of the Company requires prior approval of the MIB. The Company has designated Ms. Supriya Vasant Kanase as a Chief Executive Officer w.e.f. May 30, 2014 as per the provisions of the new Companies Act, 2013. Further the Company has appointed Mr. Satish K Singh as an Executive Director and Ms. Supriya Kanase as a Managing Director on the Board w.e.f. March 21, 2015 and May 28, 2015 respectively with due communication and applications to the MIB. The delay caused for appointment of Directors on the Board of the Company is due to time taken by the Ministry for granting its kind approval for addition of Directors on the Board of the Company.

As at March 31, 2015 the Company is having a proper balance of Executive Director, Non-Executive Directors and Independent Directors on the Board. The Company believes in maintaining the highest standards of Corporate Governance. Further as per SEBI Circular No CIR/CFD/ POLICY CELL/7/2014 dated September 15, 2014 Clause 49 of the Listing Agreement is applicable to the Company however compliance of the same is not mandatory.

11. Internal Control Systems and their adequacy:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal auditor function is entrusted to an independent firm of Chartered Accountants of repute. To maintain its objectivity and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

12. Conservation of Energy, Technology Absorption, Research and Development, Foreign Exchange Earnings and Outgo:

Your Company is into the business of Broadcasting of News Television Channel. Since this business does not involve any manufacturing activity, most of the information required to be provided under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are Nil/Not applicable.

Your Company, being a service provider, requires minimal energy consumption and every endeavour is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Your Company uses latest technology and equipments into its Broadcasting business. However since the Company is not engaged in any manufacturing, the information in connection with technology absorption is Nil/Not applicable.

The particulars of foreign exchange earnings and outgo (accrual basis) are as follows:

(Rs. in 000s)

Sr. No.	Foreign Exchange Outgo	2014-2015	2013-2014
1.	Value of Import calculated of C.I.F. basis
a.	Raw Material	-	-
b.	Capital Goods	26,374	6542
2.	Expenditure in Foreign Currency
a.	Travelling	2,798	-
b.	Others	8,127	-

There is no foreign exchange earning during the year under review.

13. Employees Remuneration:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Annual Report are being sent to the Members and others entitled thereto, excluding the information on employees particulars, which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. Such particulars shall also be filed with the Registrar of Companies while filing the financial statement and Board Reports.

14. Disclosures:

Particulars of Loans, Guarantees and Investments: During the year under review there are no Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.

Transactions with Related Parties: During the year under review there are no related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

Deposits: Your Company has not accepted any public deposit under Chapter V of the Companies Act, 2013.

Extract of Annual Return: The extract of Annual Return in Form MGT-9 as required underSection 92(3) of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 is annexed to this report.

Sexual Harassment: In perseverance of the mutual prosperity of every member of Live India Family, the Company has always strived to maintain its work atmosphere healthy and harmonious. The driving force of the Company truly comes from the women strength working with the Company and the Company gives utmost value to every single employee working in the Company.

The Company strongly believes to maintain a culture of dignity, respect and security towards women at all times. During the year under review, it was reported by the Internal Complaints Committee (ICC) of the Company, that it has not received a single case in relation to the harassment of women. Thus it gives immense pleasure to report that the Company was able to observe zero tolerance for sexual harassment.

Regulatory Orders: No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Companys operations in future.

Material Changes and Commitments: There are no material changes and commitments other than what is already stated in the financials statements which will affect the financial position of the Company during the period ended March 31, 2015 till the date of the report.

Familiarization Program: In terms of the Listing Agreement, the Company conducts the Familiarization Program for Independent Directors about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various initiatives. The details of the same can be found at: http://www.liveindia.in/sites/all/themes/quatro/pdf/ FamiliarisationProgrammeforIndependentDirectors.pdf

Vigil Mechanism (Whistle Blower Policy): The details of the vigil mechanism (whistle blower policy) are given in the Report on Corporate Governance forming part of this Annual Report. The Company has uploaded the policy on its website at http://www. liveindia.in

15. Change in Promoters and Management:

Prosperity Agro India Limited (PAIL) has entered into a Share Purchase Agreement (SPA) with the promoters of the Company on Thursday, September 26, 2013, whereas the PAIL has agreed to acquire 1,32,40,168 equity shares of Rs. 10/- each of the Company, which represents 52.30% of the total Paid-Up Equity Share Capital/Voting Capital of the Company at a price of Rs. 3.78 per equity share of Rs. 10/- each at a total consideration of Rs. 5,00,47,835.04 payable in cash, subject to the terms and conditions as contained in the SPA.

Subsequently the PAIL has made an open offer to the equity shareholders of the Company to acquire 65,81,640 equity shares representing 26% of the total paid-up equity share capital in compliance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Pursuant to the said SPA, Open Offer and subsequent approval received from Ministry of Information and Broadcasting, PAIL has acquired 1,32,63,241 equity shares of Rs. 10/- each, representing 52.39% of the total Paid-up Equity Share Capital/Voting Capital of the Company in the month of April, 2015.

16. Directors Responsibility Statement:

Pursuant to the requirement under Section 134 (3) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors state that:

i) In preparation of the annual accounts, the applicable Accounting Standards have been followed and there is no material departure;

ii) Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2015 and of the loss of your Company for that year;

iii) Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities, if any;

iv) The annual accounts have been prepared on a going concern basis;

v) Your Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

vi) Your Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively.

17. Acknowledgement and Appreciation:

Your Board places on record the support and wise counsel received from the Government of India, particularly the Ministry of Corporate Affairs, the Ministry of Commerce and the Ministry of Information and Broadcasting throughout the financial year.

Your Board acknowledges all the stakeholders and is grateful for the excellent support received from the bankers, financial institutions, consultants, esteemed corporate clients and customers.

Your Board thanks the investors and shareholders for placing immense faith in them.

Your Board takes this opportunity to express its sincere appreciation for the contribution made by the employees at all levels in your Company. The consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of Board of Directors
Supriya Kanase	Satish K Singh
Chief Executive Officer & Managing Director	Group Editor-In-Chief & Executive Director
(DIN: 03543531)	(DIN: 06732438)
Place: Mumbai
Date: August 14, 2015

Form No. MR- 3

Secretrial Audit Report

For the Financial Year ended 31^st March 2015 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies

(Appointment and Remuneration Personnel) Rules, 2014]

To

The Members

Broadcast Initiatives Limited

CIN: L92130MH2004PLC144371

101 Sumer Kendra Society,

Pandurang Budhkar Marg,

Near Doordarshan Kendra,

Behind M & M Tower,

Worli, Mumbai- 400 013.

We have conducted secretarial audit of the compliances of applicable statutory provisions and the adherence to good corporate practices by Broadcast Initiatives Limited), ("the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Management is responsible for the preparation and filing of all the forms, returns, documents for the compliances under the Companies Act, 2013, regulations laid down by Securities and Exchange Board of India, Laws/Regulations listed hereinafter and to ensure that they are free from material non-compliance, whether due to fraud or error.

Secretarial Audit for the Company is conducted as a process of verification of records and documents on sample basis to check compliance with the Provisions of laws and rules/procedures under the Companies Act, 2013, regulations laid down by the Securities and Exchange Board of India, Policy Guidelines for Uplinking/Downlinking of Television Channels from India issued by Ministry of Information and Broadcasting (MIB), Cable Television Network (Regulations) Act, 1995 and rules framed thereunder, Indian Telegraph Act of 1885 and rules made thereunder issued by Department of Telecommunications, Ministry of Telecommunication and Information Technology and the Telecom Regulatory Authority of India Act, 1997 (TRAI) and Rules, Regulation, orders, etc. listed hereinafter.

The procedure for secretarial audit is selected on the secretarial auditors judgment of material facts of the documents filed. Our responsibility is to express an opinion on the secretarial compliances of the aforesaid laws done by the Company on the basis of our audit. We have conducted our audit solely on the basis of the compliances and filing done by the Company under the aforesaid laws.

Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the directors, officers, agents and authorized representatives of the Company during the conduct of secretarial audit, we report that in our opinion, the Company has, during the financial year ended on 31st March, 2015, complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:.

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2015, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; [not applicable to the Company during the audit period]

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; [not applicable to the Company during the audit period]

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;[not applicable to the Company during the audit period]

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;[not applicable to the Company during the audit period]

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; [not applicable to the Company during the audit period] and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 [not applicable to the Company during the audit period].

We further report that having regards to the Compliance

Systems prevailing in the Company and on examination of relevant documents, records, etc. in pursuance thereof, on test check basis, the Company has complied with the following laws applicable specifically to the Company:

(vi) Other laws applicable specifically to the Company namely:

a) The Policy Guidelines for Uplinking of Television Channels from India issued by Ministry of Information and Broadcasting;

b) Cable Television Network (Regulations) Act, 1995 and rules framed thereunder;

c) Indian Telegraph Act of 1885 and rules made thereunder;

d) Indian Wireless Technology Act 1933 rules made thereunder;

e) The Press Council Act, 1978 and Norms of journalistic conduct under this Act;

f) The Telecom Regulatory Authority of India Act, 1997 and Rules, Regulation, orders, etc. notified thereunder;

g) TRAI- Standards of Quality of Service (Duration

of Advertisements in Television Channels) (Amendment) Regulations, 2013;

h) TRAI- Standards of Quality of Service (Digital Addressable Cable TV Systems) Regulations, 2012;

i) TRAI- The Telecommunication (Broadcasting and Cable Services) Interconnection Regulation 2004;

j) TRAI- The Telecommunication (Broadcasting and Cable Services) Interconnection (Digital Addressable Cable Television Systems) Regulations, 2012;

We have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India,-[not applicable to the Company as the same were not notified for the audit period]

b) The Listing Agreements entered into by the Company with Stock Exchange(s).

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

The Companies Act, 2013 (hereinafter referred to as the Act):

a. Company has not appointed woman director within 1 year from 1st April 2014 as required under section 149 of the Act;

The Listing Agreements entered into by the Company with Stock Exchange(s):

a. As per clause 49II (A), Company does not have optimum combination of executive and non-executive directors.

Standards of Quality of Service (Duration of Advertisements In Television Channels) Regulations, 2012:

a. Company has not complied with the provisions of regulation 3(1) of Chapter II and regulation 5 of Chapter III.

The Policy Guidelines for Uplinking of Television Channels from India issued by Ministry of Information and Broadcasting:

a. Company has appointed Mr. S. K. Singh as Executive Director before approval of Ministry of Information and Broadcasting.

We further report that:

The board of directors of the Company was not duly constituted with proper balance of executive directors, non-executive directors and independent directors and the Company had not appointed woman director on its board within stipulated time.

Adequate notices were given to all directors of the board meetings at least seven days in advance including agenda and detailed notes on agenda. A system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the board were unanimous and hence no dissenting views have been recorded.

We further report that based on the information provided by the Company, its officers and authorised representatives during the conduct of the audit and also on the review of representation provided by the officers, company secretary, directors of the Company, in our opinion, adequate systems, processes and control mechanism exist in the Company to monitor and ensure compliance with the applicable laws, rules, regulations and guidelines as mentioned above.

For Prajot Tungare & Associates

Company Secretaries

CS Prajot Tungare

Partner FCS: 5484

CP No: 4449

Place: Mumbai

Date: 14^th August 2015.

Disclosure pertaining to remuneration as per Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Remuneration Paid to Directors during the year

Sr. No.	Name	Designation	Amount Paid (In Rs. Lacs)
1.	Mr. Waryam Singh	Non-Executive Director	0.80
2.	Mr. M S Kapur	Independent Director	0.90
3.	Mr. Deepak Sharma	Independent Director	1.10
4.	Mr. Satish K Singh	Executive Director	5.00

* Mr. Waryam Singh has resigned as Director of the Company as at the close of business on March 12, 2015.

** Mr. Satish K Singh has appointed as an Executive Director of the Company with effect from March 21, 2015.

b) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-2015 is as follows:

Sr. No.	Name	Designation	Ratio for financial year 2014-2015
1.	Mr. Waryam Singh	Non-Executive Director	Nil
2.	Mr. M S Kapur	Independent Director	Nil
3.	Mr. Deepak Sharma	Independent Director	Nil
4.	Mr. Satish K Singh	Executive Director	2.66

The medium remuneration of the employees has been considered as the base i.e. 1. The ratio is an indicator of the multiple of the compensation paid to the Directors.

c) Percentage increase in remuneration of each Director, CEO, CFO and CS in the financial year is provided herewith:

Sr. No.	Name	Designation	% increase
1.	Mr. Waryam Singh	Non-Executive Director	Nil
2.	Mr. M S Kapur	Independent Director	Nil
3.	Mr. Deepak Sharma	Independent Director	Nil
4.	Mr. Satish K Singh	Executive Director	2.66
5.	Ms. Supriya Kanase	Chief Executive Officer	Nil
6.	Mr. Hrishikesh Kanase	Chief Financial Officer	Nil
7.	Ms. Gandhali Bage	Company Secretary	76.39 %
8.	Mr. Avinash Godse	Company Secretary	Nil

d) Median Remuneration: The median remuneration of employees of the Company during the financial year 2014-2015 was Rs. 1.88 Lacs.

e) Percentage increase in the median remuneration of employees in the financial year:

The median salary for the financial year 2014-2015 is Rs. 1.88 Lacs as against Rs. 1.24 Lacs in the previous year. The percentage increase in the median is thus 51.61%. The expression "median" means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lower value to highest value and picking the middle one; and if there is an even number of observations, the median shall be average of the middle values.

f) Number of permanent employees on the rolls of Company: As of March 31, 2015, the Company had 775 permanent employees on its rolls.

g) Explanation on the relationship between average increase in remuneration and Company performance:

The increase in remuneration is guided by the following factors:

i. Company performance in terms of revenue generation and channel viewership

ii. Individual performance- Achievement of targets/goals

iii. Industry trends/pay-scales based on survey data

iv. Salary rationalization and fitment based on role and relevance

v. Cost of living/Location of work

The compensation is expected to ensure availability and sustainability of suitable manpower. It is also expected to ensure retention and continued value which enables the Company to perform better. The compensation is intended to ensure global competitiveness.

h) Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

Sr. No.	Name	Designation	Amount Paid (In Rs. Lacs)	Ratio to Revenue	Ratio to Net Profit
1.	Ms. Supriya Kanase	Chief Executive Officer	90.00	7.39%	Nil
2.	Mr. Hrishikesh Kanase	Chief Financial Officer	Nil	N.A.	N.A.
3.	Mr. Satish K Singh	Executive Director	5.00	0.41	Nil
4.	Ms. Gandhali Bage	Company Secretary	6.74	0.55	Nil
5.	Mr. Avinash Godse	Company Secretary	1.24	0.00	Nil

* Mr. Satish K Singh has appointed as an Executive Director of the Company with effect from March 21, 2015.

** Ms. Gandhali Bage has resigned as a Company Secretary of the Company as at the close of business on December 17, 2014.

*** Mr. Avinash Godse has appointed as a Company Secretary of the Company with effect from January 01, 2015.

i) Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Year Ended	Market Capitalization (In Lacs)	Earning per Share (In Rs.)	P/E Ratio	Closing Market Price on BSE (In Rs.)	Last Public Offer Price (IPO in 2007) (In Rs.)	% increase in market price over last public offer	% of increase in year of year market price
31.03.2014	835.36	(7.90)	Nil	3.30	120.00	Nil	Nil
31.03.2015	848.02	(21.14)	Nil	3.35	120.00	Nil	Nil

j) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in salaries is 21.67 % for non-managerial personnel.

There is no increase in the percentile computation for Directors. In case of Non-Executive Directors the average increase in remuneration is due to increase in the number of meetings of the Board members during the year.

k) The key parameters for any variable component of remuneration availed by the Directors:

The compensation for Executive Directors is term based. The Executive Directors compensation has an incentive plan based on achievement of target revenues by the Company.

In case of the other Directors, the compensation is Sitting Fee for meetings attended. The increases in the current year are due to increase in the number of meetings.

The variable component of remuneration of Directors is based on performance of the Company.

l) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year:

The Company has no employee who is not a Director and receives remuneration in excess of the highest paid Director during the year. Hence, there is no statistical information to be provided in this regard by the Company.

m) Affirmation that the remuneration is as per the Remuneration Policy of the Company:

The Company has a policy on the appointment and remuneration of Directors and Key Managerial Personnel which is addressed by the Nomination and Remuneration Committee of the Company. The Human Resource Management generally aligns the recruitment plans for the strategic growth of the Company.

T he Company is committed to maintaining consistency with the remuneration policy. The policy is reviewed at least once annually. In case of any conflict between the statute and the Company policy due to any enactment, amendment to the law, the more liberal of the statute or the Company policy shall prevail.

Form No. MGT- 9 Extract of Annual Return

Pursuant to the provisions of the Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Extract of Annual Return of the Company for the financial year ended on March 31, 2015 is as follows:

I. Registration and other details

CIN	L92130MH2004PLC144371
Registration Date	February 04, 2004
Name of the Company	Broadcast Initiatives Limited
Category of the Company	Company Limited by Shares
Sub-Category of the Company	Indian Non-Government Company
Address of the Registered Office and contact details	101, Sumer Kendra Society, Pandurang Budhkar Marg, Near Doordarshan
	Kendra, Behind M & M Tower, Worli, Mumbai- 400013
	Tel.: 022-61709777
Whether listed Company	Yes
Name, address and contact details of Registrar and Transfer Agent, if any	Link Intime India Private Limited
	Unit: Broadcast Initiatives Limited
	C-13, Pannalal Silk Mills Compound, L.B.S. Marg,
	Bhandup (West), Mumbai- 400078.
	Contact Person: Mr. Ganapati Haligouda
	Tel. : +91 (22) 2594 6970/ 2594 6960
	Fax : +91 (22) 2594 6969
	E-mail : rnt.helpdesk@linkintime.co.in
	Website : www.linkintime.co.in