Dear Shareholders
Your Directors have pleasure in presenting the Thirty-Fourth Annual Report of the
Company together with the Audited Accounts for the year ended 31st March, 2016.
The Board of Directors of the Company is pleased to inform you that during the year
Company has successfully installed commercial Earth station (Teleport) and obtained
Teleport Operating License for from WPC Department of Ministry of Communication,
Government of India. This has resulted into start another stream of revenue for the
Company. Revenue from the teleport business has been started from last quarter of
Financial Year 2015-16. Management is looking forward to develop and expand Teleport
Business aggressively in future.
During the year Company has applied for license to operate DSNG Vans and entered into
bandwidth agreement with Satellite Service Provider for DSNG hiring operations. Management
expects to receive necessary regulatory approvals in the next financial year i. e.
Financial Year 2016-17. Management of the Company envisage good prospect of DSNG hiring
business and revenue for the Company in coming year.
1. FINANCIAL HIGHLIGHTS
FINANCIAL RESULTS & WORKING OF THE COMPANY
| Particular |
Year Ended |
|
31st March, 2016 |
31st March, 2015 |
| Profit/(Loss)Before Tax |
(25.45) |
(82.55) |
| Less : Provision for Tax |
|
|
| 1. Current tax |
NIL |
NIL |
| 2. Short Provision of Tax |
0.08 |
NIL |
| 3. Deferred Tax |
5.40 |
(23.95) |
| Profit/( Loss) After Tax |
(30.93) |
(58.60) |
| Add : Balance brought from previous year after making adjustments relating to Fixed
Assets |
(652.29) |
(593.69) |
| Balance carried to Balance Sheet |
(683.22) |
(652.29) |
2. DIVIDEND & RESERVE
In view of the loss incurred during the year under review, the Board of Directors do
not recommend any dividend for the financial year ended 31st March, 2016. During the year
under review, no amount was transferred to General Reserve.
3. PERFORMANCE REVIEW
The performance of the Company during the current year has not been up to the
expectation due to high volatility in the market. Your Directors are making all efforts to
improve the performance of the Company further in future.
4. SHARE CAPITAL
The paid up equity capital as on March 31, 2016 was Rs. 10 Crore. During the year under
review, the Company has not issued shares with differential voting rights nor has granted
stock options or sweat equity.
5. LISTING OF EQUITY SHARES
The Equity Shares of your Company are presently listed on Bombay Stock Exchange (BSE).
Listing fees for the financial year 2015-16 have been paid to Stock Exchange. The Company
has also paid the annual custodian fees to NSDL & CDSL for the Securities of the
Company held in dematerialized mode with them for the year 2015-2016.
6. FIXED DEPOSITS
During the year under review, your Company has not accepted any deposits within the
meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
7. LOANS, GUARANTEES AND INVESTMENTS
Pursuant to Section 186(11) of the Companies Act, 2013 any acquisition made by a
nonbanking financial Company are exempted from disclosure in the Annual Report.
8. CORPORATE SOCIAL RESPONSIBILITY
The Company had not taken any initiatives on the activities of Corporate Social
Responsibilities as the provisions relating to the same are not applicable to the Company.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year, Company could not find any suitable Woman Director to promote the
Business of the Company, however the efforts are continue and very soon the Woman Director
will be appointed.
In accordance with the provisions of the Act, Shri Prabhat Jain retires and is eligible
for re-appointment. The Board recommends their appointment/re-appointment fpr the approval
of the members.
10. BOARD EVALUATION
Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board
has carried out an evaluation of its own performance, performance of the Directors as well
as the evaluation of the working of its committee.
The performance evaluation of the Independent Directors was carried out by the entire
Board, excluding the Director being evaluated. The performance evaluation of the Managing
Director and Non Independent Director was carried out by the Independent Directors at
their meeting without the attendance of Non-Independent Directors nd members of the
management. The Nomination & Remuneration Committee also k:vi,o J the performance of
the Board, its Committee and of the Directors. The Directors were satisfied with the
evaluation results.
11. NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the financial year 2015-
16 forms part of Report on Corporate Governance.
12. NOMINATION & REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and other employees of the Company.
This policy also lays down criteria for selection and appointment of Board Members. The
policy is stated in the Report on Corporate Governance.
13. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a mechanism called "Whistle Blower Policy" for Directors and
employees to report genuine concerns or grievances.
14. RISK MANAGEMENT POLICY
The Company has a Risk Management Policy in accordance with the provisions of the Act
and Clause 49 of the Listing Agreement, which provides a mechanism for risk assessment and
mitigation. At present the Company has not identified any element of risk which may
threaten the existence of the Company.
15. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013.
Your Directors state that during the year an Internal Complaint Committee has been
formed to review the cases filed pursuant to Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and further state that, there were no
cases reported in respect to above mentioned Act.
16. RELATED PARTIES TRANSACTION
All related party transactions that were entered into during the financial year were in
the ordinary course of the business and were on arms length basis. There were no
materially significant related party transactions entered by the company with Promoters,
Directors, Key Managerial Personnel or other persons which may have potential conflict
with-jnterest of the company at large. The policy on Related Party transaction as approved
by Board of Directors has been uploaded on the website of the Company.
Details of the transactions with Related Parties are provided in the accompanying
financial statements.
17. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS
During the year, there are no significant and material order passed by the
Regulators/Courts which would impact the going concern of the Company and its future
operation.
18. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to
state that:
i) in the preparation of the annual accounts, the applicable accounting standards have
been followed.
ii) the directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit or loss of the Company for the year under review.
iii) the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) the directors have prepared the annual accounts on a going concern basis.
v) the 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) the directors had devised proper system to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.
19. AUDITORS REPORT/SECRETARIAL AUDIT REPORT
The observation made in the Auditors Report read together with relevant notes thereon
are self explanatory and hence, do not call for any further comments under Section 134 of
the Companies Act, 2013. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
20. AUDITORS
• Statutory Auditors
Messers. K. U. Kothari & Co., Chartered Accountants, Statutory Auditors of the
Company, holds office till the conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment.
The Company has received letter from the Auditors to the effect that their
reappointment, if made, would be within the prescribed limits under the Companies Act,
2013 and they are not disqualified for re-appointment. The Board recommends the
appointment of the auditors from conclusion of ensuing Annual General Meeting till the
conclusion of next Annual General Meeting.
• Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company
had appointed M/s. Saurabh Srivastava & Associates, a firm of Company Secretaries in
Practice to undertake the Secretarial Audit of the Company for the year ended 31st March,
2016. The Secretarial Audit Report is annexed herewith to C report.
21. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and
Administration) Rules, 2014, the extract of Annual Return in form MGT-9 is annexed
herewith to this Report.
22. FOREIGN EXCHANGE
During the period under review there was no foreign exchange earnings or out flow.
23. STATUTORY INFORMATION
The Company being basically in the media sector, requirement regarding the disclosure
of particulars of conservation of energy and technology absorption prescribed by the rules
is not applicable.
24. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 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. There are no employees who are in receipt
of remuneration in excess of the limit specified under Rule 5 (2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
25. EMPLOYER EMPLOYEE RELATIONSHIP
The Company has maintained a cordial relationship with its employees, which resulted in
smooth flow of business operations during the year under review.
26. CORPORATE GOVERNANCE MANAGEMENT DISCUSSION & ANALYSIS REPORTS
As per the Listing Agreement with the Stock Exchanges, the Company has implemented the
Code on Corporate Governance. The Corporate Governance compliance certificate obtained
from the Auditors of the Company is attached to Report on Corporate Governance.
The Management Discussion and Analysis Report and the Report on Corporate Governance
are given in the annexure attached to this report. The Board members and Senior management
personnel have confirmed compliance with the Code of conduct.
27. ACKNOWLEDGEMENTS
Your Directors acknowledge the support and owe a debt of gratitude to the Members,
Investors, Consultants & Bankers. Your Directors also place on record their sense of
appreciation for the valuable contribution made by the employees of the Company.
| For Aastha Broadcasting Network Limited |
For Aastha Broadcasting Network Limited |
| Kishan wr Sharma |
Siddhartha Ananta Bhargava |
| Chairman & Managing Director |
Director |
| DIN : 01202360 |
DIN : 02465853 |
| Plavce : Haridwar |
|
| Date : 30th May 2016 |
|
+91-9892691696
