Sea TV Network Ltd Directors Report.

To,

The Members,

Sea TV Network Limited

The Board of Directors hereby submits 15th (Fifteenth) Annual Report of the business and operations of your Company (‘the Company or Sea TV) along with the audited financial statements, for the financial year ended March 31st, 2019.

FINANCIAL PERFORMANCE

The financial performance of the company for the year ended on 31st March 2019 is summarized as under:

(in Lakhs)*

Particulars For the year

Standalone

Consolidated

ended 2019 2018 2019 2018
Revenue from operations 1215.08 1409.19 1355.58 1637.18
Other income 40.00 30.39 37.71 28.65
Total 1255.09 1439.57 1393.29 1665.84
Less: Employee Benefit Expense 269.57 325.77 466.60 482.63
Less: Finance Cost 3.84 4.09 5.43 8.17
Less: Depreciation 719.07 623.49 797.41 677.83
Less: Other Expenses 1025.62 2174.74 1141.76 2537.51
Total Expenses 2018.09 3128.11 2411.21 3706.14
Profit Before Taxes (763.01) (1688.53) (1017.92) (2040.30)
Less: Tax of earlier years - 0.72 - 0.72
Deferred Tax - - (5.13) -
Profit (Loss) After Tax (763.01) (1689.25) (1012.78) (2041.02)

*figures are re-stated as per IND-AS

FINANCIAL STATEMENT

The Ministry of Corporate Affairs has announced adoption and applicability of Indian Accounting Standards (Ind AS) for Companies other than Banking Companies, Insurance Companies and NBFCs by notification dated 16th February, 2015 and with reference to the same, company has complied with the IND-AS for the financial year 2018-19 and prepared its standalone and consolidated financial results according with (Indian Accounting Standards) Rules 2015.

PERFORMANCE OF SUBSIDIARIES

As per section 2(87) (ii) of the Companies Act, 2013, Sea TV Network Limited having two wholly owned subsidiaries which are:-

1. Jain Telemedia Services Limited;

2. Sea News Network Limited.

Particulars For the year

Jain Telemedia Services Limited

Sea News Network Limited

ended 2019 2018 2019 2018
Revenue from operations 196.68 330.93 34.56 9.30
Other income 3.71 4.26 - 22.75
Total 200.39 335.20 34.56 32.05
Less: Employee Benefit Expense 174.65 157.18 12.42 9.64
Less: Finance Cost 1.08 1.62 0.52 2.45
Less: Depreciation 36.43 19.56 47.56 29.11
Less: Other Expenses 190.96 232.29 21.93 271.47
Total Expenses 403.12 410.65 82.43 312.68
Profit Before Taxes (202.73) (75.45) (47.87) (280.62)
Less: Current Taxes/ Deferred Taxes (2.76) (2.37) - -
Profit (Loss) After Tax (199.97) (73.08) (47.87) (280.62)

^figures are re-stated as per IND-AS SHARES:

(a) CHANGES IN CAPITAL STRUCTURE

Companys Capital structure contain 100% Equity Capital only and during the year Company has not issued any Sweat Equity Shares, Bonus Shares, shares with differential rights nor made the buyback of its securities issued and thus the paid-up capital of the company remain same as it was in previous year i.e. Rs.12,02,00,000/- (Rupees Twelve Crores and Two Lakhs only).

(b) EMPLOYEES STOCK OPTION PLAN

During the year under review, Company has not granted any Stock Options. Further there were no Stock Options outstanding as at the close of March 31, 2019. Hence there are no disclosures provided, as required under Clause 12 (Disclosure in the Directors Report) of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

DIVIDEND

As the Company has incurred losses during the financial year 2018-19, the Directors not recommended any dividend for the financial year 2018-19 and hope for the better performance in future.

TRANSFER TO RESERVE

Since there are no profits, the Company has not transferred any funds to the General Reserve during the financial year 2018-19.

EXTRACT OF ANNUAL RETURN

As provided under Section 92(3) of the Act, the details forming part of the extract of the Annual Return in Form MGT- 9 is annexed herewith as Annexure-I.

PUBLIC DEPOSITS

During the year under review Company has not accepted any deposits from the public under Section 2(31) of the Companies Act, 2013, and there are no deposits with the company which are not in compliance with the requirements of the Chapter V of the Companies Act, 2013.

CHANGE IN NATURE OF BUSINESS, IF ANY,

There is no Change in the nature of the business of the Company during the financial year 2018-19.

DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

There is no significant and material order passed by the regulators or courts or tribunals which would impact the going concern status of Company and its future operation.

MATERIAL SUBSIDIARIES

Company has constituted a policy for determining ‘material subsidiaries as approved and further reviewed by the Board as per Listing Regulation, 2015, is putted over the website of the Company (URL http://www.seatvnetwork.com/Invester Relationship.aspx).

As per Regulations 16(1)(c) of the SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 Jain Telemedia Services Limited is the only material subsidiary Company of the Company whose income exceeding the 20% of the consolidated total income of the Company and its subsidiaries.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT

Details of internal financial control and its adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

RISK MANAGEMENT

The Company has voluntarily constituted a Risk Management Committee (RMC) which has been entrusted with responsibility to assist the Board in

a) Overseeing the Companys risk management process and controls, risk tolerance and capital liquidity and funding

b) Setting strategic plans and objectives for risk management and review of risk assessment of the Company

c) Review the Companys risk appetite and strategy relating to key risks, including credit risk, liquidity and funding risk, market risk, product risk and reputational risk, as well as the guidelines, policies and processes for monitoring and mitigating such risks.

The Company has adopted the same Risk Management Policy as per the provisions of the Companies Act, 2013 (hereinafter referred to as the Act), which has been further reviewed by the Board as per Listing Regulations, 2015 and uploaded on the website of the company (URL: http://www.seatvnetwork.com/Invester Relationship.aspx). It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk. The Board takes responsibility for the overall process of risk management in the organization.

AUDITORS AND AUDITORS REPORT

M/s Doogar & Associates, Chartered accountant (FRN:000561N) was appointed in the 13th (Thirteenth) Annual General Meeting of the Company for conducting the audit for 5(five) years from the FY 2017-18 to FY 2021-22. Consequent to the amendments dated 7th May 2018 to Companies Act, 2013, ratification of appointment of the statutory auditor at every Annual General Meeting is no longer required.

The Board has duly examined the Report issued by the Statutory Auditors of the Company on the Accounts for the financial year ended March 31st, 2019. The notes on Accounts, as presented in this Annual Report, are self-explanatory in this regard and hence do not call for any further clarification. Further, the report of the Statutory Auditors along with notes to Schedule is enclosed to this report.

The Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

M/s Amit Gupta & Associates, Practicing Company Secretaries were appointed as secretarial auditors of the Company for the year 2018-19 as required under Section 204 of the Companies Act, 2013 and Rules made thereunder. The secretarial audit report for FY 2018-19 in Form MR.-3 forms part of the Annual Report at Annexure-II and carries no qualifications, reservations, adverse remarks or disclaimers and hence no explanations are required.

The Board has appointed M/s. Amit Gupta & Associates, Practicing Company Secretaries, as the secretarial auditor of the Company for the financial year 2019-20

In terms of the provisions of regulation 24A of the SEBI (LODR) regulations, 2015, the Secretarial Audit Report of wholly owned material unlisted subsidiary Jain Telemedia Services Limited for the year 2018-19 is also annexed as Annexure-III. The report carries no qualifications, reservations, adverse remarks or disclaimers and hence no explanations are required.

COST AUDIT

At present the Cost Auditing provisions are not applicable on our company as our company is outside the threshold limit of Cost Auditing as define by Companies Act, 2013 and the rules made there under.

SUBSIDIARY COMPANIES

We along with our subsidiaries provide satellite channels, Cable TV Network in all or any languages. Our Company has two subsidiaries i.e. SEA NEWS NETWORK LIMITED and JAIN TELEMEDIA SERVICES LIMITED. During the year, the Board of Directors reviewed the affairs of the subsidiaries. In The accordance with the Section 129(3) of the Companies Act, 2013 our Company has prepared the consolidated financial statement of the Company and of its subsidiaries in compliance with IND-AS, which form a part of the annual Report. Further, a statement containing the salient feature of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure-IV to the Boards Report. The statement also provides the details of performance, financial position of each of the Subsidiary.

In accordance with the Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited account of each of the subsidiary, are available on the website of stock exchange and also over the website of our company https://www.seatvnetwork.com These documents will also be available for inspection during business hours at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.

BOARD MEETINGS

During the year under review, 8 (Eight) Board Meetings were convened and held. Details of the composition of the Board and its Committees and of the Meetings held attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report, forming part of annual report is annexed separately.

BOARD EVALUATION

The Nomination & remuneration Committee, as reported in earlier years, formulated the Policy on Board evaluation, evaluation of Board Committees functioning and individual Director evaluation, and also specified that such evaluation will be done by the Board, pursuant to the Act and the Rules thereunder and the Listing Regulations 2015. In keeping with Companys belief that it is the collective effectiveness of the Board that impacts Companys performance, the primary evaluation platform is that of collective performance of the Board as a whole. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the Listing Regulations 2015 read with the Companys Governance Policy. The parameters for Board performance evaluation have been derived from the Boards core role of trusteeship to protect and enhance shareholder value as well as to fulfill expectations of other stakeholders through strategic supervision of the Company. Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by the respective Committee Chairman with the Board. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings, in assisting the Board in realizing its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals. While the Board evaluated its performance against the parameters laid down by the Nomination & Compensation Committee, the evaluation of individual Directors was carried out against the laid down parameters, anonymously in order to ensure objectivity. Reports on functioning of Committees were placed before the Board by the Committee Chairmen. The Independent Directors Committee of the Board also reviewed the performance of the non-Independent Directors and the Board, pursuant to Schedule IV to the Act and Regulation 25 of the Listing Regulations 2015.

AUDIT COMMITTEE & VIGIL MECHANISM

Pursuant to requirement of section 177(1) of Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules, 2014 and as per Regulation 18 of the Listing Regulations, 2015, Company has reviewed the formation and responsibilities of the Audit Committee, composition of which is covered under Corporate Governance report section of this Annual Report.

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, which has been further reviewed by the Board as per Listing Regulations, 2015, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. The policy of vigil mechanism as approved by the Board is available on the Companys website (URL: http://www.seatvnetwork.com/Invester Relationship.aspx).

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of the programme for familiarization of the Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the company (URL: http://www.seatvnetwork.com/Invester Relationship.aspx). The same has been reviewed by the board as per Listing Regulations, 2015.

CREDIT RATING

The Companys financial discipline and prudence is reflected by rating agencies as given below: Brickwork has provided BWR "D" rating on fund based.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly followed.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to requirement of section 178 of Companies Act, 2013 read with the rules made thereunder and as per Regulation 19 of the Listing Regulations, 2015, Company has reviewed the formation and responsibilities of the Nomination and Remuneration Committee, composition of which is covered under Corporate Governance report section of this Annual Report.

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The Nomination and Remuneration Committee conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re-appointment is required.

At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. On 31st March, 2019 the board consists of 6 members, three of whom are Independent and two are executive directors and one is non executive director.

The policy of the company on directors appointment and remuneration including the criteria for determining qualifications, positive attributes and independence of Directors and other matter as required under Section 178 (3), which has been further) reviewed by the Board as per Listing Regulations, 2015 is uploaded on the website of the company (URL: http://www.seatvnetwork.com/Invester Relationship.aspx here has been no change in the policy since last fiscal year. The remuneration paid to the directors is as per the terms laid out in the policy of the company.

ANNUAL LISTING FEES

The Company is regularly complying with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has its equity shares listed on BSE Limited. The Company has paid listing fees for the year 2018-19. The Company has also established connectivity with both depositories, NSDL and CDSL.

STATE OF THE COMPANYS AFFAIR

The details of the state of the Companys affair during the year are given below:

a. Production and Profitability: Companys itself and its wholly owned subsidiary "JAIN TELEMEDIA SERVICES LIMITED" and "SEA NEWS NETWORK LIMITED" not able to earn profit for the financial year 2018-19.

b. Sales: The Sales of Company is Rs. 1255 Lakhs for the financial year 2018-19 as compare to Rs.1439 Lakhs for financial year 2017-18.

c. Marketing and Market environment: The television industry continued to have a dynamic operating environment in 2018-19. The Television industry grew 12% in 2018 to reach INR740 billion.

d. Future Prospects including constraints affecting due to Government policies: The Company will take each endeavour to achieve the fixed targets. In the achievement of the said target there will be always some constraints, like change in govt. policies. Increase in the applicable tax rates in future can raise the problem of price escalation before the company.

REMUNERATION POLICY

The Company has in place a Remuneration Policy for the Directors, Key Managerial Personnel and other employees pursuant to the provisions of the Act, which is further reviewed by the board as per Listing Regulation 2015, is uploaded on the website of the company (URL: http://www.seatvnetwork.com/Invester Relationship.aspx)

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company seeks to maintain an appropriate mix of executive and independent directors in order to maintain the independence of the Board and segregate the functions of governance and management. The Board consists of professionally qualified individuals from diverse backgrounds with wide experience in business, education, finance and public service. As at year end, the Board consists of 6 directors, one of whom is Chairman & Managing Director, one is Whole-time directors, one is non executive non Independent and three are Independent directors. Your Company, in compliance with section 178(1) of the Companies Act, 2013 read with The Companies (Meeting of Board and its Powers) Rules, 2014, has duly constituted a Nomination and Remuneration Committee. This committee is chaired by an independent director and formulates the criteria for determining qualifications, positive attributes, independence of a director and other matters.

Appointment and the remuneration of Board members, key managerial personnel or one level below the Board level is fixed on the basis of the recommendation of the Nomination and Remuneration Committee made to the Board, which may ratify them, with or without modifications. Disclosures pursuant to the requirements of section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of this Board Report. The Company affirms that there has been no change in this policy and that the remuneration paid to directors is as per the terms laid out in this policy.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board currently comprises of 6 (six) Directors, 3 (three) of which are Independent Directors, 2 (two) are Executive Director and 1(one) is Non-Executive Non-Independent Director.

Mr. Ajay Goel was appointed on the designation of Chief Financial Officer with effect from 09th May 2018, who also resigned from the office w.e.f. 01st October 2018 during the year as under review. Further after the closure of financial year Mr. Manish Jain has been appointed on the Designation of Chief Financial Officer (CFO) as on dated 11th June, 2019.

Furthermore, Ms. Vandana Rathore has tendered her resignation from the post of Company secretary & Compliance officer of the company and Ms. Snehal Agarwal appointed on the same post with effect from 17th June, 2019.

Apart from this, there is no change in the Directors and Key Managerial Personnel during the year as under review.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee and based on the performance evaluation, background and experience and contributions made by them during their tenure, has considered that the association of Mr. Tika Ram Sharma, Mr. Narendra Kumar Jain & Mr. Rajeev Kumar Jain would be beneficial to the Company and had accordingly recommended for their re-appointment as an Independent Director for another term of Five (5) consecutive years with effect from the conclusion of this 15th Annual General Meeting. The Board has also recommended for approval of members for continuance of Mr. Tika Ram Sharma, who has attained the age of 75 years as an Independent Director from April 01, 2019 to the date of ensuing AGM.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Pankaj Jain retires by rotation is eligible for re-appointment and pursuant to Sections 152 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Listing Regulations, 2015. The independent Directors are not liable to retire by rotation.

Appropriate resolutions seeking your approval to the above are appearing in the Notice convening the 15thAGM of your Company.

Attributes. Qualifications & Independence of Directors and their Appointment

The Nomination & remuneration Committee, adopted the criteria for determining qualifications, positive attributes and independence of Directors, including Independent Directors, pursuant to the Act and the Rules thereunder. The Corporate Governance Policy, inter alia, requires that Non-Executive Directors be drawn from amongst eminent professionals, with experience in business/finance/law/public administration and enterprises. The Board Diversity Policy of your Company requires the Board to have balance of skills, experience and diversity of perspectives appropriate to the Company. The skills, expertise and competencies of the Directors as identified by the Board, are provided in the ‘Report on Corporate Governance forming part of the Report and Accounts. The Articles of Association of your Company provide that the strength of the Board shall not be fewer than three nor more than fifteen. Directors are appointed/re-appointed with the approval of the Members for a period of three to five years or a shorter duration, in accordance with retirement guidelines and as may be determined by the Board from time to time. All Directors, other than Independent Directors and Managing Director are liable to retire by rotation, unless otherwise approved by the Members. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

Details of the Companys Policy on remuneration of Directors, Key Managerial Personnel and other employees is provided in the ‘Report on Corporate Governance forming part of the Report and Accounts.

DECLARATION BY AN INDEPENDENT DIRECTOR UNDER SECTION 149(6)

As per the requirement of section 149(7), the Company has received a declaration from every Independent Director that he or she meets the criteria of independence as laid down under section 149(6) read with rule 5 of the Companies (Appointment and Qualification of Directors) Rule, 2014 and Regulation 25 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Independent Directors of your Company have confirmed that (a) they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 of the Listing Regulations 2015, and (b) they are not aware of any circumstance or situation, which could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence. Further, in the opinion of the Board, the Independent Directors fulfill the conditions prescribed under the Listing Regulations 2015 and are independent of the management of the Company.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There is no material changes and commitment made that affect the financial position of the company. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of the section 134(5) of the Companies Act 2013, directors state and confirm:-

1. The financial statement comprising of the Balance Sheet as at March 31, 2019 and the Statement of Profit & Loss for the year ended on that date are prepared in accordance with the accounting standard issued by the Institute of Chartered Accountant of India and the requirement of the Companies Act, 2013 to the extent applicable to us.

2. They 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 the Company at the end of the financial year and of profit or loss of the Company for the year under review.

3. They have taken sufficient care to maintain adequate accounting records in accordance with the provision of Companies Act, 2013, to safeguard the Assets of the company and to prevent and detect fraud and other irregularities and

4. They have prepared the accounts on a going concern basis.

5. They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

(Please refer to the Section "Internal Control Systems and their Adequacy" in the Management Discussion and Analysis report.)

GOING CONCERN STATUS

There is no significant or material order passed during the year by any regulator, court or tribunal impacting the going concern status of the Company or its future operations.

KEY FINANCIAL RATIOS

Key Financial Ratios for the financial year ended 31st March, 2019, are provided in the Annexure forming part of this report.

CHANGES IN SHARE CAPITAL

There was no change in share capital of the Company during the year under report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and of Listing Regulations, 2015. There are Related Party Transactions made by the Company with Subsidiary companies, Group Companies, Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee comprising Mr. Rajeev Kumar Jain, Mr. Narendra Kumar Jain & Mr. Pankaj Jain being the members of the Committee, for its approval. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved and further reviewed by the Board as per Listing Regulations, 2015 is uploaded on the Companys website (URL: http://www.seatvnetwork.com/Invester Relationship.aspx).

Details of contracts or arrangements or transactions not at arms length basis and Details of material contracts or arrangement or transactions at arms length basis pursuant to section 134(3)(h) of the Act, read with rule 8(2) of the Companies (Accounts) Rules, 2014, in form AOC-2, is NIL.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION) RULES, 2014

The ratio of remuneration of each director to the medium remuneration of the employees of the company for the financial year under the review and the statement containing the particulars of employees in accordance with the rule 5(2) of the Companies (Appointment and Remuneration of managerial Personnel), Rules, 2014 is given in Annexure-V.

CORPORATE GOVERNANCE & CORPORATE SOCIAL RESPONSIBILITY

Corporate Governance has two basic tenets they are Transparency and Accountability. We at SEA TV NETWORK LIMITED are committed to do things the right way which means taking business decisions and acting in a way that is ethical and is in compliance with the applicable legislation.

In terms of Schedule V of Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by the Secretarial Auditors of the Company is attached and forms an integral part of this Annual Report. Management Discussion and Analysis Report as per Listing Regulations are presented in separate sections forming part of the Annual Report.

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, Board has reviewed and approved various Policies including Code of Conduct for Directors & Senior Management, Material Subsidiary Policy, Insider Trading Code, Whistle Blower and Vigil Mechanism Policy, Related Party Transaction Policy and Remuneration Policy. All these policies and codes have been uploaded on Companys corporate website www.seatvnetwork.com Additionally, Directors Familiarization Programme and Terms and Conditions for appointment of Independent Directors can be viewed on Companys corporate website www.seatvnetwork.com

We believe that any meaningful policy on corporate governance must provide empowerment to the executive management of the company, and simultaneously create a mechanism of checks and balances which ensures that the decision making powers vested in the executive management is not misused, but is used with care and responsibility to meet stakeholder aspirations and societal expectation.

Corporate Governance is also related to innovation and strategy as the organizations idea of innovation and strategies are to enhance stakeholders satisfaction.

Constitution of Audit Committee, Nomination & Remuneration Committee and there Terms of References in accordance with the provisions of Section 177 and 178 of Companies Act, 2013, as per 18 &19 Listing

Regulations, 2015 have been provided in the Corporate Governance Report mentioned in other parts of the report.

The Board of Directors is also responsible for and committed to sound principals of corporate governance in the company. The Board plays a crucial role in overseeing how the management serves the short and long term interest of the shareholders and stakeholders. This believes is reflected in our governance practices, under which we strive to maintain an effective, informed and independent Board. We keep our governance practice under continues review and benchmark ourselves to the best practices.

At present Corporate Social Responsibility provision is not applicable on our company as our company is outside the threshold limit of CSR as define by Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Particulars of loans, guarantees and investments made by the Company required under section 186 (4) of the Companies Act 2013 form part of the notes to the financial statements provided in this Annual Report.

PARTICULARS OF EMPLOYEES

The disclosure as required under the provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the names of the top ten employees in terms of remuneration drawn given as follows:-

1 Sl. No. Name of Employee Amount (In Rs.)
1. Mrs. Chhaya Jain 6,00,000.00
2. Mr. Yogesh Kumar Sharma 5,90,222.00
3. Mr. Chakresh Kumar Jain 5,14,708.00
4. Mr. John Jain 4,03,389.00
5. Mr. Manish Jain 3,91,578.00
6. Mr. Vivek Sharma 3,12,707.00
7. Mr. Saurabh Upadhyay 2,92,670.00
8. Mr.Surya Dev Pandey 2,91,201.00
9. Mr. N.D. Lawania 2,89,423.00
10. Mr. Arun kumar Jain 2,76,398.00

STATEMENT UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Companys has always had a very strict policy on the sexual harassment issues and has zero tolerance in this matter. Ensuring a safe environment for its women employees is a major priority for the Company and its management. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. It has formed an Internal Compliant Committee (ICC) to deal with all the matters or matters incidental thereof. In your Companys legacy of more than 15 years, no instance of sexual harassment has ever been reported by any employee. During the year 2018-19 also, the Company has not received any complaints of sexual harassment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Company is into the business of Broadcasting of Television Channels. 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.

However the information, as applicable, is given hereunder:

Conservation of Energy:

i. The step taken or impact on conversation of energy Company being service provider, requires minimal energy consumption and every endeavor is made to ensure optimal use of energy, avoid wastage and converse energy as far as possible.
ii. The step taken by the Company for utilizing alternate Source of energy Use of LED lights in the premises
iii. The capital investment on energy conservation equipments NIL

Technology Absorption:

(i) the efforts made towards technology absorption Company uses latest technology and equipments into its broadcasting business.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution Better picture quality provided to subscribers
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
(a) the details of technology imported Not Applicable
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv) the expenditure incurred on Research and Development NIL

Foreign Exchange Earnings and Outgo:

Sl. No. Particulars Amount in USD ($)
1. Earnings in foreign currency NIL
2. Expenditure in foreign currency NIL
Total

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

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

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme including Employees Stock Options Plan.

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

• Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

• 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.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements that involve risks and uncertainties. When used in this Report, the words ‘anticipate, ‘believe, ‘estimate, ‘expect, ‘intend, ‘will and other similar expressions as they relate to the Company and/or its Businesses are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements could differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their dates. This Report should be read in conjunction with the financial statements included herein and the notes thereto.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication & commitment. They would also like to place on record their appreciation for the continued support and co-operation received by your company during the year from all shareholders, clients, Banks, Government and regulatory authorities and stock exchange.

For and on behalf of Board of Directors of Sea TV Network Limited

Neeraj Jain Pankaj Jain
Chairman & Managing Director Whole Time Director
(DIN- 00576497) (DIN-00509839)
Place: Agra
Date: August 23rd, 2019