siti networks share price Directors report

To,

The Members,

Your Directors have pleasure in presenting the 17^th Annual Report of your Company, together with the Audited Financial Statements for the financial year ended March 31, 2023, prepared as per Indian Accounting Standards (Ind-AS) as prescribed under Section 133 of the Companies Act, 2013 (Act).

Financial Highlights

The financial performance of your Company for the year ended March 31, 2023 is summarised below:

(_in million)

Particular	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	5,311.51	6,144.29	13,453.49	14,458.53
Other Income	196.58	34.22	346.84	150.17
Total Income	5,508.09	6,178.51	13,800.33	14,608.70
Total Expenses	5,197.37	5,558.07	12,260.59	12,597.79
EBIDTA	310.72	620.44	1,539.74	2,010.91
Less : Finance cost	1,063.03	1,085.75	1,154.71	1,203.98
Less : Depreciation	1,890.32	1,849.88	3,443.79	3,307.09
Profit/(Loss) before share of profit/(loss) of associates and joint ventures, exceptional item and tax	(2,642.63)	(2,315.19)	(3,058.76)	(2,500.17)
Share of profit/(loss) of associates and joint ventures	0.00	0.00	(3.97)	(3.83)
Profit/(Loss) before exceptional item and tax	(2,642.63)	(2,315.19)	(3,062.73)	(2,504.00)
Exceptional items	346.20	237.96	80.51	85.90
Profit /(Loss) before tax & after exceptional items	(2,988.83)	(2,553.15)	(3,143.24)	(2,589.90)
Provision for taxation (net)	0.00	0.00	11.16	19.81
Profit/(Loss) after tax & exceptional items	(2,988.83)	(2,553.15)	(3,154.40)	(2,609.71)
Remeasurement of defined benefit liability	2.19	0.90	8.79	5.52
Total comprehensive profit/(loss) for the period	(2,986.64)	(2,552.25)	(3,145.61)	(2,604.19)

Business Overview

During FY 2022-23, rise of streaming services has had a significant impact on Cable TV, particularly in terms of changing purchasing TV patterns. With the boom of OTT platforms and the integration of smart TV features, consumers have shifted their preferences towards televisions with more advanced capabilities. consumers can stream a wide variety of movies and TV shows without using cable or broadcast television.

Despite the impact of OTT services, LCOs continued to provide services to consumers and ensured seamless connectivity on the ground. Despite some recovery in incomes during the year, several households cut their expenses to bare necessity. This resulted in TV Package downgrades or deactivation of TV connections.

The Companys wholly subsidiary SITI Broadband is moving rapidly towards expanding its presence in the Broadband space and in keeping with the opportunity and trends,

Broadband is its primary focus. The Company also runs an expansive partner platform, accessible through both online mediums in the form of an Android application and a website as well as a strong offline medium operated through a call center. Its DOCSIS + GPON hybrid technology enables it to offer integrated Cable and Broadband Services.

Directors & Key Managerial Personnel

Your Board comprises of six (6) Directors including three (3) Independent Directors, two (2) Non-Executive Non-Independent Director and one (1) Executive Director. Independent Directors provide declarations both at the time of appointment and annually confirming that they meet the criteria of Independence as prescribed under the Act and SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). During the financial year 2022-23, your Board met six (6) times, details of which are available in the Corporate Governance Report annexed to this report.

As per Section 152 of the Act, Mr. Amitabh Kumar (DIN 00222260) will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Your Board, based on recommendations of Nomination & Remuneration Committee, recommends the re-appointment of Mr. Amitabh Kumar.

During the period under review-

(i) Mr. Vikash Khanna had resigned from the office of Chief Financial Officer ("CFO") of the Company w.e.f. the close of business hours on March 21, 2023 due to personal reasons.

(ii) Your Board, based on recommendations of Audit Committee and Nomination & Remuneration Committee, had approved the appointment of Mr. Vikram Singh Panwar as CFO of the Company w.e.f. April 15, 2023.

In compliance with the requirements of Section 203 of the Act, Mr. Suresh Arora, Whole-Time Director, Mr. Yogesh Sharma, Chief Executive Officer, Mr. Vikram Singh Panwar, Chief Financial Officer and Mr. Suresh Kumar, Company Secretary of the Company are Key Managerial Personnel of the Company. Pursuant to the provisions under Section 134(3)(d) of the Act, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in Section 149(6) of the Act read with Regulation 16 of SEBI Listing Regulations.

Board Committees

In compliance with the requirements of Act and SEBI Listing Regulations, your Board had constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. Details of the constitution of these Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.sitinetworks.com.

Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the Corporate Governance Report annexed to this report.

Board Evaluation

At a separate meeting of Independent Directors, held without presence of other Directors and Management, the Independent Directors had, based on various criteria, evaluated performance of the Executive Directors and performance of the Board as a whole and various Board Committees. A report on such evaluation done by Independent Directors was taken on record by the Board and further, the Board had in compliance with the requirements of Act, evaluated performance of all Independent Directors based on various parameters including attendance, contribution etc. The details of the evaluation process are set out in the Corporate Governance Report which forms part of this Report.

Auditors and Audit Report

Statutory Auditors

Pursuant to Section 139 of the Act and the Rules made thereunder, the Statutory Auditors of the Company, M/s DNS & Associates, Chartered Accountants, Gurugram having Firms Registration No. 006956C, were appointed by the Members at 14^th Annual General Meeting of the Company to hold office until the conclusion of the 19^th Annual General Meeting scheduled to be held in the calendar year 2025.

Audit Report

During the year under review, the Statutory Auditors has reported the following modification(s) in the Audit Report:

The modification(s) in the Audit Report reported by Statutory Auditor during the financial year under review and explanations or comments by the Board of Directors thereon are as follows:

(a) Standalone Financial Results: (i) Audit Qualification:

The Companys ‘Revenue from Operations include broadcasters share in subscription income from pay channels, which has correspondingly been presented as an expense which is not in accordance with the requirements of Ind AS-115, ‘Revenue from contracts with customers. Had the management disclosed the same on net basis, the ‘Revenue from operations and the ‘Pay channel, carriage sharing and related costs each would have been lower by 795.30 million and 3,284.54 million for the quarter and year ended March 31, 2023, respectively, while there would have been no impact on the net loss for the quarter and year ended March 31, 2023.

Explanations or comments by the Board:

As explained by the Management of the Company, the Board is of the view that as per their interpretation and cable industry practices of recognising revenue under Ind AS 115, the Company has appropriately shown gross revenue and content cost separately. Further, there is no impact on the net loss for the year and year ended March 31, 2023

(ii) Audit Qualification:

The Company has defaulted in repayment of Bank loans and accounts have been classified as Non-Performing Assets (NPA) by the lenders under the consortium. The Company has not provided additional and penal interest as part of finance cost in terms with conditions put forth in arrangements entered into between the banks and financial institutions with the Company and in accordance with the requirements of Ind AS 109, Financial Instruments.

Explanations or comments by the Board:

The Company is in the process of calculation of additional and penal interest as part of finance cost in terms with conditions put forth in arrangements entered into between the banks and financial institution with the Company and in accordance with the requirement of Ind AS 109, Financial Instrument.

(b) Consolidated Financial Results

(i) Audit Qualification:

The Groups ‘Revenue from Operations includes broadcasters share in subscription income from pay channels, which has correspondingly been presented as an expense which is not in accordance with the requirements of Ind AS-115, ‘Revenue from contracts with customers. Had the management disclosed the same on net basis, the ‘Revenue from Operations and the ‘Pay channel, carriage sharing and related costs each would have been lower by 1,838.34 million and 7,387.76 million for the quarter and year ended March 31, 2023, respectively, while there would have no impact on the net loss for the quarter and year ended March 31, 2023.

Explanations or comments by the Board:

As explained by the Management of the Company, the Board is of the view that as per their interpretation and cable industry practices of recognising revenue under Ind AS 115, the Company has appropriately shown gross revenue and content cost separately. Further, there is no impact on the net loss for the year and year ended March 31, 2023

(ii) Audit Qualification:

The Holding Company and some of its subsidiaries has defaulted in repayment of Bank loans and accounts have been classified as Non-Performing Assets (NPA) by the lenders under the consortium. The Holding Company and some of its subsidiaries has not provided additional and penal interest as part of finance cost in terms with conditions put forth in arrangements entered into between the banks and financial institutions with the Company and in accordance with the requirements of Ind AS 109, Financial Instruments.

Explanations or comments by the Board:

The Company is in the process of calculation of additional and penal interest as part of finance cost in terms with conditions put forth in arrangements entered into between the banks and financial institution with the Company and in accordance with the requirement of Ind AS 109, Financial Instrument.

Secretarial Auditors

M/s Amit Agrawal & Associates, Company Secretaries in Whole Time Practice, having Firm Registration No. I2001DE191600, were appointed as Secretarial Auditors of the Company for the financial year 2022-23 pursuant to Section 204 of the Act. The Secretarial Audit Report of the Company submitted by the Secretarial Auditor, along with the Secretarial Audit Report of all material subsidiary companies of the Company, in the prescribed form MR-3, are collectively annexed to this report as Annexure – I and forms part thereof.

The reports of Secretarial Auditor(s) forming part of this report do not contain any qualification, reservation or adverse remark(s).

Further, pursuant to Regulation 24A of the SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 8, 2019, an Annual Secretarial Compliance Report issued by the Secretarial Auditor of the Company confirming that the Company had complied with all applicable SEBI Regulations, Circulars and Guidelines, which has been filed with Stock Exchanges, is annexed to this report as Annexure - II.

Cost Auditors

In compliance with the requirement of Section 148 of the Act, read with Companies (Cost Records and Audit) Rules, 2014, as amended, M/s. SK Mittal & Co., Cost Accountants, having Firms Registration No. 000079, has been appointed to carry out Audit of the Cost Records of the Company during financial year 2022-23.

The Company has maintained cost accounts and records in accordance with the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

Directors Responsibility Statement

Pursuant to Section 134 of the Act, in relation to Annual Financial Statements for the financial year 2022-23, your Directors hereby confirm that:

i. the Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2023 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

ii. in preparation of these Financial Statements, applicable accounting standards have been followed and there are no material departures;

iii. accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit/loss of the Company for the year ended on that date;

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

v. requisite internal financial controls, to be followed by the Company, were laid down and that such financial controls are adequate and operating effectively; and

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

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on the internal financial control framework and compliance systems established in the Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the Management and/or Audit Committee of the Board, your Board is of the opinion that the Companys internal financial controls were adequate and working effectively during financial year 2022-23.

Subsidiaries & Joint Ventures

As on March 31, 2023, your Company has 24 nos. of subsidiary companies, 2 associate companies and 1 wholly owned Limited Liability Partnership.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries and associate company(ies) in Form AOC-1 is annexed to this report as Annexure – III and forms part thereof.

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

Deposits

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

Dividend

Your Board has not recommended dividend for the year under review.

Transfer to Reserves

The Company has not transferred any amount to reserves in view of losses during the year under review.

Employee Stock Option Scheme

In pursuance of Employees Stock Option Scheme of the Company (SITI ESOP 2015), your Company had granted 4,663,500 options to eligible employees on September 3, 2015. During the year under review, neither any option was granted, nor any grantee had exercised the vested option(s).

The applicable disclosures as stipulated under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to SITI ESOP 2015 are annexed to this report as Annexure - IV. The said disclosures on SITI ESOP 2015 will also be available on Companys website www.sitinetworks.com. The certificate of Statutory Auditors of the Company M/s DNS & Associates, Chartered Accountants (Firms Registration No. 006956C), certifying that the SITI ESOP 2015 have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the shareholders, will be placed at the 17^th Annual General Meeting of the Company.

Share Capital

During the period under review, there is no change in Authorised Share Capital of the Company. As on March 31, 2023 the Authorised Capital of the Company is 1,300 million comprising of 1,290,000,000 Equity Shares of Re.1/- each and 10,000,000 Preference Shares of 1/- each and the Paid-up Share Capital of the Company is 872.08 million comprising 872,053,848 Equity Shares of 1/- each fully paid-up and 23,436 Preference Shares of 1/- each fully paid-up.

Registered Office

During the year under review, the Registered office of the Company is continued to be situated at ‘Unit No. 38, 1^st Floor, A wing, Madhu Industrial Estate, P. B Marg, Worli, Mumbai – 400013.

Corporate Governance & Policies

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

In compliance with the requirements of Act and SEBI Listing Regulations, your Board has approved various Policies including Code of Conduct for Directors & Senior Management, Material Subsidiary Policy, Insider Trading Code, Document Preservation Policy, Material Event Determination and Disclosure Policy, Fair Disclosure Policy, Corporate Social Responsibility Policy, Whistle Blower and Vigil Mechanism Policy, Related Party Transaction Policy, Dividend Policy and Remuneration Policy. All these policies and codes have been uploaded on Companys website www.sitinetworks.com. Additionally, Directors Familiarisation Programme and Terms and Conditions for appointment of Independent Directors can be viewed on Companys website www.sitinetworks.com.

In compliance with the requirements of Section 178 of the Act, the Nomination & Remuneration Committee of your Board had fixed various criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification / experience, areas of expertise and independence of individual. The Committee had also approved in-principle that the term of an Independent Director shall not exceed three (3) years.

Corporate Social Responsibility

The provisions of Section 135(5) of the Act, which provides for spending in every financial year at least two percent of the average net profits of the Company made during the three immediately preceding financial years, is not applicable to the Company as the Company had incurred losses during the three immediately preceding financial years.

Disclosures

i. Particulars of Loans, Guarantee or

Particulars of loans, guarantees and investments made by the Company required under Section 186(4) of the Act are contained in Note No.6 & 42 of the Standalone Financial Statements and are not reproduced for the sake of brevity.

ii. Related Parties Transactions: All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were on arms length basis, in the ordinary course of business and in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

During the financial year 2022-23, there are no materially significant related party transactions by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, if any, which may have a potential conflict with the interest of the Company at large. Details of related party transactions will be available on Companys website www.sitinetworks.com.

All related party transactions, specifying the nature, value and terms and conditions of the transactions including the arms-length justification, are placed before the Audit Committee for its approval and statement of all related party transactions carried out is placed before the Audit Committee for its review on a quarterly basis. During the year under review, there have been no materially significant related party transactions by the Company as defined under Section 188 of the Act and Regulation 23 of the SEBI Listing Regulations and accordingly, no transactions are required to be reported in Form AOC-2 as per Section 188 of the Act.

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

iv. Internal Financial Control systems and their adequacy:

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

v. Vigil Mechanisms/Whistle Blower Policy: The Company has established a vigil mechanism/framed a whistle blower policy of the Directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations. The policy enables the employees and other stakeholders to report to the Management instances of unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The said policy is available on website of the Company at www.sitinetworks.com.

vi. Risk Management: Your Company has well-defined operational processes to ensure that risks are identified and the operating management is responsible for identifying and implementing the mitigation plans for operational and process risks. Key strategic and business risks are identified and managed by senior management team. The risks that matter and their mitigation plans are updated and reviewed periodically by the senior management and integrated in the business plan for each year. In the opinion of the Board, currently, there are no risks that may threaten existence of the Company.

vii. Sexual Harassment: The Company is committed to provide safe and conducive working environment to all its employees (permanent, contractual, temporary and trainees, etc.) and has zero tolerance for Sexual Harassment at workplace. The Company has adopted a Policy on prevention, prohibition and redressal of Sexual Harassment at workplace in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder and has constituted Internal Complaints Committee to redressal complaints received regarding sexual harassment.

During the year under review, your Company has not received any complaint on sexual harassment.

viii. 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.

However, Honble National Company Law Board ("NCLT"), Mumbai vide its order dated February 22, 2023 on the petition filed by Indusind Bank Ltd., had admitted the Company under Corporate Insolvency Resolution Process ("CIRP") and had appointed the Interim Resolution Procession. The said order of Honble NCLT has been stayed by the Honble National Company Law Appellate Tribunal ("NCLAT"), New Delhi vide its order dated March 7, 2023 and the same order is operative as on date.

ix. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year:

(a) Your Company has filed an Application under Section 9 of the Insolvency and Bankruptcy Code, 2016, before the Honble NCLT Mumbai against the Broadcaster- Pioneer Channel Factory Ltd. ("Corporate Debtor") claiming an amount of 2,340,000/- from the Corporate Debtor on account of non-payment of agreed placement fee in terms of the Agreement executed between the parties. The matter is currently pending and listed for further proceedings.

(b) Your company has filed a Statement of Claim before the Official Liquidator at New Delhi against Broadcaster - Macro Commerce Pvt. Ltd. ("Corporate Debtor") in terms of order passed by Honble NCLT, Mumbai in another petition filed against the Corporate Debtor. Your Company had submitted Statement of Claim of 4,828,720/- before the Official Liquidator in terms of agreement executed between Your Company and Corporate Debtor. Your Company has received an amount of 2,449,467/- so far. This matter is pending before the Official Liquidator for further proceedings.

(c) Your Company has filed a Statement of Claim before the Official Liquidator at Mumbai against Broadcaster- Shop CJ Network Pvt. Ltd. ("Corporate Debtor") claiming an amount of 8,216,487/- before the Official Liquidator in terms of agreements executed between Your Company and the Corporate Debtor. The official Liquidator has released an amount of 5,338,299/- to your Company so far. This matter is pending before Official Liquidator for further proceedings.

(d) Your Company has filed a Statement of Claim before the Official Liquidator at Mumbai against the Broadcaster - Fearless Media Pvt. Ltd. ("Corporate Debtor") claiming an amount of 591,665/- from the Corporate Debtor on account of non-payment of agreed placement fee in terms of the Agreement executed between your Company and the Corporate Debtor. This matter is pending before the Official Liquidator for further proceedings.

(e) Your Company has filed a Statement of Claim before the Official Liquidator at Mumbai against the Broadcaster - Mi Marathi Media Ltd. ("Corporate Debtor") claiming an amount of 396,171/- from the Corporate Debtor on account of non-payment of agreed placement fee in the terms of the Agreement executed between your Company and the Corporate Debtor. This matter is pending before Official Liquidator for further proceedings.

(f) Your Company has filed an Application under Section 9 of the Insolvency and Bankruptcy Code 2016, before the Honble NCLT, Mumbai, against the Broadcaster - TV Home Shopping Network Ltd. ("Corporate Debtor") claiming an amount of 4,368,363/- from the ("Corporate Debtor") on account of non-payment of agreed placement fee in terms of the Agreement executed between your Company and the Corporate Debtor. This matter is pending before Honble NCLT Mumbai for further proceedings.

(Yg) our Company has filed an Application under 9 of the Insolvency and Bankruptcy Code 2016, before the Honble NCLT Mumbai against the Broadcaster - Broad cast Initiatives Ltd. ("Corporate Debtor")claiming an amount of 3,622,735/- from the corporate debtor on account of non-payment of agreed placement fee in terms of the Agreement executed between the your Company and the ("Corporate Debtor"). The matter was dismissed for want of prosecution. Your Company is in the process of filing a restoration application for further adjudication.

(h) IndusInd Bank Ltd. had filed a Petition against the Company under Section 7 of the Insolvency and Bankruptcy Code, 2016, before the Honble NCLT, Mumbai, for default in payment of Term Loans sanctioned under loan facilities agreements availed by the Company. The outstanding claimed by IndusInd Bank was 1,488.29 million. In said matter, the Honble NCLT, Mumbai vide its order dated February 22, 2023, inter alia, has admitting the Company under CIRP and has appointed the Interim Resolution Professional (IRP).

However, Honble National Company Law Appellate Tribunal ("NCLAT"), while considering the appeal filed by suspended Director the Company, vide its order dated March 7, 2023 has stayed the operation of order dated February 22, 2023 of Honble NCLT.

(i) Housing Development Finance Corporation Ltd. ("HDFCL") has filed a Petition against your Company under Section 7 of the Insolvency and Bankruptcy Code, 2016, before the Honble NCLT, Mumbai, for default in payment of loan. The outstanding claimed by HDFCL was 2,960.64 million as on 31.01.2022. The Honble NCLT vide its order dated March 6, 2023, has, inter alia, dismissed the said petition, as it became infructuous as that Company is already Section under CIRP vide order dated February 22, 2023 of the Honble NCLT, Mumbai.

(j) IDBI Bank Limited ("IDBI") has filed a Petition against your Company under Section 7 of the Insolvency and Bankruptcy Code, 2016, before the Honble NCLT, Mumbai, for default in payment of loans. The outstanding claimed by IDBI was 1,684.58 million. The Honble NCLT vide its order dated February 28, 2023, has, inter alia, dismissed the said petition, as it became infructuous as that Company is already under CIRP vide order dated February 22, 2023 of the Honble NCLT, Mumbai.

x. Reporting of frauds by auditors: During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

xi. Secretarial standards: The Company has complied with all the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government.

xii. Listing on stock exchanges: The Companys shares are listed on BSE Limited and the National Stock Exchange of India Limited.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company is a Multi System Operator (MSO) and is carrying on business of, inter alia, reception of signals of channels of various Broadcasters and distribution of same through cable networks. Since this does not involve any manufacturing activity, most of the Information required to be provided under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, are nil / not applicable. The information, as applicable are given hereunder:

Conservation of Energy:
i. The steps taken or impact or conservation of energy	Your Company, being a service provider, has minimal energy consumption. Though, every endeavour is made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.
ii. The steps taken by the Company for utilizing alternate sources of energy
iii. The capital investment on energy conservation equipments
Technology Absorption:
i. The efforts made towards technology absorption	Your Company uses latest technology and equipment for distribution of Cable TV signals. However, since the Company is not engaged in any manufacturing, the information in connection with technology
ii. The benefits derived like product improvement, cost reduction, product development or import substitution
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	absorption is Nil.
a. the details of technology imported
b. the year of import;
c. whether the technology been fully absorbed
d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
iv. The expenditure incurred on Research and Development

Foreign Exchange Earnings and Outgo: During the year under review, your Company had foreign exchange earnings of 0.00 million and outgo of 87.51 million.

Human Resources & Particulars of Employees

As a people-centric organization, your Company strongly believe in nurturing a culture that enables the growth, well-being, welfare and career progression of employees. You Company has a company-wide ethos of caring and sharing with our people and continue to invest in their learning and development on an ongoing basis. You Company also remain consistently focused on being connected and engaged with employees to keep them motivated and inspired, treating them as equal partners in our growth journey.

During FY2023, we undertook various initiatives to build on our human resource culture and ensure the sustained welfare and wellbeing of our employees. Your Company conducted regular health checkups for our employees through special camps and supported employees diagnosed with any medical issues.

In terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as Annexure – V, which forms part of this report.

Acknowledgements

Your Directors thanks the Companys employees, customers, broadcasters, cable operators and other business associates, vendors and shareholders for their continuous supports. The Directors also thanks the bankers, financial institutions, various Governmental Authorities including Ministry of Information and Broadcasting, Ministry of Communication and Information Technology, Telecom Regulatory Authority of India, Stock Exchanges, Registrar & Share Transfer Agent and Depositories for their co-operation.

Your Directors appreciate and value the contribution made by every member of SITI family.

For and on behalf of the Board

Suresh Arora	Amitabh Kumar
Whole Time Director	Non-Executive Director
DIN00299232	DIN00222260
Noida, May 30, 2023