From the CEO and MD s Desk

Transcription

1 11th ANNUAL REPORT

2 From the CEO and MD s Desk Dear Shareholders I am delighted to share our Eleventh Annual Report with you. In the year gone by, your Company further fortified its leadership as India s one of the largest news network across India in Hindi Speaking Market (HSM) news genre. Keeping in mind innovative and competitive media, your Company is geared up to face new challenge to broadcast anything live from PAN India. We have also tied up with major MSOs and cable operators in all major regions for expanding our reach throughout the country in Hindi Speaking Market (HSM) news genre. I am confident that the Group will firmly establish itself as one of the India s most successful and admired media companies in the years to come. Live India continued to have a leading share in the HSM news genre. Some of the popular key shows during year are Live 50, Sport Track, Live India Aaj, Master Mind, Delhi Live, Election Coverage, Cricket World Cup 2015, Operation Mahabharat etc. Corporate Governance and ethical practices are very important for us and with able guidance from the Board we have continued to push the benchmark for the highest standards. Your Company s philosophy on Corporate Governance principles has always been value driven and aimed at setting the right example by our conduct in business and therefore it is more than a mere set of binding obligations and more of a framework to be followed in spirit by everyone associated with the organization. During the year 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. mimarathi.in, are rapidly gaining popularity. In February 2015 the Group has launched Mi Marathi Live Marathi news paper with satellite editions from Thane, Kalyan- Dombivali, Navi-Mumbai and Vasai-Virar. The state gets one more Marathi daily newspaper. The Company has also started the activity of Prajatantra live, Hindi News Paper and Live India Hindi Magazine under the brand name Live India. Mi Marathi 24x7 Marathi News channel of the Group has become a number one news channel in Maharashtra (Source- TAM). Looking ahead, we are going to be more focused on intensifying our efforts to dig deeper into the market with aggressive marketing and branding. With a new identity, we are looking to become a more comprehensive media Company with one concrete focus of being relevant to our viewers. Finally, I thank all the shareholders, customers and employees for their continued support. Sincerely, Supriya Kanase Chief Executive Officer & Managing Director

3 Eleventh Annual General Meeting Day : Wednesday Date : 30 th September, 2015 Time : A.M. Corporate Information Notice Report of the Director s Corporate Governance Report Management Discussion and Analysis Independent Auditor s Report Balance Sheet Statement of Profit and Loss Cash Flow Statement Notes to Accounts Attendance Slip & Proxy Form Venue: Seminar Room, Mayur Hall, All India Institute of Local Self Government, Sthanikraj Bhavan, C.D. Barifwala Marg, Andheri (W), Mumbai Eleventh Annual Report

4 Corporate Information (As on August 14, 2015) Board of Directors Chief Executive Officer and Managing Director Supriya Kanase Executive Director and Group Editor-in-Chief Satish K Singh Independent Directors Manmohan Singh Kapur Deepak Sharma Dr. Bharat Kumar Raut Kumar Ketkar Chief Financial Officer and Company Secretary Avinash Godse Auditors M/s. Ashok Jayesh & Associates Chartered Accountants, Mumbai Bankers Axis Bank State Bank of India IDBI Bank Bank of Maharashtra CIN L92130MH2004PLC Registered Office 101, Sumer Kendra Society, Pandurang Budhkar Marg, Near Doordarshan Kendra, Behind Mahindra & Mahindra Tower, Worli, Mumbai Corporate Office: 1 st Floor, Vega Centre, A-Building, Shankarseth Road, Next to Income Tax Office, Swargate, Pune News Center: 1, Mandir Marg, Premnath Motors Complex, New Delhi Contact Info: Tel.: +91 (022) investorservices@liveindia.tv Website: /liveindia.news /mimarathinews Eleventh Annual Report

5 Notice Notice is hereby given that the Eleventh Annual General Meeting of the members of Broadcast Initiatives Limited will be held on Wednesday the 30 th day of September, 2015 at Seminar Room, Mayur Hall, All India Institute of Local Self Government, Sthanikraj Bhavan, C.D. Barifwala Marg, Andheri (W), Mumbai at a.m. to transact the following business: Ordinary Business: Item No. 1: Adoption of Financial Statements To receive, consider and adopt the Financial Statements of the Company including the audited Balance Sheet as at March 31, 2015, the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon. Item No. 2: Ratification of the appointment of Statutory Auditors of the Company To consider and if thought fit to pass the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 139 read with Section 142, the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, pursuant to the recommendation of the Audit Committee of the Board of Directors and pursuant to the resolution passed by the members at the Annual General Meeting held on September 30, 2014, the appointment of M/s. Ashok Jayesh & Associates, Chartered Accountants, (Firm Registration No W) 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 be and is hereby ratified and that the Board of Directors of the Company be and is hereby authorised to fix the remuneration payable to the Auditors for the financial year ending March 31, 2016 as may be determine by Audit Committee in consultation with the Statutory Auditors and that such remuneration may be paid on progressive billing basis as may be agreed upon between the Auditors and the Board of Directors. Special Business: Item No. 3: Appointment of Ms. Supriya Kanase as a Director of the Company To consider and if thought fit to pass the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 149, Section 152 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 Ms. Supriya Vasant Kanase (DIN: ), who was appointed as an Additional Director of the Company by the Board of Directors with effect from May 28, 2015 and who holds office until the date of this Annual General Meeting, in terms of Section 161 of the Companies Act, 2013, and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013, from a Member proposing candidature of Ms. Supriya Kanase for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation. Item No. 4: Appointment of Ms. Supriya Kanase as a Managing Director of the Company To consider and if thought fit to pass the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 196 read with Section 197, Section 203, Schedule V, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, and the Articles of Association of the Company, the consent of the members be and is hereby accorded for the appointment of Ms. Supriya Vasant Kanase as a Managing Director of the Company with effect from May 28, 2015, for a period of 3 years, on terms and conditions as mentioned below: I. Basic Salary In the range of Rs. 3,00,000 to Rs. 6,00,000 per month. II. Allowances Allowances in the nature of City Compensatory Allowance, House Rent Allowance, Medical Allowance, Education Allowance, Leave Travel Allowance, or such other allowance, by whatever name called calculated as a percentage of Basic Salary or fixed amount, as decided by the Board of Directors from time to time. III. Perquisites and other benefits a. Company s contribution to provident fund: As per the rules of the Company. b. Gratuity: As per the rules of the Company. c. Earned / privileged leave: As per the rules of the Company. d. Encashment of leave: As per the rules of the Company. e. Company car: The Company will provide to the Executive Director, a Company owned car with a driver, for all her official needs. If the Executive Director chooses not to use the Company vehicle, then she will be entitled to a vehicle allowance as decided by the Board of Directors from time to time. f. Telephone: The Company shall provide Cellular Phones with roaming facility and reimburse all charges pertaining to the same. Eleventh Annual Report 1

6 g. Books and Periodicals: The Executive Director shall be entitled to reimbursement of cost of books and periodicals subject to a ceiling as decided by the Board of Directors from time to time. h. Other Privileges: Such other privileges, facilities, perquisites and amenities as may be applicable from time to time to the Executives of the Company. Explanation: Perquisites shall be evaluated as per the Income-Tax Rules, wherever applicable. In the absence of any such Rule, perquisites shall be evaluated at actual cost. RESOLVED FURTHER THAT the Board of Directors based on the recommendation of Nomination and Remuneration Committee, be authorized in its absolute discretion and from time to time, to fix within the range stated above, the salary payable to the Executive Director. RESOLVED FURTHER THAT Ms. Supriya Kanase be designated as Managing Director and Chief Executive Officer or such other designation as decided by the Board of Directors from time to time. RESOLVED FURTHER THAT the term of Ms. Supriya Kanase as a Managing Director of the Company shall be on continued basis on her reappointment at the Annual General Meeting, when she retires by rotation. RESOLVED FURTHER THAT the consent of the shareholders of the Company be and is hereby also accorded that where in any financial year the Company continues to incurs a loss or has no profits or inadequate profits then remuneration as decided above be paid with the prior approval of the Central Government. RESOLVED FURTHER THAT where in any financial year during the tenure of Ms. Supriya Kanase as a Managing Director of the Company, the Company continues to incurs a loss or its profits are inadequate, the Company shall pay to Ms. Supriya Kanase, the remuneration by way of salary and other allowances not exceeding the limits specified under Section II of Part II of Schedule V of the Companies Act, 2013 or such other limits as may be prescribed by the Central Government from time to time as minimum remuneration. RESOLVED FURTHER THAT the total remuneration by way of salary and other allowances payable to Ms. Supriya Kanase, as a Managing Director of the Company shall not exceed the higher maximum limit admissible from any one of the Companies in which she is Managing Director as specified under Section V of Part II of Schedule V of the Companies Act, 2013 or such other limits as may be prescribed by the Central Government from time to time in this regards. RESOLVED FURTHER THAT Ms. Supriya Kanase be authorised to 2 exercise the following powers: a) Subject to the superintendence, control and direction of the Board of Directors of the Company, Ms. Supriya Kanase so long as she holds the position of the Managing Director of the Company shall have the general authority for conduct and management of the whole of business and affairs of the Company except in the matters which may be specifically required to be done by the Board either pursuant to the Companies Act, 2013, or by the Articles of Association of the Company. b) Ms. Supriya Kanase, Managing Director shall exercise and perform such powers and duties as the Board of Directors of the Company may from time to time determine and shall also do and perform all other acts and things which in the ordinary course of business she may consider necessary or proper or in the interest of the Company and in particular but without in any way restricting the general powers and authorities hereinbefore conferred upon, Ms. Supriya Kanase, Managing Director shall in particular have the following powers on behalf of the Company: 1. To manage, conduct and transact day-to-day business, affairs and operations of the Company including power to enter into contracts and to vary and rescind them; 2. To enter into and become party to and to sign and execute all deeds, instruments, contracts, receipts and all other documents or writings on behalf of the Company whether statutory or otherwise; 3. To become party to and to present for registration and admit execution of and to do every act, matter or thing necessary or proper to enable registration on behalf of the Company of all deeds, instruments, contracts, agreements, receipts and all other documents whatsoever; 4. To insure and keep insured Company s properties, buildings, machinery, plants, materials, equipment and all other properties of the Company, movable or immovable either lying in the offices, or elsewhere or in transit for import against loss or damage by fire or other risks and to sell, assign, surrender or discontinue any of the insurances effected in pursuance of this; 5. To incur expenses as may be necessary to maintain offices and other buildings and otherwise deal with the Company s properties, articles or things or for the purposes of the business of the Company; 6. To raise or borrow (otherwise than by way of debentures/ deposits) from time to time on behalf of the Company, funds not exceeding Rupees Ten Crores between two consecutive Board Meetings; 7. To invest and deal with the moneys of the Company not exceeding Rupees Ten Crores between two consecutive Board Meetings or to deposit the same with banks and from time to time to realise and vary such investments; 8. To operate upon and close accounts current, fixed or otherwise with any bank or bankers, merchant or Eleventh Annual Report

7 merchants or with any company or companies, firm or firms, individual or individuals and to pay moneys into and to draw moneys from any such account or accounts from time to time; 9. To attend any general meeting of any of the companies in which the Company holds shares or is a Member or any adjournment thereof and to exercise all the rights and powers of a Member on behalf of the Company in the same manner as the Company could exercise if it were personally present as an individual Member of such company / companies, including the right to appointment one or more proxies to attend and vote at any of the general meetings; 10. To appoint or employ for the Company s transactions and management of affairs and from time to time to discharge or remove or suspend or re-appoint and re-employ or replace managers, officers, employees and other Members of the staff of the Company, bankers, all kinds of agents, brokers, advocates, solicitors, pleaders, lawyers, engineers, technicians and experts with such powers and duties and upon such terms as to duration of employment, remuneration or otherwise; 11. To incur such expenses, in unavoidable situations and exigencies, as may deem expedient for business purposes subject to ratification by the Board of Directors; 12. To make applications to various Government, semi Government and local authorities and to execute requisite declarations, statements and other documents, on behalf of the Company, for any permissions, licenses, and registrations, and enhance or modify the application that are necessary for the Company for carrying out the day to day affairs of the Company and to comply with and / or cause to be complied with all statutory requirements affecting the Company and to represent the Company before any Government, Courts of Law, civil, criminal, industrial or labour, revenue or before all conciliators, other public officers, authorities, bodies or tribunals in connection with all suits, actions, petitions, appeals and other legal or other proceedings and matters whether civil, criminal, revenue, industrial or labour in which the Company may be concerned or interested whether as plaintiffs, defendants, petitioners, appellants, respondents, opponents, prosecutors, opposing creditors or in any other capacity whatsoever or otherwise howsoever and in all matters in anywise concerning the business affairs and properties of the Company and to appear and to represent the Company in all actions, suits, appeals, petitions, and other proceedings under all Acts or enactments of the Parliament of India or of any State Legislature and to affirm, declare and sign all pleadings applications, petitions, statements, memoranda of appeal, affidavits, documents, acknowledgments and papers in connection therewith and to appear and to represent the Company before all officers, authorities, bodies or tribunals under any of the said Acts or enactments; 13. To apply for and obtain copies of returns of Income, refund orders, depositions, correspondence, proceedings, assessment orders, appellate orders or orders of tax / in land revenue authorities on the Company s behalf herein and to carry on all correspondence and also apply for extension of time, accept notices, assessment orders, appellate orders, revision orders, tribunal judgment etc., on behalf of the Company; 14. To institute, defend, prosecute, conduct, compound, refer to arbitration, abandon and to compromise legal or other proceedings, claims and disputes by or against the Company or in which the Company may be concerned or interested; 15. To collect, ask, demand, sue or recover and receive from all persons, firms, companies, societies including the Government, its agents and servants or local authorities in any part of the world, liable to pay, transfer and deliver the same respectively all such sums of money, stocks, funds, interests, dividends, debts, dues, goods, effects and things now or hereafter to be owing or payable or belonging to the Company by virtue of any security or by right, title, ways or means howsoever or upon any balance of accounts and upon receipt thereof to ask, demand, sue for, recover and receive from persons or from everybody, political or corporate, whom it shall or may concern all sums of money, debts, dues, chattels, effects and things of whatsoever nature and description which now are or at any time or times during the subsistence of these presents shall or may be or become owing, payable or belonging to the Company in or by any right, title, ways or means howsoever; 16. To protest unpaid bills, obtain declarations of bankruptcy from others, attend and vote at all meetings in all bankruptcy, insolvency and liquidation or other proceedings in which the Company may be interested or concerned, concur in or object to the appointment of trustees and Members of committees of control and take part in the same, and accept and repudiate composition whether judicial or otherwise; 17. To engage, constitute appoint and remove advocates, attorneys, lawyers, pleaders or other authorities to advise the Company, to prosecute or defend all proceedings in which the Company may be concerned and to advise the Company on all legal and tax issues and in connection with any reference or proceedings in the Tribunals in the High Court or other Court in connection with the above matters or in or about the premises and to sign vakalatnamas or warrants to act or appeals in any such matters; 18. To apply for, purchase or otherwise acquire any Eleventh Annual Report 3

8 4 patents, copyrights, designs and inventions, licenses, concessions and the like conferring any exclusive or non-exclusive or limited right to use any trade secret or other information as to any invention which may seems capable of being used for any of the Company s purposes or the acquisition of which may seem calculated directly or indirectly to benefit the Company and in accordance with the terms if any of such property rights or information so acquired to use, exercise, develop or grant licenses in respect of or otherwise turn to account the property rights or information so acquired; 19. To sign various applications, forms, returns or any other document to be filed by the Company under the provisions of Companies Act, 2013, and the Rules made thereunder, by using Digital Signature Certificate and 20. To delegate from time to time as she thinks fit to do, execute and perform all or any such matters and things as aforesaid to other officers of the Company. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to add, delete or amend the designation, powers and responsibilities of Ms. Supriya Kanase, Managing Director, as may be necessary from time to time, in the best interest of the Company. Item No. 5: Appointment of Mr. Satish K Singh as a Director of the Company To consider and if thought fit to pass the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 149, Section 152 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 Mr. Satish K Singh (DIN: ), who was appointed as an Additional Director of the Company by the Board of Directors with effect from March 21, 2015 and who holds office until the date of this Annual General Meeting, in terms of Section 161 of the Companies Act, 2013, and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013, from a Member proposing candidature of Mr. Satish K Singh for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation. Item No. 6: Appointment of Mr. Satish K Singh as an Executive Director of the Company To consider and if thought fit to pass the following resolution as a Special Resolution: RESOLVED FURTHER THAT pursuant to the provisions of Section 196 read with Section 197, Section 203, Schedule V, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, and the Articles of Association of the Company, the consent of the members be and is hereby accorded for the appointment of Ms. Satish K Singh as an Executive Director of the Company with effect from March 21, 2015, for a period of 3 years, on terms and conditions as mentioned below: I. Basic Salary In the range of Rs. 2,00,000 to Rs. 5,00,000 per month. II. Allowances Allowances in the nature of City Compensatory Allowance, House Rent Allowance, Medical Allowance, Education Allowance, Leave Travel Allowance, or such other allowance, by whatever name called calculated as a percentage of Basic Salary or fixed amount, as decided by the Board of Directors from time to time. III. Perquisites and other benefits a. Company s contribution to provident fund: As per the rules of the Company. b. Gratuity: As per the rules of the Company. c. Earned / privileged leave: As per the rules of the Company. d. Encashment of leave: As per the rules of the Company. e. Company car: The Company will provide to the Executive Director, a Company owned car with a driver, for all his official needs. If the Executive Director chooses not to use the Company vehicle, then he will be entitled to a vehicle allowance as decided by the Board of Directors from time to time. f. Telephone: The Company shall provide Cellular Phones with roaming facility and reimburse all charges pertaining to the same. g. Books and Periodicals: The Executive Director shall be entitled to reimbursement of cost of books and periodicals subject to a ceiling as decided by the Board of Directors from time to time. h. Other Privileges: Such other privileges, facilities, perquisites and amenities as may be applicable from time to time to the Executives of the Company. Explanation: Perquisites shall be evaluated as per the Income-Tax Rules, wherever applicable. In the absence of any such Rule, perquisites shall be evaluated at actual cost. RESOLVED FURTHER THAT the Board of Directors based on the recommendation of Compensation and Remuneration Committee, by whatever name called, be authorised in its absolute discretion and from time to time, to fix within the range stated above, the salary payable to the Executive Director. RESOLVED FURTHER THAT Mr. Satish K Singh be designated as Eleventh Annual Report

9 Executive Director and Editor in Chief or such other designation as decided by the Board of Directors from time to time. RESOLVED FURTHER THAT the term of Mr. Satish K Singh as an Executive Director of the Company shall be on continued basis on his reappointment at the Annual General Meeting, when he retires by rotation. RESOLVED FURTHER THAT where in any financial year during the tenure of Mr. Satish K Singh as an Executive Director of the Company, the Company continues to incurs a loss or its profits are inadequate, the Company shall pay to Mr. Satish K Singh, the remuneration by way of salary and other allowances not exceeding the limits specified under Section II of Part II of Schedule V of the Companies Act, 2013 or such other limits as may be prescribed by the Central Government from time to time as minimum remuneration. RESOLVED FURTHER THAT Mr. Satish K Singh be authorised to exercise the following powers: a) Subject to the superintendence, control and direction of the Board of Directors of the Company, Mr. Satish K Singh so long as he holds the position of the Executive Director of the Company shall have the general authority for conduct and management of the whole of business and affairs of the Company except in the matters which may be specifically required to be done by the Board either pursuant to the Companies Act, 2013, or by the Articles of Association of the Company. b) Mr. Satish K Singh, Executive Director shall exercise and perform such powers and duties as the Board of Directors of the Company may from time to time determine and shall also do and perform all other acts and things which in the ordinary course of business he may consider necessary or proper or in the interest of the Company and in particular but without in any way restricting the general powers and authorities hereinbefore conferred upon, Mr. Satish K Singh, Executive Director shall in particular have the following powers on behalf of the Company: 1. To manage, conduct and transact day-to-day business, affairs and operations of the Company including power to enter into contracts and to vary and rescind them; 2. To enter into and become party to and to sign and execute all deeds, instruments, contracts, receipts and all other documents or writings on behalf of the Company whether statutory or otherwise; 3. To become party to and to present for registration and admit execution of and to do every act, matter or thing necessary or proper to enable registration on behalf of the Company of all deeds, instruments, contracts, agreements, receipts and all other documents whatsoever; 4. To insure and keep insured Company s properties, buildings, machinery, plants, materials, equipment and all other properties of the Company, movable or immovable either lying in the offices, or elsewhere or in transit for import against loss or damage by fire or other risks and to sell, assign, surrender or discontinue any of the insurances effected in pursuance of this; 5. To incur expenses as may be necessary to maintain offices and other buildings and otherwise deal with the Company s properties, articles or things or for the purposes of the business of the Company; 6. To raise or borrow (otherwise than by way of debentures/ deposits) from time to time on behalf of the Company, funds not exceeding Rupees One Crores between two consecutive Board Meetings; 7. To invest and deal with the moneys of the Company not exceeding Rupees Five Crores between two consecutive Board Meetings or to deposit the same with banks and from time to time to realise and vary such investments; 8. To operate upon and close accounts current, fixed or otherwise with any bank or bankers, merchant or merchants or with any company or companies, firm or firms, individual or individuals and to pay moneys into and to draw moneys from any such account or accounts from time to time; 9. To attend any general meeting of any of the companies in which the Company holds shares or is a Member or any adjournment thereof and to exercise all the rights and powers of a Member on behalf of the Company in the same manner as the Company could exercise if it were personally present as an individual Member of such company / companies, including the right to appointment one or more proxies to attend and vote at any of the general meetings; 10. To appoint or employ for the Company s transactions and management of affairs and from time to time to discharge or remove or suspend or re-appoint and reemploy or replace managers, officers, employees and other Members of the staff of the Company, bankers, all kinds of agents, brokers, advocates, solicitors, pleaders, lawyers, engineers, technicians and experts with such powers and duties and upon such terms as to duration of employment, remuneration or otherwise; 11. To incur such expenses, in unavoidable situations and exigencies, as may deem expedient for business purposes subject to ratification by the Board of Directors; 12. To make applications to various government, semigovernment and local authorities and to execute requisite declarations, statements and other documents, on behalf of the Company, for any permissions, licenses, and registrations, and enhance or modify the application that are necessary for the Company for carrying out the day to day affairs of the Company and to comply with and / or cause to be complied with all statutory requirements affecting the Company and to represent the Company before any Eleventh Annual Report 5

10 Government, Courts of Law, civil, criminal, industrial or labour, revenue or before all conciliators, other public officers, authorities, bodies or tribunals in connection with all suits, actions, petitions, appeals and other legal or other proceedings and matters whether civil, criminal, revenue, industrial or labour in which the Company may be concerned or interested whether as plaintiffs, defendants, petitioners, appellants, respondents, opponents, prosecutors, opposing creditors or in any other capacity whatsoever or otherwise howsoever and in all matters in anywise concerning the business affairs and properties of the Company and to appear and to represent the Company in all actions, suits, appeals, petitions, and other proceedings under all Acts or enactments of the Parliament of India or of any State Legislature and to affirm, declare and sign all pleadings applications, petitions, statements, memoranda of appeal, affidavits, documents, acknowledgments and papers in connection therewith and to appear and to represent the Company before all officers, authorities, bodies or tribunals under any of the said Acts or enactments; 13. To apply for and obtain copies of returns of Incom, refund orders, depositions, correspondence, proceedings, assessment orders, appellate orders or orders of tax / in land revenue authorities on the Company s behalf herein and to carry on all correspondence and also apply for extension of time, accept notices, assessment orders, appellate orders, revision orders, tribunal judgment etc., on behalf of the Company; 14. To institute, defend, prosecute, conduct, compound, refer to arbitration, abandon and to compromise legal or other proceedings, claims and disputes by or against the Company or in which the Company may be concerned or interested; 15. To collect, ask, demand, sue or recover and receive from all persons, firms, companies, societies including the Government, its agents and servants or local authorities in any part of the world, liable to pay, transfer and deliver the same respectively all such sums of money, stocks, funds, interests, dividends, debts, dues, goods, effects and things now or hereafter to be owing or payable or belonging to the Company by virtue of any security or by right, title, ways or means howsoever or upon any balance of accounts and upon receipt thereof to ask, demand, sue for, recover and receive from persons or from everybody, political or corporate, whom it shall or may concern all sums of money, debts, dues, chattels, effects and things of whatsoever nature and description which now are or at any time or times during the subsistence of these presents shall or may be or become owing, payable or belonging to the Company in or by any right, title, ways or means howsoever; 16. To protest unpaid bills, obtain declarations of bankruptcy from others, attend and vote at all meetings in all bankruptcy, insolvency and liquidation or other proceedings in which the Company may be interested or concerned, concur in or object to the appointment of trustees and Members of committees of control and take part in the same, and accept and repudiate composition whether judicial or otherwise; 17. To engage, constitute appoint and remove advocates, attorneys, lawyers, pleaders or other authorities to advise the Company, to prosecute or defend all proceedings in which the Company may be concerned and to advise the Company on all legal and tax issues and in connection with any reference or proceedings in the Tribunals in the High Court or other Court in connection with the above matters or in or about the premises and to sign vakalatnamas or warrants to act or appeals in any such matters; 18. To apply for, purchase or otherwise acquire any patents, copyrights, designs and inventions, licenses, concessions and the like conferring any exclusive or non-exclusive or limited right to use any trade secret or other information as to any invention which may seems capable of being used for any of the Company s purposes or the acquisition of which may seem calculated directly or indirectly to benefit the Company and in accordance with the terms if any of such property rights or information so acquired to use, exercise, develop or grant licenses in respect of or otherwise turn to account the property rights or information so acquired; 19. To sign various applications, forms, returns or any other document to be filed by the Company under the provisions of Companies Act, 2013, and the Rules made thereunder, by using Digital Signature Certificate and 20. To delegate from time to time as he thinks fit to do, execute and perform all or any such matters and things as aforesaid to other officers of the Company. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to add, delete or amend the designation, powers and responsibilities of Mr. Satish K Singh, Executive Director, as may be necessary from time to time, in the best interest of the Company. Item No. 7: Appointment of Mr. Deepak Ramchand Sharma as an Independent Director of the Company To consider and if thought fit to pass the following resolution as an Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 149 read with Section 152, Schedule IV, the Companies (Appointment and Qualification of Directors) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013 and Clause 49 6 Eleventh Annual Report

11 of the Listing Agreement, Mr. Deepak Ramchand Sharma (DIN: ), who was appointed as an Independent Director liable to retire by rotation at an Annual General Meeting held on September 30, 2014, and whose term expires at this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013, from a Member proposing candidature of Mr. Deepak Ramchand Sharma for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for a period of 3 years upto the conclusion of the Fourteenth Annual General Meeting of the Company to be held for the financial year ended March 31, 2018, subject to Mr. Deepak Ramchand Sharma satisfying the criteria of independence in terms of the Companies Act, 2013, Rules made thereunder and the Listing Agreement, and shall not be liable to retire by rotation. Item No. 8: Appointment of Mr. Manmohan Singh Kapur as an Independent Director of the Company To consider and if thought fit to pass the following resolution as an Special Resolution: RESOLVED THAT pursuant to the provisions of Sections 149 read with Section 152, Schedule IV, the Companies (Appointment and Qualification of Directors) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Mr. Manmohan Singh Kapur (DIN: ), who was appointed as an Independent Director liable to retire by rotation at an Annual General Meeting held on September 30, 2014, and whose term expires at this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013, from a Member proposing candidature of Mr. Manmohan Singh Kapur for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for a period of 3 years upto the conclusion of the Fourteenth Annual General Meeting of the Company to be held for the financial year ended March 31, 2018, subject to Mr. Manmohan Singh Kapur satisfying the criteria of independence in terms of the Companies Act, 2013, Rules made thereunder and the Listing Agreement, and shall not be liable to retire by rotation. Item No. 9: Appointment of Dr. Bharat Kumar Raut as an Independent Director of the Company To consider and if thought fit to pass the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to provisions of Sections 149 read with Section 152, Schedule IV, the Companies (Appointment and Qualification of Directors) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Dr. Bharat Kumar Raut (DIN: ), who was appointed as an Additional Director of the Company by the Board of Directors with effect from May 28, 2015 and who holds office until the date of this Annual General Meeting, in terms of Section 161 of the Companies Act, 2013, and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013, from a Member proposing candidature of Dr. Bharat Kumar Raut for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for a period of 3 years upto the conclusion of the Fourteenth Annual General Meeting of the Company to be held for the financial year ended March 31, 2018, subject to Dr. Bharat Kumar Raut satisfying the criteria of independence in terms of the Companies Act, 2013, Rules made thereunder and the Listing Agreement, and shall not be liable to retire by rotation. Item No. 10: Appointment of Mr. Kumar Ketkar as an Independent Director of the Company To consider and if thought fit to pass the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to provisions of Sections 149 read with Section 152, Schedule IV, the Companies (Appointment and Qualification of Directors) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013 and Clause 49 of the Listing Agreement, Mr. Kumar Ketkar (DIN: ), who was appointed as an Additional Director of the Company by the Board of Directors with effect from May 28, 2015 and who holds office until the date of this Annual General Meeting, in terms of Section 161 of the Companies Act, 2013, and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013, from a Member proposing candidature of Mr. Kumar Ketkar for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for a period of 3 years upto the conclusion of the Fourteenth Annual General Meeting of the Company to be held for the financial year ended March 31, 2018, subject to Mr. Kumar Ketkar satisfying the criteria of independence in terms of the Companies Act, 2013, Rules made thereunder and the Listing Agreement, and shall not be liable to retire by rotation. Item No. 11: Preferential issue of Securities To consider and if thought fit to pass the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 42 read with Section 62, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 and the provisions of Chapter VII of the Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2009 as amended from time to time (hereinafter referred to as the SEBI (ICDR) Regulations, 2009 ) and any other applicable guidelines/ Eleventh Annual Report 7

12 regulations issued by the Securities and Exchange Board of India (SEBI) and subject to all necessary approvals, consents, permissions and/or sanctions of the statutory or regulatory authorities, other applicable laws and the enabling provisions of the Memorandum and Articles of Association of the Company and the provisions of the Listing Agreement entered into with the Recognised Stock Exchanges where the shares of the Company are listed and subject to such terms and conditions as may be determined by the Board of Directors of the Company (herein after referred to as the Board which expression shall include a committee, constituted for the time being in force, thereof) and subject to such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, consents, permissions or sanctions and agreed to by the Board, the consent and approval of the Company be and is hereby accorded and the Board be and is hereby Name of Proposed Allottee Mi Marathi Media Limited authorized to create, offer, issue and allot, from time to time, in one or more tranches, up to 12,60,000 (Twelve Lacs Sixty Thousand) Convertible Warrants on preferential basis to the proposed allottee by way of conversion of unsecured loan given by the proposed allottee to the Company at such price as may be determined in accordance with the SEBI (ICDR) Regulations, 2009 with respect to the Relevant Date i.e. August 31, 2015, with right to apply for and get allotted one Equity Share of the face value of Rs. 10/- (Rupees Ten only) each for every warrant held by them, in one or more tranches within a period of 18 (Eighteen) months from the date of allotment of warrants upon such other terms and conditions as may be deemed appropriate by the Board at its absolute discretion. RESOLVED FURTHER THAT: a. The Relevant Date for the purpose of determining the issue price under SEBI (ICDR) Regulations, 2009 relating to the shares to be issued on preferential basis shall be August 31, 2015 i.e. 30 days prior to Annual General Meeting. b. The convertible warrants upon conversion into equity shares as referred to above shall in all respect rank pari-passu with the existing fully paid up equity shares of the Company, including entitlement to dividend, if any. c. The equity shares to be so allotted upon exercise of Convertible warrants shall be in dematerialized form and shall be subject to the provisions of Memorandum and Articles of Association of the Company. d. The holder of each warrant will be entitled to apply for and obtain allotment of 1 (One) Equity Share of the Face value of Rs. 10/- (Rupees Ten only) each of the Company against each warrant at any time after the date of allotment but on or before the expiry of 18 (Eighteen) months from the date of allotment, in one or more tranches. 8 No. of warrants proposed Category to be issued 12,60,000 Group Company Status Body Corporate e. In the event the warrant holder(s) does not exercise the convertible warrants within 18 months from the date of allotment of the convertible warrants, the convertible warrants shall lapse and the amount paid shall stand forfeited by the Company. f. The aforesaid convertible warrants allotted on preferential basis shall be locked in from the date of trading approval granted from the Recognised Stock Exchanges for such period as prescribed in Regulation 78 of SEBI (ICDR) Regulations, g. In terms of Regulation 74 of the SEBI (ICDR) Regulations, 2009 allotment of Convertible Warrants in the present Preferential Issue will be made within a period of 15 days from the date of passing of the aforesaid Resolution. RESOLVED FURTHER THAT that for the purpose of giving effect to the above, the Board be and is hereby authorized on behalf of the Company to take all actions and do all such deeds, matters and things as it may, in its absolute discretion deem necessary, desirable, incidental or expedient to the issue or allotment of the aforesaid Warrants and listing of the Equity Shares with the Recognised Stock Exchanges as appropriate and to clarify, resolve and settle all questions and difficulties that may arise in relation to the proposed issue, offer and allotment of any of the said Warrants, the utilization of the issue proceeds and to do all acts, deeds and things in connection therewith and incidental thereto as the Board in its absolute discretion may deem fit, without being required to seek any further consent or approval of the members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution. RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferred by this resolution on it, to any Committee of Directors, any other Director(s) or officer(s) of the Company to give effect to the aforesaid resolution. By order of the Board of Directors Avinash Godse Place: Mumbai Chief Financial Officer Date: August 14, 2015 & Company Secretary Registered Office: Broadcast Initiatives Limited 101, Sumer Kendra Society, Pandurang Budhkar Marg, Near Doordarshan Kendra, Behind Mahindra & Mahindra Tower, Worli, Mumbai Tel.: +91 (022) investorservices@liveindia.tv Website: CIN: L92130MH2004PLC Eleventh Annual Report

13 Notes: 1. Statement explaining material facts pursuant to Section 102(1) of the Companies Act, 2013, and disclosure as per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 with respect to the special business set out in the Notice is annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXY, IN ORDER TO BE EFFECTIVE MUST BE DULY FILLED, STAMPED, SIGNED AND DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. 3. A person can act as a proxy on behalf of Members not exceeding fifty and holding in the aggregate not more than ten per cent of the total share capital of the Company carrying voting rights. A Member holding more than ten per cent of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such person shall not act as a proxy for any other shareholder. 4. Corporate Members intending to send their authorised representative to attend the Annual General Meeting are requested to send to the Company a duly certified copy of the Board Resolution authorising their representative to attend and vote at the Annual General Meeting. 5. The Register of Members and Share Transfer Books will remain closed from Thursday, September 24, 2015 to Wednesday, September 30, 2015 (both days inclusive). 6. The Company is pleased to offer E-Voting facility for its Members to enable them to cast their votes electronically with the help of Central Depository Services (India) Limited (CDSL). For conducting this e-voting activity in a fair and transparent manner, the Board of Directors has appointed CS Gopal R. Kadawat, Practicing Company Secretary, Pune as a Scrutinizer. The procedure and instructions for E-Voting are as follows: a) The voting period begins on Sunday, September 27, 2015 at 9.00 a.m. IST and shall end on Tuesday, September 29, 2015 at 5.00 p.m. IST. During this period, shareholders of the Company, holding shares either in physical form or dematerialized form, as on cut-off date Wednesday, September 23, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. b) The shareholder should log on to the e-voting website www. evotingindia.com. c) Click on Shareholders tab. d) Now Enter your User ID For CDSL: 16 digits beneficiary ID, For NSDL: 8 Character DP ID followed by 8 Digits Client ID, Members holding shares in Physical Form should enter Folio Number registered with the Company. e) Next enter the Image Verification as displayed and Click on Login. f) If you are holding shares in demat form and had logged on to and voted on an earlier voting of any other Company, then your existing password is to be used. g) If you are a first time user follow the steps given below: For Members holding shares in Demat Form and Physical Form PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the demat account/ folio number in the PAN field. In case the sequence number is less than 8 digits enter the applicable number of 0 s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with folio number 100 then enter RA in the PAN field. DOB Enter the Date of Birth as recorded in your demat account or in the Company records for the said demat account or folio in dd/mm/yyyy format. Dividend Enter the Dividend Bank Details as recorded in your Bank demat account or in the Company records for the Details said demat account or folio. Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or Company please enter the number of share held by you as on the cut off date in the Devidend Bank details field. h) After entering these details appropriately, click on SUBMIT tab. i) Members holding shares in physical form will then reach directly the Company selection screen. However, Members holding shares in demat form will now reach Password Creation menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Eleventh Annual Report 9

14 j) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. k) Click on the EVSN for the Company Name Broadcast Initiatives Limited on which you choose to vote. l) On the voting page, you will see RESOLUTION DESCRIPTION and against the same the option YES/NO for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution. m) Click on the RESOLUTIONS FILE LINK if you wish to view the entire Resolution details. n) After selecting the resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed. If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accordingly modify your vote. o) Once you CONFIRM your vote on the resolution, you will not be allowed to modify your vote. p) You can also take print out of the voting done by you by clicking on Click here to print option on the Voting page. q) If Demat account holder has forgotten the changed password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system. r) Note for Non-Individual Shareholders and Custodian: 10 Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and custodian are required to log on to and register themselves as Corporates. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be ed to helpdesk.evoting@cdslindia.com. After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on. The list of accounts should be ed to helpdesk. evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote. A scanned copy of the Board Resolution and Power of Attorney (PoA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same. s) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ( FAQs ) and e-voting manual available at under help section or write an to helpdesk.evoting@cdslindia.com. 7. Members / Proxies are requested to bring duly filled attendance slips to be deposited with the Company officials at the venue of the meeting. 8. The Statutory Registers maintained under the Companies Act, 2013, will be available for inspection by the Members at the Annual General Meeting. 9. Members desiring any information as regards to accounts are requested to write to the Company at an early date so as to enable the management to keep the information ready. 10. Copies of all documents referred to in the Notice are available for inspection at the Registered Office of the Company between 2 p.m. to 4 p.m. IST on all working days till the date of the Annual General Meeting. 11. Pursuant to SS- 2 i.e. Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India, the route map for reaching the Meeting venue showing the prominent landmarks is given elsewhere in this Notice. Further, the Company has uploaded the said route map on its website at The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company / Link Intime. 13. Non-Resident Indian Members are requested to inform Link Intime, immediately of: a) Change in their residential status on return to India for permanent settlement. b) Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier. 14. As a measure of austerity and green initiatives of the Company, copies of Annual Report will not be distributed at the Annual General Meeting, members are requested to bring their copy of Annual Report to the Meeting. The Annual Report may also be accessed on Company s website With a view to take Green Initiative in the Corporate Governance by allowing paperless compliances by the companies, the Ministry of Corporate Affairs (the Ministry ) has allowed companies to share documents with Members through electronic communication. It is a welcome move for the society at large, as this will reduce paper consumption to a great extent and allow public at large to contribute towards a greener environment. This is a golden opportunity for every Member to support the initiative of the Ministry. Eleventh Annual Report

15 To support initiative of the Ministry and in view of Live India s Green Movement, the Company will henceforth propose to send documents to Members in electronic form, at the address provided by you with your depositories. In case you desire to have a different id to be registered, please update the same with your Depository Participant. Registering your address helps you to receive communication promptly, reduce paper consumption and save trees, eliminate wastage of paper, avoid loss of document in postal transit and save costs on paper and on postage. The Company will also make available a copy of the Annual Report and quarterly results on the Company s website. Members are requested to communicate matters relating to shares to the Company s Registrar and Share Transfer Agent. Statement explaining material facts pursuant to Section 102(1) of the Companies Act, 2013: Item No. 3 and 4 Based on recommendation of the Nomination & Remuneration Committee of the Board, Ms. Supriya Kanase, Chief Executive Officer of the Company was appointed as an Additional Director of the Company with effect from May 28, 2015, pursuant to Section 161 of the Companies Act, Pursuant to the provisions of Section 161 of the Companies Act, 2013, Ms. Supriya Kanase will hold office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a Member along with a deposit of Rs. 1,00,000 proposing candidature of Ms. Supriya Kanase for the office of Director of the Company. The Company has received from Ms. Supriya Kanase a consent in writing to act as a Director of the Company in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 and intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that she is not disqualified under Section 164(2) of the Companies Act, Further, the Board of Directors also appointed Ms. Supriya Kanase, subject to the approval of Members in the general meeting as a Managing Director of the Company for a period of 3 years commencing from May 28, The terms and conditions of appointment are as follows: a. Period of appointment:- 3 years beginning from the date of appointment i.e. May 28, 2015 and ending on May 28, b. Details of remuneration:- As provided in Item No. 4 of the Notice of Annual General Meeting. c. Ms. Supriya Kanase shall perform such duties as shall from time to time entrusted to her, subject to superintendence, guidance and control of the Board of Directors and she shall perform such other duties as shall from time to time be entrusted to her by the Board of Directors as detailed in Item No. 4 of the Notice of Annual General Meeting. In terms of Sections 2(94) read with Section 196, Section 197 and Schedule V to the Companies Act, 2013, appointment of Managing Director and the payment of remuneration is required to be approved by the Members of the Company. The terms of appointment of Ms. Supriya Kanase as Managing Director, as stated in this notice, may be treated as the abstract under Section 190 of the Company Act, The copies of relevant resolution of the Board with respect to the appointment is available for inspection by Members at the registered office of the Company during working hours on any working day till the date of the Annual General Meeting. Statement as per Schedule V (Part II) (Section II) of the Companies Act, 2013: Sr. No. General Information 1. Nature of Industry The Company is into the business of Broadcasting and having a Live India National Hindi News channel 2. Date or expected date of commencement of commercial production The Company is having its operations since Eleventh Annual Report 11

16 3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in prospectus Not Applicable 4. Financial Performance based on given indicators 5. Foreign Investment or collaboration, if any Not Applicable As on March 31, 2015 Total Income: Rs Lacs Total Expenditure: Rs Lacs Profit/ (Loss): Rs. ( ) Lacs Information about the Appointee 6. Background Details Ms. Supriya Vasant Kanase, Chief Executive Officer, is Managing the business operations of the Company since Past Remuneration Rs Lacs p.a. as a Chief Executive Officer of the Company 8. Recognition or Awards Nil 9. Job Profile and her suitability Her core responsibility as a Chief Executive Officer and Managing Director is to identify, develop and direct the implementation of the business strategy. She s also adept at counseling and had a diverse experience across the various verticals like Human Resource, Finance and Personnel Management. 10. Remuneration Proposed As detailed in the resolution 11. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and in person 12. Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any The proposed remuneration is commensurate with size and nature of the business of the Company and big responsibility Ms. Supriya Kanase is carrying. The remunerations do differ from Company to Company in the industry depending on the respective operations and responsibilities. Apart from drawing remuneration as Managing Director of the Company, there are no other pecuniary relationships. Ms. Supriya Kanase is not related to any Key Managerial Personnel of the Company. Her shareholding in the Company is NIL. Other information 13. Reasons of loss or inadequate profits The Company incurred losses due to Rising Competition, High Cost of production and distribution expenses, changing Government policies, increase in labor Cost etc. 14. Steps taken or proposed to be taken for improvement 15. Expected increase in productivity and profits in measurable terms The Company has continuously implemented various measures such as improving operational efficiencies, re-negotiation 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. Expected Income (Rs. in Lacs) March, 2016 March, 2017 March, Profile of Ms. Supriya Kanase: Ms. Supriya Kanase, Chief Executive Officer, has been the Managing Director at Live India since May 28, Her core responsibility as a Chief Executive Officer and Managing Director is to identify, develop and direct the implementation of the business strategy. 12 Eleventh Annual Report

17 She s also adept at counseling and had a diverse experience across the various verticals like Human Resource, Finance and Personnel Management. Sr. No. Particulars Description 1. Name of Director Ms. Supriya Vasant Kanase 2. Father s Name Mr. Vasant Kanase 3. Date of Birth May 17, Date of Appointment May 28, Expertise in specific functional areas Operations Management 6. Qualifications Bachelor of Commerce (B. Com.) Masters in Personnel Management 7. List of outside Directorships held* Mi Marathi Media Limited and Brainworks Media Private Limited 8. Member of the Committees of the Board of the Company 9. Member of the Committees in other companies in India Audit Committee Stakeholders Relationship Committee Mi Marathi Media Limited Audit Committee; Nomination & Remuneration Committee 10. Shareholding in the Company Nil 11. Relationship with other Directors No * As on August 14, 2015 Except Ms. Supriya Kanase none of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the Ordinary and Special Resolution set out in Item No. 3 and 4 respectively of the Notice, except to the extent of their shareholding in the Company. The Board of Directors of your Company is of the opinion that appointment of Ms. Supriya Kanase as a Managing Director of the Company would be beneficial to the Company and hence recommends the Ordinary and Special Resolution set out in Item No. 3 and 4 respectively of the Notice for approval by the Members. Item No. 5 and 6 Based on recommendation of the Nomination & Remuneration Committee of the Board, Mr. Satish K Singh, Group Editor-in- Chief, of the Company was appointed as an Additional Director of the Company with effect from March 21, 2015, pursuant to Section 161 of the Companies Act, Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Satish K Singh will hold office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a Member along with a deposit of Rs. 1,00,000 proposing candidature of Mr. Satish K Singh for the office of Director of the Company. The Company has received from Mr. Satish K Singh a consent in writing to act as a Director of the Company in Form DIR- 2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 and intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Section 164(2) of the Companies Act, Further, the Board of Directors also appointed Mr. Satish K Singh, subject to the approval of Members in the general meeting as an Executive Director of the Company for a period of 3 years commencing from March 21, The terms and conditions of the appointment are as follows: a. Period of appointment:- 3 years beginning from the date of appointment i.e. March 21, 2015 and ending on March 21, b. Details of remuneration:- As provided in Item No. 6 of the Notice of Annual General Meeting. c. Mr. Satish K Singh shall perform such duties as shall from time to time entrusted to him, subject to superintendence, guidance and control of the Board of Directors and he shall perform such other duties as shall from time to time be entrusted to him by the Board of Directors as detailed in Item No. 6 of the Notice of Annual General Meeting. In terms of Sections 2(94) read with Section 196, Section 197 and Schedule V to the Companies Act, 2013, appointment of Executive Director and the payment of remuneration is required to be approved by the Members of the Company. Eleventh Annual Report 13

18 The terms of appointment of Mr. Satish K Singh as an Executive Director, as stated in this notice, may be treated as the abstract under Section 190 of the Company Act, The copies of relevant resolution of the Board with respect to the appointment is available for inspection by Members at the registered office of the Company during working hours on any working day till the date of the Annual General Meeting. Statement as per Schedule V (Part II) (Section II) of the Companies Act, 2013: Sr. No. General Information 1. Nature of Industry The Company is into the business of Broadcasting and having a Live India National Hindi News channel 2. Date or expected date of commencement of commercial production 3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in prospectus 4. Financial Performance based on given indicators The Company is having its operations since Not Applicable 5. Foreign Investment or collaboration, if any Not Applicable As on March 31, 2015, Total Income: Rs Lacs Total Expenditure: Rs Lacs Profit/ (Loss): Rs. ( ) Lacs Information about the Appointee 6. Background Details Mr. Satish K Singh, Group Editor-in-Chief, has been the Executive Director at Live India since March 21, Past Remuneration Rs Lacs p.a. as a Group Editor-in-Chief of the Company 8. Recognition or Awards Nil 9. Job Profile and his suitability Mr. Satish K Singh has over two decades of experience in journalism. With more than two decades in journalism, Mr. Satish K Singh spent around 15 years with Zee News in various roles. He had also worked in NDTV India as Output Editor in Remuneration Proposed As detailed in the resolution 11. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and in person 12. Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any The proposed remuneration is commensurate with size and nature of the business of the Company and big responsibility Mr. Satish K Singh is carrying. The remunerations do differ from Company to Company in the industry depending on the respective operations and responsibilities. Apart from drawing remuneration as an Executive Director of the Company, there are no other pecuniary relationships. Mr. Satish K Singh is not related to any Key Managerial Personnel of the Company. His shareholding in the Company is NIL. Other information 13. Reasons of loss or inadequate profits The Company incurred losses due to Rising Competition, High Cost of production and distribution expenses, changing Government policies, increase in labor Cost etc. 14 Eleventh Annual Report

19 14. Steps taken or proposed to be taken for improvement 15. Expected increase in productivity and profits in measurable terms Profile of Mr. Satish K Singh: 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. Expected Income (Rs. in Lacs) Mr. Satish K Singh, Group Editor-in-Chief, has been the Executive Director at Live India since March 21, Mr. Satish K Singh has over two decades of experience in journalism. With more than two decades in journalism, Mr. Satish K Singh spent around 15 years with Zee News in various roles. He had also worked in NDTV India as Output Editor in He was also the news director of Focus TV (Positive Television) for a very short period. Sr. No. Particulars Description 1. Name of Director Mr. Satish K Singh 2. Father s Name Mr. Chandramauleshwar Prasad Sharma 3. Date of Birth January 26, Date of Appointment March 21, Expertise in specific functional areas Journalism 6. Qualifications M.A. (Political Science) PGDM 7. List of outside Directorships held* Mi Marathi Media Limited; Brainworks Media Private Limited and Mission Info Media Private Limited 8. Member of the Committees of the Board of the Company Nil 9. Member of the Committees in other companies in India Mi Marathi Media Limited Audit Committee Nomination & Remuneration Committee 10. Shareholding in the Company Nil 11. Relationship with other Directors No * As on August 14, 2015 March, 2016 March, 2017 March, Except Mr. Satish K Singh none of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the Ordinary and Special Resolution set out in Item No. 5 and 6 respectively of the Notice, except to the extent of their shareholding in the Company. The Board of Directors of your Company is of the opinion that appointment of Mr. Satish K Singh as an Executive Director of the Company would be beneficial to the Company and hence recommends the Ordinary and Special Resolution set out in Item No. 5 and 6 respectively of the Notice for approval by the Members. Item No. 7 & 8 Mr. Deepak Ramchand Sharma and Mr. Manmohan Singh Kapur, existing Independent Directors of the Company were reappointed as an Independent Directors of the Company not liable to retire by rotation, in the Annual General Meeting held on September 30, 2014, to hold office for a period of 1 year. Mr. Deepak Ramchand Sharma and Mr. Manmohan Singh Kapur will hold office up to the date of the ensuing Annual General Eleventh Annual Report 15

20 Meeting. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a Member along with a deposit of Rs. 1,00,000 each proposing the candidature of Mr. Deepak Ramchand Sharma and Mr. Manmohan Singh Kapur for the office of Director of the Company. Accordingly, separate resolutions are proposed for reappointment of Mr. Deepak Ramchand Sharma and Mr. Manmohan Singh Kapur, as an Independent Directors of the Company not liable to retire by rotation. Section 149 of the Companies Act, 2013 and the Listing Agreement, prescribes criteria for independence. The Company has obtained a declaration from Mr. Deepak Ramchand Sharma and Mr. Manmohan Singh Kapur that they meets the criteria of independence as prescribed in the Companies Act, 2013 and the Listing Agreement. In the opinion of the Board of Directors, Mr. Deepak Ramchand Sharma and Mr. Manmohan Singh Kapur, satisfy the independence criteria in terms of the Companies Act, 2013 and the Listing Agreement. Subject to the approval of the Members of the Company, the Board of Directors recommend the appointment of Mr. Deepak Ramchand Sharma and Mr. Manmohan Singh Kapur as the Independent Director of the Company, for a period of 3 consecutive years upto the conclusion of the fourteenth Annual General Meeting of the Company to be held for the financial year ended March 31, A copy of the draft letter of appointment for Independent Directors of the Company setting out the terms and conditions of the appointment is available for inspection by the Members without any fee at the Company s registered office. Performance Evaluation of Independent Directors: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of the Directors individually including Independent Directors on parameters such as skills, knowledge, participation in meetings, contribution towards corporate governance practices, compliance with code of ethics, etc. The Directors expressed their satisfaction with the evaluation process. Profiles of Mr. Deepak Ramchand Sharma: Mr. Deepak Ramchand Sharma has been an Independent Director at Live India since May He has been the Director of Blue Nile Credit Assets Private Limited, Gold Finger Realty Investors Private Limited, Group Housing Development Corporation Private Limited and Gold Finger Infra Ventures Private Limited etc. He earned his Bachelor s degree in Commerce (Honors); a Bachelor s degree in Law and also a member of the Institute of Chartered Accountants of India (ICAI). Sr. No. Particulars Description 1. Name of Director Mr. Deepak Ramchand Sharma 2. Father s Name Mr. Ramchand Sharma 3. Date of Birth January 30, Date of Appointment May 13, Expertise in specific functional areas Accounts & Finance 6. Qualifications Bachelor of Commerce (B. Com.); Bachelor of Legal Law (LL. B.); Chartered Accountant (CA) 7. List of outside Directorships held* Blue Nile Credit Assets Private Limited; Sunsuvi Cables Limited; Gold Finger Realty Investors Private Limited; Group Housing Development Corporation Private Limited; Gold Finger Infra Ventures Private Limited; Enaar Infinity Solutions Private Limited; and Goldfinger Jaggery Private Limited 8. Member of the Committees of the Board of the Company 9. Member of the Committees in other companies in India 10. Shareholding in the Company 298 equity shares 11. Relationship with other Directors No * As on August 14, 2015 Audit Committee; Nomination and Remuneration Committee and Stakeholders Relationship Committee Nil 16 Eleventh Annual Report

21 Profiles of Mr. Manmohan Singh Kapur: Mr. Manmohan Singh Kapur has been an Independent Director at Live India since December Mr. Manmohan Singh Kapur served as the Chairman and Managing Director of Vijaya Bank Limited until March 31, He has more than 37 years of service experience in Banking Industry. He served in various public sector banks, including Syndicate Bank, Punjab Sind Bank, Punjab and Maharashtra Co-operative Bank and Union Bank of India among others. He served as a Director of Kingfisher Airlines Limited from April 24, 2012 to April 01, He served as a Director of Bharat Dynamics Limited, International Space, Infrastructure Deliveries Private Limited, DKP Solutions Private Limited and Corporate Ispat Alloys Limited. He served as a Non-Executive Independent Director of Precision Pipes and Profiles Company Limited from July 20, 2010 to February 13, He served as a Director of CHD Developers Limited from October 2008 to October He served as an Independent Director of Power Grid Corporation of India Limited from July 10, 2007 to October 5, He graduated with a Bachelor of Science degree and also holds a Master of Arts degree from Punjab University. Sr. No. Particulars Description 1. Name of Director Mr. Manmohan Singh Kapur 2. Father s Name Late S. Balwant Singh Kapur 3. Date of Birth March 10, Date of Appointment December 12, Expertise in specific functional areas Banking & Finance 6. Qualifications Bachelor of Science (B. Sc.), Master of Arts (M.A.) 7. List of outside Directorships held* International Space And Infrastructure Delieveries Private Limited; The Lake Shore Palace Hotel Private Limited; CHD Developers Limited; Shakti Bhog Foods Limited; United Breweries (Holdings) Limited; Sri Adhikari Brothers Television Network Limited; Bangalore Beverages Limited; UB Infrastructure Projects Limited; Kingfisher Finvest India Limited; and Mi Marathi Media Limited 8. Member of the Committees of the Board of the Company 9. Member of the Committees in other companies in India Audit Committee Nomination and Remuneration Committee Shakti Bhog Foods Limited Audit Committee 10. Shareholding in the Company Nil 11. Relationship with other Directors No * As on August 14, 2015 United Breweries (Holdings) Limited Audit Committee Sri Adhikari Brothers Television Network Limited Audit Committee Stakeholder Relationship Committee CHD Developers Limited Audit Committee Mi Marathi Media Limited Audit Committee Nomination and Remuneration Committee Eleventh Annual Report 17

22 Except Mr. Deepak Ramchand Sharma and Mr. Manmohan Singh Kapur none of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the Special Resolution set out in Item No. 7 and 8 respectively of the Notice, except to the extent of their shareholding in the Company. The Board recommends the Special Resolution set out at Item No. 7 and 8 respectively of the Notice for approval by the Members. Item No. 9 Based on recommendation of the Nomination & Remuneration Committee of the Board, Dr. Bharat Kumar Raut has appointed as an Additional Director of the Company, in the category of Independent Directors with effect from May 28, 2015, pursuant to Section 161 of the Companies Act, Pursuant to the provisions of Section 161 of the Companies Act, 2013, Dr. Bharat Kumar Raut will hold office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a Member along with a deposit of Rs. 1,00,000 proposing candidature of Dr. Bharat Kumar Raut for the office of Director of the Company. The Company has received from Dr. Bharat Kumar Raut a consent in writing to act as a Director of the Company in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 and intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Section 164(2) of the Companies Act, Section 149 of the Companies Act, 2013 and the Listing Agreement, prescribes criteria for independence. The Company has obtained a declaration from Dr. Bharat Kumar Raut that he meets the criteria of independence as prescribed in the Companies Act, 2013 and the Listing Agreement. In the opinion of the Board of Directors, Dr. Bharat Kumar Raut satisfies the independence criteria in terms of the Companies Act, 2013 and the Listing Agreement. Subject to the approval of the Members of the Company, the Board of Directors recommend the appointment of Dr. Bharat Kumar Raut as the Independent Director of the Company, for a period of 3 consecutive years upto the conclusion of the fourteenth Annual General Meeting of the Company to be held for the financial year ended March 31, A copy of the draft letter of appointment for Independent Directors of the Company setting out the terms and conditions of the appointment is available for inspection by the Members without any fee at the Company s registered office. Profile of Dr. Bharat Kumar Raut: Dr. Bharat Kumar Raut has been the additional Director at Live India since May 28, Dr. Bharat Kumar Raut was elected to Rajya Sabha in April During May 2008-May 2009 he had been a member of Parliamentary Standing Committee; August 2009 onwards External Affairs Member; Member of Consultative Committee for the Ministry of Information and Broadcasting; September 2008 onwards Member of Committee on Subordinate Legislation; August 2009 onwards Member of Committee on Public Undertakings; December 2009 onwards Member of Joint Parliamentary Committee on Offices of Profit; Member of Indian Parliamentary Group; May 2011 onwards Member of Committee on Public Undertakings; August 2012 onwards Member of Committee on Food, Consumer Affairs and Public Distribution. Dr. Bharat Kumar Raut, being a practicing journalist for over a four decades; worked in English and Marathi newspapers, Government and private television channels in India and abroad; was Editor, Maharashtra Times; launched ZEE News, India s first news channel; Editorial Director at Lokmat Media Group ; President, Mumbai Marathi Patrakar Sangh, ; was Trustee, Shree Siddhivinayak Temple Trust, ; Member, (i) Executive Committee, Bombay Union of Journalists and (ii) Telephone Advisory Committee, MTNL, since 2008, at present he is associate with Mi Marathi Channel as Consulting Editor. Dr. Bharat Kumar Raut is awarded for his social and cultural activities viz. (i) Journalist of the Year by Giants International, (ii) Harivanshrai Bachchan Award for Excellence in Journalism by Aashirwad, (iii) G.G. Jadhav Puraskar by Mumbai Marathi Patrakar Sangh and (iv) Balshastri Jambhekar Puraskar by Marathi Patrakar Parishad. Dr. Bharat Kumar Raut is the author of various books published in Marathi and English language viz. (i) Andharatil Ek Prakash, 1977 (ii) Drishtikon, 2004 (iii) Nayak, 2004 (iv) Shiv Sena: Haar Aani Prahaar, 2005 (v) Asa Drishtikon, 2006 (vi) Ashi Hee Mumbai, 2008 (vii) Manovedh, 2010 and (viii) Geeta: Anand Yatra (2011); (ix) Past Forward, (Internet edition, in English) Sr. No. Particulars Description 1. Name of Director Dr. Bharat Kumar Raut 2. Father s Name Mr. Bhavanishankar Raut 3. Date of Birth April 06, Eleventh Annual Report

23 4. Date of Appointment May 28, Expertise in specific functional areas Journalism 6. Qualifications Ph.D. 7. List of outside Directorships held* Nil 8. Member of the Committees of the Board of the Company 9. Member of the Committees in other companies in Nil India 10. Shareholding in the Company Nil 11. Relationship with other Directors No * As on August 14, 2015 Nomination & Remuneration Committee Stakeholders Relationship Committee Except Dr. Bharat Kumar Raut none of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the Ordinary Resolution set out in Item No. 9 of the Notice, except to the extent of their shareholding in the Company. The proposed appointment of Independent Directors is justifiable in the opinion of the Board. The Board recommends the resolution as set out in item no. 9 of the Notice for the approval of Members. Item No. 10 Based on recommendation of the Nomination & Remuneration Committee of the Board, Mr. Kumar Ketkar has appointed as an Additional Director of the Company, in the category of Independent Directors with effect from May 28, 2015, pursuant to Section 161 of the Companies Act, Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Kumar Ketkar will hold office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a Member along with a deposit of Rs. 1,00,000 proposing candidature of Mr. Kumar Ketkar for the office of Director of the Company. The Company has received from Mr. Kumar Ketkar a consent in writing to act as a Director of the Company in Form DIR- 2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 and intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Section 164(2) of the Companies Act, Section 149 of the Companies Act, 2013 and the Listing Agreement, prescribes criteria for independence. The Company has obtained a declaration from Mr. Kumar Ketkar that he meets the criteria of independence as prescribed in the Companies Act, 2013 and the Listing Agreement. In the opinion of the Board of Directors, Mr. Kumar Ketkar satisfies the independence criteria in terms of the Companies Act, 2013 and the Listing Agreement. Subject to the approval of the Members of the Company, the Board of Directors recommend the appointment of Mr. Kumar Ketkar as the Independent Director of the Company, for a period of 3 consecutive years upto the conclusion of the fourteenth Annual General Meeting of the Company to be held for the financial year ended March 31, A copy of the draft letter of appointment for Independent Directors of the Company setting out the terms and conditions of the appointment is available for inspection by the Members without any fee at the Company s registered office. Profile of Mr. Kumar Ketkar: Mr. Kumar Ketkar has been the additional Director at Live India since May 28, Mr. Kumar Ketkar serves as the Chief Editor of Loksatta, the leading Marathi Daily of Indian Express Group. Mr. Kumar Ketkar also serves as the Senior Editor of Indian Express Newspapers (Mumbai) Ltd. Earlier, Mr. Kumar Ketkar served as the Editor-In-Chief, Lokmat and also Maharashtra Times, of The Times of India Group. He was also the Resident Editor, Daily Observer, of the Ambani Group, Reliance, ( ). He was the Special Correspondent, The Economic Times, The Times of India Group. At present he is associated with Mi Marathi Channel as a Consulting Editor. Mr. Kumar Ketkar has also got the prestigious Padmashri award for his journalistic work. Mr. Kumar Ketkar is also associated with several social movements. Mr. Kumar Ketkar is also the author of 10 books published in Marathi language. Eleventh Annual Report 19

24 Sr. No. Particulars Description 1. Name of Director Mr. Kumar Ketkar 2. Father s Name Mr. Chintaman Ketkar 3. Date of Birth January 07, Date of Appointment May 28, Expertise in specific functional areas Journalism 6. Qualifications Bachelor of Arts (BA) 7. List of outside Directorships held* Nil 8. Member of the Committees of the Board of the Nomination & Remuneration Committee Company 9. Member of the Committees in other companies in Nil India 10. Shareholding in the Company Nil 11. Relationship with other Directors No * As on August 14, 2015 Except Mr. Kumar Ketkar none of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the Ordinary Resolution set out in Item No. 10 of the Notice, except to the extent of their shareholding in the Company. The proposed appointment of Independent Directors is justifiable in the opinion of the Board. The Board recommends the resolution as set out in item no. 10 of the Notice for the approval of Members. Item No. 11 Considering future plans and operations and financial position of the Company it is proposed to convert the unsecured loan taken from M/s. Mi Marathi Media Limited in to the securities of the Company. The Company gave an offer to M/s. Mi Marathi Media Limited and received a consent letter from them and an application for conversion of unsecured loan into Securities in such time and on such terms and conditions as may be determined by the Board of Directors of the Company. The Board of Directors at their meeting held on August 14, 2015, has decided to convert amount due toward the unsecured loan of M/s. Mi Marathi Media Limited into the securities of the Company. The proposed issue and allotment of convertible warrants on a preferential basis shall be governed by the applicable provisions of the SEBI (ICDR) Regulations, 2009 and the Companies Act, 2013 read with the applicable rules made thereunder. The salient features of the preferential issue of Convertible warrants are as under: 1. Preferential issue size is as follows: 12,60,000 (Twelve Lacs Sixty Thousand) Convertible Warrants at such price as may be determined in accordance with the SEBI (ICDR) Regulations, 2009 with respect to the Relevant Date 20 i.e. August 31, 2015, which may be exercised to receive Equity Shares. 2. Relevant date for the purpose of issue price is August 31, 2015 which is the date 30 th day prior to the date of Annual General Meeting where this resolution is being considered for approval. The minimum price as per the pricing formula prescribed under the SEBI (ICDR) Regulations, 2009 for the preferential issue of Convertible warrants is the price as may be determined as on the Relevant Date i.e. August 31, 2015, being higher of: a) the average of the high and low of the volume weighted average prices at the BSE Limited for 26 Weeks prior to the relevant date. or b) the average of the high and low of the volume weighted average prices at the BSE Limited for 2 weeks prior to the relevant date. 3. The Convertible Warrants shall be exercised within a period of 18 months from the date of their allotment, in one or more tranches. 4. In the event the Warrants Holder(s) does not exercise the Convertible Warrants within 18 months from the date of allotment of the Convertible Warrants, the Convertible Warrants shall lapse and the amount paid shall stand forfeited by the Company. Eleventh Annual Report

25 5. The investor (M/s. Mi Marathi Media Limited) holds no shares of the Company during the six months preceding the relevant date. The other information prescribed under Regulation 73 of the SEBI (ICDR) Regulations, 2009 is as follows: a) Object of the preferential issue of Equity Shares and Convertible Warrants: To convert unsecured loan to support the financial position of the Company and also enhance its capital base/ net worth and augment long term resources of the Company. b) Intention of Promoter/ Directors/ Key Managerial Personnel to the offer: M/s. Mi Marathi Media Limited, Promoter Group Company of the Company, subscribe for 12,60,000 Convertible Warrants issued on preferential basis. 6. Shareholding pattern before and after the issue: Shareholding pattern before and after the proposed preferential issue of Equity Shares and Convertible Warrants is as follow: Category Code (A) (1) (B) (1) (a) (b) Category of Shareholder Pre-Issue Post-Issue Pre-issue Shares held % of Total Holding Post-issue Shares held % of Total Holding* Shareholding of Promoter and Promoter Group Indian Promoters(A) 1,32,63, ,45,23, Public Shareholding Institutions Financial Institutions/ Banks 3,05, ,05, Foreign Institutional Investors Sub-Total (B1) 3,05, ,05, (2) (a) (b) (c) (d) (e) (f) (g) Non- Institutions Bodies Corporate Individuals NRIs Office Bearers Clearing Members Trust Other Directors 4,48,813 1,08,89,380 3,37, , ,48,813 1,08,89,380 3,37, , Sub-Total(B2) 1,17,45, ,17,45, Grand Total (A)+(B1)+(B2) 2,53,14, ,65,74, * Considering preferential issue of Convertible Warrants to be issued pursuant to this resolution is converted in to equity shares, falling which, the percentage will change accordingly. 7. Proposed time of Allotment: In terms of Regulation 74 of the SEBI (ICDR) Regulations, 2009, allotment of Convertible Warrants in the present Preferential Issue will be made within a period of 15 days from the date of passing of the aforesaid Resolution, excluding the time taken in obtaining the necessary approvals, if any, or within such further period as may be prescribed or allowed by the SEBI, Recognised Stock Exchanges or other concerned authorities. 8. Identifying proposed allottee, percentage of expanded capital to be held by them: Sr. No. Name of the Proposed Allottee Present Holding % to pre issue capital 1. Mi Marathi Media Limited (CIN: U92100MH2004PLC145070) Present issue % to post issue capital Nil Nil 12,60, Eleventh Annual Report 21

26 9. Change in management: There will not be any change in the management and control of the Company on account of this proposed preferential allotment except minor change in the shareholding pattern as well as voting rights. 10. Lock in requirements: The Convertible Warrants to be allotted on preferential basis shall be subject to lock-in as per applicable SEBI (ICDR) Regulations, 2009 in this regard. 11. Auditor Certificate: M/s Ashok Jayesh & Associates, Chartered Accounts, the Statutory Auditors of the Company have certified that the preferential issue is being made in accordance with the requirements contained in SEBI (ICDR) Regulations, A copy of the certificate shall be laid before the shareholders at the ensuing Annual General Meeting. 12. Undertaking: The undertaking required under Regulation 73 of SEBI (ICDR) Regulations, 2009 will not applicable to the Company as the Company s Equity Shares have been listed on the Recognised Stock Exchanges for a period exceeding the minimum period as specified under Regulation 76 of SEBI (ICDR) Regulations, However the Company undertakes to re-compute the price, if required, in terms of the provisions of these regulations where it is required to do so. 13. No preferential allotment has been made during the year to any persons. 14. The entire preferential allotment is to be made for conversion of unsecured loan. 15. The details of the natural persons, who are the ultimate beneficial owners and having ultimate control over the Companies to which the shares of the Company proposed to be allotted are as follows: Sr. No. Name and address of the proposed allottee 1 Mi Marathi Media Limited 101, Sumer Kendra Society, Pandurang Budhkar Marg, Near Doordarshan Kendra, Behind Mahindra & Mahindra Tower, Worli, Mumbai Category (Promoter/ Non-Promoter) Non-Promoter (Group Company) Names of ultimate Beneficial owners of the proposed allottees Prosperity Agro India Limited (Holding Company) (CIN: U01400PN2010PLC135473) Santosh Shrawan Mali Santosh Kaluram Paygude Hrishikesh Vasant Kanase Balraj Krishna Medamuni Madabhoina Venkatesh Krishna Prashant Chandrakant Deshmukh Dattatray Madhav Yadav Address of ultimate beneficial owners of the proposed allottees Office No. 502, 4 th Floor, Prosperity Heights, CTS No. 6769, Mitra Mandal Chowk, Parvati, Pune At Bhoje, Post Chinchpure, Pachora, Jalgaon S. No. 36/3, Navnath Nagar, Dhankwadi, Pune House No. 931/6, Dyandeep Colony, Rahatani, Shrinagar, Pune House No. 3/4, Ganesh Builders, Scheme No. 3, Tule- Solapur, Solapur. H. No /6/130, Sailok Colony, Secunarabad , Vidhya Vihar Colony, Maroti Mandir, Chopda, Jalgaon Nath Complex, Near Police Station,Indapur, Bhigvan. The Board has already approved the issue of Convertible Warrants on preferential basis to the proposed allottee in the manner stated hereinabove. Regulation 72(1)(a) of the SEBI (ICDR) regulations, 2009 provided that preferential issue of specified securities by a listed Company would require approval of its shareholders by way of a special resolution. The Board therefore, recommends the above mentioned resolutions to be passed as a special resolution. Except Ms. Supriya Kanase, Chief Executive Officer and Managing Director, Mr. Satish K Singh, Executive Director and Mr. Manmohan Singh Kapur Director of the Company, no other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the Special Resolution set out in Item No. 11 of the Notice. The Board recommends the resolution as set out in item no. 11 of the Notice for the approval of Members. Registered Office: By order of the Board of Directors Broadcast Initiatives Limited 101, Sumer Kendra Society, Pandurang Budhkar Marg, Near Doordarshan Kendra, Behind Mahindra & Mahindra Tower, Worli, Mumbai Tel.: +91 (022) Avinash Godse investorservices@liveindia.tv Website: Place: Mumbai Chief Financial Officer CIN: L92130MH2004PLC Date: August 14, 2015 & Company Secretary 22 Eleventh Annual Report

27 Report of the Director s 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, Financial Results: The financial performance of standalone operations of your Company during the Financial Year is summarized in the following table: (Rs. in Lacs) Particulars Total Revenue Less: Total Expenses Profit/ (Loss) before Exceptional Items ( ) ( ) and Tax Less: Exceptional Items - - Profit/ (Loss) Before Tax ( ) ( ) Less: Tax Expenses a) Current Tax b) Deferred Tax - (86.13) - (100.73) Profit/ (Loss) for the period ( ) ( ) 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. in, 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, Eleventh Annual Report 23

28 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 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: ) resigned as Director of the Company as at the close of business on March 12, 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 Ms. Supriya Kanase Additional Director Managing Director Mr. Kumar Ketkar Additional Director Independent Director Dr. Bharat Kumar Raut Additional Director Independent Director 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 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, 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, The Board thanks Gandhali for playing 24 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, 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, 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, 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 Eleventh Annual Report

29 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, A detailed report on Corporate Governance together with the Statutory Auditors Certificate on compliance is annexed to this report. Management s 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 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 W) 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, 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 Auditor s Report for the year under review as followsa) 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 Eleventh Annual Report 25

30 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, 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, 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, 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, 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, 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 Eleventh Annual Report

31 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 equipment s 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 Value of Import calculated of C.I.F. basis a. Raw Material - - b. Capital Goods 26, 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, 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, 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 Company s 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. Eleventh Annual Report 27

32 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: 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 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 per equity share of Rs. 10/- each at a total consideration of Rs. 5,00,47, 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, 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, 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: iii) iv) 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; 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 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; Supriya Kanase Chief Executive Officer & Managing Director (DIN: ) Place: Mumbai Date: August 14, 2015 Satish K Singh Group Editor-In-Chief & Executive Director (DIN: ) 28 Eleventh Annual Report

33 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: L92130MH2004PLC Sumer Kendra Society, Pandurang Budhkar Marg, Near Doordarshan Kendra, Behind M & M Tower, Worli, Mumbai 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 auditor s 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 Boardprocesses 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 Eleventh Annual Report 29

34 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 49 II (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 Eleventh Annual Report

35 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 Mr. M S Kapur Independent Director Mr. Deepak Sharma Independent Director 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, ** Mr. Satish K Singh has appointed as an Executive Director of the Company with effect from March 21, b) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year is as follows: Sr. No. Name Designation Ratio for financial year 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 Ms. Supriya Kanase Chief Executive Officer Nil 6. Mr. Hrishikesh Kanase Chief Financial Officer Nil 7. Ms. Gandhali Bage Company Secretary % 8. Mr. Avinash Godse Company Secretary Nil d) Median Remuneration: The median remuneration of employees of the Company during the financial year was Rs Lacs. e) Percentage increase in the median remuneration of employees in the financial year: The median salary for the financial year is Rs Lacs as against Rs 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. Eleventh Annual Report 31

36 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 % Nil 2. Mr. Hrishikesh Kanase Chief Financial Officer Nil N.A. N.A. 3. Mr. Satish K Singh Executive Director Nil 4. Ms. Gandhali Bage Company Secretary Nil 5. Mr. Avinash Godse Company Secretary Nil * Mr. Satish K Singh has appointed as an Executive Director of the Company with effect from March 21, ** Ms. Gandhali Bage has resigned as a Company Secretary of the Company as at the close of business on December 17, *** Mr. Avinash Godse has appointed as a Company Secretary of the Company with effect from January 01, 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.) 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 % for non-managerial personnel. Last Public Offer Price (IPO in 2007) (In Rs.) 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: % increase in market price over last public offer % of increase in year of year market price (7.90) Nil Nil Nil (21.14) Nil Nil Nil The compensation for Executive Directors is term based. The Executive Director s 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 32 Eleventh Annual Report

37 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 L92130MH2004PLC 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 Tel.: 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 Contact Person: Mr. Ganapati Haligouda Tel. : +91 (22) / Fax : +91 (22) rnt.helpdesk@linkintime.co.in Website : Eleventh Annual Report 33

38 II. Principal Business Activities of the Company All the Business Activities contributing 10% or more of the total turnover of the Company shall be stated: Name and Description of main Products / Services NIC Code of the Product / Service (As per 2004) % to total turnover of the Company Broadcasting Service % III. Particulars of Holding, Subsidiary & Associate Companies There are no holding, subsidiary and associate companies, hence, there is no information to be disclosed / furnished in this regard.te IV. Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity) A. Category-wise Share Holding Category of Shareholders No. of Shares held at the beginning of the year (As on March 31, 2014) % of Demat Physical Total Total Shares No. of Shares held at the end of the year (As on March 31, 2015) % of Demat Physical Total Total Shares % Change during the year A. Promoters (1) Indian a) Individual/HUF b) Central Govt c) State Govt d) Bodies Corporates e) Bank/FI f) Any other Sub Total:(A) (1) (2) Foreign a) NRI- Individuals b) Other Individuals c) Bodies Corp d) Banks/FI e) Any other Sub Total (A) (2) Total Shareholding of Promoters (A)= (A)(1)+(A)(2) Eleventh Annual Report

39 B. Public Shareholding (1) Institutions a) Mutual Funds b) Banks/FI C) Central Govt d) State Govt e) Venture Capital Fund f) Insurance Companies g) FIIS h) Foreign Venture Capital Funds i) Others (specify) Sub Total (B)(1): (2) Non Institutions a) Bodies Corporates i) Indian ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital upto Rs.1 lakhs ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs c) Others (specify) Clearing Member Office Bearers Foreign Nationals Trusts Other Directors Sub Total (B)(2): Total Public Shareholding (B)= (B)(1)+(B)(2) C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C) Eleventh Annual Report 35

40 B. Shareholding of Promoters Shareholders Name HDIL Infra Projects Private Limited Shareholding at the beginning of the year (As on March 31, 2014) No. of Shares % of total shares of the Company % of Shares Pledged / encumbered to total shares Shareholding at the end of the year (As on March 31, 2015) No. of Shares % of total shares of the Company % of Shares Pledged / encumbered to total shares % change in Share holding during the year Rakesh Kumar Wadhwan Sarang Rakeshkumar Wadhwan Ashok Kumar Gupta Waryam Singh Karan Kumar Gupta Ashok Kumar Gupta Sarang Rakesh Wadhwan Prosperity Agro India Limited C. Change in Promoters Shareholding (Please specify, if there is no change) Shareholders Name Shareholding at the beginning of the year (As on March 31, 2014) No. of Shares % of total shares of the Company No of Shares Increase Decrease No. of Shares Shareholding at the end of the year (As on March 31, 2015) % of total shares of the Company HDIL Infra Projects Private Limited Rakesh Kumar Wadhwan Sarang Rakeshkumar Wadhwan Ashok Kumar Gupta Waryam Singh * 0 0 Karan Kumar Gupta Ashok Kumar Gupta Sarang Rakesh Wadhwan Prosperity Agro India Limited * * Shares transferred on March 17, 2015 thru DIS pursuant to Share Purchase Agreement and subsequent Open Offer. 36 Eleventh Annual Report

41 D. Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs) Sr. No. For Each of the Top 10 Shareholders Shareholding at the beginning of the year (As on March 31, 2014) No. of Shares % of total shares of the Company No. of Shares Increase Decrease No. of Shares Shareholding at the end of the year (As on March 31, 2015) % of total shares of the Company 1. Markand Navnitlal Adhikari Gautam Navnitlal Adhikari Roshani Neetish Doshi Neetish Ramniklal Doshi 4. Corporation Bank Awas Developers and Construction Private Limited 6. Ramesh Chand Kantilal M. Vardhan (HUF) Sapphire Land Development Private Limited 9. Success Vyapar Private Limited Hitesh Dharamdas Shah Nikunj Hitesh Shah 11. Fairwealth Securities Limited KPN Fin Consultancy Private Limited E. Shareholding of Directors and Key Managerial Personnel Shareholding of Each of the Directors and KMP Shareholding at the beginning of the year (As on March 31, 2014) No. of Shares % of total shares of the Company Cumulative Shareholding during the year (As on March 31, 2015) No. of Shares % of total shares of the Company Mr. Waryam Singh (Non-Executive Director) (till March , 2015) Mr. M S Kapur (Independent Director) Mr. Deepak Sharma (Independent Director) Supriya Vasant Kanase (Chief Executive Officer) Hrishikesh Vasant Kanase (Chief Financial Officer) Satish Kumar Singh (Executive Director) (effective March 21, 2015) Gandhali Nitin Bage (Company Secretary) (till December , 2014) Avinash Bhaurao Godse (Company Secretary) (effective January 01, 2015) Eleventh Annual Report 37

42 V. Indebtedness Indebtedness of the Company including interest outstanding/ accrued but not due for payment Particulars Secured Loans excluding Deposits Unsecured Loans Deposits (Rs. in Lacs) Total Indebtedness Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) Change in Indebtedness during the financial year Addition Reduction Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) VI. Remuneration of Directors and Key Managerial Personnel A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Rs. in Lacs) Sr. No. Particulars of Remuneration Executive Director Mr. Satish K Singh (effective March 21, 2015) Gross Salary (a) Salary as per provisions contained in Section 17(1) of the Income Tax 4.46 Act, 1961 (b) Value of perquisites under Section 17(2) Income Tax Act, (c) Profits in lieu of salary under Section 17(3) Income Tax Act, Stock Options 0 3 Sweat Equity 0 4 Commission - as % of profit 0 - others, specify. 0 5 Others, please specify 0 Total (A) 5.00 Ceiling as per Act Eleventh Annual Report

43 B. Remuneration to other Directors: (Rs. in Lacs) Sr. No. Particulars of Remuneration Name of Director Total Amount 1 Independent Directors Mr. M S Kapur Mr. Deepak Sharma Fee for attending Board/ Committee Meetings Commission Others, please specify Total (B)(1) Other Non-Executive Director Mr. Waryam Singh (till March 12, 2015) Fee for attending Board/ Committee Meetings Commission 0-0 Others, please specify 0-0 Total (B)(2) Total (B)= (B)(1)+(B)(2) 2.80 C. Remuneration to Key Managerial Personnel other than MD/ Manager/ WTD: Sr. No. - (Rs. in Lacs) Particulars of Remuneration Key Managerial Personnel Total CEO Ms. Supriya Kanase CFO Mr. Hrishikesh Kanase Amount CS Ms. Gandhali Bage(till December 17, 2014) CS Mr. Avinash Godse (effective January 01, 2015) Gross Salary (a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 (b) Value of perquisites under Section 17(2) Income Tax Act, 1961 (c) Profits in lieu of salary under Section 17(3) Income Tax Act, Stock Options Sweat Equity Commission 0 - as % of profit Others, specify Others, please specify: Statutory payments, Variable pay and Leave encashment Total VII. Penalties / Punishment / Compounding of Offences: There are no instances of imposition of penalties, punishment or compounding of offences on the Company / it s Directors or KMP. Hence, there is no information to be disclosed / furnished in this regard. Eleventh Annual Report 39

44 Report on Corporate Governance: Corporate Governance is the system of well-established rules, practices and processes by which a Company is managed and business is conducted. Corporate Governance fundamentally involves balancing the interests of numerous stakeholders in a Company which includes the shareholders, management, clients and the community at large. Corporate Governance practices are subject to alignment with the interests of stakeholders which results in carrying the business as per the stakeholder s desires. Corporate Governance is the application of best management practices, compliance with law in both letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of the stakeholders. Corporate Governance guidelines and best practices are progressive in nature and tend to improve and evolve with efflux of time. It also relates to how the organization is managed, including its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. Timely, accurate, adequate and appropriate disclosure of information regarding the financial situation, performance, ownership and governance of the Company is an important part of Corporate Governance. Effective Corporate Governance maintains investor s confidence, as a result of which, Company can raise capital efficiently and effectively. Good Corporate Governance practices are valued and appreciated by all stakeholders and enhances the reputation of the Company. Your Company s philosophy on Corporate Governance principles has always been value driven and aimed at setting the right example by our conduct in business and therefore it is more than a mere set of binding obligations and more of a framework to be followed in spirit by everyone associated with the organization. Company s philosophy on Corporate Governance: The Company believes in maintaining the highest standards of corporate governance. This document provides a set of guidelines to help individuals fulfill their responsibilities and commitments towards all the stakeholders i.e. investors, customers, vendors, Government, employees, associates and society. It is a documented code of self-discipline to ensure transparency, accountability and integrity. The Company believes that highest standards of corporate governance are essential to enhance the long-term value of the Company for the stakeholders. Corporate Governance is practiced at all levels in the Company and not restricted only to the Board of Directors. Good governance is an essential ingredient of good business. The following report on the implementation of the Corporate 40 Governance Code is a sincere effort of the Company to follow the Corporate Governance Principles in its letter and spirit. The Company is in compliance with the requirements of Corporate Governance as laid down under Clause 49 of the Listing Agreement entered with the Recognised Stock Exchanges. 1. Board of Directors and Key Managerial Personnel: (a) The Board The Board critically evaluates strategic direction of the Company, management policies and their effectiveness. The day-to-day management of the Company is entrusted to its key managerial personnel led by Ms. Supriya Kanase, the Chief Executive Officer and Managing Director and Mr. Satish K Singh, Group Editor-In-Chief and Executive Director, who operates under the superintendence, direction and control of the Board. The Board members possess requisite skills, experience and expertise required to take decisions, which are in the best interest of the Company. While appointing the Directors, the Board considers the members educational qualifications, skills, diversity and freedom in thought and action, experience and commitment, in the context of the requirements of the Board at that point in time. (b) Size and Composition of the Board The Board of Directors of the Company has a combination of Executive and Independent Directors with varied professional background. Independent Directors help to maintain the independence of the Board and separate the Board functions of governance from business management. As at March 31, 2015, the Company s Board consisted of a Chief Executive Officer and Executive Director. Of the 3 Directors, 2 are Non-Executive Independent Directors. The Board is headed by a full time Executive Director. Ms. Supriya Kanase, Chief Executive Officer of the Company has also designated as a Managing Director with effective from May 28, Mr. Kumar Ketkar and Dr. Bharat Kumar Raut has appointed as an Independent Directors of the Company with effect from May 28, The Board is also complied with the provisions of the Companies Act, 2013 with respect to the resident Director. Table 1 gives the composition of the Board and the number of outside Directorships held by each of the Directors as on March 31, 2015: Table 1: Board of Directors Eleventh Annual Report

45 Name of the Director and Directors Identification Number (DIN) Mr. Manmohan Singh Kapur (DIN: ) Mr. Deepak Ramchand Sharma (DIN: ) Category Directorships Number of Committee positions Held** Public* Private Chairman Member Independent Director Independent Director 1 6 NIL 2 Mr. Satish K Singh (DIN: ) Executive Director 1 2 NIL 2 * Excluding Directorship in Broadcast Initiatives Limited ** Disclosure includes Chairmanship/ Membership of Committees as required for computation of maximum number of Committees of which Director can be Chairman or Member in terms of Clause 49 of the Listing Agreement (i.e. Chairmanship / Membership of Audit Committee and Stakeholders Relationship Committee in all Indian public companies including Broadcast Initiatives Limited) None of the Directors of the Company were members of more than 10 Committees or acted as the Chairman of more than 5 Committees across all Companies in India, in which they hold Directorships, in terms of Clause 49 of the Listing Agreement. Further, the Directors have made the declaration that they are Independent and their Directorships in the above Companies and their Committees do not conflict with the interest of Broadcast Initiatives Limited. In addition to disclosure of Chairmanship / Membership of Committees of Directors disclosed in Table 1 above, the Chairmanship / Membership of Directors of the Company in other Committees as on March 31, 2015 is given below: Name of the Director and Directors Identification Number (DIN) Category Membership in Committees* Chairman in Committees* Mr. Manmohan Singh Kapur (DIN: ) Independent Director 2 2 Mr. Deepak Ramchand Sharma (DIN: ) Independent Director 1 NIL Mr. Satish K Singh (DIN: ) Executive Director 1 NIL * Includes Committees (other than Audit Committee and Stakeholders Relationship Committee) of all public Companies in India, including Broadcast Initiatives Limited. (c) Board Meetings and Deliberations: The Company Secretary in consultation with the concerned members of the senior management of the Company and Chairman of the respective Board Committees prepares the agenda and supporting papers for discussion at each Board meeting and Committee meetings, respectively. Members of the Board or Committees are free to suggest any item to be included in the agenda, in addition to their right to bring up matters for discussion at the meeting with the permission of the Chairman and with the consent of a majority of the Directors present in the Meeting, including at least one Independent Director. Information and data that is important to the Board to understand the business of the Company in general and related matters are tabled for discussion at the meeting. Agenda is circulated in writing/ by way of electronic means to the members of the Board and Committees well in advance of the meeting. The items/matters required to be placed before the Board, inter alia includes: Annual operating plans of businesses and budgets including capital budgets and any updates. Quarterly results of the Company and its operating divisions or business segment. Company s Financial Results, Annual Financial Statements, Auditors Report and Board s Report. Eleventh Annual Report 41

46 Minutes of meetings of the Audit Committee and other Committees of the Board. Show cause, demand notices and penalty notices, which are materially important. Transactions that involve substantial payment. Sale of material nature of investments, assets, which is not in normal course of business. Non-compliance of any regulatory, statutory or listing requirements, and shareholders service, such as share transfer delay (if any), among others. Appointment, remuneration and resignation of Directors. Formation/ reconstitution of Board Committees. Terms of reference of Board Committees. Declaration of Independent Directors at the time of appointment/annually. Disclosure of Directors interest and their shareholding. Appointment or removal of the Key Managerial Personnel. Appointment of Internal Auditors and Secretarial Auditors. Quarterly / Annual Secretarial Audit reports submitted by Secretarial Auditors. Quarterly summary of all long-term borrowings made, bank guarantees issued and loans and investments made. Significant changes in accounting policies and internal controls. Recommending appointment of and fixing of remuneration of the Statutory Auditors as recommended by the Audit Committee. Internal Audit findings and External Audit Reports (through the Audit Committee). Diversification of the business of the Company. Brief on statutory developments, changes in Government policies, among others with impact thereof, including Directors responsibilities arising out of any such developments. Certificate of compliance with all laws as applicable to the Company. Reconciliation of Share Capital Audit Report under SEBI (Depositories and Participants) Regulations, Information on recruitment and remuneration of senior officers just below the Board level, including appointment or removal of Chief Financial Officer and the Company Secretary. Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order which, may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company. The agenda and notes on agenda are circulated to Directors in advance in the defined agenda format. All material information is incorporated in the agenda for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, it is tabled before the meeting with specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary items on the agenda are permitted. The Board and the Audit Committee meets in executive session, at least, four times during a financial year, mostly at quarterly intervals inter alia to review quarterly financial statements and other items on the agenda. Additional meetings are held, if deemed necessary, to conduct the business. The Chief Executive Officer and Chief Financial Officer of the Company generally attend the Board and Committee meetings. Other executives and divisional heads are invited at the meetings on need basis. The meetings are generally held at the registered office of the Company situated at 101, Sumer Kendra Society, Pandurang Budhkar Marg, Near Doordarshan Kendra, Behind Mahindra & Mahindra Tower, Worli, Mumbai During the financial year , the Board of Directors met five times on May 30, 2014; August 12, 2014; November 13, 2014; February 14, 2015; and March 21, The necessary quorum was present for all the meetings. Further, certain decisions were taken by passing the resolutions by way of circulation and were subsequently ratified by the Board at its next meeting. In terms of Clause 49(I)(c) of the Listing Agreement, the gap between two Board meetings has not exceeded four months. The maximum gap between two Board meetings held during the financial year was three months i.e. from November 13, 2014 to February 14, The information as mentioned in Annexure 1A to Clause 49 of the Listing Agreement has been placed before the Board for consideration. The Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes are circulated to Board/ Committee members for their comments. The Company Secretary performs post meeting follow-up, review and reporting process for decisions taken by the Board and Board Committees. Important decisions taken at Board and Board Committee meetings are communicated promptly to the concerned departments/divisions. Action Taken Report (ATR) on decisions and minutes of the previous meetings are placed at the succeeding meeting of the Board and Board Committee. Table 2 below gives the attendance record of the Directors at the Board meetings and last Annual General Meeting held on September 30, Table 2: Attendance of Directors at the Board Meetings and Annual General Meeting 42 Eleventh Annual Report

47 Name of the Director Board Meetings Annual General Meeting May 30, 2014 August 12, 2014 November 13, 2014 February 14, 2015 March 21, 2015 September 30, 2014 Mr. Waryam Singh P P P P NA P Mr. Manmohan Singh Kapur P A P P P A Mr. Deepak Ramchand Sharma P P P P P P Mr. Satish K Singh NA NA NA NA AP NA P- Present for the meeting A- Absent for the meeting NA- Not Applicable being not a Director at the time of meeting AP- Appointed in the Board Meeting 2. Committees of the Board of Directors The Company has four Committees of the Board of Directors viz. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Risk Management Committee as on March 31, At the Board meeting held on May 28, 2015 the Audit Committee of the Board has been vested with powers and functions relating to Risk Management of the Company. The Board Committees are represented by a combination of Executive and Independent Directors. The Chairman of all Committees is an Independent Director. As per the charter of respective Committees, Committees deliberate on the matters assigned/ referred to it by the Board or as mandated by the statutes. Information and data that is important to the Committees to discuss the matter is distributed in writing/ by way of electronic means to the members of the Committees well in advance of the meeting. Recommendations of the Committees are submitted to the Board to take decision on the matter requiring Board s decision. In any case, the minutes of all Committee meetings are circulated to the Board members for information / noting. Table 3: Composition of the Audit Committee (a) Audit Committee The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreement entered into with the Recognised Stock Exchanges read with Section 177 of the Companies Act, The Company has a qualified and Independent Audit Committee comprising three Non-Executive Directors, having ample financial and accounting knowledge. The Audit Committee ensures prudent financial and accounting practices, fiscal discipline and transparency in financial reporting. In terms of one of its important charter, the quarterly financial results are reviewed by the Audit Committee and recommended to the Board for its adoption. All the members of the Committee are financially literate whereas the Chairman of the Committee is a financial management expert. Table 3 gives the composition of the Audit Committee of the Board of Directors as on March 31, 2015: Name of the Director Mr. Manmohan Singh Kapur Mr. Deepak Ramchand Sharma Mr. Waryam Singh (till March 12, 2015) Mr. Satish K Singh (effective March 21, 2015) Category Chairman of the Committee and Independent Director Independent Director Non-Executive Director Executive Director In addition to the Audit Committee members, Chief Executive Officer, Chief Financial Officer, Statutory Auditors and Internal Auditors are generally attend the Audit Committee meetings. Other executives are invited to the Audit Committee Meetings, on need basis. The Committee considers for approval of all the material Related Party Transactions of the Company. The Committee meets statutory auditors without the presence of executive management at least once in a year. The Company Secretary of the Company is the Secretary of the Committee. The previous Annual General Meeting of the Company was held on September 30, 2014 and was attended by the mejority of the members of the Audit Committee. Terms of Reference The Committee has the following powers and responsibilities including but not limited to: Eleventh Annual Report 43

48 44 To oversee the Company s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible; To review, with the management, annual financial statements before submission to the Board for approval, with particular reference to: Matters required to be included in the Directors Responsibility Statement to be included in the Board s Report in terms of Clause (5) of Section 134 of the Companies Act, 2013; Changes, if any, in accounting policies and practices and reasons for the same; Major accounting entries involving estimates based on the exercise of judgment by management; Significant adjustments made in the financial statements arising out of audit findings; Compliance with the listing and other legal requirements relating to financial statements; Disclosure of any related party transactions; Qualifications in the draft audit report. To review, with the management, the quarterly financial statements before submission to the Board for approval; To recommend to the Board, the appointment, reappointment and if required, the replacement or removal of the statutory auditor and fixation of audit fees; To grant approval of payment to statutory auditors for any other services rendered by the statutory auditors; To hold discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; To review management letters / letters of internal control weaknesses issued by the statutory auditors; To recommend appointment, removal and terms of remuneration of the Chief Internal Auditor; To hold discussion with Internal Auditors on any significant findings and follow up there on; To review internal audit reports relating to internal control weaknesses; To review, with the management, performance of statutory and internal auditors and adequacy of internal control systems; To review adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; To review the findings of any internal investigations by the internal auditors in the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; To review financial and risk management policies; To review report on compliance of laws and risk management, reports issued by Statutory / Internal Auditors; To review management discussion and analysis of financial condition and results of operations; To review statement of significant related party transactions (as defined by the audit Committee), submitted by management; Approval or any subsequent modification of transactions of the company with the related party. To review substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors; To develop a policy on the engagement of statutory auditors for non-audit services; To ensure the compliance with the statutory auditors recommendations; To meet internal and statutory auditors without presence of the Company s executive management annually; To confirm the engagement of an Independent valuer for the valuation of shares, whenever called for and verify whether the valuer for valuation has an advisory mandate and had past association with the Company management; To review certificates regarding compliance of legal and regulatory requirements; To review the functioning of the Whistle Blower mechanism; To review, with the management, the statement of uses / application of funds raised through an initial public offering of the Company, the statement of funds utilized for purposes other than those stated in prospectus and making appropriate recommendations to the Board to take up steps in this matter; Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate; Scrutiny of inter-corporate loans and investments and To carry out any other function as is mentioned in the terms of reference of the Audit Committee and entrusted by the Board. The Audit Committee and authorized is further empowered to do the following: To investigate any activity within terms of reference; To seek information from any employee; To obtain outside legal professional advice; and To secure attendance of outsiders with relevant expertise, if it considers necessary. Meetings and Attendance Four meetings of the Audit Committee were held during the financial year Table 4 gives the details of the attendance of the members of the Audit Committee at its Eleventh Annual Report

49 meetings held during the financial year Table 4: Details of the attendance at the Audit Committee Meetings Name of the Director Mr. Manmohan Singh Kapur Mr. Deepak Ramchand Sharma Mr. Waryam Singh(till March 12, 2015) Audit Committee Meetings May 30, 2014 August 12, 2014 November 13, 2014 February 14, 2015 P A P P P P P P P P P P (b) Stakeholder Relationship Committee The Company had a Shareholder s Grievance Committee till March 31, 2014 which looked into the interests of shareholders of the Company. The scope of this committee has been enhanced to cover all stakeholder considerations. Thereby the Committee is re-christened as the Stakeholders Relationship Committee The Committee specifically looks into the redressal of shareholders and investors complaints such as transfer of shares, non-receipt of Annual Report etc. The Chairman of the Committee is an Independent Director. Table 5 gives the composition of the Stakeholders Relationship Committee of the Board of Directors as on March 31, Table 5: Composition of the Stakeholders Relationship Committee Name of the Director Mr. Manmohan Singh Kapur Mr. Waryam Singh (till March 12, 2015) Mr. Deepak Ramchand Sharma Mr. Satish K Singh (effective March 21, 2015) Category Chairman of the Committee and Independent Director Non-Executive Director Independent Director Executive Director Company Secretary of the Company is the Compliance Officer for the purpose of shareholders / investors related matters. The Company Secretary of the Company is the Secretary of the Committee. The Committee was constituted with the powers and responsibilities including but not limited to: To supervise and ensure efficient share transfers, share transmission, transposition, etc; To approve allotment, transfer, transmission, transposition, consolidation, split, name deletion and issue of duplicate share certificate of equity shares of the Company; To redress shareholders complaints like non-receipt of Balance Sheet, etc. To review service standards and investor service initiatives undertaken by the Company; To address all matters pertaining to Registrar and Share Transfer Agent including appointment of new Registrar and Share Transfer Agent in place of existing one; To address all matters pertaining to Depositories for dematerialization of shares of the Company and other matters connected therewith; and To attend to any other responsibility as may be entrusted by the Board within the terms of reference. The Committee meets as and when need arises. No meeting of the Committee was held during the financial year During the financial year , the Company has not received any single complaints from the shareholders / investors and as on date there are no outstanding Investor Complaints. The members may contact the Compliance Officer of the Company for their queries, if any, at the contact details provided in the Shareholders Information in this report. (c) Nomination and Remuneration Committee The scope of the Committee has been defined by the Board of Directors in accordance with Clause 49 of the Listing Agreement, which among others, includes key issues referred by the Board, aspects relating to the remuneration of Directors; bonuses, promotions, benefits and performance targets of top management executives. The Company s remuneration policy is driven by the success and performance of the senior management and the Company. Through its compensation programme, the Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Chairman of the Committee is an Independent Director. Table 6 gives the composition of the Remuneration and Nomination Committee of the Board of Directors as on March 31, Eleventh Annual Report 45

50 Table 6: Composition of the Remuneration and Nomination Committee Name of the Director Mr. Manmohan Singh Kapur Mr. Deepak Ramchand Sharma Mr. Waryam Singh (till March 12, 2015) Mr. Satish K Singh (effective March 21, 2015) Terms of Reference 46 Category Chairman of the Committee and Independent Director Independent Director Non-Executive Director Executive Director The Nomination and Remuneration Committee is responsible to identify potential candidates who are qualified to serve as Directors and also who may be appointed as senior management personnel in accordance with the laid down and approved criteria. The Nomination and Remuneration Committee is also responsible to recommend the composition of the Board members from time to time. The Committee is also required to carry out evaluation of each and every Director s performance. The Nomination and Remuneration Committee is responsible to review and discuss all matters pertaining to candidates and will evaluate the candidates in accordance with a process that it sees fit and thereafter pass on the recommendations to the Board. The Committee co-ordinates and oversees the annual evaluation of the Board and of Individual Directors. It also reviews the performance of all the executive Directors on a yearly basis or on such intervals as may be necessary. It is also responsible to formulate the criteria for evaluation of Independent Directors and the Board and also to devise a policy on Board diversity. The Committee regularly appraises the parameters on which the individual is evaluated and makes necessary amendments. One Committee meeting was held during the year on March 21, 2015 where all the members of the committee were present except Mr. Waryam Singh. Extract of Nomination and Remuneration Policy Objective: The objective of the policy is to ensure that: The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the quality required to run the Company successfully; Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals. Role of the Nomination and Remuneration Committee: The role of the Committee will be the following: To formulate criteria for determining qualifications, positive attributes and independence of a Director. To formulate criteria for evaluation of Independent Directors and the Board. To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria of the policy. To carry out evaluation of Director s performance. To recommend to the Board the appointment and removal of Directors and Senior Management. To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management. To devise a policy on Board diversity, composition, size. Succession planning for replacing Key Executives and overseeing. To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable. To perform such other functions as may be necessary or appropriate for the performance of its duties. Appointment and Removal of Director, Key Managerial Personnel and Senior Management: The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend his / her appointment, as per Company s Policy. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has authority to decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the position. The Company shall not appoint or continue the employment of any person as Whole-Time Director who has attained the age of 70 years. Provided that the term of the person holding this position may be extended beyond the age of 70 years with the approval of shareholders by passing a special resolution. Term / Tenure Managing Director/ Whole-time Director: The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding 5 years at a time. No re-appointment shall be made earlier than 1 year before the expiry of term. Eleventh Annual Report

51 Independent Director: An Independent Director shall hold office for a term up to 5 consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board s Report. No Independent Director shall hold office for more than 2 consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of 3 years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of 3 years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to 7 listed companies as an Independent Director and 3 listed companies as an Independent Director in case such person is serving as a Whole-Time Director of a listed Company or such other number as may be prescribed under the Companies Act, Evaluation: The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel as may be considered necessary. Removal: The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and regulations and the policy of the Company. Remuneration to Managing Director / Whole-time Directors: The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors. Remuneration to Non- Executive / Independent Directors: The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors. All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be. An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company. Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the Services are rendered by such Director in his capacity as the professional; and in the opinion of the Committee, the Director possesses the requisite qualification for the practice of that profession. Remuneration to Key Managerial Personnel and Senior Management: The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company s Policy. The Compensation Committee of the Company, constituted for the purpose of administering the Employee Stock Option/ Purchase Schemes, shall determine the stock options and other share based payments to be made to Key Managerial Personnel and Senior Management. The Fixed pay shall include monthly remuneration, employer s contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time. The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate. Remuneration to the Directors The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors. Annual increments are decided by the Nomination and Remuneration Committee of the Board of Directors within the range of the remuneration approved by the Members. Table 7 and Table 8 gives details of remuneration paid to Executive and Independent Directors of the Company, respectively. Table 7: Remuneration to Executive Directors (Rs. in Lacs) Name of the Category Salary & Perquisites Total Director Allowance Satish K Singh (effective from March 21, 2015) Executive Director Eleventh Annual Report 47

52 Service contracts, notice period, severance fees: The Company does not have any policy for service contracts, notice period and severance fees or any other payment to the Executive Directors. Table 8: Remuneration to Independent and Non-Executive Directors (Rs. in Lacs) Name of the Director Category Sitting Fees As on March As on March 31, , 2014 Mr. Waryam Singh (till March 12, 2015) Mr. Manmohan Singh Kapur Mr. Deepak Sharma 48 Non-Executive Directors Independent Directors Independent Directors Travel or stay arrangements have been provided to Directors residing outside Mumbai city for attending Board and Committee Meetings. (d) Risk Management Committee The Risk Management 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. Table 9 gives the composition of the Risk Management Committee of the Board of Directors as on March 31, Table 9: Composition of the Risk Management Committee Name of the Director Category Mr. Manmohan Singh Chairman of the Committee and Kapur Independent Director Mr. Deepak Ramchand Independent Director Sharma Mr. Waryam Singh Non Executive Director (till March 12, 2015) Mr. Satish K Singh Executive Director (effective March 21, 2015) The Company Secretary of the Company is the Secretary of the Committee. The Committee meets as and when need arises. No meeting of the Committee was held during the financial year The Company has adopted a risk management policy which is elaborated in the Management Discussion and Analysis Report which is part of the Annual Report and forms part of the Directors Report. At the Board meeting held on May 28, 2015 the Audit Committee of the Board has been vested with powers and functions relating to Risk Management of the Company. (e) Independent Directors Meeting During the financial year , the Independent Directors met on February 14, 2015, inter alia to discuss and carry out certain functions as follows: Evaluation of the performance of Non Independent Directors and the Board of Directors as a whole. Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors. Assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Chairman of the Committee is an Independent Director. Table 10 gives the details of Independent Directors of the Company as on March 31, Table 10: Details of Independent Directors Name of the Director Mr. Manmohan Singh Kapur Mr. Deepak Ramchand Sharma Category Independent Director Independent Director One meeting of Independent Directors of the Company was held during the financial year on February 14, 2015 where both the Independent Directors were present. Eleventh Annual Report

53 3. General Meeting Details (a) The details of the last three years Annual General Meetings (AGM) held are as follows: Financial year Date Time Venue September 28, a.m. Seminar Room, Mayur Hall, All India Institute of Local Self Government, Sthanikraj Bhavan, C.D. Barifwala Marg, Andheri (W), Mumbai September 30, p.m. Seminar Room, Mayur Hall, All India Institute of Local Self Government, Sthanikraj Bhavan, C.D. Barifwala Marg, Andheri (W), Mumbai September 30, p.m. Seminar Room, Mayur Hall, All India Institute of Local Self Government, Sthanikraj Bhavan, C.D. Barifwala Marg, Andheri (W), Mumbai (b) Following Special Resolutions were passed by the Members during the last three Annual General Meetings: Date of AGM No. Details of Special Resolution September 28, 2012 i. There was no business item which was required to be considered by Members with special majority. September 30, 2013 i. There was no business item which was required to be considered by Members with special majority. September 30, 2014 i. Adoption of new set of the Articles of Association of the Company. ii. Authority to Board of Directors of the Company to Borrow Money. The resolutions moved at the AGM held on September 30, 2014 were passed by the Members by way of e-voting. (c) No postal ballots were conducted by the Company during the last three financial years. 4. Disclosures (a) Code of conduct The Company obtains the affirmation of compliance of the Code of Conduct from its Directors and Senior Management on yearly basis. The Board has adopted the revised Code of Conduct for its Specified Persons since May 15, 2015 considering the enactment of new SEBI Insider Trading Regulations, The revised Code of Conducts includes Code for Fair Disclosure of price sensitive information and Role, functions and Duties of Independent Directors. The Code of Conduct is an annual declaration that helps to maintain high standards of ethical business conduct for the Company. In terms of the Code of Conduct, Specified Persons must act within the boundaries of the authority conferred upon them and with a duty to make and enact informed decisions and policies in the best interests of the Company and its stakeholders. Further, Specified Persons should ensure that they do not derive any undue personal benefit because of their position in the Company and / or certain confidential information coming to their knowledge. The Company has obtained declaration from Specified Persons affirming their compliance to the Code of Conduct for the current year. The Chief Executive Officer of the Company has affirmed to the Board of Directors that this Code of Conduct has been complied with by the Board members, Senior Management and other Specified Persons and a declaration to this effect forms part of this report. A copy of the Code of Conduct is made available on the website of the Company. (b) Whistle blower policy The Board of Directors of the Company has adopted a Whistle Blower Policy for its employees. The employees are encouraged to report to the Whistle Blower Administrator, any fraudulent Eleventh Annual Report 49

54 financial or other information to the stakeholders, any conduct that results in the instances of unethical behaviour, actual or suspected violation of the Company s Code of Conduct and ethics, which may come to their knowledge. The Board of Directors has appointed the Chairman of the Audit Committee as the Whistle Blower Administrator. This policy provides for adequate safeguards against victimisation of employees who report to the Whistle Blower Administrator. The policy also provides for direct access to the Chairman of the Audit Committee. A copy of the policy is made available on the website of the Company. (c) Familiarization Program for the Board of Directors Pursuant to the requirements of Clause 49, 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 access at: quatro/pdf/familiarisationprogrammeforindependentdirectors. pdf (d) Disclosures on materially significant related party transactions that may have potential conflict with the interests of the Company During the financial year , there were no materially significant transactions, pecuniary transactions or relationships between the Company and the Promoters, Directors and their relatives and the management that has potential conflict of interest of the Company. Details of all transactions entered into by the Company with the related parties have been disclosed under Related Party Transactions in the Notes to Accounts of the Company which form part of this Annual Report. The Board of Directors of the Company has adopted a Related Party Transaction Policy in compliance with the requirements of Section 188 of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Recognised Stock Exchanges. A copy of the policy is made available on the website of the Company. (e) Adherence to accounting standards The Company follows the mandatory Accounting Standards prescribed by the Institute of Chartered Accountants of India (ICAI) and to the best of its knowledge, there are no deviations in the accounting treatments that require specific disclosure. (f) Details of non-compliance There were no penalties imposed on the Company by Stock Exchanges, SEBI or any statutory authority, for non-compliance of any matter related to the capital markets, during the financial year from April 01, 2014 to March 31, The Company has disclosed all the mandatory requirements under Clause 49 of the Listing Agreement. 5. Management Discussion and Analysis As required by Clause 49 of the Listing Agreement, the report on Management Discussion and Analysis is provided elsewhere in the Annual Report. 6. Shareholders Information (a) Means of Communication The Company constantly communicates to the investors about the operations and financial results of the Company. Besides publishing the abridged financial results in one national and one regional daily newspaper, as per Clause 41 of the Listing Agreement, the complete audited financial statements are published on the Company s website under Investors info section. The Company uses a wide array of communication tools including face-to-face, online and offline channels to ensure that information reaches to all the stakeholders in their preferred medium. The table below gives the snapshot of the communication channels used by the Company to communicate with its stakeholders: Particulars Board Meetings Shareholder Meetings Formal Notices Website Information Press/ Web Releases s Annual Reports Board of Directors ü ü ü ü ü ü ü Shareholders - ü ü ü ü - ü Employees ü ü ü ü Financial Analysts ü ü - ü General Public ü ü - - Frequency Quarterly Annual Ongoing Ongoing Ongoing Ongoing Ongoing 50 Eleventh Annual Report

55 Details of newspapers where Quarterly Results of the Company were published: Financial Result for Quarter ended News Paper (Mumbai edition) Date of publication English Marathi June 30, 2014 Free Press Journal Navshakti August 13, 2014 September 30, 2014 Free Press Journal Navshakti November 14, 2014 December 31, 2014 Free Press Journal Navshakti February 15, 2015 March 31, 2015 Free Press Journal Navshakti May 29, 2015 (b) Corporate Identity Number (CIN) The Corporate Identity Number (CIN), allotted by the Ministry of Corporate Affairs, Government of India is L92130MH2004PLC The Company is registered in the State of Maharashtra (RoC, Mumbai) India. (c) General details of the Company Registered Office 101, Sumer Kendra Society, Pandurang Budhkar Marg, Near Doordarshan Kendra, Behind Mahindra & Mahindra Tower, Worli, Mumbai Tel.: Corporate Office 1 st Floor, Vega Centre, A-Building, Shankarseth Road, Next to Income Tax Office, Swargate, Pune Tel.: News Center Live India (Delhi) 1, Mandir Marg, Premnath Motors Complex, New Delhi Tel Live India (Noida) D- 153, Sector- 63, Noida, Uttar Pradesh Tel Financial year of the Company is from 1 st of April of every year to 31 st of March next year. Forthcoming Annual General Meeting of the Company The ensuing Annual General Meeting of the Company will be held on Wednesday, September 30, 2015 at Seminar Room, Mayur Hall, All India Institute of Local Self Government, Sthanikraj Bhavan, C.D. Barifwala Marg, Andheri (W), Mumbai at a.m. (IST). Book Closure dates: Thursday, September 24, 2015 to Wednesday, September 30, 2015 (both days inclusive). Compliance Officer of the Company Mr. Avinash Godse Corporate Office: 1 st Floor, Vega Centre, A-Building, Shankarseth Road, Next to Income Tax Office, Swargate, Pune Tel.: +91 (020) investorservices@liveindia.tv Website: The members may communicate there grievances to the Compliance Officer on the above-mentioned address. Name of Recognised Stock Exchanges where the Company has been listed The Equity Shares of the Company have been listed on the following stock exchanges: Name of Recognised Stock Exchanges Script Symbol / Code National Stock BROADCAST- EQ Exchange of India Limited (NSE) BSE Limited (BSE) International Securities Identification Number INE698H01018 Listing fees for the financial year have been paid to both NSE and BSE. Contact details of Company s Intermediaries are as follows: Registrar and Share Transfer Agent Link Intime India Private Limited Unit: Broadcast Initiatives Limited C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai Tel. : +91 (22) / Fax : +91 (22) rnt.helpdesk@linkintime.co.in Website : Eleventh Annual Report 51

56 Depositories of the Company a) National Securities Depository Limited 4 th and 5 th Floor, A Wing, Trade World Kamala Mills Compound, Senapati Bapat Marg Lower Parel, Mumbai , India. Tel. : +91 (22) Fax : +91 (22) info@nsdl.co.in Website : b) Central Depository Services (India) Limited Phiroze Jeejeebhoy Towers 16 th Floor, Dalal Street Fort, Mumbai , India. Tel. : +91 (22) Fax : +91 (20) investors@cdslindia.com Website : Legal Proceedings There are no cases related to disputes over title to shares in which the Company was made a party. Dematerialisation of shares and liquidity The Company s Equity Shares have been dematerialised with the Central Depository Services (India) Limited (CDSL) and the National Securities Depository Limited (NSDL). The International Security Identification Number (ISIN) is an identification number for traded shares. This number is to be quoted in each transaction relating to the dematerialised shares of the Company. The ISIN of the Company for its shares is mentioned above. As on March 31, 2015, 2,53,13,942 Equity Shares comprising 99.99% of the Company s equity shares are held in dematerialized form. Share Transfer System The Company has the Stakeholders Relationship Committee represented by the Board of Directors to examine and redress shareholders and investor complaints. The status on share transfers is reported to the Board on a regular basis. The process and approval of share transfer has been delegated to the Stakeholders Relationship Committee of the Board of Directors. For shares transferred in physical form, the Stakeholders Relationship Committee gives adequate notice to the seller before registering the transfer of shares. The Stakeholders Relationship Committee approves the share transfers and reports the same to the Board of Directors at its next meeting. For matters regarding shares transferred in physical form, share certificates, change of address, etc., shareholders should communicate with Link Intime India Private Limited. The address is given in the section on shareholder information under this report. For shares transferred in electronic form, after confirmation of sale / purchase transaction from the broker, shareholders should approach the depository participant with a request to debit or credit the account for the transaction. The depository participant will immediately arrange to complete the transaction by updating the account. There is no need for separate communication to register the share transfer. Distribution of shareholding as on March 31, 2015 Shareholding of nominal value Number of Shareholders Percentage Number of Shares Percentage holding & above Total Eleventh Annual Report

57 Shareholding Pattern as on March 31, 2015 Sr. No. Category of Shareholders No. of Shareholders No. of Equity Shares Nominal Value Percentage holding 1 Promoters & Promoter Group ,24,01, Financial Institutions/Banks ,50, Non-institutions a. Bodies Corporate ,30, b. Individuals ,85,03, c. Any other i. Foreign Nationals ,51, ii. Trust , iii. Other Directors , iv. Clearing Members ,88, v. Office Bearers Total ,31,40, Shareholders (other than Promoters) holding more than 1% of the share capital as on March 31, 2015 Shareholder s Name No. of Shares Percentage Holding Gautam Navnitlal Adhikari Markand Navnitlal Adhikari Roshani Neetish Doshi Corporation Bank Total Market Price Data The equity shares of the Company were listed on the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE). Accordingly, the highest traded price and the lowest traded price and total volume for the period from April 1, 2014 to March 31, 2015 on a monthly basis are as below: Month ended BSE NSE High (In Rs.) Low (In Rs.) Total Volume(In No s.) High(In Rs.) Low(In Rs.) Total Volume(In No s.) April May June July August September October November December January February March (Source: and Eleventh Annual Report 53

58 Calendar for declaring the financial statements for the quarters in the financial year (tentative and subject to change) Quarter Ending Proposed date of meeting of the Board June 30, 2015 August 14, 2015 September 30, 2015 November 14, 2015 December 31, 2015 February 14, 2016 March 31, 2016 May 30, th Annual General Meeting September 30, 2016 CEO / CFO certification As required by Clause 49 of the listing agreement, the CEO / CFO certification is provided elsewhere in this Annual Report. Miscellaneous Shareholders holding shares in physical form are requested to notify to Link Intime India Private Limited, Registrar and Share Transfer Agent about any change in their address and Bank Account details under the signature of sole / first joint holder. Beneficial owners of shares in demat form are requested to send their instructions regarding change of name, change of address, bank details, nomination, power of attorney, if any, etc., directly to their Depository Participants (DP) as the same are maintained by the respective DPs. Non-resident shareholders are requested to notify to Link Intime India Private Limited at the earliest on the following: a) Change in their residential status on return to India for permanent establishment; b) Particulars of their NRE Bank Account with a bank in India, if not furnished earlier; c) address, if any. Nomination in respect of shares Section 72 of the Companies Act, 2013 provides facility for making nominations by Members in respect of their holding of shares. Such nomination greatly facilitates transmission of shares from the deceased Member to his / her nominee without being required to go through the process of obtaining Succession Certificates / Probate of the Will, etc. It would therefore, be in the best interest of the Members holding shares as a sole holder to make such nomination. Members holding shares in physical mode are advised to write to the Registrar and Share Transfer Agent of the Company for making nomination. Members holding shares in demat form are advised to contact their DP for making nominations. Members are further requested to quote their IDs, Telephone / Fax numbers for prompt reply to their communication. 54 Eleventh Annual Report

59 To the Members of Broadcast Initiatives Limited Corporate Governance Compliance Certificate We have examined all the relevant records of Broadcast Initiatives Limited for the purpose of certifying compliance of the conditions of the Corporate Governance under Clause 49 of the Listing Agreement with the Stock Exchanges for the financial year ended March 31, We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of certification. The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to the procedure and implementation process adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. This certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with all the mandatory conditions of Corporate Governance as stipulated in the said Listing Agreement. For Ashok Jayesh & Associates Chartered Accountants Firm Registration No W Date: August 14, 2015 Place: Mumbai Jayesh D Sangani Partner [M. No ] Eleventh Annual Report 55

60 Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification We, to the best of our knowledge and belief, certify that 1. We have reviewed the Balance Sheet and Statement of Profit and Loss of the Company and all its Notes on Accounts as well as the Cash Flow Statements and the Directors Report; d) Disclosed in this report any change in the Company s internal control over financial reporting that occurred during the Company s most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the Company s internal control over financial reporting. 2. Based on our knowledge and information, these statements do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which the statements were made, not misleading with respect to the statements made; 3. Based on our knowledge and information, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of and for the period presented in this report and are in compliance with the applicable Accounting Standards and / or applicable laws and regulations; 4. To the best of our knowledge and belief, no transactions entered into by the Company during the year were fraudulent, illegal or violate of the Company s practices; 5. The Company s other certifying officers and we are responsible for establishing and maintaining disclosure controls and procedures for the Company and we have a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its subsidiaries, made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally acceptable accounting principles; c) Evaluated the effectiveness of the Company s disclosure, controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 6. The Company s other certifying officers and we have disclosed based on our most recent evaluation, wherever applicable, to the Company s auditors and the Audit Committee of the Company s Board of Directors. a) All significant deficiencies in the design or operation of internal controls, which could adversely affect the Company s ability to record, process, summarise and report financial data and have identified for the Company s auditors, any material weakness in internal controls over financial reporting including any corrective actions with regard to deficiencies, if any; b) Instances of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company s internal controls; and c) Significant changes in internal controls during the year are covered by this report. 7. There was no change in accounting policies during the year; 8. We affirm that we have not denied any personnel, access to the Audit Committee of the Company (in respect of matters involving alleged misconduct) and we have provided protection to the whistle blowers from unfair termination and other unfair or prejudicial employment practices; and 9. We further declare that all Board members and senior managerial personnel have affirmed compliance with the Code of Conduct for the financial year For and on behalf of the Board of Directors Supriya Kanase Chief Executive Officer & Managing Director Date: May 28, 2015 Place: Mumbai Avinash Godse Chief Financial Officer & Company Secretary Date: May 28, 2015 Place: Mumbai 56 Eleventh Annual Report

61 Management Discussion and Analysis Overview Broadcast Initiatives Limited (Live India) (BSE Code: , NSE Code: BROADCAST- EQ) is one of India s largest media Company. Live India a flagship channel which has the largest news network across India in Hindi Speaking Market (HSM) news genre. Live India Channel is available on major cable operators in PAN India and DTH Platforms. Media Industry As per FICCI-KPMG Indian Media and Entertainment Industry Report 2015, the Indian Media and Entertainment Industry witnessed a moderate growth in The industry grew from Rs. 918 billion in 2013 to Rs. 1,026 billion in 2014, registering a growth rate of 12%. Television sector grew from Rs. 417 billion in 2013 to Rs. 475 billion in 2014, registering a growth of 14%. Total advertising spend across media was Rs. 414 billion in 2014 contributing to 40% of Media and Entertainment industry revenues. In light of the continued economic growth, advertising revenues saw a growth of 14% in On account of improving monetization due to digitization, in 2014, subscription revenues grew at annualized growth rate 16%. It was another landmark year for the television industry in many ways. Financial year 2015 saw the formation of the viewership measurement system by Broadcast Audience Research Council (BARC). BARC is expected to deliver superior viewership data on account of more relevant classification parameters (NCCS instead of SEC), tracking of substantially higher viewership universe (~150 Mn Households) including rural households, as well as higher quality of data monitoring through audio watermarking of channel feeds. Business Profile Live India is an integrated media Company engaged primarily in broadcasting and content development, production and its delivery via satellite. The Company has presently 8 regional news bureaus across PAN India. These bureaus are located at Delhi, Chandigarh, Srinagar, Bhopal, Ahmadabad, Patna, Lucknow and Jaipur. Live India is also the pioneer in the national markets which serve content across the nation. Leadership in HSM News Genre: In the Hindi Speaking Market (HSM) news genre, Live India is the flagship product from Broadcast Initiative Limited. The HSM space continued to see sustained competition between the top news channels with extremely dynamic channel rankings. Live India continued to have a leading share in the HSM news genre. Some key shows during the year under review are as follows: Live 50: Collage of top 50 news of the moment, packed in aggressive packaging and catering to the people who wants to have maximum news in minimum time. Top 50 news collects best news for the viewers so that they can stay informed even without sitting in front of tv all day long. Sport Track: Sport Track is the comprehensive coverage of sports news around the world. The show brings all the action of sports on and off the field, packaged for youth interested in knowing the briefs and details of the sporting event of the day. Live India Aaj: A unique show that prepares the news agenda of the day and highlights three big news events of the day. Aaj is watched by the people who are aware about the current affairs and willing to know what can be the highlights of the day even before the news breaks out. Master Mind: Master Mind is the weekly investigative show, unearthing the big scams of the nation. The show brings out the shocking news from different part of the nation and provides regular dose of investigative journalism which is missing from the action in Hindi News Genre. Master Mind is one of the kind shows on any other Hindi News Station and has made its impact in the short period after launching it. Parag Dil Se: Parag Dil se is one on one interview based show hosted by our Entertainment Editor Mr. Parag Chapekar. It is a light hearted celebrity based show. Parag Ka Punch: Every Friday our Entertainment Editor Mr. Parag Chapekar gives his critical view on the latest release of Bollywood movies in Parag Ka Punch. Rahasya: The weekly show brings stories that became legends as soon as they appeared, stories that are mostly unheard, not routine UFO sighting stories, but difference interesting and sometimes scary stories. Delhi Live: Delhi Live as name suggests is half an hour comprehensive news bulletin of Delhi. The show carries the top story of Delhi, which covers all the aspects and dimensions of the day Election Coverage: Under the banner of Abki Baar Kiski Sarkar channel did major coverage of 2014 loksabha elections. The coverage included constituency profile of major constituencies, interviews of big politicians & Street shows etc. Delhi election coverage was also done on massive scale by designing several shows under the banner Delhi Ka King Kaun. Under the banner of Tau Aur Bhau channel did major coverage of Maharashtra and Haryana election. The show was planned in such a way that two politically and culturally different state blended together in a programme. A well known Marathi artist Mr. Jayant Gadekar covered the Maharashtra election as a character of Bhau and his counterpart in Haryana was Mr. Sangram Singh, who presented himself as a Tau. Both have Eleventh Annual Report 57

62 covered the election in their respective state with local flavor and dialect. The programme was widely appreciated. Cricket World Cup 2015: Cricket world cup 2015 was covered in the show named as Abki Baar Champion Kon. The cricket legends Mr. Dilip Vengasarkar, Mr. Inzamamul Haq and Mr. Surinder Khanna are the Panelists for the show. Ms. Roshni Chopra was the lead host of the show. Operation Mahabharat: Live India carries out sting operation to reveal theft of digital confidential information. Information thefts from country s banks have become rampant. Records of mobile companies are being sold openly in the market. To probe this further, undercover reporters of Live India investigated it for 10 months. Christened Operation Mahabharat, the aim of the entire operation was to reveal how touts throughout the country are selling confidential information of people. The investigation caught 12 such persons who indulged in this fraud. Live India s hidden cameras caught those making deals with the reporters who posed as clients for buying confidential information. Business Strategy The key elements of Live India strategy during the year were to (i) take appropriate steps to safeguard its leadership position in a fiercely competitive environment (ii) rationalise on costs across different heads (iii) fortify its expansion in the national markets (iv) maintain consistently high standards of Corporate Governance (v) additional revenues from digitization. Appropriate steps to safeguard its leadership position in a fiercely competitive environment: The reorganization of regional news bureaus has helped to ensure that in a highly fragmented environment, the network maintained and grew its dominance. The Company aims to further enhance the market share through a planned content lineup for news based programme. Rationalise on costs across different heads: The belief at the Company has always been that higher spends will not necessarily result in sustained incremental viewership. Even in the wake of competition, the network maintained its cost structures, though with increased competition our costs also moved up. Better negotiations with suppliers and stricter control on distribution spends will help in further keeping costs under check. Fortify its growth in the national markets: During the year, the Company undertook various initiatives to further strengthen its dominance in national Hindi Speaking Markets in news genre by entering into deals with new platform operators. In line with this growth strategy, the Company planned to launch various news based programme. Corporate Governance: Live India firmly believes that good governance is critical for sustaining corporate development, increasing productivity and competitiveness and creating shareholders wealth. The governance process should ensure 58 that the available resources are utilised in a manner that meets the aspirations of all its stakeholders. The Company s essential charter is shaped by the objectives of transparency, professionalism and accountability. The Company continuously endeavors to improve on these aspects on an ongoing basis. While the increasing emphasis on transparency and accountability, standards have been set by various governing bodies on disclosure as well as judiciousness in conduct. Additional revenues from digitization: The Company has relaunched its digital editions in February, 2015 under the umbrella of Live India Digital. India is a fast digitizing market. The completion of the digitization process in Phase I and Phase II cities and the rollout in Phase III and Phase IV cities is seen as a positive step that should lead to a boost in the subscription revenues in the future. Risk Factors Competition from other players: The Company operates in highly competitive environment that is subject to innovations, changes and varying levels of resources available to each player in each segment of business. Ever changing trends in Media Sector: It may not be possible to consistently predict changing audience taste. People s tastes vary quite rapidly along with the trends and environment they live in. This makes it virtually impossible to predict whether a particular show of news based programme would do well or not. Cost of programming might affect its bottom line: The urge to compete and provide the best content to viewers would have to incur high expenditure to provide an impetus on its news based programming. The increase in costs might not necessarily perk up its revenues in the same proportion. Macroeconomic environment: Macroeconomic environment can be a potential source of risk. Moderate growth, along with high inflation, can adversely impact advertising revenues of the Company. Increased competitive environment in the Hindi Speaking Market (HSM) Space: The HSM news genre is the one of the key genres for all advertisers and hence is most lucrative to all the TV broadcasters. Any new competition in the space can have an impact on the Companies revenues. Dependency on hiring and retaining highly qualified employees: The Company believes that the future success depends in large part on continued ability to hire, develop, motivate and retain qualified employees and other qualified personnel needed to provide services to our customers. Competition for skilled personnel in the media industry remains intense. Extract of Policy on Risk Management At Broadcast Initiatives Limited, the task of risk management is Eleventh Annual Report

63 to continuously evaluate and monitor all business opportunities, threats and risks to ensure the achievement of objectives and business continuity. The Board of Directors of the Company and the Audit Committee of the Board shall review the risk management policy of the Company from time to time so that management controls the risk through properly defined network. The Audit Committee of the Board shall monitor and review the overall risk management plan and perform such other functions as may be necessary for effective implementation of the Risk Management Policy for the Company. Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Audit Committee. Media & Broadcasting Industry: The television and broadcasting industry has recorded growth especially in the new media sectors, animation, Films and Music, mainly due to digitization. Diversification is the key to growth and sustenance of Industry. Media and Broadcasting is no exception. While there are opportunities available for growth, there are also some hurdles on the way. The sector is largely disorganized and fragmented and there is lack of distribution infrastructure. With the help of new technology the Media and Entertainment, there is a need for innovation as per the requirement of the audience. The changes in the way media is consumed are being driven by factors such as emerging gaming platforms and innovation in technological devices such as tablets. Convergence of media, e-commerce and emergence of an application economy are the expected trends likely to emerge. Availability of infrastructure and appropriately pricing content across these new media platforms are expected to be critical success factors for the Indian market. Risk Management: Risk management is a part of the Companies financial reporting process and one of the most significant measures of internal control. At Broadcast Initiatives Limited the task of risk management is to continuously evaluate and monitor all business opportunities, threats and risks to ensure the achievement of objectives and business continuity. The Board of Directors carries the primary responsibility for the Companies risk management. The Board of Directors considers the most significant identified risks and is in charge of defining the Companies risk appetite. The Audit committee approves the risk management principles of the Company and monitors the efficiency of the risk management systems. The Audit committee also discusses the management reports on significant risks and the Company s exposure to them as well as considers the plans to minimize risks. The Audit Committee of the Board is responsible to monitor and review the overall risk management plan and perform such other functions as may be necessary for effective implementation of the Risk Management Policy for the Company. The Chief Executive Officer and Managing Director, the Executive Team and other Senior Management Person in the Company at organizational levels are responsible for carrying out daily risk management. In each department, a head of the department is a responsible person for risk management and reporting on risk management operations. The risk management process is a means to identify risks, develop risk management measures and report the risks. Risk management is part of the Companies internal control and, thus part of good corporate governance. The Company sets limits to and procedures for quantitative as well as qualitative risks in writing in its risk management system. The most significant risks and uncertainties for the Company is define as risks events or circumstances that could prevent reaching a strategic, operative or economic objective. The risks are classified as strategic, operative and financing risks. Strategic risks: The most important strategic risks for the Company is a significant drop in viewership, a decrease in advertising sales and a significant rise in distribution costs. Changes in the overall economy are reflected in the development of advertising sales. Advertising sales major part of the revenue of the Company. There are also geography-specific risks related to the development of the market, business and the economic growth with regards to developing businesses. In the long term, the media business is transforming with changes in media usage and new technologies. The Companies strategic objective is to react to this challenge by renewing its business and developing new businesses. Operative risks: Disturbances of information technology and communications as well as disruption of distribution are the most important operative risks. The risks of information technology and communications are reviewed and managed in cooperation with the operating people and the business units as well as cooperation partners. Especially the technical operation and vulnerability of the digital business is closely monitored in the entire media industry. In media, it is important to prevent disruptions of operations in advance by means of good management and safety culture as well as with the help of guidelines. Back-up plans are made in preparation for interruptions. The increasing compliances and legal norms may lead to additional costs for the distribution. Therefore, the Group aims to further improve the efficiency of its distribution activities in order to maintain a competitive edge. Financing Risks: The Chief Financial Officer of the Company is responsible for the financing. The centralized financing and investment function takes care of the operative financing for the Company. The function includes the management of payments and liquidity, funding and investments. The payments are centralized. Eleventh Annual Report 59

64 Risk Management System: As a diversified enterprise, the Company has always had a system- based approach to business risk management. Backed by strong internal control systems, the current risk management framework consist of the following elements: The Corporate Governance Policy clearly lays down the roles and responsibilities of the various entities in relation to risk management. A range of responsibilities, from the strategic to the operational is specified in the Governance Policy. These role definitions, inter alia are aimed at ensuring formulation of appropriate risk management policies and procedures, their effective implementation and independent monitoring and reporting by Internal Audit. A combination of centrally issued policies and divisionally evolved procedures brings robustness to the process of ensuring business risks are effectively addressed. Appropriate structures have been put in place to effectively address the inherent risks in businesses with unique and relatively high risk profiles. A strong and independent Internal Audit Function at the corporate level carries out risk focused audits across all businesses, enabling identification of areas where risk managements processes may need to be improved. The Audit Committee of the board reviews internal Audit findings, and provides strategic guidance on internal controls. Monitors the internal control environment within the Company and ensures that Internal Audit recommendations are effectively implemented. The combination of policies a process as outlined above adequately addresses the various risks associated with the Companies businesses. The senior management of the Company periodically reviews the risk management s framework to maintain its contemporariness so as to effectively address the emerging challenges in a dynamic business environment. Financials Results of Operations Total Revenue: Total Revenue for the financial year is Rs Lacs. Total Expenditure: Total expenditure increased by Rs Lacs from Rs Lacs in financial year to Rs Lacs in financial year Operational/ Production Cost: Operational cost increased by Rs Lacs from Rs Lacs in financial year to Rs Lacs in financial year Increase in operating cost is due to volatile news based programming cost and related expenses. Personnel Cost: Personnel cost has increased by Rs Lacs from Rs Lacs in financial year to Rs Lacs in financial year Financial Cost: Financial cost has reduced by Rs Lacs from Rs Lacs in financial year to Rs Lacs in Financial year Depreciation and Amortization: Depreciation and amortization expenses increased by Rs Lacs from Rs Lacs in financial year to Rs Lacs in Financial year Loss for the Period: Loss for the financial year is Rs Lacs. Sources of Funds Share Capital: The Authorized Share Capital of the Company is Rs. 50,00,00,000 /- (Rupees Fifty Crores only) divided into 5,00,00,000 (Five Crore) Equity Shares of Rs. 10/- (Rupees Ten only) each. The paid-up share capital of the Company is Rs. 25,31,40,000 (Rupees Twenty Five Crores Thirty One Lacs Forty Thousand only) divided into 2,53,14,000 (Two Crores Fifty Three Lacs and Fourteen Thousand) Equity Shares of Rs. 10 each. Loan Funds: Total loan funds (Inter Corporate Deposits) as on March 31, 2015 stood at Rs Lacs up from Rs Lacs. These loan funds are long term borrowing taken by the Company from group promoter Company for obtaining business benefits and operational efficiency. Long term liabilities and provisions: Long term provisions pertaining to retirement benefits and leave encashment have reduce by Rs Lacs from Rs Lacs as on March 31, 2014 to Rs Lacs as on March 31, Application of Funds Long term loans and advances: The long term loans and advances increased by Rs Lacs from Rs Lacs as on March 31, 2014 to Rs Lacs as on March 31, The increase is mainly on account of Service Tax set off receivables. Current Assets: Current Assets mainly represent Trade Receivables, Cash & Bank Balances, Short term loans and advances, current investment and Other Current Assets. The decrease in current assets by Rs Lacs from Rs Lacs as on March 31, 2014 to Rs Lacs as on March 31, 2015, is mainly on account of receipt of Trade Receivables. Cautionary Statement Statements in the Management Discussion and Analysis describing the Company s objectives, projections, estimate and expectation may be forward-looking within the meaning of applicable laws and regulations. Actual results might differ materially from those expressed or implied. Eleventh Annual Report

65 Independent Auditor s Report To the Members of Broadcast Initiatives Limited Report on the Financial Statements 1. We have audited the accompanying financial statements of Broadcast Initiatives Limited ( the Company ), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements 2. The Company s Management is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ( the Act ) with respect to the preparation of these financial statements to give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and Design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility 3. Our responsibility is to express an opinion on these financial statements based on our audit. 6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company s Directors, as well as evaluating the overall presentation of the financial statements. 7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Opinion 8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2015, and its losses and its cash flows for the year ended on that date. Emphasis of Matter 4. We have taken into account the provisions of the Act and the Rules made thereunder including the accounting standards and matters which are required to be included in the audit report. 5. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 9. Without qualifying our opinion, we draw attention to Note 1.01 of the financial statements. The Company s operating results has been materially affected due to various factors and as at March 31, 2015, the Company s accumulated losses has fully eroded the net worth of the Company. The appropriateness of the going concern assumption is dependent on the Company s ability to establish consistent profitable operations as well as raising adequate finance to meet its short term and long term obligations. Based on the mitigating factors discussed in the said note, management believes that the going concern assumption is appropriate and no adjustments have been made in the financial statements for the year ended March 31, Eleventh Annual Report 61

66 Report on Other Legal and Regulatory Requirements 10. As required by the Companies (Auditor s Report) Order, 2015, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to as the Order ), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order. 11. As required by Section 143(3) of the Act, we report that: (f) Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164(2) of the Act. With respect to the other matters to be included in the Auditor s Report in accordance with Rule 11 of the Companies Audit and Auditors) Rules. 2014, in our opinion and to the best of our knowledge and belief and according to the explanations given to us: i) The Company has disclosed the impact of pending litigations as at March 31, 2015 on its financial position in its financial statements. (a) (b) (c) (d) (e) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules On the basis of the written representations received from the directors as on March 31, 2015 taken on record by the ii) iii) The Company has made provision as at March 31, 2015, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, For Ashok Jayesh & Associates Chartered Accountants Firm Registration No W Jayesh D Sangani Partner [M. No ] Mumbai, May 28, Eleventh Annual Report

67 Annexure To Independent Auditors Report Referred to in paragraph 10 of the Independent Auditors Report of even date to the members of Broadcast Initiatives Limited on financial statements as of and for the year ended March 31, 2015 i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets. (b) The fixed assets are physically verified by the Management according to a phased programme designed to cover the items over a period of three years which in our opinion is reasonable having regard to the size of and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification. ii. iii. iv. The Company is a service company, primarily rendering broadcasting services. Accordingly, it does not hold any physical inventories. According to the information and explanation given to us and on the basis of records furnished before us, the company has not granted any loans, secured or unsecured to parties covered in the register maintained under section 189 of the Act. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business. Further, on the basis of our examination of the books and records of the company and according to the information and explanations given to us, we have neither come across, nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system. v. The Company has not accepted any deposits from the public within the meaning of Sections 73 and 74 of the Act and the rule framed there under to the extent notified. vi. According to information and explanations given to us, maintenance of cost records has not been prescribed by the Central Government as specified under sub-section (1) of Section 148 of the Act, in respect of the services dealt by the company. vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is not regular in depositing the undisputed statutory dues, including provident fund, employees state insurance, income tax, sales tax, service tax, and other material statutory dues, as applicable, with the appropriate authorities. The statutory dues outstanding for more than six months from the date they became payable is as below: Tax Deducted at Source : Rs.1,33,43,496/- Provident Fund : Rs. 3,88,701/- (b) According to the information and explanations given to us and the records of the Company examined by us, there are no material dues payable in respect of provident fund, employees state insurance, income tax, sales tax, service tax, and other material statutory dues, as applicable, with the appropriate authorities as at 31 st March 2015 which have not been deposited on account of a dispute. (c) According to the information and explanations given to us, and the records of the Company examined by us, there was no amount required to be transferred to Investor Education and Protection Fund during the year in accordance with the provisions of the Companies Act, 1956 and the rules made thereunder. viii. In our opinion, the Company has accumulated losses as at the end of the financial year which are more than fifty per cent of its net worth. The company has incurred cash losses in the financial year ended on that date and also in the immediately preceding financial year. ix. According to the records of the Company examined by us and the information and explanation given to us, the Company has not taken amount from any financial institution or bank or debenture holders as at the balance sheet date. x. According to the information and explanations given to us, the company has not given any guarantees for loan taken by others from banks or financial institutions during the year. xi. xii. According to the information and explanations given to us, the company has not raised any term loans during the year. During the course of examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management. For Ashok Jayesh & Associates Chartered Accountants Firm Registration No W Jayesh D Sangani Partner (M. No ) Mumbai, May 28, 2015 Eleventh Annual Report 63

68 Particulars Note No Balance Sheet as at 31 st March, 2015 Figures as at the end of current reporting period (Amount in Rs.) Figures as at the end of current reporting period (Amount in Rs.) I. Equity and Liabilities (1) Shareholder s Funds (a) Share Capital ,140, ,140,000 (b) Reserves and Surplus 2.02 (1,484,964,153) (1,231,824,153) (937,809,362) (684,669,362) (2) Non-Current Liabilities (a) Long-term borrowings ,536,804,505 1,180,517,214 (b) Long term provisions ,096,459 1,549,900,964 15,075,141 1,195,592,355 (3) Current Liabilities (a) Trade payables ,974, ,166,014 (b) Other current liabilities ,619,197 40,937,683 (c) Short-term provisions ,546, ,140,471 36,755, ,859,033 Total 601,217, ,782,027 II.Assets (1) Non-current assets (a) Fixed assets 2.08 (i) Tangible assets 262,895, ,057,438 (ii) Intangible assets 27,633,336 47,264,582 (iii) Capital work in progress 27,983, ,512,471 40,941, ,263,055 (b) Non-current investments , ,000 (c) Deferred tax assets (net) ,024,870 47,473,686 (d) Long term loans and advances ,243, ,560,520 (e) Other non-current assets ,368,199 47, ,182,067 (2) Current assets (a) Current investments ,500,000 2,500,000 (b) Trade receivables ,122, ,220,505 (c) Cash and cash equivalents ,142,669 8,020,117 (d) Short-term loans and advances ,367,702 22,879,580 (e) Other current assets ,203,958 89,336,612 4,716, ,336,906 Total 601,217, ,782,027 Significant accounting policies and notes to accounts 1 & 2 The Notes referred to above and annexed thereto form an integral part of the Balance Sheet. As per our report of even date for & on Behalf of the Board of Directors for Ashok Jayesh & Associates Chartered Accountants Supriya Kanase Satish K. Singh FRN :100655W (CEO & Managing Director) (Whole Time Director) (DIN ) (DIN ) Jayesh D. Sangani Partner M. S. Kapur Deepak Sharma Avinash Godse Membership No (Director) (Director) (CFO & Company Secretary) Mumbai, 28 th May 2015 (DIN ) (DIN ) Mumbai, 28 th May Eleventh Annual Report

69 Particulars Statement of Profit and Loss for the year ended on 31 st March, 2015 Note No Figures as at the end of current reporting period (Amount in Rs.) Figures as at the end of previous reporting period (Amount in Rs.) I. Revenue from operations ,189, ,763,319 II. Other Income ,532,881 6,100,267 Total Revenue 121,722, ,863,586 III. Expenses: Production Expenses 45,509,803 15,032,861 News Syndication 5,423,000 4,993,935 Distribution Expenses 241,211,375 83,458,344 Telecast Expenses ,601,620 29,256,560 Administration Expenses ,795,578 41,186,044 Marketing Expenses ,592,837 3,679,266 Employee benefit expense ,615, ,429,634 Finance Charges ,403,758 6,716,218 Depreciation and amortization expense ,034,553 75,884,428 Miscellaneous Expenditure W/off 287, ,100 Total Expenses 665,475, ,924,391 IV. Profit before exceptional and extraordinary items and tax (543,753,318) (210,060,805) V. Exceptional Items - - VI. Profit before extraordinary items and tax (543,753,318) (210,060,805) VII. Extraordinary Items - - VIII. Profit before tax (543,753,318) (210,060,805) IX. Tax expense: (1) Current tax : Provision for tax - - Provision for wealth tax - - (2) Deferred tax (8,612,747) (10,072,568) (8,612,747) (10,072,568) IX. Profit/(Loss) for the period (535,140,571) (199,988,237) X. Earning per equity share: (1) Basic (21.14) (7.90) (2) Diluted (21.14) (7.90) Significant accounting policies and notes to accounts 1 & 2 The Notes referred to above and annexed thereto form an integral part of the Balance Sheet. As per our report of even date for & on Behalf of the Board of Directors for Ashok Jayesh & Associates Chartered Accountants Supriya Kanase Satish K. Singh FRN :100655W (CEO & Managing Director) (Whole Time Director) (DIN ) (DIN ) Jayesh D. Sangani Partner M. S. Kapur Deepak Sharma Avinash Godse Membership No (Director) (Director) (CFO & Company Secretary) Mumbai, 28 th May 2015 (DIN ) (DIN ) Mumbai, 28 th May 2015 Eleventh Annual Report 65

70 Figures as at the end of current reporting period Figures as at the end of previous reporting period (Amount in Lacs) (Amount in Lacs) A.Cash flow from operating activities Net profit before tax (5,437.53) (2,100.61) Adjustments for : (1) Depreciation and amortization expense (2)Interest expenses (3) Profit on sale of Investments/fixed assets - - (4)Interest received (8.47) (6.92) (5)Dividend received - (3.00) (6)Loss on sale of fixed assets sold / discarded 0.93 (4,630.96) - (1,284.97) Operating profit before working capital changes (4,630.96) (1,284.97) Movements in working capital : Decrease / (Increase) in trade receivable 1, (1,426.01) Decrease / (Increase) in loan, advances and other assets (276.10) (216.09) (Decrease) / Increase in trade and other payables (18.87) Net movement in working capital 1, (1,660.98) Cash generated from operations (3,053.05) (2,945.95) Prior period adjustment (Depreciation Adjustment) - - Less : Direct taxes paid (net of refunds) - - Net cash from operating activities (3,053.05) (2,945.95) B.Cash flows from investing activities (1) Interest received (2) Dividend received (3) (Purchase) / Sales of fixed assets (443.30) (534.01) Net cash from investing activities (434.83) (524.09) C. Cash flows from financing activities (1) Repayment of borrowings - Bank Overdraft - - (2) Proceeds of unsecured loans 3, , (3) Interest paid (13.76) (66.72) Net cash used in financing activities 3, , Net increase in cash and cash equivalents (A + B + C) (13.43) Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Components of cash and cash equivalents as at 31st March, st March, 2014 Cash on hand With banks - on current account on deposit account Total Notes : 66 1) The above cash flow statement has been prepared under the Indirect Method as set out in Accounting Standard - 3 Cash Flow Statement. 2) Figures in the brackets indicate outflow. As per our report of even date Cash Flow Statement for the year ended 31 St March, 2015 for & on Behalf of the Board of Directors for Ashok Jayesh & Associates Chartered Accountants Supriya Kanase Satish K. Singh FRN :100655W (CEO & Managing Director) (Whole Time Director) (DIN ) (DIN ) Jayesh D. Sangani Partner M. S. Kapur Deepak Sharma Avinash Godse Membership No (Director) (Director) (CFO & Company Secretary) Mumbai, 28 th May 2015 (DIN ) (DIN ) Mumbai, 28 th May 2015 Eleventh Annual Report

71 Statement of Significant Accounting Policies and Practices 1.01 Basis for preparation of Financial Statements 1.04 Fixed Assets The financial statements have been prepared under the historical cost convention ignoring, if any, purchasing power of money and on accounting principles of going concern. All income and expenditure having a material bearing on the financial statements are recognized on accrual basis. Pursuant to section 133 of the Companies Act 2013 read with rule 7 of the Companies (Accounts) Rules, 2014, till the standards of accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notifies under the Companies Act 1956 shall continue to apply. Consequently, these financial statements have been prepared to comply in all material aspects with the accounting standards notified under sections211(3c) of the Companies Act 1956 (Companies (Accounting Standard) Rules,2006, as amended ) and other relevant provisions of the Companies Act The Company s operating results continue to be materially affected by various factors such as increasing carriage cost, human resource cost etc. The Company has continuously implemented various measures such as improving operational efficiencies; renegotiation of contracts and other cost control measures to improve the Company s operating results and cash flows. In addition, the Company is in process of reviving the Channel along with modernizing 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. Accordingly, the Company s financial statements have been prepared on a going concern basis whereby the realization of assets and discharge of liabilities are expected to occur in the normal course of business Use of Estimates The preparation of financial statements in conformity with Accounting Standards requires management to make estimates and assumption that affect the reported amounts of assets and liabilities and disclosure relating to contingent liability at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period Revenue Recognition Advertisement revenue (net of agency commission) is recognized on accrual basis when respective advertisement or commercial appears on the channel/website/mobile app or as per the terms with advertising agencies. In respect of interest income, it is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable. Tangible Assets: Tangible assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses. Subsequent expenditures related to an item of fixed assets are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance. Losses arising from the retirement of and gains or losses arising from disposal of fixed assets which are carried at cost are recognised in the Statement of Profit andloss. Intangible Assets: Intangible assets are stated at acquisition cost, net of accumulated amortization and accumulated impairment losses, if any, Intangible assets are amortised on a straight line basis over their estimated useful lives. Gains or losses arising from the retirement or disposal proceeds and the carrying amount of the asset and recognised as income or expense in the Statement of Profit and Loss Depreciation Depreciation is provided on a Straight Line Method over the estimated useful life of assets. Effective 1st April, 2014, the Company depreciates its fixed assets over the useful life in the manner prescribed in Schedule II of the Act, as against the earlier practice of depreciating at the rates prescribed in Schedule XIV of thecompanies Act, Cost of Channel Development capitalised is amortised over a period of ten years. Cost of Media Assets capitalised is amortised over a period of ten years. Cost of Decoders are fully amortised in the year acquisition itself. Cost of Software capitalized is amortised over a period of three years Impairment of Asset The carrying amounts of assets are reviewed of each Balance Sheet date if there is any indication of impairment based on internal/external factors. An Asset isimpaired when the carrying amount of the asset exceeds the recoverable amount. An impairment loss is charged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. An impairment loss recognized in prior accounting periods is reserved if there has been change in the estimate of the recoverable amount. Eleventh Annual Report 67

72 1.07 Lease Lease payments are charged to Statement of Profit and Loss Account over the time period of the lease or other systematic basis more representative of the time pattern of the user s benefit Foreign Currency Transaction i. Initial Recognition Foreign Currency transactions are recorded in the reporting currency by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction. ii. Conversion Foreign Currency monetary items are reported using exchange rate prevailing as on 31st March or last working date near to the yearend date.non monetary items,which are carried in items of historical cost denominated in a foreign currency, are reported using exchange rate at the date of the transaction. iii. Exchange Differences Exchange differences arising on the settlement of monetary items or on reporting company s monetary items at rates different from those at which they were initially recorded during the yearor reported in the previous financial statement are recognized as income or expenses in the year in which they arise Investments Long term investments are stated at cost Employee Benefits Post Employment Benefits Plan: Payment to defined contribution of retirement benefit schemes is charged to Statement of Profit andloss when contributions to respective funds are due. For Defined benefit schemes, such as leave encashment and gratuity, it is provided on the basis of actuarial valuation taken at the end of each year. Other short - term employee benefits are charged to Statement of Profit and Loss on accrual basis Borrowing Cost Borrowing costs directly attributable to development of qualifying asset are capitalised till the date qualifying asset is ready for put to use for its intended purpose as part of cost of that asset. Other borrowing costs are recognised as expenses in the period in which they are incurred Taxes on Income Tax expense comprises both current and deferred taxes. Current 68 tax provision as per Income tax Act,1961,is made based on the tax liability computed after considering tax allowances and exemptions at the balance sheet date. Deferred income taxes reflect the impact of current year timing difference between taxable income and accounting income for the year and reversal of timing difference of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognized only to the extent that, there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. Deferred tax assets are recognized on carry forward of unabsorbed depreciation and tax losses only if there is virtual certainty that such deferred tax assets can be realized against future taxable profits. The carrying amount of deferred tax assets are reviewed at each balance sheet date and written down or written up,to reflect the amount that is reasonably/virtually certain,as the case may be, to be realized Earnings per Share Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period Provisions Contingent Liabilities and Contingent Assets Provisions: A provision is recognized when the company has a present obligation as a result of past event; it is probable that an outflow of resources will be required to settle the obligation,in respect of which a reliable estimate can be made.provisions are not discounted to its present value and are determined based onbest estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent Liabilities: Contingent Liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Contingent Assets: Contingent Assets are neither recognized nor disclosed in the Financial Statements. Eleventh Annual Report

73 Notes forming part of Balance Sheet as on 31 st March, Share Capital Particulars 31 st March, st March, 2014 (Year) (Year) (Amount in Rs.) (Amount in Rs.) Authorised 5,00,00,000 (previous year 5,00,00,000) Equity Share of Rs. 10/-each 500,000, ,000,000 Issued, Subscribed and Paid Up 2,53,14,000 (previous year 2,53,14,000) Equity Shares of Rs.10/- each fuly paidup 253,140, ,140,000 Total 253,140, ,140,000 Reconcilation of the number of shares outstanding : Particulars 31 st March, st March, 2014 Number Number Shares outstanding at the beginning of the year 25,314,000 25,314,000 Shares Issued during the year - - Shares bought back during the year - - Shares outstanding at the end of the year 25,314,000 25,314,000 Shares in the company held by each shareholder holding more than 5 percent : Particulars 31 st March, st March, 2014 No. of Shares Held / % of Holding No. of Shares Held / % of Holding HDIL Infraprojects Pvt.Ltd / / Shri Gautam Adhikari / / Shri Markand Adhikari / / Total / / Note: Post MIB approval for change in shareholding of the Company, Prosperity Agro India Limited (the Acquirer) has acquired 1,32,40,168 equity shares representing 52.30% of total equity share capital under Share Purchase Agreement (SPA), which has been transferred fully on Particulars Year (Aggregate No. of Shares) Agreegate number and class of shares alloted as Fully paid up pursuant to contract(s) without payment being received in cash Agreegate number and class of shares alloted as Fully paid up by way of bonus shares Agreegate number and class of Shares bought back Eleventh Annual Report 69

74 2.02 Reserve and Surplus Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) Securities Premium Account Opening Balance 1,112,573,086 1,112,573,086 Add : Securities premium credited on Share issue - - Less : Share issue expenses written off - - Closing Balance 1,100,558,865 1,112,573,086 Surplus Opening Balance (2,050,382,447) (1,850,394,211) Add : Net Profit/(Net Loss) For the current year (535,140,571) (199,988,237) Add/(Less) :Excess/(Short) Provision for taxation no longer required - - Less : Transferred to General Reserve - - Less : Transferred to Debenture Redemption Reserve - - Less : Depreciation Due to Companies Act, ,014,221 - Closing Balance (2,585,523,018) (2,050,382,448) Balance at the end of the year (1,484,964,153) (937,809,362) 2.03 Long Term Borrowings Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) Unsecured Loan : From Associate Company - Mi Marathi Media Ltd. - Interest Free Loan 1,536,804,505 1,180,517,214 Total 1,536,804,505 1,180,517, Long Term Provisions Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) Provision for employee benefits : Gratuity 5,992,855 6,388,115 Leave Encashment 7,103,604 8,687,026 Total 13,096,459 15,075, Trade Payable Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) Trade Payable 190,974, ,166,014 Total 190,974, ,166, Eleventh Annual Report

75 2.06 Other Current Liabilities Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) a) Advances from customers 4,045,088 2,053,957 b) Other liabilities i) TDS Payables 29,420,318 19,116,067 ii) Employees dues 7,199,126 7,462,158 iii) Service Tax Payable 1,293, ,072 iv) Custom Duty Payable 5,224,205 5,224,205 v) Interest on Custom Duty Payable 7,436,854 6,653,224 Total 54,619,197 40,937, Short Term Provisions Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) Provision for employee benefits : Bonus 3,964,744 3,121,894 3,964,744 3,121,894 Other Provisions : Provision for expenses 33,581,556 33,633,442 33,581,556 33,633,442 Total 37,546,300 36,755, Non Current Investments Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) Investment in Equity Instruments Unquoted - At Cost (In Associate Company) Live India Television Network Pvt Ltd 100, ,000 10,000 (previous year 10,000) Equity Share of Rs.10/-each Total 100, ,000 Note: As at the balance sheet date, the net worth of the above associate company is reduced. However the investment is strategic and long term in nature and having regard to the future business plan, the management perceives that diminution in value of investment is temporary. Hence no provision for diminution in value is considered necessary in respect of these investments. Eleventh Annual Report 71

76 2.08. Fixed Assets (Amount in Rs.) Particulars Cost Depreciation Net Block As at 01 st April 2014 Additions Adjustments As at 31 st March 2015 Upto 31 st March 2014 for the year Prior Period Adjustment on sale / Asset discarded As at 31 st March 2015 Upto 31st March 2015 Upto 31 st March 2014 Own assets : Tangible Assets: Plant and Machinery & Media Assets 508,647,842 36,855,518 7, ,511, ,904,260 45,982,619-2,333, ,220, ,291, ,743,581 Construction & Sets 74,658, ,511-75,518,453 33,775,557 7,113,848-15,707,867 56,597,272 18,921,181 40,883,385 Computers 21,417,712 8,210,930 1,257,661 30,886,303 21,196,313 1,327,084 68,786 22,592,183 8,294, ,399 Vehicles 12,676,180 7,677,392 (93,429) 20,260,143 3,467,108 2,296,006-1,108,388 6,871,502 13,388,641 9,209,072 Total (A) 617,400,676 53,603,351 1,172, ,176, ,343,238 56,719,557-19,218, ,281, ,895, ,057,438 Intangible Assets: Channel Development 226,994, ,994, ,729,804 22,699, ,429,244 24,565,142 47,264,582 Computer software 5,291,399 3,683,750-8,975,149 5,291, ,556-5,906,955 3,068,194 - Total (B) 232,285,785 3,683, ,969, ,021,203 23,314, ,336,199 27,633,336 47,264,582 Total (A) + (B) 849,686,461 57,287,101 1,172, ,145, ,364,441 80,034,553-19,218, ,617, ,528, ,322,020 Capital WIP ,957,045 27,983, ,983,990 27,983,990 Previous year Tangible Assets 602,750,086 14,650, ,400, ,300,734 50,457,045 2,585, ,343, ,057, ,057,438 Intangible Assets 232,143, , ,285, ,179,279 22,841, ,021,203 47,264,582 47,264,582 Capital WIP 2,333,018 40,941,035 2,333,018 40,941, ,941,035 40,941,035 Note: 1. Management has considered Media Assets representing equipment combined with software /Licenses /Rights as Plant and is classified with Plants, Machinery and Media Assets considering the nature of industry and assets acquired. 2. Capital Work In Progress includes amount paid towards Studio Equipements and Vehicles purchased for OB Van which is not ready for use as on Balance Sheet date. 3. The Company has revised the useful lives of fixed assets as specified in Schedule II of the Companies Act, As a result, the carrying value of Rs lacs Net off Deferred tax Rs.(59.38) lacs has been charged to Reserved and Surplus. 4. In view of decrease in carrying amount of Tangible Assets, Impairment loss of Rs.0.93 lacs is recognised. 72 Eleventh Annual Report

77 2.10 Deffered Tax Assets (Net) Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) Opening Balances (47,473,686) (37,401,118) Arising on account of timing differences (5,938,437) Liabilities Related to fixed assets 7,997,755 22,777,775 7,997,755 22,777,775 Assets Bonus payable 1,225, ,665 Provision for encashment of leave 2,195,014 2,684,291 Provision for bad & doubtful debts 140, ,098 3,560,217 3,789,054 4,437,537 18,988,721 Defered Tax Assets on account of B/f Losses 66,462,407 66,462,407 DTA as on 31-Mar-2014 (62,024,870) (47,473,686) DTA to be provided for the current year (8,612,747) (10,072,568) Total (62,024,870) (47,473,686) Note: Considering principle of prudence as enunciated in Accounting Standard 22 Accounting for taxes on Income Deferred tax Liablity / Assets for the current year have not been recognized on unabsorbed depreciation and carry forward business loss Long Term Loans and Advances Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) a. Capital Advances 8,082,891 21,144,751 b. Other loans and advances i) Service Tax set off receivables 115,224,961 86,356,256 ii) TDS Receivables 7,935,477 6,059,513 Total 131,243, ,560,520 Note: Capital Advance represents advance paid towards purchase of Studio Equipements. The Service Tax credit stated above is not expected to be realized within 12 months from the Balance Sheet Other Non-Current Assets Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) Unamortized Expenses - 47,861 Note: Unamortized Expenses are written off over a period of 5 years. Total - 47,861 Eleventh Annual Report 73

78 2.13 Current Investments Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) Investment in Equity Instruments Unquoted - At Cost Equity shares of Punjab & Maharashtra Co-op. Bank Limited 2,500,000 2,500,000 1,00,000 shares of Rs.25/- each (previous year 1,00,000) Total 2,500,000 2,500, Trade Receivable Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) Debts outstanding for a period exceeding six months Unsecured, considered good 15,878,423 73,253,445 Other debts Unsecured, considered good 19,243,860 75,420,451 Provision for Doubtful Debts - (453,391) Total 35,122, ,220, Cash And Cash Equivalents Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) a. Cash on hand 366, ,297 b. Balance with banks In Current accounts 3,985,341 1,112,275 c. Balance with banks towards share application money refundable - 45,000 d. Deposit with banks 9,320,464 6,233,235 e. Short Term deposit with Bank 470, ,310 Total 14,142,669 8,020, Short Term Loans and Advances Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) a. Trade Deposits with parties 6,583,717 8,873,717 b. Others : Prepaid expenses 17,488,633 7,209,165 Other receivable 317,437 85,928 Advances to Sundry Creditors 10,977,915 6,710,769 Total 35,367,702 22,879,580 Note: Non of the above advances are considerd to be doubtful of recovery 74 Eleventh Annual Report

79 2.17 Other Current Assets Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) a. Unamortized Expenses 47, ,100 b. Interest accrued on fixed deposits with Banks 2,156,097 4,429,605 Total 2,203,958 4,716, Revenue From Operation Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) Sale of Services 114,189, ,763,319 Total 114,189, ,763, Other Income Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) Interest received 846, ,331 Dividend received (From Co-operative Bank) - 300,000 Sundry Credit Balance w/back 5,621,679 2,185,999 Other non operating income 1,064, ,195 Miscellaneous Income (Prior period w/back) - 1,964,742 Total 7,532,881 6,100, Telecasting Expenses Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) Transponder Charges 20,903,051 17,583,332 Uplinking Charges 4,110,000 4,110,000 Link & Other Charges 8,485,133 4,804,478 Brodcasting License & Services 2,103,436 2,758,750 Total 35,601,620 29,256, Administrative Expenses Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) Electricity charges 7,957,950 7,097,302 Insurance charges 1,378, ,672 Other administrative expenses 9,910,112 6,255,697 Membership and subscription 1,449,754 1,211,027 Printing and stationery 1,040, ,506 Eleventh Annual Report 75

80 Security charges 1,252, ,067 Professional fees 5,028,762 4,124,213 Rent, rates and taxes 7,270,980 6,547,341 Repairs and maintenance to buildings 274, ,391 Repairs and maintenance to other assets 6,891,630 3,975,352 Communication expenses 5,485,316 3,889,673 Travelling and conveyance expenses 13,366,108 5,516,803 Directors remuneration and sitting fees 280, ,000 Remuneration to auditors 602, ,000 Total 62,795,578 41,186, Marketing Expenses Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) Advertisement and sales promotion expenses 1,273, ,829 Commission and brokerage 2,319,210 2,987,437 Total 3,592,837 3,679, Employee Benefits Expenses Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) Salaries and incentives 178,244, ,313,163 Contributions to - Providend and other fund 9,490,046 6,916,996 Staff welfare expenses 1,881,535 1,199,475 Total 189,615, ,429, Finance Cost Particulars 31 st March, st March, 2014 (Amount in Rs.) (Amount in Rs.) Other Interest 1,376,316 6,671,969 Bank Charges 27,441 44,250 Total 1,403,758 6,716, Eleventh Annual Report

81 2.25 Impairment of Assets The company is in the Broadcasting business and it owns substantial tangible and intangible assets. The Company has internally reviewed for impairment of assets at the Balance Sheet date and accordingly recognized an amount of Rs.93,429/- as impairment loss in the Statement of Profit and Loss Segment Reporting The company is operating in Single Primary Business Segment Broadcasting and accordingly, there is no separate reportable Segment Related Party Disclosure a. List of Related Parties & Relationship where control exists and with whom transactions are done in the financial year. Name of Related Party Mi Marathi Media Ltd Supriya Kanase Relationship Associate Company Key Managerial Personnel (CEO) b. Transactions with Related Parties Nature of Transaction Associate Company Remuneration to Key Managerial Personnel -- (--) Unsecured Loans received 3,93,274 (4,43,535) Unsecured Loan repaid 36,987 (91,202) Outstanding balance at the yearend included in Non-current liability under long term borrowing Note: Figures in parenthesis relates to previous year. 15,36,805 (11,80,517) Key Managerial Personnel 9,000 (9,000) -- (--) -- (--) -- (--) (Rupees in 000s) Total 9,000 (9,000) 3,93,274 (4,43,535) 36,987 (91,202) 15,36,805 (11,80,517) 2.28 Earnings per Share (Rupees in 000s) Particulars 31 st March, st March, 2014 Profit /(Loss) after Tax (5,35,141) (1,99,988) Number of Shares outstanding as at end of the year (Face Value Rs.10 Per Share ) Weighted average Number of shares outstanding during the year (Face Value Rs.10 Per Share) Basic Earning per Share (Rupees) (21.14) (7.90) Diluted Earning per Shares (Rupees) (21.14) (7.90) Eleventh Annual Report 77

82 2.29 The disclosure required under accounting standard 15 Employee Benefits are given below Defined Contribution Plan. Contributions to Defined contribution Plan recognized are charged off for the year are as under: (Rupees in 000s) Particulars 31 st March st March 2014 Employers Contribution to Provident Fund Defined Benefits Plan Employee s gratuity fund scheme managed by Life Insurance Corporation of India is defined benefit plan. The present value of obligations is determined based on actuarial valuation using projected unit credit method which recognises each period of service as giving rise to additional need of employee benefit entitlement and measures each unit separately to build up the final obligation.the obligation for leave encashment recognized in the same manner. (Rupees in 000s) Particulars Gratuity (Funded ) Leave Encashment (Unfunded ) A) Reconciliation of opening and closing balance of Defined Benefits Obligation Defined benefit obligation at beginning of the year 7,872 5,072 8,687 6,427 Current Service Cost 1,433 2,509 4,312 2,720 Interest Cost Actuarial (gain )/Loss (2,218) 710 (3,322) 972 Benefits Paid (170) (825) (3,268) (1,946) Defined Benefit Obligation at Year end 7,547 7,872 7,104 8,687 B) Reconciliation of opening and closing balance of fair value of plan assets Fair value of plan assets at the beginning of the year 1,484 2,174 Expected return on plan assets Actuarial (Gain ) / loss 121 (39) Employer Contribution Nil Nil Benefits Paid (170) (825) Fair value of Plan assets at the year end 1,554 1,484 C) Reconciliation of fair value of asset and obligation Fair value of plan assets as at 31 st March ,554 1,484 Present value of obligation as 31 st March ,547 7,872 Amount recognized in balance Sheet 5,993 6,388 D) Expenses recognized during the year (under head Employment cost) Current Service cost 1,433 2,509 4,312 2,720 Interest Cost Actuarial (gain)/loss (2,097) 710 (3,322) 972 Expected return on plan assets 119 (135) Adjustment for excess provision in earlier year 140 (--) Net Cost (225) 3,490 1,685 4, Eleventh Annual Report

83 2.30 Other Disclosures i. Contingent Liabilities a. The Company had imported certain equipments in earlier years at a concessional duty under various licenses pursuant to the Export Promotion Capital Goods ( EPCG ) scheme. The said licenses have since expired and the custom duty including interest / penalty thereon has become payable though not ascertained till now. However, the company has made adequate provision for custom duty saved earlier under above scheme. Further, the interest thereon is above provided on estimated basis which may vary upon determination of the final interestby the concern authority. b. The Company has maintained Fixed Deposits worth Rs. 92Lacs with the bank to meet the said liability arising on account of custom duty. As of March 31, 2015, the Fixed Deposit and interest accrued thereon amounts to Rs. 110Lacs (approx) and the company feels that the same is reasonably sufficient to meet such liability. c. The Company hasreceived legal notices from certain Creditors and other parties for an amount of Rs. 1,55,77,598/- payable to them. The Company may be liable for above amount including interest/ penalty amount/ other charges if ordered by the court. As informed to us, the Company is in the process of settling the cases with the respective creditors. The amount of interest / penalty / other charges cannot be quantified till the settlement of the cases. (Refer Note: 2.35) 2.31 Event occurring after the Balance Sheet Date To the best of knowledge of the management, there are no events occurring after the balance sheet date that provide additional information materially affecting the determination of the amount relating to the conditions existing at the balance sheet date that required adjustment to the assets or liabilities of the company Additional information to the extent applicable. Particulars (Rupees in 000s) Year Ended 31 st March 2015 Year Ended 31 st March 2014 (a) Value of imports calculated on C.I.F basis i) Raw Material - - ii) Capital Goods 26,374 6,542 (b ) Expenditure in foreign currency i) Traveling 2, ii) Others 8, (c) Payment to Auditors (Including Service Tax ) i) Audit Fees ii) Tax Audit Fees iii) Others Services Eleventh Annual Report 79

84 2.33 Details about the Micro, Small and Medium Enterprises In absence of information regarding vendors covered under the Micro, Small and Medium Enterprises Development Act, 2006, disclosure relating to amounts unpaid as at the year end together with interest paid / payable under this Act has not been given Debtors /Creditors /Advances Balances of Sundry Debtors, Sundry Creditors, and Loans & Advances receivable or payable are taken as per books and are subject to confirmation and reconciliation, if any Pending Legal cases against the company The company has received legal notices from 10 parties who being sundry creditors and other parties for an amount of Rs.1,55,77,598/- payable to them. Out of this an amount of Rs.48,63,510/- is already provided in the books of accounts. The company may be liable for interest / penal amount if any ordered by the court. As informed, the company is in the process of clearing the payments or in arriving at settlement with these parties Figures of previous year have been regrouped, rearranged and recast wherever considered necessary. As per our report of even date for & on behalf of the Board for Ashok Jayesh & Associates Supriya Kanase Satish K. Singh Chartered Accountants (CEO &Managing Director) (Whole Time Director) FRN :100655W (DIN ) (DIN ) Jayesh D. Sangani M. S. Kapur Deepak Sharma Avinash Godse Partner (Director) (Director) (CFO & Company Secretary) Membership No (DIN ) (DIN ) Mumbai, 28 th May, 2015 Mumbai, 28 th May, Eleventh Annual Report

85 Broadcast Initiatives Limited Regd. Off.: 101, Sumer Kendra Society, Pandurang Budhkar Marg, Near Doordarshan Kendra, Behind M & M Tower, Worli, Mumbai CIN: L92130MH2004PLC Tel: info@liveindia.tv Website: Attendance Slip Eleventh Annual General Meeting I/We hereby record my/our presence at the Eleventh Annual General Meeting of the Company at Seminar Room, Mayur Hall, All India Institute of Local Self Government, Sthanikraj Bhavan, C.D. Barifwala Marg, Andheri (W), Mumbai on Wednesday, September 30, 2015 at a.m. Name of Shareholder/Proxy: (IN BLOCK LETTERS) Signature of Shareholder/Proxy Folio No. Client ID* D.P. ID* No. of Shares: * (Applicable for shareholders holding shares in dematerialized form) & Eleventh Annual Report 81

86 & 82 Eleventh Annual Report

87 Broadcast Initiatives Limited Regd. Off.: 101, Sumer Kendra Society, Pandurang Budhkar Marg, Near Doordarshan Kendra, Behind M & M Tower, Worli, Mumbai CIN: L92130MH2004PLC Tel: info@liveindia.tv Website: Name of Member(s) Registered address id Folio No./ Client Id DP No. Proxy Form (Form No. MGT- 11) (Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management Administration) Rules, 2014) I/We, being the member(s) holding......equity Shares of Broadcast Initiatives Limited, hereby appoint: Name Address id Signature Or failing him Name Address id Signature Or failing him & Name Address id Signature as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Eleventh Annual General Meeting of the Company to be held on Wednesday, September 30, 2015 at a.m. at Seminar Room, Mayur Hall, All India Institute of Local Self Government, Sthanikraj Bhavan, C.D. Barifwala Marg, Andheri (W), Mumbai and at any adjournment thereof in respect of such resolutions as are indicated below: Eleventh Annual Report 83

88 I/we wish my/our above proxy to vote in the manner as indicated in the box below: Resolution Resolution For Against No. 1. To adopt the Financial Statements of the Company including the audited Balance Sheet as at March 31, 2015, the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon. 2. To ratify the appointment of M/s. Ashok Jayesh & Associates, Chartered Accountants (Firm Registration No W) as the Statutory Auditors of the Company to hold office upto the conclusion of the Thirteenth Annual General Meeting of the Company to be held for the financial year ended March 31, To consider and approve appointment of Ms. Supriya Vasant Kanase (DIN: ), as a Director of the Company. 4. To consider and approve appointment of Ms. Supriya Vasant Kanase (DIN: ), as a Managing Director of the Company for a period of 3 years. 5. To consider and approve appointment of Mr. Satish K Singh (DIN: ), as a Director of the Company. 6. To consider and approve appointment of Mr. Satish K Singh (DIN: ), as an Executive Director of the Company for a period of 3 years. 7. To consider and approve re-appointment of Mr. Deepak Ramchand Sharma (DIN: ), as an Independent Director of the Company to hold office for a period of 3 year upto the conclusion of the Fourteenth Annual General Meeting of the Company to be held for the financial year ended March 31, To consider and approve re-appointment of Mr. Manmohan Singh Kapur (DIN: ), as an Independent Director of the Company to hold office for a period of 3 year upto the conclusion of the Fourteenth Annual General Meeting of the Company to be held for the financial year ended March 31, To consider and approve appointment of Dr. Bharat Kumar Raut (DIN: ), as an Independent Director of the Company to hold office for a period of 3 year upto the conclusion of the Fourteenth Annual General Meeting of the Company to be held for the financial year ended March 31, To consider and approve appointment of Mr. Kumar Ketkar (DIN: ), as an Independent Director of the Company to hold office for a period of 3 year upto the conclusion of the Fourteenth Annual General Meeting of the Company to be held for the financial year ended March 31, To consider and approve the Preferential issue of Securities & Signed this..day of Signature of Shareholder Affix Revenue Stamp Signature of Proxy holder(s) Note: This form in order to be effective should be duly completed and deposited at the Registered Office of the Company at 101, Sumer Kendra Society, Pandurang Budhkar Marg, Near Doordarshan Kendra, Behind M & M Tower, Worli, Mumbai , not less than 48 hours before the commencement of the Meeting. 84 Eleventh Annual Report

89 Eleventh Annual Report

90 Eleventh Annual Report

91 - Team Live India - Mr. Satish K. Singh Group Editor-In-Chief Mr. Charan Srivastava Input Head Mr. Rajendraprasad Misra Output Head Mr. Sandeep Katyal Production Head Mr. Shibu Chacko Distribution Head Mrs. Bindu Dhawan Sales Head Mr. Navin Goel Chief Technical Officer Mr. Basant Jha Editor-Digital Operation

92 Regd. Office: 101, Sumer Kendra Society, Pandurang Budhkar Marg, Near Doordarshan Kendra, Behind Mahindra & Mahindra Tower, Worli, Mumbai CIN: L92130MH2004PLC Website: Tel.: Delhi Office: 1, Mandir Marg, Premnath Motors Complex, New Delhi Tel: Fax: / Corporate Office: 1st Floor, Vega Centre, A-Building, Shankarseth Road, Next to Income Tax Office, Swargate, Pune Tel.: