| Disclosure in board of directors report explanatory DIRECTORS’ REPORT
Dear Shareholders
Your Directors have pleasure in presenting the Thirty-Fourth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2016.
The Board of Directors of the Company is pleased to inform you that during the year Company has successfully installed commercial Earth station (Teleport) and obtained Teleport Operating License for from WPC Department of Ministry of Communication, Government of India. This has resulted into start another stream of revenue for the Company. Revenue from the teleport business has been started from last quarter of Financial Year 2015-16. Management is looking forward to develop and expand Teleport Business aggressively in future.
During the year Company has applied for license to operate DSNG Vans and entered into bandwidth agreement with Satellite Service Provider for DSNG hiring operations. Management expects to receive necessary regulatory approvals in the next financial year i. e. Financial Year 2016-17. Management of the Company envisage good prospect of DSNG hiring business and revenue for the Company in coming year.
1. FINANCIAL HIGHLIGHTS
FINANCIAL RESULTS & WORKING OF THE COMPANY (Rs. in Lakhs)
Particular Year Ended
31st March, 2016 31st March, 2015
Profit/(Loss)Before Tax (25.45) (82.55)
Less : Provision for Tax
1. Current tax NIL NIL
2. Short Provision of Tax 0.08 NIL
3. Deferred Tax 5.40 (23.95)
Profit/(Loss) After Tax (30.93) (58.60)
Add : Balance brought from previous year after making adjustments relating to Fixed Assets (652.29) (593.69)
Balance carried to Balance Sheet (683.22) (652.29)
2. DIVIDEND & RESERVE
In view of the loss incurred during the year under review, the Board of Directors do not recommend any dividend for the financial year ended 31st March, 2016. During the year under review, no amount was transferred to General Reserve.
3. PERFORMANCE REVIEW
The performance of the Company during the current year has not been up to the expectation due to high volatility in the market. Your Directors are making all efforts to improve the performance of the Company further in future.
4. SHARE CAPITAL
The paid up equity capital as on March 31, 2016 was Rs. 10 Crore. During the year under review, the Company has not issued shares with differential voting rights nor has granted stock options or sweat equity.
5. LISTING OF EQUITY SHARES
The Equity Shares of your Company are presently listed on Bombay Stock Exchange (BSE). Listing fees for the financial year 2015-16 have been paid to Stock Exchange. The Company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for the year 2015-2016.
6. FIXED DEPOSITS
During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
7. LOANS, GUARANTEES AND INVESTMENTS
Pursuant to Section 186(11) of the Companies Act, 2013 any acquisition made by a non-banking financial Company are exempted from disclosure in the Annual Report.
8. CORPORATE SOCIAL RESPONSIBILITY
The Company had not taken any initiatives on the activities of Corporate Social Responsibilities as the provisions relating to the same are not applicable to the Company.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year, Company could not find any suitable Woman Director to promote the Business of the Company, however the efforts are continue and very soon the Woman Director will be appointed.
In accordance with the provisions of the Act, Shri Prabhat Jain retires and is eligible for re-appointment. The Board recommends their appointment/re-appointment for the approval of the members.
10. BOARD EVALUATION
Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its committee.
The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Managing Director and Non Independent Director was carried out by the Independent Directors at their meeting without the attendance of Non-Independent Directors and members of the management. The Nomination & Remuneration Committee also reviewed the performance of the Board, its Committee and of the Directors. The Directors were satisfied with the evaluation results.
11. NUMBER OF MEETINGS OF THE BOARD
The details of the number of meetings of the Board held during the financial year 2015-16 forms part of Report on Corporate Governance.
12. NOMINATION & REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and other employees of the Company. This policy also lays down criteria for selection and appointment of Board Members. The policy is stated in the Report on Corporate Governance.
13. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a mechanism called “Whistle Blower Policy” for Directors and employees to report genuine concerns or grievances.
14. RISK MANAGEMENT POLICY
The Company has a Risk Management Policy in accordance with the provisions of the Act and Clause 49 of the Listing Agreement, which provides a mechanism for risk assessment and mitigation. At present the Company has not identified any element of risk which may threaten the existence of the Company.
15. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
Your Directors state that during the year an Internal Complaint Committee has been formed to review the cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and further state that, there were no cases reported in respect to above mentioned Act.
16. RELATED PARTIES TRANSACTION
All related party transactions that were entered into during the financial year were in the ordinary course of the business and were on arm’s length basis. There were no materially significant related party transactions entered by the company with Promoters, Directors, Key Managerial Personnel or other persons which may have potential conflict with interest of the company at large. The policy on Related Party transaction as approved by Board of Directors has been uploaded on the website of the Company.
Details of the transactions with Related Parties are provided in the accompanying financial statements.
17. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS
During the year, there are no significant and material order passed by the Regulators/Courts which would impact the going concern of the Company and its future operation.
18. DIRECTOR’S RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:
i) in the preparation of the annual accounts, the applicable accounting standards have been followed.
ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.
iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) the directors have prepared the annual accounts on a going concern basis.
v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
vi) the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
19. AUDITORS’ REPORT/SECRETARIAL AUDIT REPORT
The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
20. AUDITORS
• Statutory Auditors
Messers. K. U. Kothari & Co., Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.
The Company has received letter from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and they are not disqualified for re-appointment. The Board recommends the appointment of the auditors from conclusion of ensuing Annual General Meeting till the conclusion of next Annual General Meeting.
• Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Saurabh Srivastava & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2016. The Secretarial Audit Report is annexed herewith to this report.
21. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in form MGT-9 is annexed herewith to this Report.
22. FOREIGN EXCHANGE
During the period under review there was no foreign exchange earnings or out flow.
23. STATUTORY INFORMATION
The Company being basically in the media sector, requirement regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules is not applicable.
24. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. There are no employees who are in receipt of remuneration in excess of the limit specified under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
25. EMPLOYER EMPLOYEE RELATIONSHIP
The Company has maintained a cordial relationship with its employees, which resulted in smooth flow of business operations during the year under review.
26. CORPORATE GOVERNANCE MANAGEMENT DISCUSSION & ANALYSIS REPORTS
As per the Listing Agreement with the Stock Exchanges, the Company has implemented the Code on Corporate Governance. The Corporate Governance compliance certificate obtained from the Auditors of the Company is attached to Report on Corporate Governance.
The Management Discussion and Analysis Report and the Report on Corporate Governance are given in the annexure attached to this report. The Board members and Senior management personnel have confirmed compliance with the Code of conduct.
27. ACKNOWLEDGEMENTS
Your Directors acknowledge the support and owe a debt of gratitude to the Members, Investors, Consultants & Bankers. Your Directors’ also place on record their sense of appreciation for the valuable contribution made by the employees of the Company.
For Aastha Broadcasting Network Limited For Aastha Broadcasting Network Limited
Kishan Vir Sharma Siddhartha Ananta Bhargava
Chairman & Managing Director Director
DIN : 01202360 DIN : 02465853
Plavce : Haridwar
Date : 30th May 2016
REPORT ON CORPORATE GOVERNANCE
The Company’s shares are listed in Bombay Stock Exchange. Accordingly, the Corporate Governance Report for the year 2015-2016, has been prepared as per the guidelines issued by SEBI and incorporated in Clause 49 of the Equity Listing Agreement:-
Para 1. CORPORATE GOVERNANCE PHILOSOPHY
Effective Corporate Governance is how an organization is managed, which includes its culture, structure, policies and manner in which it deals with its stakeholders and not just mere compliance. It also relates to processes and systems that direct the resources of the organization and strategies of the management for maximizing the wealth of the stakeholders. Your Company firmly believes that such practices are founded upon the core values of transparency, accountability, independence, responsibility and fairness.
Your Company makes best endeavor to implement these core values in all facets of its operations. The Company continues to follow procedures and practices in conformity with the Code of Corporate Governance enshrined in the Listing Agreement.
Para 2. BOARD OF DIRECTORS
(i) Composition of the Board:
The Composition of the Board of Directors of the Company consists of qualified executive and non-executive Directors. The Board comprises of persons who have excelled in their respective areas and have good standing.
The composition of the Board of Directors as on 31st March 2016 is given below:-
Name of the Director & Designation Category No. of positions held in other Public Companies*
Directorship Committee
Chairmanship Membership
Shri Kishan Vir Sharma Executive NIL NIL NIL
Shri Santosh Kumar Jain Non Executive & Independent 3 NIL 3
Shri Hiren H. Doshi Executive NIL NIL NIL
Shri Prabhat Kumar Jain Non Executive & Independent 1 NIL NIL
Shri Siddhartha Ananta Bhargava Non Executive & Independent NIL NIL NIL
(*) Excluding directorship held in private limited/foreign companies and Companies registered under Section 8 of Companies Act, 2013.
(ii) The attendance of the Directors at the Board meetings and the last AGM held are given below:
Name of the Director No. of Meetings Attendance at last AGM held on 30/09/2015
Held Attended
Shri Kishan Vir Sharma-
Managing Director 6 6 Yes
Shri Santosh Kumar Jain 6 6 Yes
Shri Prabhat Kumar Jain 6 6 Yes
Shri Hiren Harshad Doshi 6 6 No
Shri Siddhartha Ananta Bhargava 6 6 Yes
Information of the Directors to be appointed/re-appointed at the ensuing Annual General Meeting pursuant to revised Clause 49 of the Listing Agreement:
Name of the Director Shri Prabhat Jain
DIN 00200043
Date of Birth
12/06/1975
Date of Appointment
01/07/1999
Qualification
B.Com
Expertise in specific
functional area Shri Prabhat Jain is having a vast experience in corporate matters.
Directorship of other
companies (*) --
Chairman/Membership in
the Committees (**) NIL
Shareholding in Equity
Shares of the Company
and % of holding NIL
(*) Excluding directorship held in private limited/foreign companies and Companies registered under Section 8 of Companies Act, 2013.
(**) Audit Committee & Stakeholders Relationship Committee are considered.
(iii) Directors’ membership in board/committees of other companies:
As per the Listing Agreement, no director can be a Member in more than 10 (ten) committees or act as chairman of more than 5(five) committees across all companies in which he is a Director. In terms of the Listing Agreement, none of the directors of your Company were Members in more than 10 (ten) (ten) committees nor acted as chairman of more than 5 (five) committees across all companies in which they were Directors. Details of other directorships/committee membership/chairmanship held by them are given in Para 2(i) above.
(iv) Number of Board meetings held, dates on which held:
As per the Listing Agreement, the Board of Directors must meet at least four times a year, with a maximum time gap of one hundred and twenty days between any two meetings.
During the financial year 2015-16, Board met 6 (Six) times on 30/05/2015, 14/06/2015, 12/08/2015, 20/10/2015, 14/11/2015 and 10/02/2016. The gap between any two Board Meetings did not exceed one hundred and twenty days.
(v) Familiarisation Programme for Directors
The Company familiarizes its Independent Directors with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through program.
(vi) Independent Directors’ Meeting:
During the year under review, a separate meeting of Independent Directors of the Company, without the attendance of Non-Independent Directors and members of the Management, was held on 10th December, 2015, as required under Companies Act, 2013 and Listing Agreement. All Independent Directors were present at the meeting to review the performance of Non-Independent Directors and the Board as a whole, 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 and discuss matters pertaining to the Company’s affairs and functioning of the Board and presented their views to the Managing Director for appropriate action.
Para 3. AUDIT COMMITTEE
(i) Brief description of the terms of reference:
The terms of reference of the Audit Committee cover the matters specified under revised Clause 49 of the Listing Agreement with Stock Exchanges and provisions of Section 177 of the Companies Act, 2013 read with The Companies (Meetings of Board and its Powers) Rules, 2014.
The Audit Committee reviews, acts & reports to the Board of Directors with respect to:
a) the appointment of Statutory Auditors of the Company,
b) provide Board with additional assurance as to reliability of financial information and statutory financial statements and as to the adequacy of internal accounting and control systems,
c) it acts as a link between the management, statutory auditors and the Board of Directors,
d) Company’s compliance with the legal and statutory requirements.
(ii) Composition and Name of members:
The Audit Committee, presently, consists of 4 (four) Members. The following directors are the present Members of the Committee:
Name of the Members Designation Nature of Membership
Shri Santosh Kumar Jain Chairman Independent & Non Executive
Shri Prabhat Kumar Jain Member Independent & Non Executive
Shri Hiren Harshad Doshi Member Executive
Shri Siddhartha Ananta Bhargava Member Independent & Non Executive
All the Members of the Audit Committee are financially literate and Shri Santosh Kumar Jain, Chairman possesses financial /accounting expertise.
(iii) Meetings held and attendance during the year :
During the financial year 2015-16, the Audit Committee met 4 (Four) times on 30/05/2015, 12/08/2015, 14/11/2015 and 10/02/2016.
Sr. No. Members of Audit Committee No. of meetings held No. of Meetings attended
1. Shri Santosh Kumar Jain 4 4
2. Shri Prabhat Kumar Jain 4 4
3. Shri Hiren Harshad Doshi 4 2
4. Shri Siddhartha Ananta Bhargava 4 4
Para 4. NOMINATION AND REMUNERATION COMMITTEE
Brief description of the terms of reference:
The Board has constituted Nomination & Remuneration Committee. The terms of reference of the Nomination & Remuneration Committee cover the matters specified under revised Clause 49 of the Listing Agreement with Stock Exchanges and provisions of Section 178 of the Companies Act, 2013 read with The Companies (Meetings of Board and its Powers) Rules, 2014.
The Company has adopted a Remuneration Policy for its Directors, Key Managerial Personnel and other employees. This Policy has also laid down the criteria for determining qualifications, positive attributes, independence of Director and Board diversity and criteria for evaluation of Board and individual Directors.
(i) Composition and Name of members :
The Nomination & Remuneration Committee, presently, comprises of 3 (Three) Non-Executive Director, The following directors are the present Members of the Committee.
Name of the Members
Designation Nature of Membership
Shri Santosh Kumar Jain Chairman Independent & Non Executive
Shri Prabhat Kumar Jain Member Independent & Non Executive
Shri Siddhartha Ananta Bhargava Member Independent & Non Executive
(ii) Meetings held and attendance during the year:
During the financial year 2015-16, the Nomination & Remuneration Committee met on 10/10/2015.
Name of the Members
No. of meetings held No. of meetings attended
Shri Santosh Kumar Jain 1 1
Shri Prabhat Kumar Jain 1 1
Shri Siddhartha Ananta Bhargava 1 1
(iii) The details of remuneration/sitting fee paid to directors:
No remuneration/sitting fee has been paid to any director during the year.
(iv) Criteria for selection and appointment of Directors and Remuneration Policy:
Preamble
• The remuneration policy provides a framework for remuneration paid to the members of the Board of Directors (Board) and for Key Managerial Personnel (KMP) and other employees. The expression KMP shall have the same meaning as defined under Companies Act, 2013. This policy also provides a framework for identification of persons who are qualified to become directors and who may be appointed as senior management for recommendation of their appointment to the Board.
• This policy has been framed by the Nomination and Remuneration Committee of the Board of Directors and based on its recommendation, approved by the board of directors of the Company.
• The policy may be reviewed by the Nomination and Remuneration Committee of the Board of Directors.
Criteria for determining qualification
The Board may expects qualified directors to have ample experience and the highest level of personal and professional ethics, integrity and values. The Board shall also consider whether each director possesses the following:
• The highest level of personal and professional ethics, reputation, integrity and values;
• A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.
• The ability to exercise objectivity and independence in making informed business decisions;
• The willingness and commitment to devote extensive time necessary to fulfill his/her duties;
• The ability to communicate effectively and collaborate with other board members to contribute effectively to the diversity of perspectives that enhances Board and Committee deliberations, including a willingness to listen and respect the views of others;
• The skills, knowledge and expertise relevant to the Company’s business.
Independence Review Criteria
Determination of director independence will be made by the Board for each director on an annual basis upon the recommendation of the Committee. Independent directors have three key roles, namely, governance, control and guidance. Some of the performance indicators, based on which the independent directors shall be evaluated are:-
• Independence from management.
• Independence from Promoter Group.
• No substantial shareholding.
• Ability to contribute to and monitor our corporate governance practices.
• Ability to contribute by introducing international best practices to address top management issues.
• Active participation in long term strategic planning.
• Commitment to the fulfilment of a director obligations and fiduciary responsibilities - this include participation and attendance.
• Other significant relationship which may cause a conflict of interest.
Principles of Remuneration
Company considers that the remuneration system is a key element in creating value. It thus has an advanced remuneration scheme based on the reciprocity of value for employees and for the Company in line with the interests of shareholders. The Company’s remuneration system is informed by the following principles:
• Long-term value creation.
• Remunerate achievement of results on the basis of prudent, responsible risk bearing.
• Attract and retain the best professionals.
• Reward the level of responsibility and professional path.
• Ensure equity in the Company and competitiveness outside it.
• Ensure transparency in its remuneration policy
Remuneration to Non-Executive Directors
Non Executive directors may be paid remuneration by way of sitting fees and reimbursement of expenses for participation in the Board and other meetings and such other payments as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Remuneration to Non-Executive Directors
At the time of appointment or re-appointment, the Managing Director shall be paid such remuneration as may be mutually agreed between the Company and the Managing Director within the overall limits prescribed under the Companies Act, 2013. The remuneration shall be subject to the approval of the Members of the Company in General Meeting.
Remuneration to other Key Managerial Personnel excluding Executive Director & other employees
Other Key Managerial Personnel excluding Executive Director and other employees shall be paid such remuneration as per term and condition of appointment letter/contract within the range approved by and ratified by the Remuneration Committee. Annual increments effective 1st April each year, as recommended by the Remuneration Committee, shall be approved by the Board.
Evaluation of Individual Directors & Board
The Independent Directors shall have a separate meeting during the year. All Independent Directors shall strive to be present at the meeting. The meeting shall review the performance of Non-Independent Directors and the Board as a whole. The meeting shall also review the performance of the Chairman, if any of the Company, taking into account the views of the Executive Directors and the Non-Executive Directors.
The performance evaluation of the Independent Directors shall be done by the entire Board, excluding the Director being evaluated. The performance evaluation of the Independent Directors and the Board as a whole shall be in the context of the Company’s performance and governance perspective.
Criteria for Performance Evaluation are as under:
For Board-
• degree of fulfillment of key responsibilities
• Composition
• Committees of Board
• Board & Committee Meetings
• Team work
• understanding the role
• effectiveness and quality of decision making
For Directors-
• attendance at the meeting
• participation and contribution
• responsibility towards Stakeholders
• compliance and governance
• maintaining confidentiality
In addition to the above Managing Director also being evaluated on –
• leadership
• relationships
• communication
• conduct of meeting
• utilization of resources
Committee-
• degree of fulfillment of key responsibilities
• adequacy of Committee composition
• relationship
• communication
• understanding of regulatory environment
• interaction with the Board
Para 5. STAKEHOLDERS RELATIONSHIP COMMITTEE
Brief description of the terms of reference:
The Board has constituted Stakeholders Relationship Committee in accordance with provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement. The terms of reference of Shareholders’/ Investors’ Grievance Committee was conferred on the Stakeholders Relationship Committee and consequently the Shareholders’/ Investors’ Grievance Committee was dissolved. The board of Directors of the Company has delegated the authority to approve transfer of shares to Stakeholders Relationship Committee of the Company. The committee deals with the various matters relating to:
a. Transfer of shares
b. Transmission of shares
c. Issuance of duplicate share certificates.
d. Shareholders’ queries/complaints and its redressal as and when received
e. Dematerialisation/Rematerialisation of shares
f. Monitors expeditious redressal of investors’ grievances.
g. Such other matters resulting from statutory amendments/modifications from time to time.
The Company has adopted the Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations. The Code lays down guidelines for procedures to be followed and disclosures to be made while dealing with the shares of the Company by the directors and designated employees. Shri Kishan Vir Sharma, Chairman & Managing Director (CMD) has been appointed as the Compliance Officer for the implementation of and overseeing compliance with the Regulations and the Code across the Company.
The Company has also adopted the Code of Corporate Disclosure Practices for ensuring timely and adequate disclosure of Price Sensitive Information, as required under the Regulations.
(i) Composition and name of the Chairman:
The Committee comprises of the following persons:
Name of the Members
Designation Nature of Membership
Shri Santosh Kumar Jain Chairman Independent & Non Executive
Shri Prabhat Kumar Jain Member Independent & Non Executive
Shri Hiren Harshad Doshi Member Executive
Shri Siddhartha Ananta Bhargava Member Independent & Non Executive
During the financial year 2015-16, no Share Transfer and Investors Grievance Committee meeting was held.
(ii) Name and designation of Compliance Officer:
As per the requirements of the Listing Agreement, Shri Siddhartha Ananta Bhargava, Director acts as the Compliance Officer.
(iii) to (iv) Details of the shareholders’ complaints received and resolved during the year 2015-16:
No. of complaints received No. of complaints resolved Pending
Nil Nil Nil
There have been no material grievances raised during the year. As on 31st March 2016, there were no pending complaints.
Para 6. GENERAL BODY MEETINGS
(i) Location and Time of last three Annual General Meeting (AGM):
The location and time of the last three AGMs are as follows:
Year Date Location Time
2014-15 30/09/2015 Mezzanine Floor, Unit No.213, Morya Landmark-I, Off Andheri Link Road, Oshiwara, Andheri (West), Mumbai 400053 9.30 A.M.
2013-14 30/07/2014 Mezzanine Floor, Unit No.213, Morya Landmark-I, Off Andheri Link Road, Oshiwara, Andheri (West), Mumbai 400053 9.00 A.M.
2012-13 30/09/2013 402 Morya Estate, Andheri, Link Road, Andheri West, Mumbai 400053 10.30 A.M.
(ii-a) Details of special resolutions passed in the previous three AGMs:
No special resolution has been passed in the previous three AGMs.
(ii-b) Details of special resolutions passed in the previous three EGMs:
No special resolution has been passed in the previous three EGMs.
(iii) to (iv) Special resolution passed during the financial year 2015-16 through the Postal ballot:
No special resolution was passed through postal ballot in the financial year 2015-16.
(v) to (vi) Postal ballot during the current year:
For the financial year 2015-16, if resolutions are to be conducted through the Postal Ballot procedure, those will be taken up at the appropriate time.
Para 7. DISCLOSURES
(i) Disclosure of materially significant related party transactions:
During the financial year 2015-16, the Company had not entered into any materially significant transaction with any related party that may have potential conflict with the interests of the Company at large. The transactions with related parties, in normal course of business, have been disclosed separately in the Notes on Accounts.
(ii) Details of non-compliance by the company:
The Company has complied with almost all the requirements of the Listing Agreement with Stock Exchange as well as the Regulations and Guidelines prescribed by Securities and Exchange Board of India (SEBI).
(iii) Whistle Blower Policy:
The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
(iv) Details of compliance with the mandatory requirements:
Your Company has complied with all the mandatory requirements of the revised Clause 49 of the Listing Agreement. The details of these compliances have been given in the relevant sections of this Report.
Para 8. MEANS OF COMMUNICATION
(i) Quarterly results:
The Quarterly and Annual Results of the Company are communicated immediately to the stock exchanges upon conclusion of the Board Meeting convened to consider the same.
(ii) Newspapers wherein results are normally published:
The Financial Results of the Company are published in “Free Press” and in “Navshakti” daily newspapers.
(iii) to (v) Any website, where displayed:
The website of the Company is under maintenance
Para 9. GENERAL SHAREHOLDER INFORMATION
(i) AGM: Date, time and venue:
The forthcoming Annual General Meeting of the Company will be held as given below:
Date & Time 30th September 2016 at 10.00 a.m.
Venue
Mezzanine Floor, Unit No.213, Morya Landmark-I, Off Andheri Link Road, Oshiwara, Andheri (West), Mumbai 400053
(ii) Financial year:
Financial Year is 1st April 2016 to 31st March 2017 and the quarterly results will be declared as per the following schedule.
Tentative schedule
Financial Results for the quarter ending June 30, 2016 Second week of August 2016
Financial Results for the quarter ending September 30, 2016 Second week of November 2016
Financial Results for the quarter ending December 31, 2016 Second week of February 2017
Financial Results for the year ending March 31, 2017 End of May 2017
AGM for the year ending March 31, 2017 Mid of September 2017
(iii) Date of Book closure:
The Company’s Register of Members and Share Transfer Books will remain closed from 24th September 2016 to 30th September 2016 (both days inclusive).
(iv) Dividend Payment Date:
No dividend has been recommended by the Board for the year under review.
(v) Listing on Stock Exchanges:
Your Company’s shares are listed on the following stock exchanges as on 31st March, 2016. Listing fees for the financial year 2015-16 have been paid to Stock Exchanges.
Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers, Dalal Street,
Mumbai 400 001.
(vi) Stock Code:
BSE : 503673, ISIN Number in NSDL and CDSL : INE199B01010
(vii) to (viii) Market Price Data: High, Low during each month in the last financial year:
The trading in the equity share of the Company has been suspended by the BSE therefore high/Low of market price of the Company equity Shares is not available.
(ix) Registrar and Transfer Agents:
The Board has delegated the work of processing of share transfers to Maheshwari Datamatics Private Limited, Registrar and Share Transfer Agents. Their complete address is as follows:
Maheshwari Datamatics Private Limited
6, Mangoe Lane, 2nd Floor, Kolkata - 700 001.
Tel No: (033) 2243-5029 / 5809
Fax No: (033) 2248-4787
Email: mdpldc@yahoo.com
(x) Share Transfer System:
The transfer of shares in physical form is processed and completed by Maheshwari Datamatics Private Limited within the statutory time period. In case where shares are held in electronic form, the transfers are processed by NSDL/CDSL through the Depository Participants and Registrars.
(xi) Distribution of Shareholding:
The distribution of shareholding as on 31st March 2016, pursuant to Clause 35 of the Listing Agreement is as under:
A. Shareholding Pattern of Equity Shares as on 31st March 2016.
Categories No. of Shares held % of Shareholding
A Promoter and Promoter Group
1. Indian
a) Bodies Corporate
49000000
49
Sub-total (A1) 49000000 49
2. Foreign NIL NIL
Sub-total (A2) NIL NIL
Total Shareholding of Promoter and Promoter Group A=(A)(1)+(A)(2)
49000000
49
B Public Shareholding
Financial Institutions/Banks
1000 0.001
Sub-total (B1) 1000 0.001
2. Non-Institutions
a) Bodies Corporate
b) Individuals
c) Other
- Clearing Member
- Non-Resident Individual
- Trust
33903031
17052360
17600
11009
15000
33.903
17.0523
0.0176
0.011
0.015
Sub-total (B2) 50999000 50.999
Total Public Shareholding B = (B)(1)+(B)(2) 51000000 51.00
GRAND TOTAL (A) + (B) 100000000 100
Dematerialization of shares and liquidity:
The shares of the Company are in dematerialized segment and are available for trading in depository system of both National Securities Depository Limited and Central Depository Services (India) Limited. As on 31st March, 2016, 99.815% of the paid up share capital has been dematerialized. Trading in equity shares of the Company at the Stock Exchange is permitted compulsorily in demat mode.
(xiii) Outstanding GDRs/ADRs/Warrants or any Convertible instruments:
As of 31st March 2016, there are no outstanding GDRs/ADRs/Warrants or convertible instruments which are likely to have an impact on the Equity Shares.
(xiv) Plant Locations:
The Company does not have any plant.
(xv) Address for correspondence:
Investors’ correspondence may be addressed to:-
1. Aastha Broadcasting Network Limited
Mezzanine Floor, Unit No.213, Morya Landmark-I, Off Andheri Link Road, Oshiwara, Andheri (West), Mumbai 400053
Ph No. (022) 40233051-56
Fax No. (022) 40233055
CIN: L67120MH1981PLC025111
2. Maheshwari Datamatics Private Limited
6, Mangoe Lane, 2nd Floor,
Kolkata - 700 001
Ph No. (033) 2243-5024/5809
Fax No. (033) 2248-4787
Email: mdpl@cal.vsnl.net.in /mdpldc@yahoo.com
(xvi) E-mail ID of the grievance redressal division / compliance officer exclusively for the purpose of registering complaints by investors: aasthatv@aasthatv.com
MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:
The Management’s Discussion and Analysis Report forms part of the Director’s Report.
CODE OF CONDUCT:
The Company has adopted a Code of Conduct for its Directors and Senior Management Personnel .The Directors and Senior Management Personnel have affirmed the compliance with the same for the financial year 2015-16. A declaration to this effect is given elsewhere in this Annual Report.
RISK MANAGEMENT POLICY:
The Company has formulated a comprehensive Risk Management Policy to reduce the inherent risk associated with the business activities of the Company.
ANNUAL DECLARATION BY MANAGING DIRECTOR ON CODE OF CONDUCT PURSUANT TO CLAUSE 49(I)(D) OF THE LISTING AGREEMENT
I, Kishan Vir Sharma, Chairman & Managing Director (CMD) of Aastha Broadcasting Network Limited having its Registered Office at Mezzanine Floor, Unit No.213, Morya Landmark-I, Off Andheri Link Road, Oshiwara, Andheri (West), Mumbai 400053 hereby declare that the Company has formulated a Code of Conduct for its Directors and Senior Management Personnel and that all Board Members and Senior Management Personnel have affirmed the compliance of the Code for the financial year 2014-15.
For Aastha Broadcasting Network Limited For Aastha Broadcasting Network Limited
Kishan Vir Sharma Siddhartha Ananta Bhargava
Chairman & Managing Director Director
DIN : 01202360 DIN : 02465853
Plavce : Haridwar
Date : 30th May 2016
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