11Thannual REPORT

ANNUAL 11th REPORT From the CEO and MD’s Desk

Dear Shareholders

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

Day : Wednesday Date : 30th September, 2015 Time : 11.30 A.M.

Corporate Informati on

Noti ce

Report of the Director’s

Corporate Governance Report

Management Discussion and Analysis

Independent Auditor’s Report

Balance Sheet

Statement of Proﬁ t and Loss

Cash Flow Statement

Notes to Accounts

Att endance Slip & Proxy Form

Venue: Seminar Room, Mayur Hall, All India Insti tute of Local Self Government, Sthanikraj Bhavan, C.D. Barifwala Marg, Andheri (W), Mumbai - 400058.

Eleventh Annual Report Corporate Informati on (As on August 14, 2015)

Board of Directors CIN

L92130MH2004PLC144371 Chief Executi ve Offi cer and Managing Director Registered Offi ce Supriya Kanase 101, Sumer Kendra Society, Pandurang Budhkar Executi ve Director and Group Editor-in-Chief Marg, Near Doordarshan Kendra, Behind Mahindra & Mahindra Tower, Worli, Mumbai- 400013 Sati sh K Singh Corporate Offi ce: Independent Directors 1st Floor, Vega Centre, A-Building, Manmohan Singh Kapur Shankarseth Road, Next to Income Tax Offi ce, Deepak Sharma Swargate, Pune- 411 037 Dr. Bharat Kumar Raut Kumar Ketkar News Center:

Chief Financial Oﬃ cer and Company Secretary 1, Mandir Marg, Premnath Motors Complex, Avinash Godse New Delhi-110 001

Auditors Contact Info:

M/s. Ashok Jayesh & Associates Tel.: +91 (022) 61709777 Chartered Accountants, Mumbai E-mail: [email protected] Website: www.liveindia.in Bankers /liveindia.news Axis Bank /mimarathinews State Bank of India / mimarathilive IDBI Bank @liveindia_news Bank of Maharashtra @mimarathinews

Eleventh Annual Report Notice Notice is hereby given that the Eleventh Annual General Meeting of the members of Broadcast Initiatives Limited will be held on Wednesday the 30th 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- 400 058 at 11.30 a.m. to transact the following business:

Ordinary Business: received a notice in writing under Section 160 of the Companies Act, 2013, from a Member proposing candidature of Ms. Supriya Item No. 1: Adoption of Financial Statements Kanase for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.” To receive, consider and adopt the Financial Statements of the Company including the audited Balance Sheet as at March 31, Item No. 4: Appointment of Ms. Supriya Kanase as a Managing 2015, the Statement of Profit and Loss for the year ended on Director of the Company that date and the reports of the Board of Directors and Auditors thereon. To consider and if thought fit to pass the following resolution as a Special Resolution: Item No. 2: Ratification of the appointment of Statutory Auditors of the Company “RESOLVED THAT pursuant to the provisions of Section 196 read with Section 197, Section 203, Schedule V, the Companies To consider and if thought fit to pass the following resolution as (Appointment and Remuneration of Managerial Personnel) an Ordinary Resolution: Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, and the Articles of Association of the “RESOLVED THAT pursuant to the provisions of Section 139 Company, the consent of the members be and is hereby read with Section 142, the Companies (Audit and Auditors) accorded for the appointment of Ms. Supriya Vasant Kanase Rules, 2014 and other applicable provisions, if any, of the as a Managing Director of the Company with effect from May Companies Act, 2013, pursuant to the recommendation of the 28, 2015, for a period of 3 years, on terms and conditions as Audit Committee of the Board of Directors and pursuant to the mentioned below: resolution passed by the members at the Annual General Meeting held on September 30, 2014, the appointment of M/s. Ashok I. Basic Salary Jayesh & Associates, Chartered Accountants, (Firm Registration No. 100655W) as the Statutory Auditors of the Company to In the range of Rs. 3,00,000 to Rs. 6,00,000 per month. hold office till the conclusion of the Thirteenth Annual General Meeting to be held for the financial year ended March 31, 2017 II. Allowances be and is hereby ratified and that the Board of Directors of the Company be and is hereby authorised to fix the remuneration Allowances in the nature of City Compensatory Allowance, House payable to the Auditors for the financial year ending March 31, Rent Allowance, Medical Allowance, Education Allowance, Leave 2016 as may be determine by Audit Committee in consultation Travel Allowance, or such other allowance, by whatever name with the Statutory Auditors and that such remuneration may be called calculated as a percentage of Basic Salary or fixed amount, paid on progressive billing basis as may be agreed upon between as decided by the Board of Directors from time to time. the Auditors and the Board of Directors.” III. Perquisites and other benefits Special Business: a. Company’s contribution to provident fund: As per the rules Item No. 3: Appointment of Ms. Supriya Kanase as a Director of the Company. of the Company b. Gratuity: As per the rules of the Company. c. Earned / privileged leave: As per the rules of the Company. To consider and if thought fit to pass the following resolution as d. Encashment of leave: As per the rules of the Company. an Ordinary Resolution: e. Company car: The Company will provide to the Executive Director, a Company owned car with a driver, for all her “RESOLVED THAT pursuant to the provisions of Section 149, official needs. Section 152 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable If the Executive Director chooses not to use the Company vehicle, provisions, if any, of the Companies Act, 2013 Ms. Supriya Vasant then she will be entitled to a vehicle allowance as decided by the Kanase (DIN: 03543531), who was appointed as an Additional Board of Directors from time to time. Director of the Company by the Board of Directors with effect from May 28, 2015 and who holds office until the date of f. Telephone: The Company shall provide Cellular Phones with this Annual General Meeting, in terms of Section 161 of the roaming facility and reimburse all charges pertaining to the Companies Act, 2013, and in respect of whom the Company has same. Eleventh Annual Report 1 g. Books and Periodicals: The Executive Director shall be exercise the following powers: entitled to reimbursement of cost of books and periodicals a) Subject to the superintendence, control and direction of the subject to a ceiling as decided by the Board of Directors from Board of Directors of the Company, Ms. Supriya Kanase time to time. so long as she holds the position of the Managing Director of h. Other Privileges: Such other privileges, facilities, perquisites the Company shall have the general authority for conduct and amenities as may be applicable from time to time to the and management of the whole of business and affairs of Executives of the Company. the Company except in the matters which may be specifically required to be done by the Board either pursuant to the Explanation: Companies Act, 2013, or by the Articles of Association of the Perquisites shall be evaluated as per the Income-Tax Rules, Company. wherever applicable. In the absence of any such Rule, perquisites shall be evaluated at actual cost. b) Ms. Supriya Kanase, Managing Director shall exercise and perform such powers and duties as the Board of Directors of RESOLVED FURTHER THAT the Board of Directors based on the the Company may from time to time determine and shall also recommendation of Nomination and Remuneration Committee, do and perform all other acts and things which in the ordinary be authorized in its absolute discretion and from time to time, course of business she may consider necessary or proper or to fix within the range stated above, the salary payable to the in the interest of the Company and in particular but without Executive Director. in any way restricting the general powers and authorities hereinbefore conferred upon, Ms. Supriya Kanase, Managing RESOLVED FURTHER THAT Ms. Supriya Kanase be designated Director shall in particular have the following powers on as ‘Managing Director and Chief Executive Officer’ or such other behalf of the Company: designation as decided by the Board of Directors from time to time. 1. To manage, conduct and transact day-to-day business, affairs and operations of the Company including power RESOLVED FURTHER THAT the term of Ms. Supriya Kanase as a to enter into contracts and to vary and rescind them; Managing Director of the Company shall be on continued basis 2. To enter into and become party to and to sign and on her reappointment at the Annual General Meeting, when she execute all deeds, instruments, contracts, receipts and retires by rotation. all other documents or writings on behalf of the Company whether statutory or otherwise; RESOLVED FURTHER THAT the consent of the shareholders 3. To become party to and to present for registration and of the Company be and is hereby also accorded that where admit execution of and to do every act, matter or thing in any financial year the Company continues to incurs a loss necessary or proper to enable registration on behalf of or has no profits or inadequate profits then remuneration as the Company of all deeds, instruments, contracts, decided above be paid with the prior approval of the Central agreements, receipts and all other documents Government. whatsoever; 4. To insure and keep insured Company’s properties, RESOLVED FURTHER THAT where in any financial year during buildings, machinery, plants, materials, equipment and the tenure of Ms. Supriya Kanase as a Managing Director of all other properties of the Company, movable or the Company, the Company continues to incurs a loss or its immovable either lying in the offices, or elsewhere or in profits are inadequate, the Company shall pay to Ms. Supriya transit for import against loss or damage by fire or Kanase, the remuneration by way of salary and other allowances other risks and to sell, assign, surrender or discontinue not exceeding the limits specified under Section II of Part II of any of the insurances effected in pursuance of this; Schedule V of the Companies Act, 2013 or such other limits as 5. To incur expenses as may be necessary to maintain may be prescribed by the Central Government from time to time officesand other buildings and otherwise deal with the as minimum remuneration. Company’s properties, articles or things or for the purposes of the business of the Company; RESOLVED FURTHER THAT the total remuneration by way of 6. To raise or borrow (otherwise than by way of salary and other allowances payable to Ms. Supriya Kanase, debentures/ deposits) from time to time on behalf of as a Managing Director of the Company shall not exceed the Company, funds not exceeding Rupees Ten Crores the higher maximum limit admissible from any one of the between two consecutive Board Meetings; Companies in which she is Managing Director as specified 7. To invest and deal with the moneys of the Company not under Section V of Part II of Schedule V of the Companies exceeding Rupees Ten Crores between two consecutive Act, 2013 or such other limits as may be prescribed by Board Meetings or to deposit the same with banks and the Central Government from time to time in this regards. from time to time to realise and vary such investments; 8. To operate upon and close accounts current, fixed or RESOLVED FURTHER THAT Ms. Supriya Kanase be authorised to otherwise with any bank or bankers, merchant or

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

Eleventh Annual Report 3 patents, copyrights, designs and inventions, licenses, Personnel) Rules, 2014 and other applicable provisions, if any, concessions and the like conferring any exclusive or of the Companies Act, 2013, and the Articles of Association of non-exclusive or limited right to use any trade secret the Company, the consent of the members be and is hereby or other information as to any invention which may accorded for the appointment of Ms. Satish K Singh as an seems capable of being used for any of the Company’s Executive Director of the Company with effect from March purposes or the acquisition of which may seem 21, 2015, for a period of 3 years, on terms and conditions as calculated directly or indirectly to benefit the Company mentioned below: and in accordance with the terms if any of such property rights or information so acquired to use, exercise, I. Basic Salary develop or grant licenses in respect of or otherwise In the range of Rs. 2,00,000 to Rs. 5,00,000 per month. turn to account the property rights or information so acquired; II. Allowances 19. To sign various applications, forms, returns or any Allowances in the nature of City Compensatory Allowance, House other document to be filed by the Company under the Rent Allowance, Medical Allowance, Education Allowance, Leave provisions of Companies Act, 2013, and the Rules made Travel Allowance, or such other allowance, by whatever name thereunder, by using Digital Signature Certificate and called calculated as a percentage of Basic Salary or fixed amount, 20. To delegate from time to time as she thinks fit to do, as decided by the Board of Directors from time to time. execute and perform all or any such matters and things as aforesaid to other officers of the Company. III. Perquisites and other benefits a. Company’s contribution to provident fund: As per the RESOLVED FURTHER THAT the Board of Directors be and is rules of the Company. hereby authorised to add, delete or amend the designation, b. Gratuity: As per the rules of the Company. powers and responsibilities of Ms. Supriya Kanase, Managing c. Earned / privileged leave: As per the rules of the Director, as may be necessary from time to time, in the best Company. interest of the Company.” d. Encashment of leave: As per the rules of the Company. e. Company car: The Company will provide to the Item No. 5: Appointment of Mr. Satish K Singh as a Director of Executive Director, a Company owned car with a driver, the Company for all his official needs.

To consider and if thought fit to pass the following resolution as If the Executive Director chooses not to use the Company vehicle, an Ordinary Resolution: then he will be entitled to a vehicle allowance as decided by the Board of Directors from time to time. “RESOLVED THAT pursuant to the provisions of Section 149, Section 152 read with the Companies (Appointment and . f Telephone: The Company shall provide Cellular Phones Qualification of Directors) Rules, 2014 and other applicable with roaming facility and reimburse all charges pertaining provisions, if any, of the Companies Act, 2013 Mr. Satish K Singh to the same. (DIN: 06732438), who was appointed as an Additional Director g. Books and Periodicals: The Executive Director shall be of the Company by the Board of Directors with effect from March entitled to reimbursement of cost of books and periodicals 21, 2015 and who holds office until the date of this Annual subject to a ceiling as decided by the Board of Directors General Meeting, in terms of Section 161 of the Companies from time to time. Act, 2013, and in respect of whom the Company has received a h. Other Privileges: Such other privileges, facilities, notice in writing under Section 160 of the Companies Act, 2013, perquisites and amenities as may be applicable from time from a Member proposing candidature of Mr. Satish K Singh for to time to the Executives of the Company. the office of Director, be and is hereby appointed as a Director of Explanation: the Company, liable to retire by rotation.” Perquisites shall be evaluated as per the Income-Tax Rules, wherever applicable. In the absence of any such Rule, perquisites Item No. 6: Appointment of Mr. Satish K Singh as an Executive shall be evaluated at actual cost. Director of the Company RESOLVED FURTHER THAT the Board of Directors based on To consider and if thought fit to pass the following resolution as the recommendation of Compensation and Remuneration a Special Resolution: Committee, by whatever name called, be authorised in its absolute discretion and from time to time, to fix within the “RESOLVED FURTHER THAT pursuant to the provisions of range stated above, the salary payable to the Executive Director. Section 196 read with Section 197, Section 203, Schedule V, the Companies (Appointment and Remuneration of Managerial RESOLVED FURTHER THAT Mr. Satish K Singh be designated as

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

Eleventh Annual Report 5 Government, Courts of Law, civil, criminal, industrial or bankruptcy from others, attend and vote at all meetings labour, revenue or before all conciliators, other public in all bankruptcy, insolvency and liquidation or other officers, authorities, bodies or tribunals in connection proceedings in which the Company may be interested with all suits, actions, petitions, appeals and other or concerned, concur in or object to the appointment legal or other proceedings and matters whether civil, of trustees and Members of committees of control criminal, revenue, industrial or labour in which the and take part in the same, and accept and repudiate Company may be concerned or interested whether composition whether judicial or otherwise; as plaintiffs, defendants, petitioners, appellants, 17. To engage, constitute appoint and remove advocates, respondents, opponents, prosecutors, opposing attorneys, lawyers, pleaders or other authorities creditors or in any other capacity whatsoever or to advise the Company, to prosecute or defend all otherwise howsoever and in all matters in anywise proceedings in which the Company may be concerned concerning the business affairs and properties of and to advise the Company on all legal and tax issues the Company and to appear and to represent the and in connection with any reference or proceedings Company in all actions, suits, appeals, petitions, and in the Tribunals in the High Court or other Court in other proceedings under all Acts or enactments of connection with the above matters or in or about the the Parliament of India or of any State Legislature and premises and to sign vakalatnamas or warrants to act to affirm, declare and sign all pleadings applications, or appeals in any such matters; petitions, statements, memoranda of appeal, 18. To apply for, purchase or otherwise acquire affidavits, documents, acknowledgments and papers in any patents, copyrights, designs and inventions, connection therewith and to appear and to represent licenses, concessions and the like conferring any the Company before all officers, authorities, bodies or exclusive or non-exclusive or limited right to use any tribunals under any of the said Acts or enactments; trade secret or other information as to any invention 13. To apply for and obtain copies of returns of Incom, refund which may seems capable of being used for any of orders, depositions, correspondence, proceedings, the Company’s purposes or the acquisition of which assessment orders, appellate orders or orders of tax / may seem calculated directly or indirectly to benefit in land revenue authorities on the Company’s behalf the Company and in accordance with the terms if any herein and to carry on all correspondence and also of such property rights or information so acquired to apply for extension of time, accept notices, assessment use, exercise, develop or grant licenses in respect of orders, appellate orders, revision orders, tribunal or otherwise turn to account the property rights or judgment etc., on behalf of the Company; information so acquired; 14. To institute, defend, prosecute, conduct, compound, 19. To sign various applications, forms, returns or any refer to arbitration, abandon and to compromise other document to be filed by the Company under legal or other proceedings, claims and disputes by or the provisions of Companies Act, 2013, and the Rules against the Company or in which the Company may be made thereunder, by using Digital Signature Certificate concerned or interested; and 15. To collect, ask, demand, sue or recover and receive 20. To delegate from time to time as he thinks fit to do, from all persons, firms, companies, societies including execute and perform all or any such matters and things the Government, its agents and servants or local as aforesaid to other officers of the Company. authorities in any part of the world, liable to pay, transfer and deliver the same respectively all such RESOLVED FURTHER THAT the Board of Directors be and is sums of money, stocks, funds, interests, dividends, hereby authorised to add, delete or amend the designation, debts, dues, goods, effects and things now or hereafter powers and responsibilities of Mr. Satish K Singh, Executive to be owing or payable or belonging to the Company by Director, as may be necessary from time to time, in the best virtue of any security or by right, title, ways or means interest of the Company.” howsoever or upon any balance of accounts and upon receipt thereof to ask, demand, sue for, recover and Item No. 7: Appointment of Mr. Deepak Ramchand Sharma as receive from persons or from everybody, political or an Independent Director of the Company corporate, whom it shall or may concern all sums of money, debts, dues, chattels, effects and things of To consider and if thought fit to pass the following resolution as whatsoever nature and description which now are or an Special Resolution: at any time or times during the subsistence of these presents shall or may be or become owing, payable or “RESOLVED THAT pursuant to the provisions of Sections 149 read belonging to the Company in or by any right, title, ways with Section 152, Schedule IV, the Companies (Appointment and or means howsoever; Qualification of Directors) Rules, 2014 and all other applicable 16. To protest unpaid bills, obtain declarations of provisions, if any, of the Companies Act, 2013 and Clause 49

6 Eleventh Annual Report of the Listing Agreement, Mr. Deepak Ramchand Sharma (DIN: who was appointed as an Additional Director of the Company 02268257), who was appointed as an Independent Director by the Board of Directors with effect from May 28, 2015 and liable to retire by rotation at an Annual General Meeting held who holds office until the date of this Annual General Meeting, on September 30, 2014, and whose term expires at this Annual in terms of Section 161 of the Companies Act, 2013, and in General Meeting and in respect of whom the Company has respect of whom the Company has received a notice in writing received a notice in writing under Section 160 of the Companies under Section 160 of the Companies Act, 2013, from a Member Act, 2013, from a Member proposing candidature of Mr. proposing candidature of Dr. Bharat Kumar Raut for the office of Deepak Ramchand Sharma for the office of Director, be and is Director, be and is hereby appointed as an Independent Director hereby appointed as an Independent Director of the Company of the Company to hold office for a period of 3 years upto the to hold office for a period of 3 years upto the conclusion of conclusion of the Fourteenth Annual General Meeting of the the Fourteenth Annual General Meeting of the Company to Company to be held for the financial year ended March 31, be held for the financial year ended March 31, 2018, subject 2018, subject to Dr. Bharat Kumar Raut satisfying the criteria of to Mr. Deepak Ramchand Sharma satisfying the criteria of independence in terms of the Companies Act, 2013, Rules made independence in terms of the Companies Act, 2013, Rules made thereunder and the Listing Agreement, and shall not be liable to thereunder and the Listing Agreement, and shall not be liable to retire by rotation.” retire by rotation.” Item No. 10: Appointment of Mr. Kumar Ketkar as an Item No. 8: Appointment of Mr. Manmohan Singh Kapur as an Independent Director of the Company Independent Director of the Company To consider and if thought fit to pass the following resolution as To consider and if thought fit to pass the following resolution as an Ordinary Resolution: an Special Resolution: “RESOLVED THAT pursuant to provisions of Sections 149 read “RESOLVED THAT pursuant to the provisions of Sections with Section 152, Schedule IV, the Companies (Appointment and 149 read with Section 152, Schedule IV, the Companies Qualification of Directors) Rules, 2014 and all other applicable (Appointment and Qualification of Directors) Rules, 2014 and all provisions, if any, of the Companies Act, 2013 and Clause 49 of other applicable provisions, if any, of the Companies Act, 2013 the Listing Agreement, Mr. Kumar Ketkar (DIN: 07193110), who and Clause 49 of the Listing Agreement, Mr. Manmohan Singh was appointed as an Additional Director of the Company by the Kapur (DIN: 00703815), who was appointed as an Independent Board of Directors with effect from May 28, 2015 and who holds Director liable to retire by rotation at an Annual General Meeting office until the date of this Annual General Meeting, in terms of held on September 30, 2014, and whose term expires at this Section 161 of the Companies Act, 2013, and in respect of whom Annual General Meeting and in respect of whom the Company the Company has received a notice in writing under Section has received a notice in writing under Section 160 ofthe 160 of the Companies Act, 2013, from a Member proposing Companies Act, 2013, from a Member proposing candidature of candidature of Mr. Kumar Ketkar for the office of Director, be and Mr. Manmohan Singh Kapur for the office of Director, be and is is hereby appointed as an Independent Director of the Company hereby appointed as an Independent Director of the Company to hold office for a period of 3 years upto the conclusion of the to hold office for a period of 3 years upto the conclusion of the Fourteenth Annual General Meeting of the Company to be held Fourteenth Annual General Meeting of the Company to be held for the financial year ended March 31, 2018, subject to Mr. for the financial year ended March 31, 2018, subject to Mr. Kumar Ketkar satisfying the criteria of independence in terms Manmohan Singh Kapur satisfying the criteria of independence of the Companies Act, 2013, Rules made thereunder and the in terms of the Companies Act, 2013, Rules made thereunder Listing Agreement, and shall not be liable to retire by rotation.” and the Listing Agreement, and shall not be liable to retire by rotation.” Item No. 11: Preferential issue of Securities

Item No. 9: Appointment of Dr. Bharat Kumar Raut as an To consider and if thought fit to pass the following resolution as Independent Director of the Company a Special Resolution:

To consider and if thought fit to pass the following resolution as “RESOLVED THAT pursuant to the provisions of Section 42 an Ordinary Resolution: read with Section 62, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions, if any, “RESOLVED THAT pursuant to provisions of Sections 149 read of the Companies Act, 2013 and the provisions of Chapter VII with Section 152, Schedule IV, the Companies (Appointment and of the Securities and Exchange Board of India (Issue of Capital Qualification of Directors) Rules, 2014 and all other applicable & Disclosure Requirements) Regulations, 2009 as amended provisions, if any, of the Companies Act, 2013 and Clause 49 of from time to time (hereinafter referred to as “the SEBI (ICDR) the Listing Agreement, Dr. Bharat Kumar Raut (DIN: 07193323), Regulations, 2009”) and any other applicable guidelines/

Eleventh Annual Report 7 regulations issued by the Securities and Exchange Board of e. In the event the warrant holder(s) does not exercise the India (SEBI) and subject to all necessary approvals, consents, convertible warrants within 18 months from the date of permissions and/or sanctions of the statutory or regulatory allotment of the convertible warrants, the convertible authorities, other applicable laws and the enabling provisions of warrants shall lapse and the amount paid shall stand forfeited the Memorandum and Articles of Association of the Company by the Company. and the provisions of the Listing Agreement entered into with f. The aforesaid convertible warrants allotted on preferential the Recognised Stock Exchanges where the shares of the basis shall be locked in from the date of trading approval Company are listed and subject to such terms and conditions as granted from the Recognised Stock Exchanges for such may be determined by the Board of Directors of the Company period as prescribed in Regulation 78 of SEBI (ICDR) (herein after referred to as “the Board” which expression shall Regulations, 2009. include a committee, constituted for the time being in force, g. In terms of Regulation 74 of the SEBI (ICDR) Regulations, thereof) and subject to such conditions and modifications as 2009 allotment of Convertible Warrants in the present may be prescribed or imposed by any of them while granting Preferential Issue will be made within a period of15 such approvals, consents, permissions or sanctions and agreed days from the date of passing of the aforesaid Resolution. to by the Board, the consent and approval of the Company be and is hereby accorded and the Board be and is hereby RESOLVED FURTHER THAT that for the purpose of giving effect Name of No. of war- Category Status to the above, the Board be and is hereby authorized on behalf of Proposed rants proposed the Company to take all actions and do all such deeds, matters Allottee to be issued and things as it may, in its absolute discretion deem necessary, desirable, incidental or expedient to the issue or allotment of Mi Marathi 12,60,000 Group Body Media Limited Company Corporate the aforesaid Warrants and listing of the Equity Shares with the Recognised Stock Exchanges as appropriate and to clarify, authorized to create, offer, issue and allot, from time to time, resolve and settle all questions and difficulties that may arise in in one or more tranches, up to 12,60,000 (Twelve Lacs Sixty relation to the proposed issue, offer and allotment of any of the Thousand) ‘Convertible Warrants’ on preferential basis to the said Warrants, the utilization of the issue proceeds and to do all proposed allottee by way of conversion of unsecured loan given acts, deeds and things in connection therewith and incidental by the proposed allottee to the Company at such price as may thereto as the Board in its absolute discretion may deem fit, be determined in accordance with the SEBI (ICDR) Regulations, without being required to seek any further consent or approval 2009 with respect to the Relevant Date i.e. August 31, 2015, of the members or otherwise to the end and intent that they with right to apply for and get allotted one Equity Share of the shall be deemed to have given their approval thereto expressly face value of Rs. 10/- (Rupees Ten only) each for every warrant by the authority of this resolution. held by them, in one or more tranches within a period of 18 (Eighteen) months from the date of allotment of warrants upon RESOLVED FURTHER THAT the Board be and is hereby such other terms and conditions as may be deemed appropriate authorized to delegate all or any of the powers conferred by by the Board at its absolute discretion. this resolution on it, to any Committee of Directors, any other Director(s) or officer(s) of the Company to give effect tothe RESOLVED FURTHER THAT: aforesaid resolution.” a. The Relevant Date for the purpose of determining the issue By order of the Board of Directors 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. Avinash Godse b. The convertible warrants upon conversion into equity shares Place: Mumbai Chief Financial Officer as referred to above shall in all respect rank pari-passu with Date: August 14, 2015 & Company Secretary the existing fully paid up equity shares of the Company, Registered Office: including entitlement to dividend, if any. Broadcast Initiatives Limited c. The equity shares to be so allotted upon exercise of 101, Sumer Kendra Society, Pandurang Budhkar Marg, Near Convertible warrants shall be in dematerialized form and Doordarshan Kendra, Behind Mahindra & Mahindra Tower, shall be subject to the provisions of Memorandum and Worli, Mumbai- 400013 Tel.: +91 (022) 61709777 Articles of Association of the Company. E-mail: [email protected] d. The holder of each warrant will be entitled to apply for and Website: www.liveindia.in obtain allotment of 1 (One) Equity Share of the Face value CIN: L92130MH2004PLC144371 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 Eleventh Annual Report Notes: • For CDSL: 16 digits beneficiary ID, • For NSDL: 8 Character DP ID followed by 8 Digits Client ID, 1. Statement explaining material facts pursuant to • Members holding shares in Physical Form should enter Folio Section 102(1) of the Companies Act, 2013, and Number registered with the Company. disclosure as per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 with respect to the e) Next enter the Image Verification as displayed and Click on special business set out in the Notice is annexed hereto. Login. f) If you are holding shares in demat form and had logged on 2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED to ‘www.evotingindia.com’ and voted on an earlier voting of TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF any other Company, then your existing password is to be HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF used. THE COMPANY. PROXY, IN ORDER TO BE EFFECTIVE MUST g) If you are a first time user follow the steps given below: BE DULY FILLED, STAMPED, SIGNED AND DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 For Members holding shares in Demat Form and Physical HOURS BEFORE THE COMMENCEMENT OF THE MEETING. Form PAN Enter your 10 digit alpha-numeric PAN issued by 3. A person can act as a proxy on behalf of Members not Income Tax Department (Applicable for both demat exceeding fifty and holding in the aggregate not more than shareholders as well as physical shareholders) ten per cent of the total share capital of the Company carrying • Members who have not updated their PAN with voting rights. A Member holding more than ten per cent of the Company/Depository Participant are the total share capital of the Company carrying voting rights requested to use the first two letters of their may appoint a single person as a proxy and such person shall name and the 8 digits of the demat account/ folio not act as a proxy for any other shareholder. number in the PAN field. • In case the sequence number is less than 8 digits 4. Corporate Members intending to send their authorised enter the applicable number of 0’s before the representative to attend the Annual General Meeting are number after the first two characters of the name requested to send to the Company a duly certified copy of in CAPITAL letters. Eg. If your name is Ramesh the Board Resolution authorising their representative to Kumar with folio number 100 then enter attend and vote at the Annual General Meeting. RA00000100 in the PAN field. DOB Enter the Date of Birth as recorded in your demat 5. The Register of Members and Share Transfer Books will account or in the Company records for the said demat remain closed from Thursday, September 24, 2015 to account or folio in dd/mm/yyyy format. Wednesday, September 30, 2015 (both days inclusive). Dividend Enter the Dividend Bank Details as recorded in your Bank demat account or in the Company records for the 6. The Company is pleased to offer E-Voting facility for its Details said demat account or folio. Members to enable them to cast their votes electronically • Please enter the DOB or Dividend Bank Details in with the help of Central Depository Services (India) Limited order to login. If the details are not recorded with (CDSL). For conducting this e-voting activity in a fair and the depository or Company please enter the transparent manner, the Board of Directors has appointed CS number of share held by you as on the cut off date Gopal R. Kadawat, Practicing Company Secretary, Pune as a in the Devidend Bank details field. Scrutinizer. h) After entering these details appropriately, click on “SUBMIT” The procedure and instructions for E-Voting are as follows: tab. a) The voting period begins on Sunday, September 27, 2015 i) Members holding shares in physical form will then reach at 9.00 a.m. IST and shall end on Tuesday, September directly the Company selection screen. However, Members 29, 2015 at 5.00 p.m. IST. During this period, shareholders’ holding shares in demat form will now reach ‘Password of the Company, holding shares either in physical form or Creation’ menu wherein they are required to mandatorily dematerialized form, as on cut-off date Wednesday, enter their login password in the new password field. Kindly September 23, 2015, may cast their vote electronically. The note that this password is to be also used by the demat e-voting module shall be disabled by CDSL for voting holders for voting for resolutions of any other company on thereafter. which they are eligible to vote, provided that Company opts b) The shareholder should log on to the e-voting website ‘www. for e-voting through CDSL platform. It is strongly evotingindia.com’. recommended not to share your password with any other c) Click on “Shareholders” tab. person and take utmost care to keep your password d) Now Enter your User ID confidential.

Eleventh Annual Report 9 j) For Members holding shares in physical form, the details can 8. The Statutory Registers maintained under the Companies be used only for e-voting on the resolutions contained in this Act, 2013, will be available for inspection by the Members at Notice. the Annual General Meeting. k) Click on the EVSN for the Company Name “Broadcast Initiatives Limited” on which you choose to vote. 9. Members desiring any information as regards to accounts l) On the voting page, you will see “RESOLUTION DESCRIPTION” are requested to write to the Company at an early date so as and against the same the option “YES/NO” for voting. Select to enable the management to keep the information ready. the option YES or NO as desired. The option YES implies that 10. Copies of all documents referred to in the Notice are available you assent to the Resolution and option NO implies that you for inspection at the Registered Office of the Company dissent to the Resolution. between 2 p.m. to 4 p.m. IST on all working days till the date m) Click on the “RESOLUTIONS FILE LINK” if you wish to view the of the Annual General Meeting. entire Resolution details. n) After selecting the resolution you have decided to vote on, 11. Pursuant to SS- 2 i.e. Secretarial Standard on General click on “SUBMIT”. A confirmation box will be displayed. If Meetings as issued by the Institute of Company Secretaries you wish to confirm your vote, click on “OK”, else to change of India, the route map for reaching the Meeting venue your vote, click on “CANCEL” and accordingly modify your showing the prominent landmarks is given elsewhere in this vote. Notice. Further, the Company has uploaded the said route o) Once you “CONFIRM” your vote on the resolution, you will map on its website at www.liveindia.in not be allowed to modify your vote. p) You can also take print out of the voting done by you by 12. The Securities and Exchange Board of India (SEBI) has clicking on “Click here to print” option on the Voting page. mandated the submission of Permanent Account Number q) If Demat account holder has forgotten the changed password (PAN) by every participant in the securities market. Members then enter the User ID and the image verification code and holding shares in electronic form are, therefore, requested click on Forgot Password & enter the details as prompted by to submit their PAN to their Depository Participants with the system. whom they are maintaining their demat accounts. Members r) Note for Non-Individual Shareholders and Custodian: holding shares in physical form can submit their PAN to the Company / Link Intime. • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and custodian are required to log on 13. Non-Resident Indian Members are requested to inform Link to ‘www.evotingindia.com’ and register themselves as Intime, immediately of: Corporates. a) Change in their residential status on return to India for • A scanned copy of the Registration Form bearing the permanent settlement. stamp and sign of the entity should be emailed to b) Particulars of their bank account maintained in India with ‘[email protected]’. complete name, branch, account type, account number • After receiving the login details a compliance user should and address of the bank with pin code number, if not be created using the admin login and password. The furnished earlier. Compliance user would be able to link the account(s) for which they wish to vote on. 14. As a measure of austerity and green initiatives of the • The list of accounts should be emailed to ‘helpdesk. Company, copies of Annual Report will not be distributed at [email protected]’ and on approval of the accounts the Annual General Meeting, members are requested to they would be able to cast their vote. bring their copy of Annual Report to the Meeting. The • A scanned copy of the Board Resolution and Power of Annual Report may also be accessed on Company’s website Attorney (PoA) which they have issued in favour of the www.liveindia.in Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same. With a view to take “Green Initiative in the Corporate Governance” by allowing paperless compliances by the s) In case you have any queries or issues regarding e-voting, companies, the Ministry of Corporate Affairs (the ‘Ministry’) you may refer the Frequently Asked Questions (“FAQs”) and has allowed companies to share documents with Members e-voting manual available at ‘www.evotingindia.com’ under through electronic communication. It is a welcome move for the help section or write an email to society at large, as this will reduce paper consumption to a great ‘[email protected]’. extent and allow public at large to contribute towards a greener environment. 7. Members / Proxies are requested to bring duly filled attendance slips to be deposited with the Company officials This is a golden opportunity for every Member to support the at the venue of the meeting. initiative of the Ministry.

10 Eleventh Annual Report 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 email address provided by you with your depositories. In case you desire to have a different e-mail id to be registered, please update the same with your Depository Participant. Registering your email 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, 2013.

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, 2013.

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, 2015.

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, 2018. 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, 2013. 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:

Eleventh Annual Report 11 3. In case of new companies, expected date of Not Applicable commencement of activities as per project approved by financial institutions appearing in prospectus 4. Financial Performance based As on March 31, 2015 on given indicators Total Income: Rs. 1217.00 Lacs Total Expenditure: Rs. 6655.00 Lacs Profit/ (Loss): Rs. (5351.00) Lacs 5. Foreign Investment or collaboration, if any Not Applicable

Information about the Appointee

6. Background Details Ms. Supriya Vasant Kanase, Chief Executive Officer, is Managing the business operations of the Company since 2013.

7. Past Remuneration Rs. 90.00 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 The proposed remuneration is commensurate with size and nature of respect to industry, size of the Company, the business of the Company and big responsibility Ms. Supriya Kanase is profile of the position and in person carrying. The remunerations do differ from Company to Company in the industry depending on the respective operations and responsibilities. 12. Pecuniary relationship directly or indirectly Apart from drawing remuneration as Managing Director of with the Company, or relationship with the the Company, there are no other pecuniary relationships. managerial personnel, if any 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 The Company has continuously implemented various measures such improvement 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. 15. Expected increase in productivity and profits Expected Income (Rs. in Lacs) in measurable terms March, 2016 March, 2017 March, 2018 3245.00 5643.00 8712.00

Profile of Ms. Supriya Kanase:

Ms. Supriya Kanase, Chief Executive Officer, has been the Managing Director at Live India since May 28, 2015. 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 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, 1985 4. Date of Appointment May 28, 2015 5. 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 Audit Committee Company Stakeholders Relationship Committee 9. Member of the Committees in other companies Mi Marathi Media Limited in India 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 subject to the approval of Members in the general meeting as Committee of the Board, Mr. Satish K Singh, Group Editor-in- an Executive Director of the Company for a period of 3 years Chief, of the Company was appointed as an Additional Director commencing from March 21, 2015. of the Company with effect from March 21, 2015, pursuant to Section 161 of the Companies Act, 2013. The terms and conditions of the appointment are as follows:

Pursuant to the provisions of Section 161 of the Companies Act, a. Period of appointment:- 3 years beginning from the 2013, Mr. Satish K Singh will hold office up to the date of the date of appointment i.e. March 21, 2015 and ending on ensuing Annual General Meeting. The Company has received March 21, 2018. notice in writing under the provisions of Section 160 ofthe b. Details of remuneration:- As provided in Item No. 6 of Companies Act, 2013, from a Member along with a deposit of the Notice of Annual General Meeting. Rs. 1,00,000 proposing candidature of Mr. Satish K Singh for the c. Mr. Satish K Singh shall perform such duties as shall office of Director of the Company. from time to time entrusted to him, subject to superintendence, guidance and control of the Board of The Company has received from Mr. Satish K Singh a consent Directors and he shall perform such other duties in writing to act as a Director of the Company in Form DIR- as shall from time to time be entrusted to him by the 2 pursuant to Rule 8 of the Companies (Appointment & Board of Directors as detailed in Item No. 6 of the Qualification of Directors) Rules, 2014 and intimation in Form Notice of Annual General Meeting. DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified In terms of Sections 2(94) read with Section 196, Section 197 under Section 164(2) of the Companies Act, 2013. and Schedule V to the Companies Act, 2013, appointment of Executive Director and the payment of remuneration is required Further, the Board of Directors also appointed Mr. Satish K Singh, to be approved by the Members of the Company.

Eleventh Annual Report 13 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, 2013. 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 The Company is having its operations since 2004. commercial production 3. In case of new companies, expected Not Applicable date of commencement of activities as per project approved by financial institutions appearing in prospectus 4. Financial Performance based on given As on March 31, 2015, indicators Total Income: Rs. 1217.00 Lacs Total Expenditure: Rs. 6655.00 Lacs Profit/ (Loss): Rs. (5351.00) Lacs 5. Foreign Investment or collaboration, if any Not Applicable

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, 2015

7. Past Remuneration Rs. 60.00 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 2005. 10. Remuneration Proposed As detailed in the resolution 11. Comparative remuneration profile with The proposed remuneration is commensurate with size and nature of respect to industry, size of the Company, the business of the Company and big responsibility Mr. Satish K Singh is profile of the position and in person carrying. The remunerations do differ from Company to Company in the industry depending on the respective operations and responsibilities. 12. Pecuniary relationship directly or indirectly Apart from drawing remuneration as an Executive Director of the with the Company, or relationship Company, there are no other pecuniary relationships. with the managerial personnel, if any Mr. Satish K Singh is not related to any Key Managerial Personnel of the Company.

His shareholding in the Company is NIL.

14 Eleventh Annual Report 14. Steps taken or proposed to be taken for The Company has continuously implemented various measures such improvement 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. 15. Expected increase in productivity Expected Income (Rs. in Lacs) and profits in measurable terms March, 2016 March, 2017 March, 2018 3245.00 5643.00 8712.00

Profile of Mr. Satish K Singh:

Mr. Satish K Singh, Group Editor-in-Chief, has been the Executive Director at Live India since March 21, 2015. 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 2005. 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, 1967 4. Date of Appointment March 21, 2015 5. 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

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 on September 30, 2014, to hold office for a period of 1 year. Kapur, existing Independent Directors of the Company were reappointed as an Independent Directors of the Company not Mr. Deepak Ramchand Sharma and Mr. Manmohan Singh Kapur liable to retire by rotation, in the Annual General Meeting held will hold office up to the date of the ensuing Annual General

Eleventh Annual Report 15 Meeting. The Company has received notice in writing under the of the Members of the Company, the Board of Directors provisions of Section 160 of the Companies Act, 2013, from a recommend the appointment of Mr. Deepak Ramchand Sharma Member along with a deposit of Rs. 1,00,000 each proposing and Mr. Manmohan Singh Kapur as the Independent Director the candidature of Mr. Deepak Ramchand Sharma and Mr. of the Company, for a period of 3 consecutive years upto the Manmohan Singh Kapur for the office of Director of the Company. conclusion of the fourteenth Annual General Meeting of the Company to be held for the financial year ended March 31, Accordingly, separate resolutions are proposed for reappointment 2018. A copy of the draft letter of appointment for Independent of Mr. Deepak Ramchand Sharma and Mr. Manmohan Singh Directors of the Company setting out the terms and conditions Kapur, as an Independent Directors of the Company not liable of the appointment is available for inspection by the Members to retire by rotation. without any fee at the Company’s registered office.

Section 149 of the Companies Act, 2013 and the Listing Performance Evaluation of Independent Directors: Pursuant to Agreement, prescribes criteria for independence. The Company the provisions of the Companies Act, 2013 and Clause 49 of has obtained a declaration from Mr. Deepak Ramchand Sharma the Listing Agreement, the Board has carried out the annual and Mr. Manmohan Singh Kapur that they meets the criteria of performance evaluation of the Directors individually including independence as prescribed in the Companies Act, 2013 and Independent Directors on parameters such as skills, knowledge, the Listing Agreement. In the opinion of the Board of Directors, participation in meetings, contribution towards corporate Mr. Deepak Ramchand Sharma and Mr. Manmohan Singh Kapur, governance practices, compliance with code of ethics, etc. satisfy the independence criteria in terms of the Companies The Directors expressed their satisfaction with the evaluation Act, 2013 and the Listing Agreement. Subject to the approval process.

Profiles of Mr. Deepak Ramchand Sharma:

Mr. Deepak Ramchand Sharma has been an Independent Director at Live India since May 2010. 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, 1966 4. Date of Appointment May 13, 2010 5. 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 Audit Committee; Nomination and Remuneration Committee and the Company Stakeholders Relationship Committee 9. Member of the Committees in other com- Nil panies in India 10. Shareholding in the Company 298 equity shares 11. Relationship with other Directors No

* As on August 14, 2015

16 Eleventh Annual Report Profiles of Mr. Manmohan Singh Kapur:

Mr. Manmohan Singh Kapur has been an Independent Director at Live India since December 2006.

Mr. Manmohan Singh Kapur served as the Chairman and Managing Director of Vijaya Bank Limited until March 31, 2006. 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, 2014. 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, 2014. He served as a Director of CHD Developers Limited from October 2008 to October 2009. He served as an Independent Director of Power Grid Corporation of India Limited from July 10, 2007 to October 5, 2007.

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, 1946 4. Date of Appointment December 12, 2006 5. 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 Audit Committee Company Nomination and Remuneration Committee

9. Member of the Committees in other companies in Shakti Bhog Foods Limited India Audit Committee

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

10. Shareholding in the Company Nil 11. Relationship with other Directors No * As on August 14, 2015

Eleventh Annual Report 17 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 Profile of Dr. Bharat Kumar Raut:

Based on recommendation of the Nomination & Remuneration Dr. Bharat Kumar Raut has been the additional Director at Live Committee of the Board, Dr. Bharat Kumar Raut has appointed India since May 28, 2015. Dr. Bharat Kumar Raut was elected to as an Additional Director of the Company, in the category Rajya Sabha in April 2008. During May 2008-May 2009 he of Independent Directors with effect from May 28, 2015, had been a member of Parliamentary Standing Committee; pursuant to Section 161 of the Companies Act, 2013. August 2009 onwards External Affairs Member; Member of Consultative Committee for the Ministry of Information and Pursuant to the provisions of Section 161 of the Companies Act, Broadcasting; September 2008 onwards Member of Committee 2013, Dr. Bharat Kumar Raut will hold office up to the date of the on Subordinate Legislation; August 2009 onwards Member of ensuing Annual General Meeting. The Company has received Committee on Public Undertakings; December 2009 onwards notice in writing under the provisions of Section 160 ofthe Member of Joint Parliamentary Committee on Offices of Profit; Companies Act, 2013, from a Member along with a deposit of Member of Indian Parliamentary Group; May 2011 onwards Rs. 1,00,000 proposing candidature of Dr. Bharat Kumar Raut for Member of Committee on Public Undertakings; August 2012 the office of Director of the Company. onwards Member of Committee on Food, Consumer Affairs and Public Distribution. The Company has received from Dr. Bharat Kumar Raut a consent in writing to act as a Director of the Company in Form Dr. Bharat Kumar Raut, being a practicing journalist for over DIR-2 pursuant to Rule 8 of the Companies (Appointment & a four decades; worked in English and Marathi newspapers, Qualification of Directors) Rules, 2014 and intimation in Form Government and private television channels in India and abroad; DIR-8 in terms of the Companies (Appointment & Qualification was Editor, Maharashtra Times; launched ZEE News, India’s of Directors) Rules, 2014, to the effect that he is not disqualified first news channel; Editorial Director at ‘Lokmat Media Group’; under Section 164(2) of the Companies Act, 2013. President, Mumbai Marathi Patrakar Sangh, 1987-1988; was Trustee, Shree Siddhivinayak Temple Trust, 2005-2007; Member, Section 149 of the Companies Act, 2013 and the Listing (i) Executive Committee, Bombay Union of Journalists and (ii) Agreement, prescribes criteria for independence. The Company Telephone Advisory Committee, MTNL, since 2008, at present has obtained a declaration from Dr. Bharat Kumar Raut that he is associate with ‘Mi Marathi’ Channel as Consulting Editor. he meets the criteria of independence as prescribed in the Companies Act, 2013 and the Listing Agreement. In the opinion Dr. Bharat Kumar Raut is awarded for his social and cultural of the Board of Directors, Dr. Bharat Kumar Raut satisfies the activities viz. (i) Journalist of the Year by Giants International, independence criteria in terms of the Companies Act, 2013 (ii) Harivanshrai Bachchan Award for Excellence in Journalism and the Listing Agreement. Subject to the approval of the by Aashirwad, (iii) G.G. Jadhav Puraskar by Mumbai Marathi Members of the Company, the Board of Directors recommend Patrakar Sangh and (iv) Balshastri Jambhekar Puraskar by the appointment of Dr. Bharat Kumar Raut as the Independent Marathi Patrakar Parishad. Director of the Company, for a period of 3 consecutive years upto the conclusion of the fourteenth Annual General Meeting Dr. Bharat Kumar Raut is the author of various books published in of the Company to be held for the financial year ended March Marathi and English language viz. (i) Andharatil Ek Prakash, 1977 31, 2018. (ii) Drishtikon, 2004 (iii) Nayak, 2004 (iv) Shiv Sena: Haar Aani Prahaar, 2005 (v) Asa Drishtikon, 2006 (vi) Ashi Hee Mumbai, A copy of the draft letter of appointment for Independent 2008 (vii) Manovedh, 2010 and (viii) Geeta: Anand Yatra (2011); Directors of the Company setting out the terms and conditions (ix) Past Forward, (Internet edition, in English) 2011. of the appointment is available for inspection by the Members without any fee at the Company’s registered office.

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, 1953

18 Eleventh Annual Report 4. Date of Appointment May 28, 2015 5. 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 Nomination & Remuneration Committee Company Stakeholders Relationship Committee

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 Dr. Bharat Kumar Raut none of the Directors / Key The proposed appointment of Independent Directors is Managerial Personnel of the Company / their relatives are, in justifiable in the opinion of the Board. any way, concerned or interested, financially or otherwise, in the Ordinary Resolution set out in Item No. 9 of the Notice, except to The Board recommends the resolution as set out in item no. 9 of the extent of their shareholding in the Company. the Notice for the approval of Members.

Item No. 10

Based on recommendation of the Nomination & Remuneration Ketkar as the Independent Director of the Company, for a period Committee of the Board, Mr. Kumar Ketkar has appointed of 3 consecutive years upto the conclusion of the fourteenth as an Additional Director of the Company, in the category of Annual General Meeting of the Company to be held for the Independent Directors with effect from May 28, 2015, pursuant financial year ended March 31, 2018. to Section 161 of the Companies Act, 2013. A copy of the draft letter of appointment for Independent Pursuant to the provisions of Section 161 of the Companies Act, Directors of the Company setting out the terms and conditions 2013, Mr. Kumar Ketkar will hold office up to the date of the of the appointment is available for inspection by the Members ensuing Annual General Meeting. The Company has received without any fee at the Company’s registered office. notice in writing under the provisions of Section 160 ofthe Companies Act, 2013, from a Member along with a deposit of Profile of Mr. Kumar Ketkar: Rs. 1,00,000 proposing candidature of Mr. Kumar Ketkar for the office of Director of the Company. Mr. Kumar Ketkar has been the additional Director at Live India since May 28, 2015. Mr. Kumar Ketkar serves as the Chief Editor The Company has received from Mr. Kumar Ketkar a consent of Loksatta, the leading Marathi Daily of Indian Express Group. in writing to act as a Director of the Company in Form DIR- Mr. Kumar Ketkar also serves as the Senior Editor of Indian 2 pursuant to Rule 8 of the Companies (Appointment & Express Newspapers (Mumbai) Ltd. Earlier, Mr. Kumar Ketkar Qualification of Directors) Rules, 2014 and intimation in Form served as the Editor-In-Chief, Lokmat and also Maharashtra DIR-8 in terms of the Companies (Appointment & Qualification Times, of The Times of India Group. He was also the Resident of Directors) Rules, 2014, to the effect that he is not disqualified Editor, Daily Observer, of the Ambani Group, Reliance, (1990- under Section 164(2) of the Companies Act, 2013. 1993).

Section 149 of the Companies Act, 2013 and the Listing He was the Special Correspondent, The Economic Times, The Agreement, prescribes criteria for independence. The Company Times of India Group. At present he is associated with ‘Mi has obtained a declaration from Mr. Kumar Ketkar that he meets Marathi’ Channel as a Consulting Editor. Mr. Kumar Ketkar has the criteria of independence as prescribed in the Companies Act, also got the prestigious Padmashri award for his journalistic 2013 and the Listing Agreement. In the opinion of the Board of work. Directors, Mr. Kumar Ketkar satisfies the independence criteria in terms of the Companies Act, 2013 and the Listing Agreement. Mr. Kumar Ketkar is also associated with several social Subject to the approval of the Members of the Company, the movements. Mr. Kumar Ketkar is also the author of 10 books Board of Directors recommend the appointment of Mr. Kumar published in Marathi language.

Eleventh Annual Report 19 Sr. No. Particulars Description 1. Name of Director Mr. Kumar Ketkar 2. Father’s Name Mr. Chintaman Ketkar 3. Date of Birth January 07, 1946 4. Date of Appointment May 28, 2015 5. 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 The proposed appointment of Independent Directors is Personnel of the Company / their relatives are, in any way, justifiable in the opinion of the Board. concerned or interested, financially or otherwise, in the Ordinary Resolution set out in Item No. 10 of the Notice, except to the The Board recommends the resolution as set out in item no. 10 extent of their shareholding in the Company. of the Notice for the approval of Members.

Item No. 11

Considering future plans and operations and financial position i.e. August 31, 2015, which may be exercised to receive Equity of the Company it is proposed to convert the unsecured loan Shares. taken from M/s. Mi Marathi Media Limited in to the securities of the Company. 2. Relevant date for the purpose of issue price is August 31, 2015 which is the date 30th day prior to the date of Annual The Company gave an offer to M/s. Mi Marathi Media Limited General Meeting where this resolution is being considered and received a consent letter from them and an application for for approval. conversion of unsecured loan into Securities in such time and on The minimum price as per the pricing formula prescribed under such terms and conditions as may be determined by the Board the SEBI (ICDR) Regulations, 2009 for the preferential issue of of Directors of the Company. Convertible warrants is the price as may be determined as on the Relevant Date i.e. August 31, 2015, being higher of: The Board of Directors at their meeting held on August 14, 2015, a) the average of the high and low of the volume weighted has decided to convert amount due toward the unsecured loan average prices at the BSE Limited for 26 Weeks prior to of M/s. Mi Marathi Media Limited into the securities of the the relevant date. or Company. b) the average of the high and low of the volume The proposed issue and allotment of convertible warrants on a weighted average prices at the BSE Limited for 2 weeks preferential basis shall be governed by the applicable provisions prior to the relevant date. of the SEBI (ICDR) Regulations, 2009 and the Companies Act, 2013 read with the applicable rules made thereunder. The 3. The Convertible Warrants shall be exercised within a period salient features of the preferential issue of Convertible warrants of 18 months from the date of their allotment, in one or are as under: more tranches.

1. Preferential issue size is as follows: 4. In the event the Warrants Holder(s) does not exercise the Convertible Warrants within 18 months from the date of 12,60,000 (Twelve Lacs Sixty Thousand) Convertible Warrants at allotment of the Convertible Warrants, the Convertible such price as may be determined in accordance with the SEBI Warrants shall lapse and the amount paid shall stand (ICDR) Regulations, 2009 with respect to the Relevant Date forfeited by the Company. 20 Eleventh Annual Report 5. The investor (M/s. Mi Marathi Media Limited) holds no position of the Company and also enhance its capital shares of the Company during the six months preceding the base/ net worth and augment long term resources of relevant date. the Company.

The other information prescribed under Regulation 73 of the b) Intention of Promoter/ Directors/ Key Managerial SEBI (ICDR) Regulations, 2009 is as follows: Personnel to the offer: M/s. Mi Marathi Media Limited, Promoter Group a) Object of the preferential issue of Equity Shares and Company of the Company, subscribe for 12,60,000 Convertible Warrants: Convertible Warrants issued on preferential basis. To convert unsecured loan to support the financial 6. Shareholding pattern before and after the issue: Shareholding pattern before and after the proposed preferential issueof Equity Shares and Convertible Warrants is as follow: Category Category of Shareholder Pre-Issue Post-Issue Code Pre-issue % of Total Post-issue % of Total Shares held Holding Shares held Holding* (A) Shareholding of Promoter and Promoter Group (1) Indian Promoters(A) 1,32,63,241 52.39 1,45,23,241 54.65 (B) Public Shareholding (1) Institutions - - - - (a) Financial Institutions/ Banks 3,05,030 1.21 3,05,030 1.15 (b) Foreign Institutional Investors - - - - Sub-Total (B1) 3,05,030 1.21 3,05,030 1.15 (2) Non- Institutions (a) Bodies Corporate 4,48,813 1.77 4,48,813 1.69 (b) Individuals 1,08,89,380 43.02 1,08,89,380 40.98 (c) NRIs 3,37,692 1.33 3,37,692 1.27 (d) Office Bearers 50 0.00 50 0.00 (e) Clearing Members 68,496 0.27 68,496 0.26 (f) Trust 1000 0.00 1000 0.00 (g) Other Directors 298 0.00 298 0.00 Sub-Total(B2) 1,17,45,729 46.40 1,17,45,729 44.20 Grand Total (A)+(B1)+(B2) 2,53,14,000 100.00 2,65,74,000 100.00 * 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 Present issue % to post issue issue capital capital 1. Mi Marathi Media Limited Nil Nil 12,60,000 4.74 (CIN: U92100MH2004PLC145070) Eleventh Annual Report 21 9. Change in management: There will not be any change in the 12. Undertaking: The undertaking required under Regulation management and control of the Company on account of this 73 of SEBI (ICDR) Regulations, 2009 will not applicable to proposed preferential allotment except minor change in the the Company as the Company’s Equity Shares have been shareholding pattern as well as voting rights. listed on the Recognised Stock Exchanges for a period exceeding the minimum period as specified under Regulation 10. Lock in requirements: The Convertible Warrants to be 76 of SEBI (ICDR) Regulations, 2009. allotted on preferential basis shall be subject to lock-in as per applicable SEBI (ICDR) Regulations, 2009 in this regard. However the Company undertakes to re-compute the price, if required, in terms of the provisions of these regulations where 11. Auditor’ Certificate: M/s Ashok Jayesh & Associates, it is required to do so. Chartered Accounts, the Statutory Auditors of the Company have certified that the preferential issue is being madein 13. No preferential allotment has been made during the year to accordance with the requirements contained in SEBI (ICDR) any persons. Regulations, 2009. A copy of the certificate shall belaid before the shareholders at the ensuing Annual General 14. The entire preferential allotment is to be made for conversion Meeting. 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. Name and address of Category Names of ultimate Beneficial Address of ultimate beneficial owners of the No. the proposed allottee (Promoter/ owners of the proposed allottees proposed allottees Non-Promoter) 1 Mi Marathi Media Non-Promoter Prosperity Agro India Limited Office No. 502, 4th Floor, Prosperity Heights, Limited (Holding Company) CTS No. 6769, Mitra Mandal Chowk, Parvati, (Group (CIN: U01400PN2010PLC135473) Pune- 411009. 101, Sumer Kendra Company) Santosh Shrawan Mali At Bhoje, Post Chinchpure, Pachora, Jalgaon- Society, Pandurang 424203. Budhkar Marg, Santosh Kaluram Paygude S. No. 36/3, Navnath Nagar, Dhankwadi, Pune- Near Doordarshan 411043. Kendra, Behind Hrishikesh Vasant Kanase House No. 931/6, Dyandeep Colony, Rahatani, Mahindra & Shrinagar, Pune- 411017. Mahindra Tower, Balraj Krishna Medamuni House No. 3/4, Ganesh Builders, Scheme No. Worli, Mumbai- 3, Tule- Solapur, Solapur. 400013 Madabhoina Venkatesh Krishna H. No. 1-1-29/6/130, Sailok Colony, Secunarabad - 400062. Prashant Chandrakant Deshmukh 40, Vidhya Vihar Colony, Maroti Mandir, Chopda, Jalgaon- 425107. Dattatray Madhav Yadav 22 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- 400013 | Tel.: +91 (022) 61709777 Avinash Godse E-mail: [email protected] Website: www.liveindia.in Place: Mumbai Chief Financial Officer CIN: L92130MH2004PLC144371 Date: August 14, 2015 & Company Secretary 22 Eleventh Annual Report 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, 2015.

1. Financial Results:

The financial performance of standalone operations of your Company during the Financial Year 2014-2015 is summarized in the following table: (Rs. in Lacs) Particulars 2014 - 2015 2013 - 2014 Total Revenue 1217.22 2028.64 Less: Total Expenses 6654.76 4129.24 Profit/ (Loss) before Exceptional Items (5437.53) (2100.61) and Tax Less: Exceptional Items - - Profit/ (Loss) Before Tax (5437.53) (2100.61) Less: Tax Expenses a) Current Tax - - b) Deferred Tax (86.13) (100.73) Profit/ (Loss) for the period (5351.41) (1999.88) 2. Operations Overview:

Live India is the one of the leading media houses in the country. Live India Digital is being updated 24X7 basis by experienced and The Group brings you every day the most comprehensive qualified young journalists. Live India Digital covers events from bouquet of news and analysis through its “Live India”, 24 x7 the national capital to remote areas of the country through the Hindi News channel, “Mi Marathi” 24x7 Marathi News channel, most effective and powerful combination of man and machine. “Prajatantra Live” Hindi daily news paper published in Delhi and “Live India” monthly Hindi magazine. Mi Marathi Live: The Group has launched “Mi Marathi Live” Marathi news paper on Friday, February 27, 2015 with satellite “Mi Marathi” 24x7 Marathi News channel of the Group has editions from Thane, Kalyan Dombivali, Navi Mumbai and Vasai- become a number one news channel in Maharashtra (Source- Virar. The state gets one more Marathi daily newspaper. TAM). The Group has retained well-known editors Mr. Kumar Ketkar, Dr. Bharat Kumar Raut and Mr. Nikhil Wagle as a Prajatantra Live and Live India: The Company has started consultant. the activity of ‘Prajatantra live’, Hindi News Paper and ‘Live India’ Hindi Magazine under the brand name of the Company. Live India Digital: The Group has re-launched its digital editions in ‘Prajatantra Live’ is one of the largest circulated Hindi News February, 2015 under the umbrella of Live India Digital. The news Paper in Delhi. To raise the voice for the sake of a common man is sites of Live India Digital i.e. www.liveindia.in, www.mimarathi. the prime objective of ‘Prajatantra Live’ news paper. ‘Live India’ in, www.liveindiahindi.com are rapidly gaining popularity. is a magazine on current affairs and an issue based journalism.

Live India Digital believes in fearless and unbiased journalism and The Company already has a presence in the electronic media it has established itself as a mature and dedicated readership and it believes that there is scope for creating a synergy between from all over the world. At Live India Digital, visitors can get the the electronic and print teams. news of their interest in Hindi, Marathi and English. The mobile Apps of the news sites are also available on Android and iOS. Live 3. Dividend: India Digital offers news events ranging from knowledge events, sporting events, entertainment news, education, Business, share Considering future plans and operations and financial position market, lifestyle, Tech, Gadget and special dedicated categories of the Company, your Directors do not recommend any dividend for women and youths. for the year ended March 31, 2015.

Eleventh Annual Report 23 4. Directors and Key Managerial Personal: During the year under review, Mr. Waryam Singh (DIN: 00230462) resigned as Director of the Company as at the close of business Your Board comprises of 6 Directors including 4 Independent on March 12, 2015. Your Board places on record its appreciation Directors. Independent Directors provide their declarations for contributions made by Mr. Waryam Singh during his tenure both at the time of appointment and annually confirming that as Non-Executive Director of the Company. they meet the criteria of independence as prescribed under Companies Act, 2013 and Clause 49 of the Listing Agreement. Subsequently following Directors has been inducted on the During financial year 2014-2015 your Board met 5 times details Board of the Company upon the recommendation of Nomination of which are available in Corporate Governance Report annexed and Remuneration Committee: to this report.

Sr. No. Name Designation Category Date of Appointment 1. Mr. Satish K Singh Additional Director Executive Director 21.03.2015 2. Ms. Supriya Kanase Additional Director Managing Director 28.05.2015 3. Mr. Kumar Ketkar Additional Director Independent Director 28.05.2015 4. Dr. Bharat Kumar Raut Additional Director Independent Director 28.05.2015

In terms of Section 161 of the Companies Act, 2013, Ms. Supriya a vital role in the organization and appreciates her performance Kanase, Mr. Satish K Singh, Mr. Bharat Kumar Raut and Mr. during the tenure. Kumar Ketkar shall hold office up to the date of the ensuing Annual General meeting. The Company has received a notice Mr. Hrishikesh Kanase resigned as the Chief Financial Officer of in writing along with requisite deposit pursuant to Section 160 the Company as at the close of business on April 14, 2015. The of Companies Act, 2013, proposing appointment of Ms. Supriya Board thanks him for his valuable guidance and contribution. Kanase, Mr. Satish K Singh, Dr. Bharat Kumar Raut and Mr. Kumar Ketkar as Director of the Company. Mr. Avinash Godse has been appointed as the Compliance Officer and Company Secretary with effect from January 01, 2015. At the Tenth Annual General Meeting, appointment of Mr. M S On the recommendation of Nomination and Remuneration Kapur and Mr. Deepak Sharma, Independent Directors was made Committee and Audit Committee the Board further designated for a period of 1 year for a term up to conclusion of the 11th Mr. Avinash Godse as a Chief Financial Officer of the Company Annual General Meeting to be held in the calendar year 2015. with effect from May 28, 2015. Pursuant to the provisions of the Companies Act, 2013, they shall hold office up to the date of the ensuing Annual General 5. Committees of the Board: meeting. The Company has received a notice in writing along with requisite deposit pursuant to Section 160 of the Companies During the year under the review, the Board of Directors of your Act, 2013, proposing re-appointment of Mr. M S Kapur and Mr. Company has reconstituted the Committees of the Board. The Deepak Sharma as an Independent Directors of the Company. details of the powers, functions, composition and meetings of the Committees of the Board held during the year are given in The Board confirms that all Independent Directors of the the Report on Corporate Governance section forming part of Company have given a declaration to the Board that they meet this Annual Report. the criterion of independence as prescribed under Section 149 of the Companies Act, 2013. 6. Board Evaluation:

Your Board has recommended the appointment of Ms. Supriya Pursuant to the provisions of the Companies Act, 2013 and Kanase as a Managing Director and Mr. Satish K Singh, as an Clause 49 of the Listing Agreement, the Board has carried Executive Director, liable to retire by rotation for a period of 3 out the performance evaluation of the Directors individually years. The Board also recommended the appointment of Mr. including Independent Directors, Board as a whole and of its Deepak Sharma, Mr. M S Kapur, Dr. Bharat Kumar Raut and Mr. various committees, on parameters such as skills, knowledge, Kumar Ketkar as an Independent Director of the Company, not participation in meetings, contribution towards corporate liable to retire by rotation for a period of 3 years. governance practices, compliance with code of conduct, etc.

Ms. Gandhali Bage resigned as the Compliance Officer and In a separate meeting of Independent Directors, performance Company Secretary of the Company as at the close of business of Non-Independent Directors, performance of the Board as on December 17, 2014. The Board thanks Gandhali for playing a whole was evaluated. Based on such report of the meeting

24 Eleventh Annual Report of Independent Directors and taking into account the views of Associates, Chartered Accountants, Mumbai (Firm Registration Executive Directors and Non-Executive Directors the Board had No. 100655W) as the Statutory Auditors of the Company to evaluated its performance on various parameters such as Board hold office till the conclusion of the Thirteenth Annual General composition and structure, effectiveness of Board processes, Meeting to be held for the financial year ended March 31, 2017. effectiveness of flow of information, contributions from each Directors etc. M/s. Ashok Jayesh & Associates, Chartered Accountants, have confirmed their eligibility and willingness to accept office, The Directors expressed their satisfaction with the evaluation if appointment is ratified by the Members of the Company. process. Further, in terms of the Clause 41(1)(h) of the Listing Agreement, the statutory auditors of your Company are subject to the Peer 7. Corporate Governance and Policies: Review Process of the Institute of Chartered Accountants of India (ICAI). M/s. Ashok Jayesh & Associates, Chartered Accountants Your Company has been constantly reassessing itself with well have confirmed that they hold a valid certificate issued by ‘Peer established Corporate Governance practices besides strictly Review Board’ of ICAI and have provided a copy of the said complying with the requirements of Clause 49 of the Listing certificate to your Company for reference and records. Agreement and applicable provisions of Companies Act, 2013. A detailed report on Corporate Governance together with the The ratification of appointment of Statutory Auditors is Statutory Auditors Certificate on compliance is annexed to this subject to the approval of the Members of the Company. Your report. Management’s Discussion and Analysis Report for the Directors propose ratification of appointment of Ashok Jayesh & year under review, as stipulated under Clause 49 of the Listing Associates, Chartered Accountants as the Statutory Auditors of Agreement with the Recognised Stock Exchanges are presented your Company. in Corporate Governance section forming part of the Annual Report. 9. Auditors Report:

The extract of policy of the Company for appointment The Auditors has given emphasis on certain matters in the of Directors, Senior Management, including criteria for independent Auditor’s Report for the year under review as determining qualification, positive attributes, independence follows- and other matters as provided in sub-section 3 of Section 178 of the Companies Act, 2013, adopted by the Board upon a) The Companies operating results has been materially recommendation of Nomination and Remuneration Committee affected due to various factors and as at March 31, 2015 the is annexed to this report. Companies accumulated losses has fully eroded the net worth of the Company: The Audit Committee of the Board has been vested with powers and functions relating to Risk Management which inter alia With respect to the said remarks your Directors want to includes (a) review of risk management policies and business inform that the Company has continuously implemented processes to ensure that the business processes adopted and various measures such as improving operational efficiencies, transactions entered into by the Company are designed to renegotiation of contracts and other cost control measures identify and mitigate potential risk; (b) laying down procedures to improve the Companies operating results and cash flows. relating to Risk assessment and minimization; and (c) formulation, In addition, the Company is in process of reviving ‘Live India’ implementation and monitoring of the risk management plan. Channel along with modernising equipments, recruitment of senior staff, arrangements with various television channel Your Board has in accordance with the requirements of the distributors so that the channel could be seen on the maximum provisions of the Companies Act, 2013 and Clause 49 of the possible networks and the viewership could be increased. Listing Agreement has adopted some new policies and also considered the amendment to the existing policies such as policy b) Irregularity in depositing statutory dues including Provident on Related Party Transaction, Code of Conduct for Directors and Fund, Employee State Insurance, Income-tax, Service Tax, Sales Specified Person, Nomination and Remuneration Policy, Risk Tax and other statutory dues. The statutory dues outstanding Management Policy and Whistle Blower Policy. These policies for the period more than six months from the date they become are available on the website of the Company and can be viewed payable is for: Service Tax- Rs. 1,33,43,496/- and Provident Fund: at www.liveindia.in Rs. 3,88,701/-

8. Auditors: With respect to the said remarks your Directors want to inform that the irregularity in depositing statutory dues is unintentional The Members of the Company at the Annual General Meeting and the same is due to constraint of funds. Your Directors ensures held on September 30, 2014 has appointed M/s. Ashok Jayesh & that the Company will take necessary steps in future to make

Eleventh Annual Report 25 sure that undisputed statutory dues are being paid regularly. auction against the Broadcasters for non compliance of above referred regulation until the final hearing ofthe The Notes on Financial Statements referred to in the Auditors case, as the matter is sub judice. Report are self-explanatory and do not call for any further comments. c) Company has appointed Mr. S. K. Singh as Executive Director before approval of Ministry of Information and 10. Secretarial Audit Report: Broadcasting.

Pursuant to Section 204 of the Companies Act, 2013, the Board The Company has appointed Mr. Satish K Singh as an of Directors had appointed M/s. Prajot Tungare & Associates, Executive Director on the Board w.e.f. March 21, 2015 Practising Company Secretaries, Pune as the Secretarial Auditors with due communication and applications to the Ministry of the Company. of Information and Broadcasting (MIB). For the same the Company has received the approval of MIB on May 25, The secretarial audit report provided in the Annual Report 2015. forms part of the Directors’ Report. Comments of the Board of Directors on the observations pointed out in the Secretarial d) The Board of Directors of the Company was not duly Audit Report are as follows: constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors and a) The Company has not appointed woman Director within the Company had not appointed Woman Director on its 1 year from 1st April 2014 as required under Section 149 Board within stipulated time. of the Companies Act, 2013. The Company being into media Business, every The Company being into media Business, every appointment of Directors on the Board of the Company appointment of Directors on the Board of the Company requires prior approval of the MIB. The Company has requires prior approval of the Ministry of Information and designated Ms. Supriya Vasant Kanase as a Chief Executive Broadcasting (MIB). Therefore, the appointment of every Officer w.e.f. May 30, 2014 as per the provisions of the Director on the Board of the Company is subject to the new Companies Act, 2013. Further the Company has approval of MIB. appointed Mr. Satish K Singh as an Executive Director and Ms. Supriya Kanase as a Managing Director on the Board The Company has designated Ms. Supriya Vasant Kanase w.e.f. March 21, 2015 and May 28, 2015 respectively with as a Chief Executive Officer w.e.f. May 30, 2014 as per due communication and applications to the MIB. The the provisions of the new Companies Act, 2013. Further delay caused for appointment of Directors on the Board the Company has appointed Ms. Supriya Kanase as a of the Company is due to time taken by the Ministry for Managing Director on the Board w.e.f. May 28, 2015 with granting its kind approval for addition of Directors on the due communication and applications to the MIB. The Board of the Company. delay caused for appointment of woman Director on the Board of the Company is due to time taken by the Ministry As at March 31, 2015 the Company is having a proper for granting its kind approval for addition of Directors on balance of Executive Director, Non-Executive Directors the Board of the Company. and Independent Directors on the Board. The Company believes in maintaining the highest standards of Corporate b) The Company has not complied with the provisions of Governance. Further as per SEBI Circular No CIR/CFD/ Regulation 3(1) of Chapter II and Regulation 5 of Chapter POLICY CELL/7/2014 dated September 15, 2014 Clause III of the Standards of Quality of Service (Duration of 49 of the Listing Agreement is applicable to the Company Advertisements in Television Channels) Regulations, however compliance of the same is not mandatory. 2012. 11. Internal Control Systems and their adequacy: The News Broadcasters Association (NBA) has filed the petition in Delhi High Court on December 13, 2013 against The Company has an Internal Control System, commensurate the TRAI rule that limits television advertisements to 12 with the size, scale and complexity of its operations. The minutes per hour. The NBA has challenged the ad cap internal auditor function is entrusted to an independent firm rule, contending that the TRAI does not have jurisdiction of Chartered Accountants of repute. To maintain its objectivity to regulate commercial airtime on television channels. and independence, the Internal Auditors report to the Chairman of the Audit Committee of the Board. The Internal Auditors The Delhi High Court has given interim relief to the monitor and evaluate the efficacy and adequacy of internal Broadcasters restraining the TRAI from initiating any control system in the Company, its compliance with operating

26 Eleventh Annual Report systems, accounting procedures and policies at all locations of Members and others entitled thereto, excluding the information the Company. Based on the report of internal audit function, on employees’ particulars, which is available for inspection by process owners undertake corrective action in their respective the Members at the Registered Office of the Company during areas and thereby strengthen the controls. Significant audit business hours on working days of the Company up to the observations and corrective actions thereon are presented to date of the ensuing Annual General Meeting. If any Member is the Audit Committee of the Board. interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. Such particulars shall 12. Conservation of Energy, Technology Absorption, Research also be filed with the Registrar of Companies while filing the and Development, Foreign Exchange Earnings and Outgo: financial statement and Board Reports.

Your Company is into the business of Broadcasting of News 14. Disclosures: Television Channel. Since this business does not involve any manufacturing activity, most of the information required to be Particulars of Loans, Guarantees and Investments: During provided under Section 134(3)(m) of the Companies Act, 2013 the year under review there are no Loans, Guarantees and read with the Companies (Accounts) Rules, 2014, are Nil / Not Investments covered under the provisions of Section 186 of the applicable. Companies Act, 2013.

Your Company, being a service provider, requires minimal energy Transactions with Related Parties: During the year under review consumption and every endeavour is made to ensure optimal there are no related party transactions made by the Company use of energy, avoid wastages and conserve energy as far as with Promoters, Directors, Key Managerial Personnel or other possible. designated persons which may have a potential conflict with the interest of the Company at large. Your Company uses latest technology and equipment’s into its Broadcasting business. However since the Company is not Deposits: Your Company has not accepted any public deposit engaged in any manufacturing, the information in connection under Chapter V of the Companies Act, 2013. with technology absorption is Nil / Not applicable. Extract of Annual Return: The extract of Annual Return in Form The particulars of foreign exchange earnings and outgo (accrual MGT-9 as required underSection 92(3) of the Companies Act, basis) are as follows: 2013 read with Companies (Management & Administration) (Rs. in ‘000s) Rules, 2014 is annexed to this report.

Sr. Foreign Exchange Outgo 2014-2015 2013-2014 Sexual Harassment: In perseverance of the mutual prosperity No. of every member of Live India Family, the Company has always 1. Value of Import calculated strived to maintain its work atmosphere healthy and harmonious. of C.I.F. basis The driving force of the Company truly comes from the women strength working with the Company and the Company gives a. Raw Material - - utmost value to every single employee working in the Company. b. Capital Goods 26,374 6542 2. Expenditure in Foreign The Company strongly believes to maintain a culture of dignity, Currency respect and security towards women at all times. During the a. Travelling 2,798 - year under review, it was reported by the Internal Complaints Committee (ICC) of the Company, that it has not received a b. Others 8,127 - single case in relation to the harassment of women. Thus it gives immense pleasure to report that the Company was able to There is no foreign exchange earning during the year under observe zero tolerance for sexual harassment. review. Regulatory Orders: No significant or material orders were passed 13. Employees’ Remuneration: by the regulators or courts or tribunals which impact the going concern status and Company’s operations in future. The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule, 5 of The Companies Material Changes and Commitments: There are no material (Appointment and Remuneration of Managerial Personnel) changes and commitments other than what is already stated in Rules, 2014 in respect of employees of the Company, will the financials statements which will affect the financial position be provided upon request. In terms of Section 136 of the of the Company during the period ended March 31, 2015 till the Companies Act, 2013, the Annual Report are being sent to the date of the report.

Eleventh Annual Report 27 Familiarization Program: In terms of the Listing Agreement, the Company conducts the Familiarization Program for iii) Your Directors have taken proper and sufficient care for Independent Directors about their roles, rights, responsibilities the maintenance of adequate accounting records in in the Company, nature of the industry in which the accordance with the provisions of the Companies Company operates, business model of the Company, etc., Act, 2013 for safeguarding the assets of your Company through various initiatives. The details of the same can be and for preventing and detecting fraud and other found at: http://www.liveindia.in/sites/all/themes/quatro/pdf/ irregularities, if any; FamiliarisationProgrammeforIndependentDirectors.pdf iv) The annual accounts have been prepared on a going Vigil Mechanism (Whistle Blower Policy): The details of the vigil concern basis; mechanism (whistle blower policy) are given in the Report on Corporate Governance forming part of this Annual Report. The v) Your Directors had laid down internal financial controls Company has uploaded the policy on its website at http://www. to be followed by the Company and that such internal liveindia.in financial controls are adequate and were operating effectively; 15. Change in Promoters and Management: vi) Your Directors had devised proper systems to ensure Prosperity Agro India Limited (PAIL) has entered into a Share compliance with the provisions of all applicable laws Purchase Agreement (SPA) with the promoters of the Company and that such system are adequate and operating on Thursday, September 26, 2013, whereas the PAIL has agreed effectively. 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 17. Acknowledgement and Appreciation: Share Capital / Voting Capital of the Company at a price of Rs. 3.78 per equity share of Rs. 10/- each at a total consideration Your Board places on record the support and wise counsel of Rs. 5,00,47,835.04 payable in cash, subject to the terms and received from the Government of India, particularly the Ministry conditions as contained in the SPA. of Corporate Affairs, the Ministry of Commerce and the Ministry of Information and Broadcasting throughout the financial year. Subsequently the PAIL has made an open offer to the equity shareholders of the Company to acquire 65,81,640 equity Your Board acknowledges all the stakeholders and is grateful shares representing 26% of the total paid-up equity share capital for the excellent support received from the bankers, financial in compliance with the SEBI (Substantial Acquisition of Shares institutions, consultants, esteemed corporate clients and and Takeovers) Regulations, 2011. customers.

Pursuant to the said SPA, Open Offer and subsequent approval Your Board thanks the investors and shareholders for placing received from Ministry of Information and Broadcasting, immense faith in them. PAIL has acquired 1,32,63,241 equity shares of Rs. 10/- each, representing 52.39% of the total Paid-up Equity Share Capital / Your Board takes this opportunity to express its sincere Voting Capital of the Company in the month of April, 2015. appreciation for the contribution made by the employees at all levels in your Company. The consistent growth was made 16. Directors’ Responsibility Statement: possible by their hard work, solidarity, cooperation and support.

Pursuant to the requirement under Section 134 (3) of the Companies Act, 2013, with respect to Directors’ Responsibility For and on behalf of Board of Directors Statement, the Directors state that:

i) In preparation of the annual accounts, the applicable Supriya Kanase Satish K Singh Accounting Standards have been followed and there is Chief Executive Officer Group Editor-In-Chief no material departure; & Managing Director & Executive Director (DIN: 03543531) (DIN: 06732438) ii) Your Directors have selected such accounting policies and applied them consistently and made judgments Place: Mumbai and estimates that are reasonable and prudent so as to Date: August 14, 2015 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;

28 Eleventh Annual Report Form No. MR- 3 forms and returns filed and other records maintained by the Company and also the information provided by the directors, Secretrial Audit Report officers, agents and authorized representatives of the Company during the conduct of secretarial audit, we report that in our For the Financial Year ended 31ST March 2015 opinion, the Company has, during the financial year ended [Pursuant to section 204(1) of the Companies Act, 2013 and on 31st March, 2015, complied with the statutory provisions rule No.9 of the Companies listed hereunder and also that the Company has proper Board- (Appointment and Remuneration Personnel) Rules, 2014] processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:. To The Members We have examined the books, papers, minute books, forms and Broadcast Initiatives Limited returns filed and other records maintained by the Company for CIN: L92130MH2004PLC144371 the financial year ended on 31st March, 2015, according to the 101 Sumer Kendra Society, Pandurang Budhkar Marg, provisions of: Near Doordarshan Kendra, Behind M & M Tower, (i) The Companies Act, 2013 (the Act) and the rules made Worli, Mumbai- 400013 thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and We have conducted secretarial audit of the compliances of the rules made thereunder; applicable statutory provisions and the adherence to good (iii) The Depositories Act, 1996 and the Regulations and Bye-laws corporate practices by Broadcast Initiatives Limited), (“the framed there under; Company”). Secretarial Audit was conducted in a manner that (iv) Foreign Exchange Management Act, 1999 and the rules provided us a reasonable basis for evaluating the corporate and regulations made thereunder to the extent of Foreign conducts/statutory compliances and expressing our opinion Direct Investment, Overseas Direct Investment and External thereon. Commercial Borrowings; [not applicable to the Company during the audit period] Management is responsible for the preparation and filing of all (v) The following Regulations and Guidelines prescribed under the forms, returns, documents for the compliances under the the Securities and Exchange Board of India Act, 1992 (‘SEBI Companies Act, 2013, regulations laid down by Securities and Act’):- Exchange Board of India, Laws / Regulations listed hereinafter and to ensure that they are free from material non-compliance, a) The Securities and Exchange Board of India (Substantial whether due to fraud or error. Acquisitionof Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition Secretarial Audit for the Company is conducted as a process of of Insider Trading) Regulations, 1992; verification of records and documents on sample basis to check c) The Securities and Exchange Board of India (Issue of compliance with the Provisions of laws and rules/procedures Capital and Disclosure Requirements) Regulations, under the Companies Act, 2013, regulations laid down by the 2009;[not applicable to the Company during the audit Securities and Exchange Board of India, Policy Guidelines for period] Uplinking / Downlinking of Television Channels from India d) The Securities and Exchange Board of India issued by Ministry of Information and Broadcasting (MIB),Cable (Employee Stock Option Scheme and Employee Television Network (Regulations) Act, 1995 and rules framed Stock Purchase Scheme) Guidelines, 1999;[not thereunder, Indian Telegraph Act of 1885 and rules made applicable to the Company during the audit period] thereunder issued by Department of Telecommunications, e) The Securities and Exchange Board of India (Issue Ministry of Telecommunication and Information Technology and and Listing of Debt Securities) Regulations, 2008;[not the Telecom Regulatory Authority of India Act, 1997 (TRAI) and applicable to the Company during the audit period] Rules, Regulation, orders, etc. listed hereinafter. f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, The procedure for secretarial audit is selected on the secretarial 1993 regarding the Companies Act and dealing with auditor’s judgment of material facts of the documents filed. client; Our responsibility is to express an opinion on the secretarial g) The Securities and Exchange Board of India (Delisting compliances of the aforesaid laws done by the Company on the of Equity Shares) Regulations, 2009; [not applicable to basis of our audit. We have conducted our audit solely on the the Company during the audit period] and basis of the compliances and filing done by the Company under h) The Securities and Exchange Board of India (Buyback the aforesaid laws. of Securities) Regulations, 1998 [not applicable to the Company during the audit period]. Based on our verification of the books, papers, minute books, We further report that having regards to the Compliance

Eleventh Annual Report 29 Systems prevailing in the Company and on examination of Standards of Quality of Service (Duration of Advertisements In relevant documents, records, etc. in pursuance thereof, on test Television Channels) Regulations, 2012: check basis, the Company has complied with the following laws a. Company has not complied with the provisions of applicable specifically to the Company: regulation 3(1) of Chapter II and regulation 5 of Chapter III. (vi) Other laws applicable specifically to the Company namely: a) The Policy Guidelines for Uplinking of Television The Policy Guidelines for Uplinking of Television Channels from Channels from India issued by Ministry of Information India issued by Ministry of Information and Broadcasting: and Broadcasting; a. Company has appointed Mr. S. K. Singh as Executive b) Cable Television Network (Regulations) Act, 1995 and Director before approval of Ministry of Information and rules framed thereunder; Broadcasting. c) Indian Telegraph Act of 1885 and rules made thereunder; We further report that: d) Indian Wireless Technology Act 1933 rules made thereunder; The board of directors of the Company was not duly constituted e) The Press Council Act, 1978 and Norms of journalistic with proper balance of executive directors, non-executive conduct under this Act; directors and independent directors and the Company had not f) The Telecom Regulatory Authority of India Act, 1997 appointed woman director on its board within stipulated time. and Rules, Regulation, orders, etc. notified thereunder; g) TRAI- Standards of Quality of Service (Duration Adequate notices were given to all directors of the board of Advertisements in Television Channels) (Amendment) meetings at least seven days in advance including agenda and Regulations, 2013; detailed notes on agenda. A system exists for seeking and h) TRAI- Standards of Quality of Service (Digital obtaining further information and clarifications on the agenda Addressable Cable TV Systems) Regulations, 2012; items before the meeting and for meaningful participation at the i) TRAI- The Telecommunication (Broadcasting and Cable meeting. Services) Interconnection Regulation 2004; j) TRAI- The Telecommunication (Broadcasting and Cable As per the minutes of the meetings duly recorded and signed by Services) Interconnection (Digital Addressable Cable the Chairman, the decisions of the board were unanimous and Television Systems) Regulations, 2012; hence no dissenting views have been recorded.

We have also examined compliance with the applicable clauses We further report that based on the information provided by the of the following: Company, its officers and authorised representatives during the a) Secretarial Standards issued by The Institute of conduct of the audit and also on the review of representation Company Secretaries of India;[not applicable to the provided by the officers, company secretary, directors of the Company as the same were not notified for the audit Company, in our opinion, adequate systems, processes and period] control mechanism exist in the Company to monitor and ensure b) The Listing Agreements entered into by the Company compliance with the applicable laws, rules, regulations and with Stock Exchange(s). guidelines as mentioned above.

During the period under review the Company has complied For Prajot Tungare & Associates with the provisions of the Act, Rules, Regulations, Guidelines, Company Secretaries Standards, etc. mentioned above subject to the following observations: CS Prajot Tungare The Companies Act, 2013 (hereinafter referred to as ‘the Act’): Partner a. Company has not appointed woman director within 1 FCS: 5484 year from 1st April 2014 as required under section 149 CP No: 4449 of the Act; Place: Mumbai The Listing Agreements entered into by the Company with Stock Date: 14th August 2015 Exchange(s): a. As per clause 49 II (A), Company does not have optimum combination of executive and non-executive directors.

30 Eleventh Annual Report 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 0.80 2. Mr. M S Kapur Independent Director 0.90 3. Mr. Deepak Sharma Independent Director 1.10 4. 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, 2015. ** Mr. Satish K Singh has appointed as an Executive Director of the Company with effect from March 21, 2015. b) Ratio of the remuneration of each Director to the median remuneration of the employees of the Companyforthe financial eary 2014-2015 is as follows:

Sr. No. Name Designation Ratio for financial year 2014-2015 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 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 2.66 5. Ms. Supriya Kanase Chief Executive Officer Nil 6. Mr. Hrishikesh Kanase Chief Financial Officer Nil 7. Ms. Gandhali Bage Company Secretary 76.39 % 8. Mr. Avinash Godse Company Secretary Nil d) Median Remuneration:The median remuneration of employees of the Company during the financial year 2014-2015 was Rs. 1.88 Lacs. e) Percentage increase in the median remuneration of employees in the financial year:

The median salary for the financial year 2014-2015 is Rs. 1.88 Lacs as against Rs. 1.24 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 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 Ratio to Revenue Ratio to Net (In Rs. Lacs) Profit 1. Ms. Supriya Kanase Chief Executive Officer 90.00 7.39% Nil 2. Mr. Hrishikesh Kanase Chief Financial Officer Nil N.A. N.A. 3. Mr. Satish K Singh Executive Director 5.00 0.41 Nil 4. Ms. Gandhali Bage Company Secretary 6.74 0.55 Nil 5. Mr. Avinash Godse Company Secretary 1.24 0.00 Nil

* Mr. Satish K Singh has appointed as an Executive Director of the Company with effect from March 21, 2015. ** Ms. Gandhali Bage has resigned as a Company Secretary of the Company as at the close of business on December 17, 2014. *** Mr. Avinash Godse has appointed as a Company Secretary of the Company with effect from January 01, 2015. 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 Earning per P/E Ratio Closing Market Last Public % increase in % of increase Capitalization Share Price on BSE Offer Price market price in year of year (In Lacs) (In Rs.) (In Rs.) (IPO in 2007) over last public market price (In Rs.) offer 31.03.2014 835.36 (7.90) Nil 3.30 120.00 Nil Nil 31.03.2015 848.02 (21.14) Nil 3.35 120.00 Nil Nil 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 21.67 % for non-managerial personnel.

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:

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 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 L92130MH2004PLC144371 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- 400013 Tel.: 022-61709777 Whether listed Company Yes Name, address and contact details of Registrar and Link Intime India Private Limited Transfer Agent, if any Unit: Broadcast Initiatives Limited C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai - 400078. Contact Person: Mr. Ganapati Haligouda Tel. : +91 (22) 2594 6970/ 2594 6960 Fax : +91 (22) 2594 6969 E-mail : [email protected] Website : www.linkintime.co.in

Eleventh Annual Report 33 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 % to total turnover of the (As per 2004) Company Broadcasting Service 92132 93.81%

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 No. of Shares held at the beginning of the No. of Shares held at the end of the year Shareholders year (As on March 31, 2014) (As on March 31, 2015) % Change % of % of during Demat Physical Total Total Demat Physical Total Total the year Shares Shares A. Promoters (1) Indian a) Individual/HUF 1595728 0 1595728 6.30 1469158 0 1469158 5.80 -0.50 b) Central Govt. 0 0 0 0 0 0 0 0 0 c) State Govt. 0 0 0 0 0 0 0 0 0 d) Bodies Corporates 11644440 0 11644440 46.00 11794083 0 11794083 46.59 0.59 e) Bank/FI 0 0 0 0 0 0 0 0 0 f) Any other 0 0 0 0 0 0 0 0 0

Sub Total:(A) (1) 13240168 0 13240168 52.30 13263241 0 13263241 52.39 0.09 (2) Foreign a) NRI- Individuals 0 0 0 0 0 0 0 0 0 b) Other Individuals 0 0 0 0 0 0 0 0 0 c) Bodies Corp. 0 0 0 0 0 0 0 0 0 d) Banks/FI 0 0 0 0 0 0 0 0 0 e) Any other… 0 0 0 0 0 0 0 0 0 Sub Total (A) (2) 0 0 0 0 0 0 0 0 0

Total Shareholding of Promoters 13240168 0 13240168 52.30 13263241 0 13263241 52.39 0.09 (A)= (A)(1)+(A)(2)

34 Eleventh Annual Report B. Public Shareholding (1) Institutions a) Mutual Funds 0 0 0 0 0 0 0 0 0 b) Banks/FI 305030 0 305030 1.20 305030 0 305030 1.20 0 C) Central Govt. 0 0 0 0 0 0 0 0 0 d) State Govt. 0 0 0 0 0 0 0 0 0 e) Venture Capital Fund 0 0 0 0 0 0 0 0 0 f) Insurance Companies 0 0 0 0 0 0 0 0 0 g) FIIS h) Foreign Venture 0 0 0 0 0 0 0 0 0 Capital Funds i) Others (specify) 0 0 0 0 0 0 0 0 0 Sub Total (B)(1): 305030 0 305030 1.20 305030 0 305030 1.20 0 (2) Non Institutions a) Bodies Corporates i) Indian 493071 0 493071 1.95 444444 0 444444 1.76 -0.19 ii) Overseas 0 0 0 0 0 0 0 0 0 b) Individuals

i) Individual shareholders holding nominal share 3774724 58 3774782 14.91 3697111 58 3697169 14.61 -0.03 capital upto Rs.1 lakhs

ii) Individuals shareholders holding nominal share 7075608 0 7075608 27.95 7175804 0 7175804 28.34 0.39 capital in excess of Rs. 1 lakhs c) Others (specify) Clearing Member 78802 0 78802 0.31 89421 0 89421 0.35 0.04 Office Bearers 50 0 50 0.00 50 0 50 0.00 0 Foreign Nationals 345189 0 345189 1.36 337543 0 337543 1.33 -0.03 Trusts 1002 0 1002 0.00 1000 0 1000 0.00 0 Other Directors 298 0 298 0.00 298 0 298 0.00 0 Sub Total (B)(2): 11768744 58 11768802 46.49 11745671 58 11745729 46.40 0.09

Total Public Shareholding 12073774 58 12073832 47.70 12050701 58 12050759 47.61 0.09 (B)= (B)(1)+(B)(2)

C. Shares held by Custodian for GDRs & 0 0 0 0 0 0 0 0 0 ADRs Grand Total (A+B+C) 25313942 58 25314000 100.00 25313942 58 25314000 100.00 0

Eleventh Annual Report 35 . B Shareholding of Promoters

Shareholders Shareholding at the beginning of the year (As Shareholding at the end of the year % change in Name on March 31, 2014) (As on March 31, 2015) Share No. of % of total % of Shares No. of % of total % of Shares holding Shares shares Pledged / Shares shares Pledged / during the of the encumbered of the encumbered year Company to total shares Company to total shares HDIL Infra 11644440 46.00 0 11644440 46.00 0 0 Projects Private Limited

Rakesh Kumar 632850 2.50 0 632850 2.50 0 0 Wadhwan Sarang 379710 1.50 0 379710 1.50 0 0 Rakeshkumar Wadhwan Ashok Kumar 198222 0.78 0 198222 0.78 0 0 Gupta Waryam Singh 126570 0.50 0 0 0 0 -0.50 Karan Kumar 22000 0.09 0 22000 0.09 0 0 Gupta Ashok Kumar 4000 0.02 0 4000 0.02 0 0 Gupta Sarang Rakesh 232376 0.92 0 232376 0.92 0 0 Wadhwan Prosperity Agro 23073 0.09 0 149643 0.59 0 0.50 India Limited

C. Change in Promoters’ Shareholding (Please specify, if there is no change)

Shareholders Name Shareholding at the beginning of No of Shares Shareholding at the end of the the year (As on March 31, 2014) year (As on March 31, 2015) No. of % of total Increase Decrease No. of % of total Shares shares of the Shares shares of the Company Company HDIL Infra Projects Private 11644440 46.00 0 0 11644440 46.00 Limited Rakesh Kumar Wadhwan 632850 2.50 0 0 632850 2.50 Sarang Rakeshkumar 379710 1.50 0 0 379710 1.50 Wadhwan Ashok Kumar Gupta 198222 0.78 0 0 198222 0.78 Waryam Singh 126570 0.50 0 126570* 0 0 Karan Kumar Gupta 22000 0.09 0 0 22000 0.09 Ashok Kumar Gupta 4000 0.02 0 0 4000 0.02 Sarang Rakesh Wadhwan 232376 0.92 0 0 232376 0.92 Prosperity Agro India 23073 0.09 126570* 0 149643 0.59 Limited * Shares transferred on March 17, 2015 thru DIS pursuant to Share Purchase Agreement and subsequent Open Offer.

36 Eleventh Annual Report . D Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)

Sr. For Each of the Top 10 Shareholding at the No. of Shares Shareholding at the No. Shareholders beginning of the year (As end of the year on March 31, 2014) (As on March 31, 2015) No. of % of total Increase Decrease No. of % of total Shares shares of the Shares shares of the Company Company 1. Markand Navnitlal Adhikari 3319964 13.12 0 0 3319964 13.1151 2. Gautam Navnitlal Adhikari 3319964 13.12 0 0 3319964 13.1151 3. Roshani Neetish Doshi 305263 1.21 0 0 305263 1.2059 Neetish Ramniklal Doshi 4. Corporation Bank 276991 1.09 0 0 276991 1.0942 5. Awas Developers and 101482 0.40 0 0 101482 0.4009 Construction Private Limited 6. Ramesh Chand 66000 0.26 0 0 66000 0.2607 7. Kantilal M. Vardhan (HUF) 63119 0.25 0 0 63119 0.2493 8. Sapphire Land Development 42929 0.17 0 0 42929 0.1696 Private Limited 9. Success Vyapar Private Limited 39259 0.16 0 0 39259 0.16 10. Hitesh Dharamdas Shah 28625 0.11 0 28625 0 0.00 Nikunj Hitesh Shah 11. Fairwealth Securities Limited 3002 0.01 38812 0 41814 0.17 12. KPN Fin Consultancy Private 0 0 39259 0 39259 0.16 Limited

E. Shareholding of Directors and Key Managerial Personnel

Shareholding of Each of the Directors and KMP Shareholding at the Cumulative Shareholding beginning of the year during the year (As on March 31, 2014) (As on March 31, 2015) No. of Shares % of total No. of Shares % of total shares of the shares of the Company Company Mr. Waryam Singh (Non-Executive Director) (till March 126570 0.50 0 0.00 12, 2015) Mr. M S Kapur (Independent Director) 0 0.00 0 0.00 Mr. Deepak Sharma (Independent Director) 298 0.00 298 0.00 Supriya Vasant Kanase (Chief Executive Officer) 0 0.00 0 0.00 Hrishikesh Vasant Kanase (Chief Financial Officer) 0 0.00 0 0.00 Satish Kumar Singh (Executive Director) (effective 0 0.00 0 0.00 March 21, 2015) Gandhali Nitin Bage (Company Secretary) (till December 0 0.00 0 0.00 17, 2014) Avinash Bhaurao Godse (Company Secretary) (effective 0 0.00 199 0.00 January 01, 2015)

Eleventh Annual Report 37 V. Indebtedness

Indebtedness of the Company including interest outstanding/ accrued but not due for payment (Rs. in Lacs) Particulars Secured Loans Unsecured Deposits Total excluding Deposits Loans Indebtedness Indebtedness at the beginning of the financial year i) Principal Amount 0 11805.17 0 11805.17 ii) Interest due but not paid 0 0 0 0 iii) Interest accrued but not due 0 0 0 0 Total (i+ii+iii) 0 11805.17 0 11805.17 Change in Indebtedness during the financial year Addition 0 3932.74 0 3932.74 Reduction 0 369.87 0 369.87 Net Change 0 3562.87 0 3562.87 Indebtedness at the end of the financial year i) Principal Amount 0 15368.05 0 15368.05 ii) Interest due but not paid 0 0 0 0 iii) Interest accrued but not due 0 0 0 0 Total (i+ii+iii) 0 15368.05 0 15368.05

VI. Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Rs. in Lacs) Sr. Particulars of Remuneration Executive Director No. Mr. Satish K Singh (effective March 21, 2015) Gross Salary 5.00 1 (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, 1961 0.54 (c) Profits in lieu of salary under Section 17(3) Income Tax Act, 1961 0 2 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 84.00

38 Eleventh Annual Report 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 0.90 1.10 2.00 Commission 0 0 0 Others, please specify 0 0 0 Total (B)(1) 0.90 1.10 2.00 2 Other Non-Executive Director Mr. Waryam Singh - (till March 12, 2015) Fee for attending Board/ Committee Meetings 0.80 - 0.80 Commission 0 - 0 Others, please specify 0 - 0 Total (B)(2) 0.80 - 0.80 Total (B)= (B)(1)+(B)(2) 2.80

C. Remuneration to Key Managerial Personnel other than MD/ Manager/ WTD: (Rs. in Lacs) Sr. Particulars of Remuneration Key Managerial Personnel Total No. CEO CFO CS CS Amount Ms. Supriya Mr. Hrishikesh Ms. Gandhali Mr. Avinash Godse Kanase Kanase Bage(till (effective January December 17, 01, 2015) 2014) Gross Salary 90.00 0 5.95 1.24 97.19 (a) Salary as per provisions 65.35 0 4.68 0.92 70.95 1 contained in Section 17(1) of the Income Tax Act, 1961 (b) Value of perquisites under 24.65 0 1.27 0.32 26.24 Section 17(2) Income Tax Act, 1961 (c) Profits in lieu of salary under 0 0 0 0 0 Section 17(3) Income Tax Act, 1961 2 Stock Options 0 0 0 0 0 3 Sweat Equity 0 0 0 0 0 4 Commission 0 - as % of profit 0 0 0 0 0 - Others, specify 0 0 0 0 0 5 Others, please specify: Statutory 0 0 0.76 0 0.76 payments, Variable pay and Leave encashment Total 90.00 0 6.71 1.24 97.95

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 Report on Corporate Governance: Governance Code is a sincere effort of the Company to follow the Corporate Governance Principles in its letter and spirit. Corporate Governance is the system of well-established rules, practices and processes by which a Company is managed and The Company is in compliance with the requirements of business is conducted. Corporate Governance fundamentally Corporate Governance as laid down under Clause 49 of the involves balancing the interests of numerous stakeholders in a Listing Agreement entered with the Recognised Stock Exchanges. Company which includes the shareholders, management, clients and the community at large. Corporate Governance practices 1. Board of Directors and Key Managerial Personnel: are subject to alignment with the interests of stakeholders which results in carrying the business as per the stakeholder’s desires. (a) The Board

Corporate Governance is the application of best management The Board critically evaluates strategic direction of the Company, practices, compliance with law in both letter and spirit and management policies and their effectiveness. The day-to-day adherence to ethical standards for effective management and management of the Company is entrusted to its key managerial distribution of wealth and discharge of social responsibility for personnel led by Ms. Supriya Kanase, the Chief Executive sustainable development of the stakeholders. Officer and Managing Director and Mr. Satish K Singh, Group Editor-In-Chief and Executive Director, who operates under the Corporate Governance guidelines and best practices are superintendence, direction and control of the Board. progressive in nature and tend to improve and evolve with efflux of time. It also relates to how the organization is managed, The Board members possess requisite skills, experience and including its corporate and other structures, its culture, policies expertise required to take decisions, which are in the best and the manner in which it deals with various stakeholders. interest of the Company. While appointing the Directors, the Timely, accurate, adequate and appropriate disclosure of Board considers the members educational qualifications, skills, information regarding the financial situation, performance, diversity and freedom in thought and action, experience and ownership and governance of the Company is an important commitment, in the context of the requirements of the Board part of Corporate Governance. Effective Corporate Governance at that point in time. maintains investor’s confidence, as a result of which, Company can raise capital efficiently and effectively. (b) Size and Composition of the Board

Good Corporate Governance practices are valued and The Board of Directors of the Company has a combination of appreciated by all stakeholders and enhances the reputation of Executive and Independent Directors with varied professional the Company. background. Independent Directors help to maintain the independence of the Board and separate the Board functions of Your Company’s philosophy on Corporate Governance principles governance from business management. has always been value driven and aimed at setting the right example by our conduct in business and therefore it is more than As at March 31, 2015, the Company’s Board consisted of a Chief a mere set of binding obligations and more of a framework to be Executive Officer and Executive Director. Of the 3 Directors, 2 are followed in spirit by everyone associated with the organization. Non-Executive Independent Directors.

Company’s philosophy on Corporate Governance: The Board is headed by a full time Executive Director. Ms. Supriya Kanase, Chief Executive Officer of the Company has also The Company believes in maintaining the highest standards of designated as a Managing Director with effective from May 28, corporate governance. This document provides a set of guidelines 2015. Mr. Kumar Ketkar and Dr. Bharat Kumar Raut has appointed to help individuals fulfill their responsibilities and commitments as an Independent Directors of the Company with effect from towards all the stakeholders i.e. investors, customers, vendors, May 28, 2015. The Board is also complied with the provisions of Government, employees, associates and society. It is a the Companies Act, 2013 with respect to the resident Director. documented code of self-discipline to ensure transparency, accountability and integrity. The Company believes that highest Table 1 gives the composition of the Board and the number of standards of corporate governance are essential to enhance the outside Directorships held by each of the Directors as on March long-term value of the Company for the stakeholders. 31, 2015:

Corporate Governance is practiced at all levels in the Company Table 1: Board of Directors 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 Eleventh Annual Report Name of the Director and Directors’ Category Directorships Number of Committee Identification Number (DIN) positions Held** Public* Private Chairman Member Mr. Manmohan Singh Kapur Independent Director 8 2 2 7 (DIN: 00703815) Mr. Deepak Ramchand Sharma Independent Director 1 6 NIL 2 (DIN: 02268257) Mr. Satish K Singh Executive Director 1 2 NIL 2 (DIN: 06732438) * 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 Category Membership in Chairman in Number (DIN) Committees* Committees*

Mr. Manmohan Singh Kapur (DIN: 00703815) Independent Director 2 2 Mr. Deepak Ramchand Sharma (DIN: 02268257) Independent Director 1 NIL Mr. Satish K Singh (DIN: 06732438) Executive Director 1 NIL

* Includes Committees (other than Audit Committee and Stakeholders Relationship Committee) of all public Companies in India, including Broadcast Initiatives Limited.

The Company Secretary in consultation with the concerned the business of the Company in general and related matters members of the senior management of the Company and are tabled for discussion at the meeting. Agenda is circulated Chairman of the respective Board Committees prepares the in writing/ by way of electronic means to the members of the agenda and supporting papers for discussion at each Board Board and Committees well in advance of the meeting. The meeting and Committee meetings, respectively. Members of the items/matters required to be placed before the Board, inter alia Board or Committees are free to suggest any item to be included includes: in the agenda, in addition to their right to bring up matters for • Annual operating plans of businesses and budgets discussion at the meeting with the permission of the Chairman including capital budgets and any updates. and with the consent of a majority of the Directors present in • Quarterly results of the Company and its operating the Meeting, including at least one Independent Director. divisions or business segment. • Company’s Financial Results, Annual Financial Information and data that is important to the Board to understand Statements, Auditors’ Report and Board’s Report.

Eleventh Annual Report 41 • Minutes of meetings of the Audit Committee and other is incorporated in the agenda for facilitating meaningful and Committees of the Board. focused discussions at the meeting. Where it is not practicable • Show cause, demand notices and penalty notices, to attach any document to the agenda, it is tabled before the which are materially important. meeting with specific reference to this effect in the agenda. • Transactions that involve substantial payment. In special and exceptional circumstances, additional or • Sale of material nature of investments, assets, which is supplementary items on the agenda are permitted. not in normal course of business. • Non-compliance of any regulatory, statutory or listing The Board and the Audit Committee meets in executive session, requirements, and shareholders’ service, such as share at least, four times during a financial year, mostly at quarterly transfer delay (if any), among others. intervals inter alia to review quarterly financial statements and • Appointment, remuneration and resignation of other items on the agenda. Additional meetings are held, if Directors. deemed necessary, to conduct the business. The Chief Executive • Formation/ reconstitution of Board Committees. Officer and Chief Financial Officer of the Company generally • Terms of reference of Board Committees. attend the Board and Committee meetings. Other executives • Declaration of Independent Directors at the time of and divisional heads are invited at the meetings on need basis. appointment/annually. • Disclosure of Directors’ interest and their shareholding. The meetings are generally held at the registered office of the • Appointment or removal of the Key Managerial Company situated at 101, Sumer Kendra Society, Pandurang Personnel. Budhkar Marg, Near Doordarshan Kendra, Behind Mahindra & • Appointment of Internal Auditors and Secretarial Mahindra Tower, Worli, Mumbai- 400013. Auditors. • Quarterly / Annual Secretarial Audit reports submitted During the financial year 2014-2015, the Board of Directors met by Secretarial Auditors. five times on May 30, 2014; August 12, 2014; November 13, 2014; • Quarterly summary of all long-term borrowings made, February 14, 2015; and March 21, 2015. The necessary quorum bank guarantees issued and loans and investments was present for all the meetings. Further, certain decisions were made. taken by passing the resolutions by way of circulation and were • Significant changes in accounting policies and internal subsequently ratified by the Board at its next meeting. controls. • Recommending appointment of and fixing In terms of Clause 49(I)(c) of the Listing Agreement, the gap of remuneration of the Statutory Auditors as between two Board meetings has not exceeded four months. recommended by the Audit Committee. The maximum gap between two Board meetings held during the • Internal Audit findings and External Audit Reports financial year 2014-2015 was three months i.e. from November (through the Audit Committee). 13, 2014 to February 14, 2015. The information as mentioned • Diversification of the business of the Company. in Annexure 1A to Clause 49 of the Listing Agreement has been • Brief on statutory developments, changes in placed before the Board for consideration. Government policies, among others with impact thereof, including Directors ‘responsibilities arising out The Company Secretary records minutes of proceedings of each of any such developments. Board and Committee meeting. Draft minutes are circulated to • Certificate of compliance with all laws as applicable to Board/ Committee members for their comments. the Company. • Reconciliation of Share Capital Audit Report under SEBI The Company Secretary performs post meeting follow-up, (Depositories and Participants) Regulations, 1996. review and reporting process for decisions taken by the Board • Information on recruitment and remuneration of and Board Committees. Important decisions taken at Board and senior officers just below the Board level, including Board Committee meetings are communicated promptly to the appointment or removal of Chief Financial Officer and concerned departments/divisions. Action Taken Report (ATR) on the Company Secretary. decisions and minutes of the previous meetings are placed at • Any issue, which involves possible public or product the succeeding meeting of the Board and Board Committee. liability claims of substantial nature, including any judgment or order which, may have passed strictures Table 2 below gives the attendance record of the Directors at on the conduct of the Company or taken an adverse the Board meetings and last Annual General Meeting held on view regarding another enterprise that can have September 30, 2014. negative implications on the Company. The agenda and notes on agenda are circulated to Directors in Table 2: Attendance of Directors at the Board Meetings and advance in the defined agenda format. All material information Annual General Meeting

42 Eleventh Annual Report Name of the Director Board Meetings Annual General Meeting May 30, August 12, November 13, February 14, March 21, September 30, 2014 2014 2014 2015 2015 2014 Mr. Waryam Singh PP P P NA P Mr. Manmohan Singh Kapur PA P P P A Mr. Deepak Ramchand Sharma PP 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 (a) Audit Committee viz. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Risk Management The Audit Committee of the Company is constituted in line with Committee as on March 31, 2015. At the Board meeting held the provisions of Clause 49 of the Listing Agreement entered on May 28, 2015 the Audit Committee of the Board has been into with the Recognised Stock Exchanges read with Section 177 vested with powers and functions relating to Risk Management of the Companies Act, 2013. The Company has a qualified and of the Company. The Board Committees are represented by Independent Audit Committee comprising three Non-Executive a combination of Executive and Independent Directors. The Directors, having ample financial and accounting knowledge. Chairman of all Committees is an Independent Director. The Audit Committee ensures prudent financial and accounting As per the charter of respective Committees, Committees practices, fiscal discipline and transparency in financial reporting. deliberate on the matters assigned/ referred to it by the Board In terms of one of its important charter, the quarterly financial or as mandated by the statutes. Information and data that is results are reviewed by the Audit Committee and recommended important to the Committees to discuss the matter is distributed to the Board for its adoption. in writing/ by way of electronic means to the members of the Committees well in advance of the meeting. Recommendations All the members of the Committee are financially literate whereas of the Committees are submitted to the Board to take decision the Chairman of the Committee is a financial management on the matter requiring Board’s decision. In any case, the expert. Table 3 gives the composition of the Audit Committee of minutes of all Committee meetings are circulated to the Board the Board of Directors as on March 31, 2015: members for information / noting. Table 3: Composition of the Audit Committee

Name of the Director Category Mr. Manmohan Singh Kapur Chairman of the Committee and Independent Director Mr. Deepak Ramchand Sharma Independent Director Mr. Waryam Singh (till March 12, 2015) Non-Executive Director Mr. Satish K Singh (effective March 21, 2015) Executive Director

In addition to the Audit Committee members, Chief Executive the Company is the Secretary of the Committee. Officer, Chief Financial Officer, Statutory Auditors and Internal Auditors are generally attend the Audit Committee meetings. The previous Annual General Meeting of the Company was held Other executives are invited to the Audit Committee Meetings, on September 30, 2014 and was attended by the mejority of the on need basis. members of the Audit Committee.

The Committee considers for approval of all the material Terms of Reference Related Party Transactions of the Company. The Committee meets statutory auditors without the presence of executive The Committee has the following powers and responsibilities management at least once in a year. The Company Secretary of including but not limited to:

Eleventh Annual Report 43 • To oversee the Company’s financial reporting process and Auditors; the disclosure of its financial information to ensure that the • To review management discussion and analysis of financial financial statements are correct, sufficient and credible; condition and results of operations; • To review, with the management, annual financial • To review statement of significant related party transactions statements before submission to the Board for approval, (as defined by the audit Committee), submitted by with particular reference to: management; • Matters required to be included in the Directors’ • Approval or any subsequent modification of transactions Responsibility Statement to be included in the of the company with the related party. Board’s Report in terms of Clause (5) of Section 134 • To review substantial defaults in the payment to the of the Companies Act, 2013; depositors, debenture holders, shareholders (in case of • Changes, if any, in accounting policies and practices nonpayment of declared dividends) and creditors; and reasons for the same; • To develop a policy on the engagement of statutory • Major accounting entries involving estimates based auditors for non-audit services; on the exercise of judgment by management; • To ensure the compliance with the statutory auditors’ • Significant adjustments made in the financial recommendations; statements arising out of audit findings; • To meet internal and statutory auditors without presence • Compliance with the listing and other legal of the Company’s executive management annually; requirements relating to financial statements; • To confirm the engagement of an Independent valuer for • Disclosure of any related party transactions; the valuation of shares, whenever called for and verify • Qualifications in the draft audit report. whether the valuer for valuation has an advisory mandate and had past association with the Company management; • To review, with the management, the quarterly financial • To review certificates regarding compliance of legal and statements before submission to the Board for approval; regulatory requirements; • To recommend to the Board, the appointment, re- • To review the functioning of the Whistle Blower appointment and if required, the replacement or removal mechanism; of the statutory auditor and fixation of audit fees; • To review, with the management, the statement of uses • To grant approval of payment to statutory auditors for any / application of funds raised through an initial public other services rendered by the statutory auditors; offering of the Company, the statement of funds utilized • To hold discussion with the statutory auditors before the for purposes other than those stated in prospectus and audit commences, about the nature and scope of audit making appropriate recommendations to the Board to as well as post-audit discussion to ascertain any area of take up steps in this matter; concern; • Approval of appointment of CFO (i.e., the whole-time • To review management letters / letters of internal control Finance Director or any other person heading the finance weaknesses issued by the statutory auditors; function or discharging that function) after assessing the • To recommend appointment, removal and terms of qualifications, experience and background, etc. of the remuneration of the Chief Internal Auditor; candidate; • To hold discussion with Internal Auditors on any significant • Scrutiny of inter-corporate loans and investments and findings and follow up there on; • To carry out any other function as is mentioned in the • To review internal audit reports relating to internal control terms of reference of the Audit Committee and entrusted weaknesses; by the Board. • To review, with the management, performance of statutory and internal auditors and adequacy of internal control The Audit Committee and authorized is further empowered to systems; do the following: • To review adequacy of internal audit function, if any, including the structure of the internal audit department, • To investigate any activity within terms of reference; staffing and seniority of the official heading the • To seek information from any employee; department, reporting structure coverage and frequency • To obtain outside legal professional advice; and of internal audit; • To secure attendance of outsiders with relevant expertise, • To review the findings of any internal investigations by the if it considers necessary. internal auditors in the matters where there is suspected fraud or irregularity or a failure of internal control systems Meetings and Attendance of a material nature and reporting the matter to the Board; • To review financial and risk management policies; Four meetings of the Audit Committee were held during the • To review report on compliance of laws and risk financial year 2014-2015. Table 4 gives the details ofthe management, reports issued by Statutory / Internal attendance of the members of the Audit Committee atits

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

Eleventh Annual Report 45 Table 6: Composition of the Remuneration and Nomination Company and its goals. Committee Role of the Nomination and Remuneration Committee: The role Name of the Director Category of the Committee will be the following: Mr. Manmohan Singh Chairman of the Committee and • To formulate criteria for determining qualifications, Kapur Independent Director positive attributes and independence of a Director. • Mr. Deepak Ramchand Independent Director To formulate criteria for evaluation of Independent Sharma Directors and the Board. • To identify persons who are qualified to become Directors Mr. Waryam Singh Non-Executive Director and who may be appointed in Senior Management in (till March 12, 2015) accordance with the criteria of the policy. Mr. Satish K Singh Executive Director • To carry out evaluation of Director’s performance. (effective March 21, 2015) • To recommend to the Board the appointment and removal of Directors and Senior Management. Terms of Reference • To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel The Nomination and Remuneration Committee is responsible and Senior Management. to identify potential candidates who are qualified to serve as • To devise a policy on Board diversity, composition, size. Directors and also who may be appointed as senior management • Succession planning for replacing Key Executives and personnel in accordance with the laid down and approved overseeing. criteria. • To carry out any other function as is mandated by the Board from time to time and / or enforced by any The Nomination and Remuneration Committee is also statutory notification, amendment or modification, as responsible to recommend the composition of the Board may be applicable. members from time to time. The Committee is also required to • To perform such other functions as may be necessary or carry out evaluation of each and every Director’s performance. appropriate for the performance of its duties. The Nomination and Remuneration Committee is responsible to Appointment and Removal of Director, Key Managerial Personnel review and discuss all matters pertaining to candidates and will and Senior Management: evaluate the candidates in accordance with a process that it sees fit and thereafter pass on the recommendations to the Board. • The Committee shall identify and ascertain the integrity, The Committee co-ordinates and oversees the annual evaluation qualification, expertise and experience of the person for of the Board and of Individual Directors. It also reviews the appointment as Director, KMP or at Senior Management performance of all the executive Directors on a yearly basis or level and recommend his / her appointment, as per on such intervals as may be necessary. It is also responsible to Company’s Policy. formulate the criteria for evaluation of Independent Directors • A person should possess adequate qualification, expertise and the Board and also to devise a policy on Board diversity. The and experience for the position he / she is considered Committee regularly appraises the parameters on which the for appointment. The Committee has authority to individual is evaluated and makes necessary amendments. decide whether qualification, expertise and experience possessed by a person are sufficient / satisfactory for the One Committee meeting was held during the year on March 21, position. 2015 where all the members of the committee were present • The Company shall not appoint or continue the except Mr. Waryam Singh. employment of any person as Whole-Time Director who has attained the age of 70 years. Provided that the term of Extract of Nomination and Remuneration Policy the person holding this position may be extended beyond the age of 70 years with the approval of shareholders by Objective: The objective of the policy is to ensure that: passing a special resolution. • The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the quality Term / Tenure required to run the Company successfully; • Relationship of remuneration to performance is clear and Managing Director/ Whole-time Director: The Company shall meets appropriate performance benchmarks; and appoint or re-appoint any person as its Executive Chairman, • Remuneration to Directors, Key Managerial Personnel Managing Director or Executive Director for a term not exceeding and Senior Management involves a balance between 5 years at a time. No re-appointment shall be made earlier than fixed and incentive pay reflecting short and long-term 1 year before the expiry of term. performance objectives appropriate to the working of the

46 Eleventh Annual Report Independent Director: An Independent Director shall hold under Companies Act, 2013 and rules made there under office for a term up to 5 consecutive years on the Board of the or any other enactment for the time being in force. The Company and will be eligible for re-appointment on passing amount of such remuneration shall be such as may be of a special resolution by the Company and disclosure of such recommended by the Nomination and Remuneration appointment in the Board’s Report. Committee and approved by the Board of Directors or shareholders, as the case may be. No Independent Director shall hold office for more than 2 • An Independent Director shall not be eligible to get Stock consecutive terms of upto maximum of 5 years each, but such Options and also shall not be eligible to participate in any Independent Director shall be eligible for appointment after share based payment schemes of the Company. expiry of 3 years of ceasing to become an Independent Director. • Any remuneration paid to Non- Executive / Independent Provided that an Independent Director shall not, during the said Directors for services rendered which are of professional period of 3 years, be appointed in or be associated with the in nature shall not be considered as part of the Company in any other capacity, either directly or indirectly. remuneration for the purposes of clause (b) above if the Services are rendered by such Director in his capacity as At the time of appointment of Independent Director it should the professional; and in the opinion of the Committee, be ensured that number of Boards on which such Independent the Director possesses the requisite qualification for the Director serves is restricted to 7 listed companies as an practice of that profession. Independent Director and 3 listed companies as an Independent Director in case such person is serving as a Whole-Time Director Remuneration to Key Managerial Personnel and Senior of a listed Company or such other number as may be prescribed Management: under the Companies Act, 2013. • The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and incentive pay, Evaluation: The Committee shall carry out evaluation of in compliance with the provisions of the Companies Act, performance of Director, KMP and Senior Management 2013 and in accordance with the Company’s Policy. Personnel as may be considered necessary. • The Compensation Committee of the Company, constituted for the purpose of administering the Removal: The Committee may recommend with reasons recorded Employee Stock Option/ Purchase Schemes, shall in writing, removal of a Director, KMP or Senior Management determine the stock options and other share based Personnel subject to the provisions and compliance of the payments to be made to Key Managerial Personnel and Companies Act, 2013, rules and regulations and the policy of Senior Management. the Company. • The Fixed pay shall include monthly remuneration, employer’s contribution to Provident Fund, contribution Remuneration to Managing Director / Whole-time Directors: to pension fund, pension schemes, etc. as decided from • The Remuneration/ Commission etc. to be paid to to time. Managing Director / Whole-time Directors, etc. shall be • The Incentive pay shall be decided based on the balance governed as per provisions of the Companies Act, 2013 between performance of the Company and performance and rules made there under or any other enactment for of the Key Managerial Personnel and Senior Management, the time being in force and the approvals obtained from to be decided annually or at such intervals as may be the Members of the Company. considered appropriate. • The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as Remuneration to the Directors it may consider appropriate with regard to remuneration The Company pays remuneration by way of salary, benefits, to Managing Director / Whole-time Directors. perquisites and allowances to its Executive Directors. Annual increments are decided by the Nomination and Remuneration Remuneration to Non- Executive / Independent Directors: Committee of the Board of Directors within the range ofthe • The Non-Executive / Independent Directors may receive remuneration approved by the Members. Table 7 and Table 8 sitting fees and such other remuneration as permissible gives details of remuneration paid to Executive and Independent under the provisions of Companies Act, 2013. The amount Directors of the Company, respectively. of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and Table 7: Remuneration to Executive Directors (Rs. in Lacs) approved by the Board of Directors. Name of the Category Salary & Perquisites Total • All the remuneration of the Non- Executive / Independent Director Allowance Directors (excluding remuneration for attending meetings Satish K Singh Executive 4.46 0.54 5.00 as prescribed under Section 197 (5) of the Companies (effective from Director Act, 2013) shall be subject to ceiling/ limits as provided March 21, 2015)

Eleventh Annual Report 47 Service contracts, notice period, severance fees: The Company Secretary of the Company is the Secretary of the The Company does not have any policy for service contracts, Committee. notice period and severance fees or any other payment to the Executive Directors. The Committee meets as and when need arises. No meeting of the Committee was held during the financial year 2014-2015. Table 8: Remuneration to Independent and Non-Executive Directors The Company has adopted a risk management policy which is (Rs. in Lacs) elaborated in the Management Discussion and Analysis Report Name of the Category Sitting Fees which is part of the Annual Report and forms part of the Director As on March As on March Directors’ Report. 31, 2015 31, 2014 Mr. Waryam Singh Non-Executive 0.80 0.50 At the Board meeting held on May 28, 2015 the Audit Committee (till March 12, Directors of the Board has been vested with powers and functions relating 2015) to Risk Management of the Company. Mr. Manmohan Independent 0.90 0.80 (e) Independent Directors Meeting Singh Kapur Directors Mr. Deepak Independent 1.10 0.80 During the financial year 2014-2015, the Independent Directors Sharma Directors met on February 14, 2015, inter alia to discuss and carry out certain functions as follows: Travel or stay arrangements have been provided to Directors residing outside Mumbai city for attending Board and Committee • Evaluation of the performance of Non Independent Meetings. Directors and the Board of Directors as a whole.

(d) Risk Management Committee • Evaluation of the performance of the Chairman ofthe Company, taking into account the views of the Executive The Risk Management Committee of the Board has been vested and Non-Executive Directors. with powers and functions relating to Risk Management which inter alia includes: • Assess the quality, quantity and timeliness of flow of information between the Company management and the (a) review of risk management policies and business processes Board that is necessary for the Board to effectively and to ensure that the business processes adopted and reasonably perform their duties. transactions entered into by the Company are designed to identify and mitigate potential risk; The Chairman of the Committee is an Independent Director.

(b) laying down procedures relating to Risk assessment and Table 10 gives the details of Independent Directors of the minimization; and Company as on March 31, 2015.

(c) formulation, implementation and monitoring of the risk Table 10: Details of Independent Directors management plan. Name of the Director Category Table 9 gives the composition of the Risk Management Committee of the Board of Directors ason Mr. Manmohan Singh Kapur Independent Director March 31, 2015.

Table 9: Composition of the Risk Management Committee Mr. Deepak Ramchand Sharma Independent Director Name of the Director Category Mr. Manmohan Singh Chairman of the Committee and Kapur Independent Director Mr. Deepak Ramchand Independent Director One meeting of Independent Directors of the Company was held Sharma during the financial year on February 14, 2015 where both the Mr. Waryam Singh Non Executive Director Independent Directors were present. (till March 12, 2015) Mr. Satish K Singh Executive Director (effective March 21, 2015)

48 Eleventh Annual Report 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 2011-2012 September 28, 2012 11.00 a.m. Seminar Room, Mayur Hall, All India Institute of Local Self Government, Sthanikraj Bhavan, C.D. Barifwala Marg, Andheri (W), Mumbai- 400 058. 2012-2013 September 30, 2013 3.30 p.m. Seminar Room, Mayur Hall, All India Institute of Local Self Government, Sthanikraj Bhavan, C.D. Barifwala Marg, Andheri (W), Mumbai- 400 058. 2013-2014 September 30, 2014 3.30 p.m. Seminar Room, Mayur Hall, All India Institute of Local Self Government, Sthanikraj Bhavan, C.D. Barifwala Marg, Andheri (W), Mumbai- 400 058.

(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.

4. Disclosures

(a) Code of conduct

The Company obtains the affirmation of compliance of the Code Company and / or certain confidential information coming to of Conduct from its Directors and Senior Management on yearly their knowledge. basis. The Board has adopted the revised Code of Conduct for its Specified Persons since May 15, 2015 considering the The Company has obtained declaration from Specified Persons enactment of new SEBI Insider Trading Regulations, 2015. The affirming their compliance to the Code of Conduct for the current revised Code of Conducts includes Code for Fair Disclosure of year. The Chief Executive Officer of the Company has affirmed price sensitive information and Role, functions and Duties of to the Board of Directors that this Code of Conduct has been Independent Directors. complied with by the Board members, Senior Management and other Specified Persons and a declaration to this effect forms The Code of Conduct is an annual declaration that helps to part of this report. A copy of the Code of Conduct is made maintain high standards of ethical business conduct for the available on the website of the Company. Company. In terms of the Code of Conduct, Specified Persons must act within the boundaries of the authority conferred upon (b) Whistle blower policy them and with a duty to make and enact informed decisions and policies in the best interests of the Company and its stakeholders. The Board of Directors of the Company has adopted a Whistle Further, Specified Persons should ensure that they do not derive Blower Policy for its employees. The employees are encouraged any undue personal benefit because of their position in the to report to the Whistle Blower Administrator, any fraudulent

Eleventh Annual Report 49 financial or other information to the stakeholders, any conduct Listing Agreement with the Recognised Stock Exchanges. A copy that results in the instances of unethical behaviour, actual or of the policy is made available on the website of the Company. suspected violation of the Company’s Code of Conduct and ethics, which may come to their knowledge. The Board of (e) Adherence to accounting standards Directors has appointed the Chairman of the Audit Committee as the Whistle Blower Administrator. The Company follows the mandatory Accounting Standards prescribed by the Institute of Chartered Accountants of India This policy provides for adequate safeguards against victimisation (ICAI) and to the best of its knowledge, there are no deviations of employees who report to the Whistle Blower Administrator. in the accounting treatments that require specific disclosure. The policy also provides for direct access to the Chairman of the Audit Committee. A copy of the policy is made available on the (f) Details of non-compliance website of the Company. There were no penalties imposed on the Company by Stock (c) Familiarization Program for the Board of Directors Exchanges, SEBI or any statutory authority, for non-compliance of any matter related to the capital markets, during the financial Pursuant to the requirements of Clause 49, the Company year from April 01, 2014 to March 31, 2015. conducts the Familiarization Program for Independent Directors about their roles, rights, responsibilities in the Company, nature The Company has disclosed all the mandatory requirements of the industry in which the Company operates, business model under Clause 49 of the Listing Agreement. of the Company, etc., through various initiatives. The details of the same can be access at: http://liveindia.in/sites/all/themes/ 5. Management Discussion and Analysis quatro/pdf/FamiliarisationProgrammeforIndependentDirectors. pdf As required by Clause 49 of the Listing Agreement, the report on Management Discussion and Analysis is provided elsewhere in (d) Disclosures on materially significant related party the Annual Report. transactions that may have potential conflict with the interests of the Company 6. Shareholders’ Information

During the financial year 2013-2014, there were no materially (a) Means of Communication significant transactions, pecuniary transactions or relationships between the Company and the Promoters, Directors and their The Company constantly communicates to the investors about relatives and the management that has potential conflict of the operations and financial results of the Company. Besides interest of the Company. publishing the abridged financial results in one national and one regional daily newspaper, as per Clause 41 of the Listing Details of all transactions entered into by the Company with Agreement, the complete audited financial statements are the related parties have been disclosed under “Related Party published on the Company’s website under ‘Investors info’ Transactions” in the Notes to Accounts of the Company which section. form part of this Annual Report. The Company uses a wide array of communication tools The Board of Directors of the Company has adopted a Related including face-to-face, online and offline channels to ensure that Party Transaction Policy in compliance with the requirements of information reaches to all the stakeholders in their preferred Section 188 of the Companies Act, 2013 and Clause 49 of the medium.

The table below gives the snapshot of the communication channels used by the Company to communicate with its stakeholders:

Particulars Board Shareholder Formal Website Press/ Web E-mails Annual Meetings Meetings Notices Information Releases 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 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) • Compliance Officer of the Company Mr. Avinash Godse The Corporate Identity Number (CIN), allotted by the Corporate Office: 1st Floor, Vega Centre, A-Building, Ministry of Corporate Affairs, Government of India is Shankarseth Road, Next to Income Tax Office, ‘L92130MH2004PLC144371’. The Company is registered in the Swargate, Pune- 411 037 State of Maharashtra (RoC, Mumbai) India. Tel.: +91 (020) 4125 5313 E-mail: [email protected] (c) General details of the Company Website: www.liveindia.in

• Registered Office The members may communicate there grievances to the 101, Sumer Kendra Society, Pandurang Budhkar Marg, Compliance Officer on the above-mentioned address. Near Doordarshan Kendra, Behind Mahindra & Mahindra Tower, Worli, Mumbai- 400013 Tel.: 022-61709777 • Name of Recognised Stock Exchanges where the Company has been listed • Corporate Office 1st Floor, Vega Centre, A-Building, Shankarseth Road, Next to The Equity Shares of the Company have been listed on the Income Tax Office, Swargate, Pune- 411 037 following stock exchanges: Tel.: 020-41255300 Name of Recognised Script Symbol / Code International • News Center Stock Exchanges Securities Live India (Delhi) Live India (Noida) Identification 1, Mandir Marg, D- 153, Sector- 63, Number Premnath Motors Noida, National Stock BROADCAST- EQ Complex, Uttar Pradesh- 201301 Exchange of India INE698H01018 New Delhi-110 001 Tel. 0120- 4353761 Limited (NSE) Tel. - 011 - 66664888 BSE Limited (BSE) 532816

• Financial year of the Company is from 1st of April of every Listing fees for the financial year 2014-2015 have been paid year to 31st of March next year. to both NSE and BSE.

• Forthcoming Annual General Meeting of the Company • Contact details of Company’s Intermediaries are as follows: Registrar and Share Transfer Agent The ensuing Annual General Meeting of the Company Link Intime India Private Limited will be held on Wednesday, September 30, 2015 at Seminar Unit: Broadcast Initiatives Limited Room, Mayur Hall, All India Institute of Local Self Government, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Sthanikraj Bhavan, C.D. Barifwala Marg, Andheri (W), Bhandup (West), Mumbai- 400078. Mumbai- 400 058 at 11.30 a.m. (IST). Tel. : +91 (22) 2594 6970/ 2594 6960 Fax : +91 (22) 2594 6969 • Book Closure dates: Thursday, September 24, 2015 to E-mail : [email protected] Wednesday, September 30, 2015 (both days inclusive). Website : www.linkintime.co.in

Eleventh Annual Report 51 • Depositories of the Company shares is mentioned above.

a) National Securities Depository Limited As on March 31, 2015, 2,53,13,942 Equity Shares comprising 4th and 5th Floor, ‘A’ Wing, Trade World 99.99% of the Company’s equity shares are held in Kamala Mills Compound, Senapati Bapat Marg dematerialized form. Lower Parel, Mumbai 400 013, India. Tel. : +91 (22) 2499 4200 • Share Transfer System Fax : +91 (22) 2497 6351 E-mail : [email protected] The Company has the Stakeholders Relationship Committee Website : www.nsdl.co.in represented by the Board of Directors to examine and redress shareholders’ and investor complaints. The status on b) Central Depository Services (India) Limited share transfers is reported to the Board on a regular basis. Phiroze Jeejeebhoy Towers 16th Floor, Dalal Street The process and approval of share transfer has been Fort, Mumbai 400 001, India. delegated to the Stakeholders Relationship Committee Tel. : +91 (22) 2272 3333 of the Board of Directors. For shares transferred in physical Fax : +91 (20) 2272 3199 form, the Stakeholders Relationship Committee gives E-mail : [email protected] adequate notice to the seller before registering the transfer Website : www.cdslindia.com of shares. The Stakeholders Relationship Committee approves the share transfers and reports the same to the • Legal Proceedings Board of Directors at its next meeting. For matters regarding shares transferred in physical form, share certificates, change There are no cases related to disputes over title to shares in of address, etc., shareholders should communicate with Link which the Company was made a party. Intime India Private Limited. The address is given in the section on shareholder information under this report. • Dematerialisation of shares and liquidity For shares transferred in electronic form, after confirmation The Company’s Equity Shares have been dematerialised with of sale / purchase transaction from the broker, shareholders the Central Depository Services (India) Limited (CDSL) and should approach the depository participant with a request to the National Securities Depository Limited (NSDL). The debit or credit the account for the transaction. The International Security Identification Number (ISIN) isan depository participant will immediately arrange to complete identification number for traded shares. This number is to the transaction by updating the account. There is no need for be quoted in each transaction relating to the dematerialised separate communication to register the share transfer. shares of the Company. The ISIN of the Company for its

• Distribution of shareholding as on March 31, 2015

Shareholding of nominal value Number of Percentage Number of Percentage Shareholders Shares holding 01 500 11010 88.10 1654712 6.54 501 1000 821 6.57 667793 2.64 1001 2000 338 2.70 500319 1.98 2001 3000 119 0.95 295225 1.17 3001 4000 61 0.49 218143 0.86 4001 5000 33 0.26 152421 0.60 5001 10000 65 0.52 446224 1.76 10001 & above 50 0.40 21379163 84.46 Total 13130 100.00 25314000 100.00

52 Eleventh Annual Report • Shareholding Pattern as on March 31, 2015

Sr. No. Category of Shareholders No. of No. of Nominal Value Percentage Shareholders Equity Shares holding 1 Promoters & Promoter Group 08 13240168 13,24,01,680 52.30 2 Financial Institutions/Banks 02 305030 30,50,300 1.20 3 Non-institutions a. Bodies Corporate 136 444444 49,30,710 1.76 b. Individuals 12293 10872973 10,85,03,900 42.95 c. Any other i. Foreign Nationals 23 337543 34,51,890 1.33 ii. Trust 01 1000 10,020 0.00 iii. Other Directors 01 298 2,980 0.00 iv. Clearing Members 32 89421 7,88,020 0.35 v. Office Bearers 01 50 500 0.00 Total 13130 25314000 25,31,40,000 100.00

• 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 3319964 13.12 Markand Navnitlal Adhikari 3319964 13.12 Roshani Neetish Doshi 305263 1.21 Corporation Bank 276991 1.09 Total 7222182 28.53

• 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 2014 3.91 3.15 25244 3.75 3.30 17645 May 2014 5.56 3.20 77414 5.50 3.10 52126 June 2014 7.60 5.31 94657 7.35 5.25 28809 July 2014 6.35 4.19 42654 6.10 4.65 7640 August 2014 4.73 3.81 25566 5.50 4.00 6961 September 2014 5.15 3.87 52904 4.60 3.80 16698 October 2014 4.98 3.92 19741 4.20 3.70 9946 November 2014 4.77 3.60 49568 4.85 3.70 19129 December 2014 4.88 3.60 11762 4.85 3.60 19563 January 2015 4.66 3.60 58210 4.55 3.55 15593 February 2015 3.85 3.15 43555 3.85 3.00 30924 March 2015 4.20 2.66 79988 4.70 2.60 50477

(Source: www.bseindia.com and www.nseindia.com)

Eleventh Annual Report 53 • Calendar for declaring the financial statements for the Non-resident shareholders are requested to notify to quarters in the financial year 2015 -2016 (tentative and Link Intime India Private Limited at the earliest on the subject to change) following: Quarter Ending Proposed date of meeting of the Board a) Change in their residential status on return to India for June 30, 2015 August 14, 2015 permanent establishment; b) September 30, 2015 November 14, 2015 Particulars of their NRE Bank Account with a bank in India, if not furnished earlier; December 31, 2015 February 14, 2016 c) E-mail address, if any. March 31, 2016 May 30, 2016 th 12 Annual General Meeting September 30, 2016 • Nomination in respect of shares

• CEO / CFO certification Section 72 of the Companies Act, 2013 provides facility for making nominations by Members in respect of their As required by Clause 49 of the listing agreement, the holding of shares. Such nomination greatly facilitates CEO / CFO certification is provided elsewhere in this transmission of shares from the deceased Member to Annual Report. his / her nominee without being required to go through the process of obtaining Succession Certificates / • Miscellaneous Probate of the Will, etc. It would therefore, be in the best interest of the Members holding shares as a sole Shareholders holding shares in physical form are holder to make such nomination. Members holding requested to notify to Link Intime India Private Limited, shares in physical mode are advised to write to the Registrar and Share Transfer Agent about any change Registrar and Share Transfer Agent of the Company in their address and Bank Account details under the for making nomination. Members holding shares in signature of sole / first joint holder. Beneficial owners demat form are advised to contact their DP for making of shares in demat form are requested to send their nominations. Members are further requested to quote instructions regarding change of name, change of their E-mail IDs, Telephone / Fax numbers for prompt address, bank details, nomination, power of attorney, reply to their communication. if any, etc., directly to their Depository Participants (DP) as the same are maintained by the respective DPs.

54 Eleventh Annual Report Corporate Governance Compliance Certificate

To the Members of Broadcast Initiatives Limited

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, 2015. 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. 100655W

Date: August 14, 2015 Jayesh D Sangani Place: Mumbai Partner [M. No. 036041]

Eleventh Annual Report 55 Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification We, to the best of our knowledge and belief, certify that d) Disclosed in this report any change in the Company’s internal control over financial reporting that 1. We have reviewed the Balance Sheet and Statement occurred during the Company’s most recent fiscal of Profit and Loss of the Company and all its Notes on year that has materially affected, or is reasonably Accounts as well as the Cash Flow Statements and the likely to materially affect, the Company’s internal Directors’ Report; control over financial reporting.

2. Based on our knowledge and information, these 6. The Company’s other certifying officers and we have statements do not contain any untrue statement of a disclosed based on our most recent evaluation, material fact or omit to state a material fact necessary to wherever applicable, to the Company’s auditors and the make the statements made, in light of the circumstances Audit Committee of the Company’s Board of Directors. under which the statements were made, not misleading with respect to the statements made; a) All significant deficiencies in the design or operation of internal controls, which could adversely affect the 3. Based on our knowledge and information, the financial Company’s ability to record, process, summarise statements and other financial information included in and report financial data and have identified for this report, fairly present in all material respects the the Company’s auditors, any material weakness in financial condition, results of operations and cash flows internal controls over financial reporting including of the Company as of and for the period presented in any corrective actions with regard to deficiencies, this report and are in compliance with the applicable if any; Accounting Standards and / or applicable laws and regulations; b) Instances of any fraud, whether or not material, that involves management or other employees who 4. To the best of our knowledge and belief, no transactions have a significant role in the Company’s internal entered into by the Company during the year were controls; and fraudulent, illegal or violate of the Company’s practices; c) Significant changes in internal controls during the 5. The Company’s other certifying officers and we are year are covered by this report. responsible for establishing and maintaining disclosure controls and procedures for the Company and we have 7. There was no change in accounting policies during the year; a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures 8. We affirm that we have not denied any personnel, access to be designed under our supervision, to ensure to the Audit Committee of the Company (in respect that material information relating to the Company, of matters involving alleged misconduct) and we have including its subsidiaries, made known to us by provided protection to the ‘whistle blowers’ from unfair others within those entities, particularly during the termination and other unfair or prejudicial employment period in which this report is being prepared; practices; and

b) Designed such internal control over financial 9. We further declare that all Board members and senior reporting, or caused such internal control over managerial personnel have affirmed compliance with financial reporting to be designed under our the Code of Conduct for the financial year 2014-2015. supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external For and on behalf of the Board of Directors purposes in accordance with generally acceptable accounting principles; Supriya Kanase Avinash Godse c) Evaluated the effectiveness of the Company’s Chief Executive Officer Chief Financial Officer disclosure, controls and procedures and presented & Managing Director & Company Secretary in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the Date: May 28, 2015 Date: May 28, 2015 end of the period covered by this report based on Place: Mumbai Place: Mumbai such evaluation; and

56 Eleventh Annual Report Management Discussion and Analysis best news for the viewers so that they can stay informed even without sitting in front of tv all day long. Overview Broadcast Initiatives Limited (Live India) (BSE Code: 532816, NSE Sport Track: Sport Track is the comprehensive coverage of sports Code: BROADCAST- EQ) is one of India’s largest media Company. news around the world. The show brings all the action of sports Live India a flagship channel which has the largest news network on and off the field, packaged for youth interested in knowing across India in Hindi Speaking Market (HSM) news genre. Live the briefs and details of the sporting event of the day. India Channel is available on major cable operators in PAN India and DTH Platforms. 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 Media Industry watched by the people who are aware about the current affairs As per FICCI-KPMG Indian Media and Entertainment Industry and willing to know what can be the highlights of the day even Report 2015, the Indian Media and Entertainment Industry before the news breaks out. witnessed a moderate growth in 2014. The industry grew from Rs. 918 billion in 2013 to Rs. 1,026 billion in 2014, registering a Master Mind: Master Mind is the weekly investigative show, growth rate of 12%. Television sector grew from Rs. 417 billion unearthing the big scams of the nation. The show brings out the in 2013 to Rs. 475 billion in 2014, registering a growth of 14%. shocking news from different part of the nation and provides Total advertising spend across media was Rs. 414 billion in regular dose of investigative journalism which is missing from 2014 contributing to 40% of Media and Entertainment industry the action in Hindi News Genre. Master Mind is one of the kind revenues. In light of the continued economic growth, advertising shows on any other Hindi News Station and has made its impact revenues saw a growth of 14% in 2014. On account of improving in the short period after launching it. monetization due to digitization, in 2014, subscription revenues grew at annualized growth rate 16%. Parag Dil Se: Parag Dil se is one on one interview based show hosted by our Entertainment Editor Mr. Parag Chapekar. It is a It was another landmark year for the television industry in many light hearted celebrity based show. ways. Financial year 2015 saw the formation of the viewership measurement system by Broadcast Audience Research Council Parag Ka Punch: Every Friday our Entertainment Editor Mr. (BARC). BARC is expected to deliver superior viewership data on Parag Chapekar gives his critical view on the latest release of account of more relevant classification parameters (NCCS instead Bollywood movies in “Parag Ka Punch”. of SEC), tracking of substantially higher viewership universe (~150 Mn Households) including rural households, as well as Rahasya: The weekly show brings stories that became legends higher quality of data monitoring through audio watermarking as soon as they appeared, stories that are mostly unheard, not of channel feeds. routine UFO sighting stories, but difference interesting and sometimes scary stories. Business Profile Live India is an integrated media Company engaged primarily Delhi Live: Delhi Live as name suggests is half an hour in broadcasting and content development, production and its comprehensive news bulletin of Delhi. The show carries the top delivery via satellite. The Company has presently 8 regional news story of Delhi, which covers all the aspects and dimensions of bureaus across PAN India. These bureaus are located at Delhi, the day Chandigarh, Srinagar, Bhopal, Ahmadabad, Patna, Lucknow and Jaipur. Live India is also the pioneer in the national markets Election Coverage: Under the banner of ‘Abki Baar Kiski Sarkar’ which serve content across the nation. channel did major coverage of 2014 loksabha elections. The coverage included constituency profile of major constituencies, Leadership in HSM News Genre: interviews of big politicians & Street shows etc. In the Hindi Speaking Market (HSM) news genre, Live India is the flagship product from Broadcast Initiative Limited. The HSM Delhi election coverage was also done on massive scale by space continued to see sustained competition between the designing several shows under the banner ‘Delhi Ka King Kaun’. top news channels with extremely dynamic channel rankings. Live India continued to have a leading share in the HSM news Under the banner of ‘Tau Aur Bhau’ channel did major coverage genre. Some key shows during the year under review are as of Maharashtra and Haryana election. The show was planned follows: in such a way that two politically and culturally different state blended together in a programme. A well known Marathi Live 50: Collage of top 50 news of the moment, packed in artist Mr. Jayant Gadekar covered the Maharashtra election as aggressive packaging and catering to the people who wants to a character of ‘Bhau’ and his counterpart in Haryana was Mr. have maximum news in minimum time. Top 50 news collects Sangram Singh, who presented himself as a ‘Tau’. Both have

Eleventh Annual Report 57 covered the election in their respective state with local flavor that the available resources are utilised in a manner that and dialect. The programme was widely appreciated. meets the aspirations of all its stakeholders. The Company’s essential charter is shaped by the objectives of transparency, Cricket World Cup 2015: Cricket world cup 2015 was covered professionalism and accountability. The Company continuously in the show named as ‘Abki Baar Champion Kon’. The cricket endeavors to improve on these aspects on an ongoing legends Mr. Dilip Vengasarkar, Mr. Inzamamul Haq and Mr. basis. While the increasing emphasis on transparency and Surinder Khanna are the Panelists for the show. Ms. Roshni accountability, standards have been set by various governing Chopra was the lead host of the show. bodies on disclosure as well as judiciousness in conduct.

Operation Mahabharat: Live India carries out sting operation Additional revenues from digitization: The Company has re- to reveal theft of digital confidential information. Information launched its digital editions in February, 2015 under the thefts from country’s banks have become rampant. Records of umbrella of Live India Digital. India is a fast digitizing market. mobile companies are being sold openly in the market. To probe The completion of the digitization process in Phase I and Phase this further, undercover reporters of Live India investigated it for II cities and the rollout in Phase III and Phase IV cities is seen as 10 months. Christened Operation Mahabharat, the aim of the a positive step that should lead to a boost in the subscription entire operation was to reveal how touts throughout the country revenues in the future. are selling confidential information of people. The investigation caught 12 such persons who indulged in this fraud. Live India’s Risk Factors hidden cameras caught those making deals with the reporters Competition from other players: The Company operates in highly who posed as clients for buying confidential information. competitive environment that is subject to innovations, changes and varying levels of resources available to each player in each Business Strategy segment of business. The key elements of Live India strategy during the year were to (i) take appropriate steps to safeguard its leadership position Ever changing trends in Media Sector: It may not be possible in a fiercely competitive environment (ii) rationalise on costs to consistently predict changing audience taste. People’s tastes across different heads (iii) fortify its expansion in the national vary quite rapidly along with the trends and environment they markets (iv) maintain consistently high standards of Corporate live in. This makes it virtually impossible to predict whether a Governance (v) additional revenues from digitization. particular show of news based programme would do well or not.

Appropriate steps to safeguard its leadership position in a Cost of programming might affect its bottom line: The urge to fiercely competitive environment: The reorganization of regional compete and provide the best content to viewers would have to news bureaus has helped to ensure that in a highly fragmented incur high expenditure to provide an impetus on its news based environment, the network maintained and grew its dominance. programming. The increase in costs might not necessarily perk The Company aims to further enhance the market share through up its revenues in the same proportion. a planned content lineup for news based programme. Macroeconomic environment: Macroeconomic environment Rationalise on costs across different heads: The belief atthe can be a potential source of risk. Moderate growth, along with Company has always been that higher spends will not necessarily high inflation, can adversely impact advertising revenues of the result in sustained incremental viewership. Even in the wake of Company. competition, the network maintained its cost structures, though with increased competition our costs also moved up. Better Increased competitive environment in the Hindi Speaking negotiations with suppliers and stricter control on distribution Market (HSM) Space: The HSM news genre is the one of the key spends will help in further keeping costs under check. genres for all advertisers and hence is most lucrative to all the TV broadcasters. Any new competition in the space can have an Fortify its growth in the national markets: During the year, the impact on the Companies revenues. Company undertook various initiatives to further strengthen its dominance in national Hindi Speaking Markets in news genre by Dependency on hiring and retaining highly qualified employees: entering into deals with new platform operators. In line with this The Company believes that the future success depends in large growth strategy, the Company planned to launch various news part on continued ability to hire, develop, motivate and retain based programme. qualified employees and other qualified personnel needed to provide services to our customers. Competition for skilled Corporate Governance: Live India firmly believes that good personnel in the media industry remains intense. governance is critical for sustaining corporate development, increasing productivity and competitiveness and creating Extract of Policy on Risk Management shareholders wealth. The governance process should ensure “At Broadcast Initiatives Limited, the task of risk management is

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

Eleventh Annual Report 59 Risk Management System: As a diversified enterprise, the Financial Cost: Financial cost has reduced by Rs. 53.12 Lacs from Company has always had a system- based approach to business Rs. 67.16 Lacs in financial year 2013-2014 to Rs. 14.04 Lacs in risk management. Backed by strong internal control systems, the Financial year 2014-2015. current risk management framework consist of the following elements: Depreciation and Amortization: Depreciation and amortization • The Corporate Governance Policy clearly lays down expenses increased by Rs. 41.51 Lacs from Rs. 758.84 Lacs in the roles and responsibilities of the various entities in financial year 2013-2014 to Rs. 800.35 Lacs in Financial year relation to risk management. A range of responsibilities, 2014-2015. from the strategic to the operational is specified in the Governance Policy. These role definitions, inter alia Loss for the Period: Loss for the financial year 2014-2015 is Rs. are aimed at ensuring formulation of appropriate risk 5351.41 Lacs. management policies and procedures, their effective implementation and independent monitoring and Sources of Funds reporting by Internal Audit. • A combination of centrally issued policies and Share Capital: The Authorized Share Capital of the Company divisionally evolved procedures brings robustness to is Rs. 50,00,00,000 /- (Rupees Fifty Crores only) divided into the process of ensuring business risks are effectively 5,00,00,000 (Five Crore) Equity Shares of Rs. 10/- (Rupees Ten addressed. only) each. • Appropriate structures have been put in place to effectively address the inherent risks in businesses with The paid-up share capital of the Company is Rs. 25,31,40,000 unique and relatively high risk profiles. (Rupees Twenty Five Crores Thirty One Lacs Forty Thousand • A strong and independent Internal Audit Function at the only) divided into 2,53,14,000 (Two Crores Fifty Three Lacs and corporate level carries out risk focused audits across all Fourteen Thousand) Equity Shares of Rs. 10 each. businesses, enabling identification of areas where risk managements processes may need to be improved. The Loan Funds: Total loan funds (Inter Corporate Deposits) as on Audit Committee of the board reviews internal Audit March 31, 2015 stood at Rs. 15368.05 Lacs up from Rs. 11805.17 findings, and provides strategic guidance on internal Lacs. These loan funds are long term borrowing taken by the controls. Monitors the internal control environment Company from group promoter Company for obtaining business within the Company and ensures that Internal Audit benefits and operational efficiency. recommendations are effectively implemented. • The combination of policies a process as outlined above Long term liabilities and provisions: Long term provisions adequately addresses the various risks associated with pertaining to retirement benefits and leave encashment have the Companies businesses. The senior management of reduce by Rs. 19.79 Lacs from Rs. 150.75 Lacs as on March 31, the Company periodically reviews the risk management’s 2014 to Rs. 130.96 Lacs as on March 31, 2015. framework to maintain its contemporariness so as to effectively address the emerging challenges ina Application of Funds dynamic business environment. Long term loans and advances: The long term loans and advances increased by Rs. 176.82 Lacs from Rs. 1135.61 Lacs as on March Financials Results of Operations 31, 2014 to Rs. 1312.43 Lacs as on March 31, 2015. The increase Total Revenue: Total Revenue for the financial year 2014-2015 is is mainly on account of Service Tax set off receivables. Rs. 1217.22 Lacs. Current Assets: Current Assets mainly represent Trade Total Expenditure: Total expenditure increased by Rs. 2525.52 Receivables, Cash & Bank Balances, Short term loans and Lacs from Rs. 4129.24 Lacs in financial year 2013-2014 to Rs. advances, current investment and Other Current Assets. The 6654.76 Lacs in financial year 2014-2015. decrease in current assets by Rs. 970.00 Lacs from Rs. 893.37 Lacs as on March 31, 2014 to Rs. 1863.37 Lacs as on March 31, Operational/ Production Cost: Operational cost increased by 2015, is mainly on account of receipt of Trade Receivables. Rs. 304.77 Lacs from Rs. 150.33 Lacs in financial year 2013- 2014 to Rs. 455.10 Lacs in financial year 2014-2015. Increase in Cautionary Statement operating cost is due to volatile news based programming cost and related expenses. Statements in the Management Discussion and Analysis describing the Company’s objectives, projections, estimate Personnel Cost: Personnel cost has increased by Rs. 371.86 Lacs and expectation may be ‘forward-looking’ within the meaning from Rs. 1524.30 Lacs in financial year 2013-2014 to Rs. 1896.16 of applicable laws and regulations. Actual results might differ Lacs in financial year 2014-2015. materially from those expressed or implied.

60 Eleventh Annual Report Independent Auditor’s Report

To the Members of Broadcast Initiatives Limited Report on the Financial Statements

1. We have audited the accompanying financial statements 6. An audit involves performing procedures to obtain audit of Broadcast Initiatives Limited (“the Company”), which evidence about the amounts and the disclosures in the comprise the Balance Sheet as at March 31 , 2015, the financial statements. The procedures selected depend Statement of Profit and Loss, the Cash Flow Statement on the auditor’s judgment, including the assessment for the year then ended and a summary of the significant of the risks of material misstatement of the financial accounting policies and other explanatory information. statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial Management’s Responsibility for the Financial Statements control relevant to the Company’s preparation of the financial statements that give a true and fair view, in order 2. The Company’s Management is responsible for the matters to design audit procedures that are appropriate in the stated in Section 134(5) of the Companies Act, 2013 (“the circumstances, but not for the purpose of expressing an Act”) with respect to the preparation of these financial opinion on whether the Company has in place an adequate statements to give a true and fair view of the financial internal financial controls system over financial reporting position, financial performance and cash flows of the and the operating effectiveness of such controls. An Company in accordance with the accounting principles audit also includes evaluating the appropriateness of the generally accepted in India, including the accounting accounting policies used and the reasonableness of the Standards specified under Section 133 of the Act, read accounting estimates made by the Company’s Directors, as with Rule 7 of the Companies (Accounts) Rules, 2014. well as evaluating the overall presentation of the financial This responsibility also includes maintenance of adequate statements. accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for 7. We believe that the audit evidence we have obtained is preventing and detecting frauds and other irregularities; sufficient and appropriate to provide a basis for our audit selection and application of appropriate accounting opinion on the financial statements. policies; making judgments and estimates that are reasonable and prudent; and Design, implementation and Opinion maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and 8. In our opinion and to the best of our information and completeness of the accounting records, relevant to the according to the explanations given to us, the aforesaid preparation and presentation of the financial statements financial statements give the information required by the that give a true and fair view and are free from material Act in the manner so required and give a true and fair view misstatement, whether due to fraud or error. in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as Auditor’s Responsibility at March 31,2015, and its losses and its cash flows for the year ended on that date. 3. Our responsibility is to express an opinion on these financial statements based on our audit. Emphasis of Matter

4. We have taken into account the provisions of the Act 9. Without qualifying our opinion, we draw attention toNote and the Rules made thereunder including the accounting 1.01 of the financial statements. The Company’s operating standards and matters which are required to be included results has been materially affected due to various factors in the audit report. and as at March 31, 2015, the Company’s accumulated losses has fully eroded the net worth of the Company. 5. We conducted our audit in accordance with the Standards The appropriateness of the going concern assumption is on Auditing specified under Section 143(10) of the Act and dependent on the Company’s ability to establish consistent other applicable authoritative pronouncements issued profitable operations as well as raising adequate finance by the Institute of Chartered Accountants of India. Those to meet its short term and long term obligations. Based Standards and pronouncements require that we comply on the mitigating factors discussed in the said note, with ethical requirements and plan and perform the management believes that the going concern assumption audit to obtain reasonable assurance about whether the is appropriate and no adjustments have been made in the financial statements are free from material misstatement. financial statements for the year ended March 31, 2015. Eleventh Annual Report 61 Report on Other Legal and Regulatory Requirements Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in As required by ‘the Companies (Auditor’s Report) Order, 10. terms of Section 164(2) of the Act. 2015’, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter (f) With respect to the other matters to be included in the referred to as the “Order”), and on the basis of such Auditor’s Report in accordance with Rule 11 of the checks of the books and records of the Company as we Companies Audit and Auditors) Rules. 2014, in our opinion considered appropriate and according to the information and to the best of our knowledge and belief and according and explanations given to us, we give in the Annexure a to the explanations given to us: statement on the matters specified in paragraphs 3 and 4 of the Order. i) The Company has disclosed the impact of pending litigations as at March 31, 2015 on its financial position in 11. As required by Section 143(3) of the Act, we report that: its financial statements.

(a) We have sought and obtained all the information and ii) The Company has made provision as at March 31, 2015, as explanations which to the best of our knowledge and belief required under the applicable law or accounting standards, were necessary for the purposes of our audit. for material foreseeable losses, if any, on long-term contracts including derivative contracts. (b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from iii) There has been no delay in transferring amounts, required our examination of those books. to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, (c) The Balance Sheet, the Statement of Profit and Loss and 2015. the Cash Flow Statement dealt with by this Report are in For Ashok Jayesh & Associates agreement with the books of account. Chartered Accountants Firm Registration No. 100655W (d) 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. 2014. Jayesh D Sangani (e) On the basis of the written representations received from Partner [M. No. 036041] the directors as on March 31, 2015 taken on record by the Mumbai, May 28, 2015

62 Eleventh Annual Report Annexure To Independent Auditors’ Report

Referred to in paragraph 10 of the Independent Auditors’ Report the appropriate authorities. The statutory dues outstanding of even date to the members of Broadcast Initiatives Limited on for more than six months from the date they became financial statements as of and for the year ended March 31, payable is as below: 2015 Tax Deducted at Source : Rs.1,33,43,496/- Provident Fund : Rs. 3,88,701/- i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, (b) According to the information and explanations given to of fixed assets. us and the records of the Company examined by us, there (b) The fixed assets are physically verified by the are no material dues payable in respect of provident fund, Management according to a phased programme designed employees’ state insurance, income tax, sales tax, service to cover the items over a period of three years which in tax, and other material statutory dues, as applicable, with our opinion is reasonable having regard to the size of the appropriate authorities as at 31st March 2015 which and the nature of its assets. Pursuant to the programme, have not been deposited on account of a dispute. a portion of the fixed assets has been physically verified by the Management during the year and no material (c) According to the information and explanations given discrepancies have been noticed on such verification. to us, and the records of the Company examined by us, there was no amount required to be transferred to ii. The Company is a service company, primarily rendering Investor Education and Protection Fund during the year broadcasting services. Accordingly, it does not hold any in accordance with the provisions of the Companies Act, physical inventories. 1956 and the rules made thereunder. iii. According to the information and explanation given to viii. In our opinion, the Company has accumulated losses as at us and on the basis of records furnished before us, the the end of the financial year which are more than fifty per company has not granted any loans, secured or unsecured cent of its net worth. The company has incurred cash losses to parties covered in the register maintained under section in the financial year ended on that date and also inthe 189 of the Act. immediately preceding financial year. iv. In our opinion, and according to the information and ix. According to the records of the Company examined by explanations given to us, there is an adequate internal us and the information and explanation given to us, control system commensurate with the size of the Company the Company has not taken amount from any financial and the nature of its business. Further, on the basis of our institution or bank or debenture holders as at the balance examination of the books and records of the company and sheet date. according to the information and explanations given to us, we have neither come across, nor have been informed of x. According to the information and explanations given to us, any continuing failure to correct major weaknesses in the the company has not given any guarantees for loan taken aforesaid internal control system. by others from banks or financial institutions during the year. v. The Company has not accepted any deposits from the public within the meaning of Sections 73 and 74 of the Act xi. According to the information and explanations given to us, and the rule framed there under to the extent notified. the company has not raised any term loans during the year. vi. According to information and explanations given to us, xii. During the course of examination of the books and maintenance of cost records has not been prescribed by records of the Company, carried out in accordance with the Central Government as specified under sub-section (1) the generally accepted auditing practices in India, and of Section 148 of the Act, in respect of the services dealt according to the information and explanations given to by the company. us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during vii. (a) According to the information and explanations given the year, nor have we been informed of any such case by to us and the records of the Company examined by us, the Management. in our opinion, the Company is not regular in depositing the undisputed statutory dues, including provident fund, For Ashok Jayesh & Associates Jayesh D Sangani employees’ state insurance, income tax, sales tax, service Chartered Accountants Partner (M. No. 036041) tax, and other material statutory dues, as applicable, with Firm Registration No. 100655W Mumbai, May 28, 2015

Eleventh Annual Report 63 Balance Sheet as at 31st March, 2015 Particulars Note Figures as at the end of current reporting Figures as at the end of current reporting No period 31.03.2015 period 31.03.2014 (Amount in Rs.) (Amount in Rs.) I. Equity and Liabilities (1) Shareholder’s Funds (a) Share Capital 2.01 253,140,000 253,140,000 (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 2.03 1,536,804,505 1,180,517,214 (b) Long term provisions 2.04 13,096,459 1,549,900,964 15,075,141 1,195,592,355 (3) Current Liabilities (a) Trade payables 2.05 190,974,974 131,166,014 (b) Other current liabilities 2.06 54,619,197 40,937,683 (c) Short-term provisions 2.07 37,546,300 283,140,471 36,755,336 208,859,033 Total 601,217,282 719,782,027 II.Assets (1) Non-current assets (a) Fixed assets 2.08 (i) Tangible assets 262,895,145 284,057,438 (ii) Intangible assets 27,633,336 47,264,582 (iii) Capital work in progress 27,983,990 318,512,471 40,941,035 372,263,055 (b) Non-current investments 2.09 100,000 100,000 (c) Deferred tax assets (net) 2.10 62,024,870 47,473,686 (d) Long term loans and advances 2.11 131,243,329 113,560,520 (e) Other non-current assets 2.12 - 193,368,199 47,861 161,182,067 (2) Current assets (a) Current investments 2.13 2,500,000 2,500,000 (b) Trade receivables 2.14 35,122,283 148,220,505 (c) Cash and cash equivalents 2.15 14,142,669 8,020,117 (d) Short-term loans and advances 2.16 35,367,702 22,879,580 (e) Other current assets 2.17 2,203,958 89,336,612 4,716,705 186,336,906 Total 601,217,282 719,782,027 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.

Jayesh D. Sangani Partner M. S. Kapur Deepak Sharma Avinash Godse Membership No. 036041 (Director) (Director) (CFO & Company Secretary) Mumbai, 28th May 2015 (DIN 00703815) (DIN 02268257) Mumbai, 28th May 2015

64 Eleventh Annual Report Statement of Profit and Loss for the year ended on 31st March, 2015 Particulars Note Figures as at the end of Figures as at the end of No current reporting period previous reporting period 31.03.2015 31.03.2014 (Amount in Rs.) (Amount in Rs.) I. Revenue from operations 2.18 114,189,313 196,763,319 II. Other Income 2.19 7,532,881 6,100,267 Total Revenue 121,722,194 202,863,586 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 2.20 35,601,620 29,256,560 Administration Expenses 2.21 62,795,578 41,186,044 Marketing Expenses 2.22 3,592,837 3,679,266 Employee benefit expense 2.23 189,615,889 152,429,634 Finance Charges 2.24 1,403,758 6,716,218 Depreciation and amortization expense 2.08 80,034,553 75,884,428 Miscellaneous Expenditure W/off 287,100 287,100 Total Expenses 665,475,512 412,924,391 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 03543531) (DIN 06732438) Jayesh D. Sangani Partner M. S. Kapur Deepak Sharma Avinash Godse Membership No. 036041 (Director) (Director) (CFO & Company Secretary) Mumbai, 28th May 2015 (DIN 00703815) (DIN 02268257) Mumbai, 28th May 2015 Eleventh Annual Report 65 Cash Flow Statement for the year ended 31St March, 2015 Figures as at the end of current Figures as at the end of previous reporting period 31.03.2015 reporting period 31.03.2014 (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 800.35 758.84 (2)Interest expenses 13.76 66.72 (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 1,130.98 (1,426.01) Decrease / (Increase) in loan, advances and other assets (276.10) (216.09) (Decrease) / Increase in trade and other payables 723.03 (18.87) Net movement in working capital 1,577.91 (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 8.47 6.92 (2) Dividend received - 3.00 (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 3,562.87 3,523.33 (3) Interest paid (13.76) (66.72) Net cash used in financing activities 3,549.11 3,456.61 Net increase in cash and cash equivalents (A + B + C) 61.23 (13.43) Cash and cash equivalents at the beginning of the year 80.20 93.63 Cash and cash equivalents at the end of the year 141.43 80.20 Components of cash and cash equivalents as at 31st March, 2015 31st March, 2014 Cash on hand 3.66 1.92 With banks - on current account 39.85 11.57 - on deposit account 97.91 66.71 Total 141.43 80.20 Notes : 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 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 03543531) (DIN 06732438) Jayesh D. Sangani Partner M. S. Kapur Deepak Sharma Avinash Godse Membership No. 036041 (Director) (Director) (CFO & Company Secretary) Mumbai, 28th May 2015 (DIN 00703815) (DIN 02268257) Mumbai, 28th May 2015 66 Eleventh Annual Report 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 Tangible Assets: historical cost convention ignoring, if any, purchasing power Tangible assets are stated at acquisition cost, net of accumulated of money and on accounting principles of “going concern”. depreciation and accumulated impairment losses. Subsequent All income and expenditure having a material bearing on the expenditures related to an item of fixed assets are added to financial statements are recognized on accrual basis. Pursuant its book value only if they increase the future benefits from to section 133 of the Companies Act 2013 read with rule 7 of the existing asset beyond its previously assessed standard of the Companies (Accounts) Rules, 2014, till the standards of performance. accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation of the Losses arising from the retirement of and gains or losses arising National Financial Reporting Authority, the existing Accounting from disposal of fixed assets which are carried at cost are Standards notifies under the Companies Act 1956 shall continue recognised in the Statement of Profit andLoss. to apply. Consequently, these financial statements have been prepared to comply in all material aspects with the accounting Intangible Assets: standards notified under sections211(3C) of the Companies Intangible assets are stated at acquisition cost, net of Act 1956 (Companies (Accounting Standard) Rules,2006, as accumulated amortization and accumulated impairment losses, amended ) and other relevant provisions of the Companies Act if any, Intangible assets are amortised on a straight line basis 2013. over their estimated useful lives.

The Company’s operating results continue to be materially Gains or losses arising from the retirement or disposal proceeds affected by various factors such as increasing carriage cost, and the carrying amount of the asset and recognised as income human resource cost etc. The Company has continuously or expense in the Statement of Profit and Loss. implemented various measures such as improving operational efficiencies; renegotiation of contracts and other cost control 1.05 Depreciation measures to improve the Company’s operating results and cash flows. In addition, the Company is in process of reviving Depreciation is provided on a Straight Line Method over the ‘the Channel’ along with modernizing equipments, recruitment estimated useful life of assets. Effective 1st April, 2014, the of senior staff, arrangements with various television channel Company depreciates its fixed assets over the useful life in the distributors so that the channel could be seen on the maximum manner prescribed in Schedule II of the Act, as against the earlier possible networks and the viewership could be increased. practice of depreciating at the rates prescribed in Schedule XIV Accordingly, the Company’s financial statements have been of theCompanies Act, 1956. prepared on a going concern basis whereby the realization of assets and discharge of liabilities are expected to occur in the Cost of Channel Development capitalised is amortised over a normal course of business. period of ten years.

1.02 Use of Estimates Cost of Media Assets capitalised is amortised over a period of ten years. The preparation of financial statements in conformity with Accounting Standards requires management to make estimates Cost of Decoders are fully amortised in the year acquisition itself. and assumption that affect the reported amounts of assets and liabilities and disclosure relating to contingent liability atthe Cost of Software capitalized is amortised over a period of three date of the financial statements and the reported amounts of years. revenues and expenses during the reporting period. 1.06 Impairment of Asset 1.03 Revenue Recognition The carrying amounts of assets are reviewed of each Balance Advertisement revenue (net of agency commission) is recognized on Sheet date if there is any indication of impairment based on accrual basis when respective advertisement or commercial appears on internal/external factors. An Asset isimpaired when the carrying the channel/website/mobile app or as per the terms with advertising amount of the asset exceeds the recoverable amount. An agencies. impairment loss is charged to the Statement of Profit and Loss in the year in which an asset is identified as impaired. An impairment In respect of interest income, it is recognized on a time proportion basis loss recognized in prior accounting periods is reserved if there taking into account the amount outstanding and the rate applicable. has been change in the estimate of the recoverable amount.

Eleventh Annual Report 67 1.07 Lease tax provision as per Income tax Act,1961,is made based on the Lease payments are charged to Statement of Profit and Loss tax liability computed after considering tax allowances and Account over the time period of the lease or other systematic exemptions at the balance sheet date. basis more representative of the time pattern of the user’s benefit. Deferred income taxes reflect the impact of current year timing difference between taxable income and accounting income 1.08 Foreign Currency Transaction for the year and reversal of timing difference of earlier years. Deferred tax is measured based on the tax rates and the tax laws i. Initial Recognition enacted or substantively enacted at the balance sheet date. Foreign Currency transactions are recorded in the reporting currency by applying to the foreign currency amount the Deferred tax assets are recognized only to the extent that, there exchange rate between the reporting currency and the foreign is reasonable certainty that sufficient future taxable income currency at the date of the transaction. will be available against which such deferred tax assets can be realized. Deferred tax assets are recognized on carry forward of ii. Conversion unabsorbed depreciation and tax losses only if there is virtual Foreign Currency monetary items are reported using exchange certainty that such deferred tax assets can be realized against rate prevailing as on 31st March or last working date near to the future taxable profits. yearend date.Non–monetary items,which are carried in items of historical cost denominated in a foreign currency, are reported The carrying amount of deferred tax assets are reviewed at each using exchange rate at the date of the transaction. balance sheet date and written down or written up,to reflect the amount that is reasonably/virtually certain,as the case may be, iii. Exchange Differences to be realized. Exchange differences arising on the settlement of monetary items or on reporting company’s monetary items at rates 1.13 Earnings per Share different from those at which they were initially recorded during the yearor reported in the previous financial statement are Basic earnings per share are calculated by dividing the net profit recognized as income or expenses in the year in which they arise. or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during 1.09 Investments the period.

Long term investments are stated at cost. 1.14 Provisions Contingent Liabilities and Contingent Assets

1.10 Employee Benefits Provisions: A provision is recognized when the company has a present Post Employment Benefits Plan: obligation as a result of past event; it is probable that an outflow Payment to defined contribution of retirement benefit schemes of resources will be required to settle the obligation,in respect is charged to Statement of Profit andLoss when contributions to of which a reliable estimate can be made.Provisions are not respective funds are due. discounted to its present value and are determined based onbest estimate required to settle the obligation at the balance For Defined benefit schemes, such as leave encashment and sheet date. These are reviewed at each balance sheet date and gratuity, it is provided on the basis of actuarial valuation taken at adjusted to reflect the current best estimates. the end of each year. Other short - term employee benefits are charged to Statement of Profit and Loss on accrual basis. Contingent Liabilities: Contingent Liabilities are disclosed when there is a possible 1.11 Borrowing Cost obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one Borrowing costs directly attributable to development of or more uncertain future events not wholly within the control of qualifying asset are capitalised till the date qualifying asset is the company or a present obligation that arises from past events ready for put to use for its intended purpose as part of cost of where it is either not probable that an outflow of resources will that asset. Other borrowing costs are recognised as expenses in be required to settle or a reliable estimate of the amount cannot the period in which they are incurred. be made.

1.12 Taxes on Income Contingent Assets: Contingent Assets are neither recognized nor disclosed in the Tax expense comprises both current and deferred taxes. Current Financial Statements.

68 Eleventh Annual Report Notes forming part of Balance Sheet as on 31st March, 2015 2.01 Share Capital Particulars 31st March, 2015 31st 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 500,000,000 500,000,000 Issued, Subscribed and Paid Up 2,53,14,000 (previous year 2,53,14,000) Equity Shares of Rs.10/- each fuly paidup 253,140,000 253,140,000 Total 253,140,000 253,140,000

Reconcilation of the number of shares outstanding : Particulars 31st March, 2015 31st 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 31st March, 2015 31st March, 2014 No. of Shares Held No. of Shares Held / / % of Holding % of Holding HDIL Infraprojects Pvt.Ltd. 11644440 / 46.00 11644440 / 46.00 Shri Gautam Adhikari 3319964 / 13.12 3319964 / 13.12 Shri Markand Adhikari 3319964 / 13.12 3319964 / 13.12 Total 18284368 / 72.24 18284368 / 72.24

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 21.04.2015.

Particulars Year (Aggregate No. of Shares) 2010-11 2011-12 2012-13 2013-14 2014-15 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 2.02 Reserve and Surplus Particulars 31st March, 2015 31st 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,2013 12,014,221 - 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 31st March, 2015 31st 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 1,180,517,214

2.04 Long Term Provisions Particulars 31st March, 2015 31st 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 15,075,141

2.05 Trade Payable Particulars 31st March, 2015 31st March, 2014 (Amount in Rs.) (Amount in Rs.) Trade Payable 190,974,974 131,166,014 Total 190,974,974 131,166,014

70 Eleventh Annual Report 2.06 Other Current Liabilities Particulars 31st March, 2015 31st 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 1,293,606 428,072 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 40,937,683

2.07 Short Term Provisions Particulars 31st March, 2015 31st 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 36,755,336

2.09 Non Current Investments Particulars 31st March, 2015 31st March, 2014 (Amount in Rs.) (Amount in Rs.) Investment in Equity Instruments Unquoted - At Cost (In Associate Company) Live India Television Network Pvt Ltd 100,000 100,000 10,000 (previous year 10,000) Equity Share of Rs.10/-each Total 100,000 100,000

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 -

331,322,020 March 2014 March st (Amount in Rs.) (Amount Upto 31

27,983,990 27,983,990 47,264,582 47,264,582 40,941,035 40,941,035 Upto March 31st 2015 Net Block Net - - 6,871,502 13,388,641 9,209,072 5,906,955 3,068,194 March 2015 March 323,220,084 222,291,203 233,743,581 208,336,199 27,633,336 47,264,582 185,021,203 202,429,244 24,565,142 47,264,582 333,343,238 284,057,438 284,057,438 st As at As at 31 ------68,786 22,592,183 8,294,120 221,399 2,333,205 1,108,388 15,707,867 56,597,272 18,921,181 40,883,385 19,218,246 617,617,240 290,528,481 19,218,246 409,281,041 262,895,145 284,057,438 Adjustment Adjustment on sale / Asset discarded - - - - - Period Period - - 615,556 23,314,996 for the yearfor Prior - -

March March st 21,196,313 1,327,084 185,021,203 2014 Depreciation Upto Upto 31 March March st 8,975,149 5,291,399 75,518,453 33,775,557 7,113,848 30,886,303 40,941,035 235,969,535 617,400,676 280,300,734 50,457,045 232,285,785 2,585,459 162,179,279 22,841,924 226,994,386 179,729,804 22,699,440 As at As at 31 2015 ------7,927 545,511,287 274,904,260 45,982,619 2,333,018 1,172,159 672,176,186 333,343,238 56,719,557 12,957,045 27,983,990 - - 36,855,518 40,941,035 53,603,351 Additions Adjustments April st 2,333,018 40941035 21,417,712 8,210,930 1,257,661 12,676,180 7,677,392 (93,429) 20,260,143 3,467,108 2,296,006 2014 508,647,842 508,647,842 Cost As at As at 01 849,686,461 849,686,461 57,287,101 1,172,159 908,145,721 518,364,441 80,034,553 232,285,785 232,285,785 3,683,750 602,750,086 602,750,086 14,650,590 617,400,676 617,400,676 226,994,386 and Media Assets considering the nature of industry and assets acquired. and assets of industry the nature considering and Media Assets date. and Surplus. Reserved to Rs.(59.38) lacs has been charged tax off Deferred Net Own assets : Own assets Assets: Tangible and Machinery & Plant Media Assets & SetsConstruction 74,658,942 859,511 2.08. Fixed Assets 2.08. Fixed Note: Machinery and is classified with Plants, as Plant /Licenses /Rights combined with software equipment representing Media Assets has considered 1. Management use as on Balance Sheet for which is not ready OB Van for purchased and Vehicles Studio Equipements paid towards includes amount In Progress Work 2. Capital value of Rs.179.52 lacs carrying result, the as specified in Schedule II of the Companies Act, 2013. As a assets of fixed lives the useful has revised 3. The Company loss of Rs.0.93 lacs is recognised. Impairment Assets, of Tangible amount in carrying of decrease 4. In view Particulars Computers Capital WIP Capital Total (A) + (B) Total Total (B) Total Previous year Tangible Tangible year Previous Assets Assets Intangible WIP Capital 232,143,300 142,485 Vehicles (A) Total Assets: Intangible Channel Development Computer softwareComputer 5,291,399 3,683,750

72 Eleventh Annual Report 2.10 Deffered Tax Assets (Net) Particulars 31st March, 2015 31st 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 1,225,106 964,665 Provision for encashment of leave 2,195,014 2,684,291 Provision for bad & doubtful debts 140,098 140,098 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. 2.11 Long Term Loans and Advances Particulars 31st March, 2015 31st 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 131,243,329 113,560,520 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.

2.12 Other Non-Current Assets Particulars 31st March, 2015 31st March, 2014 (Amount in Rs.) (Amount in Rs.) Unamortized Expenses - 47,861

Total - 47,861 Note: Unamortized Expenses are written off over a period of 5 years. Eleventh Annual Report 73 2.13 Current Investments Particulars 31st March, 2015 31st 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 2,500,000

2.14 Trade Receivable Particulars 31st March, 2015 31st 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 19,243,860 75,420,451 Unsecured, considered good

Provision for Doubtful Debts - (453,391) Total 35,122,283 148,220,505 2.15 Cash And Cash Equivalents Particulars 31st March, 2015 31st March, 2014 (Amount in Rs.) (Amount in Rs.) a. Cash on hand 366,421 192,297 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 470,443 437,310 Total 14,142,669 8,020,117

2.16 Short Term Loans and Advances Particulars 31st March, 2015 31st 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 2.17 Other Current Assets Particulars 31st March, 2015 31st March, 2014 (Amount in Rs.) (Amount in Rs.) a. Unamortized Expenses 47,861 287,100 b. Interest accrued on fixed deposits with Banks 2,156,097 4,429,605 Total 2,203,958 4,716,705

2.18 Revenue From Operation Particulars 31st March, 2015 31st March, 2014 (Amount in Rs.) (Amount in Rs.) Sale of Services 114,189,313 196,763,319 Total 114,189,313 196,763,319

2.19 Other Income Particulars 31st March, 2015 31st March, 2014 (Amount in Rs.) (Amount in Rs.) Interest received 846,854 692,331 Dividend received (From Co-operative Bank) - 300,000 Sundry Credit Balance w/back 5,621,679 2,185,999 Other non operating income 1,064,348 957,195 Miscellaneous Income (Prior period w/back) - 1,964,742 Total 7,532,881 6,100,267

2.20 Telecasting Expenses Particulars 31st March, 2015 31st 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 29,256,560

2.21 Administrative Expenses Particulars 31st March, 2015 31st March, 2014 (Amount in Rs.) (Amount in Rs.) Electricity charges 7,957,950 7,097,302 Insurance charges 1,378,523 445,672 Other administrative expenses 9,910,112 6,255,697 Membership and subscription 1,449,754 1,211,027 Printing and stationery 1,040,850 696,506

Eleventh Annual Report 75 Security charges 1,252,557 210,067 Professional fees 5,028,762 4,124,213 Rent, rates and taxes 7,270,980 6,547,341 Repairs and maintenance to buildings 274,016 456,391 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 280,000 210,000 Remuneration to auditors 602,800 550,000 Total 62,795,578 41,186,044

2.22 Marketing Expenses Particulars 31st March, 2015 31st March, 2014 (Amount in Rs.) (Amount in Rs.) Advertisement and sales promotion expenses 1,273,627 691,829 Commission and brokerage 2,319,210 2,987,437 Total 3,592,837 3,679,266

2.23 Employee Benefits Expenses Particulars 31st March, 2015 31st March, 2014 (Amount in Rs.) (Amount in Rs.) Salaries and incentives 178,244,308 144,313,163 Contributions to - Providend and other fund 9,490,046 6,916,996 Staff welfare expenses 1,881,535 1,199,475 Total 189,615,889 152,429,634

2.24 Finance Cost Particulars 31st March, 2015 31st 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 6,716,218

76 Eleventh Annual Report 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.

2.26 Segment Reporting

The company is operating in Single Primary Business Segment Broadcasting and accordingly, there is no separate reportable Segment.

2.27 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 Relationship Mi Marathi Media Ltd Associate Company Supriya Kanase Key Managerial Personnel (CEO)

b. Transactions with Related Parties (Rupees in ‘000s) Nature of Transaction Key Managerial Associate Company Personnel Total Remuneration to Key Managerial Personnel -- 9,000 9,000 (--) (9,000) (9,000)

Unsecured Loans received 3,93,274 -- 3,93,274 (4,43,535) (--) (4,43,535) Unsecured Loan repaid 36,987 -- 36,987 (91,202) (--) (91,202) Outstanding balance at the yearend included in 15,36,805 -- 15,36,805 Non-current liability under long term borrowing (--) (11,80,517) (11,80,517)

Note: Figures in parenthesis relates to previous year.

2.28 Earnings per Share (Rupees in ‘000s) Particulars 31stMarch, 2015 31st March, 2014 Profit /(Loss) after Tax (5,35,141) (1,99,988)

Number of Shares outstanding as at end of the year 25314000 25314000 (Face Value Rs.10 Per Share )

Weighted average Number of shares outstanding during the year (Face 25314000 25314000 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 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 31st March 2015 31st March 2014 Employers Contribution to Provident Fund 7019 4567

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 2015 2014 2015 2014 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 630 406 695 514 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 119 174 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 31st March 2015 1,554 1,484 Present value of obligation as 31st March 2015 7,547 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 630 406 695 514 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 4,206

78 Eleventh Annual Report 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.

2.32 Additional information to the extent applicable.

(Rupees in ‘000s) Year Ended 31st March 2015 Year Ended 31st March 2014 Particulars

(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 2,798 --

ii) Others 8,127 --

i) Audit Fees 553 494

ii) Tax Audit Fees 124 124

iii) Others Services 91 85

Eleventh Annual Report 79 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.

2.34 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.

2.35 Pending Legal cases against the company

The company has received legal notices from 10 parties who being sundry creditors and other parties for an amountof 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.

2.36 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 03543531) (DIN 06732438)

Jayesh D. Sangani M. S. Kapur Deepak Sharma Avinash Godse Partner (Director) (Director) (CFO & Company Secretary) Membership No. 036041 (DIN 00703815) (DIN 02268257) Mumbai, 28th May, 2015 Mumbai, 28th May, 2015

80 Eleventh Annual Report Broadcast Initiatives Limited

Regd. Off.: 101, Sumer Kendra Society, Pandurang Budhkar Marg, Near Doordarshan Kendra, Behind M & M Tower, Worli, Mumbai- 400013 | CIN: L92130MH2004PLC144371 | Tel: -91-22-61709777 | E-mail: [email protected] Website: www.liveindia.in

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- 400 058 on Wednesday, September 30, 2015 at 11.30 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 &

82 Eleventh Annual Report Broadcast Initiatives Limited

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)

Name of Member(s) Registered address E-mail id Folio No./ Client Id DP No.

I/We, being the member(s) holding………………...... ……...Equity Shares of Broadcast Initiatives Limited, hereby appoint:

Name Address E-mail id Signature

Or failing him

Name Address E-mail id Signature

Or failing him

Name Address E-mail 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 11.30 a.m. at Seminar Room, Mayur Hall, All India Institute of Local Self Government, Sthanikraj Bhavan, C.D. Barifwala Marg, Andheri (W), Mumbai- 400 058 and at any adjournment thereof in respect of such resolutions as are indicated below:

Eleventh Annual Report 83 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. 100655W) 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, 2017. 3. To consider and approve appointment of Ms. Supriya Vasant Kanase (DIN: 03543531), as a Director of the Company. 4. To consider and approve appointment of Ms. Supriya Vasant Kanase (DIN: 03543531), 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: 06732438), as a Director of the Company. 6. To consider and approve appointment of Mr. Satish K Singh (DIN: 06732438), 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: 02268257), 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, 2018. 8. To consider and approve re-appointment of Mr. Manmohan Singh Kapur (DIN: 00703815), 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, 2018. 9. To consider and approve appointment of Dr. Bharat Kumar Raut (DIN: 07193323), 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, 2018. 10. To consider and approve appointment of Mr. Kumar Ketkar (DIN: 07193110), 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, 2018. 11. To consider and approve the Preferential issue of Securities

Signed this ………………………..day of ……………………..2015 Affix & Signature of Shareholder______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- 400013, not less than 48 hours before the commencement of the Meeting.

84 Eleventh Annual Report Eleventh Annual Report Eleventh Annual Report - Team Live India -

Mr. Sati sh K. Singh Mr. Charan Srivastava Mr. Rajendraprasad Misra Mr. Sandeep Katyal Group Editor-In-Chief Input Head Output Head Producti on Head

Mr. Shibu Chacko Mrs. Bindu Dhawan Mr. Navin Goel Mr. Basant Jha Distributi on Head Sales Head Chief Technical Oﬃ cer Editor-Digital Operati on Regd. Ofﬁ ce: 101, Sumer Kendra Society, Pandurang Budhkar Marg, Near Doordarshan Kendra, Behind Mahindra & Mahindra Tower, Worli, Mumbai- 400013 CIN: L92130MH2004PLC144371 Website: www.liveindia.tv | Email: [email protected] | Tel.: 022-61709777

Delhi Ofﬁ ce: 1, Mandir Marg, Premnath Motors Complex, New Delhi-110001. Tel: 011-66664888 | Fax: 011-23744273 / 23741523

Corporate Ofﬁ ce: 1st Floor, Vega Centre, A-Building, Shankarseth Road, Next to Income Tax Ofﬁ ce, Swargate, Pune - 411 037. Tel.: 020-41255300 FORM B (Clause 31(a) of Listing Agreement) Format of covering letter of the Annual Audit Report to be filed with the Stock Exchange

1. Name of the Company Broadcast Initiatives Limited

2. Annual Financial statements March 31, 2015 for the year ended 3. Type of Audit observation Qualification and Emphasis of Matter 4. Frequency of observation Repetitive in respect of observation (a) and (b) as stated in item 5 below from the financial year ended March 31, 2013

5. Draw attention to relevant Qualification: notes in the annual financial a) As stated in point no. vii (a) of Annexure to Independent statement and Management Auditor’s Report (Refer page no. 63 of Annual Report) response to the qualification regarding irregularity in depositing statutory dues such in the Directors Report as TDS, PF.

Emphasis of Matter: b) As stated in point no. 9 of the Independent Auditor’s Report (Refer page no. 61 of Annual Report) the Companies accumulated losses has fully eroded the net worth of the Company.

Management Response: As stated in point no. 9 of Director’s Report (Refer page no. 25 of Annual Report)

6. Additional comments from As per disclosures made in the Annual Report the Board / Audit committee Chairman 7. To be signed by - 8. Chief Executive Officer & Managing Director Sd/- Ms. Supriya Kanase 9. Chief Financial Officer & Company Secretary Sd/- Mr. Avinash Godse 10. Audit Committee Chairman Sd/- Mr. Deepak Sharma

11. Statutory Auditors For Ashok Jayesh & Associates Chartered Accountants (FRN 100655W)

Sd/- Jayesh D. Sangani Partner (M. No. 036041)