SHARE CAPITAL:

There was no change in Share Capital of the Company during the Financial Year 2014-15.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has 3 (Three) Subsidiary Companies:

(i)MPCR Broadcasting Service Private Limited (MPCR)

(ii)UBJ Broadcasting Private Limited (UBJ)

(iii)HHP Broadcasting Services Private Limited (HHP).

In accordance with Section 129(3) of the Companies Act, 2013 read with Rule 6 of Companies (Accounts) Rules, 2014, the Company, being an intermediate wholly-owned subsidiary, is not required to prepare consolidated financial statements of the Company and all its subsidiaries. A statement containing the salient features of the Financial Statement of the subsidiaries in the prescribed format AOC-1 is appended as Annexure II to this report. The statement also provides the details of performance, financial positions of each of the subsidiaries. These documents will also be available for inspection at the Registered Office of the Company and of the subsidiary companies during business hours on all working days and during the Annual General Meeting.

The Company does not have any Joint Ventures or Associate Companies.

Stakeholders’ Relationship Committee

The composition of the Committee is given below

*Mr. Arun Khakhar resigned w.e.f 15th April, 2015 from the directorship of the Company.

As per the provisions of Schedule IV to the Act, an independent director who resigns from the Board of the Company shall be replaced by a new independent director within a period of not more than one hundred and eighty days from the date of such resignation. The Company is in process of appointing a new independent director.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and review the business operations. During the year under review, the Board met 10 (Ten) times. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.

STATUTORY AUDITORS:

M/s. A. R. Sodha & Co., Chartered Accountants, Mumbai (FRN : 110324W), were appointed as the Statutory Auditors of the Company and hold such office upto the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from them regarding their willingness to act as Statutory Auditors of the Company. The Company has also received a certificate from them to the effect that their re- appointment, if made, would be in compliance with the conditions as prescribed under Section 139 of the Companies Act, 2013 and they satisfy the criteria as provided under Section 141 of the said Act.

Your Directors recommends the re-appointment of M/s. A. R. Sodha & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company to hold the office from the conclusion of 8th Annual General Meeting up to the conclusion of 11th Annual General Meeting of the Company and to audit Financial Statements for the financial years from 2015-16 to 2018-19.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT:

No adverse remark/comments/observations are made by the Statutory Auditors in their report
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint on sexual harassment during the year under review.

COMPOSITE SCHEME OF AMALGAMATION AND ARRANGEMENT:

The Board of Directors at its meeting held on 28th August, 2014 approved the Composite Scheme of Amalgamation and Arrangement between Maiboli Broadcasting Private Limited (MBPL) and Sri Adhikari Brothers Assets Holding Private Limited (SAB Assets) and Sri Adhikari Brothers Television Network Limited (SABNTL) and UBJ Broadcasting Private Limited (UBJ) and HHP Broadcasting Services Private Limited (HHP) and MPCR Broadcasting Service Limited (MPCR) and TV Vision Limited (TVL) and SAB Events & Governance Now Media Private Limited (SAB Events) ( Formerly known as ‘Marvick Entertainment Private Limited’) and their respective shareholders (“Scheme”) under Section 391 to 394 of the Companies Act, 1956 read with Section 78, Section 100 to 103 of the Companies Act, 1956 and Section 52 and other relevant provisions of the Companies Act, 2013.

The Scheme provides for Demerger of Broadcasting business of SABTNL into TV Vision Limited. Pursuant to the Scheme, the issued, subscribed and paid up Equity Share Capital of the Company of Rs.26,37,50,000 divided into 2,63,75,000 Equity Shares of Rs.10/- each of the Company shall stand cancelled, representing the shareholding of SABTNL i.e. creating a mirror image  of the shareholding pattern of SABTNL

The proposed restructuring will not cause any prejudice to the creditors of the Company since it does not involve any financial outlay/outgo on the part of the Company. The reduction of capital does not involve either the diminution of any liability in respect of unpaid capital or the payment to any shareholder of any paid-up capital. The reduction of Equity Share Capital of the Company was approved by the Equity Shareholders at the Extra Ordinary General meeting of the Company by passing a Special Resolution required in terms of Section 100 of the Companies Act, 1956.

The Company Scheme Petition was admitted by the Hon’ble High Court on 7th August, 2015 and the final hearing is scheduled to be held on 25th September, 2015.  Hence, the impact of the above mentioned Scheme has not been given in the Financial Statements for the year ended 31st March, 2015.

APPRECIATION:

The Board of Directors express their gratitude and also place on record their deep appreciation towards the support and co-operation received by Company during the period under review.

REVIEW OF OPERATIONS: During the year under review, the Company earned total revenue of Rs.6613.62 Lacs as against Rs.5864.59 Lacs in the previous year. The Profit before tax was Rs.485.79 Lacs as against Rs.372.10 Lacs in the previous year. The Profit after tax was Rs.337.61 Lacs as against Rs.249.30 Lacs in the previous year. Your Directors expect better performance in the coming years. TELEVISION CHANNEL “MASTIII”: The Company operates National Channel ‘MASTIII’. “MASTIII”, the music television channel continues to maintain the number one position in the target market. The music on ‘MASTIII’ has a universal appeal, ranging from peppy to romantic and from retro to latest blockbusters. Keeping in mind the viewer's mood during different day parts, the channel telecasts a mix of old and new Hindi songs.

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy for the year under review are as follows: A.Conservation of Energy a.Steps taken or impact on conservation of energy – The operations of the Company are not energy intensive. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities. b.Steps taken by the Company for utilizing alternate sources of energy – Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises. c.The capital investment on energy conservation equipment – Nil

B.Technology Absorption a.The efforts made towards technology absorption – the minimum technology required for the business has been absorbed. b.The benefits derived like product improvement, cost reduction, product development or import substitution – Not Applicable c.In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) – Not Applicable d.The expenditure incurred on Research and Development - Not Applicable

Pursuant to provisions of Section 134(3) (c) of the Companies Act, 2013, the Board of Directors state that: a)In the preparation of annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures; b)The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the ended on that date; c)The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for detecting and preventing fraud and other irregularities; d)The Directors have prepared the annual accounts on a ‘going concern’ basis; and e)The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.