డైరెక్టర్ల నివేదిక Aastha Broadcasting Network Ltd.

Mar 31, 2014

THE SHARE HOLDERS

The Directors present the 32nd Annual Report on the business of the Company and the audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2014.

FINANCIAL RESULTS & WORKING OF THE COMPANY (Rs. in Lakhs)

Particular Year Ended

31st March, 2014 31st March, 2013

Profit/(Loss)Before Tax (32.32) (38.68)

Less : Provision for Tax

1. Current tax NIL NIL

2. Short Provision of Tax NIL NIL

3. Deferred Tax (9.99) (11.95)

Profit/(Loss) After Tax (22.33) (26.73)

Add : Balance brought from previous year (568.11) (541.38)

Balance carried to Balance Sheet (590.44) (568.11)

DIVIDEND

No dividend is declared in the absence of profit.

OPERATIONS

Your Company is a media Company, at present we are promoting our "Arihant" TV Channel also we have got license of Teleport from Ministry of Corporate Affairs and we are making efforts to setup Teleport.

DIRECTORS

In accordance with the provisions of Section 255 of the Companies Act, 1956, Shri Prabhat Jain, Director, retires by rotation and being eligible, offer himself for re- appointment at the ensuing Annual General Meeting. The Board recommends his re- appointment for consideration of the shareholders.

During the year Board have appointed Shri Kishan Vir Sharma as Additional director of the Company on 24/01/2014 and now Board proposed for his regularization as director of the Company from the Shareholders of the Company. Further on 14/06/2014 he was appointed as Chairman & Managing Director (CMD) of the Company, the Board again recommends his confirmation as Chairman & Managing Director (CMD) from the Shareholders.

On 24/01/2014 the Board has appointed Shri Siddhartha Ananta Bhargava as Additional Director of the Company and now Board proposed for his regularization as director of the Company from the Shareholders of the Company.

DIRECTORS'' RESPONSIBILITY STA TEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, in respect of Directors'' Responsibility Statement, it is hereby Confirmed that:

a) In the preparation of the annual accounts, for the financial period ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit or loss of the Company for the above period under review.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on ''going concern'' basis.

LISTING OF SHARES

The Equity Shares of the Company (except the preferential allotment of shares) are listed on Bombay Stock Exchange Limited (BSE), and legal proceedings are continued to get listing of preferential allotment. The Company has paid the Annual Listing Fee for the Year 2013-2014.

The Company has sorted out previous irregularities and now the Company is in the process to restoring trading of the shares with BSE.

FIXED DEPOSIT

During this Financial year and also in past Company has never accepted any fixed

deposit from the public.

AUDITORS

M/s K.U. Kothari & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and, being eligible, offers themselves for re-apportmert as Statutory Auditors of the Company. Vour Directors recommend their appointment.

AUDITORS'' REPORT

Comments made by the Statutory Auditors in the Auditors'' Report are self-explanatory and do not require any further clarification.

SECRETARIAL COMPLIANCE CERTIFICATE

In terms of the provisions of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 and Notification issued by the Ministry of Corporate Affairs, the Company is not required to take Compliance Certificate under Section 383A of the Companies Act, 1956.

COMPANY SECRETARY & COMPLIANCE OFFICER

As per the provisions of Section 383A of the Companies Act, 1956 and Clause 47(a) of the Listing Agreement, Mr. Raj Mani Tiwari is the Company Secretary & Compliance Officer of the Company.

PARTICULARS OF EMPLOYEES

During the financial year ended on 31st March 2014, the Company did not have any employee whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

A. Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.

B. The Company is taking advantage of the latest development and advancement in the Media Industry. The Company is using latest technology which is well established in the Country and no foreign technology / know-how was purchased during the year. The Company has not incurred any R & D expenditure during the year.

C. There was no export activity in the Company during the period under review. The Company is not planning any export in the near future as well.

D. Foreign Exchange Earnings : Rs. NIL Foreign Exchange Outgo : Rs. NIL

CORPORATE GOVERNANCE

As per the provisions of Clause 49 of the Listing Agreement with the Bombay Stock Exchange, the Company has implemented the Code on Corporate Governance. The Corporate Governance Compliance Certificate obtained from the M/s Saurabh Srivastava & Associates, Practicing Company Secretaries is attached to this report.

ACKNOWLEDGEMENTS

Your Directors acknowledge the support and thank to the Shareholders, Investors, Bankers and Government Departments for their continued support. Your Directors are also thankful to the clients for their continued faith and support reposed in them. Last but not the least, your directors'' places on record their sense of appreciation for the valuable contribution made by the employees of the Company.

Santosh Kumar Jain Hiren Harshad Doshi Director Director

Place : Kolkata Dated : 14//06/2014

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Mar 31, 2012

The Directors present the 30lh Annual Report on the business of the Company and the audited Balance Sheet and Profit & Loss Account for the 9 months' period ended 31st March, 2012.

FINANCIAL RESULTS & WORKING OF THE COMPANY

(Rs. in Lakhs)

Particular Year Ended

31st March, 2012 30th June, 2011

Profit/(Loss)Before Tax (158.56) (219.85)

Less : Provision for Tax

1. Current tax NIL NIL

2. Short Provision of Tax - 0.63

3. Deferred Tax (77.75) (47.13)

Profit/(Loss) After Tax (80.81) (173.35)

Add : Balance brought from previous year (460.57) (287.22)

Balance carried to Balance Sheet (541.38) (460.57)

DIVIDEND

No dividend is declared in the absence of profit.

OPERATIONS

Your company is broadcasting and attempting to popularise it's "Arihant" TV Channel with resources at the disposal of the company.

DIRECTORS

In accordance with the provisions of Section 255 of the Companies Act, 1956, Shri Prabhat Jain, Director, retires by rotation and being eligible, offer themselves for re- appointment at the ensuing Annual General Meeting. The Board recommends his re- appointment for consideration of the shareholders.

Shri Hiren Harshad Doshi, whole Time Director of the Company was re-appointed Whole Time Director of the Company with effect from 1st October 2011 for a period of one years expiring on 30/09/2012.

Shri Krishan Kumar Khadaria, Director of the Company has resigned from the Company with effect from 9th August 2011 and the Board has accepted his resignation in the Board Meeting dated 23/08/2011.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, in respect of Directors' Responsibility Statement, it is hereby Confirmed that:

a) In the preparation of the annual accounts, for the financial period ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period and of the profit or loss of the Company for the above period under review.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts for the financial period ended 31st March, 2012 on 'going concern' basis.

LISTING OF SHARES

The Equity Shares of the Company (except the preferential allotment of shares) are listed on Bombay Stock Exchange Limited (BSE), and legal proceedings are continued to get listing of preferential allotment. The Company has paid the Annual Listing Fee for the Year 2011- 2012.

The Company has sorted out previous irregularities and now the Company is in the process to restoring trading of the shares with BSE.

FINANCIAL YEAR

In the earlier year Company had extended its Financial period to 15 months from 1st April 2010 to 30th June 2011 and therefore, this financial reporting period is for nine months from 1st July 2011 to 31st March 2012.

AUDITORS

M/s K.U. Kothari & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and, being eligible, offers themselves for re-appointment as Statutory Auditors of the Company. Your Directors recommend their appointment.

AUDITORS' REPORT

Comments made by the Statutory Auditors in the Auditors' Report are self-explanatory and do not require any further clarification.

SECRETARIAL COMPLIANCE CERTIFICATE

In terms of the provisions of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 and Notification issued by the Ministry of Corporate Affairs, the Company is not required to take Compliance Certificate under Section 383A of the Companies Act, 1956.

COMPANY SECRETARY & COMPLIANCE OFFICER

As per the provisions of Section 383A of the Companies Act, 1956 and Clause 47(a) of the Listing Agreement, Mr. Raj Mani Tiwari has been appointed as Company Secretary & Compliance Officer with effect from 4lh September 2010.

PARTICULARS OF EMPLOYEES

During the financial period ended on 31sl March 2012, the Company did not have any employee whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

A. Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.

B. The Company is taking advantage of the latest development and advancement in the Media Industry. The Company is using latest technology which is well established in the Country and no foreign technology / know-how was purchased during the year. The Company has not incurred any R&D expenditure during the year.

C. There was no export activity in the Company during the period of 9 months under review. The Company is not planning any export in the near future as well.

D. Foreign Exchange Earnings : Rs. NIL

Foreign Exchange Outgo : Rs. NIL

CORPORATE GOVERNANCE

As per the provisions of Clause 49 of the Listing Agreement with the Bombay Stock Exchange, the Company has implemented the Code on Corporate Governance. The Corporate Governance Compliance Certificate obtained from the M/s Saurabh Srivastava & Associates, Practicing Company Secretaries, New Delhi is attached to this report.

ACKNOWLEDGEMENT

Your Directors acknowledge the support and thank the Shareholders, Investors, Bankers and Government Departments for their continued support. Your Directors are also thankful to the clients for their continued faith and support reposed in them. Last but not the least, your directors' places on record their sense of appreciation for the valuable contribution made by the employees of the Company.

Sd/- Sd/-

Shiv Kumar Garg Hiren H. Doshi

Chairman & Managing Director Whole Time Director

Place : Lucknow

Dated : 30th May, 2012

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Jun 30, 2011

The Directors of your Company are pleased to present the 29th Annual Report on the business of the Company and audited Balance Sheet and Profit & Loss Account for the 15 months period ended June 30th 2011.

FINANCIAL RESULTS & WORKING OF THE COMPANY (Rs. in Lakhs)

Particular Year Ended

30th June 2011 31st March 2010

Profit/(Loss)Before Tax (219.85) (135.97)

Less : Provision for Tax

1. Current tax NIL NIL

2. Short Provision of Tax 0.63 NIl

3. Deferred Tax <47.13) 10.51

Profit/(Loss) After Tax (173.35) (146.48)

Add : Balance brought from previous year (287.22) (140.74)

Balance carried to Balance Sheet (460.57) (287.22)

DIVIDEND

No dividend is declared in the absence of profit.

OPERATIONS

Your Company has launched a new television channel named "ARIHANT". The Company has also received requisite permission from the Ministry of Information and Broadcasting for setting Lipof Teleport (Earth Station) which the Company is in the process of setting up.

DIRECTORS

In accordance with the provisions of Section 255 of the Companies Act, 1956, Shri San tosh Kumar Jain, Director, retires by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting. The Board recommends his re-appointmenl for consideration of the shareholders.

Shri Hiren Harshad Doshi, whole Time Director of the Company was re-appointed Whole Time Director of the Company with effect from l" October 2009 for a period of two years expiring on 30/09/2011, and the Board of Directors has decide to re-appoint him for a term Of one year as Whole Time Director, w.e.f. 1SI October 2011 to 30th September 2012. The Board recommends his re-appointment for consideration of the shareholders as Special Resolution.

As per provision of Section 283 of the Companies Act, 1956 Shri Kashyap Patel has vacated the Office and Board of Directors approve it on 04/09/2011, Company has removed two directors Shri Kirit C. Mehta and Smt. Neena K. Mehta under Section 284 of the Companies Act, 1956 upon receiving the Notice under Section 190 from the shareholders during the period. Brief details of the other directors, nature of their experience in specific functional areas and names of the Companies in which they hold directorship and membership/Chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange are given in the Section on Corporate Governance in the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217{2AA) of the Companies Act,1956, in respect of Directors' Responsibility Statement, it is hereby Confirmed that:

a) In the preparation of the annual accounts, for the financial period ended 30th June, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and Fair view of the state of affairs of the Company at the end of the financial period and of the profit or loss of the Company for the above period under review.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts for the financial period ended 30th June, 2011 on 'going concern' basis.

LISTING OF SHARES

The Equity shares of the Company (except the preferential allotment of shares) are listed on Bombay Stock Exchange Limited (BSE), and legal proceedings are continued to get listing of preferential allotment. The Company has paid the Annual Listing Fee for the Year 2010-2011. Due to some extra ordinary circumstances Company could not prepare its accounts and therefore could not file quarterly results to the BSE, hence BSE has suspended trading of the shares since January 2011 due to all this reasons, the Company is in the process to restore trading of the shares by complying the provisions of Listing Agreement of BSE.

FINANCIAL YEAR

Due to some extra ordinary circumstances Company has changed its present financial year from 1 April 2010 to 30th June 2011 (12 months to 15 months).

AUDITORS

M/s K.U. Kothari & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company retire at the conclusion of this Annual General Meeting and, being eligible, offers themselves for re- appointment as Statutory Auditors of the Company. Your Directors recommend their appointment.

AUDITORS' REPORT

Comments made by the Statutory Auditors in the Auditors' Report are self-explanatory and do not require any further clarification.

SECRETARIAL COMPLIANCE CERTIFICATE

In terms of the provisions of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate} Rules, 2001 and Notification issued by the Ministry of Corporate Affairs, the Company is not required to take Compliance Certificate under Section 383A of the Companies Act, 1956.

COMPANY SECRETARY & COMPLIANCE OFFICER

As per the provisions of Section 383A of the Companies Act, 1956 and Clause 47(a) of the Listing Agreement, Mr, Raj Mani Tiwari has been appointed as Company Secretary & Compliance Officer with effect from 4lS September 2010.

PARTICULARS OF EMPLOYEES

During the financial period ended on 30(tl June 2011, the Company did not have any employee whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

A. Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.

B. The Company is taking advantage of the latest development and advancement in the Media Industry. The Company is using latest technology which is well established in the Country and no foreign technology / know-how was purchased during the year. The Company has not incurred any R&D expenditure during the year.

C. There was no export activity in the Company during the period of 15 months under review. The Company is not planning any export in the near future as well.

D. Foreign Exchange Earnings : Rs. NIL Foreign Exchange Outgo : Rs. 75050

CORPORATE GOVERNANCE

As per the provisions of Clause 49 of the Listing Agreement with the Bombay Stock Exchange, the Company has implemented the Code on Corporate Governance. The Corporate Governance Compliance Certificate obtained from the M/s Saurabh Srivastava & Associates, Practicing Company Secretaries, New Delhi is attached to this report.

ACKNOWLEDGEMENTS

Your Directors acknowledge the support and owe a debt of gratitude to the Shareholders, Investors, Bankers and Government Departments. Your Directors are also thankful to the clients for their continued faith and support reposed in them. Last but not the least, your directors' place on record their sense of appreciation for the valuable contribution made by the employees of the Company. Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges the dedicated efforts of staffs and employees of the Company.

For and on behalf of the Board

SHIV KUMAR GARG

CHAIRMAN & MANAGING DIRECTOR

Place : Lucknow

Date : 15th November, 2011

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Mar 31, 2010

The Directors of your Company present the Twenty Eighth Annual Report on the business of the Company and audited Balance Sheet and Profit & Loss Account as at March 31st 2010.

FINANCIAL RESULTS & WORKING OF THE COMPANY

(Rs. in Lakhs)

Particular Year Ended

31st March2010 31st March 2009

Profit/(Loss)Before Tax (135.97) (123.17)

Less: Provision for Tax

1. Current tax NIL NIL

2. Fringe Benefit Tax NIL 1.41

3. Deferred Tax (10.51) 43.63

Profit/(Loss) After Tax (146.48) (80.95)

Add : Balance brought from (140.74) (59.79) previous year_

"Balance carried to Balance Sheet (287.22) (140.74)

DIVIDEND

No dividend is declared in view of the requirements of the funds for strengthening the fundamentals of the Company.

OPERATIONS

Your Company proposes launching a new television channel named "ARIHANT" for which the Company has received requisite permission from the Ministry of Information and Broadcasting on 18th November, 2009.

DIRECTORS ,

In accordance with the provisions of the Companies Act, 1956 Shri Krishan Khadaria and Shri Prabhat Kumar Jain, Directors, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual .

General Meeting. The Board recommends their re-appointment for consideration of the shareholders.

On 25th August, 2010, Company on the requisition of Shareholders called an Extraordinary General Meeting and removed Shri Kirii C. Mehta and Smt. Neena Kirit Mehta from the directorship of the Company under section 284 of the Companies Act, 1956, also Shri Kashyap P. Patel disqualified from the directorship of the Company under Section 283(1 )(g) of the Companies Act, 1956 and the Company has therefore removed his name from the directorship of the Company at a duly convened Board Meeting held today i.e. on 4th September 2010.

Brief details of the other directors, nature of their experience in specific functional areas and names of the Companies in whom they hold directorship and membership/Chairmanship of Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange are given in the Section on Corporate Governance in the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA] of the Companies Act, 1956, with respect of Directors' Responsibility Statement, it is here by Confirmed:

a) That in the preparation of the annual accounts, for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts for the financial year ended 31st March,20l0on a 'going concern' basis.

AUDITORS

M/s Vimal Punmiya & Co., Chartered Accountants, Mumbai, The Statutory Auditors of the Company held office until the conclusion of this Annual General Meeting as they have expressed their unwillingness to re-appoint as Statutory Auditors of the Company after conclusion of this Annual General Meeting. Therefore Company has approached M/s K.U. Kothari & Co., Chartered Accountants, Mumbai being eligible for appointment as new Statutory Auditor of the Company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting. A certificate under Section 224(1) of the Companies Act, 1956 regarding eligibility of M/s K.U. Kothari & Co., Chartered Accountants, Mumbai for the proposed appointment has been obtained from them. Your Directors recommend their appointment.

AUDITORS' REPORT

Comments made by the Statutory Auditors in the Auditors' Report are self- explanatory and do not require any further clarification.

SECRETARIAL COMPLIANCE CERTIFICATE

In terms of the provisions of Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 and Notification issued by the Ministry of Corporate Affairs, the Company is not required to take Compliance Certificate under Section 383A of the Companies Act,1956.

PARTICULARS OF EMPLOYEES

During the financial year ended on 31st March 2010. The Company does not have any employee whose particulars are required to. be given pursuant to the provisions of Section 217(2A} of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

A. Your Company is conscious about energy consumption and environmental issues related with it. It is continuously making sincere efforts towards conservation of energy and optimizing its usage in all aspects of operations.

B. The Company is taking advantage of the latest development and advancement in the Media Industry. The Company is using latest technology which is well established in the Country and no foreign technology / know how was purchased during the year. The Company has not incurred any R & D expenditure during the year.

C. There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

LISTING

The Equity shares of the Company except the preferential allotment of shares are listed on Bombay Stock Exchange Limited, and legal proceedings are continued to get listing of preferential allotment. The Company has paid the Annual Listing Fee for the Year 2010-2011.

CORPORATE GOVERNANCE

As per the provisions of Clause 49 of the Listing Agreement with the Bombay Stock Exchange, the Company has implemented the Code on Corporate Governance. The Corporate Governance Compliance Certificate obtained from the Auditors of the Company is attached to this report.

ACKNOWLEDGEMENTS

Your Directors acknowledge the support and owe a debt of gratitude to the Shareholders, Investors, Bankers and Government Departments. Your Directors are also thankful to the clients for their continued faith and support reposed in them. Last but not the least, you. directors' place on record their sense of appreciation for the valuable contribution made by the employees of the Company. Board express its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges the dedicated efforts of staff and employee of the Company.

HIRENH. DOSHI SHIVKUMAR GARG

WHOLE TIME DIRECTOR CHAIRMAN & MANAGING DIRECTOR

Place : Mumbai

Date : 23rd August, 2011