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Siti Networks Ltd.

BSE: 532795 | NSE: SITINET |

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Series: BE | ISIN: INE965H01011 | SECTOR: Media & Entertainment

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Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report

To the Members,

The Directors have pleasure in presenting the 11th Annual Report of the Company, together with the Audited Financial Statements for the year ended March 31, 2017 prepared as per Indian Accounting Standards as prescribed under Section 133 of the Companies Act, 2013(Act).

FINANCIAL HIGHLIGHTS

The Financial Performance of your Company for the year ended March 31, 2017 is summarized below:

(Rs, millions)

Particulars

Standalone

Consolidated

2016-17

2015-16

2016-17

2015-16

Revenue from operations

7,736.79

8,558.06

11,949.16

11,460.40

Other Income

162.79

207.81

258.85

231.16

Total Income

7,899.58

8,765.87

12,208.01

11,691.56

Total Expenses

6,989.23

6,966.11

9,921.07

9,000.99

EBIDTA

910.35

1,799.76

2,286.95

2,690.57

Less: Finance costs

1,210.12

1,375.79

1,274.47

1,399.29

Less : Depreciation

1,345.24

943.53

2,411.82

1,654.54

Profit/(Loss) before share of profit/(loss) of associates and joint ventures, exceptional item and tax

(1,645.01)

(519.56)

(1,399.35)

(363.26)

Share of profit/(loss) of associates and joint ventures

0.00

0.00

2.04

(2.06)

Profit/(Loss) before exceptional item and tax

(1,645.01)

(519.56)

(1,397.31)

(365.32)

Exceptional item

202.36

0.00

202.36

(1.58)

Profit/(Loss) before tax & exceptional items

(1,847.37)

(519.56)

(1,599.67)

(363.74)

Provision for Taxation (net)

2.58

0.00

192.64

49.17

Profit/(Loss) after tax & exceptional items

(1,849.95)

(519.56)

(1,792.31)

(412.91)

Remeasurement of defined benefit liability

(1.31)

0.30

2.25

0.07

Total comprehensive Profit/(Loss) for the period

(1,851.26)

(519.26)

(1,790.06)

(412.84)

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company. Based on the internal financial control framework and compliance systems established in the Company, the work performed by Statutory, Internal, Secretarial Auditors and reviews performed by the Management and/or Audit Committee of the Board, your Board is of the opinion that the Company''s internal financial controls were adequate and working effectively during Financial Year 2016-17.

BUSINESS OVERVIEW

Your Company began the year with a resolve to complete phase 3 & 4 areas and expand significantly in Broadband. The focus was on market expansion in certain areas and subscription revenue growth in Video and Broadband.

Your Company was reasonably effective in executing its strategy and added an industry leading 2.1 million subscriber relationships in Digital Cable in FY17 and now has more than 10 million digital customers to its credit. The Company now has a presence across 580 locations across the length and breadth of the country. In addition, the constant endeavor of streamlining our operations continued with prepaid migration done across 134 locations and ~1.2 million customers bought under its ambit as of August 2017. The Company also focused on up selling to our customers and we now have a base of 2.2 lakhs HD subscribers as of 30th June 2017. At the same time, we continued with our strategy of geographic expansion in contiguous territories and expanded our cable universe to 13.2 million .

Digitization was delayed again due to multiple petitions from various parties and extension of Phase 3 & 4 deadlines by the Central Government. This impacted the current year performance in terms of seeding and improvement of monetization levels; having said that, Phase 3 digitization is nearly over and we are looking to completely digitize our remaining analog subscriber base by the end of this fiscal year.

On the regulatory front, we have implemented GST across all our locations and we expect it to improve compliance and transparency in the industry, especially at the ground level. The subsuming of entertainment tax will ensure rationalization and make Cable more affordable as a medium of entertainment to the common man. The Tariff Order is expected to come into force later this fiscal and we expect it to offer the customer true choice, streamline the value chain and fuel growth for the Industry. SITI has aligned its systems and process to ensure seamless execution of the tariff order. This will also ensure that content cost growth is moderated for the industry and is a direct function of what is in demand with the end customer. You will be happy to know that SITI bolstered its content with multiple tie-ups and now has a portfolio of 130 local channels on a Pan India basis. This will ensure a rich and bespoke viewing experience for all customers

We are working closely with our business associates to support them to adjust to the changing regulation & technologies, offer more bespoke choices to the customer and improve ARPUs. We have signed deals with leading content providers to ensure the best of content for our subscribers.

With respect to the end consumer, the company is undertaking various initiatives such as consumer panels and other methods to precisely gauge the response on marketing initiatives, product plans, new product launch, marketing communications and collaterals to develop deeper understanding of usage, perceptual and preferences on our businesses. This will enable us to serve the customer better and fine tune our service offerings.

In broadband, your Company increased the customer base to 2,40,000 subscribers, primarily in Delhi, Greater Noida, Kolkata, Hissar, Karnal and Rohtak as of 30th June 2017. The focus was on improving customer experience and providing more value to the customer as we moved from a pure play DOCSIS network to a Hybrid network. In the near future, we plan to selectively deploy FTTH networks as well. You will be happy to know that the Company has managed to scale up steadily along with improved customer satisfaction levels. The Company is looking to expand selectively this year with multiple roll-outs.

Your Company continues to ensure compliance to the changing regulatory landscape, whether it is the matter of LCO agreements, Quality of Service Norms and others, we have always stressed on doing business in a systematic manner and ensure healthy development of the Industry. In this context, the All India Digital Cable Federation (AIDCF), of which SITI Networks is a founding member, continued to interact with the Ministry of Information & Broadcasting, TRAI and other Government authorities for redressal of the issues concerning the Industry. AIDCF is also working with other Industry bodies such as IBF, CII, FICCI, and ASSOCHAM to ensure close co-ordination and well considered policy recommendations.

Your Company continues to up skill the workforce in new processes as well as refresh the workforce by bringing in new talent from within the Group as well as other customer facing industries which is in line with our focus to make it a profitable entity. The Company sees this as significantly improving execution with the taking up of new approaches and redesigning the supply chain This would also make the organization more flexible. The Company refined its processes to allow effective decision making and execution, balancing this with adequate checks.

In financial terms, FY2016-17 was a year of tenacious execution under trying circumstances for your Company. Your Company''s consolidated revenue grew by 18% to '' 1,204 Crores; Subscription revenue grew strongly by 39% YoY, Carriage revenue grew by 17% YoY and broadband revenue grew by 100% YoY as Management continued the transition to a digital services provider and expanded presence in high growth services.

Consolidated EBITDA, including activation was at '' 2,287 million with margins at 19%. Delayin implementation of Phase 3 digitization due to litigation resulted in lower than planned seeding of boxes and monetization, wherever boxes were seeded in phase 3, whereas the costs pertaining to Phase 3 of digitization were incurred throughout the year. As a result, the operating profit declined during the current fiscal, which is likely to improve strongly as the digitization of Phase 3 is now complete. SITI has started the new fiscal on a strong note and seeded 1.6 million Boxes in Q1 FY2018, strengthening footprint across existing markets and contiguous territories.

The Company received fresh capital infusion of '' 150 Crores from Promoter Entities which strengthened the balance sheet and also restated the belief the promoters have in the performance of the company going forward. In FY18, Capital expenditure shall continue to be moderate, as we focus on expansion of Broadband and closure of digitization process in Cable. We expect operating synergies to play out this year leading to an improvement in recurring cash flows and consequently margins as well.

By the end of this year, your Company will be approaching our destination with respect to digitization and will have better presence in the broadband space. Our aim is to provide the consumer the best content in a platform neutral manner and eventually evolve into a responsive customer facing organization.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, in relation to Annual Financial Statements for the financial year 2016-17, your Directors hereby confirm that:

i. the Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2017 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

ii. during the financial year ended on March 31, 2017, the Company has for the first time adopted Indian Accounting Standards (Ind-AS) as per Section 133 of the Companies Act, 2013 and accordingly the Annual Financial Statements for the financial year ended on March 31, 2017 and comparative thereof for the financial year ended on March 31, 2016, have been prepared as per Ind-AS as against Indian Generally Accepted Accounting Principles (I-GAAP) followed in the earlier years and proper explanation(s) along with reconciliation have been provided in relation to material departures;

iii. accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit/loss of the Company for the year ended on that date;

iv. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act, to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

v. requisite internal financial controls were laid down and that such financial controls are adequate and operating effectively; and as Board composition and structure, effectiveness of Board processes, effectiveness of flow of information, contributions from each Directors etc.

AUDITORS Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 and the Rules made thereunder, the current Statutory Auditors of the Company, Walker Chandiok & Co. LLP, Chartered Accountants, having Firm Registration No. 001076N/ N500013, were appointed by the members at 9th Annual General Meeting of the Company to hold office until the conclusion of the 14th Annual General Meeting scheduled to be held in year 2020, subject to ratification at every Annual General Meeting.

The Members are requested to ratify the appointment of Walker Chandiok & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company and to fix their remuneration.

Secretarial Auditors

M/s Amit Agrawal & Associates, Company Secretaries in Whole Time Practice, having Firm Registration No. I2001DE191600, were appointed as Secretarial Auditors of the Company for the financial year 2016-17 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR-3 is annexed to this report as Annexure - I and forms part thereof.

The reports of Statutory Auditor and Secretarial Auditor forming part of this Annual Report do not contain any qualification, reservation or adverse remark(s). During the year the Statutory Auditors had not reported any matter under Section 143(12) of the Act, and as such no detail is required to be furnished under Section 134(3) (ca) of the Act.

Cost Auditor

In Compliance with the requirements of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014, as amended, M/s Jitender, Navneet and Co., Cost Accountants, having Firm

Registration No. 000119, were appointed to carry out Audit of the Cost Accounting Records of the Company during Financial Year 2016-17. Requisite proposal seeking confirmation of remuneration payable to the Cost Auditor for Financial Year 2016-17 by the Members as per Rule 14 of the Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of ensuing Annual General Meeting.

SUBSIDIARIES

During the year under review, there is no change in subsidiary companies of the Company. Accordingly, your Company continues to have 25 subsidiary companies.

Your Company has prepared the Consolidated Financial Statements in accordance with the Section 129(3) of the Companies Act, 2013 read with AS21 (Consolidated Financial Statements), Accounting Standard AS23 (Accounting for Investments in Associates) and AS27 (Financial Reporting of Interests in Joint Ventures).

Further, in compliance with Section 129 of the Act, a statement containing requisite details including financial highlights of the operation of all the subsidiaries in Form AOC-I is annexed to this report as Annexure - II and forms part thereof.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of each of the subsidiaries are available on the website of the Company www.sitinetworks.com. These documents will also be available for inspection during business hours at the Registered Office of the Company.

DEPOSITS

During the year under review, your Company has not accepted or invited any deposits as defined under Section 2(31) read with Chapter V of the Companies Act, 2013.

DIVIDEND

In view of the losses during the year under review, your Directors have not recommended any dividend either on Equity Shares on Preference Shares for the year under review.

EMPLOYEE STOCK OPTION SCHEME

Your Company had granted 4,663,500 no. of options to eligible persons on September 3, 2015 in terms of Employees Stock Option Scheme (SITI ESOP 2015) adopted pursuant to the approval of the members at the 9th Annual General Meeting of the Company held on August 27, 2015. During the period under review, 2,331,750 no. of options were vested with eligible persons as per SITI ESOP 2015 on September 3, 2016, out of which three (3) eligible persons have exercised 135,000 vested options.

Your Directors confirm that SITI ESOP 2015 is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.

The applicable disclosures as stipulated under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 with regard to Employee Stock Option plan of the Company are available on website www.sitinetworks.com.

PREFERENTIAL ISSUE OF SECURITIES - RECEIPTS AND UTILISATION

Your Company had issued 142,857,142 Warrants and 51,428,571 Optionally Fully Convertible Debentures (OFCDs) {''Warrant(s)'' and ''OFCD(s)'' collectively referred to as security(ies)} to Promoters / Promoter entities on preferential basis on February 19, 2017, at a price of ''35/per security (including premium of Rs, 34/- per security). During the financial year 2015-16, as per the terms of the issue, on receipt of subscription money aggregating to Rs, 5,300.00 million and consequent upon conversion and cancellation of 85,714,285 Warrants and 30,800,000 OFCDs, the Company had allotted 116,514,285 Equity Shares of Rs, 1/- each at a premium of Rs, 34 per Equity Shares. During the financial year 2015-16, your Company had utilized an amount aggregating to Rs, 4,209.51 million in accordance with the objectives of the said issue. Further, during the financial year 2016-17, your Company has utilized the balance receipt of Rs, 1,090.49 million in accordance with the objectives of the said issue

During the period under review, on receipt of Rs, 1,500 million, being balance 75% of consideration @ Rs, 26.25 per Warrant in respect of 57,142,857 no. of Warrants allotted to Promoter/Promoter Group entity on preferential basis, the Company has allotted equal no. of Equity Shares as per the terms of the issue. Further during the year under review, your Company has utilized an amount of Rs, 1,022.84 million in accordance with the objectives of the said preferential issue.

In connection with the Special Resolution passed by the Shareholders at the Extra-ordinary General Meeting of the Company held on February 4, 2016, approving Preferential Issue of 142,857,143 Warrants and 51,428,571 OFCDs of the Company to Promoters/Promoter Group entities, the subscription money aggregating to Rs, 1,800.00 million received by the Company towards the OFCDs include capitalisation of Loan of Rs, 802.30 million received by the Company prior to the issuance from the OFCDs Subscriber.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2016 has increased to Rs, 872.05 million comprising of 872,053,848 equity shares of Rs, 1/- each, due to allotment of:-

i. 135,000 no. of Equity Shares on February 14, 2017, to three eligible persons consequent upon exercise of options granted under SITI ESOP 2015;

ii. 77,771,428 no. of Equity Shares on February 27, 2017 to Promoter / Promoter Group entities, consequent upon conversion and cancellation of 57,142,857 no. of Warrants and 20,628,571 no. of OFCDs, allotted on preferential basis.

During the year under review, there is no change in Authorized Share Capital of the Company, which is Rs, 13,000.00 million comprising of 1,290,000,000 no. of Equity Shares of Rs, 1/- each and 10,000,000 no. of Preference Shares of Rs, 1/- each.

REGISTERED OFFICE

During the year under review, pursuant to approval granted by the Board of Directors, the Registered office of the Company has been shifted from Rs,135, Continental Building, Dr.Annie Besant Road, Worli, Mumbai - 400018'' to ''Madhu Industrial Estate, 4th Floor, P. B Marg, Worli, Mumbai - 400013'' with effect from May 25, 2016.

CHANGE OF NAME OF THE COMPANY

During the year under review, the name of the Company has changed from Siti Cable Network Limited to Siti Networks Limited pursuant to special resolution passed by the members of the Company under Section 13 of the Companies Act, 2013, which was approved by the Registrar of Companies Maharashtra, Mumbai by issuance of Certificate of Incorporation in changed name on August 5, 2016.

REGISTRAR & SHARE TRANSFER AGENT

During the year under review, the members of the Company at the 10th Annual General Meeting held on September 27, 2016, has approved a proposal for maintaining the Register and Index of Members, Register and Index of Debenture holders and other Security holders, etc. and copies of all Annual Returns prepared under Section 92 of the Act at the office of the Registrar

& Share Transfer Agent of the Company Link In time India Pvt Ltd (''RTA'') located at C-13, Pannalal Silk Mills Compound, LBS Road, Bhandup West, Mumbai 400 078 (Bhandup office), rather than at the Registered Office of the Company.

Since, RTA has shifted its Bhandup office, requisite proposal seeking members'' approval for maintaining Register & Index of members and other security holders and other Registers including Annual Return at the new office of the RTA situated at C 101, 247 Park, LBS Marg, Vikhroli (West), Mumbai 400 083, forms part of Notice of ensuing Annual General Meeting.

CORPORATE GOVERNANCE & POLICIES

Your Company is in compliance with the Corporate Governance requirements mentioned under SEBI Listing Regulations. In terms of Schedule V of the Listing Regulations, a detailed report on Corporate Governance together with the Compliance Certificate issued by Secretarial Auditor of the Company is attached to this Annual Report. Management''s Discussion and Analysis Report and Business Responsibility Report as per Listing Regulations are presented as separate section forming part of the Annual Report. The said Business Responsibility Report will also be available on the Company''s website www.sitinetworks.com as part of the Annual Report.

In compliance with the requirements of Companies Act, 2013 and SEBI Listing Regulations, your Board has approved various Policies including Code of Conduct for Directors & Senior Management, Material Subsidiary Policy, Insider Trading Code, Document Preservation Policy, Material Event Determination and Disclosure Policy, Fair Disclosure Policy, Corporate Social Responsibility Policy, Whistle Blower and Vigil Mechanism Policy, Related Party Transaction Policy and Remuneration Policy. All these policies and codes have been uploaded on Company''s website www.sitinetworks.com. Additionally, Directors Familiarization Programme and Terms and Conditions for appointment of Independent Directors can be viewed on Company''s website www.sitinetworks.com

In compliance with the requirements of Section 178 of the Companies Act, 2013, the Nomination & Remuneration Committee of your Board had fixed various criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification / experience, areas of expertise and independence of individual. The Committee had also approved in-principle that the initial term of an Independent Director shall not exceed three (3) years.

CORPORATE SOCIAL RESPONSIBILITY

The Company aims to remain essential to the society with its social responsibility, strongly connected with the principle of sustainability. It is responsibility of your Company to practice its corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interest of Stakeholders.

The provisions of Section 135(5) of the Companies Act,

2013, which entails spending in every financial year at least two percent of the average net profits of the Company made during the three immediately preceding financial years, is not applicable to the Company as the Company had incurred losses during the three immediately preceding financial years.

DISCLOSURES

i. Loans, Guarantee or Investments Made by the Company: Particulars of loans, guarantees and investments made by the Company required under section 186(4) of the Companies Act, 2013 are contained in Note No. 6 to the Standalone Financial Statements and are not reproduced for the sake of brevity.

ii. Related Parties Transactions: None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Information on material transactions with related parties pursuant to Section 134(3)(h) of the Act, read with rule 8(2) of the Companies (Accounts) Rules, 2014, in form AOC-2 is annexed to this report as Annexure - III and forms part thereof.

iii. Extract of Annual Return: The extract of annual return in MGT -9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is annexed to this report as Annexure -IV and forms part thereof.

iv. Internal Financial Control systems and their adequacy: Your Company has approved internal financial controls and policies/procedures for orderly and efficient conduct of the business including safeguarding of assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically.

v. Vigil Mechanisms/ Whistle Blower Policy: The

Company has established a vigil mechanism/framed a whistle blower policy. The policy enables the employees and other stakeholders to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy.

vi. Sexual Harassment: The Company has zero tolerance for Sexual Harassment at workplace and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under.

During the year under review, your Company has not received any complaint on sexual harassment.

vii. Regulatory Orders: No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

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

The Company is a Multi System Operator (MSO) and is carrying on business of, inter alia, reception of signals of channels of various Broadcasters and distribution of same through cable networks. Since this does not involve any manufacturing activity, most of the Information required to be provided under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are nil / not applicable.

Foreign Exchange Earnings and Outgo:

During the year under review, your Company had foreign exchange earnings of '' 26.94 million and outgo of '' 2,973.89 million.

HUMAN RESOURCES

Human Resources at SITI Networks is a business partner playing an integral role in achieving the organizational goals and enabling seamless and resourceful execution of organization strategy. At SITI Networks people have always been our strongest assets. We focus on selecting the right talent - who fit into our culture and bring on board the right skill and attitude in sync with our organizational vision. Cross pollination is ensured through engaging professionals from different verticals and industries. Campus connect ensures inclusion of fresh talent from some of the best B Schools and Engineering colleges. Training & Development is of vital importance to the organization for growing people through internal & external learning platforms. A strong performance management system allows for continuous feedback dialogue and a robust review mechanism. Our rewards & recognition programs encourage innovation & ideation giving an impetus to high performance.

Human Resources continues to evolve & adapt best in people practices and processes to fully support business growth and ensure agility towards being a customer responsive business.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as Annexure - V which forms part of this report.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation of the contribution made by the employees at all levels. Your Directors also express their heartfelt gratitude for valuable support and cooperation extended by various Governmental Authorities including Ministry of Information and Broadcasting, Ministry of Communication and Information Technology, Telecom and Regulatory Authority of India, Stock Exchanges, Depositories and other stakeholders including local cable operators, bankers, financial institutions, viewers, broadcasters, vendors. The Directors look forward to their continued support.

For and on behalf of the Board

Sidharth Balakrishna B. K. Syngal

Whole-Time Director Independent Director

DIN 07868948 DIN 00002395

Place : Noida

Date : July 14, 2017

Director’s Report