Mar 31, 2015
Dear Members,
The 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 (5437.53) (2100.61)
Items 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. The
Group brings you every day the most comprehensive bouquet of news and
analysis through its "Live India", 24 x7 Hindi News channel, "Mi
Marathi" 24x7 Marathi News channel, "Prajatantra Live" Hindi daily news
paper published in Delhi and "Live India" monthly Hindi magazine.
"Mi Marathi" 24x7 Marathi News channel of the Group has become a number
one news channel in Maharashtra (Source- TAM). The Group has retained
well-known editors Mr. Kumar Ketkar, Dr. Bharat Kumar Raut and Mr.
Nikhil Wagle as a consultant.
Live India Digital: The Group has re-launched its digital editions in
February, 2015 under the umbrella of Live India Digital. The news sites
of Live India Digital i.e. www.liveindia.in, www.mimarathi. in,
www.liveindiahindi.com are rapidly gaining popularity.
Live India Digital believes in fearless and unbiased journalism and it
has established itself as a mature and dedicated readership from all
over the world. At Live India Digital, visitors can get the news of
their interest in Hindi, Marathi and English. The mobile Apps of the
news sites are also available on Android and iOS. Live India Digital
offers news events ranging from knowledge events, sporting events,
entertainment news, education, Business, share market, lifestyle, Tech,
Gadget and special dedicated categories for women and youths.
Live India Digital is being updated 24X7 basis by experienced and
qualified young journalists. Live India Digital covers events from the
national capital to remote areas of the country through the most
effective and powerful combination of man and machine.
Mi Marathi Live: The Group has launched "Mi Marathi Live" Marathi news
paper on Friday, February 27, 2015 with satellite editions from Thane,
Kalyan Dombivali, Navi Mumbai and Vasai- Virar. The state gets one more
Marathi daily newspaper.
Prajatantra Live and Live India: The Company has started the activity
of 'Prajatantra live', Hindi News Paper and 'Live India' Hindi Magazine
under the brand name of the Company. 'Prajatantra Live' is one of the
largest circulated Hindi News Paper in Delhi. To raise the voice for
the sake of a common man is the prime objective of 'Prajatantra Live'
news paper. 'Live India' is a magazine on current affairs and an issue
based journalism.
The Company already has a presence in the electronic media and it
believes that there is scope for creating a synergy between the
electronic and print teams.
3. Dividend:
Considering future plans and operations and financial position of the
Company, your Directors do not recommend any dividend for the year
ended March 31, 2015.
4. Directors and Key Managerial Personal:
Your Board comprises of 6 Directors including 4 Independent Directors.
Independent Directors provide their declarations both at the time of
appointment and annually confirming that they meet the criteria of
independence as prescribed under Companies Act, 2013 and Clause 49 of
the Listing Agreement. During financial year 2014-2015 your Board met
5 times details of which are available in Corporate Governance Report
annexed to this report.
During the year under review, Mr. Waryam Singh (DIN: 00230462) resigned
as Director of the Company as at the close of business on March 12,
2015. Your Board places on record its appreciation for contributions
made by Mr. Waryam Singh during his tenure as Non-Executive Director of
the Company.
Subsequently following Directors has been inducted on the Board of the
Company upon the recommendation of Nomination and Remuneration
Committee:
Sr. Name Designation Category
No.
1. Mr. Satish K Singh Additional Director Executive Director
2. Ms. Supriya Kanase Additional Director Managing Director
3. Mr. Kumar Ketkar Additional Director Independent Director
4. Dr. Bharat Kumar Additional Director Independent Director
Raut
Sr. Name Date of Appointment
No.
1. Mr. Satish K Singh 21.03.2015
2. Ms. Supriya Kanase 28.05.2015
3. Mr. Kumar Ketkar 28.05.2015
4. Dr. Bharat Kumar Raut 28.05.2015
In terms of Section 161 of the Companies Act, 2013, Ms. Supriya Kanase,
Mr. Satish K Singh, Mr. Bharat Kumar Raut and Mr. Kumar Ketkar shall
hold office up to the date of the ensuing Annual General meeting. The
Company has received a notice in writing along with requisite deposit
pursuant to Section 160 of Companies Act, 2013, proposing appointment
of Ms. Supriya Kanase, Mr. Satish K Singh, Dr. Bharat Kumar Raut and
Mr. Kumar Ketkar as Director of the Company.
At the Tenth Annual General Meeting, appointment of Mr. M S Kapur and
Mr. Deepak Sharma, Independent Directors was made for a period of 1
year for a term up to conclusion of the 11th Annual General Meeting to
be held in the calendar year 2015. Pursuant to the provisions of the
Companies Act, 2013, they shall hold office up to the date of the
ensuing Annual General meeting. The Company has received a notice in
writing along with requisite deposit pursuant to Section 160 of the
Companies Act, 2013, proposing re-appointment of Mr. M S Kapur and Mr.
Deepak Sharma as an Independent Directors of the Company.
The Board confirms that all Independent Directors of the Company have
given a declaration to the Board that they meet the criterion of
independence as prescribed under Section 149 of the Companies Act,
2013.
Your Board has recommended the appointment of Ms. Supriya Kanase as a
Managing Director and Mr. Satish K Singh, as an Executive Director,
liable to retire by rotation for a period of 3 years. The Board also
recommended the appointment of Mr. Deepak Sharma, Mr. M S Kapur, Dr.
Bharat Kumar Raut and Mr. Kumar Ketkar as an Independent Director of
the Company, not liable to retire by rotation for a period of 3 years.
Ms. Gandhali Bage resigned as the Compliance Officer and Company
Secretary of the Company as at the close of business on December 17,
2014. The Board thanks Gandhali for playing a vital role in the
organization and appreciates her performance during the tenure.
Mr. Hrishikesh Kanase resigned as the Chief Financial Officer of the
Company as at the close of business on April 14, 2015. The Board thanks
him for his valuable guidance and contribution.
Mr. Avinash Godse has been appointed as the Compliance Officer and
Company Secretary with effect from January 01, 2015. On the
recommendation of Nomination and Remuneration Committee and Audit
Committee the Board further designated Mr. Avinash Godse as a Chief
Financial Officer of the Company with effect from May 28, 2015.
5. Committees of the Board:
During the year under the review, the Board of Directors of your
Company has reconstituted the Committees of the Board. The details of
the powers, functions, composition and meetings of the Committees of
the Board held during the year are given in the Report on Corporate
Governance section forming part of this Annual Report.
6. Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out the performance
evaluation of the Directors individually including Independent
Directors, Board as a whole and of its various committees, on
parameters such as skills, knowledge, participation in meetings,
contribution towards corporate governance practices, compliance with
code of conduct, etc.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, performance of the Board as a whole was
evaluated. Based on such report of the meeting of Independent Directors
and taking into account the views of Executive Directors and
Non-Executive Directors the Board had evaluated its performance on
various parameters such as Board composition and structure,
effectiveness of Board processes, effectiveness of flow of information,
contributions from each Directors etc.
The Directors expressed their satisfaction with the evaluation process.
7. Corporate Governance and Policies:
Your Company has been constantly reassessing itself with well
established Corporate Governance practices besides strictly complying
with the requirements of Clause 49 of the Listing Agreement and
applicable provisions of Companies Act, 2013. A detailed report on
Corporate Governance together with the Statutory Auditors Certificate
on compliance is annexed to this report. Management's Discussion and
Analysis Report for the year under review, as stipulated under Clause
49 of the Listing Agreement with the Recognised Stock Exchanges are
presented in Corporate Governance section forming part of the Annual
Report.
The extract of policy of the Company for appointment of Directors,
Senior Management, including criteria for determining qualification,
positive attributes, independence and other matters as provided in
sub-section 3 of Section 178 of the Companies Act, 2013, adopted by the
Board upon recommendation of Nomination and Remuneration Committee is
annexed to this report.
The Audit Committee of the Board has been vested with powers and
functions relating to Risk Management which inter alia includes (a)
review of risk management policies and business processes to ensure
that the business processes adopted and transactions entered into by
the Company are designed to identify and mitigate potential risk; (b)
laying down procedures relating to Risk assessment and minimization;
and (c) formulation, implementation and monitoring of the risk
management plan.
Your Board has in accordance with the requirements of the provisions of
the Companies Act, 2013 and Clause 49 of the Listing Agreement has
adopted some new policies and also considered the amendment to the
existing policies such as policy on Related Party Transaction, Code of
Conduct for Directors and Specified Person, Nomination and Remuneration
Policy, Risk Management Policy and Whistle Blower Policy. These
policies are available on the website of the Company and can be viewed
at www.liveindia.in
8. Auditors:
The Members of the Company at the Annual General Meeting held on
September 30, 2014 has appointed M/s. Ashok Jayesh & Associates,
Chartered Accountants, Mumbai (Firm Registration No. 100655W) as the
Statutory Auditors of the Company to hold office till the conclusion of
the Thirteenth Annual General Meeting to be held for the financial year
ended March 31, 2017.
M/s. Ashok Jayesh & Associates, Chartered Accountants, have confirmed
their eligibility and willingness to accept office, if appointment is
ratified by the Members of the Company. Further, in terms of the
Clause 41(1)(h) of the Listing Agreement, the statutory auditors of
your Company are subject to the Peer Review Process of the Institute of
Chartered Accountants of India (ICAI). M/s. Ashok Jayesh & Associates,
Chartered Accountants have confirmed that they hold a valid certificate
issued by 'Peer Review Board' of ICAI and have provided a copy of the
said certificate to your Company for reference and records.
The ratification of appointment of Statutory Auditors is subject to the
approval of the Members of the Company. Your Directors propose
ratification of appointment of Ashok Jayesh & Associates, Chartered
Accountants as the Statutory Auditors of your Company.
9. Auditors Report:
The Auditors has given emphasis on certain matters in the independent
Auditor's Report for the year under review as follows-
a) The Companies operating results has been materially affected due to
various factors and as at March 31, 2015 the Companies accumulated
losses has fully eroded the net worth of the Company:
With respect to the said remarks your Directors want to inform that the
Company has continuously implemented various measures such 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 viewer
ship could be increased.
b) Irregularity in depositing statutory dues including Provident Fund,
Employee State Insurance, Income-tax, Service Tax, Sales Tax and other
statutory dues. The statutory dues outstanding for the period more than
six months from the date they become payable is for: Service Tax- Rs.
1,33,43,496/- and Provident Fund: Rs. 3,88,701/-
With respect to the said remarks your Directors want to inform that the
irregularity in depositing statutory dues is unintentional and the same
is due to constraint of funds. Your Directors ensures that the Company
will take necessary steps in future to make sure that undisputed
statutory dues are being paid regularly.
The Notes on Financial Statements referred to in the Auditors Report
are self-explanatory and do not call for any further comments.
10. Secretarial Audit Report:
Pursuant to Section 204 of the Companies Act, 2013, the Board of
Directors had appointed M/s. Prajot Tungare & Associates, Practising
Company Secretaries, Pune as the Secretarial Auditors of the Company.
The secretarial audit report provided in the Annual Report forms part
of the Directors' Report. Comments of the Board of Directors on the
observations pointed out in the Secretarial Audit Report are as
follows:
a) The Company has not appointed woman Director within 1 year from 1st
April 2014 as required under Section 149 of the Companies Act, 2013.
The Company being into media Business, every appointment of Directors
on the Board of the Company requires prior approval of the Ministry of
Information and Broadcasting (MIB). Therefore, the appointment of every
Director on the Board of the Company is subject to the approval of MIB.
The Company has designated Ms. Supriya Vasant Kanase as a Chief
Executive Officer w.e.f. May 30, 2014 as per the provisions of the new
Companies Act, 2013. Further the Company has appointed Ms. Supriya
Kanase as a Managing Director on the Board w.e.f. May 28, 2015 with due
communication and applications to the MIB. The delay caused for
appointment of woman Director on the Board of the Company is due to
time taken by the Ministry for granting its kind approval for addition
of Directors on the Board of the Company.
b) The Company has not complied with the provisions of Regulation 3(1)
of Chapter II and Regulation 5 of Chapter III of the Standards of
Quality of Service (Duration of Advertisements in Television Channels)
Regulations, 2012.
The News Broadcasters Association (NBA) has filed the petition in Delhi
High Court on December 13, 2013 against the TRAI rule that limits
television advertisements to 12 minutes per hour. The NBA has
challenged the ad cap rule, contending that the TRAI does not have
jurisdiction to regulate commercial airtime on television channels.
The Delhi High Court has given interim relief to the Broadcasters
restraining the TRAI from initiating any auction against the
Broadcasters for non compliance of above referred regulation until the
final hearing of the case, as the matter is sub judice.
c) Company has appointed Mr. S. K. Singh as Executive Director before
approval of Ministry of Information and Broadcasting.
The Company has appointed Mr. Satish K Singh as an Executive Director
on the Board w.e.f. March 21, 2015 with due communication and
applications to the Ministry of Information and Broadcasting (MIB). For
the same the Company has received the approval of MIB on May 25, 2015.
d) The Board of Directors of the Company was not duly constituted with
proper balance of Executive Directors, Non-Executive Directors and
Independent Directors and the Company had not appointed Woman Director
on its Board within stipulated time.
The Company being into media Business, every appointment of Directors
on the Board of the Company requires prior approval of the MIB. The
Company has designated Ms. Supriya Vasant Kanase as a Chief Executive
Officer w.e.f. May 30, 2014 as per the provisions of the new Companies
Act, 2013. Further the Company has appointed Mr. Satish K Singh as an
Executive Director and Ms. Supriya Kanase as a Managing Director on the
Board w.e.f. March 21, 2015 and May 28, 2015 respectively with due
communication and applications to the MIB. The delay caused for
appointment of Directors on the Board of the Company is due to time
taken by the Ministry for granting its kind approval for addition of
Directors on the Board of the Company.
As at March 31, 2015 the Company is having a proper balance of
Executive Director, Non-Executive Directors and Independent Directors
on the Board. The Company believes in maintaining the highest standards
of Corporate Governance. Further as per SEBI Circular No CIR/CFD/
POLICY CELL/7/2014 dated September 15, 2014 Clause 49 of the Listing
Agreement is applicable to the Company however compliance of the same
is not mandatory.
11. Internal Control Systems and their adequacy:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The internal auditor function
is entrusted to an independent firm of Chartered Accountants of repute.
To maintain its objectivity and independence, the Internal Auditors
report to the Chairman of the Audit Committee of the Board. The
Internal Auditors monitor and evaluate the efficacy and adequacy of
internal control system in the Company, its compliance with operating
systems, accounting procedures and policies at all locations of the
Company. Based on the report of internal audit function, process owners
undertake corrective action in their respective areas and thereby
strengthen the controls. Significant audit observations and corrective
actions thereon are presented to the Audit Committee of the Board.
12. Conservation of Energy, Technology Absorption, Research and
Development, Foreign Exchange Earnings and Outgo:
Your Company is into the business of Broadcasting of News Television
Channel. Since this business 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.
Your Company, being a service provider, requires minimal energy
consumption and every endeavour is made to ensure optimal use of
energy, avoid wastages and conserve energy as far as possible.
Your Company uses latest technology and equipment's into its
Broadcasting business. However since the Company is not engaged in any
manufacturing, the information in connection with technology absorption
is Nil / Not applicable.
The particulars of foreign exchange earnings and outgo (accrual basis)
are as follows:
(Rs. in '000s)
Sr. Foreign Exchange Outgo 2014-2015 2013-2014
No.
1. Value of Import calculated
of C.I.F. basis
a. Raw Material - -
b. Capital Goods 26,374 6542
2. Expenditure in Foreign
Currency
a. Travelling 2,798 -
b. Others 8,127 -
There is no foreign exchange earning during the year under review.
13. Employees' Remuneration:
The information required pursuant to Section 197 of the Companies Act,
2013 read with Rule, 5 of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 in respect of employees of the
Company, will be provided upon request. In terms of Section 136 of the
Companies Act, 2013, the Annual Report are being sent to the Members
and others entitled thereto, excluding the information on employees'
particulars, which is available for inspection by the Members at the
Registered Office of the Company during business hours on working days
of the Company up to the date of the ensuing Annual General Meeting. If
any Member is interested in obtaining a copy thereof, such Member may
write to the Company Secretary in this regard. Such particulars shall
also be filed with the Registrar of Companies while filing the
financial statement and Board Reports.
14. Disclosures:
Particulars of Loans, Guarantees and Investments: During the year under
review there are no Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013.
Transactions with Related Parties: During the year under review there
are no related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which
may have a potential conflict with the interest of the Company at
large.
Deposits: Your Company has not accepted any public deposit under
Chapter V of the Companies Act, 2013.
Extract of Annual Return: The extract of Annual Return in Form MGT-9 as
required underSection 92(3) of the Companies Act, 2013 read with
Companies (Management & Administration) Rules, 2014 is annexed to this
report.
Sexual Harassment: In perseverance of the mutual prosperity of every
member of Live India Family, the Company has always strived to maintain
its work atmosphere healthy and harmonious. The driving force of the
Company truly comes from the women strength working with the Company
and the Company gives utmost value to every single employee working in
the Company.
The Company strongly believes to maintain a culture of dignity, respect
and security towards women at all times. During the year under review,
it was reported by the Internal Complaints Committee (ICC) of the
Company, that it has not received a single case in relation to the
harassment of women. Thus it gives immense pleasure to report that the
Company was able to observe zero tolerance for sexual harassment.
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.
Material Changes and Commitments: There are no material changes and
commitments other than what is already stated in the financials
statements which will affect the financial position of the Company
during the period ended March 31, 2015 till the date of the report.
Familiarization Program: In terms of the Listing Agreement, the Company
conducts the Familiarization Program for Independent Directors about
their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, business model of the Company,
etc., through various initiatives. The details of the same can be found
at: http://www.liveindia.in/sites/all/themes/quatro/pdf/
Familiarisation Programme for IndependentDirectors.pdf
Vigil Mechanism (Whistle Blower Policy): The details of the vigil
mechanism (whistle blower policy) are given in the Report on Corporate
Governance forming part of this Annual Report. The Company has uploaded
the policy on its website at http://www. liveindia.in
15. Change in Promoters and Management:
Prosperity Agro India Limited (PAIL) has entered into a Share Purchase
Agreement (SPA) with the promoters of the Company on Thursday,
September 26, 2013, whereas the PAIL has agreed 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 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 of Rs. 5,00,47,835.04 payable in cash, subject to
the terms and conditions as contained in the SPA.
Subsequently the PAIL has made an open offer to the equity shareholders
of the Company to acquire 65,81,640 equity shares representing 26% of
the total paid-up equity share capital in compliance with the SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
Pursuant to the said SPA, Open Offer and subsequent approval received
from Ministry of Information and Broadcasting, PAIL has acquired
1,32,63,241 equity shares of Rs. 10/- each, representing 52.39% of the
total Paid-up Equity Share Capital / Voting Capital of the Company in
the month of April, 2015.
16. Directors' Responsibility Statement:
Pursuant to the requirement under Section 134 (3) of the Companies Act,
2013, with respect to Directors' Responsibility Statement, the
Directors state that:
i) In preparation of the annual accounts, the applicable Accounting
Standards have been followed and there is no material departure;
ii) Your 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 your Company as at March 31, 2015 and of the loss of your Company
for that year;
iii) Your Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
your Company and for preventing and detecting fraud and other
irregularities, if any;
iv) The annual accounts have been prepared on a going concern basis;
v) Your Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively;
vi) Your Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such system are adequate
and operating effectively.
17. Acknowledgement and Appreciation:
Your Board places on record the support and wise counsel received from
the Government of India, particularly the Ministry of Corporate
Affairs, the Ministry of Commerce and the Ministry of Information and
Broadcasting throughout the financial year.
Your Board acknowledges all the stakeholders and is grateful for the
excellent support received from the bankers, financial institutions,
consultants, esteemed corporate clients and customers.
Your Board thanks the investors and shareholders for placing immense
faith in them.
Your Board takes this opportunity to express its sincere appreciation
for the contribution made by the employees at all levels in your
Company. The consistent growth was made possible by their hard work,
solidarity, cooperation and support.
For and on behalf of Board of Directors
Supriya Kanase Satish K Singh
Chief Executive Officer Group Editor-In-Chief
& Managing Director & Executive Director
(DIN: 03543531) (DIN: 06732438)
Place: Mumbai
Date: August 14, 2015
Mar 31, 2014
Dear Members
The Directors are pleased to present the Tenth Annual Report of your
Company along with the audited Statement of Accounts for the financial
year ended March 31,2014.
1 .Financial Results and Future Outlook:
The financial performance of standalone operations of your Company
during the Financial Year 2013-2014 is summarized in the following
table:
Sr. Particulars 2013-2014 2012-2013
No
1 Total Revenue 2028.64 652.31
2 Less: Total Expenses 4129.24 3633.11
3 Profit/(Loss) before Exceptional (2100.61) (2980.80)
_Items and Tax_
4 Less: Exceptional Items - (34.70)
5 Profit/ (Loss) Before Tax (2100.61) (3015.50)
6 Less: Tax Expenses
a) Current Tax - -
b) Deferred Tax (100.76) (61.13)
7 Profit/ (Loss) for the period (1999.88) (2954.37)
8 Add: Profit /(Loss) brought forward (18503.94) (15549.57)
from last year
9 Balance carried to Balance Sheet (20503.82) (18503.94)
2.Operations & Strategy:
As per Central Statistics Office, India''s GDP was at 4.7% for the
fiscal year 2013-2014 indicating an economic slowdown with persistent
inflation and supply side constraints and global influencing factors
like appreciation in Dollar rate dampened growth. As per FICCI KPMG
Indian Media and Entertainment Industry Report 2014, Media and
Entertainment industry grew by 11.8% from Rs. 821 billion in 2012 to
Rs. 918 billion in 2013. Television industry grew by 12.7% making it a
Rs. 417 billion industry in 2013 from Rs. 370 billion in 2012.
Television advertisement revenues grew by 8.8 % to Rs. 136 billion in
2013 from Rs. 125 billion in 2012. Television subscription revenues
have seen a growth of 14.7% to Rs. 281 billion in 2013 from Rs. 245
billion in 2012. The Television news advertisement grew in low single
digits (2 to 4%).
Indian television industry additionally experienced a lot of changes in
operating environment with completion of Phase II of digitization and
roll out of Phase III and Phase IV LC1 (towns having less than 0.1
million population) markets were also included in TAM (Television
Audience Measurement) ratings giving the broadcasters a view of markets
which were not reported earlier. There was a shift from TV Rating Point
(TVRs) to TV Viewership in Thousand (TVTs) which showcased the
increasing reach of television medium. A key change was also the
implementation of 12 minute advertisement cap in non- news channels.
This resulted in an Effective Rate (ER) increase in some genres like
Hindi GECs (General Entertainment Channels). The implementation of the
advertising cap for the news channels is currently on hold as News
Broadcasters Association (NBA) has contested the same and the matter is
under consideration in Delhi High Court.
Live India a flagship channel has the largest news network across India
and touching more than 10958 (''000s) viewers (Source: TAM, TG: CS 4 ,
July 2014, All India, Google analytics, Facebook, Twitter). Live India
Channel is available on major cable operators in PAN India and DTH
Platform.
Despite slowdown in economy, during the year under review your Company
grew its overall operating revenues by 311% from Rs. 652.31 Lacs in
2012-2013 to Rs. 2028.64 Lacs 2013-2014.
The management is positive of increasing returns in the future and that
of achieving business targets in the years to come.
3. Dividend:
Considering future plans and operations and financial position of the
Company, your Directors do not recommend any dividend for the year
ended March 31, 2014.
4. Directors:
In terms of Section 152 of the Companies Act, 2013 (earlier Section 255
of the Companies Act, 1956) and the Articles of Association of your
Company, Mr. Waryam Singh, Non-Executive Director of the Company is
liable to retire by rotation at the Tenth Annual General Meeting. Mr.
Waryam Singh has communicated his willingness to be re-appointed for
the next term of the Directorship.
At present, your Company has 2 (Two) Non-Executive Directors who are
Independent Directors pursuant to the provisions of the Clause 49 of
the Listing Agreement. Pursuant to Section 149 of the Companies Act,
2013, every listed Company shall have at least one-third of its total
strength of the Board of Directors as Independent Directors. Based on
the present composition of the Board of Directors and the number of
Independent Directors, the Company complies with this requirement.
During this Annual General Meeting, it is proposed to confirm the
appointment of both the present Independent Directors to bring their
appointment in tune with the provisions of the Companies Act, 2013.
Pursuant to the provisions of the Companies Act, 2013, the period of
appointment of Independent Directors shall be 5 (Five) consecutive
years from the date of their appointment at Annual General Meeting and
they are not liable to retire by rotation.
The Company has received notices under Section 160 of the Companies
Act, 2013 (Section 257 of the Companies Act, 1956) proposing
appointment of both the Non- Executive Directors who are Independent
Directors. The Board recommends there reappointment.
5.Committees of the Board:
During the period under report, the Board of Directors of your Company
has reconstituted the Committees of the Board. The details of the
powers, functions, composition and meetings of the Committees of the
Board held during the year are given in the Report on Corporate
Governance section forming part of this Annual Report.
6.Auditors:
M/s. Ashok Jayesh & Associates, Chartered Accountants, Mumbai (Firm
Registration No. 100655W), the Statutory Auditors of your Company
retire at the Tenth Annual General Meeting.
M/s. Ashok Jayesh & Associates, have confirmed their eligibility and
willingness to accept office, if reappointed. Further, in terms of the
Clause 41 (1)(h) of the Listing Agreement, the Statutory Auditors of
your Company are subjected to the Peer Review Process of the Institute
of Chartered Accountants of India (ICAI). M/s. Ashok Jayesh &
Associates, Chartered Accountants have confirmed that they hold a valid
certificate issued by ''Peer Review Board'' of ICAI; and have provided a
copy of the said certificate to your Company for reference and records.
The Company has received letter from the Statutory Auditors to the
effect that their re-appointment, if made, would be within the
prescribed limits under Section 141 (3)(g) of the Companies Act, 2013
and they are not disqualified for re-appointment.
Your Directors propose appointment of M/s. Ashok Jayesh & Associates as
the Statutory Auditors of your Company.
7. Auditors Report:
The Auditors has given emphasis on certain matters in the independent
Auditor''s Report for the year under review. Following are the said
matters and comments of the Board thereon-
a)The Companies operating results has been materially affected due to
various factors and as at March 31, 2014 the Companies accumulated
losses has fully eroded the net worth of the Company:
With respect to the said remarks your Directors want to inform that the
Company has continuously implemented various measures such 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.
b)Provisions for impairment of fixed assets, infringement of AS 28:
With respect to the said remarks your Directors want to inform that the
Company has already initiated steps to review impairment of assets and
shall provide for impairment losses, if any, in near future.
c)The Company has not physically verified the Fixed Assets at
reasonable regular intervals:
With respect to the said remarks your Directors want to inform that the
said adverse remark is appeared first time in Auditors Report and the
same is unintentional and due to some technical reasons. The management
shall frame a defined policy for the physical verification of fixed
assets.
d)lrregularity in depositing statutory dues such as Provident Fund,
Employee State Insurance, Income-tax, Service Tax, Custom Duty, Cess
and other statutory dues. The statutory dues outstanding for the
period more than six months from the date they become payable is as
follows: Tax Deducted at Source- Rs.56,20,335.
With respect to the said remarks your Directors want to inform that the
irregularity in depositing statutory dues is unintentional and the same
is due to constraint of funds. Your Directors ensures that the Company
will take necessary steps in future to make sure that undisputed
statutory dues are being paid regularly.
The Notes on Financial Statements referred to in the Auditors Report
are self-explanatory and do not call for any further comments.
8. Fixed Deposits:
Your Company has not accepted any fixed deposits during the period
under review, in terms of the provision of Section 73 and 74 of the
Companies Act, 2013 (earlier Section 58A of the Companies Act, 1956)
read with the Companies (Acceptance of Deposits) Rules, 2014.
9.Conservation of Energy, Technology Absorption, Research and
Development, Foreign Exchange Earnings and Outgo:
The Directors would like to state that they are taking adequate steps
for conservation of energy and technology absorption. Being a media
Company the information required to be disclosed in terms of Section
134(3) of the Companies Act, 2013 (earlier Section 217(1)(e) of the
Companies Act, 1956), read with the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988,
regarding conservation of energy and technology absorption are not
applicable. However, your Company, being a service provider, requires
minimal energy consumption and every endeavor has been made to ensure
optimal use of energy.
There is no foreign exchange earning during the year under review
10.Employees'' Remuneration:
In terms of the provisions of Section 134 of the Companies Act, 2013
[earlier Section 217(2A) of the Companies Act, 1956], read with the
relevant rules, the names and other particulars of the employees are
set out in the Annexure to the Directors'' Report. However, having
regard to the provisions to Section 219(1)(b)(iv) of the Companies Act,
1956, the Annual Report excluding the aforesaid information, is being
sent to all the Members of your Company and others entitled thereto.
Any Member interested in obtaining such particulars may write to the
Company Secretary of your Company.
11 .Corporate Governance:
A separate section on "Corporate Governance" with a detailed compliance
report thereon forms part of this Annual Report.
12.Management Discussion and Analysis Report:
Report on Management Discussion and Analysis based on audited financial
statements for the financial year 2013-2014 forms part of this Annual
Report.
13. Human Capital:
The business model of our Company demands high caliber personnel, as
each offering of the Company is customized and needs a deep insight
into the technology and delivery of solutions. This has led the
Company to devise performance management system which takes into
account capabilities that need to be constantly upgraded, whether
through training programs orthrough other interventions. Recognizing
the long term goals, the Company has launched a middle management
leadership program.
Considering the change in business model to an Event- driven Process
Chain (EPC) which is a type of flowchart used for business process
modeling and configuring an enterprise resource planning (ERP), the
Company has inducted talent which would enable the Company to make
these offerings competently.
14.Corporate Social Responsibility:
As a socially conscious media organization, your Company continued to
sustain and carry out its Corporate Social Responsibility (CSR) as an
integral part of its growth philosophy with an objective to positively
transform our society and make a difference in millions of life. Your
Company also understands the importance of conserving environment.
15. Cost Audit:
The Company has appointed M/s. Harshad S. Deshpande & Associates, Cost
Auditors, Pune as the Cost Auditors of the Company to issue Cost Audit
Report for the financial year 2013-2014. The due date for submission of
Cost Audit Report to the Cost Audit Branch, Ministry of Corporate
Affairs, Government of India is September 30,2014.
16.Disclosure under Section 22 of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013:
In perseverance of the mutual prosperity of every member of Live India
Family, the Company has always strived to maintain its work atmosphere
healthy and harmonious. The driving force of the Company truly comes
from the women strength working with the Company and the Company gives
utmost value to every single employee working in the Company.
The Company strongly believes to maintain a culture of dignity, respect
and security towards women at all times. During the year under review,
it was reported by the Internal Complaints Committee (ICC) of the
Company, that it has not received a single case in relation to the
harassment of women. Thus it gives immense pleasure to report that the
Company was able to observe zero tolerance for sexual harassment.
17.Change in Promoters and Management:
Prosperity Agro India Limited (PAIL) has made an Open Offer to the
Shareholder of the Company for acquisition of Equity Shares/Voting
Rights under Regulation 3(1) and 4 of the SEBI (SAST) Regulation, 2011
through Public Announcement dated September 26,2013.
PAIL had entered into a Share Purchase Agreement ("SPA") with promoters
of the Company on Thursday, September 26, 2013, whereas the PAIL has
agreed 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 Share
Capital / Voting Capital of the Company at a price of Rs. 3.78 (Rupees
Three and Paise Seventy Eight Only) per equity share of Rs. 10/- each
at a total consideration of Rs. 5,00,47,835.04 (Rupees Five Crores
Forty Seven Thousand Eight Hundred Thirty Five and paise Four Only)
payable in cash, subject to the terms and conditions as contained in
the SPA.
Subsequently the PAIL has made open offer to the equity shareholders of
the Company to acquire 65,81,640 (Sixty Five Lacs Eighty One Thousand
Six Hundred and Forty) Equity Shares representing 26% of the total
paid-up equity share capital in compliance with the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011. The details of
the Open Offer are as follows:
- Date of Opening of Offer: Monday, December 30,2013
- Date of Closing of Offer : Friday, January 10,2014
- Date of Payment of : Friday, January 17,2014 Consideration
Being a media Company the transfer of shares through SPA and
subsequently change of Management is subject to the prior approval of
Ministry of Information and Broadcasting (MIB), Government of India.
The acquisition under SPA and change of Management will be effected
only after the receipt of MIB approval. The Company is still awaiting
for MIB approval for acquisition of shares by PAILthrough SPA.
18. Directors'' Responsibility Statement:
Pursuant to the requirement under Section 217(2AA) of the Companies Act
1956, with respect to Directors'' Responsibility Statement, it is hereby
confirmed that:
i) in the preparation of the Annual Accounts for the financial year
ended on 31st March 2014, the applicable accounting standards have been
followed along with proper explanations relating to material
departures;
ii) the Directors had 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 loss of the
Company for the year under review;
iii)the Directors had 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;
iv)the Directors had prepared the accounts on a going concern basis.
19. Acknowledgement and Appreciation:
Your Board places on record the support and wise counsel received from
the Government of India, particularly the Ministry of Corporate
Affairs, the Ministry of Commerce and the Ministry of Information and
Broadcasting throughout the financial year.
Your Board acknowledges all the stakeholders and is grateful for the
excellent support received from the bankers, financial institutions,
consultants, esteemed corporate clients and customers.
Your Board places on record its deep sense of appreciation for the
committed services of the associates of your Company at all levels.
Your Board thanks the investors and shareholders for placing immense
faith in them.
Your Board takes this opportunity to express its sincere appreciation
for the contribution made by the employees at all levels in your
Company. The consistent growth was made possible by their hard work,
solidarity, cooperation and support.
For and on behalf of Board of Directors
Waryam Singh Deepak Sharma
Director Director
(DIN: 00230462) (DIN: 02268257)
Place: Mumbai
Date: August 12, 2014
Mar 31, 2013
To, The Members of Broadcast Initiatives Limited.
The Directors of your Company hereby present the Ninth Annual Report
together with the statement of audited accounts for the financial year
ended March 31, 2013.
1. FINANCIAL HIGHLIGHTS
(Rs. in ''000s)
Particulars Financial Financial
Year ended Year ended
March 31,2013 March 31,2012
Net Sales/income 63,509 1,30,106
from operations
Other Income 1,721 1,199
Total Income 65,230 1,31,305
Total expenditure 3,63,311 6,81,871
Gross Profit/(Loss)before (2,98,080) (5,50,566)
exceptional and
extraordinary items and tax
Exceptional Items (3,470) 7,00,233
Profit before extraordinary (3,01,550) 1,49,667
items and tax
Extraordinary Items - -
Profit/(Loss) before (3,01,550) 1,49,667
Taxation
Deferred Tax (6,113) (8,299)
Profit/(Loss) after tax (2,95,437) 1,57,966
2. TURNOVER AND PROFITS
The Company earned total revenue of Rs. 63,509,483/- for the financial
year ended March 31, 2013,. The Company incurred Net Loss of Rs.
2,95,437,439 as against Net Profit of Rs.15,79,66,079 in the previous
financial year. A detailed discussion on the business performance is
presented in the Management and Analysis section of the Annual Report.
3. DIVIDEND
In view of the loss incurred by the Company, your Directors do not to
recommend payment of any dividend during the year.
4. MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with the requirements of the listing agreement, the
detailed review of the operations, performance and future outlook of
the Company and its business is given in the Management Discussion and
Analysis Report, forming part of the Annual Report.
5. SUBSIDIARY COMPANIES
Our Company did not have any subsidiary Company during the year.
6. DEPOSITS
Your Company has not accepted any Fixed Deposits from the public and
therefore is not required to furnish information in respect of
outstanding deposits under Non Banking Non-Financial Companies (Reserve
Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules,
1975.
7. DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, at the ninth annual general
meeting, Shri. M. S. Kapur and Shri Bua Singh retire by rotation. Shri
Bua Singh has not offered himself for re-appointment and accordingly he
will cease to be Director of the Company. Shri. M. S. Kapur offers
himself for re-appointment.
The above re-appointment form part of the Notice of the forthcoming
Ninth Annual General Meeting and the respective resolutions are
recommended for your approval.
The Profile of the Director, as required under Clause 49 of the Listing
Agreement, is part of the explanatory statement to the Notice of the
Ninth Annual General Meeting.
None of the Directors are disqualified from being appointed as a
Director of the Company under the provision of Section 274, of the
Companies Act, 1956.
8. DIRECTOR''S RESPONSIBILITY STATEMENT
As stipulated in Section 217(2AA) of the Companies Act, 1956, your
Directors'' subscribe to Directors'' Responsibility Statement and confirm
that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
2. They 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 at the end of the financial year 2012- 13 and of the loss
of the company for that year;
3. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities; and
4. The annual accounts have been prepared on a going concern basis.
9. COMPANY SECRETARY
During the year, Ms. Leena Parekh was appointed as Company Secretary
and Compliance Officer of the Company with effect from 11th August 2012
in place of Mr. Balakrishna Swamy.
12. PARTICULARS OF EMPLOYEES
Information to be provided under section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975 is
given in annexure I forming part of this report.
11. AUDITORS
Ashok Jayesh & Associates, Chartered Accountants, having its office at
501, HDIL Towers, Anant Kanekar Marg, Bandra (East), Mumbai-400051 will
retire at the ensuing Annual General meeting of the Company and being
eligible offer themselves for re-appointment.
AUDITORS REPORT :
Adverse Remark in Auditor''s Report:
The Company has not been regular in depositing statutory dues including
Service Tax, Cess, Custom Duty, Income Tax, Provident Fund, Employee
State Insurance and Professional Tax. The yearend amount outstanding
for more than six months is as follows:-
Service Tax - Rs 82,664/-
Tax Deducted at Source - Rs 42,02,007/-
Director''s Remark on the same:
The irregularity in depositing statutory dues with respect to income
tax (TDS) and service tax is unintentional and the same is due to non-
availability of liquidity of funds with the Company. Your Directors
ensures that the Company will take necessary steps in future to ensure
that undisputed statutory dues are being paid regularly.
12. CORPORATE SOCIAL RESPONSIBILITY
''Green Initiative in Corporate Governance''
In order to protect the environmental degradation, your Company
proposes to follow the ''Green Initiative in Corporate Governance''
introduced by the Ministry of Corporate Affairs and Securities Exchange
Board of India which permits circulating the Annual Reports, Notices
and such other documents in soft copy. All the correspondence with the
shareholders will be done through the registered mail Id''s.
13. CORPORATE GOVERNANCE
The Company continued its endeavor to comply with the provisions of
Clause 49 of the Listing Agreement. All the provisions of Clause 49 of
Corporate Governance have been complied with except with the
requirement of appointment of a Managing Director for the Company. The
Company needs to obtain a prior approval of the Ministry of
Broadcasting (MIB) for appointment of a Director. The Company has
already applied for the approval of Ministry of Broadcasting (MIB).
Once the appointment of Managing Director is approved by the concerned
authority, the compliance will be done.
The report on Corporate Governance for the financial year 2012-13 is
given as separate section titled "Report on Corporate Governance" and
the Auditors'' Certificate on compliance with Corporate Governance
requirements by the Company is attached to the Corporate Governance
Report.-
14. LISTING AT STOCK EXCHANGE
The equity shares of the Company continue to be listed on the Bombay
Stock Exchange Limited (BSE) and the National Stock Exchange of India
Limited (NSE). The Company has paid the applicable listing fees to the
above stock exchanges up to date.
15. INTERNAL CONTROL SYSTEM
The Company has in place appropriate internal control systems,
commensurate with its size and nature of operations.
16. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION
Your Company is into the business of Broadcasting of News & Current
Affairs and General Entertainment Television Channels. Since these
activities do not involve any manufacturing activity, most information
required to be provided in terms of Section 217(l)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, regarding conservation of
energy and technology absorption are not applicable. However, your
Company, being a service provider, requires minimal energy consumption
and every endeavor has been made to ensure optimal use of energy, avoid
wastages and conserve energy as far as possible.
17. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year, your Company has incurred expenditure in foreign
currency to the extent of Rs. 1,010 (in ''000) as against Rs. 1,974 (in
''000) in the previous financial year.
18. HUMAN RESOURCE
Your Directors would like to place on record their deep appreciation of
all employees for rendering quality services to every constituent of
the Company be its viewers, producers, regulatory agencies, creditors
or shareholders. The unstinting efforts of the employees have enabled
your Company to remain in the forefront of media and entertainment
Business.
19. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation and sincere
gratitude to the various Departments of the Central and State
Government, Company''s Bankers, clients, media and business constituents
for their valuable assistance and support. The Directors also
acknowledge the continued support received from investors and
shareholders and the confidence reposed by them. The Directors place
on record their appreciation for the sincere and dedicated services
rendered by all the employees of the Company.
On behalf of the Board
For Broadcast Initiatives Limited
Place: Mumbai
Date: 29th May, 2013 Director Director
Mar 31, 2012
To, The Members of Broadcast Initiatives Limited.
The Directors of your Company are pleased to present the Eighth Annual
Report together with the statement of audited accounts for the
financial year ended March 31,2012.
1. FINANCIAL HIGHLIGHTS
(Rs. in '000s)
Particulars Financial Year Financial Year
ended ended
Match 31,2012 Match 31,2011
Net Sales/ 1,30,106 96,121
income from operations
Other Income 1,199 5,472
Total Income 1,31,305 1,01,593
Total Expenditure 6,81,871 6,70,925
Gross Profit/(Loss)
before exceptional
and extraordinary (5,50,566) (5,69,332)
items and tax
Exceptional Items 7,00,232 -
Profit before 1,49,667 (5,69,332)
extraordinary items and tax
Extraordinary Items - 41,523
Profit/(Loss)before 1,49,667 (5,27,808)
taxation Deferred Tax (8,299) 1,045
Profit/(Loss) after tax 1,57,966 (5,28,853)
2. TURNOVER AND PROFITS
For the year ended March 31,2012, the Company earned total revenue of
Rs. 1,31,305 thousand. An increase of 29% as against previous Rs.
1,01,593 thousand. A detailed discussion on the business performance is
presented in the Management and Analysis section of the Annual Report.
3. DIVIDEND
In view of the accumulated losses in past several years, Directors do
not to recommend payment of any dividend during the year.
4. MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with the requirements of the listing agreement, the
detailed review of the operations, performance and future outlook of
the Company and its business is given in the Management Discussion and
Analysis Report, forming part of the Annual Report.
5. SUBSIDIARY COMPANIES
During the year under review, our Company did not have any subsidiary.
6. DEPOSITS
Your Company has not accepted any Fixed Deposits from the public and is
therefore not required to furnish information in respect of outstanding
deposits under Non Banking Non- financial Companies (Reserve Bank)
Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.
7. (a) CHANGE IN REGISTERED OFFICE OF THE COMPANY:
During the year, there is no change in the registered office of the
Company.
(b) SHARE CAPITAL:
During the year, there is no change in Share Capital of the Company.
8. RIGHTS ISSUE
Your Company had proposed to issue 2,02,51,200 Equity Shares of the
face value 10 each in the ratio of 8 Equity Shares for every 10 Equity
Shares by way of rights issue to the existing shareholders of the
company. Accordingly Company had filed Draft Letter of Offer with
Bombay Stock Exchange Limited (BSE), National Stock Exchange of India
Limited (NSE) and Securities Exchange Board of India (SEBI) and had
also received initial approvals (NOC) of NSE,BSE.
However, considering the present market scenario, the Rights Issue may
not fetch appropriate valuation and the Company may not receive
subscription other than form the promoter members. Your Directors
therefore proposed to not pursue the Rights Issue. Therefore, the
Company has withdrawn Draft Letter of Offer filed with the Securities
Exchange Board of India (SEBI).
9. DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, at the 8th Annual General
Meeting, Shri. Waryam Singh and Mr. Deepak Sharma will retire by
rotation and being eligible, offers themselves for re-appointment.
The above re-appointment form part of the Notice of the forthcoming 8th
Annual General Meeting and the respective resolutions are recommended
for your approval.
Profile of the Director, as required under Clauses 49 of the Listing
Agreement, is part of the explanatory statement to the Notice of the 8*
Annual General Meeting.
Mr. Gautam Adhikari and Mr. Markand Adhikari ceased to be Directors
with effect from 9th September 2011 and Mr. Ashok Kumar Gupta ceased to
be Managing Director and Director with effect form 17th September 2011
and the Board places its appreciation for their valuable contribution
towards the affairs of the Company.
Mr. Bua Singh ceased to be Director with effect form 3rd March. 2012.
However, considering the Company's requirement for his services, he was
re-appointed as Director of the Company on 6th March, 2012 and holds
office as Additional Director until the forthcoming Annual General
Meeting. Accordingly, his candidature for appointment as a Director is
included in the Notice.
RECONSTITUTION OF FINANCE COMMITTEE:
Consequent upon resignation of Mr. Ashok Kumar Gupta from the office of
Director and resultant resignation from the Finance Committee of the
Company, the Finance Committee was reconstituted on 26th December, 2011
as follows:
Name of the Director Designation
Mr. Waryam Singh Chairman
Mr. Bua Singh Member
RECONSTITUTION OF SHAREHOLDER'S/INVESTORS GRIEVANCES - CUM - SHARE
TRANSFER COMMITTEE OF THE COMPANY:
Consequent upon resignation of Mr. Ashok Kumar Gupta form the office of
Director and resultant resignation form the Shareholder's/Investors
grievances - cum - Share Transfer Committee of the Company, the
Shareholder's/Investors grievances - cum - Share Transfer Committee was
reconstituted on 26th December, 2011 as follows:
Name of the Director Designation
Mr.M.S. Kapur Chairman
Mr. Bua Singh Member
Mr. Deepak Sharma Member
10. DIRECTOR'S RESPONSIBILITY STATEMENT
As stipulated in Section 217(2AA) of the Companies Act, 1956, your
Directors' subscribe to Directors' Responsibility Statement and confirm
that:
1. in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
2. they 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 at the end of the financial year 2011-12 and of the profit
of the company for that period;
3. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets the assets of the company and for
preventing and detecting fraud and other irregularities; and
4. the annual accounts have been prepared on a going concern basis.
11. APPOINTMENT OF COMPANY SECRETARY
During the year, Mr. Balakrishna Swamy was appointed as Company
Secretary and Compliance Officer of the Company with effect from 23rd
November, 2011 in place of Ms. Akshada Kaslay.
12. HUMAN RESOURCE
Your Directors would like to place on record their deep appreciation of
all employees for rendering quality services to every constituent of
the Company be its viewers, producers regulatory agencies, creditors or
shareholders. The unstinting efforts of the employees have enabled
your company to forefront of media and entertainment Business.
13. PARTICULARS OF EMPLOYEES
Ashok Jayesh & Associates, Chartered Accountants, having its office at
501, HDIL Towers, Anant Kanekar Marg and Bandra (East), Mumbai - 400051
will retire at the ensuing Annual General Meeting of the Company.
15. CORPORATE GOVERNANCE
In accordance with Clause 49 of the listing agreement, your Company has
ensured continued compliance of Corporate Governance requirements
during the financial year. Your Company lays strong emphasis on
transparency, disclosure and independent supervision to increase
various stakeholder's value.
The report on Corporate Governance for the financial year 2011-12 is
given as separate section titled "Report on Corporate Governance" and
the Auditors' Certificate on compliance with Corporate Governance
requirements by the Company is attached to the Corporate Governance
Report.
16. LISTING AT STOCK EXCHANGE
The equity shares of the Company continue to be listed on the Bombay
Stock Exchange Limited (BSE) and the National Stock Exchange of India
Limited (NSE). The Company has paid the applicable listing fees to the
above stock exchanges up to date.
17. INTERNAL CONTROL SYSTEM
The Company has in place appropriate internal control systems,
commensurate with its size and nature of operations.
18. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION
Your Company is into the business of Broadcasting of News & Current
Affairs and General Entertainment Television Channels. Since these
activities do not involve any manufacturing activity, most information
required to be provided in terms of Section 217(l)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988, regarding conservation of
energy and technology absorption are not applicable. However, your
Company, being a service provider, require minimal energy consumption
and energy consumption and every endeavor
19. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year, your Company has incurred expenditure in foreign
currency to the extent of Rs. 1974 (in '000) as against Rs. 8221 (in
'000) in the previous financial year.
20. ACKNOWLEDGMENTS
Your Directors wish to place on record their appreciation and sincere
gratitude to the various Departments of the Central and State
Government, Company's Bankers, clients, media and business constituents
for their valuable assistance and support. The Directors also
acknowledge the continued support received from investors and
shareholders and the confidence reposed by them. The Directors place on
record their appreciation for the sincere and dedicated services
rendered by all the employees of the Company.
on behalf of the Board
For Broadcast Initiatives Limited
Director
Place: Mumbai
Date : 10th May,2012
Mar 31, 2011
The Members of
Broadcast Initiatives Limited
The Directors of your Company present the Seventh Annual Report
together with the statement of audited accounts for the financial year
ended 31 st March, 2011.
1. FINANCIAL HIGHLIGHTS (Rs. in '000s)
Particulars Financial Year Financial Year
ended ended
31st March, 2011 31st March,
2010
NetSales 96,121 73,802
income from operations
Other Income 46,996 32,125
Total Income 1,43,117 1,05,927
Total expenditure 5,51,139 3,64,181
Gross Profit / (Loss)
before interest and (4,08,023) (2,58,254)
depreciation
Less: Interest and finance charges 44,139 42,465
Gross Profit/(Loss) before (4,52,162) (3,00,719)
depreciation and taxation
Less: Depreciation 75,646 76,515
Profit / (Loss) before Tax (5,27,808) (3,77,233)
Less: Provision for taxation 1,045 5,422
Deferred Tax
Net Profit/ (Loss) after tax (5,28,654) (3,82,655)
Profit / (Loss) brought
forward from previous year (11,84,810) (8,02,156)
Balance carried forward to (17.13.665) (11,84,810)
the Balance Sheet
2. TURNOVER
For the year ended 31st March, 2011 the Company earned total revenue of
Rs.1,43,117 thousand an increase of 35% as against previous years
Rs.1,05,927 thousand. A detailed discussion on the business performance
is presented in the Management Discussion and Analysis section of the
Annual Report.
3. DIVIDEND
In view of the accumulated losses, Directors do not recommend payment
of any dividend during the year.
4. MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with the requirements of the listing agreement, the
detailed review of the operations, performance and future outlook of
the Company and its business is given in the Management Discussion and
Analysis Report, forming part of the Annual Report.
5. SUBSIDIARY COMPANIES
During the year under review, Our Company did not have any subsidiary
companies.
6. DEPOSITS
Your Company has not accepted any Fixed Deposits from the public and
therefore it is not required to furnish information in respect of
outstanding deposits under Non Banking Non-Financial Companies (Reserve
Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules,
1975.
7.a) CHANGE IN REGISTERED OFFICE OF THE COMPANY
Your Company has for more operational convenience of business
transactions, shifted its Registered office from Adhikari Chembers,
Oberoi Complex, New Link Road, Andheri (West)Mumbai- 400053 to 5th
floor, HDIL Towers, Anant Kanekar Marg, Bandra (East),Mumbai-400051
with effect from 15th May, 2010.
b) SHARE CAPITAL
During the year, there is no change in Share Capital of the Company.
8. RIGHTS ISSUE
During the year under review, your Company proposed to issue
2,02,51,200 Equity Shares of the face value of Rs.10 each in the ratio
of 8 Equity shares for every 10 Equity shares by way of rights issue to
the existing shareholders of the Company.
Accordingly your Company has filed Draft Letter of Offer with Bombay
Stock Exchange Limited (BSE), National Stock Exchange of India Limited
(NSE) and Securities Exchange Board of India (SEBI) and have received
in-principle approvals of BSE and NSE.
The approval of SEBI on our draft letter of offer is awaited.
9. DIRECTORS
At the 7th Annual General Meeting, Shri. M.S.Kapur retire by rotation
and being eligible, offers himself for re- appointment.
The above re-appointment form part of the Notice of the forthcoming 7th
Annual General Meeting and the respective resolutions are recommended
for your approval.
Profile of the Director, as required under Clause 49 of the Listing
Agreement, is annexed to the Notice of the 7th Annual General Meeting.
10. DIRECTORS RESPONSIBILITY STATEMENT
As stipulated in Section 217(2AA) of the Companies Act, 1956, your
Directors' subscribe to Directors' Responsibility Statement and
confirm:
1. That in the preparation of the annual accounts for the year ended
31st March, 2011 the applicable accounting stand- ards had been
followed along with proper explanation relatingto material departures;
2. That 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 at the end of the financial year 2010-11 and
of the profit of the Company for that period;
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities; and
4. That the Directors have prepared the annual accounts on a going
concern basis.
11. APPOINTMENT OF COMPANY SECRETARY
During the year, Ms. Akshada Kaslay was appointed as Company Secretary
and Compliance Officer of the Company with effect from 14th March, 2011
in place of Ms. Vidhee Shroff.
12. HUMAN RESOURCE
Your Directors would like to place on record their deep appreciation of
all employees for rendering quality services to every constituent of
the Company be its viewers, producers, regulatory agencies, creditors
or shareholders. The unstinting efforts of the employees have enabled
your Company to remain in the forefront of Media and Entertainment
Business.
13. PARTICULARS OF EMPLOYEES
In terms of provisions of Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975, the
particulars of employees having regard to the provisions of Section
219(1) (iv) of the Companies Act, 1956, the Annual report excluding the
aforesaid information is being sent to all the members of the Company
and others entitled thereto. Any member interested in obtaining such
particulars may write to the Company Secretary at the Registered Office
of the Company.
14. AUDITORS
M/s. Ashok Jayesh & Associates, Chartered Accountants, will retire at
the ensuing Annual General meeting of the Company and being eligible
and offer themselves for re- appointment.
Your Director recommends their re-appointment as Statutory Auditors of
the Company.
15. CORPORATE GOVERNANCE
In accordance with Clause 49 of the Listing Agreement, your Company has
ensured continued compliance of Corporate Governance requirements
during the financial year. Your Company lays strong emphasis on
transparency, disclosure and independent supervision to increase
various stakeholders'value.
The report on Corporate Governance for the financial year 2010-11 is
given as separate section titled "Report on Corporate Governance" and
the Auditors' Certificate on compliance with Corporate Governance
requirements by the Company is attached to the Corporate Governance
Report.
16. LISTING AT STOCK EXCHANGE
The equity shares of the Company continue to be listed on the Bombay
Stock Exchange Limited (BSE) and the National Stock Exchange of India
Limited (NSE). The Company has paid the applicable listing fees to the
above stock exchanges up to date.
17. INTERNAL CONTROL SYSTEM
The Company has in place appropriate internal control systems,
commensurate with its size and nature of operations.
18. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
Your Company is not engaged in any manufacturing or processing
activity, as such particulars required to be given in terms of Section
217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988,
regarding conservation of energy and technology absorption are not
applicable.
19. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year, your Company has incurred expenditure in foreign
currency to the extent ofRs. 8221 (in '000)as againstRs. 10499 (in
'000)in the previous financial year.
20. ACKNOWLEDGEMENTS
Your Directors wish to place on record their appreciation and sincere
gratitude to the various Departments of the Central and State
Governments, Bankers, clients, media and business constituents for
their valuable assistance and support. The Directors also acknowledge
the continued support received from investors and shareholders and the
confidence reposed by them. The Directors place on record their
appreciation for the sincere and dedicated services rendered by all the
employees of the Company.
On behalf of the Board
For Broadcast Initiatives Limited
sd/-
Bua Singh
Chairman
Place: Mumbai
Date : 4th August, 2011
Mar 31, 2010
The Directors of your Company are pleased to present the Sixth Annual
Report together with the statement of audited accounts for the
financial year ended March 31, 2010.
1. FINANCIAL HIGHLIGHTS
( Rs.in 000 )
Particulars Financial Financial
Year ended Year ended
March 31,2010 March 31,2009
Net Sales/
income from operations 73,802 94,747
Other Income 32,125 3,152
Total Income 1,05,927 97,899
Total expenditure 3,64,181 4,00,164
Gross Profit / (Loss)
before interest and depreciation (2,58,254) (3,02,265)
Less: Interest and finance charges 42,465 5,669
Gross Profit / (Loss) before
depreciation and taxation (3,00,719) (3,07,934)
Less: Depreciation 76,515 72,685
Profit / (Loss) before Tax (3,77,233) (3,80,619)
Less: Provision for taxation
Fringe Benefit Tax -- 1,157
Deferred Tax 5,422 11,617
Net Profit / (Loss) after tax (3,82,655) (3,93,393)
Profit / (Loss) brought forward
from previous year (8,02,156) (4,08,763)
Balance carried forward to
the Balance Sheet (11,84,811) (8,02,156)
2. OPERATIONS
For the year ended March 31, 2010, the Company earned total revenue of
`105927 thousand an increase of 8.2% as against previous years ` 97899
thousand. A detailed discussion on the business performance is
presented in the Management and Analysis section of the Annual Report.
3. DIVIDEND
In view of losses, your Board has not recommended any dividend.
4. MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with the requirements of the listing agreement, the
Management Discussion and Analysis Report are presented in a separate
section forming part of the Annual Report.
5. SUBSIDIARY COMPANIES
During the year under review Sri Adhikari Brothers Media Limited,
Technocraft Media Private Limited and Live India Television Networks
Private Limited ceased to be subsidiary of the Company .
6. DEPOSITS
Your Company has not accepted any Fixed Deposits
from the public and is therefore is not required to furnish information
in respect of outstanding deposits under Non Banking Non-Financial
Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of
Deposits) Rules, 1975.
7. CHANGES IN SHARE CAPITAL
During the year, fund requirements of the Company has been met with mix
of Equity and debt.
Share Capital
During the year under review, the Authorized Share Capital of the
Company has been increased from Rs.30,00,00,000 to Rs.50,00,00,000
comprising of 5,00,00,000 Equity shares of Rs.10 each/-.
The Company has issued and allotted 60,00,000 (sixty lacs) Equity
shares at the rate of Rs.36.50 per share on preferential basis to M/s.
HDIL Infra Projects Private Limited and the approval for the listing of
the said shares is awaited.
Till date, the Company has not granted any options under Employees
Stock Option Scheme.
8. DIRECTORS
In accordance with the provision of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Markand Adhikari retires by
rotation at the ensuing Annual General Meeting and being eligible
offers himself for re-appointment. Your Board recommends his
re-appointment for shareholders approval.
Mr. G.D. Sharma has ceased to be Director of the Company with effect
from May 12, 2010 and the Board places its appreciation for his
performance and valuable contribution towards the affairs of the
Company.
Consequent upon resignation of Director and in pursuance of
Shareholders agreement entered between existing promoters, Company and
HDIL Infra Projects Private Limited, following Directors are appointed:
Name Category Date of
appointment
Mr. Bua Singh Independent & May 13, 2010
Non Executive
Director
Mr. Ashok Kumar Managing May 13, 2010
Gupta Director
Mr. Waryam Non Independent May 13, 2010
Singh & Non Executive
Mr. Sarang Non Independent May 13, 2010
Wadhawan* & Non Executive
Mr. Deepak Independent & May 13, 2010
Sharma Non Executive
Director
- Mr. Sarang Wadhawan was appointed as an additional Director of the
Company at the Board meeting held on May 13, 2010 and has
subsequently resigned from the Board of the Company with effect from
June 4, 2010 in compliance of confirmation received by the Company from
Ministry of Information and Broadcasting.
A brief profile of the Directors who are appointed/re- appointed as
required by clause 49 (IV) (G) of the Listing Agreement entered by the
Company with the Stock Exchanges is given in the Notice of the ensuing
Annual General Meeting.
Consequent upon the aforementioned changes in the Board of Directors,
the revised Management Structure of the Company in compliance of clause
49 of the listing agreement is as follows:
Sr.
no. Name Designation Category
1. Mr. Bua Singh Chairman Non promoter,
Independent and
Non Executive
2. Mr. Ashok Managing Promoter, Non
Kumar Gupta Director Independent and
Non Executive
3. Mr. Waryam Director Promoter and
Singh Non Independent
and Non Executive
4. Mr. Deepak Director Non promoter,
Sharma Independent and
Non Executive
5. Mr. Gautam Director Non Promoter and Adhikari Non Independent
and Non Executive
6. Mr. Markand Vice Non Promoter and Adhikari Chairman Non
Independent, and Non Executive
7. Mr. M.S. Kapur Director Non promoter,
Independent and Non Executive
RECONSTITUTION OF AUDIT COMMITTEE
Consequent upon resignation of Mr. G. D. Sharma and in pursuance of
Shareholders agreement entered between existing promoters, Company and
HDIL Infra Projects Private Limited, new Directors were appointed,
hence the audit committee was reconstituted on May 13, 2010 as follows:
Name of the member Designation
Mr. Bua Singh Chairman
Mr. Deepak Sharma Member
Mr. M.S.Kapur Member
RECONSTITUTION OF SHAREHOLDERS / INVESTORS GRIEVANCE-CUM-SHARE
TRANSFER COMMITTEE
Consequent upon resignation of Mr. G.D. Sharma and in pursuance of
Shareholders agreement entered between existing promoters, Company and
HDIL Infra Projects Private Limited, new Directors were appointed,
hence the Shareholders/Investors Grievances cum Share Transfer
Committee was reconstituted on May 13, 2010 as follows:
Name Designation
Mr. M. S. Kapur Chairman
Mr. Ashok Kumar Gupta Member
Mr. Bua Singh Member
REMUNERATION COMMITTEE
Consequent upon resignation of Mr. G.D. Sharma the remuneration
committee was reconstituted on May 13, 2010 as follows:
Name Designation
Mr. M. S. Kapur Member
Mr. Waryam Singh Member
9. AUDITORS
M/s. A. R. Sodha & Co., Chartered Accountants, the Statutory Auditors
of the Company retire at the ensuing Annual General Meeting and have
expressed their unwillingness for re-appointment. The Board of
Directors have upon the recommendation of the Audit Committee
appointed, M/s. Ashok Jayesh & Associates, Chartered Accountants at
their meeting held on August 26, 2010. M/s. Ashok Jayesh & Associates
have confirmed their availability and eligibility under Section
224(1)(B) of the Companies Act, 1956 for appointment as Auditors of the
company.
10. EXPLANATION TO THE QUALIFICATION IN THE AUDITORS REPORT.
1. With respect to Auditors remarks/notes regarding reversal of
deferred tax assets, point no. (d) (i) of the Auditors Report, we
have to state that the Companys business has witnessed a good growth
in terms of the acceptance of its channel Live India by the viewers,
although the company has not been able to make profits in the past
years due to increase in the cost of operations. The Companys
performance is as per business plan and the Company is in the process
of raising funds to support these business plans. All these aspects
have led to the view of the management that there is virtual certainty
of having taxable income in the coming future and therefore the
deferred tax asset of Rs.664.62 lacs recognized in the earlier years have
not been reversed.
2. With respect to Auditors remarks/notes regarding non-provision for
diminution in value of investments, point no. (d) (ii) of the Auditors
Report we have to state that there has been further investments made by
HDIL Infra Projects Private Limited in the Company including other
Companies and shares acquired from existing promoters and preferential
issue has been completed which shows that the value of investments in
shares of other companies need not be reduced and hence no provision
made for diminution in value of investments in subsidiaries amounting
to Rs.510.00 lacs in accordance with Accounting Standard 13" Accounting
for Investmentsà issued by the Institute of Chartered Accountants of
India.
3. With respect to Auditors remarks/notes regarding point no. 11 of
Annexure to the Auditors Report we have to state that there had been
delay in the payments of interest and principal amount to the bank due
to liquidity constraints. However at present the company is regular in
the payments of interest and principal amount.
4. With respect to Auditors remarks / notes regarding point no. 17 of
the Annexure to the Auditors Report we would like to clarify that the
funds have been utilized for working capital requirement and for its
long term funding, separate arrangement have been made by the Company.
11. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in terms of requirements of clause (e) of subsection (1) of
Section 217 of the Companies Act, 1956 regarding conservation of
energy, technology absorption and foreign exchange earnings and outgo,
read along with the Companies (Disclosure of Particulars in the report
of Board of Directors) Rules, 1988 is given in the statement annexed
hereto forming part of this report.
12. PARTICULARS OF EMPLOYEES
In terms of provisions of Section 217(2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975, the
particulars of employees having regard to the provisions of Section
219(1)(b)(iv) of the Companies Act,1956, the Annual report excluding
the aforesaid information is being sent to all the members of the
Company and others entitled thereto. Any member interested in obtaining
such particulars may write to the Company Secretary at the Registered
Office of the Company.
13. CORPORATE GOVERNANCE
Your Company believes in adopting effective Corporate Governance
practices. Clause 49 of the listing agreement deals with the Corporate
Governance requirements which every listed company is required to
comply with. The Company has accordingly taken effective steps to
comply with the requirements of Clause 49 of the Listing Agreement with
the Stock Exchanges.
A separate section on the Corporate Governance forming part of the
Directors Report and certificate from the Companys Auditors M/s/A.R..
Sodha & Co., Chartered Accountants Mumbai, confirming compliance with
the conditions of Corporate Governance as stipulated under clause 49 of
the Listing Agreement forming part of this report.
14. DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 217(2AA) of the Companies Act, 1956, your Directors
hereby state and confirm that:
(i) In the preparation of the annual accounts for the financial year
ended March 31, 2010 the applicable accounting standards have been
followed alongwith proper explanation relating to material departures
if any;
(ii) They 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, 2010 and of the profit or loss of the
Company for the year under review;
(iii) They 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 your Company and for
preventing and detecting fraud and other irregularities;
(iv) They have prepared the annual accounts for the financial year
ended on March 31, 2010 on a Ãgoing concern basisÃ.
15. ACKNOWLEDGEMENTS
Your Directors would like to place on record their sincere appreciation
to the Companys customers, vendors and bankers for their continued
support to the Company during the year. The Directors also wish to
place on record their appreciation to the contribution made by
employees at all levels for sustaining the organizational growth
especially during challenging times. We thank Government of India,
Ministry of Information and Broadcasting and other government agencies
for their assistance and co-operation and look forward to their
continued support in future. Finally, the board expresses its gratitude
to the members for their continued trust, co-operation and support.
On behalf of the Board
For Broadcast Initiatives Limited
Date: August 26, 2010 Bua Singh
Place: Mumbai Chairman
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article