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Directors Report of Sri Adhikari Brothers Television Network Ltd.

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 19th Annual Report together with the Financial Statements of the Company for the financial year ended on 31st March, 2014.

1. Financial Highlights:

(Rs. in Millions)

Particulars Year ended Year ended 31st March, 2014 31st March, 2013

Total Revenue from business 716.04 606.43

Earnings before Finance charges, Depreciation and Tax 170.52 162.32

Less: Finance charge 24.01 33.94

Earnings before Depreciation and Tax (EBDTA) 146.51 128.38

Less: Depreciation 92.41 91.87

Earnings/(Loss) before Tax Adjustments (EBTA) 54.10 36.51

Tax Expenses 18.07 1.52

Profit / (Loss) After Tax (PAT) 36.04 34.99

Profit b/f from previous year 23.76 6.17

Surplus available for Appropriation 59.80 41.16

Less: Proposed Dividend 19.99 14.97

Less: Tax on Proposed Dividend 3.40 2.43

Balance carried to Balance Sheet 36.41 23.76

The comments of the Board of Directors on the financial performance have been provided under the Management Discussion and Analysis Report as an attachment to this report.

2. Dividend:

Your directors are pleased to recommend a dividend of Rs. 0.60 per Equity Share (Previous Year Rs. 0.60 per Equity Share), being 6% of the paid-up equity capital of the Company for the financial year ended on 31st March, 2014.

The Company issued and allotted 1,00,00,000 warrants on preferential basis convertible into even number of Equity Shares at an issue price of Rs. 75.10 (including premium of Rs. 65.10 per share) on 18th March, 2014. Upto 31st March, 2014, 28,20,000 warrants were converted into 28,20,000 Equity Shares of Rs. 10/- each. The remaining 71,80,000 warrants are converted into 71,80,000 Equity Shares of Rs. 10/- each on various dates after 31st March, 2014. As a result of the allotments, the paid up share capital of the Company has increased to Rs. 34,94,45,000 divided into 3,49,44,500 Equity Shares of Rs. 10/- each.

Considering these changes in the paid up share capital of the Company, the outgo on account of dividend will absorb Rs. 24.53 millions (including dividend tax payable of Rs. 3.56 millions). The dividend, if approved, shall be payable to those members whose names shall appear on the Company''s Register of Members as on date of Annual General Meeting of the Company i.e. 26th September, 2014.

3. Directors:

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Gautam Adhikari, Chairman & Whole Time Director of the Company, retires by rotation at the ensuring Annual General Meeting and being eligible, has offered himself for re-appointment.

In terms of the provisions of Section 149 and 152 of Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 which became effective from 1st April, 2014, Independent Director of the Company can be appointed for a term of 5 consecutive years and shall not be liable to retire by rotation.

To comply with the above provisions, it is proposed to appoint Mr. Prasannakumar B. Gawde, Mr. Arun Khakhar and Mr. Manmohan Singh Kapur as Independent Directors of the Company to hold office as such upto 31st March, 2019, who shall not be liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of Listing Agreement. Your Board recommends for their re-appointment as Independent Directors of the Company in terms of the provisions of Companies Act, 2013.

Ms. Kalindi Jani is appointed as an Additional Director of the Company w.e.f. 23rd August, 2014. In terms of provisions of Section 161 of the Companies Act, 2013, Ms. Kalindi Jani, holds office as such up to the date of the ensuing Annual General Meeting of the Company. The Company has received a notice from member under Section 160 of the Companies Act, 2013 together with necessary deposit proposing her candidature for the office of Director of the Company.

Mr. Gautam Adhikari is re-appointed as Chairman and Whole Time Director of the Company for a further period of three years w.e.f. 1st October, 2014, subject to the approval of members.

Brief resume of Directors proposed to be appointed/re-appointed as stipulated under Clause 49 of Listing Agreement entered with the Stock Exchanges are given in the Notice convening 19th Annual General Meeting.

Your Directors recommends the appointment/re-appointment of directors as aforesaid.

4. Directors'' Responsibility Statement:

Pursuant to the provisions contained in Section 217 (2AA) of the Companies Act 1956, the Directors of your Company confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) that they have selected such accounting policies and applied them consistently and have 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 31st March, 2014 and of the profit of the Company for the year ended on that date;

c) that 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 for preventing and detecting fraud and other irregularities; and

d) that they have prepared the annual accounts on a "Going Concern" basis.

5. Subsidiary Companies:

As on 31st March, 2014, the Company had five subsidiary companies, viz.:

Sr. No. Name of the Subsidiary Company Status of the Company

l TV Vision Limited (TVVL) Wholly Owned Subsidiary Company

2 Westwind Realtors Private Limited (WRPL) Subsidiary Company

3 MPCR Broadcasting Service Step Down Subsidiary Private Limited (MPCR) Companies

4 UBJ Broadcasting Private (Subsidiaries of TV Vision Limited (UBJ) Limited)

5 HHP Broadcasting Services Private Limited (HHP)

6. Consolidated Financial Statements:

The Ministry of Corporate Affairs (MCA) vide General Circular No.2/2011 No. 51/12/2007-CL-III dated 8th February, 2011 read with General Circular No.3/2011 No. 5/12/2007-CL-III dated 21st February, 2011 has granted a general exemption from attaching the Balance Sheet of subsidiary companies with its holding Company''s Balance Sheet, if the holding Company presents in its Annual Report the Consolidated Audited Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Audited Financial Statements in the Annual Report and accordingly is not attaching the Balance Sheets of the subsidiary companies with its Balance Sheet. Further, as required under the said circular, a statement of financial information of the subsidiary companies viz. TV Vision Limited (TVVL), Westwind Realtors Private Limited (WRPL), MPCR Broadcasting Service Private Limited (MPCR), UBJ Broadcasting Private Limited (UBJ) and HHP Broadcasting Services Private Limited (HHP) is given in Annexure attached to this report.

The Annual Accounts of the subsidiary companies will be available on the Company''s website www.adhikaribrothers.com and shall also be made available to the shareholders on request and will also be kept for inspection at the Registered Office of the Company and of the Subsidiary Company during the Office hours on all working days and during the Annual General Meeting.

7. Auditors:

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

Your Directors recommend the re-appointment of M/s. A. R. Sodha and Co., Chartered Accountants, Mumbai as the Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting until the conclusion of the next Annual General Meeting and to audit financial statements for the financial year 2014-15.

8. Public Deposits:

Your Company has neither accepted nor renewed any deposit from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 during the year ended 31st March 2014. However, Public deposits amounting to Rs. 1,31,000/- remained unclaimed as on 31st March 2014.

9. Corporate Social Responsibility (CSR)

Sri Adhikari Brothers Television Network Limited endeavours to reach out to underprivileged communities across India and work towards making a meaningful difference to the quality of life of such communities. We quench to build a better sustainable way of life for the society. Though the provision of Section 135 of the Companies Act, 2013 are not applicable to the Company, still the Company being one of the oldest and the pioneer in Media & Entertainment Industry is geared up and committed to serve the society in all possible ways.

10. Particulars of employees:

No employee was in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975, as amended, hence no such particulars are furnished.

11. Employee Stock Option Scheme:

The members of the Company through postal ballot process, the result of which was declared on 25th July, 2014, approved the Issue and offer of upto 1,00,000 Options to the Employees of the Company under SABTNL Employee Stock Option Scheme 2014 -15 (ESOS 2014-15).

12. Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

As required under the provisions of Section 217(2A) of the Companies Act, 2013 read with Section134(3)(m) of the Companies Act, 2013 and other applicable rules, particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo for the year under review are as follows:

(A) Conservation of Energy:

The Company continues to implement prudent practices for saving electricity and other energy resources in day-to- day activities. However, considering the business activities carried out by the Company, your directors have nothing to report with respect to conservation of energy.

(B) Research and Development:

The Company has not carried out any specific research activity and so no benefit has been derived from it.

(C ) Technology absorption, adoption and innovation:

The Company continues to take prudential measures in respect of technology absorption, adoption and take innovative steps to use the scarce resources effectively.

13. Corporate governance:

Pursuant to Clause 49 of the Listing Agreement entered with the Stock Exchanges, the following have been made a part of the Annual Report and are attached to this report:

* Management Discussion and Analysis Report

* Report on Corporate Governance

* Auditors'' Certificate regarding compliance of conditions of Corporate Governance

* Declaration on Compliance with Code of Conduct

14. Change in Share Capital of the Company:

The Company issued and allotted 1,00,00,000 Warrants on preferential basis convertible into even number of Equity Shares at an issue price of Rs. 75.10 (including premium of Rs. 65.10 per share) to entities in promoter group and others on 18th March, 2014. The preferential allotment was made in accordance with Chapter VII of SEBI (Issue of Capital & Disclosure Requirements ) Regulations, 2009. All the warrants are now converted into equity shares. As a result of the allotments of Equity Shares upon conversion of said warrants, the paid up share capital of the Company has increased to Rs. 34,94,45,000/- divided into 3,49,44,500 Equity shares of Rs. 10/- each.

Upto 31st March, 2014, 28,20,000 warrants were converted into 28,20,000 Equity shares of Rs. 10/- each. Details of the proceeds from the issue of shares and warrants upto 31st March, 2014 and the utilization thereof are as follows:

Source : Amount

Proceeds from 25% deposit for issue of 1,00,00,000 warrants 187,750,000

Proceeds from issue of 28,20,000 Shares on coversion of warrants 158,836,500

Part Proceeds received for conversion of Balance Warrants 63,163,500

TOTAL 409,750,000

Application :

a) Amount Invested in Associates

By way of Equity Contribution 85,200,000

By way of Loan/Advances 130,200,000

b) Amount utilized for Repayment of Debts 159,500,000

c) Amount utilized for working capital 34,850,000

TOTAL 409,750,000

15. Appreciation:

Your Directors acknowledge with gratitude and wish to place on record their deep appreciation for the continued support and co-operation received by the Company from the various artists, Government authorities, shareholders, bankers, business associates, customers and financial institutions during the year.

The Directors place on record their deep appreciation of the dedication and commitment of your Company''s employees at all levels and look forward to their continued support in the future as well.

For and On behalf of the Board of Directors

Place: Mumbai Gautam Adhikari Date: 23rd August, 2014 Chairman and Whole Time Director


Mar 31, 2012

The Directors have pleasure in presenting the 17th Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended on 31st March, 2012.

1. Financial highlights

(Rs.In Millions)

Particulars For the year ended For the year ended 31st March, 2012 31st March, 2011

Total Revenue from Business 485.64 329.22

Earnings before finance charges, Depreciation and Tax 134.12 108.58

Less: Finance charge 27.83 21.53

Earnings before depreciation, tax and Amortization (EBDTA) 106.29 87.05

Less: Depreciation 91.75 81.14

Earnings/(Loss)Before Tax (EBTA) 14.54 5.91

Tax Expenses (2.63) 0.49

Profit/(Loss) After Tax (PAT) 17.17 5.42

Profit P/f from previous year 6.20 21.53

Surplus available for Appropriation 23.37 26.95

Less: Proposed Dividend 14.80 14.80

Less: Tax on Proposed Dividend 2.40 2.40

Less: Short Provision for final dividend (2009-10) - 3.08

Less: Short Provision for Dividend Distribution Tax (2009-10) - 0.47

Balance carried to Balance Sheet 6.17 6.20

The comments of the Board of Directors on the financial performance have Been provided under the title Management Discussion and Analysis as an attachment to this report.

2. Dividend

Your directors are pleased to recommend a dividend of Rs. 0.60 per Equity Share, for the financial year ended on 31st March, 2012. The outgo on account of this dividend will beRs. 17.20 millions (including dividend distribution tax of Rs. 2.40 millions). The dividend, if approved, shall be payable to those members whose name shall appear on the Company's Register of Members as on the date of Annual General Meeting of the Company i.e. 28th September, 2012.

3. Directors

In accordance with the provisions of Section 256 of the Companies Act, 1956, and the Articles of Association of the Company, Mr. M. S. Kapur retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment and your Board recommends for his re-appointment.

Further, Mr. Gautam Adhikari was re-appointed as a Whole Time Director of the Company for a period of three years w.e.f. 31st October, 2011 and the members approved his re-appointment at the last Annual General Meeting held on 28th September, 2011.

4. Directors' Responsibility Statement

Pursuant to the provisions contained in Section 217 (2AA) of the Companies Act 1956, the Directors of your Company confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have Been followed and no material departures have Peen made from the same;

b) That they have selected such accounting policies and applied them consistently and have 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 31st March, 2012 and of the profit of the Company for the year ended on that date;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting remoras in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

d) That they have prepared the annual accounts on a going concern basis.

5. Subsidiary Companies

As on 31st March, 2012, the Company had six subsidiary companies, viz.:

Sr. No. Name of the Subsidiary Company Remarks

1 TV Vision Limited (Formerly known as The name of the Company was changed to TV Vision Limited TV Vision Private Limited) on 23rd June, 2011 consequent upon conversion into public limited company.

2 MPCR Broadcasting Service TV Vision Limited entered into Share Purchase Agreement with Private Limited (MPCR) the Company on 1st July, 2011 for acquisition of 100% stake in these Companies.

3 UBJ Broadcasting Private Limited (UBJ) Accordingly, MPCR, UBJ and HHP have Become step own 4 HHP Broadcasting Services Private subsidiaries of the Company on transfer of stake to TV Vision Limited (HHP) Limited on 1st August, 2011.

5 Westwind Realtors Private Limited There were no significant Business activities airing the year.

6 Maiboli Broadcasting Private Limited The Company was incorporated on 30th November, 2011 as Wholly Owned Subsidiary Company.

Further, on 4th April, 2012 the Company has incorporated "SAB Entertainment Network Private Limited", as a Wholly Owned Subsidiary Company.

As a result of the aforementioned changes, as on date the company has following subsidiary Companies:

Sr. No. Name of the Subsidiary Company Status of the Company

1 TV Vision Limited

2 Maiboli Broadcasting Private Limited Wholly Owned Subsidiary Company

3 SAB Entertainment Network Private Limited

4 Westwind Realtors Private Limited Subsidiary Company

5 MPCR Broadcasting Service Private Limited

6 UBJ Broadcasting Private Limited Step Down Subsidiary Company

7 HHP Broadcasting Services Private Limited

6. Consolidated Financial Statements

The Ministry of Corporate Affairs (MCA) voice General Circular No.2/2011 No. 51/12/2007-CL-lll dated 8th February 2011 read with General Circular No.3/2011 No. 5/12/2007-CL-lll dated 21st February 2011 has granted a general exemption from attaching the Balance Sheet of subsidiary companies with holding company's Balance Sheet, if the holding company presents in its Annual Report Consolidated Financial Statements duly audited by its Statutory Auditors. The Company is publishing Consolidated Financial Statements in the Annual Report and accordingly the Company is not attaching the Balance Sheets of its subsidiary companies with its Balance Sheets. Further, as required under the said circular, a statement of financial information of the subsidiary companies viz. TV Vision Limited (formerly known as TV Vision Private Limited), Westwind Realtors Private Limited, MPCR Broadcasting Service Private Limited (MPCR), UBJ Broadcasting Private Limited (UBJ), HHP Broadcasting Services Private Limited (HHP), and MaiPoli Broadcasting Private Limited is given in Annexure attached to this report.

The Annual Accounts of the subsidiary companies will be available on the company's website www.aahikariProthers.com and shall also be made available to the shareholders on request and will also be kept for inspection at the Registered Office of the Company and of the Subsidiary Company during the Office hours on all working days and during the Annual General Meeting.

7. Public Deposits

Your Company has neither accepted nor renewed any deposit within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules made there under during the year ended 31st March 2012. However, Public deposits amounting to Rs. 1,31,000/- remain unclaimed as on 31st March 2012.

8. Change in Share Capital of the Company

The Company allotted 2,79,500 Equity shares on exercise of Options granted under SABTNL ESOP Scheme 2009-10 to the eligible employees of the Company on 9th May,2011. On 16th July, 2011 the Company allotted 15,00,000 Equity shares of Rs.10/- each on conversion of warrants issued on preferential basis.

The aforesaid equity shares are listed on both the stock exchanges.

Based on the above changes, the issued, subscripted and paid up Capital of the Company has increased to Rs. 246,630,000/-divided into 24,663,000 Equity shares ofRs. 10/- each.

9. Auditors

M/s. A. R. Sodha & Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company hold office up to the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a letter from them to the effect that their re- appointment, if made, would be in conformity with the limits prescribed under Section 224 (IB) of the Companies Act, 1956. The Board recommends their re-appointment of M/s. A. R. Sodha & Co., Chartered Accountants, as the Statutory Auditors of the Company.

10. Auditors' Remarks

With regards to Auditors' remarks for payment of statutory dues, your directors state that the Company has subsequently made the payment of statutory dues, Other remarks in the Auditors' Report are self explanatory.

11. Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information in terms of requirements of clause (e) of sub-section (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 as follows:

(A) Conservation of Energy

The Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities. However, considering the Business activities carried out Py the Company, your director have nothing to report with respect to conservation of energy.

(B) Research and Development:

The Company has not carried out any specific research actively.

(C) Technology absorption, adoption and innovation:

The Company continues to take prudential measures in respect of technology absorption, adoption and take innovative steps to use the scarce resources effectively.

(D) Foreign Exchange Earnings and Outgo:

The particulars of Foreign Exchange earnings and outgo for the year under review are as follows:

(Rs. in Millions)

Year ended Year ended 31.03.2012 31.03.2011

Foreign Exchange earned 87.01 Nil

Foreign Exchange used 18.78 16.30

12. Particulars of Employees:

No employees were in receipt of remuneration exceeding the limits as prescribed under the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employee) Rules, 1975, as amended, hence no such particulars are furnished.

13. Corporate governance:

Pursuant to Clause 49 of the Listing Agreement entered with the stock exchange(s), the following have Been made a part of the annual report and are attached to this report:

- Management Discussion and Analysis Report

- Corporate Governance Report

- Auditors' Certificate regarding compliance of conditions of Corporate Governance

- Declaration on Compliance with Code of Conduct

14. Employees'Stock Options:

The disclosure of Employees Stock Options as required under Clause 12 of Securities and Exchange Board of Ionia (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999, is given in annexure attached to this report.

15. Utilization of proceeds from warrants / shares issued on preferential basis

During the year the Company has allotted 15,00,000 equity shares of Rs. 10/- each for cash at an issue price of Rs.46.50 per share on conversion of 15,00,000 warrants, issued on preferential basis.

The proceeds from issue of shares and warrants has Been utilized as follows:

(Rs.)

Proceeds: 31.03.2012 31.03.2011

from issue of 51,25,000 Shares on preferential basis - 102,004,689

from 25% deposit for 30,00,000 warrants - 34,875,000

from issue of 15,00,000 Shares, on conversion of warrants (PY. 15,00,000 Shares) 52,312,500 52,312,500

Total 52,312,500 189,192,189

Application of Funds:

Invested in Wholly Owned Subsidiaries by way of Equity Contribution/Loans 42,600,000 110,151,046

Utilized for Repayment of Debts - 57,068,266

Utilized for working capital 9,712,500 21,972,877

Total 52,312,500 189,192,189

16. Appreciation

The Directors acknowledge with gratitude and wishes to place on record, their seep appreciation for the continue support and co-operation receive by the Company from the various artists, Government authorities, shareholders, bankers, business associates, customers and financial institutions during the year.

The Directors place on record their keep appreciation of the avocation and commitment of your Company's employees at all levels and lookforwara for their continue support in the future as well.

For & On behalf of the Board of Directors

Place: Mumbai Gautam Adhikari

Date: 29th August, 2012 Chairman and Whole Time Director


Mar 31, 2010

The Directors have pleasure in presenting the 15th Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended on 31st March 2010.

1. Financial Highlights

(Rupees in millions)

Particulars For the year ended For the year ended 31st March 2010 31st March 2009

Total Revenue from business 303.09 222.77

Earnings before finance charges, Depreciation & Tax 120.83 54.01

Less: Finance charge 38.48 18.35

Earnings before depreciation, tax & amortisation (EBDTA) 82.35 35.66

Less: Depreciation 78.40 70.97

Earnings/(Loss) before Tax (EBT) 3.95 (35.31)

Tax Expenses Current tax 5.08 11.84

Extra-OrOinary Items 0.00 1.34

Profit / (Loss) After Tax (PAT) (1.13) (48.50)

Profit P/f from previous year 34.07 89.08

Surplus available for Appropriation 32.94 40.58

Less: Proposed Dividend 9.76 5.57

Less: Tax on Proposed Dividend 1.66 0.95

Balance carried to Balance Sheet 21.53 34.07

The comments of the Board of Directors on the financial performance have been provided under the title Management Discussion ana Analysis as an attachment to this report.

2. Dividend

Your directors are pleased to recommend a dividend of Re. 0.60 per eaurty share, for the financial year ended on March 31,2010 subject to the approval of shareholders at the Annual General Meeting. The outgo on account of this diviaend will absorb Rs. 15.01 million (including dividend tax payable of Rs. 2.18 million) including dividend on 51,25,000 eaurry shares of Rs.10/- each allotted on 12th August, 2010 on conversion of warrants issued on preferential basis.

The dividend, if approved, shall be payable to the shareholders registered in the Pooks of the Company ana the beneficial owners as per details furnished by the depositories as on 24th September, 2010.

3. Directors

In accordance with the provision of the Articles of Association of the Company, Mr. Arun Khakhar is liable to retire by rotation at the ensuing Annual General Meeting ana being eligible offers himself for re-appointment ana your Board recommends his re appointment.

During the period under review, Mr.M.S.Kapur was co-opted on the Board as an additional director w.e.f. 31 st May, 2010 to hold the office upto the date of ensuing Annual General Meeting. Your Company has received notice under section 257 of the Companies Act, 1956 together with necessary deposit, proposing his candidature for the office of Director at the ensuing Annual General Meeting. The Board recommends the appointment of Mr. M.S. Kapur as a Director of the Company.

4. Directors Responsibility Statement

Pursuant to the provisions contained in Section 217 (2AA) of the Companies Act 1956, the Directors of your Company confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same.

b) That they have selected such accounting policies and applied them consistently and have 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 31st March, 2010 and of the loss of the Company for the year ended on that date.

c) That 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 for preventing and detecting fraud and other irregularities.

d) That they have prepared the annual accounts on a going concern basis.

5. Auditors

M/s. A. R. Sodha & Co., Chartered Accountants, the Statutory Auditors of the Company hold the office up to the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that their re- appointment, if made would be in conformity with the limits prescribed under Section 224 (1B) of the Companies Act, 1956. The Board recommends the re-appointment of M/s. A. R. Sodha & Co., Chartered Accountants, as the Statutory Auditors of the Company.

6. Audit Qualifications

The Company has subsequently made the statutory payment and therefore, has regularised its compliance. The other remarks in the Auditors Report are self explanatory.

7. Public Deposits

The company has not accepted /renewed any fixed deposits from the public during the year under review. However, public deposits amounting to Rs. 131,000/- remains unclaimed as on 31st March 2010 from the part of the deposit holders.

8. Subsidiary Companies

As on 31st March, 2010 the Company has five subsidiaries as follows:

Sr. No. Name of the Subsidiary Remarks

a TVVision Private Limited The music and comedy channel "Mastiii" was successfully launched by the subsidiary in the month of July, 2010 and created history by becoming No. 1 television channel in Hindi Speaking Markets within a short period. The channel has a unique blend of songs interwoven with classic satire and skits.

b MPCR Broadcasting Service Private Limited The subsidiaries were incorporated on 24th December, 2009 & are yet to commence business operations.

c UBJ Broadcasting Private Limited

d HHP Broadcasting Services Private Limited

e WestwindRealtors Private Limited There was no significant business activities during the year

In terms of approval granted by the Ministry of Corporate Affairs vide its Order No.47/553/2010 CL III dated 14th July, 2010 under section 212 (8) of the Companies Act, 1956, copies of Balance Sheet, Profit & Loss Accounts and reports of the Board of Directors and Auditors of the said subsidiaries have not been attached with the Balance Sheet of the

Company. The statements pursuant to section 212(1 )(e) and (8) of the Companies Act, 1956 containing the details of the subsidiary companies are annexed to the Annual Report.

However, the Annual Accounts of the above referred subsidiary companies shall be made available to the shareholders on request and will also be kept for inspection at the Registered Office of the Company and of the subsidiary company during the office hours on all working days and will also be made available on the Companys website www.adhikaribrothers.com.

9. Consolidated Financial Statements

In accordance with the requirements of Accounting Standard-21 issued by the Institute of Chartered Accountants of India, the Consolidated Accounts of the company and Auditors Report on these accounts are published in this Annual Report.

10. Changes in Share Capital

During the year under review, the authorized share capital of the company has been increased from Rs. 20,00,00,000/- to Rs.30,00,00,000/- comprising of 30,000,000 equity shares of Rs. 10/- each.

The Company has issued and allotted 91,75,000 warrants on preferential basis convertible into even number of equity shares to persons in promoter group and other entities on 19th November 2009 at an issue price of Rs. 25.25 per share.

Further, the Company has allotted 29,25,000 warrants on preferential basis convertible into even number of equity shares to persons in promoter group on 28th January 2010 at an issue price of Rs. 31.85 per share

The Preferential Allotment was made in accordance with Chapter VII of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.

On 27th March, 2010 69,75,000 equity shares of Rs.10/- each were allotted on conversion of warrants issued on preferential basis. The additional shares issued are now listed with the stock exchanges.

On 12th August, 2010 51,25,000 equity shares of Rs.l 0/- each were allotted on conversion of warrants issued on preferential basis. The Company is in process of making application with stock exchanges for listing of shares.

Based on the above changes, the issued, subscribed & paid up equity share capital of the company has increasedto Rs.213,835,000 divided into 21,383,500 equity shares of Rs.l0/-each.

11. Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Information in terms of requirements of clause (e) of Sub-section (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 as follows:

(A) Conservation of Energy

The Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

(B) Research and Development:

The Company has not carried out any specific research activity and so no benefit has been derived from it.

(C) Technology absorption, adaptation and innovation:

The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

(D) The particulars of Foreign Exchange earnings and outgo for the year under review are annexed to this report.

12. Particulars of Employees

The particulars of employees, as required under Section 21 7 (2A) of the Companies Act 1956 read with the Companies (Particulars of the Employees) Rules 1975, forming part of the report of Directors, for the year under

review, are annexed to this report.

13. Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the stock exchange(s), the following have been made a part of the annual report and are attached to this report.

. Management Discussion and Analysis

. Corporate Governance Report

. Auditors Certificate regarding compliance of conditions of Corporate Governance

. Declaration on Compliance with Code of Conduct

14. Employees Stock Options Plan

In order to motivate and retain talented employees and as a token of appreciation for the honesty and loyalty shown towards the Company, the Company has introduced an ESOP Scheme during the year named as SABTNL ESOP Scheme 2009-10. The Company has taken approval of members for the ESOP Scheme through postal ballot process, results of which were declared on 13th January, 2010. The compensation committee was duly constituted on 26,h February 2010 for proper administration of the ESOP Scheme consisting of

. Mr.GautamAdhikari

. Mr.PrasannakumarGawdeand

. Mr.ArunKhakhar.

The compensation committee has granted 7,00,000 Options to the eligible employees on 15,th April 2010.

As during the year ended 31st March, 2010 no options were granted under the ESOP Scheme, thus the details of ESOS pursuant to Regulation 12 of SEBI (Employees Stock Option Scheme and Employees Stocks Purchase Scheme) Guidelines, 1999 are not warranted.

15. Outlook

The Indian Media & Entertainment industry is estimated to grow from Rs.580.80 billion in 2009 at a CAGR of 12.4% for the next 5 years to reach Rs. 1040.80 billion in 2014. Television industry is projected to continue to be the major contributor to the overall industry revenue pie & estimated to grow at a healthy rate. Overall growth in the content & broadcast segment is expected to be powered by rapid growth in number of cable households, digitalization of media & availability of newer platforms & convergence of media.

16. Utilization of proceeds from Preferential Issue: Details of proceeds from Preferential Issue:

Date of Issue No. of securities Offer price Funds received issued (Rs) (Rs.in millions)

19th November,2009 91,75,000 25.25 231.67

28th January, 2010 29,25,000 31.85 93.16

TOTAL 324.83

Details of fund utilization:

Particulars Actual funds utilized % of net funds utilized

Investment in subsidiary companies 186.00 57.26

Repayments of debts 105.24 32.40

Working Capital 33.60 10.34

TOTAL FUNDS UTILISED 324.83 100.00

17. BuybackofFCCBs

The Company had issued US$ 9 million 1.5% Secured Foreign Currency Convertible Bonds in June 2007 which were due for repayment in the month of June 2012. During the year, the Company has repurchased all the outstanding FCCBs in tranches at an average discount of 43.42% in compliance with applicable guidelines.

18. Appreciation

The Directors acknowledges with gratitude and wishes to place on record, their deep appreciation of the continued support and co-operation received by the Company from the various artists, Government authorities, shareholders, bankers, business associates, customers and financial institutions during the year.

The Directors place on record their deep appreciation of the dedication and commitment of your Companys employees at all levels and lookforward to their continued support in the future as well.

For and On behalf of the Board of Directors

Place: Mumbai Gautam Adhikari

Date: 12th August, 2010 Chairman and Whole Time Director

 
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