Mar 31, 2018
The Directors take pleasure in presenting the 24th Annual Report together with the audited statement of accounts of the Company for the financial year ended March 31, 2018.
COMPANY PERFORMANCE FINANCIAL HIGHLIGHTS
The salient features of the Companyâs financial results for the year under review are as follows:
(Rs. in lacs)
PARTICULARS |
2017-18 |
2016-17 |
Income from operations |
41,658.69 |
40,846.28 |
Less: Total expenditure |
36,351.07 |
40,568.23 |
Operating profit |
5,307.62 |
278.05 |
Less: Interest |
- |
- |
Less: Depreciation |
1,389.93 |
1,226.97 |
Operating Profit after interest and depreciation |
3,917.69 |
(948.92) |
Add : Other income |
1,659.28 |
1,174.92 |
Less : Exceptional items |
905.07 |
- |
Profit before tax |
4,671.90 |
226.00 |
Less: Provision for taxation |
3,041.80 |
(2,712.42) |
Net profit after tax |
1,630.10 |
2,938.42 |
Other Comprehensive Income |
(3.73) |
(7.87) |
Balance brought forward from previous year |
21,333.03 |
18,402.48 |
Adjustment of Depreciation on account of transitional provision of Schedule II of Companies Act 2013 |
- |
- |
Appropriations: |
||
Disposable profits |
22,959.40 |
21,333.03 |
Less: Interim dividend |
- |
- |
Less: Payment of dividend |
404.52 |
- |
Less: Corporate dividend tax |
82.35 |
- |
Less: Transfer to General Reserve |
- |
- |
Balance carried to balance sheet |
22,472.53 |
21,333.03 |
Note: The financial statements for the year ended March 31, 2018 has been prepared under IND AS (Indian Accounting Standards). The figures for the previous year (2016-17) are adjusted so as to give effect of merger of production unit of Balaji Motion Pictures Limited and Bolt Media Limited with Balaji Telefilms Limited.
RESULTS OF OPERATIONS
During the year under review, the Standalone Revenue from operations of the Company is RS. 41,658.69 lacs an increase of 1% over the previous yearâs RS. 40,846.28 lacs.
During the year the operating EBITDA stood at RS. 5,307.62 lacs as against RS. 278.03 lacs in the previous year. Previous Yearâs EBITDA was impacted by certain piracy issues with two of our movies resulting in loss of revenues from the theatrical sales.
During the year, Profit before Tax stood at RS. 4,671.89 lacs as against RS. 225.98 lacs in the previous year. Profit Before Tax during the current year included an exceptional expense of RS. 905.07 lacs towards certain income tax provisions. The Core business of the Company performed well as profit before tax is oveRs. 20 times of previous year.
During the year, Net Profit After Tax stood at RS. 1,630.10 lacs as compared to RS. 2,938.42 lacs of previous year. Current year Net Profit After Tax is lower mainly on account of normal tax of RS. 205.85 lacs on capital gains, tax on completion of assessments RS. 708.98 lacs and deferred tax charge of RS. 2,125.10 lacs on account of merger of BMPL films production division for business losses in the previous year.
Normalised Profit After Tax (at normal income tax rate, excluding any impact of deferred tax and exceptional tax items) for the year is RS. 3,558.62 lacs as compared to RS. 158.42 lacs in previous year. As per the Consolidated Accounts, the total revenue from operations has decreased by 1.29% from RS. 41,867.05 lacs to RS. 41,331.79 lacs during the year.
A detailed discussion on the business performance is presented in the Management Discussion and Analysis Section of the Annual Report.
DIVIDEND
The Directors of the Company are pleased to recommend a Final Dividend of RS. 0.40 per equity share of the face value of RS. 2/- each for the financial year ended March 31, 2018.
The Final Dividend, subject to the approval of Members at the Annual General Meeting (AGM) on August 31, 2018 will be paid to the Members whose name appear in the Register of Members, as on Friday, August 24, 2018. The total dividend for the financial year will absorb RS. 4,87,67,214/- including Dividend Distribution Tax of RS. 83,15,036/-.
UNPAID/UNCLAIMED DIVIDEND
In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 and Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, RS. 87,221/- of unpaid/unclaimed dividend were transferred during the year to the Investor Education and Protection Fund.
TRANSFER TO RESERVES
The Directors of the Company do not propose to transfer any amount to the General Reserve and an amount of RS. 22,472.53 lacs is proposed to be retained in the statement of profit and loss account.
BORROWINGS
The Company does not have any borrowings during the year under review.
SHARE CAPITAL
- During the year under review, Authorized Share Capital of the Company has been increased from RS. 26,00,00,000/- (Rupees Twenty Six Crores Only) to RS. 36,00,00,000/- (Rupees Thirty Six Crores Only). Therefore as on March 31, 2018 the Authorized Share Capital of the Company is RS. 36,00,00,000/-(Rupees Thirty Six Crores Only) divided into 15.00.00.000 Equity Shares of RS. 2/- each and RS. 6,00,00,000/- (Rupees Six Crores Only) divided into 3,00,00,000 Preference Shares of RS. 2/- each.
- During the financial year 2017-18 the Company has issued and allotted 2.52.00.000 equity shares of the face value of RS. 2/- each at a price of RS. 164/- which includes a premium of RS. 162/- per equity share on preferential allotment basis to Reliance Industries Limited (RIL). Therefore paid-up Equity Share Capital of the Company as on March 31, 2018 is RS. 20,22,60,886/- (Rupees Twenty Crores Twenty-Two Lacs Sixty Thousand Eight Hundred and Eighty-Six Only). Of the total paid up share capital of the Company, 32.51% is held by Promoters and Promoter Group, all in dematerialized form and balance of 67.49% is held by persons other than Promoters and Promoter Group out of which majority is in dematerialized form.
- The Company has neither issued shares with differential voting rights nor granted stock options or sweat equity.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act and the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.
CHANGE IN NATURE OF BUSINESS
During the year under review, Scheme of Arrangement and Amalgamation between Balaji Telefilms Limited (âCompanyâ) with Balaji Motion Pictures Limited (âBMPLâ) and Bolt Media Limited (âBOLTâ) (âSchemeâ) came into effect from December 15, 2017 vide order of the National Company Law Tribunal, Mumbai dated November 02, 2017 as a result of which, there has been change in the nature of business of the Company, with the addition to carry out the film production business in the existing main object clause of the Memorandum of Association.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report.
SUBSIDIARIES
As on March 31, 2018 your Company has following Subsidiaries:
i) BALAJI MOTION PICTURES LIMITED (BMPL)
During the year under review the film production undertaking of BMPL has demerged and is vested in Balaji Telefilms Limited w.e.f. December 15, 2017. However, BMPL will continue with the business of distribution of motion pictures and films.
ii) ALT DIGITAL MEDIA ENTERTAINMENT LIMITED (ALT DIGITAL)
The Companyâs digital content business is housed under ALT Digital, which was incorporated as a wholly-owned subsidiary in July 2015. Through the subsidiary, we have made a strategic foray into the B2C digital content business segment to monetize the incredible potential of original, premium, on-demand entertainment.
iii) CHHAYABANI BALAJI ENTERTAINMENT PRIVATE LIMITED (CBEPL)
CBEPL is a Kolkata-based subsidiary of Balaji Telefilms Limited (BTL). It has a glorious heritage of producing TV content and Web series in Bengali.
iv) MARINATING FILMS PRIVATE LIMITED (MFPL)
MFPL is a subsidiary of BTL. It owns the concept, format and all proprietary rights and intellectual property rights in Box Cricket League (BCL), The Indian Telly Calender (ITC) and Indian Television Style Awards (TSA).
v) BOLT MEDIA LIMITED (BOLT)
During the year under review, BOLT ceased to be wholly-owned subsidiary of your Company on account of merger with Balaji Telefilms Limited w.e.f. December 15, 2017.
A detailed review of the operations, performance and future outlook and its businesses during the year under review of the above mentioned subsidiaries form part of the Management Discussion and Analysis which forms part of the Annual Report.
EVENT MEDIA LLP
During the year under review, the Company exited from Event Media LLP and it ceased to be designated partner w.e.f. January 15, 2018.
SCHEME OF ARRANGEMENT AND AMALGAMATION
The National Company Law Tribunal, Mumbai (âNCLTâ) by an order dated November 02, 2017 sanctioned the Scheme of Arrangement and Amalgamation between Balaji Telefilms Limited (âCompanyâ) with Balaji Motion Pictures Limited (âBMPLâ) and Bolt Media Limited (âBOLTâ) (âSchemeâ) which came into effect from December 15, 2017. Pursuant to the Scheme:
a. the Film Production Undertaking of BMPL has demerged and vested in the Company in accordance with Sections 232 read with Section 230 of the Companies Act, 2013 and in compliance with Section 2(19AA) of the Income Tax Act, 1961 and consequently the paid-up share capital of BMPL stands reduced to RS. 2,00,00,000/-(Rupees Two Crores Only); and
b. Bolt has amalgamated with the Company in accordance with Sections 232 read with Section 230 of the Companies Act, 2013 and in compliance with Section 2(1B) of the Income Tax Act, 1961.
EMPLOYEE STOCK OPTION PLAN (ESOP)
In order to motivate, incentivize and reward employees, the Company instituted Balaji Telefilms Limited ESOP 2017 (âESOP 2017â), which was approved by the Members through Postal Ballot dated December 30, 2017. The total number of options granted under ESOP 2017 shall not exceed 53,22,655 (Fifty-Three Lacs Twenty-Two Thousand Six Hundred and Fifty-Five). Each option when exercised shall be converted into equivalent number of shares of face value of RS. 2/- each. The applicable disclosure under Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (the âESOP Regulationsâ) as at March 31, 2018 is available on the website of the Company at http://www.batajitetefitms.com/pdf/ ESOP 2017 Disclosure under SEBI(SBEB)%20 Regulations 2014.pdf Certificate from M/s. Price Waterhouse Chartered Accountants LLP, Statutory Auditors, with respect to the implementation of ESOP Scheme would be placed before the Members at the ensuing AGM and a copy of the same shall be available for inspection at the Registered Office of the Company.
AUDITED FINANCIAL STATEMENTS OF THE SUBSIDIARIES
The Audited Financial Statements, the Auditorsâ Report thereon and the Boardâs Report with applicable annexures for the year ended March 31, 2017 for the Subsidiary Companies are annexed along with the Annual Report.
Further a statement containing the salient features of our subsidiaries in the prescribed format AOC-1 is appended as Annexure I to the Boardâs Report.
The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ). The Policy, as approved by the Board, is available on the Companyâs website at http://balajitelefilms.com/ polkv-determinmg-material-subsidiarv.php
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company is prepared in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.
The Annual Financial Statements of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the Registered Offices of the respective Subsidiary Companies and will be available to investors seeking information at any time.
MATERIAL EVENTS OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material events have occurred between the end of financial year 2017-18 and the date of this report, which have effect over the financial position of the Company except appointment of Mr. Sunil Lulla as Group Chief Executive Officer of the Company w.e.f. May 25, 2018.
DIRECTORS & KEY MANAGERIAL PERSONNEL (KMPs)
Appointment and Resignation of Mr. Jyotindra Thacker Mr. Jyotindra Thacker, who was appointed as a Non-Executive Additional Director on the Board of the Company w.e.f. September 01, 2017 stepped down from the position of Directorship w.e.f. March 22, 2018, due to his pre-occupation in other matters. The Board places on record, its appreciation for his inspiring guidance and his contribution to improve the overall functioning of the Company.
Appointment of Mr. Anshuman Thakur and Ms. Jyoti Deshpande
During the financial year 2017-18, the Board of Directors, had appointed Mr. Anshuman Thakur and Ms. Jyoti Deshpande as a Non-Executive Additional Director of the Company vide resolution passed by circulation on September 01, 2017 and March 23, 2018 respectively who will hold office upto the date of ensuing AGM and shall not be liable to retire by rotation. Appropriate resolutions for the appointment of Mr. Anshuman Thakur and Ms. Jyoti Deshpande as Non-Executive Director are being placed for the approval of the Members of the Company at the ensuing AGM. The Board recommends their appointment as Non-Executive Director of the Company.
Retirement by rotation and subsequent re-appointment
Mr. Jeetendra Kapoor, Non-Executive Director, is liable to retire by rotation at the ensuing AGM, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Articles of Association of the Company and being eligible has offered himself for re-appointment. Appropriate resolution for his re-appointment is being placed for the approval of the Members of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the 24th AGM of the Company. The Board recommends his re-appointment as Non - Executive Director of the Company.
Further, the Board of Directors at their meeting held on May 19, 2018, pursuant to Regulation 17(1A) of the Listing Regulations, as amended on May 09, 2018 and the applicable provisions of the Companies Act, 2013, if any, read with Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and subject to his re-appointment at the ensuing AGM, considered and approved the continuation of Mr. Jeetendra Kapoor (DIN: 00005345), aged 76 years as Chairman, NonExecutive Director of the Company from April 01, 2019, till the date he retires by rotation.
Appropriate resolution for the continuation of Mr. Jeetendra Kapoor, as Non-Executive Director is being placed for the approval of the Members of the Company at the ensuing AGM. The Board recommends his continuation as Non- Executive Director of the Company.
Re-appointment of Managing Director & Joint Managing Director
The present term of appointment of Mrs. Shobha Kapoor and Ms. Ekta Kapoor as Managng Director and Joint Managing Director respectively is valid upto November 09, 2018. The Board has, subject to the approval of the Members in the forthcoming AGM, approve the re-appointment of Mrs. Shobha Kapoor and Ms. Ekta Kapoor as Managng Director and Joint Managing Director for another period of 5 (five) years, post completion of the present term.
Re-appointment of Independent Directors
The first term of office of Mr. Duraiswamy Gunaseela Rajan, Mr. Pradeep Kumar Sarda and Mr. Ashutosh Khanna, as Independent Directors, will expire on March 31, 2019 and that of Mr. Devender Kumar Vasal on May 14, 2019. The Board on the recommendation of Nomination and Remuneration Committee has recommended their re-appointment as Independent Directors of the Company for a second term of 5 (five) consecutive year Appropriate resolutions for their re-appointment is being placed for the approval of the Members of the Company at the ensuing AGM. The brief resume of the Directors and other related information has been detailed in the Notice convening the 24th AGM of the Company.
Change in Key Managerial Personnel (KMPs)
During the year under review, Mr. Sameer Nair has resigned from the position of Group Chief Executive Officer (KMP) w.e.f. July 15, 2017.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from all Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the Listing Regulations.
AUDITORS
STATUTORY AUDIT
M/s. Price Waterhouse Chartered Accountants LLP were appointed as Statutory Auditors of the Company at the AGM held on August 31, 2017, for a term of 5 (five) consecutive year They have confirmed that they are not disqualified from continuing as Auditors of the Company. As per the provisions of Section 139 of the Companies Act, 2013, earlier the appointment of Auditors was required to be ratified by Members at every AGM. However, in accordance with the Companies Amendment Act, 2017 enforced on May 07, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM.
COST AUDIT
In accordance with Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Makarand M. Joshi & Co., Practising Company Secretaries as Secretarial Auditors of the Company for the financial year 2018-19.
AUDIT REPORTS
- The Report given by the Statutory Auditors on the financial statements of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
- Secretarial Audit Report issued by M/s. Makarand M. Joshi & Co., Practising Company Secretaries in form MR-3 for the financial year 2017-18 is appended as Annexure II to this Report. The said Report does not contain any qualification, reservation, disclaimer or observation requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013 except adverse remark which reads as under:
âDuring the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except that in few instance the Connected Persons has traded in trading window closure and there were also contra trade instances for which the Company is in process to take action and to intimate the same to SEBI.â
With regards to remark contained in the Secretarial Audit Report, Directors wish to state that:
1. Board has taken appropriate action as required under Companyâs Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders (Code) and the same was intimated to Securities Exchange Board of India (SEBI). In addition to this, the Company has also taken necessary steps to create awareness such as conducting training sessions on SEBI (Prohibition of Insider Trading) Regulations, 2015 and Companyâs Code, timely E-mails to Employees/Professionals.
2. The Company is also in the process of installing software so as to track the trading carried out by the employees of the Company to curtail the instances of Insider Trading.
COMMITTEES OF THE BOARD
In compliance with the requirements of Companies Act, 2013 and Listing Regulations, the Board had constituted various Board Committees including Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Internal Complaints Committee and Corporate Social Responsibility Committee. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein forms part of the Corporate Governance Report which forms part of the Annual Report.
DETAILS OF POLICY DEVELOPED AND IMPLEMETED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Corporate Social Responsibility Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.
The Annual Report on CSR activities is annexed herewith as Annexure III to the Boardâs Report.
OTHER DISCLOSURES
i) EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of Annual Return in Form MGT-9 is appended as Annexure IV to this report.
ii) REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instances of frauds committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report
iii) SECRETARIAL STANDARDS
The Company complies with all applicable Secretarial Standards.
iv) INTERNAL FINANCIAL CONTROLS SYSTEM AND ADEQUACY
The Board has adopted the policies and procedures for ensuring the orderly and efficient control of its business including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds, errors, reporting mechanisms, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.
v) VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company promotes ethical behaviour in all its business activities and has put in place a mechanism of reporting illegal or unethical behaviour. The Company has a Whistle Blower Policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the management to the workgroups. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The Whistle Blower Policy of the Company is also posted on the website of the Company www.batajitetefitms.com.
vi) DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The requisite details containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure V(a) to this Report.
vii) DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The requisite details relating to the remuneration of the specified employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure V(b) to this Report.
viii) RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companyâs website at http://balajitelefilms. com/related-party-transaction-policy.php. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party Transactions entered during the year were placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on annual basis for transactions which are of repetitive nature and/or entered in the ordinary course of business and are at Armâs Length Price. All Related Party Transactions entered during the year were in ordinary course of the business and on Armâs Length Price. No Material Related Party Transactions
i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company except investment of RS. 150,00,00,000/- (Rupees One Hundred and Fifty Crores Only) in ALT Digital Media Entertainment Limited which is wholly-owned subsidiary of the Company, however as per Section 188 of the Companies Act, 2013, Members approval for such transaction need not be sought if the transactions are between the holding company and its wholly-owned subsidiaries whose accounts are consolidated with the holding company and placed before the Members at the General Meeting for approval.
ix) BUSINESS RISK MANAGEMENT
The Company has in place a risk management Policy, pursuant to the provisions of Section 134 of the Act. The risk management framework enables identification and evaluation of business risks and opportunities, seeks to create transparency, minimize adverse impact on business objectives and enhance the Companyâs competitive advantage. It also describes the risk management approach across the enterprise at various levels. Major risks identified by the business and functions are systematically addressed through mitigation actions on a periodic basis. Existing control measures are evaluated against the relevant Key Performance Indicators.
x) FIXED DEPOSITS
During the year under review, your Company has not accepted any fixed deposit and as such, no amount of principal or interest was outstanding as on the balance sheet date.
xi) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.
xii) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year 201718, no sexual harassment complaint has been registered with the Company.
xiii) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company & its future operations.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
ENERGY CONSERVATION MEASURES TAKEN BY THE COMPANY
The provisions of Section 134(3)(m) of the Companies Act, 2013, relating to Conservation of Energy do not apply to the Company. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy-efficient equipments. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible and regularly upgrade old equipments with more energy-efficient equipments. Currently, we use Compact Fluorescent Lamp (CFL) fixtures to reduce the power consumption in the illumination system.
TECHNOLOGY ABSORPTION
The provisions of Section 134(3)(m) of the Companies Act, 2013, relating to Technology Absorption do not apply to the Company. The Companyâs research and development initiative mainly consists of ideation of new subjects for our content production business, which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifiable.
The Company is an integrated player in the entertainment industry and our business is such that there is limited scope for new technology absorption, adaptation and innovation. However, the Company uses the latest technology, wherever possible to deliver superior production value, as a regular process.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The foreign exchange earnings in terms of actual inflows is RS. 673.50 lacs (Previous Year: RS. 8.05 lacs) and the foreign exchange outgo in terms of actual outflows is RS. 273.22 lacs (Previous Year RS. 504.45 lacs).
CORPORATE GOVERNANCE
Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of the Listing Regulations together with a Certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.
MEETINGS OF THE BOARD
During the year under review, six (6) meetings of the Board of Directors were held the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between two Board Meetings was not more than One Hundred and Twenty Days.
NOMINATION & REMUNERATION POLICY
The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2018, the Board comprised of twelve Directors, of whom two are Executive Directors, two Non-Executive Non-Independent Directors, six Independent Directors and two Non-Executive Additional Directors. The policy of the Company on Directors appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under Section 178(3) of the Companies Act, 2013 is available on our website at http://balajitelefilms.com/pdf/Nomination%20 and%20Remuneration%20Policv.pdf
During the year under review clause 2 of Part C of the policy was modified which reads as under:
âThe remuneration / compensation / commission etc. to the Director (Executive and Non-Executive), KMP and Senior Management. Personnel will be reviewed by the Members of the Committee and Board annually or at the discretion of the Committee.â
MECHANISM FOR EVALUATING BOARD MEMBERS
One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board in consultation with the Nomination and Remuneration Committee lays down the evaluation criteria for the performance evaluation of Executive/Non-Executive/ Independent Directors. The questionnaire of the survey is a key part of the process of reviewing the functioning and effectiveness of the Board and for identifying possible paths for improvement.
The following are the criteria on the basis of which the Directors are evaluated:
1) Knowledge to perform the role;
2) Time and Level of Participation;
3) Performance of Duties and Level of Oversight;
4) Professional Conduct and Independence.
Feedback on each Director is encouraged to be provided as a part of the survey.
BOARD EVALUATION
Schedule IV of Companies Act, 2013 mandates that annual performance evaluation of Directors should be carried out by Independent Directors and annual performance evaluation of Independent Directors should be carried out by other Directors to the exclusion of Director being evaluated.
The evaluation of the Board as a whole, its Committees and Individual Directors was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report which forms part of Annual Report. The Board approved the evaluation process results as collated by the Nomination & Remuneration Committee of the Company.
DIRECTORSâ RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a) In the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to any material departures;
b) The Directors had selected such accounting policies and applied them consistently and made judgements 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 and of the profit and loss of the Company for the year under review;
c) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts for the financial year ended March 31, 2018 had been prepared on a âgoing concernâ basis;
e) The 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;
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
ACKNOWLEDGEMENTS
The Directors of the Company wish to acknowledge with gratitude and place on record their appreciation to all stakeholders - shareholders, investors, customers, suppliers, business associates, banks, regulatory and governmental authorities for their cooperation, assistance and support. Further, they also wish to thank their employees for their dedicated services.
For and on behalf of the Board of Directors
Sd/-
Jeetendra Kapoor
Place: Mumbai Chairman
Date: May 19, 2018 DIN: 00005345
Mar 31, 2017
The Directors take pleasure in presenting the 23rd Annual Report together with the Audited Statement of accounts of the Company for the financial year ended March 31, 2017.
DIRECTORS'' REPORT
COMPANY PERFORMANCE FINANCIAL HIGHLIGHTS
The salient features of the Company''s financial results for the year under review are as follows:
(Rs, in lacs)
Particulars |
2016-20171 |
2015-2016 |
Income from operations |
28,413.40 |
25,684.93 |
Less: Total expenditure |
24,552.88 |
22,261.73 |
Operating profit |
3,860.52 |
3,423.20 |
Less: Interest |
- |
- |
Less: Depreciation |
1,176.50 |
871.58 |
Operating Profit after interest and depreciation |
2,684.02 |
2,551.62 |
Add: Other income |
1,867.83 |
2,409.83 |
Profit before tax |
4,551.85 |
4,961.45 |
Less: Provision for taxation |
1,453.61 |
1,253.20 |
Net profit after tax |
3,098.24 |
3,708.24 |
Other Comprehensive Income |
(8.21) |
(3.90) |
Balance brought forward from previous year |
26,093.75 |
23,956.98 |
Appropriations: |
||
Disposable profits |
29,183.78 |
27,661.32 |
Less: Interim dividend |
- |
911.17 |
Less: Proposed dividend |
- |
470.91 |
Less: Corporate dividend tax |
- |
185.49 |
Less: Transfer to General Reserve |
- |
- |
Balance carried to balance sheet |
29,183.78 |
26,093.75 |
Note: The Financial Statements of the Company is prepared as per Indian Accounting Standards (Ind AS) for the first time for the year ended March 31, 2017. The financial statements for the year ended March 31, 2016 have been restated in accordance with IND AS for comparative information.
RESULTS OF OPERATIONS
During the year under review, the Standalone Revenue from operations of the Company is Rs, 28,413.40 lacs an increase of 11 % over the previous year Rs, 25,684.93 lacs. As per the Consolidated Accounts, the total revenue from operations has increased by 44 % from Rs, 29,275.52 lacs to Rs, 42,117.49 lacs during the year. Your Company had a standalone growth with a Net profit after tax of Rs, 3,090.02 lacs during the year as compared to Net profit of Rs, 3,704.35 lacs of previous year. A detailed discussion on the business performance is presented in the Management Discussion and Analysis Section of the Annual Report.
DIVIDEND
Your Directors are pleased to recommend a Final Dividend of Re. 0.40/- per equity share of the face value of Rs, 2 /- each for the financial year ended March 31, 2017.
The Final Dividend, subject to the approval of Members at the Annual General Meeting on August 31, 2017 will be paid to the Members whose name appear in the Register of Members, as on Thursday, August 24, 2017. The total dividend for the financial year will absorb Rs, 30,372,177.20/- excluding Dividend Distribution Tax of Rs, 6,183,061.00/TRANSFER TO RESERVES
Your Directors does not propose any amount of transfer to the General Reserve and an amount of Rs, 29,183.78/lacs is proposed to be retained in the statement of profit and loss account.
BORROWINGS
The Company does not have any borrowings.
SHARE CAPITAL
During the financial year 2016-2017 the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2017, the paid-up Equity Share Capital of the Company is Rs, 15,18,60,886/-. Of the total paid up share capital of the Company, 42.22% is held by Promoters and Promoter Group, all in dematerialized form and balance of 57.78% is held by persons other than Promoters and Promoter Group out of which majority is in dematerialized form.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.
CHANGE IN NATURE OF BUSINESS
There was no change in nature of the business of the Company, during the year under review.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report.
SUBSIDIARIES
As on March 31, 2017 your Company has the following Subsidiaries:
1. BALAJI MOTION PICTURES LIMITED (BMPL)
Balaji Motion Pictures Limited (BMPL) is the movie production arm of Balaji Telefilms Limited (BTL), one of India''s leading integrated media conglomerate. The wholly-owned subsidiary is engaged in film production and distribution of mostly Hindi movies, leveraging the creative abilities of Ms. Ekta Kapoor and the commercial vision of Mrs. Shobha Kapoor.
2. BOLT MEDIA LIMITED (BOLT)
BOLT Media Limited is a 100% subsidiary of Balaji Telefilms Limited. It has established itself in the market for its quality programming and created a niche in a competitive environment.
3. ALT DIGITAL MEDIA ENTERTAINMENT LIMITED (ALT)
The Company''s digital content business is housed under ALT Digital Media Entertainment Ltd., which was incorporated as a wholly-owned subsidiary in August, 2015. Through the subsidiary, we have made a strategic foray into the B2C digital content business segment to monetise the incredible potential of original, premium, on-demand entertainment.
4. CHHAYABANI BALAJI ENTERTAINMENT PRIVATE LIMITED (CBEPL)
Chhayabani Balaji Entertainment Private Limited (CBEPL) is a subsidiary of Balaji Telefilms Limited (BTL), in partnership with Kolkata-based Chhayabani Private Limited.
5. MARINATING FILMS PRIVATE LIMITED (MFPL)
Marinating Films Private Limited is a subsidiary of BTL. It owns the concept, format and all proprietary rights and intellectual property rights in Box Cricket League (BCL), The Indian Telly Calender (ITC) and Indian Television Style Awards (TSA), organized on a yearly basis.
A detailed review of the operations, performance and future outlook and its businesses during the year under review of the above mentioned subsidiaries form part of the Management Discussion and Analysis which forms part of the Annual Report.
SCHEME OF ARRANGEMENT AND AMALGAMATION
The Board of Directors of the Company in their meeting held on September 27, 2016 after considering the recommendations of the Audit Committee, approved the Composite Scheme of Arrangement and Amalgamation pursuant to the provisions of Sections 391 to 394 read with Section 100 of the Companies Act, 1956 or under Section 230 to 234 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 1956 and/or Companies Act, 2013 ("Scheme of Arrangement and Amalgamation") involving (i) the demerger of the undertaking pertaining to the film production business of Balaji Motion Pictures Limited, a wholly owned subsidiary, and vesting of the same in Company and the consequent reduction in the equity share capital of Balaji Motion Pictures Limited; (ii) the amalgamation of BOLT Media Limited, a wholly owned subsidiary, with the Company in accordance with the terms and conditions as set out in the Scheme of Arrangement and Amalgamation subject to necessary approvals of the Stock Exchanges and sanction of National Company Law Tribunal, Mumbai Bench ("NCLT"). The Company received the observation letters from National Stock Exchange of India Limited and BSE Limited dated January 16, 2017 conveying their "No Objection", in terms of Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for filing the Scheme of Arrangement and Amalgamation with the NCLT. Further, the NCLT vide order dated April 12, 2017 directed that a meeting of the equity shareholders of the Company be held on May 24, 2017 at 1.00 p.m. at "The Club", 197, D N Nagar, Andheri (West), Mumbai - 400 053, for the purpose of considering, and if thought fit, approving with or without modification, the Scheme of Arrangement and Amalgamation. Notice for convening meeting of equity shareholders of the Company had already been circulated to all the equity shareholders of the Company, the unsecured creditors and the relevant Regulatory Authorities as per the provisions of Companies Act, 2013 and the order of the NCLT dated April 12, 2017.
AUDITED FINANCIAL STATEMENTS OF THE SUBSIDIARIES
The Audited Financial Statements, the Auditors Report thereon and the Board''s Report with applicable annexure for the year ended March 31, 2017 for the Subsidiary Companies are annexed along with the Annual Report.
Further a statement containing the salient features of our subsidiaries in the prescribed format AOC-1 is appended as Annexure I to the Board Report.
The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1 )(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''). The Policy, as approved by the Board, is uploaded on the Company''s website.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company is prepared in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.
The Annual financial statements of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the registered offices of the respective subsidiary companies and will be available to investors seeking information at any time.
MATERIAL EVENTS OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material events have occurred between the end of financial Year 2016-2017 and the date of this report, which have effect over the financial position of the Company.
DIRECTORS & KMP
There was no change in Directorship and Key Managerial Personnel (KMP) of the Company during the year under review.
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company Mr. Tusshar Kapoor, Director of the Company, 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 his re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from each independent director under section 149(7) of the Companies Act, 2013, that she/he meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 16 of the Listing Regulations.
AUDITORS STATUTORY AUDIT
Pursuant to section 139 of Companies Act, 2013 and Rule 6 of The Companies (Audit and Auditors) Rules, 2014, it is mandatory to rotate the Statutory Auditors on completion of maximum tenure permitted under the section. The Audit Committee of the Company has proposed, and on May 23, 2017 the Board of Directors of the Company has recommended the appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration Number 012754N/N500016) as Statutory Auditors of the Company to hold office for a period of five consecutive years from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held for the financial year 2021-22, subject to ratification of appointment by the members of the Company at every subsequent Annual General Meeting. The first year of Audit will be of the financial statements for the year ended March 31, 2018.
COST AUDIT
In accordance with Companies (Cost Records and Audit) Rules, 2014 Cost Audit is not applicable to the Company.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Makarand M. Joshi & Co., Practicing Company Secretaries as Secretarial Auditors of the Company for financial year 2017-18.
AUDIT REPORTS
- The Audit Report for the financial year ended March 31, 2017 does not contain any qualifications, reservations and adverse remarks. The Auditors'' Report is enclosed with the financial statements in this Annual Report.
- Secretarial Audit Report issued by M/s. Parikh & Associates, Practicing Company Secretaries in form MR-3 for the financial year 2016-17 is appended as Annexure II to the Boards'' Report. The said Report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
COMMITTEES OF THE BOARD
In compliance with the requirements of Companies Act, 2013 and Listing Regulations your Board had constituted various Board Committees including Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Internal Complaints Committee and Corporate Social Responsibility Committee. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members has been disclosed in the Corporate Governance Report which forms part of the Annual Report.
DETAILS OF POLICY DEVELOPED AND IMPLEMETED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Corporate Social Responsibility Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.
The Composition of Corporate Social Responsibility
Committee is as follows:
Chairman : Mr. Jeetendra Kapoor - Non-Executive Director
Members : Mrs. Shobha Kapoor - Executive Director Mr. D.G. Rajan - Independent Director Mr. Ashutosh Khanna - Independent Director
Secretary : Mrs. Simmi Singh Bisht
The Annual Report on CSR activities is appended as
Annexure III to the Boards'' Report.
OTHER DISCLOSURES
I) EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of Annual Return in Form MGT 9 is appended as Annexure IV to the Boards'' Report.
II) INTERNAL FINANCIAL CONTROL SYSTEM AND ADEQUACY
The Board has adopted the policies and procedures for ensuring the orderly and efficient control of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds, errors, reporting mechanisms, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.
III) VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has a Whistle Blower Policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the Management to the workgroups. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The Whistle Blower Policy of the Company is also posted on the website of the Company www.balajitelefilms.com.
IV) DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The requisite details containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure V(a) to the Boards'' Report.
V) DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The requisite details relating to the remuneration of the specified employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure V(b) to the Boards'' Report.
VI) RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company''s website. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party Transactions entered during the year were placed before the Audit Committee for review and approval and were in Ordinary Course of the Business and at Arm''s Length basis. Particulars of Related Party Transactions referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2, is appended as Annexure VI to the Board''s Report.
VII) BUSINESS RISK MANAGEMENT
The Company has in place a Risk Management Policy, pursuant to the provisions of Section 134 of the Act. The Risk Management framework enables identification and evaluation of business risks and opportunities, seeks to create transparency, minimize adverse impact on business objectives and enhance the Company''s competitive advantage. It also describes the risk management approach across the enterprise at various levels. Major risks identified by the business and functions are systematically addressed through mitigation actions on a periodic basis. Existing control measures are evaluated against the relevant Key Performance Indicators. The Audit Committee of the Company does the risk identification, assessment, analysis and mitigation in consultation with various heads of the departments.
VIII) FIXED DEPOSITS
During the year under review the Company has not accepted any fixed deposit and as such, no amount of principal or interest was outstanding as on the balance sheet date.
IX) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the company does not have any loans, guarantee or investments under the provisions of section 186 of the Companies Act, 2013, hence no disclosure is required to be given in this regards.
X) SEXUAL HARASSMENT
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year 2016-17, no sexual harassment complaints has been registered with the Company.
XI) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators/Courts which would impact the going status of the Company & its future operations.
CONSERVATION OF ENERGY
ENERGY CONSERVATION MEASURES TAKEN BY
THE COMPANY
Our operations are not energy intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy-efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible and regularly upgrade old equipment with more energy-efficient equipment. Currently, we use Compact Fluorescent Lamp (CFL) fixtures to reduce the power consumption in the illumination system.
TECHNOLOGY ABSORPTION
The Company''s research and development initiative mainly consists of ideation of new subjects for our content production business, which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifiable.
The Company is an integrated player in the entertainment industry and our business is such that there is limited scope for new technology absorption, adaptation and innovation. However, the Company uses the latest technology, wherever possible to deliver superior production value, as a regular process.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The foreign exchange earnings is Rs, 8.05 lacs (Previous Year Rs, 8.77 lacs) and the foreign exchange outgo is Rs, 504.45 lacs (Previous Year Rs, Nil).
CORPORATE GOVERNANCE
Your Company has been practising the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of the Listing Regulations together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance which forms part of the Annual Report.
MEETINGS OF THE BOARD
During the year under review, five (5) meetings of the Board of Directors were held the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between two Board Meetings was not more than One Hundred and Twenty Days.
NOMINATION & REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection & appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is attached along with the Corporate Governance Report of the Company that forms part of the Annual Report.
MECHANISM FOR EVALUATING BOARD MEMBERS
One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board in consultation with the Nomination and Remuneration Committee lays down the evaluation criteria for the performance evaluation of Executive/Non-Executive/ Independent Directors. The questionnaire of the survey is a key part of the process of reviewing the functioning and effectiveness of the Board and for identifying possible paths for improvement.
The following are the criteria on the basis of which the Directors are evaluated:
1) Knowledge to perform the role.
2) Time and Level of Participation.
3) Performance of Duties and Level of Oversight.
4) Professional Conduct and Independence.
Feedback on each Director is encouraged to be provided as a part of the survey.
BOARD EVALUATION
Schedule IV of Companies Act, 2013 mandates that annual performance evaluation of Directors should be carried out by Independent Directors and annual performance evaluation of Independent Directors should be carried out by other Directors to the exclusion of Director being evaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report which forms part of the Annual Report. The Board approved the evaluation process results as collated by the Nomination & Remuneration Committee of the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a) I n the preparation of the annual accounts for the financial year ended March 31, 2017, the applicable accounting standards had been followed along with proper explanation relating to any material departures;
b) The Directors had 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 and of the profit of the Company for the year under review;
c) Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts for the financial year ended March 31, 2017 had been prepared on a ''going concern'' basis;
e) The 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;
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
ACKNOWLEDGEMENTS
Your Directors wish to acknowledge with gratitude and place on record their appreciation to all stakeholders -shareholders, investors, customers, suppliers, business associates, banks, regulatory and governmental authorities for their cooperation, assistance and support. Your Directors also wish to thank their employees for their dedicated services.
For and on behalf of the Board of Directors
Sd/-
Jeetendra Kapoor
Place: Mumbai Chairman
Date: May 23, 2017 (DIN: 00005345)
Mar 31, 2015
Dear Members,
The Directors take pleasure in presenting the 21st Annual Report
together with the audited statement of accounts of the Company for the
year ended March 31,2015.
COMPANY PERFORMANCE:
A) FINANCIAL HIGHLIGHTS
The salient features of the Company's financial results for the year
under review are as follows:
Rs. in Lacs
Particulars 2014-15 2013-14
Income from operations 20,969.22 13,153.69
Less: Total expenditure 19,694.89 12,676.98
Operating profit 1,274.33 476.71
Less: Interest 27.93 118.86
Less: Depreciation 761.46 545.38
Operating Profit/(loss) after
interest and depreciation 484.94 (187.53)
Add:- Other income 1,020.91 1,789.09
Profit before tax 1,505.85 1,601.56
Less: Provision for taxation 278.60 599.47
Net profit after tax 1,227.25 1,002.09
Balance brought forward from
previous year 21,319.61 20,722.90
Adjustment of Depreciation on
account of transitional provision
of Schedule II of 177.33 -
Companies Act 2013
Appropriations:
Disposable profits 22,369.53 21,724.99
Less: Proposed dividend 391.26 260.84
Less:- Corporate dividend tax 79.65 44.33
Less: Transfer to general reserve 122.72 100.21
Balance carried to balance sheet 21,775.90 21,319.61
B) results of operations
For the year ended March 31,2015, the Company earned total revenue of
Rs. 20,969.22 Lacs an increase of 60% over the previous year's Rs.
13,153.69 Lacs. As per the consolidated accounts, the total revenues
have decreased by 15% from Rs. 40,746.01 Lacs to Rs.34,648.77 Lacs
during the year under review. The Company earned net profit of Rs.
1,227.25 Lacs during the year under review as compared to net profit of
Rs. 1,002.09 Lacs. A detailed discussion on the business performance is
presented in the Management Discussion and Analysis Section of the
Annual Report.
APPROPRIATIONS:
Dividend
The Directors are pleased to recommend a final dividend of Re. 0.60 per
share (30% on a par value of Rs. 2 per share) for the approval of the
Members. The final dividend, if declared as above, would involve an
outflow of Rs. 391.26 Lacs towards the dividend (previous year Rs.
260.84 Lac) and Rs. 79.65 Lacs towards dividend tax (previous year Rs.
44.33 Lacs), resulting in a total outflow of Rs. 470.91 Lacs.
TRANSFER TO RESERvES
We propose to transfer Rs. 122.72 Lacs to the General Reserve out of
the amount available for appropriations. An amount of Rs. 21,775.90
Lacs is proposed to be retained in the profit and loss account.
public DEPOSITS:
During the year under review, your Company has not accepted any
Deposits from the public falling within the ambit of Section 76 of the
Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules,
2014.
MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of the operations, performance and future outlook of
the Company and its businesses is given in the Management Discussion
and Analysis, which forms part of the Annual Report.
SUBSIDIARY:
Your Company has the following Subsidiaries:
1. BALAJI MOTION PiCTURES LIMITED (BMPL):
Balaji Motion Pictures Limited (BMPL), a wholly owned subsidiary of BTL
handling its movies business, produced and released 3 movies during
FY2015. These were: Kuku Mathur Ki Jhand Ho Gai, Main Tera Hero and Ek
Villain. Our best revenue-generating asset has been Ek Villain which
registered a box office collection of over Rs. 100 Crores. During the
year, we remained in a good space with right marketing, branding and
distribution power. While BMPL showcased our strengths in unparalleled
cinema and our strong story-telling, the ALT segment displayed our
capabilities in edgy and irreverently young movies.
Moving forward, we are working on becoming a trend-setting studio and
getting our slate right to release at least one movie each quarter.
What other studio houses achieve with big stars, we plan to achieve
with big ideas. We are de-risking our business by getting into a profit
sharing model with directors and actors and also distributing our own
movies. The Company aims to double its number of releases to at least
6-8 movies a year and build on its string of successes. Further, we are
focusing on franchisee building for movies such as Kya Kool Hain Hum
and Ragini MMS. It aims to gain immense credibility as an established
production house and aspire to win audiences across age groups.
Our future movie slate is strong with an exciting pipeline. We aim to
have a total of 8-10 movie releases over FY2016 and FY2017. These are
movies with concepts as diverse as a cricket biopic, a youth erotic
franchise, a movie on one of the novels of Chetan Bhagat, and one being
with Mohit Suri as a first time producer. In the immediate future, we
are co-producing Udta Punjab with Phantom Films, starring Shahid Kapoor
and Kareena Kapoor. With Emraan Hashmi, we are creating a biopic on
cricketer Azharuddin. We are also looking to leverage our franchise
value by exploring sequels of our earlier movies - Kya Kool Hain Hum.
We are also producing a sequel of an earlier comedy blockbuster Grand
Masti. We have joined hands with Imtiaz Ali for an iconic love story
with two newcomers. In addition to this, we are also producing a
superhero franchise.
2. Bolt MEDIA Limited (Bolt):
Having completed two full years of operation, Bolt Media, a wholly
owned subsidiary of BTL, is well entrenched in the entertainment
fraternity. It has established itself credibly, created a niche space
in a competitive environment and is getting acknowledged in the
marketplace for its quality programming. Brands and Corporate Houses
are gradually recognising Bolt Media as a strong content provider to
reckon with. During the year, Bolt Media aired Ye Jawaani Tara Riri on
Channel V, Dharmakshetra and Rakht on EPIC channel. With the first
season of Love by Chance getting well appreciated and gaining a 10-week
extension, we are looking at its Season 2. We are poised to move ahead
with financial stability and are looking to enhance our top line in
FY2017.
Two TV shows created in FY2014 were aired by broadcasters during the
year under review. One of these was a 10-series epic documentary Rakht,
while Dharmakshetra was a 26-series neo-mythological courtroom drama.
Both the series were broadcast on EPIC. Besides short-format shows, we
also created TV series aimed at youth-based entertainment. Our existing
TV shows - Ye Jawaani Tara Riri, a 78-part series for a bi-weekly show
on Channel V, and Love by Chance, an episodic romcom on Bindaas TV,
have been well received by our audiences.
Among its other key achievements during the year, we created a special
100-part web series "Kelloggs Wale Guptaji ki Family" Aired in March
2015, the show garnered rave reviews hitting 5 million views in a
month. With reputed chef Ajay Chopra, the show displays recipes where
Kelloggs is being used as a key ingredient using hypothetical
situations.
In addition to this, a two-part documentary series was created for the
National Geographic channel based on the 1990s. Besides archival
footage on the 1990s, eminent personalities such as P. Chidambaram, Ram
Gopal Verma, Rajdeep Sardesai, Diya Mirza, Pankaj Kapoor, Shekhar
Suman, Uday Shankar, among others, provided a retrospective landmark,
social and political view on the said decade. We are also in the
process of producing TV commercials and web-based advertisements for
Corporates. Our digital and print campaign on Sonata Watches included
creating pictures for PoP, working on the catalogue/brochure for their
festive line of merchandise with Karan Kundra and Kritika Kamra.
3. MARINATING films private limited (MFPL):
During the year, BTL bought a controlling in stake of 51% in
Mumbai-based Marinating Films Private Limited. Marinating Films owns
the concept, format and all proprietary rights and intellectual
property rights in Box Cricket League (BCL), The Indian Telly Calender
(ITC) and Television Style Awards (TSA) and organizes these on a yearly
basis. The Box Cricket League is an interesting IP with 8 teams owned
by different celebrities, which includes an interesting mix of people
including RJs, sports commentators, and some ex-players. The format
has both male and female stars playing on-field together, catapulting
the drama and entertainment to new heights.
4. CHHAYABANI BALAJI ENTERTAINMENT PRiVATE LIMITED (CBEPL):
We set up a new subsidiary during the year - Chhayabani Balaji
Entertainment Private Limited (CBEPL), in partnership with Kolkata-
based Chhayabani Private Limited. The collaboration with the local
operator aims to promote the best creative talent by exploring new
formats of television content, presentation and also creating new
creative opportunities from both the industries. Chhayabani has a
glorious past of producing extremely notable films from equally notable
directors in the past who were award winners and also held rights to at
least 250 Bengali films.
EVENT MEDiA LLP:
Incorporated on October 1,2014, Events Media LLP 5. is a Limited
Liability Partnership (LLP) registered under the Limited Liability
Partnership Act, 2008. Balaji Telefilms Limited (BTL) and Select Media
Holdings Private Limited are the dual partners in the event management
firm. During the year, BTL and Events Media LLP joined hands to produce
the Star Box Office India Awards 2014. Event Media will be engaged in
organising and/or managing all kinds of events, including events
relating to film and TV industry, including creation of new
intellectual property or value addition. This may include events
related to Films & TV Awards, Promotional Events and other events
related to the Film & TV industry. Events Media LLP is a sunrise
venture which enables BTL to make a foray into an allied segment of
Event Management. It also facilitates BTL in creating a new IP in the
promising sector and monetising a growing market with low-risk
culpability.
Audited financial statements of the subsidiaries
The Audited Financial Statements, the Auditors Report thereon and the
Board Report for the year ended March 31,2015 for the Subsidiary
Companies are annexed.
Further a statement containing the salient features of our subsidiaries
in the prescribed format AOC-1 is appended as Annexure I to the Board
Report.
MATERIAL EVENTs AFTER THE BALANCE SHEET DATE:
The Company is in the process of incorporation a wholly-owned
Subsidiary with the proposed name Alt Digital Media Entertainment
Limited.
DIRECTORs:
The term of appointment of Mrs. Shobha Kapoor as Managing Director of
the Company, will expire on November 9, 2015. The Directors recommend
her re-appointment as Managing Director of the Company for a further
period of three years pursuant to the provisions of Section 196 and 197
of Companies Act, 2013 read with Schedule V of Companies Act, 2013
w.e.f. November 10, 2015.
The term of appointment of Ms. Ekta Kapoor as Joint Managing Director
of the Company, will expire on November 9, 2015. The Directors
recommend her re-appointment as Joint Managing Director of the Company
for a further period of three years pursuant to the provisions of
Section 196 and 197 of Companies Act, 2013 read with Schedule V of
Companies Act, 2013 w.e.f. November 10, 2015.
Mr. V.B. Dalal was appointed on the Board as Additional (Independent)
Director of the Company w.e.f. August 12, 2014. As per the provisions
of Section 161 of the Companies Act, 2013 he will hold office upto the
date of the ensuing Annual General Meeting of the Company. Directors
recommend his appointment as Independent Director for a term of five
years at the ensuing Annual General Meeting pursuant to Section 149
(10) of the Companies Act, 2013 w.e.f. August 31,2015.The Company has
received notice under Section 160 of the Companies Act, 2013, together
with requisite deposit proposing appointment of Mr. V.B. Dalal as
Independent Director of the Company.
Mr. Arun Kumar Purwar was appointed on the Board as Additional
(Independent) Director of the Company w.e.f. May 20, 2015. As per the
provisions of Section 161 of the Companies Act, 2013 he will hold
office upto the date of the ensuing Annual General Meeting of the
Company. Directors recommend his appointment as Independent Director
for a term of five years at the ensuing Annual General Meeting pursuant
to Section 149 (10) of the Companies Act, 2013 w.e.f. August
31,2015.The Company has received notice under Section 160 of the
Companies Act, 2013, together with requisite deposit proposing
appointment of Mr. Arun Kumar Purwar as Independent Director of the
Company.
In accordance with the Articles of Association of the Company, Mr.
Tusshar Kapoor, Director retire by rotation at the forthcoming Annual
General Meeting of the Company and being eligible, offers himself for
reappointment.
A brief profile of these Directors containing the details of their age,
qualifications, expertise, other Directorships, Committee Memberships
etc. has been given in the Statement attached to the Notice for the
ensuing Annual General Meeting.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under Section 149(6) of the Companies
Act, 2013 and Clause 49 of the Listing Agreement with the Stock
Exchanges.
MANAGEMENT:
During the year under review, following appointment and resignations of
Directors & Key Managerial Personnel have taken place: Appointment:
Name Designation Effective Date
Mr. D.K. Vasal Director May 15, 2014.
Mr. V.B. Dalal Director August 12, 2014.
Mr. Sameer Nair Group Chief Executive Officer July 15, 2014
Resignation: NIL
AUDITORS:
STATUTORY AUDIT:
M/s Deloitte Haskins & Sells LLP, Chartered Accountants and M/s Snehal
& Associates, Chartered Accountants, Joint Statutory Auditors of the
Company, hold office till the conclusion of the ensuing Annual General
Meeting and are eligible for reappointment.
M/s Snehal & Associates, Chartered Accountants, do not wish to continue
as Statutory Auditors and have furnished their No Objection Letter in
this regard. Further, M/s Deloitte Haskins & Sells LLP, Chartered
Accountants have furnished a certificate to the effect that their
reappointment, if made, would be within the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and that they are not
disqualified for reappointment.
As required under Clause 41 of the Listing Agreement, M/s Deloitte
Haskins & Sells LLP, Chartered Accountants have also confirmed that
they hold a valid certificate issued by the Peer Review Board of the
Institute of Chartered Accountants of India.
The Notes on Financial Statements referred to in the Auditors' Report
are self-explanatory and do not call for any further comments.
COST AUDIT:
In accordance with Companies (Cost Records and Audit) Rules, 2014 and
Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not
applicable to Balaji Telefilms Limited.
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Company appointed M/s K.C. Nevatia & Associates as
Secretarial Auditors of the Company.
The Secretarial Audit Report is appended as Annexure II to this report.
DIRECTOR'S EXPLANATION TO QUALIFICATION IN SECRETARIAL AUDIT REPORT:
QUALIFICATION:
The provisions of Section 135 of the Companies Act, 2013 are applicable
to the Company and accordingly a sum of Rs. 29.94 Lacs being 2% of the
average net profits of the Company made during the three immediately
preceding financial years were required to be spent by the Company
during the financial year 2014-15 as per its Corporate Social
Responsibility Policy. However, the Company has spent an aggregate
amount of Rs. 21.33 Lacs on its Corporate Social Responsibility
activities during the said financial year.
BOARD EXPLANATION:
The shortfall in the expenditure during the year 2014-15, was due to
lack of suitable projects within the Company's Corporate Social
Responsibility Policy.
The Company will spend the requisite amount under Section 135 of the
Companies Act 2013, in the financial year 2015-16.
COMMITTEES OF THE BOARD:
Currently, the Board has the following Committees:
a) Audit Committee.
b) Nomination and Remuneration Committee.
c) Stakeholder Relationship Committee.
d) Risk Management Committee.
e) Internal Complaints Committee.
f) Corporate Social Responsibility Committee.
A detailed note on the Board and its Committees is provided under the
Corporate Governance Section in this Annual Report.
AUDIT COMMITTEE:
The current composition of Audit Committee is as follows:
Chairman : Mr. D. G. Rajan - Independent Director
Members : Mr. Jeetendra Kapoor - Non-Executive Director
Mr. Pradeep Sarda - Independent Director
Mr. D.K. Vasal - Independent Director
Mr. V.B. Dalal - Independent Director
Secretary : Mrs. Simmi Singh Bisht
All the recommendations made by the Audit Committee during the year
were accepted by the Board.
NOMINATION AND REMUNERATION COMMITTEE:
The current composition of Nomination and Remuneration Committee is as
follows:
Chairman : Mr. Ashutosh Khanna- Independent Director
Members : Mr. Jeetendra Kapoor - Non -Executive Director
Mr. Pradeep Sarda - Independent Director
Mr. D.K. Vasal - Independent Director
STAKEHOLDER RELATIONSHIP COMMITTEE:
The current composition of Stakeholder Relationship Committee is as
follows:
Chairman : Mr. Jeetendra Kapoor - Non- Executive Director
Members : Mrs. Shobha Kapoor - Executive Director
Ms. Ekta Kapoor - Executive Director
Mr. D.K. Vasal - Independent Director
RISK MANAGEMENT COMMITTEE:
Chairperson : Mrs. Shobha Kapoor- Executive Director
Members : Mr. Jeetendra Kapoor- Non Executive Director
Mr. D.G. Rajan- Independent Director
Mr. Ashutosh Khanna - Independent Director
Mr. V.B. Dalal - Independent Director
INTERNAL COMPLAINTS COMMITTEE:
The current composition of Internal Complaints is as follows:
Chairperson : Mrs. Shobha Kapoor- Executive Director
Members : Mr. Sameer Nair- Group CEO
Mrs. Coralie Ansari- Group Head - HR
Mrs. Simmi Singh Bisht- Company Secretary
Mr. Ayan Roy Chowdhury- General Counsel - Legal
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The composition of the Corporate Social Responsibility Committee is as
follows:
Chairman : Mr. Jeetendra Kapoor- Non Executive Director.
Members Mrs. Shobha Kapoor- Executive Director.
Mr. D.G. Rajan- Independent Director.
Mr. Ashutosh Khanna - Independent Director.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of Annual Return in Form MGT-9
is appended as Annexure III to this report.
INTERNAL FINANCIAL CONTROL:
The Board has adopted the policies and procedures for ensuring the
orderly and efficient control of its business, including adherence to
the Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting records and timely preparation of reliable financial
disclosures.
CONSOLIDATED FINANCIAL STATEMENTS:
In compliance with the Accounting Standard 21 on Consolidated Financial
Statements, this Annual Report also includes Consolidated Financial
Statements for the financial year 2014-15.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Corporate Social Responsibility Committee has been entrusted with
the responsibility of formulating and recommending to the Board, a
Corporate Social Responsibility Policy (CSR Policy) indicating the
activities to be undertaken by the Company, monitoring the
implementation of the framework of the CSR Policy and recommending the
amount to be spent on CSR activities.
The Composition of Corporate Social Responsibility Committee is as
follows:
Chairman : Mr. Jeetendra Kapoor- Non-Executive Director.
Members : Mrs. Shobha Kapoor- Executive Director.
Mr. D.G. Rajan- Independent Director.
Mr. Ashutosh Khanna- Independent Director.
The Annual Report on CSR activities is annexed herewith as Annexure IV.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company promotes ethical behaviour in all its business activities
and has put in place a mechanism of reporting illegal or unethical
behaviour. The Company has a whistle blower policy wherein the
employees are free to report violations of laws, rules, regulations or
unethical conduct to their immediate supervisor or such other person as
may be notified by the management to the workgroups. The
confidentiality of those reporting violations is maintained and they
are not subjected to any discriminatory practice. The Whistle Blower
Policy of the Company is also posted on the website of the Company
www.balajitelefilms.com and is appended as Annexure V to this Report.
CONSERVATION OF ENERGY:
ENERGY CONSERVATION MEASURES TAKEN BY THE COMPANY
Our operations are not energy intensive. However, significant measures
are taken to reduce energy consumption by using energy- efficient
computers and by purchasing energy-efficient equipment. We purchase
computers, laptops, air conditioners etc. that meet environmental
standards, wherever possible, and regularly upgrade old equipment with
more energy-efficient equipment. Currently, we use Compact Fluorescent
Lamp (CFL) fixtures to reduce the power consumption in the illumination
system.
TECHNOLOGY ABSORPTION:
The Company's research and development initiative mainly consists of
ideation of new subjects for our content production business, which are
used in the creation of new storyline and tracks. The expenses incurred
on such initiatives are not practically quantifiable.
The Company is an integrated player in the entertainment industry and
our business is such that there is limited scope for new technology
absorption, adaptation and innovation. However, the Company uses the
latest technology, wherever possible to deliver superior production
value, as a regular process.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The foreign exchange earnings is Rs. 35.61 Lacs (Previous Year: Rs.7.33
Lacs) and the foreign exchange outgo is Rs. 6.45 Lacs (Previous Year
Rs. Nil) as given in Point 23.9 & 23.10 in notes forming part of the
financial statements.
FIXED DEPOSITS:
During the year under review the Company has not accepted any fixed
deposit and as such, no amount of principal or interest was outstanding
as on the balance sheet date.
DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMuNERATION OF Managerial PERSONNED RuLES, 2014
The requisite details containing the names and other particulars of
employees in accordance with the provisions of Section 197 (12) of the
Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is appended as
Annexure VI (a) to this Report.
Disclosure under rule 5(2) AND RuLE 5(3) OF THE COMPANIES (APPOINTMENT
AND REMuNERATION OF MANAGERIAL PERSONNEL) RuLES, 2014
The requisite details relating to the remuneration of the specified
employees covered under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is appended as
Annexure VI (b) to this Report.
CORPORATE GOVERNANCE:
Your Company has been practicing the principles of good corporate
governance over the years and it is a continuous and ongoing process. A
detailed Report on Corporate Governance practices followed by your
Company, in terms of Clause 49(X) of the Listing Agreement together
with a Certificate from the Auditors confirming compliance with the
conditions of Corporate Governance are provided separately in this
Annual Report.
Certificate of CEO / CFO, inter alia, confirming the correctness of the
financial statements, adequacy of the internal measures and reporting
of matters to the audit committee in terms of the clause 49 of the
listing agreements with stock exchanges, is also attached as a part of
this Annual Report.
MEETINGS OF THE BOARD:
During the year under review, Five (5) meetings of the Board of
Directors were held the details of which are given in the Corporate
Governance Report that forms part of this Annual Report. The
intervening gap between two Board Meetings was not more than One
Hundred and Twenty Days.
NOMINATION & REMuNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection & appointment of Directors,
Senior Management and their remuneration. The Nomination & Remuneration
Policy is attached along with the Corporate Governance Report of the
Company that forms part of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013,
a) In the preparation of the annual accounts for the financial year
ended March 31,2015, the applicable accounting standards had been
followed along with proper explanation relating to any material
departures.
b) The Directors had 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 and of the profit of the
Company for the year under review
c) Proper and sufficient care had been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d) The annual accounts for the financial year ended March 31,2015 had
been prepared on a 'going concern' basis.
e) The 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.
f) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
RELATED PARTY TRANSACTIONS:
All related party transactions of the Company are placed before the
Audit Committee as also the Board for approval. Transactions with the
related parties are disclosed in Note No. 23.8 in 'Notes forming part
of the financial statements' annexed to the Financial Statements of the
year.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Particulars of Contracts or Arrangements made with related parties
referred to in Section 188 (1) of the Companies Act, 2013, in the
prescribed Form AOC-2, is appended as Annexure VII to the Board's
Report.
BOARD EVALUATION:
Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board evaluation framework. Schedule IV of
Companies Act, 2013 mandates that annual performance evaluation of
Directors should be carried out by Independent Directors and annual
performance evaluation of Independent Directors should be carried out
by other Directors to the exclusion of Director being evaluated.
The evaluation of all the Directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
evaluation process has been explained in the Corporate Governance
Report section in this Annual Report. The Board approved the evaluation
process results as collated by the Nomination & Remuneration Committee
of the Company.
RISK Management:
Pursuant to the requirement of Clause 49 of the Listing Agreement, the
Company has constituted a Risk Management Committee of the Company. The
details of Committee and its terms of reference are set out in the
Corporate Governance Report forming part of the Board's Report.
Sexual HARASSMENT:
The Company has in place an Anti Sexual Harassment policy in line with
the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee has been set up to redress complaints received regarding
sexual harassment. All employees are covered under this policy.
During the year 2014-15, no sexual harassment complaint has been
registered with the Company.
Particulars OF LOANS, GuARANTEES OR INvESTMENTS:
Details of loans, guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGuLATORS OR COuRTS:
There are no significant material orders passed by the
Regulators/Courts which would impact the going status of the Company &
its future operations.
ACKNOWLEDGEMENTS
Your Directors wish to acknowledge with gratitude and place on record
their appreciation to all stakeholders - investors, customers,
suppliers, business associates, banks, regulatory and governmental
authorities for their cooperation, assistance and support. Your
Directors also wish to thank their employees for their dedicated
services.
For & on behalf of the Board of Directors,
Sd/-
Jeetendra Kapoor
Mumbai, May 20, 2015 Chairman
Mar 31, 2014
The Directors take pleasure in presenting the 20th Annual Report
together with the audited statement of accounts of the Company for the
year ended March 31, 2014.
COMPANY PERFORMANCE:
A) FINANCIAL HIGHLIGHTS
The salient features of the Company''s financial results for the year
under review are as follows:
in Lakhs
Particulars 2013-14 2012-13
Income from operations 131,53.69 140,85.25
Total expenditure 126,76.98 134,45.76
Operating profit 4,76.71 6,39.49
Interest 1,18.86 8.52
Depreciation 5,45.38 7,86.37
Operating (loss) after
interest and depreciation (1,87.53) (1,55.40)
Other income 17,89.09 18,16.81
Profit before tax 16,01.56 16,61.41
Provision for taxation 5,99.47 3,28.45
Net profit after tax 10,02.09 13,32.96
Balance brought forward from
previous year 207,22.90 198,28.40
Appropriations:
Disposable profits 217,24.99 211,61.36
Proposed dividend 2,60.84 2,60.84
Corporate dividend tax 44.33 44.33
Transfer to general reserve 1,00.21 1,33.30
Balance carried to balance
sheet 213,19.61 207,22.90
B) RESULTS OF OPERATIONS
For the year ended March 31, 2014, the Company earned total revenue of
Rs. 131,53.69 Lacs, a decrease of 7 % over the previous year''s Rs.
140,85.25 Lacs. As per the consolidated accounts, the total revenues
have increased by 119% from Rs. 185,97.48 Lacs to Rs. 407,46.01 Lacs
during the year under review. The Company earned net profit of Rs.
10,02.09 Lacs during the year under review as compared to net profit of
Rs. 13,32.96 Lacs in the previous year.
A detailed discussion on the business performance is presented in the
Management Discussion and Analysis Section of the Annual Report.
APPROPRIATIONS:
DIVIDEND
The Directors are pleased to recommend a final dividend of Rs. 0.40 per
share (20% on a par value of Rs. 2 per share) for the approval of the
members. The final dividend, if declared as above, would involve an
outflow of Rs. 2,60.84 Lacs towards the dividend (previous year Rs. 2,60.84
Lacs) and Rs. 44,33 Lacs towards dividend tax (previous year Rs. 44.33
Lacs), resulting in a total outflow of Rs. 3,05.17 Lacs.
TRANSFER TO RESERVES
We propose to transfer Rs. 1,00.21 Lacs to the general reserve out of the
amount available for appropriations. An amount of Rs. 213,19.61 Lacs is
proposed to be retained in the profit and loss account.
MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of the operations, performance and future outlook of
the Company and its businesses is given in the Management Discussion
and Analysis, which forms part of the Annual Report.
PUBLIC DEPOSITS:
During the year, your Company has not accepted and/or renewed any
public deposits in terms of the provisions of Section 58A the Companies
Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.
SUBSIDIARY:
The Company has two (2) wholly owned subsidiaries namely Balaji Motion
Pictures Limited (BMPL), incorporated in March 2007 and Bolt Media
Limited (BOLT), incorporated in November 2012.
BALAJI MOTION PICTURES LIMITED (BMPL):
Balaji Motion Pictures Limited (BMPL), a wholly owned subsidiary of
Balaji Telefilms Limited which is into movie production, has produced
and released 6 movies during FY 2014. These were Ek Thi Daayan,
Shootout at Wadala, Lootera, Once Upon a Time in Mumbai Dobaara, Shaadi
Ke Side Effects and Ragini MMS-2.
In FY 2014, we scaled output substantially with diverse subjects and
genres, cementing our position as a film company to reckon with. During
the year under review we pride ourselves in being the only studio with
the highest industry turnover despite being the youngest in the
business. We successfully undertook distribution of some of our movies
in limited territories, giving us the confidence to be across the value
chain, from production to distribution. Going forward, BMPL aims to
further scale up its healthy and steady pipeline of movies.
During FY 2015, BMPL released Main Tera Hero and Kuku Mathur Ki Jhand
Ho Gayi so far. Ek Villan is next in line. A host of other projects are
at various stages in their life cycle and are under planning for FY
2015 and FY 2016.
BMPL aims to build on its credibility as a leading motion picture
studio and maintain focus on scripts, budgets, economies of scale and
innovative marketing. The emphasis will continue on optimising
risk-return trade-off by pre-sale of rights.
BOLT MEDIA LIMITED (BOLT):
Bolt Media Limited (BOLT), a wholly owned subsidiary of Balaji
Telefilms Limited, has completed one full year of operations during
FY2014 and has established itself well in the entertainment fraternity.
During the year under review, it created two new TV shows  Ye Jawaani
Tara Riri, a 78-part series for a bi-weekly show on Channel V, and Love
by Chance, an episodic romcom on Bindaas TV, these shows would be
broadcasted in the fiscal year 2014-15. In addition, two more TV shows
created in FY2014 are in the process of getting aired by broadcasters.
One of these is a 10-series epic documentary, while Dharma Kshetra, the
second one, is a 26-series neo- mythological courtroom drama.
During the year, BOLT signed an AFP with the consumer products major
Johnson & Johnson India to create a TV show for Life OK. The
specialised show focused on how some successful women, Ekta Kapoor,
Kiran Bedi, Anjali Bhagwat, Deepika Kumari, Chhavi Rajavat, among
others, achieved their true calling in the light of change. The
subsidiary is currently in the process of producing TV commercials and
web-based advertisements for Johnson & Johnson India. BOLT aims to
double its top line by the end of FY2015.
DIRECTORS:
Mr. D. K. Vasal was appointed as Additional (Non-Executive) Director of
the Company w.e.f. May 15, 2014. As per the provisions of Section 161
of the Companies Act, 2013 he will hold office upto the date of the
ensuing Annual General Meeting of the Company. Directors recommend his
appointment as Independent Director for a term of five years at the
ensuing Annual General Meeting pursuant to Section 149 (10) of the
Companies Act, 2013 w.e.f. May 15, 2014. The Company has received
notice under Section 160 of the Companies Act, 2013, together with
requisite deposit proposing appointment of Mr. D. K. Vasal as Director
of the Company.
In accordance with the Articles of Association of the Company, Mr.
Jeetendra Kapoor Director retire by rotation at the forthcoming Annual
General Meeting of the Company and being eligible, offer himself for
re-appointment.
Mr. P. K. Sarda, Independent Director of the Company be re-appointment
as Independent Director for a term of five years at the ensuing Annual
General Meeting pursuant to Section 149 (10) of the Companies Act, 2013
w.e.f. April 1, 2014. The Company has received notice under Section 160
of the Companies Act, 2013 together with requisite deposit proposing
appointment of Mr. P. K.Sarda as Director of the Company.
Mr. D.G.Rajan, Independent Director of the Company be re-appointment as
Independent Director for a term of five years at the ensuing Annual
General Meeting pursuant to Section 149 (10) of the Companies Act, 2013
w.e.f. April 1, 2014. The Company has received notice under Section 160
of the Companies Act, 2013 together with requisite deposit proposing
appointment of Mr. D.G.Rajan as Director of the Company.
Mr. Ashutosh Khanna, Independent Director of the Company be
re-appointment as Independent Director for a term of five years at the
ensuing Annual General Meeting pursuant to Section 149 (10) of the
Companies Act, 2013 w.e.f. April 1, 2014. The Company has received
notice under Section 160 of the Companies Act, 2013 together with
requisite deposit proposing appointment of Mr. Ashutosh Khanna as
Director of the Company.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under SubÂSection (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
A brief profile of these Directors containing the details of their age,
qualifications, expertise, other directorships, committee memberships,
etc. has been given in the Statement attached to the Notice for the
ensuing Annual General Meeting.
Mr. Akshay Chudasama who was an Independent Director ceased to be
director of the company w.e.f. July 31, 2013 due to his resignation.
None of the Directors of the Company are disqualified under Section
274(1)g of the Companies Act, 1956.
MANAGEMENT:
During the year under review, following appointment and resignations of
Key Managerial Personnel have taken place:
Appointment:
Name Designation Effective Date
Mrs. Simmi
Singh Bisht Company Secretary May 27, 2013
Resignation:
Name Designation Effective Date
Ms. Alpa Shah Company Secretary May 27, 2013
AUDITORS'' AND AUDITORS'' REPORT:
M/s Deloitte Haskins & Sells LLP, Chartered Accountants and M/s Snehal
& Associates, Chartered Accountants, Joint Statutory Auditors of the
Company, hold office till the conclusion of the ensuing Annual General
Meeting and are eligible for reÂappointment.
The Company has received letters from all of them to the efect that
their reÂappointment, if made, would be within the prescribed limits
under Section 141(3)(g) of the Companies Act, 2013 and that they are
not disqualiied for reÂappointment.
The Notes on Financial Statements referred to in the Auditors'' Report
are selfÂexplanatory and do not call for any further comments.
AUDIT CHARTER:
The Audit Committee constituted by the Company consists of following
directors:
1. Mr. D.G Rajan- Chairman
2. Mr. Jeetendra Kapoor- Member
3. Mr. Pradeep Sarda- Member
4. Mr. D.K. Vasal- Member
The Audit Committee acts in accordance with the terms of reference as
specified under Section 177(4) of the Companies Act, 2013 and Clause 49
of the Listing Agreement with Stock Exchanges and the Scope of Audit
Committee as envisaged in Audit Charter.
CONSOLIDATED FINANCIAL STATEMENTS:
In compliance with the Accounting Standard 21 on Consolidated Financial
Statements, this Annual Report also includes Consolidated Financial
Statements for the financial year 2013-14.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Your Directors have constituted the Corporate Social Responsibility
Committee. The said Committee has been entrusted with the
responsibility of formulating and recommending to the Board, a
Corporate Social Responsibility Policy indicating the activities to be
undertaken by the Company, monitoring the implementation of the
framework of the said Policy and recommending the amount to be spent on
CSR activities.
WHISTLE BLOWER POLICY:
The Company promotes ethical behaviour in all its business activities
and has put in place a mechanism of reporting illegal or unethical
behaviour. The Company has a whistle blower policy wherein the
employees are free to report violations of laws, rules, regulations or
unethical conduct to their immediate supervisor or such other person as
may be notified by the management to the workgroups. The
confidentiality of those reporting violations is maintained and they
are not subjected to any discriminatory practice.
PARTICULARS OF EMPLOYEES:
Particulars of employees, as required under the provisions of Section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, are set out as under:
Sr.
No. Full Name Current Gross Qualification
Designation
& Remune
Nature of
Duties ration
(in Lakhs)
1. Mrs. Shobha
Kapoor Managing 1,10,12,400 -
Director
2. Ms. Ekta
Kapoor Joint
Managing 51,25,250 -
Director
3. Mr. Ketan
Gupta Chief
Operating 60,00,000 B.Com
Officer -
Special
Projects
4. *Mr. Jay
Sampat Group
Strategy 44,01,144 Engineering,
Head M.M.S & CFA
(ICFAI)
Sr.Full Name Date Experience Age Previous
No. of (Years) (Years) Employment
Joining
1.Mrs.Shobha
Kapoor November 19 65 N/A
10, 1994
2.Ms.Ekta
Kapoor November 19 39 N/A
10,1994
3.Mr.Ketan
Gupta February 17 36 Head
Production
1, 2012 & Operations,
Fox
- Television
Studio
India Pvt Ltd
4.*Mr.Jay
Sampat August 10 39 Accenture
1, 2013
Note:
1. The gross remuneration shown above comprises of salary, commission,
allowances, Company''s contribution to provident fund, gratuity fund,
medical insurance and monetary value of the perquisites as per income
tax rules.
2. Services of Mrs. Shobha Kapoor and Ms. Ekta Kapoor are terminable
by twelve months'' notice respectively. Services of all other employees
mentioned above are terminable by either party in accordance with the
terms and conditions specified in their appointment letter.
3. None of the employees mentioned above are related to any Directors
of the Company, except for Mrs. Shobha Kapoor and Ms. Ekta Kapoor, who
are related to each other.
4. As on March 31, 2014, Mrs. Shobha Kapoor held 91,29,462 shares
constituting 14% and Ms. Ekta Kapoor held 1,35,72,704 shares
constituting 20.81% of the issued and paid up share capital in the
Company, respectively.
5. * Indicates employed for part of the year.
PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956:
As per Section 212 of the Companies Act, 1956, we are required to
attach certain documents of our subsidiaries. We have attached the
Directors'' Report, Auditors'' Report, Balance Sheet and Profit and Loss
account of Balaji Motion Pictures Limited and Bolt Media Limited, the
wholly owned subsidiaries of the Company and the statement under
Section 212 of the holding company''s interest in the subsidiary. The
Company also presents the audited consolidated financial statements in
the Annual Report. We believe that the consolidated accounts present a
full and fair picture of the state of affairs and financial condition
of the Company.
CONSERVATION OF ENERGY:
ENERGY CONSERVATION MEASURES TAKEN BY THE COMPANY
Our operations are not energy intensive. However, significant measures
are taken to reduce energy consumption by using energy- efficient
computers and by purchasing energy-efficient equipment. We purchase
computers, laptops, air conditioners etc. that meet environmental
standards, wherever possible, and regularly upgrade old equipment with
more energy-efficient equipment. Currently, we use Compact Fluorescent
Lamp (CFL) fixtures to reduce the power consumption in the illumination
system.
ADDITIONAL INVESTMENTS AND PROPOSALS, IF ANY, BEING IMPLEMENTED FOR
REDUCTION OF CONSUMPTION OF ENERGY
We regularly conduct a survey of our existing infrastructure and assess
the need to adopt newer energy efficient technologies.
IMPACT OF THE MEASURES AND CONSEQUENT IMPACT ON THE COST OF PRODUCTION
OF GOODS
Energy costs comprise a miniscule part of our total expenditure and the
financial impact of these measures is not material.
TOTAL ENERGY CONSUMPTION
Since the Company does not form part of the list of industries
specified in the schedule, the same is not applicable to the Company.
TECHNOLOGY ABSORPTION:
The Company''s research and development initiative mainly consists of
ideation of new subjects for our content production business, which are
used in the creation of new storyline and tracks. The expenses incurred
on such initiatives are not practically quantifiable.
The Company is an integrated player in the entertainment industry and
our business is such that there is limited scope for new technology
absorption, adaptation and innovation. However, the Company uses the
latest technology, wherever possible to deliver superior production
value, as a regular process.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The foreign exchange earnings is Rs. Nil , (Previous Year :Rs. Nil) and the
foreign exchange outgo is Rs. Nil, (Previous YearRs. 45.51 Lacs) as given
in Point 23.9 in notes forming part of the financial statements.
FIXED DEPOSITS:
During the year under review the Company has not accepted any fixed
deposit and as such, no amount of principal or interest was outstanding
as on the balance sheet date.
CORPORATE GOVERNANCE:
Your Company has been practising the principles of good Corporate
Governance over the years and it is a continuous and ongoing process. A
detailed Report on Corporate Governance practices followed by your
Company, in terms of Clause 49(VI) of the Listing Agreement together
with a Certificate from the Auditors confirming compliance with the
conditions of Corporate Governance are provided separately in this
Annual Report.
Certificate of CEO / CFO, inter alia, confirming the correctness of the
financial statements, adequacy of the internal measures and reporting
of matters to the audit committee in terms of the clause 49 of the
listing agreements with stock exchanges, is also attached as a part of
this Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 and based on the representation received from the operating
management, the Directors hereby confirm that:
- In the preparation of the annual accounts for the financial year
ended March 31, 2014, the applicable accounting standards had been
followed along with proper explanation relating to any material
departures;
- Such accounting policies had been selected and applied consistently
and judgments and estimates, made 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 and of the profit of the Company for the
year under review;
- Proper and sufficient care had been taken 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;
- The annual accounts for the financial year ended March 31, 2014 had
been prepared on a ''going concern'' basis.
ACKNOWLEDGEMENTS
Your Directors wish to acknowledge with gratitude and place on record
their appreciation to all stakeholders - customers, suppliers, business
associates, banks, regulatory and governmental authorities for their
cooperation, assistance and support. Your Directors also wish to thank
all the shareholders for their sustained confidence and their employees
for their dedicated services.
For & on behalf of the
Board of Directors,
Jeetendra Kapoor
Mumbai, May 15, 2014 Chairman
Mar 31, 2012
The Directors take pleasure in presenting the Eighteenth Annual
Report together with the audited statement of accounts of the Company
for the year ended March 31, 2012.
FINANCIAL RESULTS
(Rs. in Lacs)
2011-12 2010-11
income FROM operations 12,935.60 15,053.87
Total expenditure 13,645.25 15,283.41
Operating profit /(loss) (709.65) (229.54)
Interest - -
Depreciation 710.84 1,070.30
Operating profit /(loss)after
interest and depreciation (1,420.49) (1,299.84)
Other income 2,648.95 1,546.76
Profit before tax 1,228.46 139.95
Provision for taxation (90.44) (95.52)
Net profit before tax before
discontinuing operations 1,318.87 342.44
Loss from Discontinuing Operations (157.88) 684.10
Tax expenses from Discontinuing Operations 1.28
Net profit after tax before
discontinuing operations 1,160.99 (340.38)
Balance brought forward from
previous year 18,935.07 19,427.53
APPROPRIATIONS
Disposable profits 20,096.06 19,087.15
Proposed dividend 130.42 130.42
Corporate dividend tax 21.16 21.66
Transfer to general reserve 116.10 -
Balance carried to Balance Sheet
9,82838 893507
results of operations
For the year ended March 31, 2012, the Company earned total revenue of
Rs. 12,935.60 Lacs, a decrease of 14.07% over the previous year's Rs.
15,053.87 Lacs. As per the consolidated accounts, the total revenues
have decreased by 2.30% from Rs. 19,222.37 Lacs to Rs. 18,779.90 Lacs in
the year under review. The Company incurred net profit of Rs. 1,160.99
Lacs during the year under review as compared to a net loss of Rs. 340.38
Lacs in the previous year.
A detailed discussion on the business performance is presented in the
Management Discussion and Analysis section of the Annual Report.
appropriations
Dividend
In accordance with the provisions of Companies (Declaration of Dividend
out of Reserves) Rules, 1975, the Directors recommend a final dividend
of Rs. 0.20 per share (10 percent on a par value of Rs. 2 per share) for
the approval of the members. The final dividend, if declared as above,
would involve an outflow of Rs. 130.42 Lacs towards the dividend
(previous year Rs. 130.42 Lacs) and Rs. 21.16 Lacs towards dividend tax
(previous year Rs. 21.66 Lacs), resulting in a total outflow of Rs. 151.58
Lacs.
Transfer To Reserves
We propose to transfer Rs. 116.10 Lacs to the general reserve out of the
amount available for appropriations. An amount of Rs. 893.31 Lacs is
proposed to be retained in the profit and loss account.
Subsidiary
The Company has one wholly owned subsidiary i.e. Balaji Motion Pictures
Limited (BMPL), incorporated in March 2007, venturing into the filmed
entertainment business.
Within three years of its formal existence, BMPL firmly established its
place among the top 5 Indian motion picture studios. The youngest and
fastest growing entity in the business today, BMPL has become
synonymous with commercial cutting edge cinematic content supported by
intensive and innovative marketing.
The studio has a number of award-winning and acclaimed box office
blockbusters to its credit. Once Upon A Time in Mumbaai and Love Sexaur
Dhokha set the ball rolling in 2010. With four releases, 2011 saw the
rapid emergence of Alt Entertainment, BMPL's alternate brand, which
stands for new-age cinema with alternate sensibilities. Shor in the
City, an urban drama, emerged as the most acclaimed film of the year,
while Ragini MMS, a paranormal thriller made on a shoe-string budget,
became the biggest hit. Alt's foray into regional cinema with its
maiden State Award-winning Marathi co-production, Taryanche Bait, was
received with an overwhelming response and set new box office
precedents. The year ended on a crescendo with the runaway success of
The Dirty Picture, unarguably, the most acclaimed, celebrated and
discussed film of Indian cinema.
Continuing its exponential growth curve, BMPL is expected to release
three major productions in 2012-2013 and five in 2013-2014.
The Company's Board has approved an investment upto Rs. 150 Crores in
form of interest free temporary loan/ advances to BMPL. BMPL achieved a
turnover of Rs. 5,845.50 Lacs as against Rs. 4,169.70 Lacs during the
previous fiscal. In the current financial year, BMPL has reported
profit of Rs. 882.79 Lacs, as against Rs. 232.35 Lacs for the previous
fiscal.
DIRECTORS
Mr. Jeetendra Kapoor and Mr. D. G. Rajan retire by rotation at the
ensuing Annual General Meeting. Mr. Jeetendra Kapoor and Mr. D. G.
Rajan being eligible, offer themselves for re-appointment.
The brief resume/details relating to the Directors who are to be
appointed/re-appointed are furnished alongwith the notice convening the
Annual General Meeting.
MANAGEMENT
On sale of the Education and Mobile business divisions, their
respective Chief Executive Officers, Mr. Anurag Gupta and Mr.
Punyasholk Bhakta have moved on with the divisions. Mr. Manuj Agarwal
resigned from his position of Chief Executive Officer - Television.
AUDITORS
M/s. Deloitte Haskins and Sells, Chartered Accountants, Mumbai and M/s.
Snehal & Associates, Chartered Accountants, Mumbai, the Joint Auditors
of the Company retire at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. They have also confirmed
their eligibility and willingness for re- appointment if made the Joint
Auditors of the Company and confirmed that, if appointed as auditors
for the year 2012-13, their appointment will be within the limits
prescribed under Section 224(1B) of the Companies Act, 1956.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the Accounting Standard 21 on Consolidated Financial
Statements, this Annual Report also includes Consolidated Financial
Statements for the financial year 2011-12.
PARTICULARS OF EMPLOYEES
Particulars of employees, as required under the provisions of Section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, are set out as under:
Sr. Full Name Current Gross Qualification
No. Designation & Remuneration
Nature of Duties (Rs.)
1 Anurag Gupta* Chief Executive 76,27,152 PGDBM IMT
Officer -
Education Gaziabad
Business
2 Ekta Kapoor Joint Managing 1,32,30,600
Director
Full Name Date of Experience Age Previous
Joining Years Years employ
ment
Anurag Gupta* 25-Feb-10 20 Years 43 Chief
Execu
tive
Officer,
Frankfinn
Institute
of Air-
Hostess
Training
Ekta Kappor 10-Nov-94 17 Years 37 N/A
Sr. Full Name Current Gross Qualification
No. Designation& Remuneration
Nature of Duties (Rs.)
3 Ketan Gupta Chief Operating 60,00,000 B.Com
Officer - Special
Projects
4 Manuj Agarwal Chief Executive 95,67,379 PGDM -
Officer -
Television Marketing
5 Puneet Kinra Group Chief 2,50,00,008 MBA in
Executive
Officer Strategy &
Finance
6 Shobha Kapoor Managing
Director 1,10,12,400 -
7 Srinivasa
Shenoy Chief
Financial 63,00,000 PG in
Finance
Officer & Marketing,
CA
8 Punyashlok Chief
Executive 51,91,975 B.Sc.,
M.M.S
Bhakta* Officer -New
Media
Full Nmae Date of Experience Age Previous
Joining Years Years Employment
Ketan Gupta 1-Feb- 15 Years 34 Head -
Production
2012 & Operations,
Fox -
Television
Studio India
Pvt Ltd
Manuj Agawal 16-Jul- 14 Years 37 Chief
Operating
Officer,
2011 Percept Ltd
Puneet Kinra 15-Oct-08 18 Years 40 Associate
Director,
Price water
house Coopers
Pvt. Ltd.
Shobha Kapoor 10-Nov-94 17 Years 63 N/A
Srinivasa Shenoy 16-Feb-09 12 Years 36 Senior Vice
President
Entertainment
Network
(India) Ltd
Punya sholok 4-Apr- 13 Years 36 Business Head
2011 (Consumer
Business)
& Head of
Marketing
Hungama
Digital Media
Entertainment
Pvt. Ltd.
Note:
1. The gross remuneration shown above comprises of salary, commission,
allowances, Company's contribution to provident fund, gratuity fund,
medical insurance and monetary value of the perquisites as per income
tax rules.
2. The nature of employment in all cases is contractual. Services of
Ms. Shobha Kapoor and Ms. Ekta Kapoor are terminable by twelve
months' notice respectively. Services of all other employees
mentioned above are terminable by either party, by giving three
month's notice.
3. None of the employees mentioned above are related to any Directors
of the Company, except for Ms. Shobha Kapoor and Ms. Ekta Kapoor, who
are related to each other.
4. As on March 31, 2012, Ms. Shobha Kapoor held 1,00,37,500 shares
constituting 15.39% and Ms. Ekta Kapoor held 1,05,00,488 shares
constituting 16.10% of the issued and paid up share capital in the
Company, respectively.
5. * Indicates employed for part of the year.
PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956
As per Section 212 of the Companies Act, 1956, we are required to
attach certain documents of our subsidiaries. We have attached the
Directors' Report, Auditors' Report, Balance Sheet and Profit and
Loss account of Balaji Motion Pictures Limited, the wholly owned
subsidiary of the Company and the statement under section 212 of the
holding company's interest in the subsidiary. The Company also
presents the audited consolidated financial statements in the Annual
Report. We believe that the consolidated accounts present a full and
fair picture of the state of affairs and financial condition of the
Company.
AUDITORS' REPORT
The observations of Auditors in their report read with the relevant
notes to accounts in Schedule 15 are self- explanatory and do not
require further explanation.
conservation of energy
Energy conservation measures taken by the Company
Our operations are not energy intensive. However, significant measures
are taken to reduce energy consumption by using energy-efficient
computers and by purchasing energy-efficient equipment. We purchase
computers, laptops, air conditioners etc. that meet environmental
standards, wherever possible, and regularly upgrade old equipment with
more energy-efficient equipment. Currently, we use CFL fixtures to
reduce the power consumption in the illumination system.
Additional investments and proposals, if any, being implemented for
reduction of consumption of energy We regularly conduct a survey of our
existing infrastructure and assess the need to adopt newer energy
efficient technologies.
Impact of the measures and consequent impact on the cost of production
of goods Energy costs comprise a miniscule part of our total
expenditure and the financial impact of these measures is not material.
Total energy consumption
Since the Company does not form part of the list of industries
specified in the schedule, the same is not applicable to the Company.
technology absorption
The Company's research and development initiative mainly consists of
ideation of new subjects for our content production business, which are
used in the creation of new storyline and tracks. The expenses incurred
on such initiatives are not practically quantifiable.
The Company is an integrated player in the entertainment industry and
our business is such that there is limited scope for new technology
absorption, adaptation and innovation. However, the Company uses the
latest technology, wherever possible to deliver superior production
value, as a regular process.
foreign exchange earnings and outgo
There was no foreign exchange earnings and the foreign exchange outgo
is Rs. 102.89 Lacs, as given in Point 23.8 in notes forming part of the
financial statements.
fixed deposits
The Company has not accepted any fixed deposits and as such, no amount
of principal or interest was outstanding as on the balance sheet date.
corporate governance
A separate section on corporate governance and a certificate from
Auditors of the Company regarding compliance of the conditions of
corporate governance as stipulated under clause 49 of the listing
agreement with the stock exchanges forms part of this Annual Report.
Certificate of CEO / CFO, inter alia, confirming the correctness of the
financial statements, adequacy of the internal measures and reporting
of matters to the audit committee in terms of the clause 49 of the
listing agreements with stock exchanges, is also attached as a part of
this Annual Report.
directors' responsibility statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 and based on the representation received from the operating
management, the Directors hereby 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;
A That 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 and of the profit or loss
of the Company for that period;
A That 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 the Company and for
preventing and detecting fraud and other irregularities;
A That they have prepared the annual accounts on a going concern basis.
acknowledgements
Your Directors take this opportunity to express their sincere
appreciation for the excellent support and co-operation extended by the
shareholders, bankers and other business associates. Your Directors
further wish to place on record their appreciation of the exemplary
contribution made by the employees at all levels, who, through their
competence, hard work, solidarity, cooperation and support enabled the
Company to achieve consistent growth.
On behalf of the Board of Directors,
May 11, 2012 Jeetendra Kapoor
Mumbai Chairman
Mar 31, 2011
Dear Members,
The Directors take pleasure in presenting the Seventeenth Annual
Report together with the audited statement of accounts of the Company
for the year ended March 31, 2011.
Financial results
(Rs. in Lacs)
Particulars 2010-11 2009-10
Income from operations 15,194.14 15,282.41
Total expenditure 16,162.93 15,340.87
Operating profit /(loss) (968.79) (58.46)
Interest - -
Depreciation 1,117.82 1,033.43
Operating profit /(loss)after
interest and
depreciation (2,086.61) (1,091.89)
Other income 1,654.62 3,317.16
Profit before tax (431.99) 2,225.27
Provision for taxation 91.61 706.18
Net profit after tax (340.38) 1,519.09
Balance brought forward from
previous year 19,427.53 18,290.55
Appropriations
Disposable profits 19,087.15 19,809.64
Proposed dividend 130.42 195.63
Corporate dividend tax 21.66 33.26
Transfer to general reserve - 153.22
Balance carried to Balance
Sheet 18,935.07 19,427.53
RESULTS OF OPERATIONS
For the year ended March 31, 2011, the Company earned total revenue of
Rs. 16,848.76 Lacs, a decrease of 9.41% over the previous year's Rs.
18,599.57 Lacs. As per the consolidated accounts, the total revenues
have increased by 9.70% from Rs. 19,190.54 Lacs to Rs. 21,052.27 Lacs in
the year under review. The Company incurred net loss of Rs. 340.38 Lacs
during the year under review as compared to a net profit of Rs. 1,519.09
Lacs in the previous year.
A detailed discussion on the business performance is presented in the
Management Discussion and Analysis section of the Annual Report.
APPROPRIATION
Dividend
In accordance with the provisions of Companies (Declaration of Dividend
out of Reserves) Rules, 1975, the Directors recommend a final dividend
of Rs. 0.20 per share (10 per cent on a par value of Rs. 2 per share) for
the approval of the members. The final dividend, if declared as above,
would involve an outflow of Rs. 130.42 Lacs towards the dividend
(previous year Rs. 195.63 Lacs) and Rs. 21.66 Lacs towards dividend tax
(previous year Rs. 33.26 Lacs), resulting in a total outflow of Rs. 152.08
Lacs.
Transfer to Reserves
Since the Company has incurred losses during the year, no amount has
been transferred to the General Reserve. Dividend has been declared
out of the accumulated profits available for distribution. Post
proposed dividend, an amount of Rs. 18,935.07 Lacs has been retained in
the Profit and Loss Account.
Subsidiary
The Company has one wholly owned subsidiary i.e. Balaji Motion Pictures
Limited (BMPL), incorporated in March 2007, to handle the filmed
entertainment business.
The year has been an eventful one for BMPL. The box office blockbuster,
'Once Upon A Time in Mumbai', emerged as one of the most celebrated
films of the year, bagging multiple awards in various categories.
Subsequent to the financial year end, 'Short in the City', the most
acclaimed film of the season, and 'Raging MMS', an unconventional
paranormal thriller, were both released successfully, and established
the company's Alt brand, which stands for new-age commercial cinema
with alternate sensibilities.
In April 2011, BMPL forayed into regional cinema with its maiden
Marathi co- production, 'Taryanche Bait', which received an
overwhelming response from the media and audiences alike, and set new
precedents at the box office.
BMPL is currently filming its forthcoming multi-starrer, 'The Dirty
Picture', which is due for a release later this year.
A number of other projects are under active discussion. The Company
expects to release as many as five films in 2012-2013, compared to four
in 2011-2012 and two in 2010-2011.
BMPL achieved a turnover of Rs. 4204.71 Lacs as against Rs. 592.17 Lacs
during the previous fiscal. In the current financial year, BMPL has
reported profit of Rs. 288.86 Lacs against a loss of Rs. 889.90 Lacs for
the previous fiscal.
Directors
Mr. Ashutosh Khanna and Mr. Tusshar Kapoor were appointed as Additional
(Non-Executive) Directors of the Company with effect from August 27,
2010. As per the provisions of section 260 of the Companies Act, 1956,
they will hold office upto the date of the ensuing Annual General
Meeting of the Company.
The Company has received notices under section 257 of the Companies
Act, 1956, together with requisite deposit proposing appointment of Mr.
Ashutosh Khanna and Mr. Tusshar Kapoor as Directors of the Company.
Mr. Akshay Chudasama and Mr. Pradeep Sarda retire by rotation at the
ensuing Annual General Meeting. Mr. Akshay Chudasama and Mr. Pradeep
Sarda being eligible, offer themselves for re- appointment.
The brief resume/details relating to the Directors who are to be
appointed/re- appointed are furnished alongwith the notice convening
the Annual General Meeting.
MANAGEMENT
Mr. Manuj Agarwal was appointed as Chief Executive Officer -
Television, effective July 30, 2010. Mr. Uday Sodhi, Chief Executive
Officer à New Media, resigned effective September 18, 2010 and Mr.
Punyashlok Bhakta was appointed as Chief Executive Officer à New Media,
effective April 4, 2011.
AUDITORS
M/s. Deloitte Haskins and Sells, Chartered Accountants, Mumbai and M/s.
Snehal & Associates, Chartered Accountants, Mumbai, the Joint Auditors
of the Company retire at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. They have also confirmed
their eligibility and willingness for re-appointment if made the Joint
Auditors of the Company and confirmed that, if appointed as auditors
for the year 2011Ã12, their appointment will be within the limits
prescribed under Section 224(1B) of the Companies Act, 1956.
CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the Accounting Standard 21 on Consolidated Financial
Statements, this Annual Report also includes Consolidated Financial
Statements for the financial year 2010-11.
PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956
As per Section 212 of the Companies Act, 1956, we are required to
attach certain documents of our subsidiary. We have attached the
Directors' Report, Auditor's Report, Balance Sheet and Profit and Loss
Account of Balaji Motion Pictures Limited, the wholly owned subsidiary
of the Company and the statement under section 212 of the holding
company's interest in the subsidiary. The Company also presents the
audited consolidated financial statements in the Annual Report. We
believe that the consolidated accounts present a full and fair picture
of the state of affairs and financial condition, and are accepted
globally.
AUDITORS REPORT
The observations of Auditors in their report read with the relevant
notes to accounts in Schedule 15 are self-explanatory and do not
require further explanation.
CONSERVATION OF ENERGY
Energy conservation measures taken by the Company
Our operations are not energy intensive. However, significant measures
are taken to reduce energy consumption by using energy-efficient
computers and by purchasing energy-efficient equipment. We purchase
computers, laptops, air conditioners etc. that meet environmental
standards, wherever possible, and regularly upgrade old equipment with
more energy- efficient equipment. Currently, we use CFL fixtures to
reduce the power consumption in the illumination system.
Additional investments and proposals, if any, being implemented for
reduction of consumption of energy We regularly conduct a survey of our
existing infrastructure and assess the need to adopt newer energy
efficient technologies.
Impact of the measures and consequent impact on the cost of production
of goods
Energy costs comprise a miniscule part of our total expenditure and the
financial impact of these measures is not material.
Total energy consumption
Since the Company does not form part of the list of industries
specified in the schedule, the same is not applicable to the Company.
TECHNOLOGY ABSORPTION
The Company's research and development initiative mainly consists of
ideation of new subjects for our content production business, which are
used in the creation of new storyline and tracks. The expenses incurred
on such initiatives are not practically quantifiable.
The Company is an integrated player in the entertainment industry and
our business is such that there is limited scope for new technology
absorption, adaptation and innovation. However, the Company uses the
latest technology, wherever possible to deliver better production
value, as a regular process.
FOREIGN EXCHANGE EARNINGS AND OUTGO
There was no foreign exchange earnings and the outgo is Rs. 55.92 Lacs,
as given in Point 15 in Schedule 15 (statement of significant
accounting policies and notes forming part of accounts) of the
Financial Statements.
FIXED DEPOSITS
The Company has not accepted any fixed deposits and as such, no amount
of principal or interest was outstanding as on the balance sheet date.
CORPORATE GOVERNANCE
A separate section on corporate governance and a certificate from
Auditors of the Company regarding compliance of the conditions of
corporate governance as stipulated under clause 49 of the listing
agreement with the stock exchanges forms part of this Annual Report.
Certificate of CEO / CFO, inter alia, confirming the correctness of the
financial statements, adequacy of the internal measures and reporting
of matters to the audit committee in terms of the clause 49 of the
listing agreements with stock exchanges, is also attached as a part of
this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 and based on the representation received from the operating
management, the Directors hereby confirm
- 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;
- Thatthey 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 and of the profit or loss
of the Company for that period;
- That 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 the Company and for
preventing and detecting fraud and other irregularities;
- That they have prepared the annual accounts on a going concern basis.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their sincere
appreciation for the excellent support and co-operation extended by the
shareholders, bankers and other business associates. Your Directors
further wish to place on record their appreciation of the exemplary
contribution made by the employees at all levels, who, through their
competence, hard work, solidarity, cooperation and support enabled the
Company to achieve consistent growth
On behalf of the Board of Directors,
Jeetendra Kapoor
Chairman
May 23, 2011
Mumbai
Mar 31, 2010
The Directors take pleasure in presenting the Sixteenth Annual Report
together with the audited statement of accounts of the Company for the
year ended March 31, 2010.
FinanciaL results
(Rupees in Lacs)
Particulars 2009-10 2008-09
income from operations 15,282.41 29,491.89
Total expenditure 15,340.87 25,515.28
operating profit /(loss) (58.46) 3,976.61
interest 0.00 0.00
Depreciation 1,033.43 2,352.26
operating profit /(loss)after interest
and depreciation (1,091.89) 1,624.35
Other income 3,317.16 2,127.03
profit before tax 2,225.27 3,751.38
Provision for taxation 706.18 1,119.26
net profit after tax 1,519.09 2,632.12
Balance brought forward from previous year 18,290.55 16,154.01
appropriations
Disposable profits 19,809.64 18,786.13
Proposed dividend 195.63 195.63
Corporate dividend tax 33.26 33.26
Transfer to general reserve 153.22 266.69
Balance carried to Balance Sheet 19,427.53 18,290.55
Results of operations
For the year ended March 31, 2010, the Company earned total revenue of
Rs. 18,599.57 Lacs, a decrease of 41.18% over the previous yearÃs Rs.
31,618.92 Lacs. As per the consolidated accounts, the total revenues
have decreased by 46.02% from Rs. 35,641.37 Lacs to Rs. 19,238.03 Lacs
in the year under review. The net profit of the Company for the year
decreased from Rs. 2,632.12 Lacs to Rs. 1519.09 Lacs in the year under
review, a decrease of 42.55%.
A detailed discussion on the business performance is presented in the
Management Discussion and Analysis section of the Annual Report.
AppropriaTions
Dividend
The Directors are pleased to recommend a fnal dividend of Rs. 0.30 per
share (15 per cent on a par value of Rs. 2 per share) for the approval
of the members. The fnal dividend, if declared as above, would involve
an outfow of Rs. 195.63 Lacs towards the dividend (previous year Rs.
195.63 Lacs) and Rs. 33.26 Lacs towards dividend tax (previous year Rs.
33.26 Lacs), resulting in a total outfow of Rs. 228.89 Lacs, same as in
the previous year. Dividend (including dividend tax) as percentage of
profit after tax is 14.94%, as compared to 8.58% in the previous year.
Transfer To reserves
We propose to transfer Rs. 153.22 Lacs to the general reserve out of
the amount available for appropriations. An amount of Rs. 19,427.53
Lacs is proposed to be retained in the profit and loss account.
Subsidiary
During the year the Company had one wholly owned subsidiary: Balaji
Motion Pictures Limited (BMPL).
BMPL was established in March 2007 to handle the flm related business
of the Company. BMPL successfully released one movie during the year.
It has completed production of three flms which are tentatively
scheduled for release in the fnancial year 2010-11. Further, the
Company is at various stages of discussion with various parties for
additional movie ventures during the year. BMPL achieved turnover of
Rs. 638.58 Lacs compared to Rs. 4,256.06 Lacs of last year. In the
current fnancial year BMPL has reported loss of Rs. 889.90 Lacs
compared to loss of Rs. 2,331.06 Lacs for last year.
Directors
Mr. D. G. Rajan was appointed as Additional (Non- Executive and
Independent) Director of the Company with effect from July 19, 2010. As
per the provisions of section 260 of the Companies Act, 1956, he will
hold offce upto the date of the ensuing Annual General Meeting of the
Company.
The Company has received notice under section 257 of the Companies Act,
1956, together with requisite deposit proposing appointment of Mr. D.
G. Rajan as Director of the Company.
Mr. Jeetendra Kapoor and Mr. Dhruv Kaji retire by rotation at the
ensuing Annual General Meeting. Mr. Jeetendra Kapoor and Mr. Dhruv
Kaji being eligible, offer themselves for re-appointment.
The brief resume/details relating to the Directors who are to be
appointed/re-appointed are furnished alongwith the notice convening the
Annual General Meeting.
Management
Mr. Nachiket Pantvaidya, Chief Executive Offcer - Television resigned
effective October 31, 2009 and Mr. Anurag Gupta was appointed as Chief
Executive Offcer - Education effective February 25, 2010. Mr. Srinivasa
Shenoy was appointed as Chief Financial Offcer of the Company in place
of Mr. Sunil Shahani, who resigned effective september 22, 2009.
Auditors
M/s. Deloitte Haskins and Sells, Chartered Accountants, Mumbai and M/s.
Snehal & Associates, Chartered Accountants, Mumbai, the Joint Auditors
of the Company retire at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. They have also confrmed
their eligibility and willingness for re- appointment if made the Joint
Auditors of the Company and confrmed that, if appointed as auditors for
the year 2010- 11, their appointment will be within the limits
prescribed under Section 224(1B) of the Companies Act, 1956.
Consolidated Financial Statements
In compliance with the Accounting Standard 21 on Consolidated Financial
Statements, this Annual Report also includes Consolidated Financial
Statements for the fnancial year 2009-10.
Sr. Full Name Current Designation & Gross
No. Nature of Duties
No. Remuneration
(Rupees)
1 Abhijit Nath* Vice President-Risk and Investments 19,31,237
2 Anurag Gupta* Chief Executive Officer-Education
Business 9,53,107
3 ArpitAgrawal* Sr. Vice President-Operations 29,16,667
4 Ashish Gharde Chief People Officer 49,88,076
5 Darshan Patodi* Vice President-Internet-New Media 26,29,347
6 Ekta Kapoor Joint Managing Director 1,32,30,600
7 Gaurav Chopra* Financial Controller 16,75,241
8 Malini Rai* Vice President-Corporate
Communications 10,71,667
9 ManishVerma* Chief Technology Officer 18,38,712
10 Meenakshi Roy* Chief People Officer 12,09,677
11 Nachiket Pant
vaidya* Chief Executive Officer-Television 61,25,397
12 Nidhiee Sharma* Vice President-International
Business 8,08,394
13 PuneetKinra Group Chief Executive Officer 1,90,00,000
14 Rajneel Kumar Vice President-Mobile Revenue -
New Media 24,22,320
15 Rajnikant
Dhorajia* SeniorVice President- Mobile -
New Media 36,90,235
16 Ramalingam Chief Executive Officer 38,30,520
Karthikeyan*
17 Rohit Chopra* Chief Legal Officer 35,09,991
18 SakettSaawhney* General Manager-Production 17,93,884
19 SanjayAggarwal* Chief Risk & Investment Officer 10,83,333
20 Shobha Kapoor Managing Director 1,10,12,400
21 Simmi Kama* SeniorVice President-Business
Development 21,25,605
22 Srinivasa Shenoy Chief Financial Officer 43,66,667
23 Subhaa Venkat* Vice President-Creative-Television 15,80,387
24 SunilShahani* Chief Financial Officer 25,45,840
25 UdaySodhi Chief Executive Officer-New Media 70,00,008
26 VinodAhuja* SeniorVice President 3,33,337
Full Name Qualification Date of Joining Experience
Abhijit Nath MBA July 14, 2009 5 Years
Anurag Gupta PGDBMFeb 25, 2010 18 Years
Arpit Agrawal Matriculation April 1,2009 14Years
Ashish Gharde MBA Feb 12, 2008 12Years
Darshan Patodi MBA April 23, 2009 10 Years
Ekta Kapoot - Nov 10,1994 15 Years
Gaurav Chopra B.Com, CA&CIMA Sep 10,2009 11 Years
Bachelors in
Malini Rai May 18,2009 12Years
Journalism, MBA
Manish Verma B.E., MDP Oct 7, 2009 16 Years
Meenakshi Roy B.A., DHRM April 1,2009 16 Years
Nachiket
Pantvaidya B.Sc, PGDM-IIMA Feb 16,2009 16 Years
Nidhiee Sharma B.A., MBA Aug 25,2009 11 Years
Puneet Kinra MBA Oct 15, 2008 16 Years
Rajneel Kumar B.Com, PGDBM April 1,2009 10 Years
Rajnikant Dhorajia B.E..PGDBM April 16,2009 13 Years
Ramalingam
Karthikeyan M Sc, MBA " March 1,2000 16Years
Rohit Chopra B.A., LLB. May 6, 2009 11 Years
Sakett Saawhney B.Com May 1,2009 11 Years
Sanjay Aggarwal B.Com, BGL.CA April 27, 2009 9 Years
Shobha Kapoor - Nov 10,1994 15 Years
Simmi Karna M.Sc, M.Phil Aug 17,2009 6 Years
Srinivasa Shenoy PGDBM, CA Feb 16,2009 10 Years
Subhaa Venkat B.Com, MA Aug 5,2009 24 Years
Sunil Shahani CA, CWA Feb 11,2009 17 Years
Uday Sdhi B.Sc, MMS Feb 16,2009 19 Years
Vinod Ahuja M.Sc, PGDBM Jan 5,2009 41 Yearrs
Full Name Age Previous Employment
Abhijit Nath 28 Rreef India Advisors Pvt. Ltd.
Anurag Gupta 41 Frankfinn Aviation Services Pvt. Ltd.
Ashish Gharda 39 MiditechPvt.Ltd.
Darshan Patodi 35 Music Broadcast India Pvt. Ltd.
Ekta Kapoor 33 Reliance Big Entertainment Pvt. Ltd.
Gaurav Chopra 35 N/A
Malini Rai 33 The Bombay Dyeing And Manufacturing Co. Ltd.
Manish Verma 33 Kingfisher Airlines Ltd.
Meenakshi Roy 36 Yahoo India Pvt. Ltd
Nachiket Pantvaidaya40 Mentamind Consulting
Nidhiee Sharma 39 BBC Global Channels
Puneet Kinra 36 Independent Producers Director
Rajneel Kumar 38 PricewaterhouseCoopers Pvt. Ltd.
Rajnikant Dhorjia 34 Reliance Big Entertainment Pvt. Ltd.
Ramalingam 38 People Infocom Pvt. Ltd.
Karthikeyan 41 Nimbus Communications Ltd.
Rohit Chopra 35 Reliance Big Broadcasting Pvt. Ltd.
Sakett Saawhney 31 Ram Gopal Verma
Sanjay Aggarwal 38 Atherstone Capital
Shobha Kapoor 61 N/A
Simmi Kama 45 International Management Group
Srinivasa Shenoy 34 Entertainment Network (India) Ltd.
Subhaa Venkat 44 Radaan Media Works (I) Ltd.
Sunil Shahani 42 The Walt Disney Company India Pvt. Ltd.
Uday Sodhi 44 Rediff.com India Ltd.
Vinod Ahuja 58 Indian Army
ParticuLars under section 212 of The companies act, 1956
As per Section 212 of the Companies Act, 1956, we are required to
attach certain documents of our subsidiaries. We have attached the
directorsà report, auditorsà report, balance sheet and profit and loss
account of Balaji Motion Pictures Limited, the wholly owned subsidiary
of the Company and the statement under section 212 of the holding
companyÃs interest in the subsidiaries. The Company also presents the
audited consolidated fnancial statements in the Annual Report. We
believe that the consolidated accounts present a full and fair picture
of the state of affairs and fnancial condition, and are accepted
globally.
AudiTorsà reporT
The observations of Auditors in their report read with the relevant
notes to accounts in Schedule 15 are self- explanatory and do not
require further explanation.
ConservaTion oF energy
Energy conservation measures taken by the company
Our operations are not energy intensive. However, signifcant measures
are taken to reduce energy consumption by using energy-effcient
computers and by purchasing energy-effcient equipment. We purchase PCs,
laptops, air conditioners etc. that meet environmental standards,
wherever possible and replace the old equipment with more
energy-effcient equipment. Currently, we use CFL fxtures to reduce the
power consumption in the illumination system.
Additional investments & proposals, if any, being implemented for
reducing consumption of energy
We constantly evaluate new technologies and invest into this to make
our infrastructure more energy effcient.
Impact of the measures and consequent impact on the cost of production
of goods
As energy costs comprise a very small part of our total expenses, the
fnancial impact of these measures is not material.
Total energy consumption
Since the Company does not form part of the list of industries specifed
in the schedule, the same is not applicable to the Company.
TechnoLogy AbsorpTion
The CompanyÃs research and development initiatives mainly consists of
ideation of new subjects for our serials which are used in the creation
of new storyline and tracks. The expenses incurred on such initiatives
are not practically quantifable.
The Company is an integrated player in the entertainment industry and
our business is such that there is limited scope for new technology
absorption, adaptation and innovation. However, the Company uses the
latest technology, wherever possible for better production values as a
regular process.
Foreign exchange earnings and ouTgo
The foreign exchange earnings is Rs. 3,663.72 Lacs and the outgo is Rs.
16.2 Lacs, as given in Point 14 in Schedule 15 (statement of signifcant
accounting policies and notes forming part of accounts) of the
Financial statements.
Fixed deposiTs
The Company has not accepted any fxed deposits and as such, no amount
of principal or interest was outstanding as on the balance sheet date.
CorporaTe governance
A separate section on corporate governance and a certifcate from
Auditors of the Company regarding compliance of the conditions of
corporate governance as stipulated under clause 49 of the listing
agreement with the stock exchanges forms part of this Annual Report.
Certifcate of CEO / CFO, inter alia, confrming the correctness of the
fnancial statements, adequacy of the internal measures and reporting of
matters to the audit committee in terms of the clause 49 of the listing
agreements with stock exchanges, is also attached as a part of this
Annual Report.
Directors responsibiltiy statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 and based on the representation received from the operating
management, the Directors hereby confrm :
- 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;
- That 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 fnancial year and of the
profit or loss of the Company for that period;
- That they have taken proper and suffcient 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;
- That they have prepared the annual accounts on a going concern basis.
Acknowledgements
Your Directors takes this opportunity to express their sincere
appreciation for the excellent support and co- operation extended by
the shareholders, bankers and other business associates. Your Directors
further wish to place on record their appreciation of the exemplary
contribution made by the employees at all levels, who, through their
competence, hard work, solidarity, cooperation and support enabled the
Company to achieve consistent growth.
On behalf of the Board of Directors,
Jeetendra Kapoor
Chairman
July 19, 2010
Mumbai