Mar 31, 2014
Dear members,
The Directors have pleasure in presenting the 19th Annual Report
together with the Financial Statements of the Company for the financial
year ended on 31st March, 2014.
1. Financial Highlights:
(Rs. in Millions)
Particulars Year ended Year ended
31st March, 2014 31st March, 2013
Total Revenue from business 716.04 606.43
Earnings before Finance
charges, Depreciation and Tax 170.52 162.32
Less: Finance charge 24.01 33.94
Earnings before Depreciation
and Tax (EBDTA) 146.51 128.38
Less: Depreciation 92.41 91.87
Earnings/(Loss) before
Tax Adjustments (EBTA) 54.10 36.51
Tax Expenses 18.07 1.52
Profit / (Loss) After Tax (PAT) 36.04 34.99
Profit b/f from previous year 23.76 6.17
Surplus available for Appropriation 59.80 41.16
Less: Proposed Dividend 19.99 14.97
Less: Tax on Proposed Dividend 3.40 2.43
Balance carried to Balance Sheet 36.41 23.76
The comments of the Board of Directors on the financial performance
have been provided under the Management Discussion and Analysis Report
as an attachment to this report.
2. Dividend:
Your directors are pleased to recommend a dividend of Rs. 0.60 per
Equity Share (Previous Year Rs. 0.60 per Equity Share), being 6% of the
paid-up equity capital of the Company for the financial year ended on
31st March, 2014.
The Company issued and allotted 1,00,00,000 warrants on preferential
basis convertible into even number of Equity Shares at an issue price
of Rs. 75.10 (including premium of Rs. 65.10 per share) on 18th March,
2014. Upto 31st March, 2014, 28,20,000 warrants were converted into
28,20,000 Equity Shares of Rs. 10/- each. The remaining 71,80,000
warrants are converted into 71,80,000 Equity Shares of Rs. 10/- each on
various dates after 31st March, 2014. As a result of the allotments,
the paid up share capital of the Company has increased to Rs.
34,94,45,000 divided into 3,49,44,500 Equity Shares of Rs. 10/- each.
Considering these changes in the paid up share capital of the Company,
the outgo on account of dividend will absorb Rs. 24.53 millions
(including dividend tax payable of Rs. 3.56 millions). The dividend, if
approved, shall be payable to those members whose names shall appear on
the Company''s Register of Members as on date of Annual General Meeting
of the Company i.e. 26th September, 2014.
3. Directors:
In accordance with the provisions of Section 152 of the Companies Act,
2013, read with Companies (Management and Administration) Rules, 2014
and the Articles of Association of the Company, Mr. Gautam Adhikari,
Chairman & Whole Time Director of the Company, retires by rotation at
the ensuring Annual General Meeting and being eligible, has offered
himself for re-appointment.
In terms of the provisions of Section 149 and 152 of Companies Act,
2013 read with Companies (Management & Administration) Rules, 2014
which became effective from 1st April, 2014, Independent Director of
the Company can be appointed for a term of 5 consecutive years and
shall not be liable to retire by rotation.
To comply with the above provisions, it is proposed to appoint Mr.
Prasannakumar B. Gawde, Mr. Arun Khakhar and Mr. Manmohan Singh Kapur
as Independent Directors of the Company to hold office as such upto
31st March, 2019, who shall not be liable to retire by rotation.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
Independence as prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013 and under Clause 49 of Listing Agreement. Your
Board recommends for their re-appointment as Independent Directors of
the Company in terms of the provisions of Companies Act, 2013.
Ms. Kalindi Jani is appointed as an Additional Director of the Company
w.e.f. 23rd August, 2014. In terms of provisions of Section 161 of the
Companies Act, 2013, Ms. Kalindi Jani, holds office as such up to the
date of the ensuing Annual General Meeting of the Company. The Company
has received a notice from member under Section 160 of the Companies
Act, 2013 together with necessary deposit proposing her candidature for
the office of Director of the Company.
Mr. Gautam Adhikari is re-appointed as Chairman and Whole Time Director
of the Company for a further period of three years w.e.f. 1st October,
2014, subject to the approval of members.
Brief resume of Directors proposed to be appointed/re-appointed as
stipulated under Clause 49 of Listing Agreement entered with the Stock
Exchanges are given in the Notice convening 19th Annual General
Meeting.
Your Directors recommends the appointment/re-appointment of directors
as aforesaid.
4. Directors'' Responsibility Statement:
Pursuant to the provisions contained in Section 217 (2AA) of the
Companies Act 1956, the Directors of your Company confirm:
a) that in the preparation of the annual accounts, the applicable
accounting standards have been followed and no material departures have
been made from the same;
b) that they have selected such accounting policies and applied them
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2014 and of the profit of the Company
for the year ended on that date;
c) that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of
this Act for safeguarding the assets of the Company for preventing and
detecting fraud and other irregularities; and
d) that they have prepared the annual accounts on a "Going Concern"
basis.
5. Subsidiary Companies:
As on 31st March, 2014, the Company had five subsidiary companies,
viz.:
Sr. No. Name of the Subsidiary Company Status of the Company
l TV Vision Limited (TVVL) Wholly Owned Subsidiary
Company
2 Westwind Realtors Private
Limited (WRPL) Subsidiary Company
3 MPCR Broadcasting Service Step Down Subsidiary
Private Limited (MPCR) Companies
4 UBJ Broadcasting Private (Subsidiaries of TV Vision
Limited (UBJ) Limited)
5 HHP Broadcasting Services
Private Limited (HHP)
6. Consolidated Financial Statements:
The Ministry of Corporate Affairs (MCA) vide General Circular No.2/2011
No. 51/12/2007-CL-III dated 8th February, 2011 read with General
Circular No.3/2011 No. 5/12/2007-CL-III dated 21st February, 2011 has
granted a general exemption from attaching the Balance Sheet of
subsidiary companies with its holding Company''s Balance Sheet, if the
holding Company presents in its Annual Report the Consolidated Audited
Financial Statements duly audited by its Statutory Auditors. The
Company is publishing Consolidated Audited Financial Statements in the
Annual Report and accordingly is not attaching the Balance Sheets of
the subsidiary companies with its Balance Sheet. Further, as required
under the said circular, a statement of financial information of the
subsidiary companies viz. TV Vision Limited (TVVL), Westwind Realtors
Private Limited (WRPL), MPCR Broadcasting Service Private Limited
(MPCR), UBJ Broadcasting Private Limited (UBJ) and HHP Broadcasting
Services Private Limited (HHP) is given in Annexure attached to this
report.
The Annual Accounts of the subsidiary companies will be available on
the Company''s website www.adhikaribrothers.com and shall also be made
available to the shareholders on request and will also be kept for
inspection at the Registered Office of the Company and of the
Subsidiary Company during the Office hours on all working days and
during the Annual General Meeting.
7. Auditors:
M/s. A. R. Sodha and Co., Chartered Accountants, Mumbai, the Statutory
Auditors of your Company hold office up to the conclusion of the
ensuing Annual General Meeting and are eligible for re-appointment. The
Company has received a letter from them regarding their willingness to
act as Statutory Auditors of the Company. The Company has also received
a certificate from them to the effect that their re- appointment, if
made, would be in compliance with the conditions as prescribed under
Section 139 of the Companies Act, 2013 and they satisfy the criteria as
provided under Section 141 of the Act.
Your Directors recommend the re-appointment of M/s. A. R. Sodha and
Co., Chartered Accountants, Mumbai as the Statutory Auditors of the
Company to hold office from the conclusion of ensuing Annual General
Meeting until the conclusion of the next Annual General Meeting and to
audit financial statements for the financial year 2014-15.
8. Public Deposits:
Your Company has neither accepted nor renewed any deposit from the
public within the meaning of Section 58A and 58AA of the Companies Act,
1956 during the year ended 31st March 2014. However, Public deposits
amounting to Rs. 1,31,000/- remained unclaimed as on 31st March 2014.
9. Corporate Social Responsibility (CSR)
Sri Adhikari Brothers Television Network Limited endeavours to reach
out to underprivileged communities across India and work towards making
a meaningful difference to the quality of life of such communities. We
quench to build a better sustainable way of life for the society.
Though the provision of Section 135 of the Companies Act, 2013 are not
applicable to the Company, still the Company being one of the oldest
and the pioneer in Media & Entertainment Industry is geared up and
committed to serve the society in all possible ways.
10. Particulars of employees:
No employee was in receipt of remuneration exceeding the limits as
prescribed under the provisions of Section 217(2A) of the Companies
Act, 1956 read with Companies (Particulars of Employee) Rules, 1975, as
amended, hence no such particulars are furnished.
11. Employee Stock Option Scheme:
The members of the Company through postal ballot process, the result of
which was declared on 25th July, 2014, approved the Issue and offer of
upto 1,00,000 Options to the Employees of the Company under SABTNL
Employee Stock Option Scheme 2014 -15 (ESOS 2014-15).
12. Particulars regarding Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo:
As required under the provisions of Section 217(2A) of the Companies
Act, 2013 read with Section134(3)(m) of the Companies Act, 2013 and
other applicable rules, particulars regarding Conservation of Energy,
Technology Absorption and Foreign Exchange earnings and outgo for the
year under review are as follows:
(A) Conservation of Energy:
The Company continues to implement prudent practices for saving
electricity and other energy resources in day-to- day activities.
However, considering the business activities carried out by the
Company, your directors have nothing to report with respect to
conservation of energy.
(B) Research and Development:
The Company has not carried out any specific research activity and so
no benefit has been derived from it.
(C ) Technology absorption, adoption and innovation:
The Company continues to take prudential measures in respect of
technology absorption, adoption and take innovative steps to use the
scarce resources effectively.
13. Corporate governance:
Pursuant to Clause 49 of the Listing Agreement entered with the Stock
Exchanges, the following have been made a part of the Annual Report and
are attached to this report:
* Management Discussion and Analysis Report
* Report on Corporate Governance
* Auditors'' Certificate regarding compliance of conditions of Corporate
Governance
* Declaration on Compliance with Code of Conduct
14. Change in Share Capital of the Company:
The Company issued and allotted 1,00,00,000 Warrants on preferential
basis convertible into even number of Equity Shares at an issue price
of Rs. 75.10 (including premium of Rs. 65.10 per share) to entities in
promoter group and others on 18th March, 2014. The preferential
allotment was made in accordance with Chapter VII of SEBI (Issue of
Capital & Disclosure Requirements ) Regulations, 2009. All the warrants
are now converted into equity shares. As a result of the allotments of
Equity Shares upon conversion of said warrants, the paid up share
capital of the Company has increased to Rs. 34,94,45,000/- divided into
3,49,44,500 Equity shares of Rs. 10/- each.
Upto 31st March, 2014, 28,20,000 warrants were converted into 28,20,000
Equity shares of Rs. 10/- each. Details of the proceeds from the issue
of shares and warrants upto 31st March, 2014 and the utilization
thereof are as follows:
Source : Amount
Proceeds from 25% deposit for issue
of 1,00,00,000 warrants 187,750,000
Proceeds from issue of 28,20,000
Shares on coversion of warrants 158,836,500
Part Proceeds received for conversion
of Balance Warrants 63,163,500
TOTAL 409,750,000
Application :
a) Amount Invested in Associates
By way of Equity Contribution 85,200,000
By way of Loan/Advances 130,200,000
b) Amount utilized for Repayment of Debts 159,500,000
c) Amount utilized for working capital 34,850,000
TOTAL 409,750,000
15. Appreciation:
Your Directors acknowledge with gratitude and wish to place on record
their deep appreciation for the continued support and co-operation
received by the Company from the various artists, Government
authorities, shareholders, bankers, business associates, customers and
financial institutions during the year.
The Directors place on record their deep appreciation of the dedication
and commitment of your Company''s employees at all levels and look
forward to their continued support in the future as well.
For and On behalf of the Board of Directors
Place: Mumbai Gautam Adhikari
Date: 23rd August, 2014 Chairman and Whole Time Director
Mar 31, 2012
The Directors have pleasure in presenting the 17th Annual Report
together with the Audited Statements of Accounts of the Company for the
financial year ended on 31st March, 2012.
1. Financial highlights
(Rs.In Millions)
Particulars For the
year ended For the
year ended
31st March,
2012 31st March,
2011
Total Revenue from Business 485.64 329.22
Earnings before finance charges,
Depreciation and Tax 134.12 108.58
Less: Finance charge 27.83 21.53
Earnings before depreciation, tax and
Amortization (EBDTA) 106.29 87.05
Less: Depreciation 91.75 81.14
Earnings/(Loss)Before Tax (EBTA) 14.54 5.91
Tax Expenses (2.63) 0.49
Profit/(Loss) After Tax (PAT) 17.17 5.42
Profit P/f from previous year 6.20 21.53
Surplus available for Appropriation 23.37 26.95
Less: Proposed Dividend 14.80 14.80
Less: Tax on Proposed Dividend 2.40 2.40
Less: Short Provision for final dividend (2009-10) - 3.08
Less: Short Provision for Dividend
Distribution Tax (2009-10) - 0.47
Balance carried to Balance Sheet 6.17 6.20
The comments of the Board of Directors on the financial performance
have Been provided under the title Management Discussion and Analysis
as an attachment to this report.
2. Dividend
Your directors are pleased to recommend a dividend of Rs. 0.60 per Equity
Share, for the financial year ended on 31st March, 2012. The outgo on
account of this dividend will beRs. 17.20 millions (including dividend
distribution tax of Rs. 2.40 millions). The dividend, if approved, shall
be payable to those members whose name shall appear on the Company's
Register of Members as on the date of Annual General Meeting of the
Company i.e. 28th September, 2012.
3. Directors
In accordance with the provisions of Section 256 of the Companies Act,
1956, and the Articles of Association of the Company, Mr. M. S. Kapur
retires by rotation at the ensuing Annual General Meeting of the
Company and being eligible, has offered himself for re-appointment and
your Board recommends for his re-appointment.
Further, Mr. Gautam Adhikari was re-appointed as a Whole Time Director
of the Company for a period of three years w.e.f. 31st October, 2011 and
the members approved his re-appointment at the last Annual General
Meeting held on 28th September, 2011.
4. Directors' Responsibility Statement
Pursuant to the provisions contained in Section 217 (2AA) of the
Companies Act 1956, the Directors of your Company confirm:
a) That in the preparation of the annual accounts, the applicable
accounting standards have Been followed and no material departures have
Peen made from the same;
b) That they have selected such accounting policies and applied them
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2012 and of the profit of the Company
for the year ended on that date;
c) That they have taken proper and sufficient care for the maintenance
of adequate accounting remoras in accordance with the provisions of
this Act for safeguarding the assets of the Company for preventing and
detecting fraud and other irregularities;
d) That they have prepared the annual accounts on a going concern
basis.
5. Subsidiary Companies
As on 31st March, 2012, the Company had six subsidiary companies, viz.:
Sr.
No. Name of the Subsidiary Company Remarks
1 TV Vision Limited (Formerly
known as The name of the Company was
changed to TV Vision Limited
TV Vision Private Limited) on 23rd June, 2011 consequent
upon conversion into public
limited company.
2 MPCR Broadcasting Service TV Vision Limited entered into
Share Purchase Agreement with
Private Limited (MPCR) the Company on 1st July, 2011
for acquisition of 100% stake in
these Companies.
3 UBJ Broadcasting Private
Limited (UBJ) Accordingly, MPCR, UBJ and HHP
have Become step own
4 HHP Broadcasting Services
Private subsidiaries of the Company on
transfer of stake to TV Vision
Limited (HHP) Limited on 1st August, 2011.
5 Westwind Realtors Private
Limited There were no significant Business
activities airing the year.
6 Maiboli Broadcasting Private
Limited The Company was incorporated on
30th November, 2011 as Wholly
Owned Subsidiary Company.
Further, on 4th April, 2012 the Company has incorporated "SAB
Entertainment Network Private Limited", as a Wholly Owned Subsidiary
Company.
As a result of the aforementioned changes, as on date the company has
following subsidiary Companies:
Sr.
No. Name of the Subsidiary Company Status of the Company
1 TV Vision Limited
2 Maiboli Broadcasting Private
Limited Wholly Owned Subsidiary Company
3 SAB Entertainment Network
Private Limited
4 Westwind Realtors Private
Limited Subsidiary Company
5 MPCR Broadcasting Service
Private Limited
6 UBJ Broadcasting Private Limited Step Down Subsidiary Company
7 HHP Broadcasting Services
Private Limited
6. Consolidated Financial Statements
The Ministry of Corporate Affairs (MCA) voice General Circular No.2/2011
No. 51/12/2007-CL-lll dated 8th February 2011 read with General
Circular No.3/2011 No. 5/12/2007-CL-lll dated 21st February 2011 has
granted a general exemption from attaching the Balance Sheet of
subsidiary companies with holding company's Balance Sheet, if the
holding company presents in its Annual Report Consolidated Financial
Statements duly audited by its Statutory Auditors. The Company is
publishing Consolidated Financial Statements in the Annual Report and
accordingly the Company is not attaching the Balance Sheets of its
subsidiary companies with its Balance Sheets. Further, as required
under the said circular, a statement of financial information of the
subsidiary companies viz. TV Vision Limited (formerly known as TV
Vision Private Limited), Westwind Realtors Private Limited, MPCR
Broadcasting Service Private Limited (MPCR), UBJ Broadcasting Private
Limited (UBJ), HHP Broadcasting Services Private Limited (HHP), and
MaiPoli Broadcasting Private Limited is given in Annexure attached to
this report.
The Annual Accounts of the subsidiary companies will be available on
the company's website www.aahikariProthers.com and shall also be made
available to the shareholders on request and will also be kept for
inspection at the Registered Office of the Company and of the
Subsidiary Company during the Office hours on all working days and
during the Annual General Meeting.
7. Public Deposits
Your Company has neither accepted nor renewed any deposit within the
meaning of Section 58A and 58AA of the Companies Act, 1956 and rules
made there under during the year ended 31st March 2012. However, Public
deposits amounting to Rs. 1,31,000/- remain unclaimed as on 31st March
2012.
8. Change in Share Capital of the Company
The Company allotted 2,79,500 Equity shares on exercise of Options
granted under SABTNL ESOP Scheme 2009-10 to the eligible employees of
the Company on 9th May,2011. On 16th July, 2011 the Company allotted
15,00,000 Equity shares of Rs.10/- each on conversion of warrants issued
on preferential basis.
The aforesaid equity shares are listed on both the stock exchanges.
Based on the above changes, the issued, subscripted and paid up Capital
of the Company has increased to Rs. 246,630,000/-divided into 24,663,000
Equity shares ofRs. 10/- each.
9. Auditors
M/s. A. R. Sodha & Co., Chartered Accountants, Mumbai, the Statutory
Auditors of the Company hold office up to the conclusion of the ensuing
Annual General Meeting of the Company. The Company has received a
letter from them to the effect that their re- appointment, if made,
would be in conformity with the limits prescribed under Section 224
(IB) of the Companies Act, 1956. The Board recommends their
re-appointment of M/s. A. R. Sodha & Co., Chartered Accountants, as the
Statutory Auditors of the Company.
10. Auditors' Remarks
With regards to Auditors' remarks for payment of statutory dues, your
directors state that the Company has subsequently made the payment of
statutory dues, Other remarks in the Auditors' Report are self
explanatory.
11. Particulars regarding Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo
Information in terms of requirements of clause (e) of sub-section (1)
of Section 217 of the Companies Act, 1956 regarding conservation of
Energy, Technology Absorption and Foreign Exchange earnings and outgo,
read along with the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 is as follows:
(A) Conservation of Energy
The Company continues to implement prudent practices for saving
electricity and other energy resources in day-to-day activities.
However, considering the Business activities carried out Py the
Company, your director have nothing to report with respect to
conservation of energy.
(B) Research and Development:
The Company has not carried out any specific research actively.
(C) Technology absorption, adoption and innovation:
The Company continues to take prudential measures in respect of
technology absorption, adoption and take innovative steps to use the
scarce resources effectively.
(D) Foreign Exchange Earnings and Outgo:
The particulars of Foreign Exchange earnings and outgo for the year
under review are as follows:
(Rs. in Millions)
Year ended Year ended
31.03.2012 31.03.2011
Foreign Exchange earned 87.01 Nil
Foreign Exchange used 18.78 16.30
12. Particulars of Employees:
No employees were in receipt of remuneration exceeding the limits as
prescribed under the provisions of Section 217(2A) of the Companies
Act, 1956 read with Companies (Particulars of Employee) Rules, 1975, as
amended, hence no such particulars are furnished.
13. Corporate governance:
Pursuant to Clause 49 of the Listing Agreement entered with the stock
exchange(s), the following have Been made a part of the annual report
and are attached to this report:
- Management Discussion and Analysis Report
- Corporate Governance Report
- Auditors' Certificate regarding compliance of conditions of
Corporate Governance
- Declaration on Compliance with Code of Conduct
14. Employees'Stock Options:
The disclosure of Employees Stock Options as required under Clause 12
of Securities and Exchange Board of Ionia (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines 1999, is given in
annexure attached to this report.
15. Utilization of proceeds from warrants / shares issued on
preferential basis
During the year the Company has allotted 15,00,000 equity shares of Rs.
10/- each for cash at an issue price of Rs.46.50 per share on conversion
of 15,00,000 warrants, issued on preferential basis.
The proceeds from issue of shares and warrants has Been utilized as
follows:
(Rs.)
Proceeds: 31.03.2012 31.03.2011
from issue of 51,25,000 Shares on
preferential basis - 102,004,689
from 25% deposit for 30,00,000 warrants - 34,875,000
from issue of 15,00,000 Shares, on
conversion of warrants (PY. 15,00,000
Shares) 52,312,500 52,312,500
Total 52,312,500 189,192,189
Application of Funds:
Invested in Wholly Owned Subsidiaries
by way of Equity Contribution/Loans 42,600,000 110,151,046
Utilized for Repayment of Debts - 57,068,266
Utilized for working capital 9,712,500 21,972,877
Total 52,312,500 189,192,189
16. Appreciation
The Directors acknowledge with gratitude and wishes to place on record,
their seep appreciation for the continue support and co-operation
receive by the Company from the various artists, Government
authorities, shareholders, bankers, business associates, customers and
financial institutions during the year.
The Directors place on record their keep appreciation of the avocation
and commitment of your Company's employees at all levels and
lookforwara for their continue support in the future as well.
For & On behalf of the Board of Directors
Place: Mumbai Gautam Adhikari
Date: 29th August, 2012 Chairman and Whole Time Director
Mar 31, 2010
The Directors have pleasure in presenting the 15th Annual Report
together with the Audited Statements of Accounts of the Company for the
financial year ended on 31st March 2010.
1. Financial Highlights
(Rupees in millions)
Particulars For the year ended For the year ended
31st March 2010 31st March 2009
Total Revenue from business 303.09 222.77
Earnings before finance
charges, Depreciation & Tax 120.83 54.01
Less: Finance charge 38.48 18.35
Earnings before depreciation,
tax & amortisation (EBDTA) 82.35 35.66
Less: Depreciation 78.40 70.97
Earnings/(Loss) before
Tax (EBT) 3.95 (35.31)
Tax Expenses Current tax 5.08 11.84
Extra-OrOinary Items 0.00 1.34
Profit / (Loss) After Tax (PAT) (1.13) (48.50)
Profit P/f from previous year 34.07 89.08
Surplus available for
Appropriation 32.94 40.58
Less: Proposed Dividend 9.76 5.57
Less: Tax on Proposed
Dividend 1.66 0.95
Balance carried to Balance Sheet 21.53 34.07
The comments of the Board of Directors on the financial performance
have been provided under the title Management Discussion ana Analysis
as an attachment to this report.
2. Dividend
Your directors are pleased to recommend a dividend of Re. 0.60 per
eaurty share, for the financial year ended on March 31,2010 subject to
the approval of shareholders at the Annual General Meeting. The outgo
on account of this diviaend will absorb Rs. 15.01 million (including
dividend tax payable of Rs. 2.18 million) including dividend on
51,25,000 eaurry shares of Rs.10/- each allotted on 12th August, 2010
on conversion of warrants issued on preferential basis.
The dividend, if approved, shall be payable to the shareholders
registered in the Pooks of the Company ana the beneficial owners as per
details furnished by the depositories as on 24th September, 2010.
3. Directors
In accordance with the provision of the Articles of Association of the
Company, Mr. Arun Khakhar is liable to retire by rotation at the
ensuing Annual General Meeting ana being eligible offers himself for
re-appointment ana your Board recommends his re appointment.
During the period under review, Mr.M.S.Kapur was co-opted on the Board
as an additional director w.e.f. 31 st May, 2010 to hold the office
upto the date of ensuing Annual General Meeting. Your Company has
received notice under section 257 of the Companies Act, 1956 together
with necessary deposit, proposing his candidature for the office of
Director at the ensuing Annual General Meeting. The Board recommends
the appointment of Mr. M.S. Kapur as a Director of the Company.
4. Directors Responsibility Statement
Pursuant to the provisions contained in Section 217 (2AA) of the
Companies Act 1956, the Directors of your Company confirm:
a) That in the preparation of the annual accounts, the applicable
accounting standards have been followed and no material departures have
been made from the same.
b) That they have selected such accounting policies and applied them
consistently and have made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2010 and of the loss of the Company
for the year ended on that date.
c) That they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of
this Act for safeguarding the assets of the Company for preventing and
detecting fraud and other irregularities.
d) That they have prepared the annual accounts on a going concern
basis.
5. Auditors
M/s. A. R. Sodha & Co., Chartered Accountants, the Statutory Auditors
of the Company hold the office up to the conclusion of the ensuing
Annual General Meeting. The Company has received a letter from them to
the effect that their re- appointment, if made would be in conformity
with the limits prescribed under Section 224 (1B) of the Companies Act,
1956. The Board recommends the re-appointment of M/s. A. R. Sodha &
Co., Chartered Accountants, as the Statutory Auditors of the Company.
6. Audit Qualifications
The Company has subsequently made the statutory payment and therefore,
has regularised its compliance. The other remarks in the Auditors
Report are self explanatory.
7. Public Deposits
The company has not accepted /renewed any fixed deposits from the
public during the year under review. However, public deposits
amounting to Rs. 131,000/- remains unclaimed as on 31st March 2010 from
the part of the deposit holders.
8. Subsidiary Companies
As on 31st March, 2010 the Company has five subsidiaries as follows:
Sr.
No. Name of the Subsidiary Remarks
a TVVision Private Limited The music and comedy channel
"Mastiii" was successfully
launched by the subsidiary
in the month of July, 2010 and
created history by becoming
No. 1 television channel in Hindi
Speaking Markets within a short
period. The channel has a unique
blend of songs interwoven with
classic satire and skits.
b MPCR Broadcasting Service
Private Limited The subsidiaries were incorporated
on 24th December, 2009 & are yet to
commence business operations.
c UBJ Broadcasting Private
Limited
d HHP Broadcasting Services
Private Limited
e WestwindRealtors Private
Limited There was no significant business
activities during the year
In terms of approval granted by the Ministry of Corporate Affairs vide
its Order No.47/553/2010 CL III dated 14th July, 2010 under section 212
(8) of the Companies Act, 1956, copies of Balance Sheet, Profit & Loss
Accounts and reports of the Board of Directors and Auditors of the said
subsidiaries have not been attached with the Balance Sheet of the
Company. The statements pursuant to section 212(1 )(e) and (8) of the
Companies Act, 1956 containing the details of the subsidiary companies
are annexed to the Annual Report.
However, the Annual Accounts of the above referred subsidiary companies
shall be made available to the shareholders on request and will also be
kept for inspection at the Registered Office of the Company and of the
subsidiary company during the office hours on all working days and will
also be made available on the Companys website
www.adhikaribrothers.com.
9. Consolidated Financial Statements
In accordance with the requirements of Accounting Standard-21 issued by
the Institute of Chartered Accountants of India, the Consolidated
Accounts of the company and Auditors Report on these accounts are
published in this Annual Report.
10. Changes in Share Capital
During the year under review, the authorized share capital of the
company has been increased from Rs. 20,00,00,000/- to Rs.30,00,00,000/-
comprising of 30,000,000 equity shares of Rs. 10/- each.
The Company has issued and allotted 91,75,000 warrants on preferential
basis convertible into even number of equity shares to persons in
promoter group and other entities on 19th November 2009 at an issue
price of Rs. 25.25 per share.
Further, the Company has allotted 29,25,000 warrants on preferential
basis convertible into even number of equity shares to persons in
promoter group on 28th January 2010 at an issue price of Rs. 31.85 per
share
The Preferential Allotment was made in accordance with Chapter VII of
SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009.
On 27th March, 2010 69,75,000 equity shares of Rs.10/- each were
allotted on conversion of warrants issued on preferential basis. The
additional shares issued are now listed with the stock exchanges.
On 12th August, 2010 51,25,000 equity shares of Rs.l 0/- each were
allotted on conversion of warrants issued on preferential basis. The
Company is in process of making application with stock exchanges for
listing of shares.
Based on the above changes, the issued, subscribed & paid up equity
share capital of the company has increasedto Rs.213,835,000 divided
into 21,383,500 equity shares of Rs.l0/-each.
11. Particulars regarding Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo
Information in terms of requirements of clause (e) of Sub-section (1)
of section 217 of the Companies Act, 1956 regarding conservation of
Energy, Technology Absorption and Foreign Exchange earnings and outgo,
read along with the Companies (Disclosure of particulars in the report
of Board of Directors) Rules, 1988 is as follows:
(A) Conservation of Energy
The Company continues to implement prudent practices for saving
electricity and other energy resources in day-to-day activities.
(B) Research and Development:
The Company has not carried out any specific research activity and so
no benefit has been derived from it.
(C) Technology absorption, adaptation and innovation:
The Company continues to take prudential measures in respect of
technology absorption, adaptation and take innovative steps to use the
scarce resources effectively.
(D) The particulars of Foreign Exchange earnings and outgo for the year
under review are annexed to this report.
12. Particulars of Employees
The particulars of employees, as required under Section 21 7 (2A) of
the Companies Act 1956 read with the Companies (Particulars of the
Employees) Rules 1975, forming part of the report of Directors, for the
year under
review, are annexed to this report.
13. Corporate Governance:
Pursuant to Clause 49 of the Listing Agreement with the stock
exchange(s), the following have been made a part of the annual report
and are attached to this report.
. Management Discussion and Analysis
. Corporate Governance Report
. Auditors Certificate regarding compliance of conditions
of Corporate Governance
. Declaration on Compliance with Code of Conduct
14. Employees Stock Options Plan
In order to motivate and retain talented employees and as a token of
appreciation for the honesty and loyalty shown towards the Company, the
Company has introduced an ESOP Scheme during the year named as SABTNL
ESOP Scheme 2009-10. The Company has taken approval of members for the
ESOP Scheme through postal ballot process, results of which were
declared on 13th January, 2010. The compensation committee was duly
constituted on 26,h February 2010 for proper administration of the ESOP
Scheme consisting of
. Mr.GautamAdhikari
. Mr.PrasannakumarGawdeand
. Mr.ArunKhakhar.
The compensation committee has granted 7,00,000 Options to the eligible
employees on 15,th April 2010.
As during the year ended 31st March, 2010 no options were granted under
the ESOP Scheme, thus the details of ESOS pursuant to Regulation 12 of
SEBI (Employees Stock Option Scheme and Employees Stocks Purchase
Scheme) Guidelines, 1999 are not warranted.
15. Outlook
The Indian Media & Entertainment industry is estimated to grow from
Rs.580.80 billion in 2009 at a CAGR of 12.4% for the next 5 years to
reach Rs. 1040.80 billion in 2014. Television industry is projected to
continue to be the major contributor to the overall industry revenue
pie & estimated to grow at a healthy rate. Overall growth in the
content & broadcast segment is expected to be powered by rapid growth
in number of cable households, digitalization of media & availability
of newer platforms & convergence of media.
16. Utilization of proceeds from Preferential Issue: Details of
proceeds from Preferential Issue:
Date of Issue No. of securities Offer price Funds received
issued (Rs) (Rs.in millions)
19th November,2009 91,75,000 25.25 231.67
28th January, 2010 29,25,000 31.85 93.16
TOTAL 324.83
Details of fund utilization:
Particulars Actual funds utilized % of net funds utilized
Investment in
subsidiary companies 186.00 57.26
Repayments of debts 105.24 32.40
Working Capital 33.60 10.34
TOTAL FUNDS UTILISED 324.83 100.00
17. BuybackofFCCBs
The Company had issued US$ 9 million 1.5% Secured Foreign Currency
Convertible Bonds in June 2007 which were due for repayment in the
month of June 2012. During the year, the Company has repurchased all
the outstanding FCCBs in tranches at an average discount of 43.42% in
compliance with applicable guidelines.
18. Appreciation
The Directors acknowledges with gratitude and wishes to place on
record, their deep appreciation of the continued support and
co-operation received by the Company from the various artists,
Government authorities, shareholders, bankers, business associates,
customers and financial institutions during the year.
The Directors place on record their deep appreciation of the dedication
and commitment of your Companys employees at all levels and
lookforward to their continued support in the future as well.
For and On behalf of the
Board of Directors
Place: Mumbai Gautam Adhikari
Date: 12th August, 2010 Chairman and
Whole Time Director