Mar 31, 2016
Terms and Rights attached to Equity Shares:
The Company has only one class of equity shares having a par value of ? 10/-. Each holder of equity shares is entitled to one vote per share.
The amount of per share dividend recognized as distributions to equity shareholders during the year ended 31st March 2016 is? 0.60 (RY. ? 0.60), subject to approval by shareholders in the ensuing annual general meeting.
Terms and Rights attached to Preference Shares:
The Company has one class of preference shares having a par value of f 10/- per share. These shares do not carry any voting rights.
These shares are non-cumulative, non-convertible, non-participating and are carrying 0.01% per annum rate of dividend. These shares are redeemable at par and the redemption would be at the discretion of Board of Directors of the Company any time after the 7th Anniversary but not later than 10th Anniversary.
The amount of per share dividend recognized as distributions to preference shareholders during the year ended 31st March, 2016 is f 0.001/- subject to approval by shareholders in the ensuing annual general meeting.
Term Loan from Banks are primarily secured by way of first/exclusive charge on the Business & Commercial rights acquired from the proceeds of the respective loan. These loans are collaterally secured by assets belonging to promoter group and promoter directors, tangible assets and investments of the company. These loans are further guaranteed by personal guarantee of promoter group and promoter directors of the company.
These loans are repayable over a period ranging between 24 months to 60 months payable in monthly installments spreading up to financial year 2020-21. The rates of interest for these loans are ranging from Base Rate 2% to Base Rate 4.50%.
Vehicle loans are secured by way of hypothecation of vehicles.
The Hon''ble High Court of Bombay has, on21st November, 2015, approved the Composite Scheme of Amalgamation and Arrangement between Maiboli Broadcasting Private Limited (MBPL'') and Sri Adhikari Brothers Assets Holding Private Limited (''SAB Assets'') and Sri Adhikari Brothers Television Network Limited (''SABTNL'' or ''the Company'') and TV Vision Limited (''TVL'') and HHP Broadcasting Services Private Limited (''HHP'') and MPCR Broadcasting Service Private Limited (''MPCR'') and UBJ Broadcasting Private Limited (''UBJ'') and SAB Events & Governance Now Media Limited (Formerly known as ''Marvick Entertainment Private Limited'') (''SAB Events'') and their respective shareholders (''Composite Scheme'') which became effective from 15th January, 2016 on filing of order with ROC. The salient features of the Scheme are as follows:
1 Merger of MBPL with the Company w.e.f. 1st April 2015;
2 Demerger of Publication business of SAB Assets in to the Company w.e.f. 1st April 2015;
3 Demerger of Broadcasting business of the Company into TVL w.e.f. 15th January 2016;
4 Demerger of Broadcasting business of UBJ, HHP and MPCR into TVL w.e.f. 15th January 2016; and
5 Demerger of Publication business of SABTNL into SAB Events w.e.f. 15th January 2016.
Also as per Clause 11(d) of Part II of the scheme, the Value of Investments amounting to Rs. 8,98,11,850/- held by the Company in MBPL have been cancelled and expensed out and debited to the Profit and Loss Account as an exceptional item.
Pursuant to Part II and Part III of the Composite Scheme becoming effective, the Company has three reportable segments i.e. (a) Content Production and Distribution (b) Broadcasting and (c) Publication. Further in terms of Part IV and V of the Composite Scheme the Company has demerged its Broadcasting Business Undertaking and Publication Business Undertaking w.e.f. 15th January, 2016. As on 31st March, 2015, the Company had only one segment i.e. Content Production and Distribution. The segment reporting taking into consideration the above facts, is stated here under:
a) List of Related Parties & Relationship: i. Subsidiary Companies
TV Vision Ltd. Subsidiary Company till 15th January 2016
Westwind Realtors Pvt. Ltd. Subsidiary Company
Titanium Merchant Pvt.Ltd Board Controlled Subsidiary Company
HHP Broadcasting Services Pvt. Ltd. Step-down Subsidiary Company till 15th January 2016
UBJ Broadcasting Pvt. Ltd. Step-down Subsidiary Company till 15th January 2016
MPCR Broadcasting Services Pvt. Ltd. Step-down Subsidiary Company till 15th January 2016
ii Associate Concern
SAB Entertainment Network Pvt. Ltd. Associate Concern
SAB Media Networks Pvt Ltd Associate Concern
Krishna Showbiz Services Pvt.Ltd Associate Concern till 15th January 2016
iii. Key Management Personnel (KMP)
Gautam Adhikari Chairman & Whole Time Director
Markand Adhikari Vice Chairman & Managing Director
Manav Dhanda Chief Executive Officer
Rakesh Gupta Chief Financial Officer
Lehar Arora Company Secretary
iv. Relative of Key Management Personnel
Ravi Adhikari Son of KMP
Kailasnath Adhikari Son of KMP
v Others
Global Showbiz Pvt.Ltd KMP having substantial interest
Prime Global Media Pvt. Ltd KMP having substantial interest
Note: Pursuant to the Scheme of Arrangements, there have been certain transactions with related parties. These transactions are non- monitory in nature and the summary of the same has been disclosed in Note 22 above.
Defined Benefit Plan
Employees gratuity and leave encashment scheme is defined benefit plan. The present value of obligation is determined based on actuarial valuation using Projected Unit Credit Method which recognizes each period of service as giving rise to additional need of employee benefit entitlement and measures each unit separately to build up the final obligation.
The previous year figures have been regrouped/reclassified wherever considered necessary to correspond with current year classification/disclosure.
Mar 31, 2015
1. Scheme of Arrangement
On 28th August, 2014, the Audit Committee and the Board of Directors of
the Company has approved the Composite Scheme of Amalgamation and
Arrangement between Maiboli Broadcasting Private Limited and Sri
Adhikari Brothers Assets Holding Private Limited and Sri Adhikari
Brothers Television Network Limited and UBJ Broadcasting Private
Limited and HHP Broadcasting Services Private Limited and MPCR
Broadcasting Service Private Limited and TV Vision Limited and SAB
Events & Governance Now Media Private Limited (Formerly Known As
''Marvick Entertainment Private Limited'') and their respective
Shareholders ("Scheme") under Sections 391 to 394 of the Companies Act,
1956 read with Section 78, Sections 100 to 103 of the Companies Act,
1956 and Section 52 and other relevant provision of the Companies Act,
2013.
The Hon''ble High Court of Judicature at Bombay vide its Order dated 8th
May, 2015 has directed to hold the meeting of the Equity Shareholders
of the Company on Friday, 19th June, 2015. In lieu of pending approval
from the Hon''ble High Court of Judicature at Bombay and the Equity
Shareholders of the Company, the impact of the above mentioned Scheme
has not been given in these Financial Statements.
2. Transitional effect of the Asset whose useful life is over.
Effective from April 1, 2014 , the Company has revised the useful life
of certain fixed assets based on Schedule II to the Companies Act 2013
for the purposes of providing depreciation on fixed assets.
Accordingly, the carrying amount of the assets as on April 1, 2014 has
been depreciated over the remaining revised useful life of the fixed
assets. Consequently, an amount of Rs. 225.12 lacs representing the
residual value of assets where the remaining useful life of an Asset is
Nil i.e. the deprection not charged to Statement of Profit and Loss in
earlier years has now been recognized in retained earnings and
disclosed in appropriation part of the Statement of Profit and Loss.
3. Preferential Issue of Warrants
During the Previous Financial year company has allotted 100,00,000
warrants convertible into even number of equity of Rs.10/-each of the
Company at a issue of Rs.75.10 (including premium of Rs.65.10) per
share to the entities in the promoter group and others on preferential
basis on 18th March 2014 in accordance with the provisions of SEBI
(Issue of Capital and Disclosure Requirements) Regulation 2009. The
above warrants entitle the allotees to convert into equity shares on
balance payment of 75% of the issue price. Up to 31st March, 2014
Company had issued 28,20,000 equity shares on conversion of warrants.
During the year Company has issued Balance 71,80,000 equity shares on
conversion of Warrants.
4. Segment Reporting
The Company is operating in single primary business segment i.e.
Content Production and distribution. Accordingly no segment reporting
as per Accounting Standard 17 has been reported.
5. Contingent Liability and Commitments Contingent Liability
(To the extent not provided for)
Particulars 31.03.2015 31.03.2014
Income Tax demand and Penalty
(net of payments) 10,410,000 14,410,000
Capital & Other Commitments
As on Balance Sheet date there is no outstanding Capital and Other
Commitments.
6. Events occurring after Balance Sheet date
There are no event occurring after Balance Sheet date that require
adjustment to amount stated on Balance Sheet date.
7. Disclosures required under Section 22 of the Micro, Small and Medium
Enterprises Development Act, 2006 Company has not received any confirmation from its vendors that whether they are covered under the Micro, Small and Medium Enterprises Development Act, 2006, hence the amounts unpaid at the
year end together with interest paid / payable under this Act cannot be
identified.
8. Previous Year Figures
The previous year figures have been regrouped/reclassified wherever
considered necessary to correspond with current year
classification/disclosure.
Mar 31, 2014
1. Segment Reporting
The Company is operating in single primary business segment i.e.
Content Production and distribution. Accordingly no segment reporting
as per Accounting Standard 17 has been reported.
2. Contingent Liability and Commitments Contingent Liability
(To the extent not provided for)
Particulars 31.03.2014 31.03.2013
Income Tax demand and Penalty
(net of payments) 14,410,000 24,410,510
Capital & Other Commitments
As on Balance Sheet date there is no outstanding Capital and Other
Commitments.
3. Events occurring after Balance Sheet date
There are no event occuring after Balance Sheet date that require
adjustment to amount stated on Balance Sheet date.
4. Disclosures required under Section 22 of the Micro, Small and Medium
Enterprises Development Act, 2006 Company has not received any
confirmation from its vendors that whether they are covered under the
Micro, Small and Medium Enterprises Development Act, 2006, hence the
amounts unpaid at the year end together with interest paid / payable
under this Act cannot be identified.
5. Previous Year Figures
The previous year figures have been regrouped/reclassified whereever
considered necessary to correspond with current year
clasification/disclosure.
Mar 31, 2013
1 Employees Stock Option
The Company has granted in April 2010, 700,000 options to eligible
employees under the SABTNL Employees Stock Option Plan 2010 (ESOP
2010). These options would be vested over a period of two years from
the date of grant of options. 50% of these options vested in April 2011
and the balance will vest in April 2012. The options can be exercised
within one year from the date of vesting. Each option is convertible
into equivalent number of Equity Share of Rs.10/- Face value. The
Exercise Price of the Option is Rs.10.
The stock option discount has been amortized over the vesting period of
two years on straight line basis. A sum of Rs. 0.75 lacs (PY. Rs. 19.70
lacs) representing proportionate charge for the period has been
included in the accounts under Salaries, Allowances etc. and a sum of
Rs. 14.44 lacs has been credited in the accounts under Salaries,
Allowances etc. on account of forfeiture of 139,000 employee stock
options.
Potential number of Diluted Equity shares to be issued under Employees
Stock Option Plan 2010 is Nil (Previous year Rs. 2,10,551/-) of Rs.
10/- each.
2 Segment Reporting
The Company is operating in single primary business segment i.e.
Content Production and Distribution. Accordingly no segment reporting
as per Accounting Standard 17 has been reported.
3. Related Party Disclosures
a) List of Related Parties & Relationship:-
i. Subsidiary Companies
TV Vision Ltd. Subsidiary Company
Westwind Realtors Pvt. Ltd. Subsidiary Company
HHP Broadcasting Services Pvt. Ltd. Step-down Subsidiary Company
UBJ Broadcasting Pvt. Ltd. Step-down Subsidiary Company
MPCR Broadcasting Services Pvt. Ltd. Step-down Subsidiary Company
ii. Associate Concern
Maiboli Broadcasting Pvt. Ltd. Associate Concern
SAB Entertainment Network Pvt. Ltd. Associate Concern
iii. Key Management Personnel (KMP)
Gautam Adhikari Chairman & Whole Time Director
Markand Adhikari Vice Chairman & Managing Director
iv. Relative of Key Management Personnel
Urvee Adhikari Daughter of Key Management Personnel
Ravi Adhikari Son of Key Management Personnel
Kailashnath Adhikari Son of Key Management Personnel
iv. Others
SAB & View Entertainment 50% Joint Venture
4 Contingent Liability and Events occurring after Balance Sheet date
There is no contingent liability as on Balance Sheet date except as
stated below:
(Rs.)
Particulars 31.03.2013 31.03.2012
Income Tax Demand 24,410,510 37,463,448
Total 24,410,510 37,463,448
5 Capital and Other Commitment
As on Balance sheet date there is no outstanding Capital and Other
Commitment,
6 Disclosures required under Section 22 of the Micro, Small and Medium
Enterprises Development Act, 2006 Company has not received any
confirmation from its vendors that whether they are covered under the
Micro, Small and Medium Enterprises Development Act, 2006, hence the
amounts unpaid at the year end together with interest paid / payable
under this Act cannot be identified.
7 Previous Year Figures
The previous year figures have been regrouped/reclassified whereever
considered necessary to correspond with current year
clasification/disclosure.
Mar 31, 2012
Terms and Rights attached to Equity Shares:
The Company has only one class of shares referred to as equity shares
having a par value of Rs. 10/-. Each holder of equity shares is entitled
to one vote per share.
The amount of per share dividend recognized as distributions to equity
shareholders during the year ended 31st March, 2012 is Rs. 0.60 (RY. Rs.
0.60), subject to approval by shareholders in the ensuing annual
general meeting.
The reconciliation of the number of shares outstanding and the amount
of share capital as at 31st March, 2012 is set out Below:
Term loan and External Commercial borrowings from Punjab National Bank
are secured by way of equitable mortgage of Lana and all the present
and future assets created out of loan proceeds for project at Kandivali
and hypothecation of studio equipment and furniture and fixtures.
Further, the loan is guaranteed by personal guarantee of promoter
directors.
Term loan from Canara Bank is secured by way of negative lien on
content rights acquired from loan proceeds. Further, the loan is
guaranteed by personal guarantee of Promoter Directors and is
collaterally secured by assets belonging to Promoter Directors and
their relative.
Corporate Loan is secured by way of first charge on the program/content
rights acquired from loan proceeds. Further loan is guaranteed by
personal guarantee of promoter directors and collaterally secured by
assets belonging to promoter director.
Vehicle loan is secured by way of hypothecation of vehicles.
These loan are repayable on monthly and quarterly installment basis
spreading upto financial year 2014-15 and rate of interest for the term
loan is Base Rate 4.00%, for external commercial borrowing rate is
LIBOR 6M 7% and for corporate loan rate is Base Rate 4.25%.
1 Employees Stock Option
The company has granted in April 2010, 700,000 options to eligible
employees under the SABTNL Employees Stock Option Scheme 2009-10 (ESOP
2009-10). These options would be vested over a period of two years from
the date of grant of options. 50% of these options vested in April 2011
and the Balance will vest in April 2012. The options can be exercised
within one year from the date of vesting. Each option is convertible
into equivalent number of Equity Share of Rs.10/- Face value. The
Exercise Price of the Option is Rs.10.
The stock option discount has Peen amortized over the vesting period of
two years on straight line basis. A sum of Rs. 19.70 lacs (PY. Rs. 52.27
lacs) representing proportionate charge for the year has Been included
in the accounts under Salaries, Allowances etc.
Potential number of Diluted Equity shares to be issued under Employees
Stock Option Scheme 2009-10 is 2,10,551 (Previous year 2,56,374/-)
ofRs.10/- each.
2 Segment Reporting
The Company is operating in single primary Business segment i.e.
Content Production and distribution. Accordingly no segment reporting
as per Accounting Standard 17 has Been reported.
3. Related Party Disclosures
a) List of Related Parties & Relationship:-
i. Subsidiary Companies
TV Vision Ltd. Subsidiary Company
Westwind Realtors Pvt. Ltd. Subsidiary Company
MaiPoli Broadcasting Pvt. Ltd. Subsidiary Company
HHP Broadcasting Services Pvt. Ltd. Step-down Subsidiary Company
UBJ Broadcasting Pvt. Ltd. Step-down Subsidiary Company
MPCR Broadcasting Services Pvt. Ltd. Step-down Subsidiary Company
ii. Key Management Personnel (KMP):
Gautam Aahikari Chairman & Whole Time Director
Markand Aahikari Vice Chairman & Managing Director
iii. Relatives of Key Management Personnel
Heeren Aahikari Urvee Aahikari Kanchan Aahikari Ravi Aahikari
Kailashnath Aahikari
iv. Others
SAB & View Entertainment 50% Joint Venture
Infra Projects Vision Pvt Ltd Directors having Substantial Interest
Kartavyaa Publication Pvt Ltd Directors having Substantial Interest
Dream Merchant Cinema Pvt Ltd Directors having Substantial Interest
Cinema Today Pvt Ltd Directors having Substantial Interest
Sri Aahikari Brothers Assets Holding Pvt Ltd. Directors having
SuPstantial Interest
Urvee Aahikari Creation Relative of Director having Substantial
Interest
Defined Benefit Plan
Employees gratuity and leave encashment scheme is defined benefit plan.
The present value of obligation is determined based on actuarial
valuation using projected unit credit method which recognised each
period of service as giving rise to additional need of employee benefit
entitlement and measures each unit separately to build up the final
obligation.
4 Consolidation of Financial Statements:
SABe TV Ltd, a WOS of a company is in the process of voluntary winding
up and it is not carrying on any operating activity, Residual value of
the investment in the WOS is fully adjusted in the earlier years
against the amount payable to the WOS. Accordingly, company has not
consolidated Financial Statements of SABe TV Ltd.
5 Contingent Liability and Events occurring after Balance Sheet date
There is no contingent liability as on Balance Sheet date except as
stated Below:
particulars 31.03.2012 31.03.2011
a) Guarantees Given for Loan taken by
Subsidiaries 1,100,000,000 740,000,000
P) Income Tax Demand/Penal1y 61,668,180 61,668,180
Total 1,161,668,180 801,668,180
6 Capital and Other Commitment
As on Balance sheet date there is no outstanding Capital and Other
Commitment.
7 Disclosures required under Section 22 of the Micro, Small and Medium
Enterprises Development Act, 2006
Company has not received any confirmation from its vendors that whether
they are covered under the Micro, Small and Medium Enterprises
Development Act, 2006, hence the amounts unpaid at the year end
together with interest paid / payable under this Act cannot be
identified.
8 Previous Year Figures
The revised Schedule VI of the Companies Act, 1956 has Become effective
from 01.04.2011 for the preparation of financial statements, which has
significantly impacted the disclosure and presentation made in
financial statement. The previous year figures have Peen
regrouped/reclassified wherever considered necessary to correspond
with current year classification/disclosure.
Mar 31, 2010
1. FOREIGN CURRENCY CONVERTIBLE BONDS (FCCB)
During the year, the company has bought back all the outstanOing FCCBs
at an average discount of 43.42%. The discount of Rs.159.10 million on
buy back has been credited to Capital Reserve.
2. PREFRENTIAL ISSUE
During the year, the company has allotted 91,75,000 warrants on 19th
November, 2009 ana 29,25,000 on 28th January, 2010 issued on
preferential basis. These warrants are convertible into eauivalent
number of eauity shares issued @ of Rs.25.25 and Rs.31.85 respectively.
On 27th March, 2010 the Company has alloted 69,75,000 eauity shares on
conversion of 50,50,000 warrants from 1st tranche ana 19,25,000
warrants from the 2nd tranche at the price of RS.25.25&RS.31.85
respectively.
3. SEGMENT REPORTING:
The Company is operating in Single Primary Business Segment i.e.
content production & distribution. Accordingly, no Segment Reporting as
per Accounting StanOara-l 7 has been reported.
4. RELATED PARTIES DISCLOSURES:
(a) List of Related Parties & Relationship:
"NAME OF THE RELATED PARTY NATURE OF RELATIONSHIP
TV Vision Private Limited Wholly owned Subsidiary Company
MPCR Broadcasting Service
Private Limited Wholly owned Subsidiary Company
UBJ Broadcasting Private Limited Wholly owned Subsidiary Company
HHP Broadcasting Services
Private Limited Wholly owned Subsidiary
Company
Westwind Realtors Private Limited Subsidiary Company
Sri Adhikari Brothers & View
Entertainment 50% Partnership Firm
Key Management Personnel
Gautam Adhikari Chairman & Whole Time Director
Markand Adhikari Vice Chairman & Managing Director
"Relative of Key Management
Personnel
Heeren Adhikari Brother of Key Management
Personnel
Urvee Adhikari Daughter of Key Management
Personnel
Kanchan Adhikari Wife of Key Management Personnel
Ravi Adhikari Son of Key Management Personnel
Kailashnath Adhikari Son of Key Management Personnel
"Others
Sri Adhikari Brothers Media
Limited Directors having Substantial
Interest
Broadcast Initiatives Limited Directors having Substantial
Interest
Technocrft Media Private Limited Directors having Substantial
Interest
Dream Merchant Cinema Private
Limited Directors having Substantial
Interest
Cinema Today Private Limited Directors having Substantial
Interest
Regional Broadcasters Private
Limited Directors having Substantial
Interest
Sri Adhikari Brothers Assets
Holding Private Limited Directors having Substantial
Interest
5. CONSOLIDATION OF FINANCIAL STATEMENTS:
SABe TV Ltd, a WOS of the company is in the process of voluntary
winOing up ana it is not carrying on any operating activity, Residual
value of the investment in the WOS is fully adjusted in the earlier
year against the amount payable to the WOS. Accordingly, company has
not consolidated Financial Statements of SABe TV Ltd.
Defined Benefits Plan
Employees Gratuity FunO Scheme manage by Life Insurance Corporation of
InOia is defined benefit plan. The present value of obligations is
determined based on actuarial valuation using projected unit credit
method which recognized each period of service as giving rise to
additional need of employee benefit entitlement ana measures each unit
separately to build up the final obligation. The obligation for leave
encashment is recognized in the same manner.
6. CAPITAL COMMITMENTS:
Estimated amount of contracts outstanOing on account of capital
commitment (net of advances) is Rs.33.10 Million (RY. 27.7 Million).
7. CONTINGENT LIABILITIES:
(Rs.in Million)
PARTICULARS As at 31.03.2010 As at 31.03.2009
Claims against the Company
not acknowledged as Debt 20.00 20.00
Custom DuV obligation for
EPCG Scheme 4.59 4.59
8. EVENTS OCCURING AFTER BALANCE SHEET DATE
To the best of knowledge of the management, there are no events
occurring after the Balance Sheet date that provide additional
information materially affecting the determination of the amount
relating to the conditions existing at the Balance Sheet Date that
reauires adjustment to the Assets or Liabilities of the Company except
to the extent stated otherwise.
9. CURRENT ASSETS AND CURRENT LIABILITIES:
Balances of Sunary Debtors, SunOry Creditors, ana Loans & AOvances,
receivable /payable are taken as per books ana are subject to
confirmation ana reconciliation, if any ana Cash & Bank Balance.
10. DETAILS ABOUT THE MICRO, SMALL AND MEDIUM ENTERPRISES
In absence of information regarding vendors covered under the Micro,
Small ana Medium Enterprises Development Act, 2006, disclosure relating
to amounts unpaid as at the year end together with interest paid /
payable under this Act has not been given
11. Figures of previous year have been regrouped, rearranged ana
recasted wherever considered necessary.