Balaji Telefilms Limited
Your Directors take pleasure in presenting the 22nd Annual Report togetherwith the audited statement of accounts of the Company for the year ended March 312016.
The salient features of the Company's financial results for the year under review areas follows:
| || ||(Rs in Lacs) |
|Particulars ||2015-16 ||2014-15 |
|Income from operations ||25684.93 ||20969.22 |
|Less: Total expenditure ||22206.37 ||19694.89 |
|Operating profit ||3478.56 ||1274.33 |
|Less: Interest ||- ||27.93 |
|Less: Depreciation ||871.58 ||761.46 |
|Operating Profit after interest and depreciation ||2606.97 ||484.94 |
|Add:- Other income ||3365.34 ||1020.91 |
|Profit before tax ||5972.31 ||1505.85 |
|Less: Provision for taxation ||1604.87 ||278.60 |
|Net profit after tax ||4367.44 ||1227.25 |
|Balance brought forward from previous year ||21775.89 ||21319.61 |
|Adjustment of Depreciation on account of transitional provision of Schedule II of Companies Act 2013 ||- ||177.33 |
|Appropriations: || || |
|Disposable profits ||26143.33 ||22369.53 |
|Less: Interim dividend ||911.17 ||- |
|Less: Proposed dividend ||- ||391.26 |
|Less:- Corporate dividend tax ||185.49 ||79.65 |
|Less: Transfer to general reserve ||- ||122.72 |
|Balance carried to balance sheet ||25046.67 ||21775.89 |
RESULTS OF OPERATIONS:
During the year under review the Standalone Revenue from operations of the Company is' 25684.93 lacs an increase of 22% over the previous year's ' 20969.22 lacs. As per theConsolidated Accounts the total revenue from operations has decreased by 16% from '34648.77 lacs to ' 29275.52 lacs during the year. Your Company had a standalone growthwith a Net profit after tax of ' 4367.44 lacs during the year as compared to net profitof ' 1227.25 lacs of previous year. A detailed discussion on the business performance ispresented in the Management Discussion and Analysis Section of the Annual Report.
Your Directors have not recommended any final dividend on the equity shares for thefinancial year ended March 312016. Your Directors have however during the year underreview declared an interim dividend at 60% i.e. ' 1.20 per equity share of the Company.
TRANSFER TO RESERVES:
Your Directors does not propose any amount of transfer to the General Reserve and anamount of ' 25046.67 lacs is proposed to be retained in the statement of profit and lossaccount.
The Company does not have any borrowings.
During the Financial year 2015-2016 the Company has issued 10720000 shares onpreferential basis. The shares are subject to lock-in of 1 year as per SEBI (ICDR)guidelines. The Company has not issued shares with differential voting rights nor grantedstock options nor sweat equity. As on March 312016 the paid up Equity Share Capital ofthe Company is ' 151860886 of the total paid up share capital of the Company 40.92% isheld by Promoters and Promoter Group all in dematerialized form. The balance i.e. 59.08%of the total paid up share capital of the Company is held by persons other than Promotersand Promoter Group out of which majority is in dematerialized form.
During the year under review your Company has not accepted any Deposits from thepublic falling within the ambit of Section 73 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 andits businesses is given in the Management Discussion and Analysis which forms part of theAnnual Report.
As on March 312016 your Company has following Subsidiaries:
1. BALAJI MOTION PICTURES LIMITED (BMPL):
Balaji Motion Pictures Limited (BMPL) is the movie production arm of Balaji TelefilmsLimited (BTL) one of India's leading integrated media conglomerate. This wholly-ownedsubsidiary is engaged in film production and distribution of mostly Hindi moviesleveraging the creative abilities of Ms. Ekta Kapoor and the commercial vision of Mrs.Shobha Kapoor.
During the year we leveraged our franchise value by exploring a sequel and releasingthe sex comedy Kya Kool Hain Hum-3 in January 2016. In FY2017 so far we released threemovies - the biopic Azhar Udta Punjab and the comic caper Great Grand Masti. Three moreare lined up for release in the immediate future - A Flying Jatt Super Singh HalfGirlfriend. We are beefing up our slate by planning to release at least one movie everyquarter. We building franchises creating characters focusing on our genre potential andhave a strategic thrust on sequels. For FY2017 and FY2018 we have 4-6 movies acrossdiverse concepts genres and budgets. The aim of BMPL is to emerge as one of the top 3movie production houses in India with a strategic thrust on sequels and exploringdifferent models of production. Besides our own production BMPL will continue to leverageour relationships through the co-production model.
2. BOLT MEDIA LIMITED (BOLT):
BOLT Media Limited is a 100% subsidiary of Balaji Telefilms Limited. It has establisheditself in the market for its quality programming and created a niche in a competitiveenvironment. In a span of three years of its operations it worked on a couple of TV showswhich were well-appreciated by the audiences. It is looking at second season of some ofthe shows. Two TV shows created earlier were aired by broadcasters on EPIC channel. One ofthese was a 10-series epic documentary Rakht while Dharma Kshetra was a 26-seriesneo-mythological courtroom drama. Besides short-format shows the subsidiary also createda TV series aimed at youth-based entertainment. It also produces TV commercials andweb-based advertisements for several corporates. Its earlier TV shows - Ye Jawaani TaraRiri a 78-part series for a bi-weekly show on Channel V and Love by Chance an episodicromcom on Bindaas TV have been well received by the audiences.
Among its other key achievements over the years it created a special 100-part webseries "Kelloggs Wale Guptajiki Family". Aired in March 2015 the show garneredrave reviews hitting 5 million views in a month. The show displayed recipes where Kelloggswas used as a key ingredient. It also created a two-part documentary series for theNational Geographic channel based on the 1990s. Besides archival footage on the 1990seminent personalities such as P Chidambaram Ram Gopal Verma Rajdeep Sardesai DiyaMirza Pankaj Kapoor Shekhar Suman Uday Shankar among others provided a retrospectivelandmark social and political view on the said decade.
3. MARINATING FILMS PRIVATE LIMITED (MFPL):
Marinating Films Private Limited is a subsidiary of BTL. It owns the concept formatand all proprietary rights and intellectual property rights in Box Cricket League (BCL)The Indian Telly Calender (ITC) and Indian Television Style Awards (TSA) organised on ayearly basis. The Box Cricket League is an interesting IP with 8 teams owned by a mix ofcelebrities including RJs sports commentators and some ex-players. In the show male andfemale stars play on-field together scaling the entertainment higher.
During FY2016 the BTL arm identified some interesting properties to build itsinventory of IP-based shows and strengthen the content library. Box Cricket League -Season 2 was telecast on Colors in March 2016 while Television Style Awards was alsoaired on the channel. To expand the property we also licensed the regional right of BoxCricket League Punjab to Zam Media which was aired on 9X Tashan during May 2016. TellyCalendar 2016 Taiwan was executed and launched in December 2015. New shows have been linedup which include Desi Explorer and India's Super Shopper one-of-its-kind interactivegame show.
4. CHHAYABANI BALAJI ENTERTAINMENT PVT. LIMITED (CBEPL):
Chhayabani Balaji Entertainment Private Limited (CBEPL) is a subsidiary of BalajiTelefilms Limited (BTL) in partnership with Kolkata-based Chhayabani Private Limited. Wecreated and produced two TV shows during the year - a musical show Phire Asher Gaan anon-fiction show for Star Bangla; and Sohagi Sindur a Bengali fiction daily on ColorsBangla. We are also collaborating with Zee Bangla for a daily fiction programming withtravel love stories. In addition to this we are also creating a 13-episode Bengaliweb-series for Balaji's upcoming digital channel ALT.
CBBEPL leverages BTLs competitive strengths to produce entertainment across the mediaand Chhayabani's glorious heritage of producing extremely notable films in Bengal. Thecollaboration has brought together two different media houses with distinctive strengthsto create exciting content while also attracting high-quality talent. Chhayabanicontinues to be the preferred partner for Balaji given its cinematic excellence andpassion to produce quality entertainment products. Moving ahead we are open to aprogramming mix of diverge genres new concepts and innovative formats including dailysoaps short format series reality shows or weekend shows. There are also plans to launchseveral shows in Bengali and the South Indian languages through local tie-ups. We are alsolooking at leveraging our content in Hindi in the regional space and strengthening ourregional offering.
5. ALT DIGITAL MEDIA ENTERTAINMENT LIMITED (ALT DIGITAL):
The Company's digital content business is housed under ALT Digital Media EntertainmentLtd (ALT Digital) which was incorporated as a wholly-owned subsidiary in August 2015.Through the subsidiary we have made a strategic foray into the B2C digital contentbusiness segment to monetise the incredible potential of original premium on-demandentertainment. To launch and expand the digital media unit BTL raised ' 150 crore byissuing preference shares to global investors. The unit will operate an over-the-top (OTT)platform that will offer subscription-based video on-demand services. It has been floatedwith an aim to churn out original shows for web and mobile users. The move reflects BTLsstrategic intent to expand its entertainment expertise by creating enjoyable and engagingcontent for digital audiences targeted towards urban Indians and the Indian Diaspora. Thedigital channel - ALT Digital - is slated for launch in October 2016. ALT will createhighly differentiated original digital content for the entire ecosystem spanning mobilescomputers tablets smart TVs and game stations. It will present all-new originalexclusive and fresh content across genres available only on ALT Digital and developedsolely for the digital consumer.
EVENT MEDIA LLP :
Events Media LLP is a Limited Liability Partnership (LLP) between Balaji TelefilmsLimited (BTL) and Select Media Holdings Private Limited. It is a sunrise venture whichenables BTL to make a foray into the allied segment of event management and alsofacilitates in creation of new IPs and monetising the growing market. Events Media LLPaspires to create new intellectual property or enable value addition through Films &TV Awards promotional events and other such events related to the entertainment industry.During the year under review BTL and Events Media LLP produced Star Box Office IndiaAwards. It also produced and broadcasted special shows on Valentine's Day and Mother'sDay. In addition to this several other event ideas are currently being negotiated withleading General Entertainment Channels (GECs).
audited financial statements of the subsidiaries :
The Audited Financial Statements the Auditors Report thereon and the Board Report withapplicable annexure for the year ended March 31 2016 for the Subsidiary Companies areannexed along with the Annual Report.
Further a statement containing the salient features of our subsidiaries in theprescribed format AOC-1 is appended as Annexure I to this Report.
The Company has adopted a Policy for determining Material Subsidiaries in terms ofRegulation 16 (1) (c) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 ('Listing Regulations'). The Policy asapproved 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 theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Companies Act 2013 ('the Act') read with Rule 7 of theCompanies (Accounts) Rules 2014 form part of the Annual Report and are reflected in theConsolidated Financial Statements of the Company.
MATERIAL EVENTS OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
No material events have occurred between the end of Financial Year 2015-2016 and thedate of this report which have effect over the financial position of the Company.
In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Mr. Jeetendra Kapoor Director of the company retires by rotation at the ensuingAnnual General Meeting of the Company and being eligible has offered himself forreappointment and your Board recommends his re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from all the Independent Directors ofthe Company confirming that they meet the criteria of independence as prescribed bothunder Section 149(6) of the Companies Act 2013 and Regulation 16 (1) (b) of the ListingRegulations. In the opinion of the Board they fulfill the conditions of independence asspecified in the Act and the Rules made there under and are independent of the management.
During the year under review there has been no change in Directors & KeyManagerial Personnel of the Company.
AUDITORS : STATUTORY AUDIT :
M/s Deloitte Haskins & Sells LLP Chartered Accountants Statutory Auditors of theCompany hold office till the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment.
Further M/s Deloitte Haskins & Sells LLP Chartered Accountants have furnished acertificate to the effect that their re-appointment if made would be in accordance withthe conditions prescribed under section 139 of the Companies Act 2013 and they are notdisqualified for re-appointment as per section 141 of the said Act.
COST AUDIT :
In accordance with Companies (Cost Records and Audit) Rules 2014 and Companies (CostRecords and Audit) Rules 2014 Cost Audit is not applicable to the Company.
Pursuant to the provisions of Section 204 of Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company appointedM/s K.C. Nevatia & Associates as Secretarial Auditors of the Company.
The Secretarial Audit Report is appended as Annexure II to this report.
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:
Statutory Auditor's Report-
There were no qualifications reservations or adverse remarks made by the StatutoryAuditors in their report.
Secretarial Auditor's Report-
The provisions of Section 135 of the Companies Act 2013 are applicable to the Companyand accordingly a sum of ' 31.79 lacs being 2% of the average net profits of the Companymade during the three immediately preceding financial years were required to be spent bythe Company during financial year 2015-16 as per its Corporate Social ResponsibilityPolicy. However the Company has spent an aggregate amount of ' 26.47 lacs on itsCorporate Social Responsibility activities during the said financial year. Thus the amountof deficit in spending on CSR activities comes to ' 5.32 lacs.
During the year apart from the above mentioned CSR Expenditure amount your company hasalso spent a sum of ' 476750 on victims of Nepal earthquake which is not included inthe above mentioned expenditure. Your Company is in process of investing in more suitableprojects for CSR Activities.
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 CorporateGovernance Section in this Annual Report.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of Annual Return in Form MGT 9 is appended asAnnexure III to this report.
INTERNAL CONTROLS SYSTEMS AND ADEQUACY:
The Board has adopted the policies and procedures for ensuring the orderly andefficient control of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures.
Details of policy developed and implemeted by the company on its corporate socialresponsibility initiatives:
The Corporate Social Responsibility Committee has been entrusted with theresponsibility of formulating and recommending to the Board a Corporate SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany monitoring the implementation of the framework of the CSR Policy and recommendingthe amount to be spent on CSR activities.
The Composition of Corporate Social Responsibility Committee is as follows:
|Chairman: ||Mr. Jeetendra Kapoor - Non-Independent Director. |
|Members: ||Mrs. Shobha Kapoor- Non-Independent 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 inplace a mechanism of reporting illegal or unethical behaviour. The Company has a whistleblower policy wherein the employees are free to report violations of laws rulesregulations or unethical conduct to their immediate supervisor or such other person as maybe notified by the management to the workgroups. The confidentiality of those reportingviolations is maintained and they are not subjected to any discriminatory practice. TheWhistle Blower Policy of the Company is also posted on the website of the Company.
CONSERVATION OF ENERGY:
ENERGY CONSERVATION MEASURES TAKEN BY THE COMPANY:
Our operations are not energy intensive. However significant measures are taken toreduce energy consumption by using energy-efficient computers and by purchasingenergy-efficient equipment. We purchase computers laptops air conditioners etc. thatmeet environmental standards wherever possible and regularly upgrade old equipment withmore energy-efficient equipment. Currently we use Compact Fluorescent Lamp (CFL) fixturesto reduce the power consumption in the illumination system.
The Company's research and development initiative mainly consists of ideation of newsubjects for content production business which are used in the creation of new storylineand tracks. The expenses incurred on such initiatives are not practically quantifiable.
The Company is an integrated player in the entertainment industry and it's business issuch that there is limited scope for new technology absorption adaptation and innovation.However the Company uses the latest technology wherever possible to deliver superiorproduction value as a regular process.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The foreign exchange earnings is ' 8.77 lacs (Previous Year: ' 35.61 lacs) and theforeign exchange outgo is Nil (Previous Year ' 6.45 lacs) as given in Point 23.9 &23.10 in notes forming part of the financial statements.
During the year under review the Company has not accepted any fixed deposit and assuch 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 ANDREMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014:
The requisite details containing the names and other particulars of employees inaccordance with the provisions of Section 197 (12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure V (a) to this Report.
DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014:
The requisite details relating to the remuneration of the specified employees coveredunder Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is appended as Annexure V (b) to this Report.
Your Company has been practicing the principles of good Corporate Governance over theyears and it is a continuous and ongoing process. A detailed Report on CorporateGovernance practices followed by your Company in terms of the listing regulation togetherwith a Certificate from the Auditors confirming compliance with the conditions ofCorporate Governance are provided separately in the Annual Report.
MEETINGS OF THE BOARD:
During the year under review seven (7) meetings of the Board of Directors were heldthe details of which are given in the Corporate Governance Report that forms part of theAnnual Report. The intervening gap between two Board Meetings was not more than OneHundred and Twenty Days.
NOMINATION & REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection & appointment of Directors Senior Management and theirremuneration. The Nomination & Remuneration Policy is attached along with theCorporate Governance Report of the Company that forms part of the Annual Report.
BUSINESS RISK MANAGEMENT:
The Company has in place a Risk Management Policy pursuant to Section 134 of theCompanies Act 2013. The Risk Management framework enables identification and evaluationof business risks and opportunities seeks to create transparency minimize adverse impacton business objectives and enhance the Company's competitive advantage. It also describesthe risk management approach across the enterprise at various levels.
Major risks identified by the business and functions are systematically addressedthrough mitigation actions on a periodic basis. Existing control measures are evaluatedagainst the relevant Key Performance Indicators. The Senior Management of the Company isresponsible for coordinating with the various heads of Departments with respect to riskidentification assessment analysis and mitigation.
RELATED PARTY TRANSACTIONS:
All related party transactions of the Company are placed before the Audit Committee andalso the Board for approval. Transactions with the related parties are disclosed in NoteNo. 23.8 in 'Notes forming part of the financial statements' annexed to the FinancialStatements of the year.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Particulars of Contracts or Arrangements made with related parties referred to inSection 188 (1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended asAnnexure VI to the Board's Report.
MECHANISM FOR EVALUATING BOARD MEMBERS:
One of the key functions of the Board is to monitor and review the Board evaluationframework. The Board works with the Nomination and Remuneration Committee to lay down theevaluation criteria for the performance evaluation of Executive/ Non-Executive/IndependentDirectors. The questionnaire of the survey is a key part of the process of reviewing thefunctioning and effectiveness of the Board and for identifying possible paths forimprovement.
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.
Schedule IV of Companies Act 2013 mandates that annual performance evaluation ofDirectors should be carried out by Independent Directors and annual performance evaluationof Independent Directors should be carried out by other Directors to the exclusion ofDirector being evaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe Corporate Governance Report section in the Annual Report. The Board approved theevaluation process results as collated by the Nomination & Remuneration Committee ofthe Company.
The Company has in place an Anti Sexual Harassment policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.
During the year 2015-16 no sexual harassment complaint has been registered with theCompany.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of loans guarantees and Investments covered under the provisions of Section186 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 wouldimpact the going status of the Company & its future operations.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013
a) In the preparation of the annual accounts for the financial year ended March 312016 the applicable accounting standards had been followed along with proper explanationrelating to any material departures;
b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for the year under review;
c) Proper and sufficient care had been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts for the financial year ended March 312016 had been prepared ona 'going concern' basis; and.
e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
Your Directors wish to acknowledge with gratitude and place on record theirappreciation to all stakeholders - investors customers suppliers business associatesbanks regulatory and governmental authorities for their cooperation assistance andsupport. Your Directors also wish to thank their employees for their dedicated services.
| ||For & on behalf of the Board of Directors |
| ||Sd/- |
|Place: Mumbai ||Jeetendra Kapoor |
|Date: May 17 2016 ||Chairman |
| ||(DIN: 00005345) |