BROADCAST INITIATIVES LIMITED
ANNUAL REPORT 2011-2012
The Members of
Broadcast Initiatives Limited.
The Directors of your Company are pleased to present the Eighth Annual
Report together with the statement of audited accounts for the financial
year ended March 31,2012.
1. FINANCIAL HIGHLIGHTS (Rs. in '000s)
Particulars Financial Year ended Financial Year ended
Match 31,2012 March 31,2011
Net Sales/ 1,30,106 96,121
income from operations
Other Income 1,199 5,472
Total Income 1,31,305 1,01,593
Total Expenditure 6,81,871 6,70,925
Gross Profit/(Loss) before
exceptional and extraordinary (5,50,566) (5,69,332)
items and tax
Exceptional Items 7,00,232 -
Profit before extraordinary
items and tax 1,49,667 (5,69,332)
Extraordinary Items - 41,523
Profit/(Loss) before 1,49,667 (5,27,808)
Deferred Tax (8,299) 1,045
Profit/(Loss) after tax 1,57,966 (5,28,853)
2. TURNOVER AND PROFITS
For the year ended March 31,2012, the Company earned total revenue of
Rs.1,31,305 thousand. An increase of 29% as against previous Rs. 1,01,593
thousand. A detailed discussion on the business performance is presented in
the Management and Analysis section of the Annual Report.
In view of the accumulated losses in past several years, Directors do not
to recommend payment of any dividend during the year.
4. MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with the requirements of the listing agreement, the detailed
review of the operations, performance and future outlook of the Company and
its business is given in the Management Discussion and Analysis Report,
forming part of the Annual Report.
5. SUBSIDIARY COMPANIES
During the year under review, our Company did not have any subsidiary.
Your Company has not accepted any Fixed Deposits from the public and is
therefore not required to furnish information in respect of outstanding
deposits under Non Banking Non-financial Companies (Reserve Bank)
Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.
7. (a) CHANGE IN REGISTERED OFFICE OF THE COMPANY:
During the year, there is no change in the registered office of the
(b) SHARE CAPITAL:
During the year, there is no change in Share Capital of the Company.
8. RIGHTS ISSUE
Your Company had proposed to issue 2,02,51,200 Equity Shares of the face
value 10 each in the ratio of 8 Equity Shares for every 10 Equity Shares by
way of rights issue to the existing shareholders of the company.
Accordingly Company had filed Draft Letter of Offer with Bombay Stock
Exchange Limited (BSE), National Stock Exchange of India Limited (NSE) and
Securities Exchange Board of India (SEBI) and had also received initial
approvals (NOC) of NSE, BSE.
However, considering the present market scenario, the Rights Issue may not
fetch appropriate valuation and the Company may not receive subscription
other than form the promoter members. Your Directors therefore proposed to
not pursue the Rights Issue. Therefore, the Company has withdrawn Draft
Letter of Offer filed with the Securities Exchange Board of India (SEBI).
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, at the 8th Annual General Meeting,
Shri. Waryam Singh and Mr. Deepak Sharma will retire by rotation and being
eligible, offers themselves for re-appointment.
The above re-appointment form part of the Notice of the forthcoming 8th
Annual General Meeting and the respective resolutions are recommended for
Profile of the Director, as required under Clauses 49 of the Listing
Agreement, is part of the explanatory statement to the Notice of the 8*
Annual General Meeting.
Mr. Gautam Adhikari and Mr. Markand Adhikari ceased to be Directors with
effect from 9th September 2011 and Mr. Ashok Kumar Gupta ceased to be
Managing Director and Director with effect form 17th September 2011 and the
Board places its appreciation for their valuable contribution towards the
affairs of the Company.
Mr. Bua Singh ceased to be Director with effect form 3rd March. 2012.
However, considering the Company's requirement for his services, he was re-
appointed as Director of the Company on 6th March, 2012 and holds office as
Additional Director until the forthcoming Annual General Meeting.
Accordingly, his candidature for appointment as a Director is included in
RECONSTITUTION OF FINANCE COMMITTEE:
Consequent upon resignation of Mr. Ashok Kumar Gupta from the office of
Director and resultant resignation from the Finance Committee of the
Company, the Finance Committee was reconstituted on 26th December, 2011 as
Name of the Director Designation
Mr. Waryam Singh Chairman
Mr. Bua Singh Member
RECONSTITUTION OF SHAREHOLDER'S/ INVESTORS GRIEVANCES - CUM - SHARE
TRANSFER COMMITTEE OF THE COMPANY:
Consequent upon resignation of Mr. Ashok Kumar Gupta form the office of
Director and resultant resignation form the Shareholder's / Investors
grievances - cum - Share Transfer Committee of the Company, the
Shareholder's / Investors grievances - cum - Share Transfer Committee was
reconstituted on 26th December, 2011 as follows:
Name of the Director Designation
Mr.M.S. Kapur Chairman
Mr. Bua Singh Member
Mr. Deepak Sharma Member
10. DIRECTOR'S RESPONSIBILITY STATEMENT
As stipulated in Section 217(2AA) of the Companies Act, 1956, your
Directors' subscribe to Directors' Responsibility Statement and confirm
1. in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
2. 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 2011-12 and of the profit of the
company for that period;
3. 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 the assets of the company and for preventing
and detecting fraud and other irregularities; and
4. the annual accounts have been prepared on a going concern basis.
11. APPOINTMENT OF COMPANY SECRETARY
During the year, Mr. Balakrishna Swamy was appointed as Company Secretary
and Compliance Officer of the Company with effect from 23rd November, 2011
in place of Ms. Akshada Kaslay.
12. HUMAN RESOURCE
Your Directors would like to place on record their deep appreciation of all
employees for rendering quality services to every constituent of the
Company be its viewers, producers regulatory agencies, creditors or
shareholders. The unstinting efforts of the employees have enabled your
company to forefront of media and entertainment Business.
13. PARTICULARS OF EMPLOYEES
Ashok Jayesh & Associates, Chartered Accountants, having its office at 501,
HDIL Towers, Anant Kanekar Marg and Bandra (East), Mumbai - 400051 will
retire at the ensuing Annual General Meeting of the Company.
15. CORPORATE GOVERNANCE
In accordance with Clause 49 of the listing agreement, your Company has
ensured continued compliance of Corporate Governance requirements during
the financial year. Your Company lays strong emphasis on transparency,
disclosure and independent supervision to increase various stakeholder's
The repot on Corporate Governance for the financial year 2011-12 is given
as separate section titled 'Report on Corporate Governance' and the
Auditors' Certificate on compliance with Corporate Governance requirements
by the Company is attached to the Corporate Governance Report.
16. LISTING AT STOCK EXCHANGE
The equity shares of the Company continue to be listed on the Bombay Stock
Exchange Limited (BSE) and the National Stock Exchange of India Limited
(NSE). The Company has paid the applicable listing fees to the above stock
exchanges up to date.
17. INTERNAL CONTROL SYSTEM
The Company has in place appropriate internal control systems, commensurate
with its size and nature of operations.
18. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
Your Company is into the business of Broadcasting of News & Current Affairs
and General Entertainment Television Channels. Since these activities do
not involve any manufacturing activity, most information required to be
provided in terms of Section 217(l)(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the Report of the Board of
Directors) Rules, 1988, regarding conservation of energy and technology
absorption are not applicable. However, your Company, being a service
provider, require minimal energy consumption and energy consumption and
19. FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year, your Company has incurred expenditure in foreign currency
to the extent of Rs. 1974 (in '000) as against Rs. 8221 (in '000) in the
previous financial year.
Your Directors wish to place on record their appreciation and sincere
gratitude to the various Departments of the Central and State Government,
Company's Bankers, clients, media and business constituents for their
valuable assistance and support. The Directors also acknowledge the
continued support received from investors and shareholders and the
confidence reposed by them. The Directors place on record their
appreciation for the sincere and dedicated services rendered by all the
employees of the Company.
on behalf of the Board
For Broadcast Initiatives Limited
Date : 10th May,2012
ANNEXURE TO THE DIRECTORS' REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
I. INDUSTRY SCENARIO
The Indian Media and Entertainment industry registered a growth of around
12% during the year 2011. The said progress in the industry is mainly on
account of strong development in the non metro developing and small cities
across the country. Further there has been continued growth in the regional
media as well. There had been challenges to the Indian economy and
consequently to the media and entertainment industry as well. As per the
FICCI - KPMG Report, the industry is expected to register CAGR of around
15% to touch INR 1,457 billion by 2016.
II. MEDIA & BROADCASTING INDUSTRY OVERVIEW :
The Indian Media and Entertainment Industry is growing at a good pace,
particularly in the Tier II & Tier III towns of the country reaching to
large number of regional masses. The television industry is reaching the
parts of the country with large TV market. Cable and Satellite (C&S) have
already penetrated with the soaring growth shown by the DTH platform. Many
subscribers in the small cities are adopting the satellite based television
services through DTH. New technologies like High Definition (HD), STBs (Set
Top Boxes) with inbuilt recorders and delivery platforms like mobiles are
rapidly evolving, creating further opportunities for innovation and growth.
The television and broadcasting industry has grown tremendously over the
last two decades, with an average growth rate in double digits Viewers are
able to access niche content easily on DTH platform even in smaller
markets. The television industry is expected to grow at a CAGR of over 17%
over 2011-16 to reach INR 735 billion by 2016. The TV industry is likely to
keep growing as the penetration in Indian market is still around 60 % of
India is one of the largest media consuming markets in the world; however,
the medium has many drivers in place for growth in the years ahead. There
is a great demand for satellite bandwidth with the introduction of HD
channels, the HITS platform, existing DTH channel expansion plans, new
channel launches, VSAT services. Sectors such as animation & VFX, digital
advertising and gaming are fast developing. Further Radio is also expected
to display a healthy growth rate. The digital advertising is expected to
grow at CAGR of 30% by 2016.
The Media & Entertainment Industry is witnessing steady pace in its growth
and same will be experienced in the current financial year.
III. KEY TRENDS AND INDUSTRY DRIVERS:
* Growth in Digitization:
Digital Technology will continue to play an instrumental role in media
distribution through growth of DTH and digital cables. Digitization has
enabled wider and - cost effective reach across the country. It continues
to be a key growth driver for the Indian Media & Entertainment Industry.
Regional media consumption is expected to continue to rise in the tier 2
and tier 3 cities. Regional players have achieved scale and are now looking
to go National. Geographical expansion by existing players in television,
print and radio is expected to intensify competition and leading to
interesting times for these industries.
* Introduction of New Technology & Innovations:
Over a period of time, new hi-tech gadgets have been introduced in the
market. Smart Phones, PCs, Tablet PCs, Communication Devises, Gaming
Devises are creating revolution in the Media usage. The consumers are
increasing due to the use of the said gadgets and consequently positively
impacted the distribution. With the help of new technology in the
Media & Entertainment, there is a need for innovation as per the
requirement of the audience. The changes in the way media is consumed are
being driven by factors such as content pull from telecom service providers
due to the 3G launch, emerging gaming platforms and innovation in
technological devices such as tablets. Convergence of media, m-commerce and
emergence of an application economy are the expected trends likely to
emerge. It is becoming increasingly important for industry players to
continuously innovate new formats and strategies in order to enable brand
loyalty help expand the market. Availability of infrastructure and
appropriately pricing content across these new media platforms are expected
to be critical success factors for the Indian market.
* Regulatory changes:
The implementation of regulations relating to digitization for cables,
copyrights for radio and introduction of 4G, Government's thrust on
digitization and addressability for cable television, is expected to
increase the pace of digitization leading to tremendous growth in DTH and
digital cable. As the government, regulatory bodies and members of the
industry actively work together, reforms that aid the development of Indian
media companies will act as a catalyst to the growth of the sector.
IV. PROJECTS AND EXPANSION PLANS:
Keeping the constant innovative and competitive media industry in mind Live
India is geared up to face the new challenges and for this purpose we are
constantly upgrading ourselves in terms of manpower, content and
1. Currently we have total 5 (five) OB vans available for live broadcasts
from any part of the country.
2. Live India has 9 regional news bureaus equipped with latest
communication system (viz. lease lines) which enabled us to receive live
news feeds from these news bureaus. These bureaus are Delhi, Chandigarh,
Srinagar, Bhopal, Ahmedabad, Patna, Jaipur, Kolkata, Lucknow. This year we
plan to expand our news gathering base to at least three new bureaus which
will enable us to broadcast anything live from these centers and also our
news anchors will able to hold live discussions with our guests sitting
anywhere in these news centers. This up gradation will make Live India's
news gathering mechanism one of the most wide spread networks in India. We
already have super bureaus in New Delhi and Mumbai with all the latest
studio facilities equipped for live telecast 24 hours.
3. We are in a process of expanding and comprehensive plan is being drawn
up to revamp our reach throughout the country in the regional market.
4. To enhance the reach of Liveindia, we have tied up with Apalaya TV and
are in the process of identifying other such 2G/3G mobile TV service
5. Live India is available on DTH platform of Dish TV, Reliance Digital TV,
Airtel Digital TV and we are in talks with Videocon D2H.
V. FACTS OF GROWTH OF CHANNEL & COMPARISON WITH OTHER CHANNELS IN INDUSTRY
Performance of Live India Channel during the financial year 2011-12 was
satisfactory. We produced certain top stories / breaking news. For
reference some of the top programs/stories are as follows:
* India Prime (Anna V/s Sarkar), Date: 17th August 2011
* Aarakshan with Amitabh, Date: 5th August 2011
* Evening Time, Laagan, Date: 23rd July 2011
* Anna Hazare at Live India, Date: 7th June 2011
* Baba Ram Dev in Ramlila Ground - LIVE, Date: 5th June 2011
* Prime Time Idiot Box, Date: 2nd June 2011
* Kal Aaj aur Kal, Date: 1st May 2011
* Mera vastu Mera Bhagya, Date: 30th April 2011
* Param Dham Ko Sai, Date: 24th April 2011
* Hitler, Date: 20th April 2011
* IPL-IndianPaisa League, Date: 11th April 2011
* India Prime, Date: 8thApril 2011
* India Prime - Anna Hazare movement, Date: 8th April 2011
The Entertainment and Media Industry grows with expanding economy. The
phenomenal growth in the entertainment and media sector can be attributed
to economic growth, rising income levels, rise in consumer spending,
technological advancements, innovation and policy initiatives taken by the
Indian government. The Youth have been one of the important consumers of
the Media industry. Broadcasting youth related informative and educative
programs would help in the growth. The Company envisages growth due to rise
in advertisement expenditure and rich content, consequently rise in
The dependence on few people, highly fragmented media sector and high cost
of production continues to slow down the growth measures taken by the
Piracy, rising competition, changing Government policies, increased in
labor & energy costs are the major reasons having adverse impact on the
Indian Media and Entertainment industry.
Your Company emphasizes on the quality of the content of the channel in
order to get back the share, lost due to competition from other media
The turnover of the Company may have a negative impact also due to the
liquidity crunch in the financial markets. Your Company has already taken a
due precaution of the same and has decided to decrease the expenditure
required for the production by cutting back on the avoidable expenses.
VIII. INTERNAL AUDIT, CONTROL SYSTEM AND THEIR ADEQUACY
Adequate systems of internal controls that commensurate with the size of
operation and the nature of business of the Company have been implemented.
The Company has adopted the best practices in implementing the Internal
Control System to safeguard company's assets from unauthorized use or
disposition, to provide constant check on cost structure, to provide
adequate financial and accounting controls and implement accounting
standards. It helps the Company to comply with the rules, regulations,
standards and laws.
IX. HUMAN RESOURCE MANAGEMENT
The Company places major emphasis on providing a safe & a healthy working
environment to all its employees. We encourage our employees to achieve the
vision, objectives of the organization together with their own personal
goals.. The field being one which requires absolute creativity, the
performance of its employees is reviewed so as to provide them job
enrichment opportunities. Further we endeavor to create an environment
where employee can use their capabilities in support of the business.
X. CAUTIONARY STATEMENTS
The Management of Broadcast Initiatives Limited is responsible for the
Financial information that appear in this report. It is in conformity with
the accounting principles generally accepted in India and therefore may
include amounts based on judgements and estimates.
Statements made in the Management Discussion and Analysis Report describing
the Company's objective, projections, estimates, expectations may be
'forward looking statements' within the meaning of applicable laws and
regulations, based on the beliefs of the management of your Company.
Such statements reflect the Company's current views with respect to the
future events and are subject to risks and uncertainties. Many factors
could cause the actual result to be materially different from those
projected in this report, including among others, changes in the general
economic and business conditions affecting demand/supply and price
conditions in the segment in which the Company operates, change in business
strategy, interest rates, inflation, deflation, foreign exchange rates,
competition in the industry & other incidental factors.