Sri Adhikari Brothers Television Network Limited
Your Directors present the 21st Annual Report together with the AuditedFinancial Statements of the Company for the Financial Year ended on 31st March2016.
(Rs. in millions)
|Particulars ||Year ended 31st March 2016* ||Year ended 31st March 2015 |
|Total Revenue from business ||1079.15 ||912.55 |
|Earnings before Finance charges Depreciation and Tax ||369.11 ||246.14 |
|Less: Exceptional Items ||89.81 ||0.00 |
|Less: Finance charge ||113.90 ||65.36 |
|Earnings before Depreciation and Tax (EBDTA) ||165.40 ||180.78 |
|Less: Depreciation ||153.47 ||118.48 |
|Earnings/(Loss) before TaxAdjustments (EBTA) ||11.93 ||62.30 |
|Tax Expenses ||9.56 ||14.80 |
|Profit / (Loss) After Tax (PAT) ||2.37 ||47.49 |
|Profit b/f from previous year ||57.50 ||36.42 |
|Surplus available for Appropriation ||59.87 ||83.91 |
|Less: Dividend related to earlier year ||0.00 ||0.98 |
|Less: Proposed Dividend ||20.97 ||20.97 |
|Less: Tax on Proposed Dividend (Current Year) ||4.39 ||4.46 |
|Balance carried to Balance Sheet ||34.51 ||57.50 |
*The figures for the year ended 31st March 2016 includes results fordiscontinued operations. For further details refer note 23 to Notes to Accounts ofStandalone Financial Statements.
The comments of the Board of Directors on the financial performance have been providedunder the Management Discussion and Analysis which forms part of the 21stAnnual Report.
The Company's overall performance during the year under review was satisfactory. Basedon the performance your directors are pleased to recommend a final dividend of Rs. 0.60per Equity Share (Previous Year Rs. 0.60 per Equity Share) being 6% of the paid-up EquityShare Capital of the Company for the financial year ended on 31st March 2016.The final dividend if approved by the members will absorb total cash outflow of Rs.25.36 millions including Dividend Distribution Tax of Rs. 4.39 millions. The dividendshall be payable to those members whose names appear on the register of members as on thedate of Annual General Meeting i.e. 28th September 2016.
UPDATE ON THE COMPOSITE SCHEME OF AMALGAMATION AND ARRANGEMENT:
During the year under review the Hon'ble High Court of Judicature at Bombay had videits order dated 21st November 2015 sanctioned the Composite Scheme ofAmalgamation and Arrangement between Maiboli Broadcasting Private Limited (MBPL) and SriAdhikari Brothers Assets Holding Private Limited (SAB Assets) and Sri Adhikari BrothersTelevision Network Limited (SABTNL) and UBJ Broadcasting Private Limited (UBJ) and HHPBroadcasting Services Private Limited (HHP) and MPCR Broadcasting Service Limited (MPCR)and TV Vision Limited (TVL) and SAB Events & Governance Now Media Private Limited (SABEvents) (Formerly known as 'Marvick Entertainment Private Limited') and their respectiveshareholders ("Scheme") under Section 391 to 394 of the Companies Act 1956 readwith Section 78 Section 100 to 103 of the Companies Act 1956 and Section 52 and otherrelevant provisions of the Companies Act 2013. The Scheme inter-alia involved thedemerger of Broadcasting Business Undertaking and Publication Business Undertaking of theCompany into TVL and SAB Events respectively with effect from the demerger appointed datei.e. 15th January 2016.
In terms of the Scheme TVL and SAB Events were required to issue and allot to eachmember of SABTNL whose name was recorded in the register of members of SABTNL as on theRecord Date in the following ratio:
1 (One) Equity Share of TVL for every 1(One)equityshareheldbytheequityshareholderinSABTNL;
3 (Three) Equity Shares of SAB Events for every 10 (Ten) equity shares held bythe equity shareholder in SABTNL;
10000 (Ten Thousand) Preference Shares of TVL and SAB Events to the preferenceshareholders of SABTNL on proportionate basis.
Pursuant to the Scheme the Company had fixed 23rd March 2016 as the RecordDate to determine its shareholders who would be entitled to the shares of TVL and SABEvents. Accordingly the Board of Directors of TVL and SAB Events had on 30thMarch 2016 allotted equity and preference shares to those shareholders of the Companywhose name appeared in the Register of Members on the record date.
The Scheme inter-alia provided for:
Merger of MBPL with the Company w.e.f. Appointed Date i.e. 1st April2015; No Equity shares were issued pursuant to the merger as MBPL is wholly ownedsubsidiary of the Company;
Demerger of Publication Business Undertaking of SAB Assets into the Companyw.e.f. Appointed Date i.e. 1st April 2015; 2381068 Redeemable PreferenceShares of Rs. 10/- each were issued and allotted by the Company to the equity shareholdersof SAB Assets on a proportionate basis;
Demerger of Broadcasting Business of the Company into TVL w.e.f. 15thJanuary 2016;
Demerger of Broadcasting Business of UBJ HHP and MPCR into TVL w.e.f. 15thJanuary 2016;
Demerger of Publication Business of the Company into SAB Events w.e.f. 15thJanuary 2016;
Reduction of Securities Premium Account of the Company; and
Various other matters consequential supplemental or otherwise integrallyconnected therewith SHARE CAPITAL:
Upon this Scheme made effective i.e. 15th January 2016 the AuthorizedShare Capital of the Company was increased to Rs. 485000000 (Rupees Forty Eight CroresFifty Lakhs Only) comprising of Rs. 461000000 (Rupees Forty Six Crores Ten Lakhs Only)divided into 46100000 Equity Shares of Rs. 10/- each and Rs. 24000000/- (Rupees TwoCrores Forty Lakhs Only) divided into 2400000 Redeemable Preference Shares of Rs. 10/-by addition of the Authorized Share Capital of MBPL pursuantto merger.
In terms Clause 16.1 of Part III of the Scheme on 10th March 2016 theCompany issued and allotted 2381068 (Twenty Three Lakhs Eighty One Thousand and SixtyEight) 0.01% Non-Cumulative Non-Convertible Redeemable Preference Shares("NCNCPS") of the face value of Rs. 10/- each. Consequently pursuant to Clause25.3 and 33.2 of the Scheme 20000 (Twenty Thousand) 0.01% NCNCPS stood cancelled on aproportionate basis.
After taking into consideration the allotment and cancellation of Preference Sharesthe paid up capital of the Company is Rs. 373055680/- (Rupees Thirty Seven Crores ThirtyLakhs Fifty Five Thousand Six Hundred Eighty Only) comprising of 34944500 Equity Sharesof Rs. 10/- and Rs. 23610680/- (Rupees Two Crores Thirty Six Lakhs Ten Thousand SixHundred and Eighty Only) comprising of 2361068 (Twenty Three Lakhs Sixty One Thousandand Sixty Eight) 0.01% NCNCPS of the face value of Rs. 10/- each.
During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
In accordance with the provisions of Section 152 of the Companies Act 2013 read withRules made thereunder and the Articles of Association of the Company Mr. Gautam AdhikariChairman & Whole Time Director (DIN: 00026444) of the Company retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.The Board recommends the re-appointment of Mr. Gautam Adhikari.
During the year under review Mr. Pritesh Rajgor was appointed as an IndependentDirector of the Company for a period of 5 (Five) years w.e.f. 14th July 2015.
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and Clause 49 of the erstwhile Listing
Agreement read with Regulation 16(l)(b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as "ListingRegulations").
As stipulated under the Regulation 36(3) of the Listing Regulations and SecretarialStandards on General Meetings (SS-2) issued by the Institute of Company Secretaries ofIndia (ICSI) brief resume of the Director proposed to be re-appointed is given in theNotice convening the ensuing Annual General Meeting.
During the year under review Mr. Manav Dhanda was re-designated as Chief ExecutiveOfficer (CEO) of the Companyw.e.f 29th May 2015.
Mr. Arun Khakhar Independent Director resigned from the Directorship of the Companyw.e.f 15th April 2015. The Board expresses its appreciation for his valuableguidance as an Independent Director.
ANNUAL PERFORMANCE EVALUATION:
In terms of applicable provisions of the Companies Act 2013 read with Schedule IV ofthe Companies Act 2013 and Regulation 17 of the Listing Regulations the Board ofDirectors has put in place a process to formally evaluate the effectiveness of the Boardalong with performance evaluation of each Director to be carried out on an annual basis.
Accordingly the Performance Evaluation of Independent Directors was done by the entireBoard excluding the Director being evaluated and evaluation of the Board as a whole wasdone by Independent Directors for the financial year 2015-16. The Board has also carriedout evaluation of the working of its Audit Stakeholders' Relationship and Nomination andRemuneration Committees. The criteria devised for performance evaluation consists ofmaintaining confidentiality maintaining transparency participation in company meetingsmonitoring compliances sharing the knowledge and experience for the benefit of theCompany.
MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and decide on Company's business policyand strategies apart from other routine matters. During the year under review the Boardmet 13 (Thirteen) times. The details of the meetings of Board of Directors and theattendance of the Directors at the meetings are provided in the Report on CorporateGovernance. The intervening gap between any two consecutive meetings did not exceed onehundred and twenty days.
COMMITTEES OF THE BOARD:
During the year under review consequent to the changes in the Board of Directors ofthe Company the Committees of the Board were re-constituted in accordance with theprovisions of the Companies Act 2013. For the period under review there are fourCommittees of the Board as follows:
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
4. Share Transfer Committee (discontinued w.e.f 12th February 2016)
The composition of the Committee/s after re-constitution is detailed below:
|Sr. No. ||Name of Director ||Audit Committee ||Stakeholders' Relationship Committee ||Nomination and Remuneration Committee ||Share Transfer Committee |
|1 ||Mr. Arun Khakhar ||Chairman (upto 15.04.2015) ||Chairman (upto 15.04.2015) ||Chairman (upto 15.04.2015) ||- |
|2 ||Mr. Prasannakumar Gawde ||Chairman (w.e.f. 15.04.2015) ||Chairman (w.e.f. 15.04.2015) ||Chairman (w.e.f. 15.04.2015) ||- |
|3 ||Mr. Manmohan Singh Kapur ||Member ||Member ||Member ||- |
|4 ||Mr. Gautam Adhikari ||Member ||- ||- ||Chairman |
|5 ||Mr. Markand Adhikari ||- ||- ||- ||Member |
|6 ||Mrs. Kalindi Jani ||Member ||Member ||Member ||Member |
|7 ||Mr. Pritesh Rajgor ||Member (w.e.f. 14.07.2015) ||Member (w.e.f. 14.07.2015) ||Member (w.e.f. 14.07.2015) ||- |
Details of the Committees with respect to their terms of reference meetings andattendance at the meetings held during the year are provided in the Report on CorporateGovernance forming part of this Annual Report.
AUDIT COMMITTEE AND ITS COMPOSITION:
The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013 and Regulation 18 of the Listing Regulations. The Composition of theAudit Committee is given in the Report on Corporate Governance which is annexed to thisReport.
The Audit Committee of the Company reviews the reports to be submitted to the Board ofDirectors with respect to auditing and accounting matters. It also supervises theCompany's internal control and financial reporting process.
Pursuant to provisions of Section 178 of the Companies Act 2013 read with Rules madethereunder Regulation 19 of the Listing Regulations and on the recommendation of theNomination and Remuneration Committee the Board has adopted a Policy on criteria forappointment of Directors Key Managerial Personnel Senior Management and theirremuneration. The salient features of the Remuneration Policy are stated in the Report onCorporate Governance which forms part of this Annual Report.
RISK AND AREAS OF CONCERN:
Pursuant to the provisions of Regulation 21 of the Listing Regulations the Company hasdevised and adopted a Risk Management Policy and implemented a mechanism for riskassessment and management. The policy provides for identification of possible risksassociated with the business of the Company assessment of the same at regular intervalsand taking appropriate measures and controls to manage mitigate and handle them. The keycategories of risk covered in the policy are Strategic Risks Financial Risks OperationalRisks and such other risk that may potentially affect the working of the Company. TheBoard and the Audit Committee periodically review the risks and suggest steps to be takento control and mitigate the same through a properly defined framework.
WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy/Vigil Mechanism as per the provisionsof Section 177 of the Companies Act 2013 and Regulation 22 of the Listing Regulations.The Policy provides a mechanism for reporting of unethical behavior and frauds to themanagement. The mechanism provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee in the exceptional cases. The details of the Vigil MechanismPolicy are explained in the Report on Corporate Governance and also available on thewebsite of the Company athttp://adhikaribrothers.com/pdf/Viail%20Mechanism%20or%20Whistle%20Blower%20PolicvSABTNL.PDF.
We affirm that during the financial year 2015-16 no employee or director was deniedaccess to the Audit Committee.
EXTRACT OF ANNUAL RETURN:
In accordance with the provisions of Section 92(3) of the Companies Act 2013 and theRules framed thereunder an Extract of Annual Return in the prescribed Form MGT 9 isappended to this Report as "A nnexure I".
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The particulars of Loans Guarantees and Investments made by the Company under theprovisions of Section 186 of the Companies Act 2013 are provided in the notes toFinancial Statements.
PARTICULARS OFTHE EMPLOYEES AND REMUNERATION:
Pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 details of the ratioof remuneration of each Director to the median employee's remuneration are appended tothis report as "Annexurell - Part A".
During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 and Rule5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.Other information as required under the said provisions is appended to this report as"Annexure II - Part B".
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED UNDER SECTION188(1) OF THE COMPANIES ACT 2013:
All the transactions with related parties were in the ordinary course of the businessand on arm's length basis and are reported in the Notes to the Financial Statements.During the financial year under review the Company has not entered into any materialtransactions with related parties. Accordingly the disclosure of Related PartyTransactions as required under Section 134(3) of the Companies Act 2013 in FormAOC-2 isnot applicable.
In accordance with the provisions of Regulation 23 of the Listing Regulations theCompany has formulated the Policy on Related Party Transactions and the same is uploadedon the Company's website athttp://adhikaribrothers.com/pdf/Policv-on-Related-Partv-Transactions_SABTNL.PDF.
SUBSIDIARY ANDASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:
As on 31st March 2016 the Company has 2 (Two) Subsidiary Companies and 2(Two) Associate Companies. The details of the above mentioned companies are mentioned inReport on Corporate Governance forming part to the Annual Report.
During the year under review pursuant to the Scheme 2 (Two) Wholly Owned SubsidiaryCompanies 3 (Three) Step Down Subsidiary Companies and 1 (One) Associate Company ceasedto be the Subsidiary Step Down Subsidiary and Associate Companies of the Company w.e.f 15thJanuary 2016.
During the year the Board of Directors ('the Board') reviewed the affairs of thesubsidiaries and associates. In accordance with Section 129(3) of the Companies Act 2013we have prepared Consolidated Financial Statements of the Company its subsidiaries andassociates which form part of the Annual Report. Further a statement containing thesalient features of the Financial Statement of our subsidiaries and associates in theprescribed format AOC-1 is forming part of Financial Statements. The statement alsoprovides the details of performance financial positions of each of the subsidiaries.
In accordance with Section 136 of the Companies Act 2013 the Audited FinancialStatements including the Consolidated Financial Statements and related information of theCompany are available on the Company's website athttp://www.adhikaribrothers.com/financials/.
These documents will also be available for inspection at the Registered Office of theCompany and of the subsidiary and associate companies during business hours on all workingdays and upto the Annual General Meeting.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act 2013 on Corporate SocialResponsibility is not applicable to the Company. However the Company voluntarily adoptsdifferent measures / initiatives to contribute to the society in the possible way in thelarger interest of the society.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There was no order passed by any regulator or Court or Tribunal which impacts thegoing concern status of the Company or will have bearing on Company's operations infuture.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDOF THE FINANCIAL YEARTO WHICH THIS FINANCIAL STATEMENTRELATES ANDTHE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the Financial Year 2015-16 to which this financial statementsrelate and the date of this report.
M/s. A.R. Sodha & Co. Chartered Accountants Mumbai (FRN: 110324W) were appointedas the Statutory Auditors of the Company and hold office as such upto the conclusion ofthe ensuing Annual General Meeting and are eligible for re-appointment. The Company hasreceived a letter from them to the effect that they are willing to continue as StatutoryAuditors and if re-appointed their re-appointment would be within the limits prescribedunder Section 139 of the Companies Act 2013 and they are not disqualified from beingappointed as Statutory Auditors of the Company.
On recommendation of the Audit Committee the Board further recommends there-appointment of M/s. A.R. Sodha & Co. Chartered Accountants Mumbai as StatutoryAuditors of the Company to hold office from the conclusion of the ensuing Annual GeneralMeeting upto the conclusion of next Annual General Meeting of the Company and to AuditFinancial Statements for the Financial Year 2016-17 and to fix their remuneration.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhad appointed M/s. Manish Ghia & Associates Company Secretaries Mumbai as theSecretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year2015-16. The Secretarial Audit Report for the Financial Year under review is appended tothis report as "Annexure III".
Pursuant to the provisions of Section 138 of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 the Board on the recommendation of the Audit Committeeappointed Mr. Hari Narayanan Associate Vice President - Commercial of the Company as theInternal Auditor of the Company. The Internal Auditor submits his reports to the AuditCommittee on quarterly basis. Based on the report of internal audit management undertakescorrective action in the respective areas and strengthens the levels of Internal Financialand other operational controls.
INTERNAL FINANCIAL CONTROL:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to Company's Policies safeguardingof assets prevention and detection of frauds and errors the accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures.
The Audit Committee evaluates the Internal Financial Control Systems and strives tomaintain the Standards of Internal Financial Control. The details in respect of InternalFinancial Control and their adequacy are included in the Management Discussion &Analysis which forms part of this Annual Report.
REPORT ON CORPORATE GOVERNANCE:
Pursuant to Regulation 34 read with Schedule V of the Listing Regulations thefollowing have been made a part of the Annual Report and are appended to this report:
Management Discussion and Analysis
Report on Corporate Governance
Auditors' Certificate regarding compliance with conditions of CorporateGovernance
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and adopted a Policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder. There was no complaint reported on sexualharassment during the year under review.
EMPLOYEES'STOCK OPTION SCHEME
The members of the Company through postal ballot process the result of which wasdeclared on 25th July 2014 approved the Issue and Offer of upto 100000Options to the Employees of the Company under SABTNL Employee Stock Option Scheme 2014-15(ESOS 2014-15). During the year under review your Company has not made any grants to theemployees.
Accordingly the validity of the approval received from the shareholders for Issue andOffer of upto 100000 Options to the Employees of the Company under ESOS 2014-15 hasexpired. The Company shall approach the shareholders a fresh if any further such optionsare proposed to be planned.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 details regarding Conservation of Energy TechnologyAbsorption Foreign Exchange earnings and outgo for the year under review are as follows:
A. Conservation of Energy
a. Steps taken or impact on conservation of energy - The Operations of the Company arenot energy intensive. However Company continues to implement prudent practices for savingelectricity and other energy resources in day-to-day activities.
b. Steps taken by the Company for utilizing alternate sources of energy - Though theactivities undertaken by the Company are not energy intensive the Company shall explorealternative sources of energy as and when the necessity arises.
c. The capital investment on energy conservation equipment - Nil
B. Technology Absorption
a. The efforts made towards technology absorption - the technology required for thebusiness has been absorbed as and when required.
b. The benefits derived like product improvement cost reduction product developmentor import substitution - Not Applicable
c. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year) - Not Applicable
d. The expenditure incurred on Research and Development - Not Applicable
C. Foreign Exchange earnings and Outgo
The particulars of Foreign Exchange earnings and outgo are as follows:
(Rs. in millions)
|Particulars ||Year ended 31st March 2016 ||Year ended 31st March 2015 |
|Foreign Exchange earned ||- ||- |
|Foreign Exchange used ||1.80 ||30.80 |
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions contained in Section 134(3)(c) of the Companies Act 2013the Board of Directors state that:
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
b. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
c. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The Board of Directors express their gratitude for the valuable support andco-operation extended by various Government
authorities and stakeholders including shareholders banks financial Institutionsviewers vendors and service providers.
The Board also place on record their deep appreciation towards the dedication andcommitment of your Company's
employees at all levels and look forward to their continued support in the future aswell.
| ||By Order of the Board of Directors |
| ||Gautam Adhikari |
|Place: Mumbai ||Chairman & Whole Time Director |
|Date: 12th August 2016 ||DIN: 00026444 |