Sri Adhikari Brothers Television Network Limited
Your Directors present the 22 Annual Report together with the Audited FinancialStatements of the Company for the Financial Year ended on 31 March 2017.
| || ||(Rs. in Lakhs) |
|Particulars ||Year ended 31 March 2017 ||Year ended 31 March 2016* |
|Total Revenue ||13807.55 ||10791.45 |
|Earnings before Finance charges Depreciation and Tax ||4097.66 ||3691.99 |
|Less: Exceptional Items ||- ||898.11 |
|Less: Finance charge ||1562.64 ||1139.00 |
|Earnings before Depreciation and Tax (EBDTA) ||2535.02 ||1654.87 |
|Less: Depreciation ||1921.86 ||1534.70 |
|Earnings/(Loss) before Tax Adjustments (EBTA) ||613.16 ||119.27 |
|Tax Expenses ||188.90 ||95.96 |
|Profit / (Loss) After Tax (PAT) ||424.26 ||23.68 |
|Profit b/f from previous year ||345.15 ||575.04 |
|Surplus available for Appropriation ||769.41 ||598.72 |
|Less: Proposed Dividend ||- ||209.69 |
|Less: Tax on Proposed Dividend (Current Year) ||- ||43.88 |
|Less: Transferred to General Reserve ||- ||- |
|Balance carried to Balance Sheet ||769.41 ||345.15 |
*The figures for the year ended 31 March 2016 includes results for the discontinuedoperations. For further details refer note no. 22 to Notes to Accounts of StandaloneFinancial 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 22 Annual Report.
REVIEW OF OPERATIONS:
During the year under review the Company earned total revenue of Rs. 13807.55 Lakhsas against Rs. 10791.45 Lakhs in the previous year. The Profit before tax is Rs. 613.16Lakhs as against Profit before tax Rs. 119.27 Lakhs in the previous year. The Profit aftertax is Rs. 424.26 Lakhs as against Profit after tax Rs. 23.68 Lakhs in the previous year.Your Directors expect to continue such better performance in the coming years.
There was no change in Share Capital of the Company during the Financial Year 2016-17.
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 31 March 2017. The finaldividend if approved shall be payable to those members whose names appear on the registerof members as on the date of Annual General Meeting i.e. 25 September 2017.
CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:
There was no change in the nature of business during the Financial Year under review.
During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 (the Act) read with Companies(Acceptance of Deposits) Rules 2014.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
In accordance with the provisions of Section 152 of the Act read with rules madethereunder and the Articles of Association of the Company Mrs. Kalindi Jani Director(DIN : 06955542) of the Company retires by rotation at the ensuing Annual General Meetingand being eligible offers herself for re-appointment. The Board recommends there-appointment of Mrs. Kalindi Jani.
Mr. Manmohan Singh Kapur Independent Director of the Company has resigned from theDirectorship w.e.f. 9 August 2017. The Board expresses its appreciation for his valuableguidance as Director of the Company.
Mr. Rakesh Jain has been appointed as an Additional (Independent) Director of theCompany for period of 5 (Five) years w.e.f 22 August 2017 subject to the approval of theshareholders of the Company.
Mr. Gautam Adhikari is re-appointed as Chairman & Whole Time Director of theCompany for a further period of 5 (Five) years w.e.f. 1 October 2017 subject to theapproval of members.
As stipulated under the Regulation 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations) and Secretarial Standards on GeneralMeetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) briefresume of the Directors proposed to be appointed / re- appointed is given in the Noticeconvening the ensuing Annual General Meeting.
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 Act and Regulation 16(1)(b) of Listing Regulations.
Ms. Lehar Arora Company Secretary & Compliance Officer of the Company has resignedw.e.f. 15 April 2017 and Mrs. Shilpa Jain has been appointed as the Company Secretary& Compliance Officer of the Company with effect from 20 July 2017.
The office of Mr. Manav Dhanda as CEO has been realigned w.e.f. 31 August 2017 fromthe Company to the broadcasting business arm TV Vision Ltd as CEO in view of the Groups'Vision and his abilities to take TV Vision Limited to newer heights.
ANNUAL PERFORMANCE EVALUATION:
In terms of applicable provisions of the Act read with Schedule V to the Act andRegulation 17 of Listing Regulations the Board of Directors has put in place a process toformally evaluate the effectiveness of the Board along with performance evaluation of eachDirector 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 2016-17. The Board has also carriedout evaluation of the working of the 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 OF DIRECTORS:
The Board meets at regular intervals to discuss and decide on Company's business policyand strategies apart from other business. During the year under review the Board met 9(Nine) times. The details of the meetings of Board of Directors and the attendance of theDirectors at the meetings are provided in the Report on Corporate Governance. Theintervening gap between the two consecutive meetings did not exceed one hundred and twentydays.
COMMITTEES OF THE BOARD:
During the year under review the Audit Committee of the Board was re-constituted inaccordance with Listing Regulations and the Act. For the period under review there are 3(Three) Committees of the Board as follows:
1. Audit Committee (Re-constituted on 30.09.2016)
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
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 |
|1 ||Mr. Prasannakumar Gawde ||Chairman ||Chairman ||Chairman |
|2 ||Mr. M S Kapur ||Member ||Member ||Member |
|3 ||Mr. Gautam Adhikari ||Member ||- ||- |
|4 ||Mr. Markand Adhikari ||- ||- ||- |
|5 ||Mrs. Kalindi Jani ||Member (upto 30.09.2016) ||Member ||Member |
|6 ||Mr. Pritesh Rajgor ||Member ||Member ||Member |
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 re-constituted as per the provisions of Section 177 of theAct and Regulation 18 of the Listing Regulations. The Composition of the Audit Committeeis also given in the Report on Corporate Governance which is annexed to this report.
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 Act read with Rules made thereunderRegulation 19 of the Listing Regulations and on the recommendation of the Nomination andRemuneration Committee the Board has adopted a Policy on criteria for appointment ofDirectors Key Managerial Personnel Senior Management and their remuneration. The salientfeatures of the Remuneration Policy are stated in the Report on Corporate Governance whichforms 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 reviews the risk and suggests 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 Act and Regulation 22 of the Listing Regulations. The Policyprovides a mechanism for reporting of unethical behavior and frauds to the management. Themechanism provides for adequate safeguards against victimization of employees who avail ofthe mechanism and also provides for direct access to the Chairman of the Audit Committeein the exceptional cases. The details of the Vigil Mechanism Policy are explained in theReport on Corporate Governance and also available on the website of the Company athttp://adhikaribrothers.com/pdf/Vigil%20Mechanism%20or%20Whistle%20Blower%20Policy_SABTNL.PDF
We affirm that during the financial year 2016-17 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 Act and the Rules framedthereunder the Extract of Annual Return in the prescribed Form MGT-9 is appended to thisReport as Annexure 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 Act are provided in the notes to Financial Statements.
PARTICULARS OF THE EMPLOYEES AND REMUNERATION:
Pursuant to provisions of Section 197 of the Act 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 Annexure II 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 Act and Rule 5(2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Other information asrequired under the said provisions is appended to this report as Annexure II-PartB.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :
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.Accordingly the disclosure of Related Party Transactions as required under Section 134(3)of the Act in Form AOC-2 is not 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/Policy-on-Related-Party-Transactions_SABTNL.PDF.
SUBSIDIARY AND ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS:
As on 31 March 2017 the Company has 1 (One) Subsidiary Company and 1 (One) AssociateCompany. The details of the above mentioned companies are mentioned in Report on CorporateGovernance forming part to the Annual Report.
During the year under review 1 (One) Subsidiary Company and 1 (One) Associate Companyceased to be Subsidiary and Associate Companies w.e.f 15 March 2017 and 30 March 2017respectively.
During the year the Board of Directors reviewed the affairs of the subsidiary andassociate companies. In accordance with Section 129(3) of the Act we have preparedConsolidated Financial Statements of the Company its subsidiary and associate companieswhich form part of the Annual Report. Further a statement containing the salient featuresof the Financial Statement of subsidiary and associate company in the prescribed formatAOC-1 is forming part of Financial Statements. The statement also provides the details ofperformance financial positions of each of the existing subsidiary.
In accordance with Section 136 of the Act the Audited Financial Statements includingthe Consolidated Financial Statements and related information of the Company areavailable on the Company's website at http://www.adhikaribrothers.com/financials/.
These documents will also be available for inspection at the Registered Office of theCompany during business hours on all working days and upto the AGM.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Act on Corporate Social Responsibility are notapplicable to the Company. However the Company voluntarily adopts different measures /initiatives to contribute towards society in every possible ways in the larger interest ofthe society.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There was no order passed by any regulatory 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 END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATES AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Company hasoccurred between the end of the Financial Year 2016-17 to which this financial statementsrelate and to the date of this report.
As per provisions of Section 139 of the Act read with Companies (Audit and Auditors)Rules 2014 the Statutory Auditors of the Company M/s. A. R. Sodha & Co. CharteredAccountants (FRN: 110324W) Mumbai hold office upto the conclusion of the 22 AGM.
Upon recommendation of Audit Committee the Board of Directors of the Company at itsmeeting held on 22 August 2017 have appointed M/s. Pravin Chandak & AssociatesChartered Accountants Mumbai (FRN: 116627W) as Statutory Auditors of the Company for aperiod of 5 (Five) years to hold office from the conclusion of 22 AGM till the conclusionof 27 AGM of the Company subject to approval of shareholders in place of retiringauditors M/s. A. R. Sodha & Co. Chartered Accountants Mumbai.
The Company has received written consent and a certificate that they satisfy thecriteria provided under Section 141 of the Companies Act 2013 and if appointed theirappointment would be within the limits prescribed under Section 139 of the Companies Act2013.
Your Directors recommend the appointment of M/s. Pravin Chandak & AssociatesChartered Accountants Mumbai as Statutory Auditors of the Company to hold office fromthe conclusion of the 22 Annual General Meeting upto the conclusion of 27 Annual GeneralMeeting of the Company and to audit financial statements of the Company.
The Board also places on record its appreciation for the services rendered by M/s. A.R. Sodha & Co. Chartered Accountants Mumbai.
There are no qualifications reservations adverse remarks or disclaimers made byStatutory Auditors in their Report dated 30 May 2017.
During the year under review the Statutory Auditors had not reported any fraud underSection 143(12) of Act therefore no detail is required to be disclosed under Section134(3)(ca) of the Act.
Pursuant to the provisions of Section 204 of the Act read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Board had appointed M/s. ManishGhia & Associates Company Secretaries Mumbai as the Secretarial Auditors to conductSecretarial Audit of the Company for the Financial Year 2016-17. The Secretarial AuditReport for the Financial Year under review is appended to this report as AnnexureIII.
There are no qualifications reservations adverse remarks or disclaimers made bySecretarial Auditors in their Report dated 30 May 2017.
Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts)Rules 2014 the Board on the recommendation of the Audit Committee appointed Mr. HariNarayanan Associate Vice President - Commercial of the Company as Internal Auditor of theCompany. The Internal Auditor submits his reports to the Audit Committee on quarterlybasis. Based on the report of internal audit management undertakes corrective action inthe respective areas and strengthens the levels of Internal Financial and otheroperational 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 attached to this report:
Management Discussion and Analysis
Report on Corporate Governance.
Declaration on Compliance with Code of Conduct
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 has adopted aPolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules made thereunder. There was no complainton sexual harassment during the year under review.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Pursuant to Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts)Rules 2014 details regarding Conservation of Energy Technology Absorption ForeignExchange 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 saving electricity andother 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 Lakhs) |
|Particulars ||Year ended 31 March 2017 ||Year ended 31 March 2016 |
|Foreign Exchange earned ||57.53 ||- |
|Foreign Exchange used ||- ||17.95 |
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions contained in Section 134(3)(c) of the Act the Board ofDirectors state and confirm 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 includingshareholders banks financial Institutions viewers 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 continuedsupport in the future as well.
| ||By Order of the Board of Directors |
| ||Gautam Adhikari |
|Place: Mumbai ||Chairman & Whole Time Director |
|Date: 22 August 2017 ||DIN: 00026444 |