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Sri Adhikari Brothers Television Ltd.

BSE: 530943 | NSE: SABTN | Series: NA | ISIN: INE416A01036 | SECTOR: Media & Entertainment

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Annual Report

For Year :
2016 2015 2014 2013 2012 2011 2010 2009 2008

Director’s Report

To

The Members,

Sri Adhikari Brothers Television Network Limited

The Directors present the 21st Annual Report together with the Audited Financial Statements of the Company for the Financial Year ended on 31st March, 2016.

Financial Highlights:

(Rs. in Millions)

Particulars

Year ended

Year ended

31st March, 20161

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 Tax Adjustments (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

In terms of the Scheme, TVL and SAB Events were required to issue and allot to each member of SABTNL whose name was recorded in the register of members of SABTNL as on the Record Date in the following ratio:

- 1 (One) Equity Share of TVL for every 1 (One) equity share held by the equity shareholder in SABTNL;

- 3 (Three) Equity Shares of SAB Events for every 10 (Ten) equity shares held by the equity shareholder in SABTNL;

- 10,000 (Ten Thousand) Preference Shares of TVL and SAB Events to the preference shareholders of SABTNL on proportionate basis.

Pursuant to the Scheme, the Company had fixed 23rd March, 2016 as the Record Date to determine its shareholders who would be entitled to the shares of TVL and SAB Events. Accordingly, the Board of Directors of TVL and SAB Events had on 30th March, 2016 allotted equity and preference shares to those shareholders of the Company whose 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 April, 2015; No Equity shares were issued pursuant to the merger as MBPL is wholly owned subsidiary of the Company;

- Demerger of Publication Business Undertaking of SAB Assets into the Company w.e.f. Appointed Date i.e. 1st April, 2015; 23,81,068 Redeemable Preference Shares of f 10/- each were issued and allotted by the Company to the equity shareholders of SAB Assets on a proportionate basis;

- Demerger of Broadcasting Business of the Company into TVL w.e.f. 15th January, 2016;

- Demerger of Broadcasting Business of UBJ, HHP and MPCR into TVL w.e.f. 15th January, 2016;

- Demerger of Publication Business of the Company into SAB Events w.e.f. 15th January, 2016;

- Reduction of Securities Premium Account of the Company; and

- Various other matters consequential, supplemental or otherwise integrally connected therewith

SHARE CAPITAL:

Upon this Scheme made effective i.e. 15th January, 2016, the Authorized Share Capital of the Company was increased to Rs. 485,000,000 (Rupees Forty Eight Crores Fifty Lakhs Only) comprising of f 4,61,000,000 (Rupees Forty Six Crores Ten Lakhs Only) divided into 46,100,000 Equity Shares of f 10/- each and Rs. 24,000,000/- (Rupees Two Crores Forty Lakhs Only) divided into 2,400,000 Redeemable Preference Shares of Rs. 10/- by addition of the Authorized Share Capital of MBPL pursuant to merger.

In terms Clause 16.1 of Part III of the Scheme, on 10th March, 2016, the Company issued and allotted 2,381,068 (Twenty Three Lakhs Eighty One Thousand and Sixty Eight) 0.01% Non-Cumulative Non-Convertible Redeemable Preference Shares (NCNCPS) of the face value of f 10/- each. Consequently pursuant to Clause 25.3 and 33.2 of the Scheme 20,000 (Twenty Thousand) 0.01% NCNCPS stood cancelled on a proportionate basis.

After taking into consideration the allotment and cancellation of Preference Shares, the paid up capital of the Company is Rs. 373,055,680/- (Rupees Thirty Seven Crores Thirty Lakhs Fifty Five Thousand Six Hundred Eighty Only) comprising of 34,944,500 Equity Shares of f 10/- and Rs. 23,610,680/- (Rupees Two Crores Thirty Six Lakhs Ten Thousand Six Hundred and Eighty Only) comprising of 2,361,068 (Twenty Three Lakhs Sixty One Thousand and Sixty Eight) 0.01% NCNCPS of the face value of f 10/each.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

In accordance with the provisions of Section 152 of the Companies Act, 2013, read with Rules made thereunder and the Articles of Association of the Company, Mr. Gautam Adhikari, Chairman & Whole Time Director (DIN: 00026444) of the Company, retires by rotation at the 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 Independent Director 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 Company confirming 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 Disclosure Requirements) Regulations, 201 (hereinafter referred to as Listing Regulations).

As stipulated under the Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meetings (SS-2) issue'' by the Institute of Company Secretaries of India (ICSI), brief resume of the Director proposed to be re-appointed is given in the Notice convening the ensuing Annual General Meeting.

During the year under review, Mr. Manav Dhanda was re-designated as Chief Executive Officer (CEO) of the Company w.e f 29th May, 2015.

Mr. Arun Khakhar, Independent Director resigned from the Directorship of the Company w.e.f 15th April, 2015. The Boan expresses its appreciation for his valuable guidance as an Independent Director.

ANNUAL PERFORMANCE EVALUATION:

In terms of applicable provisions of the Companies Act, 2013 read with Schedule IV of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board along 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 entire Board excluding the Director being evaluated and evaluation of the Board as a whole was done by Independent Directors for the financial year 2015-16. The Board has also carried out evaluation of the working of its Audit, Stakeholders'' Relationship and Nomination and Remuneration Committees. The criteria devised for performance evaluation consists of maintaining confidentiality, maintaining transparence participation in company meetings, monitoring compliances, sharing the knowledge and experience for the benefit of the Company.

MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company''s business policy and strategies apart from of the routine matters. During the year under review, the Board met 13 (Thirteen) times. The details of the meetings of Board of Director and the attendance of the Directors at the meetings are provided in the Report on Corporate Governance. The intervening gap between any two consecutive meetings did not exceed one hundred and twenty days.

COMMITTEES OF THE BOARD:

During the year under review, consequent to the changes in the Board of Directors of the Company, the Committees of the Board were re-constituted in accordance with the provisions of the Companies Act, 2013. For the period under review, there are four Committees 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 and attendance at the meetings held during the year, are provided in the Report on Corporate Governance, 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 the Companies Act, 2013 and Regulation 18 of the Listing Regulations. The Composition of the Audit Committee is 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 of Directors with respect to auditing and accounting matters. It also supervises the Company''s internal control and financial reporting process.

REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act, 2013 read with Rules made thereunder, Regulation 19 of the Listing Regulations and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a Policy on criteria for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient features of the Remuneration Policy are stated in the Report on Corporate 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 has devised and adopted a Risk Management Policy and implemented a mechanism for risk assessment and management. The policy provides for identification of possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The key categories of risk covered in the policy are Strategic Risks, Financial Risks, Operational Risks and such other risk that may potentially affect the working of the Company. The Board and the Audit Committee periodically review the risks and suggest steps to be taken to 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 provisions of 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 the management. The mechanism provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee, in the exceptional cases. The details of the Vigil Mechanism Policy are explained in the Report on Corporate Governance and also available on the website of the Company, at

http://adhikaribrothers.com/pdf/Viail%20Mechanism%20or%20Whistle%20Blower%20Policv SABTNL.PDF.

We affirm that during the financial year 2015-16, no employee or director was denied access to the Audit Committee.

EXTRACT OF ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the Companies Act, 2013 and the Rules framed thereunder, an Extract of Annual Return in the prescribed Form MGT 9 is appended 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 the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to Financial 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 ratio of remuneration of each Director to the median employee''s remuneration are appended to this report as “Annexurell - Part A”.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(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 SECTION 188(1) OF THE COMPANIES ACT, 2013:

All the transactions with related parties were in the ordinary course of the business and 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 material transactions with related parties. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in FormAOC-2 is not applicable.

In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has formulated the Policy on Related Party Transactions and the same is uploaded on the Company''s website at

http://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 in Report on Corporate Governance forming part to the Annual Report.

During the year under review, pursuant to the Scheme, 2 (Two) Wholly Owned Subsidiary Companies, 3 (Three) Step Down Subsidiary Companies and 1 (One) Associate Company ceased to be the Subsidiary, Step Down Subsidiary and Associate Companies of the Company w.e.f 15th January, 2016.

During the year, the Board of Directors (''the Board'') reviewed the affairs of the subsidiaries and associates. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared Consolidated Financial Statements of the Company, its subsidiaries and associates which form part of the Annual Report. Further, a statement containing the salient features of the Financial Statement of our subsidiaries and associates in the prescribed format AOC-1 is forming part of Financial Statements. The statement also provides the details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company, are available on the Company''s website at

http://www.adhikaribrothers.com/financials/.

These documents will also be available for inspection at the Registered Office of the Company and of the subsidiary and associate companies during business hours on all working days and upto the Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 on Corporate Social Responsibility is not applicable to the Company. However, the Company voluntarily adopts different measures / initiatives to contribute to the society in the possible way in the larger interest of the society.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS OR TRIBUNALS 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 the going concern status of the Company or will have bearing on Company''s operations in future.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDOF THE FINANCIAL YEARTO WHICH THIS FINANCIAL STATEMENT RELATES ANDTHE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year 2015-16 to which this financial statements relate and the date of this report.

STAUTORY AUDITORS:

M/s. A.R. Sodha & Co., Chartered Accountants, Mumbai, (FRN: 110324W) were appointed as the Statutory Auditors of the Company and hold office as such upto the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from them to the effect that they are willing to continue as Statutory Auditors and if re-appointed, their re-appointment would be within the limits prescribed under Section 139 of the Companies Act, 2013 and they are not disqualified from being appointed as Statutory Auditors of the Company.

On recommendation of the Audit Committee, the Board further recommends the re-appointment of M/s. A.R. Sodha & Co. Chartered Accountants, Mumbai, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting upto the conclusion of next Annual General Meeting of the Company and to Audit Financial Statements for the Financial Year 2016-17 and to fix their remuneration.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Manish Ghia & Associates, Company Secretaries, Mumbai, as the Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial Year 2015-16. The Secretarial Audit Report for the Financial Year under review is appended to this report as “Annexure III”.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board on the recommendation of the Audit Committee, appointed Mr. Hari Narayanan, Associate Vice President - Commercial of the Company as the Internal Auditor of the Company. The Internal Auditor submits his reports to the Audit Committee on quarterly basis. Based on the report of internal audit, management undertakes corrective action in the respective areas and strengthens the levels of Internal Financial and other operational controls.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company''s Policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the Internal Financial Control Systems and strives to maintain the Standards of Internal Financial Control. The details in respect of Internal Financial 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, the following 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 Corporate Governance

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint reported on sexual harassment during the year under review.

EMPLOYEES''STOCK OPTION SCHEME

The members of the Company through postal ballot process, the result of which was declared on 25th July, 2014, approved the Issue and Offer of upto 1,00,000 Options 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 the employees.

Accordingly the validity of the approval received from the shareholders for Issue and Offer of upto 1,00,000 Options to the Employees of the Company under ESOS 2014-15 has expired. The Company shall approach the shareholders a fresh if any further such options are 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 the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, 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 are not energy intensive. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative 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 the business has been absorbed, as and when required.

b. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

c. In case of imported technology (imported during the last three years reckoned from the 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, 2013, the Board of Directors, state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. 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 and of the profit of the Company for that period;

c. 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 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 and that such internal financial controls are adequate and were operating effectively; and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT:

The Board of Directors express their gratitude for the valuable support and co-operation extended by various Government authorities and stakeholders including shareholders, banks, financial Institutions, viewers, vendors and service providers,

The Board also place on record their deep appreciation towards the dedication and commitment of your Company''s employees at all levels and look forward to their continued support in the future as well.

By Order of the Board of Directors

Gautam Adhikari

Place: Mumbai Chairman & Whole Time Director

Date: 12thAugust, 2016 DIN: 00026444

Director’s Report