PUBLIC ANNOUNCEMENT TO THE ATTENTION OF THE SHAREHOLDERS OF TV VISION LIMITED (CIN: U64200MH2007PLC172707) Registered Office: 4th Floor, Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (West), Mumbai-400053, Maharashtra, India. Tel.: +91 22 40230000; Fax: +91 22 26395459, E-mail: [email protected]; Website: www.tvvision.in

th STATUTORY ADVERTISEMENT IN COMPLIANCE WITH CLAUSE 6 OF PART II(A) OF ANNEXURE I OF THE b. Mr. Markand Navnitlal Adhikari, aged 59 years, resident of 5 Floor, Adhikari Villa 46, Hatkesh CHS, Rd-7, SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO THE FINANCIAL STATEMENTS: SECURITIES EXCHANGE BOARD OF INDIA (‘SEBI’) CIRCULAR CIR/CFD/CMD/16/2015 DATED NOVEMBER 30, 2015 Near J.N. School, JVPD Scheme, Vile Parle (West), Mumbai-400056, is intermediate in Arts from University of 1. Significant Accounting Policies AND CLAUSE 6 OF PART B OF PARA II OF ERSTWHILE SEBI CIRCULAR CIR/CFD/DIL/5/2013 DATED Bombay. He has more than 35 years of experience in Media & Entertainment industry. He has produced various films FEBRUARY 4, 2013 (‘THE ERSTWHILE ORIGINAL CIRCULAR’), AS AMENDED VIDE SUBSEQUENT CIRCULAR NO. viz. "Bhookamp", "Chehraa", etc. He has played a key role in the growth of our Company with his inputs in strategic 1.1 General: The financial statements of the Company have been prepared in accordance with the Generally CIR/CFD/DIL/8/2013 DATED MAY 21, 2013, READ WITH SUB-RULE (7) OF RULE 19 OF THE SECURITIES CONTRACTS planning and business development. He also shaped the group's foray into regional Hindi GEC space with focused Accepted Accounting Principles in India (Indian GAAP) and the Accounting Standards notified under the (REGULATIONS) RULES, 1957, AS AMENDED (‘SCRR’), PURSUANT TO THE GRANT OF RELAXATION BY channels like Dabangg, Dhamaal and Maiboli. He is also leading the group's foray into films which will establish relevant provisions of the Companies Act, 2013. The financial statements have beenprepared on accrual basis SABTNL as a media conglomerate with a presence in publishing, content production, broadcast and filmmaking. SEBI FROM THE APPLICABILITY OF THE RULE 19(2)(b) OF SCRR. under the historical cost convention. The accounting policies adopted inthe preparation of the financial statements 7. BUSINESS AND ITS MANAGEMENT: are consistent with those followed in the previous year; 1.2 Use of Estimates: The preparation of the financial 1. NAME AND ADDRESS OF COMPANY'S REGISTERED OFFICE: The Companyis engaged in the business of television broadcasting and other activities related to the Media and statements in conformity with Indian GAAP requires the Management to make estimates and assumptions Company’s Name: TV Vision Limited Entertainment Business. The Company ventured into the broadcasting business in the year 2010 with the launch considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported Registered Office: 4th Floor, Adhikari Chambers, Oberoi Complex, New Link Road, Andheri (West), of "Mastiii" Channel. The Company currently operate a network of TV Channels namely Mastiii, Dabangg, Dhamaal income and expenses during the year. The Management believes that the estimates used in preparation of the Mumbai - 400053, Maharashtra, India. and Maiboli which operates in various genres such as Music, Regional Entertainment and General Entertainment financial statements are prudent and reasonable. Future results could differ due to these estimates and the having different target market and different territory. All these channels are free to air channels. All our Channels run 2. DETAILS OF CHANGE OF NAME AND/OR OBJECT CLAUSE: differences between the actual results and the estimates are recognised in the periods in which the results are on 24 hrs per day, 7 days a week. For further details on "Our Business", please refer to Information Memorandum, known / materialise; 1.3 Provisions, Contingent liabilities and Contingents Assets: A provision is recognized The Company was originally incorporated as TV Vision Private Limited on July 30, 2007 and obtained a fresh which will be available on www.bseindia.com, www.nseindia.com and www.tvvision.in. when the company has a present obligation as a result of past event and it is probable that an outflow of certificate of incorporation dated June 23, 2011, subsequent to conversion into a Public Limited Company. There has The details of the Directors of the Company are set out below: resources will be required to settle the obligation, in respect of which a reliable estimate can be made. been no change in the objects of the Company. Sr. No. Name of Directors Category Provisions are not discounted to its present value and are determined based on best estimate to settle the 3. CAPITAL STRUCTURE PRE AND POST COMPOSITE SCHEME OF AMALGAMATION AND ARRANGEMENT (“SCHEME”): obligation at the balance sheet date. These provisions are reviewed at each balance sheet date and adjusted 1 Mr. Gautam Navnitlal Adhikari Chairman and Non-Executive Director Pre Scheme Post Scheme to affect the current best estimates. Contingent liabilities are not recognized but are disclosed in the notes. 2 Mr. Markand Navnitlal Adhikari Managing Director Contingent Assets are neither recognized nor disclosed in the financial statements; 1.4 Fixed Assets Particulars Face Face Amount No. of Amount Tangible Fixed Assets: Tangible Fixed Assets are stated at cost of acquisition as reduced by accumulated No. of Value Value 3 Mr. Pritesh Mansukhlal Rajgor Non-Executive and Independent Director  Shares (in `) Shares (in `) depreciation and impairment losses, if any. Acquisition cost comprises of the purchase price and attributable (in `) (in `) 4 Mr. Prasannakumar Baliram Gawde Non-Executive and Independent Director cost incurred for bringing the asset to its working condition for its intended use.  Intangible Fixed Assets: Authorised Capital 5 Mrs. Sandhya Rohit Malhotra Additional Non-Executive and Independent Director Intangible Fixed Assets are carried at cost less accumulated amortisation and impairment losses, if any. The Equity Share Capital 55,000,000 10 550,000,000 54,990,000 10 54,99,00,000 The details of the Key Managerial Personnel of the Company are set out below: Cost of intangible assets comprises of cost of purchase, production cost and any attributable expenditure on Redeemable Sr. No. Name Designation making the asset ready for its intended use.  Capital Work in Progress: Capital work in progress are assets - - - 10,000 10 1,00,000 that are not yet ready for their intended use which comprises cost of purchase, production cost and related Preference Shares 1. Mr. Markand Adhikari Managing Director attributable expenditures; 1.5 Depreciation/Amortisation  Tangible Fixed Assets: Depreciation on Tangible Total 55,000,000 10 550,000,000 55,000,000 10 550,000,000 2. Mr. Anand Shroff Chief Financial Officer Fixed Assets has been provided based on the useful life of the asset and in the manner as prescribed in Issued, Subscribed 3. Ms. Jyotsna Kashid Company Secretary and Compliance Officer Schedule II to the Companies Act, 2013. Improvement to Lease Assets is amortised over a balance period of and Paid-up 8. RATIONALE FOR THE SCHEME: The rationale and benefits of the Scheme are: i. Unlocking Shareholders Value lease on straight line basis. Depreciation on decoders is provided 100% in the year of purchase or in the year Equity Share Capital 2,63,75,000* 10 263,750,000 34,944,500 10 349,445,000 in Broadcasting Business through listing of growing Broadcasting Business of the group. ii. Focusing on core which Company starts commercial operations of respective channel, whichever is later. Intangible Fixed Assets: Business and Commercial Rights are amortized 10% in the year of purchase/production or in the year Non-Convertible business of content to Facilitate a level playing field for the Company in new age media and to focus on creating in which Company starts commercial operations of respective channel, whichever is later and remaining 90% Non-Cumulative and developing infrastructure related to the new age media and Entertainment field; and iii. Creating a new vertical - - - 10,000 10 1,00,000 are amortized in subsequent nine years on a straight line basis. If the management anticipates that there will Redeemable and rewarding the shareholders through listing of the niche and oriented Publication Business of the Group. not be any future economic benefit from particular rights then same is amortised fully in the year of such Preference Shares 9. AUDITED STANDALONE FINANCIAL STATEMENT OF THE COMPANY anticipation. Channel Development cost is amortized on straight line basis over a period of ten years on time Total 2,63,75,000 10 263,750,000 3,49,54,500 10 349,545,000 BALANCE SHEET OF THE COMPANY: Amount (In `) proportionate basis. Computer Softwares are amortized on straight line basis over a period of 3 years on time Pursuant to the Scheme, 3,49,44,500 equity shares of ` 10/- each in and 10,000 Non-Convertible Non-Cumulative As At As At As At proportionate basis; 1.6 Borrowing Cost: Borrowing costs directly attributable to development of qualifying Redeemable Preference Shares of ` 10/- each of the Company have been issued and allotted to the equity shareholders, Particulars Notes asset are capitalized till the date qualifying asset is ready for put to use for its intended purpose. Other 31.03.16 31.03.15 31.03.14 in the entitlement ratio of one equity share of the Company for every one equity share held in Sri Adhikari Brothers Borrowing costs are recognized as expense and charged to profit & loss account.; 1.7 Revenue Recognition: Television Network Limited (‘SABTNL’), and preference shareholders, on proportionate basis, of SABTNL respectively. EQUITY AND LIABILITIES Revenue from advertisements is recognised on telecast basis and revenue from sale of program/content rights *Upon allotment of the aforesaid equity shares, the existing equity shares held by SABTNL stands cancelled in Shareholder's Funds is recognised when the relevant program/content is delivered; 1.8 Foreign Currency Transaction: Initial terms of the Scheme. Share Capital 2 34,95,45,000 26,37,50,000 26,37,50,000 Recognition: Foreign currency transactions are recorded in the reporting currency i.e. rupee value, by applying the exchange rate, between the reporting currency and the foreign currency, to the foreign currency amount at 4. SHAREHOLDING PATTERN (POST SCHEME) OF THE COMPANY AS ON 8th SEPTEMBER, 2016 Reserves & Surplus 3 78,86,30,577 4,47,76,112 1,20,20,447 the date of the transaction; Conversion: Foreign currency monetary items are reported using the closing rate. Category Category of Shareholder No. of Total No. Total No. of Total Shareholding 1,13,81,75,577 30,85,26,112 27,57,70,447 Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported Code Share- of shares Shares held in as a % of Total No. Non-Current Liabilities using the exchange rate at the date of the transaction; Exchange Differences: Exchange differences arising holders dematerialized form of Shares Long Term Borrowings 4 17,90,60,260 11,78,45,000 17,28,75,000 on the settlement of monetary items or conversion of monetary items at balance sheet date are recognised as As a % of As a % of income or expenses; 1.9 Investments: Long term investments are carries at cost less provision for diminution, (A+B) (A+B+C) Long Term Provisions 5 27,20,066 32,77,530 22,21,222 other than temporary, in the value of such investments. Current investments are carried at lower of cost and fair I II III IV V VI VII 18,17,80,326 12,11,22,530 17,50,96,222 value. Cost of investment includes acquisition charges such as brokerage, fee and duties; 1.10 Employee Benefits: Defined Contribution Plan: Payments to Defined Contribution Plan are charged to profit & loss (A-1) Promoter's Shareholding-Indian Current Liabilities account when contributions to respective funds are due;Defined Contribution Plan: Long Term Employee Short Term Borrowings 6 - 49,25,35,966 49,26,55,466 (a) Individuals/Hindu benefits for Defined benefit schemes, such as leave encashment and gratuity, are provided on the basis of Undivided Family 7 1,09,91,259 1,09,91,259 31.45 31.45 Trade Payables 7 25,88,05,305 8,99,60,629 7,76,49,158 actuarial valuation taken at the end of each year. Other short -term employee benefits are charged to profit & Central Government/ (b) 0 0 0 0.00 0.00 Other Current Liabilities 8 41,92,67,814 9,00,91,785 17,27,71,039 loss account on accrual basis; 1.11 Leases: Operating Lease expenses are charged to profit and loss account State Government(s) Short Term Provisions 9 6,85,06,761 4,47,83,242 8,57,79,511 on accrual basis; 1.12 Taxes on Income: Current Tax provision is made based on the tax liability computed (c) Bodies Corporate 2 50,01,786 50,01,786 14.31 14.31 after considering tax allowances and exemptions at the balance sheet date as per Income Tax Act, 1961. 74,65,79,879 71,73,71,622 82,88,55,174 Deferred tax reflects the impact of current year timing differences between taxable income and accounting (d) Financial Institutions/Banks 0 0 0 0.00 0.00 Grand Total 2,06,65,35,782 1,14,70,20,264 1,27,97,21,843 income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the (e) Any Other 0 0 0 0.00 0.00 ASSETS tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax asset is Sub-total (A)(1) 9 1,59,93,045 1,59,93,045 45.77 45.77 recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be Non-Current Assets (A-2) Promoter's Shareholding-Foreign available against which such deferred tax assets can be realized. Deferred tax assets are recognized on carry Fixed Assets 10 - forward of unabsorbed depreciation and tax losses only if there is virtual certainty that such deferred tax assets Individuals (Non Resident (a) 0 0 0 0.00 0.00 can be realized against future taxable profits. The carrying amount of Deferred Tax Assets are reviewed at each Individuals/Foreign Individuals Tangible Assets 1,45,97,324 1,45,25,750 1,45,25,750 Intangible Assets 84,79,87,126 29,84,93,936 34,10,10,758 balance sheet date and written down or written up, to reflect the amount that is reasonably or virtually certain, (b) Bodies Corporate 0 0 0 0.00 0.00 as the case may be, to be realized; 1.13 Earning Per Share: Basic earnings per share is calculated by (c) Institutions 0 0 0 0.00 0.00 Total 86,25,84,449 31,30,19,686 35,38,03,199 dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number (d) Any Others (Specify) 0 0 0 0.00 0.00 Non-current Investment 11 31,62,00,000 30,50,00,000 30,50,00,000 of equity shares outstanding during the period. Dilutive earning per shares is computed and disclosed using the weighted average number of equity and dilutive equity equivalent shares outstanding during the year, Sub-total (A)(2) 0 0 0 0.00 0.00 Deferred Tax Assets (net) 12 9,69,61,157 6,22,76,921 7,70,94,560 except when the result would be anti-dilutive;1.14 Impairment of Assets: The carrying values of assets / Total Shareholding of Promoter and Long term Loans and Advances 13 20,26,45,419 10,76,16,090 10,51,47,200 9 1,59,93,045 1,59,93,045 45.77 45.77 cash generating units at each Balance Sheet date are reviewed for impairment. If any indication of impairment Promoter Group (A)=(A)(1)+(A)(2) Current Assets exists, the recoverable amount of such assets is estimated and impairment is recognised, if the carrying (B-1) Public Shareholding- Institutions Trade Receivables 14 26,87,52,370 8,67,35,720 17,41,89,616 amount of these assets exceeds their recoverable amount. The recoverable amount is the greater of the net (a) Mutual Funds/UTI 2 900 900 0.003 0.003 Cash and Bank Balances 15 1,65,96,140 90,02,373 46,96,800 selling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present value based on an appropriate discount factor. When there is indication that an impairment loss recognised for (b) Financial Institutions/Banks 3 304 304 0.001 0.001 Short Term Loan & Advances 16 20,43,25,629 22,88,28,252 22,14,54,417 an asset in earlier accounting periods no longer exists or may have decreased, such reversal of impairment (c) Central Government/ 00 000Other Current Assets 17 9,84,70,615 3,45,41,221 3,83,36,049 loss is recognised in the Statement of Profit and Loss, except in case of revalued assets. State Government 58,81,44,754 35,91,07,566 43,86,76,881 2. Share Capital Amount (In `) (d) Venture Capital Funds 0 0 0 0 0 GRAND TOTAL 2,06,65,35,782 1,14,70,20,264 1,27,97,21,844 As at As at (e) Insurance Companies 2 2,02,344 2,02,344 0.579 0.579 Particulars STATEMENT OF PROFITS AND LOSSES OF THE COMPANY: Amount (In `) 31.03.2016 31.03.2015 (f) Foreign Institutional Investors 0 0 0 0 0 FOR THE FOR THE FOR THE Authorized Share Capital Foreign Venture (g) 00 000 Particulars Annexure YEAR ENDED YEAR ENDED YEAR ENDED Capital Investors 5,49,90,000 (P.Y. 5,50,00,000) Equity Shares of ` 10/- each 54,99,00,000 55,00,000,000 31.03.16 31.03.15 31.03.14 (h) Foreign Portfolio 0 0 0 0 0 10,000 (P.Y. NIL) Preference shares of ` 10/- each 1,00,000 - Income (i) FDI 0 0 0 0 0 Total 55,00,00,000 55,00,00,000 Sales 85,97,65,931 66,04,89,200 58,58,49,492 (j) Any other 2 1,100 0 0.579 0.579 Issued, Subscribed and Paid-Up Share Capital Other Income 18 1,01,734 8,72,441 6,09,566 Sub Total (B)(1) 9 2,04,648 2,03,548 0.586 0.586 3,49,44,500 (P.Y. 2,63,75,000) Equity Shares of ` 10/- each 34,94,45,000 26,37,50,000 Total 85,98,67,665 66,13,61,642 58,64,59,059 (B-2) Public- Shareholding-Non Institutions 10,000 (P.Y Nil) 0.01% Non-Convertible Non-Cumulative Expenses Redeemable Preference Shares of ` 10/- each fully paid up 1,00,000 - Non-Banking Financial (a) 00 000Operational Cost 19 52,46,49,371 44,59,22,434 37,61,58,078 Companies Total 34,95,45,000 26,37,50,000 Employee Benefit Expenses 20 4,20,17,349 4,02,83,139 3,99,45,030 Individual Shareholders Terms and Rights attached to Equity Shares: The Company has only one class of shares referred to as equity (b) holding nominal share capital 7,200 12,94,281 12,44,988 3.704 3.704 Other Expenses 21 6,91,24,951 3,44,58,912 4,20,51,654 shares having a par value of ` 10/-. Each holder of equity shares is entitled to one vote per share. upto ` 2 Lakhs Finance Cost 22 3,98,40,676 4,36,69,573 4,04,22,684 The reconciliation of the number of equity shares outstanding and the amount of equity share capital Individual Shareholders holding Depreciation 10 11,62,17,528 4,84,48,883 5,06,71,274 as at 31st March, 2016 is set out below: (c) nominal share capital in 12 28,78,062 28,78,062 8.236 8.236 Total 79,18,49,875 61,27,82,941 54,92,48,720 Amount (In `) excess of ` 2 Lakhs Profit Before Tax 6,80,17,790 4,85,78,701 3,72,10,339 As at 31.03.2016 As at 31.03.2015 Particulars (d) Clearing Members 0 0 0 0 0 Tax Expenses Numbers ` Numbers ` (e) Trusts 0 0 0 0 0 Current Tax 1,36,08,829 24,68,890 - At the beginning of the Year 2,63,75,000 26,37,50,000 2,63,75,000 26,37,50,000 (f) Any Other (Specify) 242 1,45,74,464 1,45,72,364 41.707 41.707 Mat Credit Entitlement (1,36,08,829) (24,68,890) - Less:- Cancelled as per Scheme (g) Employees 0 0 0 0 0 Deferred Tax 2,29,11,158 1,48,17,639 1,22,79,823 (Refer Note 23) (2,63,75,000) (26,37,50,000) - - (h) Directors & their Relatives 0 0 0 0 0 2,29,11,158 1,48,17,639 1,22,79,823 Add:- Issued During the year 3,49,44,500 34,94,45,000 - - Sub Total (B)(2) 7,454 1,87,46,807 1,86,95,414 53.647 53.647 Profit/(Loss) After tax 4,51,06,632 3,37,61,062 2,49,30,516 Outstanding at the end of the year 3,49,44,500 34,94,45,000 2,63,75,000 26,37,50,000 Earnings per share 26 1.60 1.28 0.95 Total Public Shareholding 7463 18951455 18898962 54.233 54.233 The details of shareholders holding more than 5% equity shares as at 31st March, 2016 is set out below: (B) = (B)(1) + (B)(2) CASH FLOW STATEMENT OF THE COMPANY: (Amount in `) As at 31.03.2016 As at 31.03.2015 Total (A) + (B) 7,472 3,49,44,500 3,48,92,007 100.00 100.00 Year Ended Year Ended Year Ended Name of the shareholder Particulars Numbers % Numbers % (C) Custodian/DR 31.03.16 31.03.15 31.03.14 Sri Adhikari Brothers Television Network Ltd - - 2,63,75,000 100.00% (a) Depository Receipts 0 0 0 0 0 A. CASH FLOW FROM OPERATING ACTIVITIES Mr. Gautam Navnitlal Adhikari 41,93,129 12.00% - - Total Shares held by the Custodians Net Profit before taxation and Extraordinary items 6,80,17,790 4,85,78,701 3,72,10,338 and against which Depository 0 0 0 0 0 Mr. Markand Navnitlal Adhikari 39,96,630 11.44% - - Receipts have been issued (C) Adjustment for : Assent Trading Pvt Ltd 33,77,947 9.67% - - Grand Total (A)+ (B)+ (C) 7,472 3,49,44,500 3,48,92,007 100.00 100.00 Depreciation & Amortization 11,62,17,528 4,84,48,883 5,06,71,275 Inayata Constructions Pvt Ltd 30,98,264 8.87% - - Details of the shareholding of promoters of the Company and the promoter group are set out below: Loss on sale of Fixed Assets 1,53,960 - - Kalash Trading And Investment P. Ltd 25,20,000 7.21% - - Details of the Shares Held Finance Cost 3,98,40,676 4,36,69,573 4,04,22,684 Prime Global Media Pvt. Ltd 25,01,786 7.16% - - Sr. No. Name of the Shareholder No. of Shares % Holding Preliminary/Share Issue expenses written off - - 75,03,026 Global Showbiz Pvt. Ltd 25,00,000 7.15% - - 1 Mr. Gautam Navnitlal Adhikari 41,93,129 12.00 Operating Profit/(Loss) before Working 22,42,29,954 14,06,97,157 13,58,07,323 Aranav Trading And Investment P. Ltd 23,18,214 6.63% - - 2 Mr. Markand Navnitlal Adhikari 39,96,630 11.44 Capital changes Keynote Enterprises Pvt. Ltd. 21,42,230 6.13% - - 3 Mr. Kailasnath Adhikari 15,00,000 4.29 (Increase)/Decrease in trade receivables (18,20,16,650) 8,74,53,896 1,24,44,805 Terms and Rights attached to Preference Shares: The Company has one class of Preference Shares having 4 Mr. Ravi Gautam Adhikari 13,00,000 3.72 (Increase)/Decrease in Advances & Assets (41,58,74,140) 37,94,828 (6,92,51,514) a par value of ` 10/- per share. These shares do not have any voting rights. 5 Mr. Heeren Navnitlal Adhikari 500 0.00 Add: Increase in net working capital pursuant to These shares are non-cumulative, non-convertible, non-participating and are carrying 0.01% per annum rate of 37,41,43,850 - - 6 Ms. Swati Heerenkumar Adhikari 500 0.00 demerger of Broadcasting division dividend. These shares are redeemable at par and the redemption would be at the discretion of Board of Directors th th Increase/(Decrease) in trade Payables & of the Company any time after the 7 Anniversary but not later than 10 Anniversary. 7 Ms. Bindu Raman 500 0.00 20,02,81,199 (5,19,31,578) 3,37,71,327 Current Liabilities The reconciliation of the number of preference shares outstanding and the amount of preference share capital as at 8 Prime Global Media Private Limited 25,01,786 7.16 st Cash Generated from Operations 20,07,64,214 18,00,14,303 11,27,71,941 31 March, 2016 is set out below: 9 Global Showbiz Private Limited 25,00,000 7.15 As at 31.03.2016 As at 31.03.2015 Total 1,59,93,045 45.77 Direct tax Paid (Net of Excess/surplus provision) (1,23,32,009) (24,68,890) (59,99,721) Particulars Numbers ` Numbers ` 5. NAME OF THE TOP TEN LARGEST SHAREHOLDERS OF THE COMPANY AS ON 8TH SEPTEMBER, 2016: Net Cash from Operating Activities 18,84,32,205 17,75,45,413 10,67,72,219 At the beginning of the Year - - Sr. No. of % Interest in B. CASH FLOW FROM INVESTING ACTIVITIES Name of the Shareholder Add:- Issued During the year 10,000 1,00,000 - No. Equity Shares Shareholding the Company Additions to Fixed Assets (73,24,182) (86,70,767) (16,51,47,950) Outstanding at the end of the year 10,000 1,00,000 - - 1 Mr. Gautam Navnitlal Adhikari 41,93,129 12.00 Promoter/Director Sale of Fixed Asset 1,45,000 The details of shareholder holding more than 5% preference shares as at 31st March, 2016 is set out 2 Mr. Markand Navnitlal Adhikari 39,96,630 11.44 Promoter/ Net Cash from Investing Activities (71,79,182) (86,70,767) (16,51,47,950) Managing Director below: C. CASH FLOW FROM FINANCING ACTIVITIES 3 Assent Trading Private Limited 33,77,947 9.67 Public Shareholder As at 31.03.2016 As at 31.03.2015 Share issue expenses - - 15,00,00,000 Name of the shareholder 4 Inayata Constructions Private Limited 30,98,264 8.87 Public Shareholder Numbers % Numbers % Proceeds from Long Term Borrowing 6,98,451 (12,07,80,000) (7,37,50,000) Kalash Trading and Investments Private Mr. Markand Adhikari 9,810 98.10 - - 5 25,20,000 7.21 Public Shareholder Limited Repayment of Long Term Borrowing (19,67,83,705) - - 3. Reserves & Surplus 6 Prime Global Media Private Limited 25,01,786 7.16 Promoter Group Increase/(decrease) in Short Term Borrowing 6,89,01,126 (1,19,500) 1,79,70,000 Amount (In `) 7 Global Showbiz Private Limited 25,00,000 7.15 Promoter Group Outflow Finance Cost (4,64,75,128) (4,36,69,573) (3,59,10,958) Particulars As at 31.03.2016 As at 31.03.2015 Aranav Trading and Investment Pre-Operative Expenses Incurred - - 5,83,09,042 8 23,18,214 6.63 Public Shareholder Security Premium Account Private Limited Net Cash from/used from financial activities (17,36,59,256) (16,45,69,073) (66,689) Opening Balance 18,84,30,123 18,84,30,123 9 Keynote Enterprises Private Limited 21,42,230 6.13 Public Shareholder NET INCREASE /(-) DECREASE IN CASH AND 75,93,766 43,05,573 47,63,489 18,84,30,123 18,84,30,123 10 Mr. Kailasnath Markand Adhikari 15,00,000 4.29 Promoter Group CASH EQUIVALENTS Capital Reserves Total 2,81,48,200 80.55 OPENING BALANCE IN CASH AND CASH 90,02,373 46,96,800 47,63,489 Opening Balance - - 6. DETAILS OF THE PROMOTERS: EQUIVALENTS th Add: Addition as per scheme (Refer Note 23) 69,87,47,833 - a. Mr. Gautam Adhikari, aged 66 years, resident of 7 Floor, Adhikari Villa 46, Hatkesh CHS, Rd-7, CLOSING BALANCE IN CASH AND Near J.N. School, JVPD Scheme, Vile Parle (West), Mumbai-400056, is a diploma holder in Commercial Art from CASH EQUIVALENTS 1,65,96,140 90,02,373 46,96,800 Total 69,87,47,833 - Government of Maharashtra, Higher Art Examinations. He has more than three decades of experience in Media & Entertainment industry. He has directed various films viz. “Bhookamp”, “Chehraa”, “janmadata” etc. He has also 10 Latest audited financial statements along with notes to accounts and any audit qualifications. Change Surplus/(deficit) as per the statement of directed many serials viz. “Hello Inspector”, “Commandar”, “Marshall”, ”Silsila”, “Waqt ki Raftar” etc. His name in accounting policies in the last 3 years and their effect on profits and reserves of the Company. profit and Loss was listed in the “Limca Books of Records 1999” for “directing maximum episodes”. He provides his creative Latest audited financial statements are given at point no. 9 above. Opening Balance (14,36,54,011) (17,64,09,676) expertise for the production of various contents by our Company. He is on our Board since incorporation. Contd... Profit/(Loss) for the year 4,51,06,632 3,37,61,062 Business Promotion Expenses 33,62,474 1,65,595 B) Reconciliation of Fair Value of assets and Obligation Less: WDV of assets whose useful life is over - (10,05,397) Advertisement & Marketing Expenses 30,38,568 9,64,684 Fair Value of Plan 2,17,929 - - - st Net Surplus/(deficit) in the statement of Profit and Loss (9,85,47,379) (14,36,54,011) Total 6,91,24,951 3,44,58,912 Assets as at 31 March Total 78,86,30,577 4,47,76,112 22. Finance Cost Present Value of obligation as at 15,53,953 16,91,837 18,45,389 21,14,259 4. Long Term Borrowings As at 31.03.2016 As at 31.03.2015 Bank Interest 3,51,94,037 3,84,36,276 31st March Secured Others 46,46,639 52,33,297 Amount Recognised in 13,36,024 16,91,837 18,45,389 21,14,259 Term Loans From Bank 58,00,00,000 19,32,20,000 Total 3,98,40,676 4,36,69,573 Balance Sheet Less : Current Maturity 23. SCHEME OF ARRANGEMENT C) Expenses recognised during the year 40,15,00,000 7,53,75,000 (Included in Other Current Liabilities) The Hon'ble High Court of Bombay has, on 21st November, 2015, approved the Composite Scheme of Amalgamation Current Service Cost 4,69,778 5,55,007 7,44,598 5,70,627 Total 17,85,00,000 11,78,45,000 and Arrangement between Maiboli Broadcasting Private Limited ('MBPL') and Sri Adhikari Brothers Assets Holding Interest Cost 1,35,347 1,35,347 1,69,141 76,372 Private Limited ('SAB Assets') and Sri Adhikari Brothers Television Network Limited ('SABTNL') and TV Vision Vehicle Loan 6,98,451 - Limited ('TVL' or 'the Company') and HHP Broadcasting Services Private Limited ('HHP') and MPCR Broadcasting Expected return on - --- Less : Current Maturity plan assets 1,38,191 - Service Private Limited ('MPCR') and UBJ Broadcasting Private Limited ('UBJ') and SAB Events & Governance Now (Included in Other Current Liabilities) Media Limited (Formerly known as 'Marvick Entertainment Private Limited') ('SAB Events') and their respective Acturial (Gain)/Loss (4,91,160) (5,03,752) (4,71,812) 9,32,339 Total 5,60,260 - shareholders ('Composite Scheme') which became effective from 15th January, 2016 on filing of order with ROC. Net Cost 1,13,965 1,86,602 4,41,927 15,79,338 The salient features of the Scheme affecting the Company are as follows: The above term loan is secured by way of negative lien on programme rights, hypothecation of present and future E) Investment Details 1. Demerger of Broadcasting business of SABTNL into the Company w.e.f. 15thJanuary, 2016; receivables and other current assets. Further, the loan is guaranteed by personal guarantee of promoter directors LIC Group Gratuity Cash th 14.02% - NA - and corporate guarantee of erstwhile holding company and also collaterally secured by assets belonging to 2. Demerger of Broadcasting business of UBJ, HHP and MPCR into the company w.e.f. 15 January, 2016; and Accumulation Policy erstwhile holding company and promoter directors. Futher, pursuant to Scheme, the exisitng share capital of the Company held by SABTNL has been cancelled and D) Actuarial Assumption These term loans are repayable on monthly installment basis spreading upto financial year 2018-19 and rate of new equity shares of the Company was issued to the existing shareholders of the SABTNL as on record date Mortality Table (LIC) Indian Assured Lives Mortality (2006-08) Ult interest for the loan is Base Rate + 3.0% to 5.25%. 23rd March, 2016 in the ratio of 1 share TVL against 1 share of SABTNL Discount Rate 5. Long Term Provisions As at 31.03.2016 As at 31.03.2015 Following are the effects in Assets and Liabilities and Reserves of the Company pursuant to the Scheme: 8% (Per Annum) Provision for Employee Benefits Particulars Amt (`) Amt (`) Expected Rate of Provision for compensated absences 13,84,042 15,85,694 A. Broadcasting Division's assets demerged from: Return on Plan Assets NA Provision for gratuity 13,36,024 16,91,836 - HHP 52,15,73,765 (Per Annum) Total 27,20,066 32,77,530 - UBJ 29,04,88,275 Rate of Escalation in 5% 6. Short Term Borrowing - MPCR 26,80,78,159 Salary (Per Annum) (Unsecured, repayable on demand) -SABTNL (Including Investment of SABTNL in the Company, 31. Contigent liability and Commitment (To the extent not provided for) From Holding Company - 49,25,35,966 Intercompany loan between SABTNL and the Company and 1,60,25,14,167 2,68,26,54,366 S.N. Particular 31.03.2016 31.03.2015 Total - 49,25,35,966 Investment in Krishna Showbiz Serivces Pvt. Ltd.) Claim against the Company not acknowledge a) 81,46,370 Nil 7. Trade Payables B. Broadcasting Division's liability demerged from: as debt Other than Acceptances 25,88,05,305 8,99,60,629 - HHP (Including Intercompany loan between HHP and the Company) (43,64,48,297) b) Income Tax demand Nil * 9,50,39,730 Total 25,88,05,305 8,99,60,629 - UBJ (Including Intercompany loan between UBJ and the Company) (24,55,71,737) * Company has received notice of demand for ` 116,348,150/- for AY 2013-14. However, the Company has received favourable order from higher appelate authority on similar ground in earlier assessments, 8. Other Current Liabilities - MPCR (Including Intercompany loan between MPCR and the Company) (26,46,77,743) due to which company has carry forwarded losses. Hence company has applied for rectification of the - SABTNL (20,64,13,756) (1,15,31,11,533) Current Maturities of Long Term Borrowings 40,16,38,191 7,53,75,000 above order which will reduce this demand to NIL. C. Equity Capital and Investment Cancelled Other Payables 1,76,29,623 1,47,16,785 32. Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, Total 41,92,67,814 9,00,91,785 Existing Equity Share Capital Cancelled 26,37,50,000 2006: The Company has not received any confirmation from its vendors that whether they are covered under the 9. Short Term Provisions Investment in Company transferred from SABTNL cancelled (45,50,00,000) (19,12,50,000) Micro, Small and Medium Enterprises Development Act, 2006, hence the amounts unpaid at the year end together Provision for Tax 12,76,820 - D. Investments in HHP, UBJ and MPCR Cancelled (29,00,00,000) with interest paid / payable under this Act cannot be identified. Provision for Expenses 6,72,29,941 4,47,83,242 E. Issue of Shares 33. Previous Year Figures: The previous year figures have been regrouped/reclassified where ever considered necessary to correspond with current year classification/disclosure. The previous year figures are not comparable Total 6,85,06,761 4,47,83,242 Equity Shares Issued (34,94,45,000) since the performance of broadcasting business taken over from various companies were not included in the 10. Fixed Assets Preference Shares Issued (1,00,000) (34,95,45,000) previous year figures. GROSS BLOCK DEPRECIATION/AMORTISATION NET BLOCK Amount of Capital Reserve Created (A-B+C) 69,87,47,833 11. FINANCIAL PERFORMANCE BASED ON THE AUDITED CONSOLIDATED FINANCIAL STATEMENT OF THE Additions Deduc- Additions 24. Segment Reporting COMPANY: (Amt in `) Particulars As at As at As at For the Adjust- As at As at As at on account Additions tions on account The Company is operating in single primary business segment i.e. Broadcasting. Accordingly no segment reporting Sr. Year ended Year ended 01.04.2015 31.03.2016 01.04.2015 Year ment 31.03.2016 31.03.2016 31.03.2015 Particulars of Scheme of Scheme as per Accounting Standard 17 has been reported. No. 31.03.2016 31.03.2015 Tangible 25. Related Party Disclosures 1. Total Revenue 1,37,07,22,386 1,26,71,86,762 Assets a) List of Related Parties & Relationship:- 2. Net Profit after tax 5,45,51,921 4,75,55,475 Computer 21,05,076 - 14,00,701 - 35,05,777 18,95,676 - 3,72,040 - 22,67,716 12,38,061 2,09,400 i. Holding Company: Sri Adhikari Brothers Television Network Ltd (Holding Company upto 15th January, 2016); 3. Equity capital 34,94,45,000 26,37,50,000 Motor Car 13,88,932 - 10,86,764 7,26,293 17,49,403 6,30,565 - 2,27,782 4,27,333 4,31,014 13,18,389 7,58,367 ii. Subsidiary Companies: HHP Broadcasting Services Pvt. Ltd, UBJ Broadcasting Pvt. Ltd, MPCR Broadcasting 4. Preference Share Capital 1,00,000 - Plant & Services Pvt. Ltd.; iii. Fellow Subsidiary Companies: Westwind Realtors Pvt. Ltd*; iv. Others: Sri Adhikari Brothers Reserves and surplus (excluding Machinary 1,75,96,470 - 7,74,717 - 1,83,71,187 40,38,487 - 22,91,826 - 63,30,313 1,20,40,874 1,35,57,983 Television Network Ltd (Directors having substantial interest after 15th January, 2016); v. Key Management Personnel 5. 77,42,66,686 (13,21,77,873) Revaluation reserve) Improvement to (KMP): Mr. Gautam Adhikari, Director; Mr. Markand Adhikari, Director; Mr. Anand Shroff, Chief Financial Officer; Lease Assets 31,60,762 - - - 31,60,762 31,60,762 - - - 31,60,762 - - Ms. Jyostna Khashid, Company Secretary; vi. Relative of Key Management Personnel: Mr. Ravi Adhikari,Son of KMP 7. Earnings per share (`) (Basic) 1.81 1.80 Decoder 1,19,25,323 51,69,318 6,52,500 - 1,77,47,141 1,19,25,323 51,69,318 6,52,500 1,77,47,141 - - * There are no transaction during the year 8. Earnings per share (`) (Diluted) 1.81 1.80 Sub-total 3,61,76,563 51,69,318 39,14,682 7,26,293 4,45,34,270 2,16,50,813 51,69,318 35,44,148 4,27,333 2,99,36,946 1,45,97,324 1,45,25,750 b) Transaction with Related Parties: Note: The above extract has been prepared from the consolidated financial statement of the Company for the year ended 31st March, 2016. For further details on "Consolidated Financial Statements", please refer to Information Subsidiary & Previous Year 3,11,97,658 - 49,78,905 - 3,61,76,563 1,84,05,217 22,40,199 (10,05,397) 2,16,50,813 1,45,25,750 - Memorandum, which will be available on www.bseindia.com, www.nseindia.com and www.tvvision.in. Holding Fellow Intangible Nature of Transaction KMP Others Total Company Subsidiary 12. Details of Group Companies: Assets Company Details of Companies forming part of the Group are set out in the table below: Business & Rendering of Services/ Commercial Sr. Name of the Nature of business Reimbursement 72,00,384 - - 39,77,988 1,11,78,372 Nature of Interest Rights 41,71,79,154 91,77,61,695 34,09,500 - 1,33,83,50,349 17,45,56,293 34,39,38,388 9,92,56,073 - 61,77,50,754 72,05,99,595 24,26,22,861 No. Company activity of expenses (P.Y) (20,16,524) (-) (-) (-) (20,16,524) Channel 1 Sri Adhikari Mr. Gautam Navnitlal Adhikari and Mr. Markand The Company is engaged in the Payment towards Service/ Devlopment Brothers Television Navnitlal Adhikari along with its promoter group business of content production Remuneration - - 60,17,400 - 60,17,400 Cost 10,31,46,599 14,90,84,406 - - 25,22,31,005 4,72,75,525 6,41,50,643 1,34,17,306 - 12,48,43,474 12,73,87,531 5,58,71,074 Network Limited collectively hold 45.77% of the paid-up equity and syndication. (P.Y) (-) (-) (18,00,000) (-) (18,00,000) share capital of the Sri Adhikari Brothers Software 16,64,323 2,06,50,000 - - 2,23,14,323 16,64,323 2,06,50,000 - - 2,23,14,323 -- Advance/Loan/Deposit Television Network Limited Sub-total 52,19,90,076 1,08,74,96,101 34,09,500 - 1,61,28,95,677 22,34,96,141 42,87,39,031 11,26,73,380 - 76,49,08,551 84,79,87,126 29,84,93,936 given (net) - - - - - 2 Dream Merchant Our Promoters holds 100% of the paid up The Company is engaged in the Previous Year 51,82,98,714 - 36,91,862 - 52,19,90,576 13,09,33,742 - 4,62,08,684 - 22,34,96,141 - - (P.Y) (-) (5,03,61,145) (-) (-) (5,03,61,145) Content Private equity share capital of Dream Merchant Content business of trading various CWIP/ Advance/Loan/Deposit Limited Private Limited. rights related to Media & Capital - taken (net) - - - - - Entertainment Industry. Advance (P.Y) (-) (-) (-) (-) (-) 3 HHP Broadcasting Our Company holds 100% of the equity The main object of the Company Amount (In `) Outstanding Balance Services Private Share Capital of HHP Broadcasting Services is Broadcasting Business. Limited Private Limited Particulars As at 31.03.2016 As at 31.03.2015 included in - - 1,58,050 - 1,58,050 current Liability (P.Y) (-) (-) (-) (-) - 4 UBJ Broadcasting Our Company holds 100% of the equity The main object of the Company is 11. Investments Outstanding Balance Private Limited Share Capital of UBJ Broadcasting Private Limited broadcasting of television channels. Non- Current Investment included in - - - 25,00,000 25,00,000 5 MPCR Broadcasting Our Company holds 100% of the equity The main objects of the company In Subsidiaries, unquoted (Refer Note 23) Non- current assets (25,00,000) (-) (-) - - Service Private Share Capital of MPCR Broadcasting are Broadcasting of television HHP Broadcasting Services Pvt. Ltd Limited Service Private Limited channels. 50,00,000 13,50,00,000 Outstanding Balance (Extent of Holding 100%) included in - 8,13,645 - - 8,13,645 6 SAB Entertainment Our Promoters along with SABTNL collectively The Company is engaged in the 500,000 (P.Y. 13,500,000) equity shares of ` 10/- each current assets (P.Y) (-) (20,54,04,069) (-) (-) (20,54,04,069) Network Private holds 100% of the paid up equity share capital business of production and MPCR Broadcasting Pvt. Ltd (Extent of Holding 100%) 50,00,000 8,50,00,000 Outstanding Balance Limited of SAB Entertainment Network Private Limited. distribution of various content rights and activities related to 500,000 (P.Y. 8,500,000) equity shares of ` 10/- each included in - - - - - unsecured loan (P.Y) (49,25,35,966) (-) (-) (-) (49,25,35,966) digital media. UBJ Broadcasting Services Pvt. Ltd 50,00,000 8,50,00,000 7 Marvel Media Our Promoters collectively holds 100% of the The Company is engaged in the (Extent of Holding 100%) Note: Pursuant to the Scheme of Arrangements, there have been certain transactions with related parties. These transactions are non- monetory in nature and the summary of the same has been disclosed in Note 23 above. Private Limited paid up equity share capital of Marvel Media business of media activities. 500,000 (P.Y. 8.500,000) equity shares of ` 10/- each Private Limited. 26. Earnings Per Share (Amt in `) In Associates, unquoted (Refer Note 23) 8 Titanium Merchant Our Promoters along with other Promoter Group The Company is engaged in the Particulars 31.03.2016 31.03.2015 Krishna Showbiz Services Pvt. Ltd 30,12,00,000 - Private Limited Member i.e. Ms. Anjana Adhikari collectively business of dealing in activities 213,84,000 (P.Y NIL ) shares of `10 each fully paid up Profit/(Loss) for the Year attributable to equity shareholders 4,51,06,632 3,37,61,062 holds 100 % of the paid up equity share capital related to media industry. Total 31,62,00,000 30,50,00,000 Weighted Average Number of equity Shares of Titanium Merchant Private Limited. (Face Value `10 per Share) 2,81,77,873 2,63,75,000 12. Deferred Tax Assets (net) 9 Cinema Today Our Promoters along holds 100% of the paid At present the Company is not Basic and Diluted Earning per Share (Rupees) 1.60 1.28 Private Limited up equity share capital of Cinema Today having any operational activities. Deferred Tax Assets 18,76,25,270 8,80,35,446 27. Deferred Tax Liability/(Assets) (Amt in `) Private Limited. Less: Deferred Tax Liabilities 9,06,64,114 2,57,58,525 Particulars 31.03.2016 31.03.2015 10 Sri Adhikari Our Promoters along holds 100% of the paid The Company is engaged in the Total 9,69,61,157 6,22,76,921 Brothers Asset up equity share capital of Sri Adhikari Brothers business of publication Tax effect of items constituting Deferred Tax Assets: 13. Long-term Loans and Advances Holding Private Asset Holding Private Limited business. Provision for compensated absences, gratuity and other (Unsecured, Considered Good) Limited employee benefits 9,83,057 11,76,083 MAT Credit Entitlement 1,60,77,719 24,68,890 11 Global Showbiz Our Promoters along holds 100% of the paid The Company is not having any Unabsorbed Depreciation 12,39,86,343 3,98,94,898 Private Limited up equity share capital of Global Showbiz business activities Advances & Deposits 18,65,67,700 10,51,47,200 Carry forward Business Losses 6,26,55,871 4,69,64,464 Private Limited. Total 20,26,45,419 10,76,16,090 18,76,25,270 8,80,35,446 12 SAB Global Our Promoters along holds 100% of the paid The Company is engaged in the 14. Trade Receivables (Unsecured) (Considered good) Tax effect of items constituting Deferred Tax Liability Entertainment up equity share capital of SAB Global business of activities related to Over Six Month 36,78,358 22,35,126 Media Pvt Ltd Entertainment media Private Limited. media industry. On difference between book balance and tax balance Others (Considered good) 26,50,74,012 8,45,00,594 of Fixed Assets 9,06,64,114 2,57,58,525 13 Prime Global Our Promoters along holds 100% of the paid Presently the Company does not Total 26,87,52,370 8,67,35,720 Media Private up equity share capital of Prime Global Media have any business activities. 9,06,64,114 2,57,58,525 Limited Private Limited 15. Cash And Bank Balance Net Deferred Tax Assets/(Liabilities) 9,69,61,157 6,22,76,921 14 Magnificent Media Our Promoters along holds 100% of the paid The Company is engaged in the Cash and Cash Equivalents 28. Payment to Auditors (excluding Service Tax) (Amt in `) Vision Pvt Ltd up equity share capital of Magnificent business of media related Cash-on-Hand 57,556 1,15,525 Particulars 31.03.2016 31.03.2015 Media Vision Private Limited activities. Balances with Banks - In Current Accounts 1,65,38,584 88,86,848 Statutory Audit Fees 1,60,000 1,60,000 15 Krishna Studio Our Promoters along holds 100% of the paid Presently, the Company does not Total 1,65,96,140 90,02,373 Networks Pvt ltd up equity share capital of Krishna Studio have any business. Tax Audit Fees 40,000 40,000 16. Short Term Loans and Advances Networks Private Limited Others included in Professional Charges 15,000 10,000 (Unsecured, Consider Good) 16 SAB Media Our Promoters along with one of our Promoter The Company is engaged in the 2,15,000 2,10,000 Loans and Advances to Subsidiaries - 20,54,04,069 Networks Private Group Entity i.e. SABTNL holds 100% of the business of media related 29. Foreign Exchange Earning and Outgo (Amt in `) Limited (Formerly paid up equity share capital of SAB Media activities. Advances recoverable in cash or Kind 20,43,25,629 2,34,24,183 Particulars 31.03.2016 31.03.2015 known as Mindview Networks Private Limited Total 20,43,25,629 22,88,28,252 Marketing Private Foreign Exchange Earning 67,55,637 - 17. Other Current Assets Limited) Foreign Exchange outgo 3,53,894 - Prepaid Expenses 9,47,30,220 3,38,07,740 17 SAB Events & The Promoters along with Promoter group The company is engaged in Other receivables 37,40,395 7,33,481 30. Employee Benefits Plan (Amt in `) Governance Now is holding 45.77% equity shareholding of publication and related business Defined Contribution Plan: Contribution to Defined Contribution plans are recognised and charged off for the year Media Limited SAB Events & Governance Now Media Limited activities. Total 9,84,70,615 3,45,41,221 are as under: 18 Krishna Showbiz Our Promoters along collectively holds 100% The Company is engaged in the 18. Other Income Particulars 31.03.2016 31.03.2015 Services Pvt Ltd of the paid up equity share capital of Krishna business of activities related to Miscellaneous Income 1,01,734 8,72,441 Employer's Contribution to Provident Fund 12,71,796 9,66,440 Showbiz Services Private Limited media industry Total 1,01,734 8,72,441 Defined Benefit Plan: Employees' gratuity and leave encashment scheme is defined benefit plan. The present 19 Armaan Projects One of our Promoter Group Entity i.e. Krishna The Company is engaged in the 19. Operational Cost value of obligation is determined based on actuarial valuation using projected unit credit method which recognised Private Limited Studio Network Limited holds 99% of the business of development of paid up equity share capital of Armaan Projects infrastructure related to Media Cost of Production and Purchase 23,69,63,143 20,48,73,140 each period of service as giving rise to additional need of employee benefit entitlement and measures each unit separately to build up the final obligation. Private Limited Industry. Distribution & Telecast Expenses 28,76,86,228 24,10,49,294 Gratuity - funded Leave Encashment - Unfunded The details of the top five Group Companies based on the turnover are as under: Total 52,46,49,371 44,59,22,434 Particulars 31.03.2016 31.03.2015 31.03.2016 31.03.2015 A Name of Group Company: Sri Adhikari Brothers Television Network Limited (SABTNL) 20. Employee Benefit Expenses A) Reconciliation of Opening and closing balance of defined benefit obligation Date of Incorporation: 19/12/1994 Salary and Allowances 3,62,67,486 3,66,79,100 Defined Benefit obligation Principal Business: Content production and Syndication Director Remuneration 36,00,000 18,00,000 at the beginning of year 16,91,837 15,05,235 21,14,259 9,54,651 Capital Structure of the Company: Contribution to Provident Fund and Other funds 13,67,112 10,54,227 Current Service Cost 4,69,778 5,55,007 7,44,598 5,70,627 Particulars Amount in ` Staff Welfare Expenses 7,82,751 7,49,812 Interest Cost 1,35,347 1,35,347 1,69,141 76,372 Authorised Capital Total 4,20,17,349 4,02,83,139 Acturial (Gain)/Loss (4,73,874) (5,03,752) (4,71,812) 9,32,339 4,61,00,000 Equity Shares of ` 10 each 46,10,00,000 21. Other Expenses Benefits Paid (2,69,135) - (7,10,797) (4,19,730) 24,00,000 Preference Shares of ` 10 each 2,40,00,000 Total 48,50,00,000 Communication Expenses 23,57,414 20,49,890 Defined Benefit 15,53,953 16,91,837 18,45,389 21,14,259 Rent, Rates & Taxes 25,03,843 30,32,118 Obligation at year end Issued, Subscribed and Paid-Up Capital Repairs & Maintenance 44,85,211 8,33,764 B) Reconciliation of Opening and closing balance of fair value of assets 3,49,44,500 Equity Shares of ` 10 each fully paid-up 34,94,45,000 Fair Value of Plan Insurance Charges 52,998 25,795 23,61,068 Preference Shares of ` 10 each fully paid - up 2,36,10,680 assets at the beginning - - Total 37,30,55,680 Legal & Professional Charges 1,40,86,686 86,13,338 of the year Financial Performance: Printing & Stationery 5,42,005 4,01,334 Expected return on - - (` In Lakhs) Membership & Subscription 1,11,00,788 40,49,520 plan assets Particulars (Standalone) 31.03.2016 31.03.2015 31.03.2014 General Expenses 1,42,67,777 36,24,819 Acturial Gain/(Loss) 17,286 - Employer Contribution 4,69,778 - NA Total Revenue 10,791.45 9,125.46 7,160.41 Security Expenses 13,15,155 6,60,187 Net Profit after tax 23.67 474.93 360.35 Benefits Paid (2,69,135) - Office Expenses 17,57,681 3,90,020 Equity capital 3,494.45 3,494.45 2,776.45 Fair Value of Plan 2,17,929 - Travelling & Conveyance 60,17,619 52,85,620 assets at year end Preference Share Capital 236.11 - - Electricity Expenses 40,36,732 41,62,228 Reserves and surplus Actual Return on 27,284 - 6,170.09 20,262.99 15,603.05 Audit Fees (Refer Note 28) 2,00,000 2,00,000 Plan assets (excluding Revaluation reserve) Contd... Earnings per share (`) (Basic) 0.07 1.39 1.44 Reserves and surplus Reserves and surplus Earnings per share (`) (Diluted) 0.07 1.39 1.44 (excluding Revaluation reserve) 1,748.90 1,820.00 250.00 (excluding Revaluation reserve) 102.46 67.29 Nil Net asset value per share (`) 26.54 67.98 66.19 Earnings per share (`) (Basic) (0.16) - - Earnings per share (`) (Basic) 0.35 1.27 Nil B Name of Group Company: Dream Merchant Content Private Limited Earnings per share (`) (Diluted) (0.16) - - Earnings per share (`) (Diluted) 0.35 1.27 Nil Date of Incorporation: 31/07/2007 Net asset value per share (`) 13.93 - - Net asset value per share (`) 11.02 10.67 10.00 st st Principal Business: Media & Entertainment Industry Since there were no business operations for the year ended 31 March, 2015 and 31 March, 2014 the figures have 13 Outstanding Litigation: not been reported. Capital Structure of the Company: Details regarding the outstanding litigation of the Company, its promoters, directors and group Companies are set D Name of Group Company: HHP Broadcasting Services Private Limited Particulars Amount in ` out herein below: Date of Incorporation: 24/12/2009 Other Total Authorised Capital Criminal Statutory/ Principal Business: Broadcasting of television channels Tax Material Amount 60,00,000 Equity Shares of ` 10 each 6,00,00,000 Particulars Matters Regulatory Capital Structure of the Company: Matters Pending involved Total: 6,00,00,000 Authorities Particulars Amount in ` Litigations (` in Lacs) Issued, Subscribed and Paid-Up Authorised Capital Against the Company Nil Nil 2 2 Not Ascertainable 59,60,000 Equity Shares of ` 10 each 5,96,00,000 13,500,000 Equity Shares of ` 10 each 13,50,00,000 Filed by the Company Nil 1 Nil Nil NA Total: 5,96,00,000 Total: 13,50,00,000 Against the Directors Nil Nil 3 Nil Not Ascertainable Financial Performance: Issued, Subscribed and Paid-Up Filed by Directors Nil Nil Nil 1 200 (` In Lakhs) 5,00,000 Equity Shares of ` 10 each 50,00,000 Involving our Promoters Nil Nil 3 Nil Not Ascertainable Particulars 31.03.2015 31.03.2014 31.03.2013 Total: 50,00,000 Against our Promoters Nil Nil Nil 1 200 Total Revenue 6,565.95 5,824.06 0.00 Financial Performance: (` In Lakhs) Filed by our Promoter Group Nil Nil 3 Nil NA Net Profit after tax 19.02 16.29 0.00 Particulars 31.03.2016 31.03.2015 31.03.2014 Against our Promoter Group Nil Nil 3 4 Not Ascertainable Equity capital 596.00 596.00 596.00 Total Revenue 2,675.78 3,166.19 2,791.66 * The Company is in the process of transferring the pending litigations from the Transferor Companies to its name Preference Share Capital - - - Net Profit after tax 124.14 105.82 50.68 in accordance with the Scheme. Reserves and surplus Equity capital 50.00 1,350.00 1,350.00 For further details on "Outstanding Litigation", please refer to Information Memorandum, which will be available on (excluding Revaluation reserve) 35.30 16.29 0.00 Preference Share Capital - - - www.bseindia.com, www.nseindia.com and www.tvvision.in. Earnings per share (`) (Basic) 0.32 0.27 0.00 Reserves and surplus (excluding 14 Particulars of high, low and average closing prices of the shares of the listed transferor entity i.e. Earnings per share (`) (Diluted) 0.32 0.27 0.00 Sri Adhikari Brothers Television Networks Limited: Revaluation reserve) (19.93) (592.82) (698.64) Net asset value per share (`) 10.59 10.27 10.00 Earnings per share (`) (Basic) 1.15 0.78 0.38 BSE NSE Since, the Financials for the year ended 31st March, 2016 are in the process of finalisation, figures for the same have Earnings per share (`) (Diluted) 1.15 0.78 0.38 Fiscal Year High Low Average High Low Average not been provided. (`)(`) Price (`) (`) Price Net asset value per share (`)* 6.01 5.61 4.82 C Name of Group Company: Krishna Showbiz Services Private Limited 2015-16 410.00 239.90 324.95 413.05 236.25 324.65 E. Name of Group Company: Titanium Merchant Pvt. Ltd. Date of Incorporation: 05/06/2013 2014-15 261.00 69.05 165.03 262.60 68.25 165.43 Date of Incorporation: 27/11/2013 Principal Business: Broadcasting Business Principal Business: Buying, selling and distribution of TV programmes, films and serials 2013-14 89.80 67.00 78.40 90.00 65.90 77.95 Capital Structure of the Company: Capital Structure of the Company: Source: www.bseindia.com and www.nseindia.com. Average price is calculated as the average of the High and Particulars Amount in ` low prices for the respective year as mentioned above. Particulars Amount in ` Authorised Capital MATERIAL DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR Authorised Capital 5,00,00,000 Equity Shares of ` 10 each 50,00,00,000 In-principle Approval for listing of 3,49,44,500 equity shares of ` 10/- each of the Company received from 1,00,00,000 Equity Shares of ` 10 each 10,00,00,000  Total 50,00,00,000 National Stock Exchange of India Limited and BSE Limited on 21st July, 2016 & 10th August, 2016 Total: 10,00,00,000 Issued, Subscribed and Paid-Up Capital  Securities and Exchange Board of India granted relaxation under Rule 19(2)(b) of the Securities Contracts 4,45,50,000 Equity Shares of ` 10 each 44,55,00,000 Issued, Subscribed and Paid-Up (Regulation) vide its letter dated 7th September, 2016 ` Total 44,55,00,000 1,00,00,000 Equity Shares of 10 each 10,00,00,000 15 For further details, please refer the Information Memorandum as available on the Company’s website Financial Performance: Total: 10,00,00,000 www.governance.com and will be available on the website of the Stock Exchanges i.e. www.bseindia.com (` In Lakhs) Financial Performance: (` In Lakhs) and www.nseindia.com. Particulars 31.03.2016 31.03.2015 31.03.2014 Particulars 31.03.2016 31.03.2015 31.03.2014 For & on behalf of the Board of Directors of Total Revenue 3,133.43 - - Total Revenue 2,396.92 1,224.50 Nil TV Vision Limited Sd/- Net Profit after tax (71.09) - - Net Profit after tax 35.16 67.29 Nil Markand Navnitlal Adhikari Equity capital 4,455.00 - - Equity capital 1,000.00 1,000.00 1.00 Place: Mumbai Managing Director Preference Share Capital - - - Preference Share Capital - - - Date : 8th September, 2016 DIN: 00032016 PRESSMAN