6Th Annual Report (April 1, 2010 – September 30, 2010)
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6th Annual Report (April 1, 2010 – September 30, 2010) 6th Annual Report (April 1, 2010 – September 30, 2010) Reliance Broadcast Network Limited Reliance Broadcast(formerly RelianceNetwork Media World Limited Limited) CORPORATE INFORMATION BOARD OF DIRECTORS Shri Gautam Doshi, Director Shri Rajesh Sawhney, Director Shri Anil Sekhri, Director Shri Darius Jehangir Kakalia, Director Shri Pradeep Shah, Director Shri Prasoon Joshi, Director COMPANY SECRETARY AND MANAGER Shri Gururaja Rao Contents Page No. Notice of Annual General Meeting 4 AUDITORS Directors’ Report 8 M/s Chaturvedi & Shah Management Discussion and Analysis 12 Corporate Governance Report 23 BANKERS Practising Company Secretary’s HDFC Bank Ltd. Certificate on Corporate Governance Yes Bank Limited Report 42 Auditors’ Report on Financial REGISTERED OFFICE Statements 43 Reliance Braodcast Network Limited Balance Sheet 46 401, 4th Floor, Infiniti, Profit and Loss Account 47 Oshiwara, Link Road, Andheri (West), Cashflow Statement 48 Mumbai – 400 053. Schedules and Notes forming part of Balance Sheet and Profit and Loss REGISTRAR & TRANSFER AGENTS Account 49 Karvy Computershare Private Limited Balance Sheet abstract 67 (Unit: Reliance Broadcast Network Limited) Madhura Estate H. No. 1-9/13/C Consolidated Financial Statements Plot No. 13 & 13 C, Auditors’ report on Consolidated Survey No. 74 & 75, Madhapur Village Financial Statements 69 Hyderabad – 500 081 Consolidated Balance Sheet 70 Email: [email protected] Consolidated Profit & Loss Account 71 Telephone No. : 040 - 40308000 Consolidated Cash Flow Statement 72 Contact Person: Praveen Chaturvedi Schedules and Notes to the Consolidated Financial Statements 73 Information of Subsidiary Company (Reliance Television Private Limited) Directors’ Report 91 Auditors’ Report on Financial Investor Helpdesk Statements 93 Balance Sheet 96 Toll free no. (India): 1800 4250 999 Profit & Loss Account 97 Telephone : +91 40 4438 8000 Cash Flow Statement 98 Schedules and Notes forming part Fax : +91 40 2342 0859 of Balance Sheet and Profit and Loss Account 99 Email : [email protected] Balance Sheet Abstract 103 The Annual Report can be accessed at www.reliancebroadcast.com 3 Reliance Broadcast Network Limited NOTICE Notice is hereby given that the Sixth Annual General Management Act, 1999 and the Foreign Meeting of the Members of Reliance Broadcast Exchange Management (Transfer or Issue Network Limited will be held on Thursday, 31st March of Security by a Person Resident Outside 2011 at 10.00 A.M. at Auditorium, Reliance Energy India) Regulations, 2000, applicable Management Institute, 19 Aarey Colony, Jogeshwari rules, regulations, guidelines or laws and/ Vikhroli Link Road, Opp. SEEPZ, Mumbai 400 065 to or any approval, consent, permission or transact the following business: sanction of the Central Government, ORDINARY BUSINESS Reserve Bank of India and any other appropriate authorities, institutions or 1. To consider and adopt the Audited Balance Sheet bodies (hereinafter collectively referred as at September 30, 2010, the Profi t and Loss to as the “appropriate authorities”), and Account for the fi nancial year ended on that date subject to such conditions as may be and the Reports of the Board of Directors and prescribed by any one of them while Auditors thereon. granting any such approval, consent, 2. To appoint a Director in place of Shri Gautam permission and / or sanction (hereinafter Doshi, who retires by rotation and, being eligible referred to as the “requisite approvals”), offers himself for re – appointment. which may be agreed to by the Board of 3. To appoint a Director in place of Shri Rajesh Directors of the Company (hereinafter Sawhney, who retires by rotation and, being called the “Board” which term shall eligible offers himself for re – appointment. be deemed to include any committee which the Board may have constituted 4. To appoint Auditors and to fi x their remuneration or hereinafter constitute to exercise its and in this regard to consider and if thought powers including the power conferred fi t, to pass with or without modifi cation(s), the by this resolution), the Board be and following resolution as an Ordinary Resolution: is hereby authorised to issue, offer and “RESOLVED THAT M/s. Chaturvedi & Shah, allot equity shares/ fully convertible Chartered Accountants, (ICAI Reg. No. debentures/ partly convertible debentures 101720W) be and are hereby appointed as / non convertible debentures with the Statutory Auditors of the Company, to hold warrants/any other securities (other than offi ce from the conclusion of this Annual General warrants), which are convertible into or Meeting until the conclusion of the next Annual exchangeable with equity shares on such General Meeting of the Company, on such date as may be determined by the Board remuneration as shall be fi xed by the Board of but not later than 60 months from the Directors.” date of allotment (collectively referred SPECIAL BUSINESS to as “QIP Securities”), to the Qualifi ed Institutional Buyers (QIBs) as per the 5. Issue of equity shares to the Qualifi ed Institutional SEBI ICDR, whether or not such QIBs are Buyers. Members of the Company, on the basis of To consider and if thought fi t, to pass, with or placement document(s), at such time or without modifi cation(s), the following resolution times in one or more tranche or tranches, as a Special Resolution: at par or at such price or prices, and on a. “RESOLVED THAT pursuant to Section such terms and conditions and in such 81(1A) and all other applicable provisions manner as the Board may, in its absolute of the Companies Act, 1956 (including any discretion determine, in consultation with statutory modifi cation or re-enactment the Lead Managers, Advisors or other thereof, for the time being in force) and intermediaries, provided however that the enabling provisions of the Memorandum aggregate amount raised by issue of such and Articles of Association of the Company, QIP Securities shall not exceed Rs. 300 the Listing Agreements entered into with crores. the Stock Exchanges and subject to the b. RESOLVED FURTHER that the relevant provisions of Chapter VIII of the Securities date for the determination of applicable and Exchange Board of India (Issue of price for the issue of the QIP Securities Capital and Disclosure Requirements) shall be the date on which the Board of Regulations, 2009 (“SEBI ICDR”), the the Company decide to open the proposed provisions of the Foreign Exchange issue, or the date on which the holder of 4 Reliance Broadcast Network Limited NOTICE the securities which are convertible into the Company to settle any questions, or exchangeable with equity shares at diffi culties or doubts that may arise in a later date becomes entitled to apply regard to any such issue or allotment as for the said shares, as the case may be it may in its absolute discretion deem fi t. (“Relevant Date”). g. RESOLVED FURTHER that for the c. RESOLVED FURTHER that the Board be purpose aforesaid, the Board be and is and is hereby authorised to issue and allot hereby authorised to settle all questions, such number of equity shares as may be diffi culties or doubts that may arise in required to be issued and allotted upon regard to the issue, offer or allotment conversion of any Securities referred to of Securities and utilisation of the issue in paragraph (a) above or as may be proceeds including but without limitation necessary in accordance with the terms to the creation of such mortgage / of the offering, all such shares being pari hypothecation/ charge on the Company’s passu with the then existing shares of assets under Section 293(1)(a) of the the Company in all respects, as may be Companies Act, 1956 in respect of the provided under the terms of the issue and QIP Securities either on pari passu basis or in the offering document. otherwise or in the borrowing of loans as d. RESOLVED FURTHER that such of it may in its absolute discretion deem fi t these Securities to be issued as are not without being required to seek any further subscribed may be disposed of by the consent or approval of the Members or Board to such persons and in such manner otherwise to the end and intent that the and on such terms as the Board in its Members shall be deemed to have given absolute discretion thinks fi t in accordance their approval thereto expressly by the with the provisions of law. authority of this resolution. e. RESOLVED FURTHER that the issue to h. RESOLVED FURTHER that the Board be the holders of the Securities with equity and is hereby authorised to delegate all shares underlying such securities shall be or any of the powers herein conferred to inter alia, subject to suitable adjustment any Committee of Directors or any other in the number of shares, the price and Offi cer(s) / Authorised Representative(s) the time period etc., in the event of any of the Company to give effect to the change in the equity capital structure aforesaid resolution.” of the Company consequent upon any By Order of the Board of Directors merger, amalgamation, takeover or any other re-organisation or restructuring in the Company or of the capital of the Gururaja Rao Company. Company Secretary & Manager f. RESOLVED FURTHER that for the purpose of giving effect to any issue or Registered Offi ce allotment of Securities or instruments representing the same, as described in 401, 4th Floor, Infi niti, paragraph (a) above, the Board be and Oshiwara, Link Road, is hereby authorised to do all such acts, Andheri West, Mumbai – 400 053 deeds, matters and things as it may at Date: 1st March, 2011 its absolute discretion deem necessary or desirable for such purpose, including Notes: without limitation the entering into of 1. A member entitled to attend and vote at the underwriting, marketing and institution / Annual General Meeting (the Meeting) is trustees / agents and similar agreements entitled to appoint a proxy to attend and vote / and to remunerate the Managers, on a poll instead of herself/himself and the underwriters and all other agencies / proxy need not be a member of the Company.