SANSCO SERVICES - Annual Reports Library Services - www.sansco.net tipsmusicfilms.com Tips Industries Ltd. Seventh Annual Report 2002-2003 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Board of Directors Senior Management Mr. Kumar S. Taurani Chairman & Mr. Rajeev Sogani Sr. Vice President Managing Director Mr. Ishwar Advani Vice President - Operations Mr. Shyam M. Lakhani Executive Director Mr. IT. Gursahani Vice President - Legal Mr. Boney Kapoor Director Mr. L.V. Shankaran Vice President - Finance Mr. J.J. Advani General Manager - Sales Mr. Amitabh Mundra Director Mr. Sunil Chellani Sr. Manager - Accounts & Ms. Radhika C. Pereira Director Finance Chartered Accountants Bankers M/s. Deloitte Haskins & Sells Bank of Baroda Mafatlal House, Backbay Reclamation Everest Building, Tardeo Road, Mumbai - 400 020. Mumbai-400 034. Registrars & Share Transfer Agents Intime Spectrum Registry Ltd. Company Law Consultant C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), M/s. Shirish Shetye & Associates Mumbai - 400 078 Tel. : 2592 3837 Fax : 5672693 Email : [email protected] Registered Office Plot No. A/18, Opp.Laxmi Industrial Estate, Off New Link Road, Andheri (West), Mumbai - 400 053. E-mail : [email protected] Web-site : www.tipsmusicfilms.com Domestic Branch Offices New Delhi: 1588/23, M.J. Building, Bhagirath Palace, Chandni Chowk, New Delhi -110002. Secunderabad:2Q3, Happy Trade Centre, S. D. Road, Opp. Clock Tower, Secunderabad-500 003. Domestic Subsidiary Company Tips Films Private Limited Plot No. A/18, Opp.Laxmi Industrial Estate, Off New Link Road, Andheri (West), Mumbai - 400 053. Overseas Branch Offices (Subsidiary Company) Dashmesh International Limited Registered Office: 5, Duke of Edinburgh Avenue, Port Louis, Republic of Mauritius Branches: Media City-Dubai (UAE), Durban (South Africa), New Jersey (USA) & Los Angeles (USA) Factories Silvassa:P\oi No. 22, Survey No. 126, Amli, Silvassa - 396 230, UT of Dadra & Nagar Haveli Palghar :P\ot No. 15, PLDC Complex, Chintupada, Village Mahim, Palghar, Dist. Thane, Maharashtra www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Tips Industries Ltd. CONTENTS Notice 02 Chairman's Statement 04 Directors ' Report 06 Auditors' Report 23 Balance Sheet 26 Profit & Loss Account 27 Cash Flow Statement 28 Schedules 30 Notes to Accounts 36 Balance Sheet Abstract and Company's General Business Profile 46 Consolidated Financial Statements 48 Accounts of Subsidiary Companies 67 Attendance Slip and Proxy Form 7th Annual Report 2002-2003 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Tips Industries Ltd. NOTICE without modification(s), the following resolution Notice is hereby given that the Seventh Annual as an Ordinary Resolution. General Meeting of TIPS INDUSTRIES LIMITED will be held on 17th November 2003 at 11.30 a.m. at "RESOLVED THAT Mr. Amitabh Mundhra who ISKCON Auditorium, Adjacent to Hare Krishna was appointed as an Additional Director of the Temple, Juhu, Mumbai-400049 to transact the Company by the Board of Directors and holds following business: office upto the date of this Annual General Meeting under section 260 of the Companies ORDINARY BUSINESS: Act, 1956 and in respect of whom notice in writing pursuant to Section 257 of the 1] To receive, consider and adopt the Balance Companies Act, 1956 has been received from Sheet as at 31st March, 2003, the Profit and Loss a member signifying his intention to propose Account for the year ended on that date and the Mr. Amitabh Mundhra as a candidate for the Directors' Report and the Auditors' Report office of Director, be and is hereby appointed as thereon. a Director of the Company whose term of office shall be liable to determination by retirement by 2] To appoint a Director in place of Mr. Boney rotation." Kapoor, who retires by rotation and, being eligible, offers himself for re-appointment. By order of the Board of Directors 3] To appoint a Director in place of Mr. Shyam Place: Mumbai Kumar S Taurani Lakhani who retires by rotation and, being Date: 27th September 2003 Chairman & Managing eligible, offers himself for re-appointment. Director 4] To appoint auditors and to fix their remuneration. Registered Office: Plot No.A-18, Opp. Laxmi Industrial Estate, SPECIAL BUSINESS Off. New Link Road, Andheri (West), 5] To consider and, if thought fit, to pass, with or Mumbai 400 058. Notes: Families and holders of Power of Attorney. For further details, please contact the Company's 1] A MEMBER ENTITLED TO ATTEND AND VOTE Secretarial Department. AT THE MEETING IS ENTITLED TO APPOINT A PROXY OR PROXIES TO ATTEND AND VOTE 4) Members are requested to: ON A POLL ONLY, INSTEAD OF HIMSELF/ HERSELF AND A PROXY SO APPOINTED (a) Intimate to the Company or the Registrars NEED NOT BE A MEMBER OF THE COMPANY. changes, if any, in their registered addresses at an early date. 2} The Register of Members and Transfer Books will be closed from 11th November 2003 to 17th (b) Quote folio numbers in all their November 2003 both days inclusive. correspondence. 3) Investor members can avail of the facility of (c) Bring their copy of the Annual Report to the nomination. Pursuant to Section 109A of the Annual General Meeting. Compa-nies Act, 1956, members may file nomination in respect of their shareholdings in (d) Bring the Attendance slip sent herewith, prescribed Form 2B(in duplicate) which is duly filled in, for attending the meeting. available at the Registered Office of the Company. The nominee shall be a person in 5) Members holding shares in the identical order whom all rights of transfer and/ or amount of names in more than one folio are requested payable in respect of the shares shall vest in to consolidate their holdings into one folio. the event of the death of the member(s). A minor can be a nominee provided the name of the 6) Members seeking any information or clarification guardian is given in the Nomination Form. The on the Accounts are requested to send in written facility of nomination is not available to non- queries to the Company, atleast seven days individual members such as societies, trusts, before the date of the meeting. Replies will be bodies corporate, Kartas of Hindu Undivided provided at the meeting only in respect of such 7th Annual Report 2002-2003 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Tips Industries Ltd. queries received. EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956. 7) Explanatory Statement pursuant to section 173 of the Companies Act, 1956 in respect of Item No. 5. special business is annexed hereto. The Board of Directors pursuant to Section 260 of the Companies Act, appointed Mr. Amitabh Mundhra 8) DETAILS OF DIRECTORS SEEKING as an Additional Director of the Company, with effect APPOINTMENT/RE-APPOINTMENT AS from 11th June 2003. He holds office only upto to the REQUIRED UNDER CLAUSE 49 OF THE date of the ensuing Annual General Meeting. LISTING AGREEMENT WITH THE STOCK EXCHANGES. The Company has received a notice in writing from a member under section 257 of the Companies Act, Item No. 2. 1956 signifying his intention to propose Mr. Amitabh Mr.Boney Kapoor, aged 47 years, is amongst the top Mundhra as a candidate for the office of Director of Hindi Films Directors in Indian Film Industry. Hes the Company. over 21 years of rich experience in the Entertainment Industry. He is a member of the Audit and The Board recommends his appointment as a Remuneration Committees of the Company. Director. Item No. 3. None of the Directors of the Company except Mr. Mr. Shyam Lakhani, aged 55 years, has working Amitabh Mundhra is interested or concerned in the experience of 31 years including over 16 years in the resolution. Music Industry. He has. been associated with the By Order of the Board Company right from its inception stage and he looks For Tips Industries Limited after overseas administration, sales and distribution activities of the Company. He is a member of the Place: Mumbai Kumar STaurani Shareholder/ Investors Grievance and the Share Date: 27th September 2003 Chairman & Managing Transfer Committees of the Company. Director Item No. 5. Registered Office: Mr. Amitabh Mundhra, aged 35 years is an Plot No.A-18, Opp. Laxmi Industrial Estate, Engineering Graduate and has vast experience in Off. New Link Road, Corporate Finance and Management. He is the Andheri (West), Chairman of Audit Committee and member of Mumbai 400 058. Remuneration Committee of the Company. 7th Annual Report 2002-2003 www.reportjunction.com SANSCO SERVICES - Annual Reports Library Services - www.sansco.net Tips Industries Ltd. Chairman's Speech acceptance. Against this backdrop our company focused its efforts in establishing steps that will eliminate the dependence on outside production for content quality by giving priority to own production. The developments in the film industry stated above has led me to the firm conviction that though slow, a firm corporate model of business with multi product lines is what will enhance the ability of the company to be a long term player in the market. It is an extension of this logic which prompted me to acquire Tips Films as a wholly owned subsidiary of Tips Industries Limited. Tips Films has established a sound platform for production and a platform for distributing movies across the country. Further, we have initiated steps to forge an alliance with select media players to establish an exhibition company which is expected to support our distribution business. Tips Films has successfully produced several blockbusters and as you are all October 13, 2003 aware "The Legend of Rhagat Singh" has. won the National Award for best Hindi film. Co-owners, Thus in the above model, I expect our company to become a full fledged production house with a strong Our company started operations in 1996 and within presence in all major segments of film making.