DIRECTORS REPORT
Dear Members,
Your Directors have pleasure in presenting the Eighth Annual Report together with the audited financial statements of Alternate
Brand Solutions (India) Limited [the Company/ ABSL] for the financial year ended March 31, 2015.
1. Financial Highlights
Amount in `
Financial Year
2014-15
Financial Year
2013-2014
1,040,047
41,713
2,255
39,459
997,616
20,000,000
16,000,000
1,037,075
2,286,393
1,187,329
(515,923)
1,703,252
(705,636)
20,000,000
16,000,000
997,616
Income
Profit before tax & exceptional item
Tax expense
Profit after tax
Profit brought forward
Authorised Capital
Equity (issued, subscribed & paid up share capital)
Transfer to General Reserve
Surplus carried to Balance Sheet
2. Financial Performance, operations and state of
the Companys affairs
Attendance at the
Board Meeting
4 of 4
Mr. N. Subramanian
4 of 4
Mr. S. Sivakumar
4 of 4
Mr. A. P. Parigi *
3 of 4
*
Mr. A. P. Parigi resigned from the Board of
Directors of the Company effective February 6,
2015.
The Company has not entered into any materially
significant transactions with its Promoters, Directors or
BOARD OF
DIRECTORS REPORT
their relatives or with the Management, etc. that may
have potential conflict with the interest of the Company
at large.
7. Audit Report
The Audit Report does not contain any qualification,
reservation or adverse remark.
8. Auditors
At the 7th AGM held on August 12, 2014, the Members
had approved the appointment of S. R. Batliboi &
Associates LLP, Chartered Accountants (registration
number- 101049W) as the statutory auditors of the
Company to hold the office from the conclusion of the
7th AGM till the conclusion of the 12th AGM. As per
the provisions of Section 139 of the Act, the Company
shall place the matter relating to such appointment for
ratification by members at every AGM. Accordingly,
the appointment of S. R. Batliboi & Associates LLP,
Chartered Accountants, as the statutory auditors of the
Company is placed for ratification by the members of
the Company.
S. R. Batliboi & Associates LLP have furnished a
certificate in terms of the Companies (Audit and
Auditors) Rules, 2014 and confirmed their eligibility in
terms of Section 141 and all other applicable provisions
of the Act, read with the applicable rules thereto. Other
relevant information has been furnished at Item No. 3
of the Notice convening the AGM.
9.
Conservation of energy, Technology absorption
and Foreign exchange earnings and Outgo
Given the nature of the business of the Company, most
of the information required to be provided relating to
the Conservation of energy and Technology absorption
is not applicable.
However the information, as applicable, is given
hereunder:
(i) Conservation of energy:
The operations of the Company are not energy
intensive. Nevertheless, continuous efforts are
being made by the Company to reduce the
wastage of scarce energy resources.
BOARD OF
DIRECTORS REPORT
12. Share Capital
During the financial year under review, the Company
has not issued:
any equity shares with differential rights as to
dividend, voting or otherwise;
any shares to its employees under the Employees
Stock Option Scheme;
made by the Company during the financial year 201415 are provided in the financial statements. Please refer
to the Note no. 6 to the financial statements for details
of investments made by the Company.
16. Risk Management
The Board of Directors has adopted the Risk
Management Policy coupled with the Enterprise Risk
Management framework and has also established related
procedures to inform the Board Members about the
risk assessment and minimization procedures. Major
risks are identified, adequately mitigated continuously
and same are reported to the Board of Directors along
with the action taken report. Risk Management Policy
envisages assessment of strategy risk, operational risk,
financial risk, regulatory risk, human resource risk,
technological risk.
Risk Management Policy adopted by the Company
involves identification and prioritization of risk events,
categorization of risks into High, Medium and Low based
on the business impact and likelihood of occurrence of
risks and Risk Mitigation & Control.
Internal Audit is carried out by Vidya & Company,
Chartered Accountants. The Internal Audit report is
presented to the Board of Directors.
17. Internal Financial Controls
The Company has in place adequate internal financial
controls with reference to financial statements. The
Companys internal control systems, including internal
financial controls, are commensurate with the nature
and size of its business and same are adequate and
operating effectively. These systems are periodically
tested and no reportable material weakness in the
design or operation were observed. The Board of
Directors reviews the adequacy and effectiveness of the
Companys internal control system including internal
financial controls.
18. Subsidiary Company
The Company does not have any subsidiary or associate
company or joint venture.
19. Significant or material order
During the financial year under review, no significant
and material orders were passed by the regulators or
courts or tribunals impacting the going concern status
and the Companys operations in future.
BOARD OF
DIRECTORS REPORT
20.
Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
in the Company.
For and on behalf of the Board of Directors
sd/-
Prashant Panday
Chairman
(DIN: 02747925)
Mumbai, May 19, 2015
Registered Office:
Alternate Brand Solutions (India) Limited,
CIN: U92190MH2007PLC175549,
4th Floor, A-Wing, Matulya Centre,
Senapati Bapat Marg, Lower Parel (West),
Mumbai - 400 013.
BOARD OF
DIRECTORS REPORT
FORM NO. MGT-9 : EXTRACT OF ANNUAL RETURN
as on the financial year ended on March 31, 2015
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I.
: U92190MH2007PLC175549
ii)
Registration Date
: No
: Not applicable
Event Management
NIC Code of
the Product/
service
% to total
turnover of the
company
8230
0%
CIN
% of
shares held
L92140MH1999PLC120516
Entertainment Network (India) Limited [Holding Company]
A Wing, Matulya Centre, Senapati Bapat Marg, Lower Parel (West),
Mumbai 400 013, India.
Tel: 022 40983000/ 6662 0600. Fax: 022 6661 5030.
100
BOARD OF
DIRECTORS REPORT
IV. Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity)
i)
physical
a) Individuals/ HUF
b) Central Government
c) S tate Government(s)
d) B
odies Corporate
e) Banks / FIII
Total
% of total
shares
% Change
during the
year
% of total
shares
Demat
physical
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
1600000
1600000
100.00
1600000
100.00
0.00
0.00
0.00
0.00
1600000
1600000
100.00
1600000
100.00
0.00
a) NRIs- Individuals
0.00
0.00
0.00
b) O
ther Individuals
0.00
0.00
0.00
c) Bodies Corp.
0.00
0.00
0.00
d) Banks / FI
0.00
0.00
0.00
e) Any Other ..
0.00
0.00
0.00
0.00
0.00
0.00
Total shareholding of
Promoter
(A) = (A (1)+(A(2)
1600000
1600000
100.00
1600000
100.00
0.00
a) Mutual Funds
0.00
0.00
0.00
b) Banks / FI
0.00
0.00
0.00
c) Central Govt
0.00
0.00
0.00
d) State Govt(s)
0.00
0.00
0.00
0.00
0.00
0.00
f) Insurance Companies
0.00
0.00
0.00
g) FIIs
0.00
0.00
0.00
0.00
0.00
0.00
A. Promoters
(1) INDIAN
B. P
ublic Shareholding
(1) Institutions
i) Others (specify)
0.00
0.00
0.00
0.00
0.00
0.00
i) Indian
0.00
0.00
0.00
ii) Overseas
0.00
0.00
0.00
b) Individuals
i) Individual shareholders
holding nominal share
capital upto ` 1 lakh
0.00
0.00
0.00
0.00
0.00
0.00
c) Others (specify)
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
1600000
1600000
100.00
1600000
100.00
0.00
BOARD OF
DIRECTORS REPORT
ii) Shareholding of Promoters
Sl.
No
Shareholders Name
% of total
Shares of
the
company
% of Shares
Pledged /
encumbe
red to total
shares
No. of
shares
% of total % of Shares
Pledged /
Shares of
encumbe red
the
company to total shares
%
change in
shareholding
during the
year
1600000
100
Nil
1600000
100
Nil
Nil
Total
1600000
100
Nil
1600000
100
Nil
Nil
iii) Change in Promoters Shareholding (please specify, if there is no change): There is no change in the
Promoters Shareholding.
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs
and ADRs): Not applicable, since the Company is a 100% subsidiary of Entertainment Network (India) Limited.
v) Shareholding of Directors and Key Managerial Personnel:
Sl. Name
No
Shareholding at the
beginning of the year
No. of
shares
% of total shares
of the company
% of total shares
of the company
0.00
0.00
0.00
0.00
No.
of
shares
Cumulative Shareholding
during the year
0.00
0.00
0.00
0.00
0.00
V. Indebtedness
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Secured
Loans
excluding
deposits
Unsecured
Loans
Deposits
Total
Indebtedness
Total (i+ii+iii)
Net Change
BOARD OF
DIRECTORS REPORT
Secured
Loans
excluding
deposits
Deposits
Unsecured
Loans
Total
Indebtedness
Total (i+ii+iii)
Section ofthe
Companies Act
Brief
Description
Details of Penalty /
Punishment /
Compounding fees
imposed
Authority
[RD / NCLT/
COURT]
Appealmade,
if any
(give details)
Penalty
Nil
Nil
Nil
Nil
Nil
Punishment
Nil
Nil
Nil
Nil
Nil
Compounding
Nil
Nil
Nil
Nil
Nil
Penalty
Nil
Nil
Nil
Nil
Nil
Punishment
Nil
Nil
Nil
Nil
Nil
Compounding
Nil
Nil
Nil
Nil
Nil
A) Company
B) Directors
Nil
Nil
Nil
Nil
Nil
Punishment
Nil
Nil
Nil
Nil
Nil
Compounding
Nil
Nil
Nil
Nil
Nil
INDEPENDENT
AUDITORS REPORT
As required by the Companies (Auditors Report) Order, 2015 (the Order) issued by the Central Government of India
in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in
paragraphs 3 and 4 of the Order.
INDEPENDENT
AUDITORS REPORT
2.
The Company does not have any pending litigations which would impact its financial position;
ii.
The Company did not have any long-term contracts including derivative contracts for which there were any
material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund
by the Company.
10
Partner
Membership Number: 48966
Annexure to the
Independent
Auditors Report
Referred to in Paragraph 1 under the heading Report on other legal and regulatory requirements of our report
of even date
(i) The Company does not have any fixed assets and, accordingly, the requirements under paragraph 3(i) of the Order are
not applicable to the Company.
(ii) The Companys business does not involve inventories and, accordingly, the requirements under paragraph 3(ii) of the
Order are not applicable to the Company.
(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured
to companies, firms or other parties covered in the register maintained under section 189 of the Act. Accordingly, the
provisions of clause 3 (iii) of the Order are not applicable to the Company and hence not commented upon.
(iv) In our opinion and according to the information and explanations given to us, the Company has not rendered any services
during the year. The activities of the Company do not involve purchase of inventory and fixed assets and the sale of goods.
(v) The Company has not accepted any deposits from the public.
(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records
under clause 148 (1) of the Act, for the services of the Company.
(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including income-tax,
wealth-tax, service tax, cess and other material statutory dues applicable to it. The provisions relating to provident
fund, employees state insurance, sales-tax, customs duty, excise duty and value added tax are not applicable to the
Company.
(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax,
wealth-tax, service tax, cess and other material statutory dues were outstanding, at the year end, for a period of
more than six months from the date they became payable. The provisions relating to provident fund, employees
state insurance, sales-tax, customs duty, excise duty and value added tax are not applicable to the Company.
(c) According to the information and explanation given to us, there are no dues of income tax, wealth tax, service tax
and cess which have not been deposited on account of any dispute. The provisions relating to sales-tax, customs duty,
excise duty and value added tax are not applicable to the Company.
(d) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by
the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made
thereunder.
(viii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current
and immediately preceding financial year.
(ix) The Company has not issued any debentures or availed any loan from financial institutions or banks. Therefore, the
provisions of clause 3(ix) of the Order are not applicable to the Company.
(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by
others from bank or financial institutions.
(xi) The Company did not have any term loans outstanding during the year.
(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements
and as per the information and explanations given by the management, we report that no fraud on or by the Company has
been noticed or reported during the year.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W
per Govind Ahuja
Place of Signature: Mumbai
Date: May 19, 2015
Partner
Membership Number: 48966
11
BALANCE
as at
SHEET March 31, 2015
Notes
Figures as at
March 31, 2015
`
Figures as at
March 31, 2014
`
16,000,000
16,000,000
55,141,085
55,101,626
Trade payables
421,075
557,239
53,435
71,562,160
71,712,300
Current liabilities
TOTAL
ASSETS
Non-current assets
Non-current investments
65,754,539
59,142,314
4,865,295
6,605,456
468,984
367,505
473,342
5,597,025
71,562,160
71,712,300
Current assets
TOTAL
NOTES FORMING PART OF THE FINANCIAL STATEMENTS
As per our report of even date.
For S.R. Batliboi & Associates LLP
Firm Registration No. 101049W
Chartered Accountants
Govind Ahuja
Partner
Membership No. 48966
Prashant Panday
Chairman
DIN: 02747925
Mumbai
Dated: May 19, 2015
12
1-18
N. Subramanian
Director
DIN: 03083775
STATEMENT
OF PROFIT
for the year ended
& LOSS March 31, 2015
Other income
Notes
2014-2015
`
2013-2014
`
10
1,040,047
2,286,393
1,040,047
2,286,393
Total revenue
Expenses:
Other expenses
11
903,939
987,296
Finance cost
12
94,395
111,768
998,334
1,099,064
41,713
1,187,329
9,200
226,246
(6,946)
(183,753)
(558,416)
39,459
1,703,252
Basic
0.02
1.06
Diluted
0.02
1.06
Total expenses
Profit before taxation
Tax expense: (Refer Note 1(vii))
Current tax
Minimum alternate tax credit entitlement
Tax write backs for earlier years
Profit for the year
Earnings per equity share [nominal value per share:
` 10 (2013-14: `10)] (Refer Notes 1(vi))
17
1-18
Govind Ahuja
Partner
Membership No. 48966
Prashant Panday
Chairman
DIN: 02747925
N. Subramanian
Director
DIN: 03083775
Mumbai
Dated: May 19, 2015
13
CASH FLOW
for the year ended
Statement March 31, 2015
2014-2015
`
A) CASH FLOW FROM OPERATING ACTIVITIES :
Profit before taxation
Adjustments for :
Interest income
Interest expense
Profit on sale of current investments (net)
Profit on sale of non-current investments (net)
Bad Debts written off
Operating (loss) before working capital changes
Adjustments for changes in working capital :
(Decrease) in trade payables
(Decrease) / Increase in other current liabilities
Cash (used in) operations
Income tax refund (net)
Net cash generated from Operating Activities (A)
B) CASH FLOW FROM INVESTING ACTIVITIES :
Interest received
Purchase of non-current investments
Proceeds from sale of current investments
Proceeds from sale of non-current investments
Net cash (used in) Investing Activities (B)
C) CASH FLOW FROM FINANCING ACTIVITIES :
Interest paid
Net cash (used in) Financing Activities (C)
Net Increase / (Decrease) in Cash and Cash Equivalents (A)+(B)+(C)
Cash and Cash Equivalents as at the beginning of the year
Cash and Cash Equivalents as at the end of the year
NOTES ON CASH FLOW STATEMENT :
1 Cash and cash equivalents at the end of the year as per Balance Sheet
(Refer Notes 1 (v) and 8 in the financial statements).
2 Previous years figures have been regrouped and rearranged wherever
necessary.
41,713
1,187,329
(1,027,822)
94,395
(12,225)
577,824
(326,115)
(2,254,607)
111,768
(31,786)
(987,296)
(136,164)
(53,435)
(515,714)
6,283,766
5,768,052
(490,866)
5,963
(1,472,199)
17,282,867
15,810,668
1,027,822
(7,100,000)
500,000
(5,572,178)
2,254,607
(19,350,000)
1,100,000
(15,995,393)
(94,395)
(94,395)
101,479
367,505
468,984
101,479
(111,768)
(111,768)
(296,493)
663,998
367,505
(296,493)
468,984
468,984
367,505
367,505
Govind Ahuja
Partner
Membership No. 48966
Prashant Panday
Chairman
DIN: 02747925
Mumbai
Dated: May 19, 2015
14
2013-2014
`
N. Subramanian
Director
DIN: 03083775
part of the
NOTES forming
Financial Statements
1.
Basis of Accounting
The financial statements have been prepared in accordance with the generally accepted accounting principles in India
under the historical cost convention on an accrual basis. The financial statements comply in all material respects with
the accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of
the Companies (Accounts) Rules 2014. The accounting policies have been consistently applied by the Company and
are consistent with those followed in the previous year.
Dividend income on mutual fund units is accounted for when the right to receive the dividend is established
by the balance sheet date.
ii.
Interest income is recognised on a time proportionate basis taking into account the amount outstanding
and the rate applicable.
iii. Profit on sale of units of mutual funds is recognised at the time of redemption and is determined as the
difference between the redemption price and the carrying value.
iv. Investments
Investments that are intended to be held for not more than a year from the date of investment are classified as current
investments. All other investments are termed as long term investments. The portion of long term investments which
is expected to be realized within twelve months from the balance sheet date are classified as current investments.
Current investments are carried at cost or fair value, whichever is lower. Long term investments are stated at cost.
However, provision for diminution in value is made to recognise a decline other than temporary in the value of the
long term investments.
v. Cash and Cash Equivalents
In the Cash Flow Statement, cash and cash equivalents include cash in hand, demand deposits with banks, other
short-term highly liquid investments with original maturities of three months or less.
vi. Earnings Per Share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the period. Earnings considered in
ascertaining the Companys earnings per share is the net profit for the period after deducting preference dividends
and any attributable tax thereto for the period. The weighted average number of equity shares outstanding during
the period and for all periods presented is adjusted for events, (such as bonus shares) other than the conversion of
potential equity shares that have changed the number of equity shares outstanding without a corresponding change in
resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable
to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares.
15
part of the
NOTES forming
Financial Statements
16
part of the
NOTES forming
Financial Statements
Figures as at
March 31, 2015
`
Figures as at
March 31, 2014
`
20,000,000
20,000,000
16,000,000
16,000,000
16,000,000
16,000,000
Shares (nos.)
1,600,000
Shares (nos.)
1,600,000
Shares (nos.)
(in %)
1,600,000
(100 %)
Shares (nos.)
(in %)
54,104,010
54,104,010
997,616
39,459
1,037,075
55,141,085
(705,636)
1,703,252
997,616
55,101,626
421,075
421,075
557,239
557,239
53,435
53,435
1,600,000
(100 %)
17
part of the
NOTES forming
Financial Statements
Figures as at
March 31, 2015
Units
Figures as at
March 31, 2014
Units
NOTE 6 : INVESTMENTS
Non-Current investments (Refer Note 1(iv))
Non-Trade, Non-Current (Unquoted - Mutual Funds) at
cost
Reliance Liquid Fund - Treasury Plan - Growth Plan - Growth
Option - LFIG, of ` 1,000 each
Reliance Liquid Fund - Treasury Plan - Direct - Growth Plan Growth Option of ` 1,000 each
Reliance Money Manager Fund - Growth Plan - Growth Option
- LPIG, of ` 1,000 each
Reliance Medium Term Fund - Growth Plan - Growth Option IPGP, of ` 10 each
9,533
26,884,863
9,533
26,884,863
2,903
9,168,844
832
2,556,619
5,113
7,700,832
5,113
7,700,832
965,065
22,000,000
965,065
22,000,000
65,754,539
59,142,314
Note: Aggregate market value of unquoted mutual fund units held by the Company based on the NAV declared on the balance
sheet date by the mutual fund is ` 80,042,217 (Previous Year : ` 66,934,935).
Figures as at
March 31, 2015
`
NOTE 7 : LONG-TERM LOANS AND ADVANCES
(Unsecured considered good unless otherwise stated)
Other long term loans and advances
Minimum alternate tax credit entitlement
Advance tax and tax deducted at source [Net of provision of ` 1,228,376
(Previous Year : ` 1,002,130)]
18
Figures as at
March 31, 2014
`
2,800,358
2,064,937
2,793,413
3,812,043
4,865,295
6,605,456
468,984
468,984
367,505
367,505
473,342
5,597,025
473,342
5,597,025
part of the
NOTES forming
Financial Statements
2014-2015
`
2014-2015
`
1,027,822
12,225
1,040,047
2,254,607
31,786
2,286,393
12,104
198,455
67,881
514,199
112,360
1,213
577,824
1,983
903,939
400,000
2,629
2,587
987,296
94,395
94,395
111,768
111,768
Amounts recognised for Defined Benefit Plans in current year and previous four years
(`)
March 31,
2015
March 31,
2014
March 31,
2013
March 31,
2012
March 31,
2011
105,569
1,000,708
Surplus / (Deficit)
(105,569)
(1,000,708)
(646,697)
618,396
19
part of the
NOTES forming
Financial Statements
16. Related Party Disclosures as required under Accounting Standard 18 Related Party Disclosures are
given below:
i.
2014-2015
2013-2014
39,459
1,703,252
1,600,000
1,600,000
0.02
1.06
10.00
10.00
18. The previous year figures have been reclassified to conform to this years classification. Previous years figures have been
audited by M/s. Price Waterhouse & Co., Bangalore.
Govind Ahuja
Partner
Membership No. 48966
Prashant Panday
Chairman
DIN: 02747925
Mumbai
Dated: May 19, 2015
20
N. Subramanian
Director
DIN: 03083775