13th annual report 2014-15 · 13th annual report 2014-15 7 directors’ report to the members,...

13TH Annual Report 2014-15

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ENTERTAINMENT

LIMITED

13TH ANNUAL REPORT

2014-15


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S.No. PARTICULARS Page

No.

1. Corporate Information 3

2. Notice 4-6

3. Director’s Report & its Annexures 7-15

4. Management Discussion & Analysis Report 16-17

5. Report on Corporate Governance with

Annexures

18-29

6. Secretarial Audit report in Mr-3 30-32

7. Extract of Annual Return in MGT-9 33-43

8. Auditors Report for the year ended 31st March,

2015

44-47

9. Balance Sheet as on 31st March,2015 48-49

10. Profit and Loss Account 50-51

11. Notes forming part of the Balance Sheet,

Profit & Loss Account Significant Accounting

policies

52-63

12. Depreciation chart as per Companies Act,2013 64

13. Notes to Accounts 65-68

14. Cash flow Statement as at 31st March,2015 69-70

15. Proxy form 71

16. Attendance Slip 72

CONTENTS


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Gajraj Singh : Whole-Time Director Rajesh Kumar Ramjas Jaiswar : Non Independent Non Executive Director Neena Sood : Independent Director Suneel Kumar : Independent Director COMPLIANCE OFFICER

GAJ RAJ SINGH

STATUTORY AUDITORS M/s Ranjan Gupta & Co. Chartered Accountants

518, Kirti Shikhar, Janakpuri Dist. Centre, Janakpuri New Delhi-110058

BANKER TO THE COMPANY

HDFC BANK LIMITED

Surya Kiran Building K G Marg New Delhi - 110001

REGISTERED OFFICE 3/12, Ground Floor, Asaf Ali Road, New Delhi-110002. Phone: 011-32315575 Email Id: [email protected] Website: www.channelnineentertainment.com

REGISTRAR & SHARE TRANSFER AGENT

Beetal Financial and Computers Services Private Limited Beetal House, 3rd Floor,99, Madangir, Behind Local Shopping centre, Near Dada Harsukh Das Mandir, New Delhi-110062 Tel.: 011-29961281/83; Fax No. – 011-29961284 Email Id: [email protected] Website: www.beetalfinancial.com

CIN : L92132DL2002PLC116330 ANNUAL GENERAL MEETING Date & Time : 19th September, 2015 at 09:30 A.M. Day : Saturday Venue : Retreat Motel/Resort, Alipur, Main G.T. Road, Near Palla Mod, Delhi -110036

CORPORATE INFORMATION

BOARD OF DIRECTORS

mailto:[email protected]


http://www.beetalfinancial.com/


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NOTICE of 13th AGM

Notice is hereby given that the 13th Annual General Meeting of Channel Nine Entertainment Limited will be held on Saturday, 19th September,2015 at 09:30 A.M. at Retreat Motel/Resort, Alipur, Main G.T. Road, Near Palla Mod, Delhi -110036 to transact the following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Profit & Loss Account for the year ended March 31, 2015 and the Balance Sheet as at that date together with the Reports of the Board of Directors and the Auditors‟ thereon.

2. To appoint a Director in place of Mr. Rajesh Kumar Ramjas Jaiswar, who retires by rotation and being eligible offers himself for re-appointment.

3. To ratify the appointment of M/s Ranjan Gupta & Co., Chartered Accountants (Firm

Registration No. 17319N) as the statutory auditors of the Company to hold the office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting of the Company and to fix their remuneration.

“RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, and pursuant to the recommendations of the audit committee of the Board of Directors, M/s Ranjan Gupta & Co., Chartered Accountants(Firm Registration No- 17319N ), be and hereby re-appointed as the auditors of the Company, to hold office from the conclusion of this AGM to the conclusion of the next AGM and that the Board of Directors be and hereby authorized to fix such remuneration as may be determined by the audit committee in consultation with the auditors, and that such remuneration may be paid on progressive billing basis to be agreed upon between the auditors and the Board of Directors.”

SPECIAL BUSINESS

4. To appoint Mr. Suneel Kumar (DIN: 07135321) as an Independent Director and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 160, 149, 152 and all other applicable provisions and Schedule IV to the Companies Act, 2013, the Companies (Appointment the Companies (Appointment and Qualifications of Directors) Rules, 2014, as may be amended, from time to time and the Listing Agreement, Mr. Suneel Kumar (DIN: 07135321), who was appointed as an Additional Director with effect from 18th March,2015 and whose term expires at this Annual General Meeting, be and is hereby appointed as an Independent Director of the Company, to hold office for a term of five consecutive years commencing from the date of this Annual General Meeting of the Company.”

By Order of the Board

For CHANNEL NINE ENTERTAINMENT LIMITED Sd/-

Gaj Raj Singh Director

DIN: 02925387 Date: 20.08.2015 Place: New Delhi


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NOTES:

1. An Explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 with respect to the special business set out in the notice is annexed.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE (ONLY ON POLL) INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE DULY COMPLETED AND SIGNED PROXY FORM SHOULD REACH THE REGISTERED OFFICE OF THE COMPANY, NOT LESS THAN FORTY EIGHT HOURS BEFORE THE SCHEDULED TIME OF THE ANNUAL GENERAL MEETING.

A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING FIFTY AND HOLDING IN THE AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.

3. The Register of Directors and Key managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the AGM.

4. Members holding shares in physical form are requested to notify change in address, bank mandate and bank particulars for printing on the dividend warrants, if any, under their signatures to Beetal Financial & Computer Services Pvt. Ltd. Beetal House, 3rd Floor, 99,Madangir, Behind Local Shopping Centre, Near Dada Harsukdas Mandir, New Delhi-

110062. Members holding shares in electronic form may update such details with their respective Depository Participants.

5. Pursuant to Section 91 of the Companies Act, 2013, The Share Transfer Books and Members Register of the Company will remain closed from 16th September, 2015 to 18th September, 2015 (both days inclusive).

6. Members seeking any information regarding accounts should write to the Company at atleast seven days before the date of the meeting so as to enable the management to keep the information ready.

7. All documents meant for inspection and referred in the accompanying Annual Report are open for inspection at the Registered Office of the Company during office hours between 11.00 am to 1.00 pm on all working days till the date of Annual General Meeting.

8. Members are required to bring their admission slip along-with copy of the Annual Report at the Annual General Meeting.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 ITEM NO.4

Mr. Suneel Kumar was appointed as an Additional Director with effect from 18.03.2015, Pursuant to Section 149 of the Companies Act, 2013 (new act) read with the Rules made thereunder, the Independent Directors shall hold office for a period of upto 5 consecutive years and shall not be liable to retire by rotation. He may be appointed for a maximum of two consecutive terms of upto 5 years each. He is the Independent Directors of the Company.

He is independent director of the company and has been holding the office of Directorship. The Company has received notices in writing from a member along with the deposit of requisite amount under section 160 of the Act proposing the candidature of his appointment as Independent Directors of


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the Company. He is not disqualified from being appointed as Directors in terms of Section 164 of the Act and has given his consent to act as Director. The Company has also received declarations from her that he meet with the criteria of independence as prescribed under Section 149(6) of the Act and the Listing agreement. The Board considered the independence of them in terms of Section 149 and Schedule IV to the Companies Act, 2013 and the Listing Agreement and was of the view that he fulfill the criteria of independence as mentioned in the above provisions and can be appointed in the above provisions and can be appointed as Independent Directors

The Board recommends the resolution for your approval. Mr. Suneel Kumar is interested in his respective resolution to the extent of his appointment. None of the remaining Directors and their relatives is concerned or interested in the proposed resolutions.

Mr. Suneel Kumar is an eminent Professional and brings rich and varied experience to the Board. The Board of Directors recommend the resolution set out in the Notice for approval of the Members.

By Order of the Board

For CHANNEL NINE ENTERTAINMENT LIMITED Sd/-

Gaj Raj Singh Director


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Mr. RAJESH KUMAR RAMJAS JAISWAR, aged 28 years, is the Non-Executive Non Independent Director of our Company. He is graduate and has 4 Years of experience in marketing. He is associated with day to day affairs of this company. He has been on the Board of our Company since May, 2014. OTHER DIRECTORSHIP: PURPLE BUILDTECH PRIVATE LIMITED. SUNEEL KUMAR, aged 31 years is an Independent Director of our Company. He holds Graduation degree. He has been appointed as an Additional Director on the board w.e.f.18.03.2015. OTHER DIRECTORSHIP: ALPS MOTOR FINANCE LIMITED.


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DIRECTORS’ REPORT

To The Members, Channel Nine Entertainment Limited

Your Directors have pleasure in presenting the 13th Directors‟ Report of your Company together with Audited Statement of Accounts and the Auditors‟ Report of your Company for the financial year ended, 31st March 2015.

FINANCIAL SUMMARY OR HIGHSSLIGHTS/PERFORMANCE OF THE COMPANY

The highlights of financial results of your Company are as follows:

Particulars For the Financial year ended as on 31st March, 2015

For the Financial year ended as on 31st March, 2014

Amount (in Rs.) Amount (in Rs. )

Income 42,094,908 28,509,378

Less: Expenditure 40,170,903.62 26,837,853.61

Profit/(Loss) before taxation 1,924,004.38 1,671,524.39

Net profit/ (Loss) after taxation

1,344,496.38 526,458.29

FINANCIAL PERFORMANCE

During the year under review, the Company‟s income is Rs. 42,094,908 as against income of Rs.

28,509,378 in 2013-14.

RESERVES & SURPLUS

The Reserves and Surplus is Rs. 747.66 Lacs as on the end of the Current year and the Profit of the Current year Rs. 13.44 Lacs has been transferred to Reserve and Surplus. DIVIDEND

To plough back the profits in to the business activities, no dividend is recommended for the Financial year 2014-15.

SHARE CAPITAL

Sub-Division The Authorized Share Capital as on March 31, 2015 was Rs. 25 crores (25,00,00,000 shares of Rs.10/each). The Company has also split up its share capital from Rs.10 per share into the shares of Rs. 1/- each w.e.f. 03.03.2015.divided into 25,00,00,000(Rupees Twenty Five Crore )Equity Shares of Rs.1/-(Rupees One Only) each.


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Right Issue Channel Nine Entertainment Ltd has informed BSE that the Board of Directors of the Company at its meeting held on June 09, 2014 has approved raising the funds by way of right issue of Equity Shares in the ratio of 1 equity shares for 2 equity shares held by the existing shareholders of the Company. Consequent upon the In principle approval accorded by the BSE Limited, the Board of Directors in its meeting held on 26th December, 2014 allotted 77,63,200 Equity shares through right. Accordingly, BSE Limited granted its Listing and Trading Approval. UTILIZATION OF INITIAL PUBLIC OFFER PROCEEDS:

The initial Public Offer (IPO) proceeds have been utilized as under:-

Particulars Proposed Objects

Actual Utilizations as on 31st March, 2015

To finance the estimated expenditure of production of two (2) films 700.00 480.00

Strengthening Distribution operations 350.00 311.11

Brand Building 60.00 54.19

Issue Expenses 57.00 29.30

Unutilized portion NA 296.90

Total 1167.00 1171.50

Use of the proceeds from Right Issue as given below;

Particulars Proposed Object Actual Utilization upto

March,2015

To finance the estimated expenditure on Sports i.e Archery Documentary & Training Album 200.00 90.00

Event management - Voice of Delhi 300.00 60.00

To Purchase the low budget Hollywood movie to distribute in India 260.00 50.00

Issue Expenses 16.32 13.13

Unutilized portion NA 563.19

Total 776.32 776.32

CHANGE IN THE NATURE OF BUSINESS

During the year, the Company has not changed its nature of business.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 52 of the Listing Agreement to be entered into with BSE Limited., Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report.


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MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.

RISK MANAGEMENT POLICY

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion as per Sec 134 of Companies Act, 2013.

Therefore, in accordance with Companies Act, 2013, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

In today‟s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given below.

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interest in inspecting the same, such Member may write to the Compliance officer in advance.


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DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Sr. No.

Name of Director/KMP and Designation

Remuneration of Director/ KMP for FY 2014-15 (In Rs. )

% increase in Remuneration in FY 2014-15**

Ratio of Remuneration of Director to Median Remuneration of employees

Ratio of Remuneration of Director to Median Remuneration of Employees

1. Mr. Gaj Raj Singh, Whole Time Director

2,20,000 N.A. N.A. N.A.

2. Mr.Bhagat Singh 80000 N.A. N.A. N.A.

Mr. Bhagat Singh has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. April 16, 2014 and resigned w.e.f. 28/02/2015.

The number of permanent employees as on 31st March 2015 was 2. Average of remuneration of employees excluding KMPs – Nil No employee’s remuneration for the year 2014-15 exceeded the remuneration of any of the Directors. Company’s performance has been provided in the Directors’ Report which forms part of the Board Report. The key parameter for the variable component of key managerial personnel(s) is linked with Company performance and Individual performance. The remuneration of Directors, KMPs and other employees is in accordance with the Remuneration Policy of the Company. STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 AND FORMING PART OF DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015 –NOT APPLICABLE DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND ASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March, 2015, provision of section 129 of the Companies Act, 2013 is not applicable.


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STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is no adverse action against the business operations of the Company. FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2014 -15 had familiarize the Independent Directors with regard to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the Business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarize then with the Company‟s policies, procedures and practices. Periodic presentations are made to the Board and Board Committee meeting on Business and performance updates of the Company, Business strategy and risks involved. Quarterly updates on relevant statutory changes and judicial pronouncements and encompassing important amendments are briefed to the Directors. STATUTORY AUDITORS

In accordance with the provisions of the Companies Act, 2013, the Board of Directors of Your company

has proposed the ratification of appointment of M/s Ranjan Gupta & Co., Chartered Accountants(Firm

Registration No. 17319N), as Statutory Auditors of the Company for the financial year 2015-16.

AUDITORS’ REPORT

The Notes on Financial Statements referred to in the Auditors‟ Report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the f financial year ended 31st March, 2015 made under the provisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as Annexure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of Conservation of Energy and Technology Absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review. There was no foreign exchange earning & outgo during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company is not required to comply with the provisions related to Corporate Social Responsibility on the basis of its financial statement.


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DIRECTORS & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review, Ms. Kirti has resigned from the post of Directorship & appointment of Mr.

Rajesh Kumar Ramjas Jaiswar was made w.e.f. 31.05.2014. Ms. Asha Rani resigned from the post of director w.e.f. 18/03/2015 and Mr. Suneel Kumar was appointed as an Additional Independent Director w.e.f.18/03/2015. Mr. Bhagat Singh has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. April 16, 2014 and resigned w.e.f. 28/02/2015.

b) Declaration by an Independent Director(s) and re- appointment, if any

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, and Listing Agreement.

c) Formal Annual Evaluation Pursuant to the provisions of companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

a. BOARD MEETINGS

During the year Eighteen (18) Board Meetings were convened and held. The details of which are given below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

S. No. Date of meeting Total No. of Directors on the Date of

Meeting

No. of Directors

attended

1 16/04/2014 4 4

2 28/04/2014 4 4

3 27/05/2014 4 4

4 31/05/2014 4 4

5 09/06/2014 4 4

6 21/06/2014 4 4

7 31/07/2014 4 4

8 23/08/2014 4 4

9 12/09/2014 4 4

10 11/11/2014 4 4

11 13/11/2014 4 4

12 19/11/2014 4 4

13 26/12/2014 4 4

14 16/01/2015 4 4

15 18/02/2015 4 4


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16 28/02/2015 4 4

17 18/03/2015 4 4

18 30/03/2015 4 4

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

Name of Member Designation Category

Mrs. Asha Rani* Chairman Independent Director

Mrs. Neena Sood Member Independent Director

Mr. Rajesh Kumar Ramjas Jaiwar Member Non-Independent Non Executive Director

Mr. Suneel Kumar# Chairman Independent Director

# Appointed as an Additional Director of the Company w.e.f.18th March, 2015. * Resigned as an Independent Director w.e.f.18th March, 2015. COMPOSITION AND MEETINGS OF STAKEHOLDERS RELATIONSHIP COMMITTEE


Mrs. Neena Sood Chairman Independent Director

Mrs. Asha Rani* Member Independent Director


Mr. Suneel Kumar# Member Independent Director

# Appointed as an Additional Director of the Company w.e.f.18th March, 2015. * Resigned as an Independent Director w.e.f.18th March, 2015. NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013. The details of the Composition of the Nomination and Remuneration Committee are given below:


Mrs. Neena Sood Chairman Independent Director

Mrs. Asha Rani* Member Independent Director


Mr. Suneel Kumar# Member Independent Director

# Appointed as an Additional Director of the Company w.e.f.18th March, 2015. * Resigned as an Independent Director w.e.f.18th March, 2015.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for its Directors and employees. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy has been posted on the website of company. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year, Company has not provided Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013.


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PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which may have a potential conflict with the interest of the Company at large. The details of transactions with the Company and related parties are given for information under notes to Accounts.

SEXUAL HARASSMENT: The Company has zero tolerance for Sexual Harassment at workplace and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redresssal) Act, 2013 and the Rules made thereunder. There was no complaint on sexual harassment during the year under review. MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board has on the recommendation of the Nomination & Remuneration Committee framed a Policy for Selection and appointment of Directors, Senior management and their Remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sanjay Kumar Jha ,Proprietor of S.K. Jha & Associates, Company Secretaries to undertake the Secretarial audit of the Company. The Secretarial Auditor Report provided By the Secretarial Auditor in Form No. MR-3 has been enclosed as Annexure.

With reference to the qualifications, we wish to explain that the Company is searching the best person for the post of Company Secretary and Chief Financial Officer. CORPORATE GOVERNANCE CERTIFICATE

As per Clause 52 of SME Listing Agreement for Listed Companies on BSE Limited. A Certificate from Statutory Auditors of the Company on the compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts or tribunals, impacting the going concern status and company‟s operations in future.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors‟ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that -

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;


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(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Company‟s customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to grow in the competitive environment .The Board looks forward to their continued support and understanding in the years to come. Date: 20.08. 2015 Place: New Delhi

For and on behalf of the Board Channel Nine Entertainment Limited

Sd /- Sd/- Gaj Raj Singh Rajesh Kumar Ramjas Jaiswar Director Director DIN: 02925387 DIN: 06845321


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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENT:

The media and entertainment industry currently shows a good growth path, backed by strong

advertising revenues. Digitisation has provided greater impetus to the sector. As a result, demand

for talent with niche skill-sets is growing at a rapid pace. This calls for investment in media-

related education to build a strong talent pool, feel industry experts.

BUSINESS OVERVIEW

The Sales during the year 2014-15 are higher at 420.94 lacs as compared to 285.09 lacs in the

previous year on account of economic recession resulting in award of lesser number of

contracts.

SWOT

Our strength is our determination and team work, weakness is the low equity base, opportunities

are multiples and threats are the vibrations in the economy and government policies.

The financial highlights are as under: -

(Rs. in lacs)

Sales for the year 2014-2015 420.94

Provision for taxation 5.80

Profit after tax 13.44

Paid up equity share capital as on 31st Mar'2015 2328.96

INTERNAL CONTROL The Company has adequate internal control system, commensurate with the size of its operations. Adequate records and documents are maintained as required by laws. The Company's audit Committee reviewed the internal control system. All efforts are being made to make the internal control systems more effective.

SEGMENT WISE REPORTING

During the year under review, Company has achieved all sales through Cargo Handling only. We are dealing more on the animation front than the regular entertainment companies as we foresee further growth in this segment since Kids are always accompanied by their parents and the repeat value for the same is comparatively much higher.

OUTLOOK/OPPORTUNITIES

In Budget 2014-15, The government has earlier supported the growth of the media &

entertainment sector by taking various initiatives such as digitisation and increasing FDI limit

from 74 per cent to 100 per cent in cable and DTH satellite platforms. Today, it is working on a

new innovative model of financing infrastructure in the country which is likely to boost

employment in the sector, in times ahead.

DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL

PERFORMANCE.

The financials of the Company has prepared by ensuring the objectivity, credibility ,and correctness through proper financial reporting and disclosure processes, internal control, risk management policies and processes, tax policies, compliance and legal requirements and associated matters


17

RISKS AND CONCERNS

In any business, risks and prospects are inseparable. As a responsible management, the

Company‟s principal endeavour is to maximize returns. The Company continues to take all steps

necessary to minimise its expenses through detailed studies and interaction with experts.

HUMAN RESOURCES POLICIES

Human capital is a very important asset in a media company. Over the years, the Company has

built up a human resource structure, which has enabled the Company to grow and take up

challenges. The Company has a qualified team of professionals.

CAUTIONARY STATEMENT

Statement in this Management‟s Discussion and Analysis detailing the Company‟s objectives,

projections, estimates, estimates, expectations or predictions are “forward-looking

statements” within the meaning of applicable securities laws and regulations. Actual results

could differ materially from those expressed or implied. Important factors that could make a

difference to the Company‟s operations include global and Indian demand-supply

conditions, finished goods prices, feedstock availability and prices, cyclical demand and

pricing in the Company‟s principal markets, changes in Government regulations, tax

regimes, economic developments within India and the countries within which the Company

conducts business and other factors such as litigation and labour negotiations.


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REPORT ON CORPORATE GOVERNANCE

1 COMPANY PHILOSOPHY:

The Company‟s philosophy of corporate governance stems out from its belief that timely disclosures, transparent accounting policies, and a strong and independent Board go a long way in preserving shareholders trust while maximizing long term corporate values. Keeping in view the Company‟s size and complexity in operations, the company‟s corporate governance framework is based on the following main principles: a. Appropriate composition and size of the Board, with each Director bringing in Key expertise

in different areas. b. Timely and accurate disclosure of all material operational and financial information to the

stakeholders.

2 BOARD OF DIRECTORS:

As on 31st March, 2015, Board of Directors of the Company has optimum combination of Executive & Non-Executive Directors

Category No. of directors

Non-Executive & Independent

Directors

2

Other Non-Executive Directors 1

Executive Director

(Whole Time Director)

1

Total 4

The Chairman of the Board is an Independent Director.

As required under Section 149(3) of the Companies Act, 2013, Ms. Neena Sood, a women Director, has been already appointed as an Independent Director on the Board.

Other Relevant details of Directors:

Name of Director Category No. of Directorship(s) held in Indian public & private Limited Companies

Committee(s) position (including Channel Nine Entertainment Limited)

Member Chairman

Mr. Gaj Raj Singh Whole time Director

01 01 01

Mrs. Neena Sood

Independent Director

0 01 02

Mr. Rajesh Kumar Ramjas Jaiwar

Non Executive Director

01 3 NIL

Mr. Suneel Kumar#

Independent Director

01 3 NIL


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Mrs. Asha Rani* Independent Director

04 2 1

**Includes Audit Committee, Nomination & Remuneration Committee and Stakeholder Relationship Committee .

# Appointed as an Additional Director of the Company w.e.f.18th March, 2015. * Resigned as an Independent Director w.e.f.18th March, 2015.

None of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5 Committees (as specified in Clause 52 of the Listing Agreement), across all the Companies in which he is a Director.

BOARD MEETINGS HELD DURING THE YEAR:-

During the Financial Year 2014- 15, Eighteen (18) Board Meetings were held on the following dates:-

16/04/2014, 28/04/2014, 27/05/2014, 31/05/2014, 09/06/2014, 21/06/2014, 31/07/2014, 23/08/2014, 12/09/2014, 11/11/2014, 13/11/2014, 19/11/2014, 26/12/2014, 16/01/2015/18/02/2015, 28/02/2015, 18/03/2015, 30/03/2015.

The intervening period between the Board Meetings were within the maximum time gap prescribed under Companies Act, 2013 and Clause 52 of Listing Agreement.

The last Annual General Meeting of the Company was held on 22nd September, 2014.

Details of attendance of Directors at various Board Meetings and at an Annual General Meeting held during the Financial Year 2014-15, are as under:

Name of Director Board meetings held during the period

Board meetings attended

Whether Attended last AGM

Mr. Gaj Raj Singh 18 18 Yes

Mrs. Neena Sood

18 18 Yes

Mr. Rajesh Kumar Ramjas Jaiwar

15 15 Yes

Mrs. Asha Rani* 16 16 Yes

Mr. Suneel Kumar# 02 02 N.A.

# Appointed as an Additional Director of the Company w.e.f.18th March, 2015. * Resigned as an Independent Director w.e.f.18th March, 2015. 3. COMMITTEES OF THE BOARD. (a) AUDIT COMMITTEE

The Audit Committee of the Company consist three Directors out of which two are Non Executive Director of the Company. All the Directors have good knowledge of Finance, Accounts and Company Law. The Chairman of the Committee is Mr. Suneel Kumar. All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.


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The composition of the Audit Committee as at March 31, 2015:

1. Mrs. Asha Rani* 2. Mrs. Neena Sood 3. Mr. Rajesh Kumar Ramjas Jaiwar 4. Mr. Suneel Kumar#

Meetings of Audit Committee and their Attendance:

27th May, 2014, 23rd August 2014, 13th November 2014, 16th January 2015 and 18th March, 2015.

Sr. No. Name of the Director Designation Category No. of Meetings

Attended

1. Mrs. Asha Rani* Chairman Independent Director

4

2. Mrs. Neena Sood Member Independent Director

5

3. Mr. Rajesh Kumar Ramjas Jaiwar

Member Non Executive Non Independent Director

4

4. Mr. Suneel Kumar# Chairman Independent Director

1

# Appointed as an Additional Director of the Company w.e.f.18th March, 2015. * Resigned as an Independent Director W.e.f.18th March, 2015.

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Clause 52 of the Listing Agreement.

Some of the important functions performed by the Committee are:

• Oversight of the Company‟s financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

• Reviewing with the Management the quarterly/half yearly unaudited financial statements and the Auditors‟ Limited Review Report thereon/audited annual financial statements and Auditors‟ Report thereon before submission to the Board for approval.

• Review the Management Discussion & Analysis of financial and operational performance. • Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the

Company‟s accounting principles with reference to the Generally Accepted Accounting Principles in India (IGAAP).

Recommending to the Board, the appointment/re-appointment of statutory/internal auditors and the fixation of audit fees.

• Review the investments made by the Company.

(b) . STAKEHOLDERS’ RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act, 2013 and the Listing Agreement, the Board has renamed the existing “Shareholders‟/Investors‟ Grievance Committee” as the “Stakeholders‟ Relationship Committee”.

The terms of reference of the Committee are:

• transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;


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• issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

• issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;

• issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;

• to grant Employee Stock Options pursuant to approved Employees‟ Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;

• to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

• to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;

• to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

• monitoring expeditious redressal of investors / stakeholders grievances;

• all other matters incidental or related to shares, debenture

The Stakeholder Relationship Committee of the Board comprises of three Directors as at 31st March 2015:-

Sr.

No.

Name of the Director Designation Category

1. Mrs. Neena Sood Chairman Independent Director 2. Mrs. Asha Rani* Member Independent Director

3. Mr. Rajesh Kumar Ramjas Jaiwar

Member Non Independent Non Executive

4. Mr. Suneel Kumar# Member Independent Director


Meetings during the year:-

During the Year ended March 31, 2012, Five (5) meetings of the Committee were held on the following dates:-

27th May, 2014, 23rd August 2014, 13th November 2014, 16th January 2015 and 18th March, 2015.

The attendance record of Stakeholders‟ Relationship Committee is given as follows

Name of the Member No. of Meetings Attended

Mrs. Neena Sood 5

Mrs. Asha Rani* 4

Mr. Rajesh Kumar Ramjas Jaiwar 4

Mr. Suneel Kumar# 1


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The details of investor complaints received and resolved during the period April 1, 2014 & March 31, 2015 is as under:

No. of Investor Complaints received from April 1, 2014 to March 31, 2015

No. of Investor Complaints resolved from April 1, 2014

to March 31, 2015

No. of Investor Complaints pending at the end of

March 31, 2015

NIL

NIL NIL

(c) NOMINATION AND REMUNERATION COMMITTEE

In compliance with Section 178 of the Companies Act, 2013, the Board has renamed the existing “Compensation Committee” as the “Nomination and Remuneration Committee”.

Composition

The composition of Nomination and Remuneration Committee of the Board comprises of three Directors as at 31st March, 2015:-

Sr. No.

Name of the Director Designation Category

1. Mrs. Neena Sood Chairman Independent Director 2. Mrs. Asha Rani* Member Independent Director

3. Mr. Rajesh Kumar Ramjas Jaiwar Member Non Independent Non Executive

4. Mr. Suneel Kumar# Member Independent Director


The terms of reference of the Committee inter alia, include the following:

• Succession planning of the Board of Directors and Senior Management Employees;

• Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

• Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

• Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

• Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

REMUNERATION POLICY

The Company has not paid any remuneration to Directors during the year under review.

4. INDEPENDENT DIRECTORS’ MEETING During the year under review, the Independent Directors met to discuss:

• Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.

• Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors.

• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.


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• All the Independent Directors were present at the Meeting.

5. DISCLOSURES:

(a) Materially Significant related party transactions

There was no transaction of material nature with any of the related party, which is in conflict with the interest of the company.

(b) Details of non compliance by the company, penalties, strictures imposed on the company by the Stock Exchange or SEBI or any authority on any matter related to capital markets during last 3 years. There was no instance of levy of any penalties during the last three years.

5. ANNUAL GENERAL MEETINGS Details of Annual General Meeting held in last three years.

Financial Year Location Meeting Date & Day

Time No. of Special Resolutions Passed

2013-14 3/12, Ground Floor, Asaf Ali Road, New Delhi-110002

22/09/2014, Monday

09:30 A.M. No special resolution was passed.

2012-13 3/12, Ground Floor, Asaf Ali Road, New Delhi

25/09/2013, Wednesday


2011-12 3/12, Ground Floor, Asaf Ali Road, New Delhi

29/09/2012, Saturday


6. EXTRAORDINARY GENERAL MEETING

During the Year 2014-15, Extra –Ordinary General Meeting held on 16th Feb, 2015 for Sub-Division of Equity Shares & Alteration of Capital Clause of Memorandum of Association of the Company. 7. POSTAL BALLOT

No resolution was passed through postal ballot pursuant to section 110 of the Companies Act, 2013 read with rule 22 of Companies (Management and Administration) Rules, 2014 for obtaining the consent of the shareholders of the Company during the year 2014-15.

8. MEANS OF COMMUNICATION

The Company regularly intimates un-audited half yearly as well as audited yearly financial results to the Stock Exchanges immediately, after these were taken on record by the Board in accordance with provisions of the Listing Agreement and also uploaded on the Company‟s website – www.channelnineentertainment.com

9. COMPLIANCE WITH ACCOUNTING STANDARDS

In the preparation of the financial statements, the Company has followed the Accounting Standards notified pursuant to Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provision of the Companies Act, 1956 read with General Circular 8/2014 dated April 04, 2014, issued by the Ministry of Corporate Affairs. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.

10. INTERNAL CONTROLS

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information

http://www.channelnineentertainment.com/


24

and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.

11. CEO & MD / CFO Certification

The CEO & MD and the CFO have issued certificate pursuant to the provisions of Clause 52 of the Listing Agreement certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company‟s affairs. The said certificate is annexed and forms part of the Annual Report.

12. PREVENTION OF INSIDER TRADING The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company‟s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary & Head Compliance is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

13. SHAREHOLDERS INFORMATION

(i) Annual General Meeting

Date : Saturday, 19th September, 2015 Time : 09:30 A.M. Venue : Retreat Motel/Resort, Alipur, Main G.T. Road, Near Palla Mod, Delhi -110036

(ii) Financial Calendar (tentative)

The Financial year of the company is from April to March. The financial Calendar 2015-2016 (tentative) is as per following:-

First Half yearly results (30th September) 2nd week of November, 2015 Second Half yearly / Annual Results (31st March) 2nd week of May, 2016

(iii) Book Closure Period

Wednesday, 16th September, 2015 to Friday, 18th September, 2015 (Both Days inclusive).

(iv) Listing

The Equity Shares of the Company are currently listed at the BSE Limited on SME Platform. The listing Fee for 2015-16 has been paid to BSE where the Company‟s shares are listed.

(v) Stock Symbol/Code

BSE Limited ACEEDU / CNEL/ 535142

(vi) Market Price Data

The monthly high & low quotations of the Company‟s Shares traded on the BSE Limited during the Financial Year 2014-2015, along with the performance of Stock, are as under:

Month Open High Low Close No. of Shares

No. of Trades

Total Turnover

Apr 14 359.70 492.60 359.70 492.15 12,72,000 601 56,28,55,650

May 14 496.50 508.00 418.70 472.15 11,84,000 1,322 55,13,08,450


25

Jun 14 462.75 504.25 448.55 496.20 8,07,000 1,070 39,04,49,500

Jul 14 498.80 504.25 475.00 496.50 3,94,000 450 19,47,01,600

Aug 14 519.75 631.00 497.00 504.00 2,31,000 277 12,48,72,475

Sep 14 503.50 506.00 500.00 500.00 2,35,500 262 11,85,48,775

Oct 14 501.00 503.10 497.00 500.00 81,000 102 4,05,65,525

Nov 14 499.00 782.45 494.00 503.50 1,75,500 200 9,37,66,125

Dec 14 504.00 511.50 396.40 445.00 2,12,000 308 10,50,08,900

Jan 15 499.00 499.50 399.60 425.00 1,17,500 150 5,00,81,175

Feb 15 424.00 490.00 419.50 428.60 3,34,500 527 14,24,36,350

Mar 15 40.60 41.95 21.85 23.00 56,60,000 1,693 14,57,08,375

(vii) Registrar & Transfer Agent The Company has authorised RTA to deal with the all the correspondence in relation to the Dematerialisation / Rematerialisation/ Transfer of Equity Shares of the Company and the matters related therewith may directly be addressed at the address given below

M/s Beetal Financial & Computer Services Private Limited is the Registrar and Share Transfer Agent in the Company for both Physical and dematerialised form. The Company has authorised to deal with the all the correspondence in relation to the Dematerialisation/Rematerialisation/ Transfer of Equity Shares of the Company and the matters related therewith may directly be addressed at the address given below:

M/s Beetal Financial & Computer Services Private Limited Beetal House, 3rd Floor, 99, Madan gir Behind Local Shopping Centre, Near Dada Harsukh Das Mandir, New Delhi-110062 Telephone: +91 11 29961283, Fax: +91 11 29961284

(viii) Share Transfer System

The Company‟s Share being in compulsory Dematerialised form, are traded through the depository System. However, Shares in the physical form are processed by the Registrar & Share Transfer Agent (RTA), M/s Beetal Financial & Computer Services Private Limited, Delhi. All requests received by the Company/RTA for Dematerialisation/Re-materialisation/Transfer are disposed off expeditiously. The Share Transfer process is reviewed by the Shareholders‟/Investors‟ Grievance Committee.

In compliance with the Clause 50(c) of the Listing Agreement with Stock Exchanges, the Company obtains a Certificate from Practising Company Secretary on the half-yearly basis confirming duly compliance of Share Transfer formalities by the Company and files a copy of the certificate with the Stock Exchanges.

(ix) Shareholding Pattern as on March 31, 2015

Category No. of Shares held Percentage of Shareholding (%)

Promoter and Promoter Group 4,79,34,000 20.58

Market Maker 1492500 0.64


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Bodies Corporate 66291664 28.46

Clearing Members 330000 0.14

HUF / Trust 10106500 4.34

General Public 106741336 45.83

Total 232896000 100

(x) Distribution of Shareholding as on March 31, 2015.

From – To No. of Shareholders No. of Shares

Number % Total Number %Total

1-5000 22 2.23 82,150 0.0353

5001-10000 11 1.12 1,04,364 0.0448

10001-20000 14 1.42 2,53,720 0.1089

20001-30000 41 4.16 11,30,380 0.4854

30001-40000 22 2.23 8,35,120 0.3586

40001-50000 99 10.04 49,06,320 2.1067

50001-100000 488 49.49 3,23,78,176 13.9024

100001 & Above 289 29.31 19,32,05,770 82.9580

Total 986 100.00 23,28,96,000 100.0000

(xi) Dematerialization of Shares and Liquidity

The Company‟s Equity Shares are in compulsory dematerialized segment and are available for trading on the Stock Exchange in National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

As on 31st March, 2015, a total of 22,24,18,020 equity shares aggregating to 95.50 % of the total issued, subscribed and paid-up equity share capital of the Company were in dematerialized form.

The equity Share of the Company are regularly traded on the BSE Limited.

(xii) Outstanding GDRs/ADRs/Warrants/Convertible Instruments, Conversion date and likely impact on Equity

There is no outstanding GDRs/ADRs/Warrants/Convertible Instruments as on the date.

(xiii) The ISIN No. of the Company is INE437O01025 (with NSDL and CDSL)

(xiv) Code Of Conduct

The Company has in place a Code of Conduct applicable to the Board Members as well as the Senior Management. All the Board Members and the Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct as on March 31, 2015. A declaration to this effect, duly signed by Director is annexed and forms part of this report.

(xv) Address For Correspondence

The Shareholders may send their communication grievances/queries to the Registrar & Share Transfer Agent at their address mentioned above or to the Company at: Regd. Office: 3/12, Ground Floor, Asaf Ali Road, New Delhi-110002. Email ID: [email protected]

(xvi) Compliance Officer

GAJ RAJ SINGH Regd. Office: 3/12, Ground Floor, Asaf Ali Road, New Delhi-110002. Email ID: [email protected]




27

ANNUAL DECLARATION BY DIRECTOR PURSUANT TO CLAUSE 52 (I) (D) (ii) OF THE

LISTING AGREEMENT

To, The Members Channel Nine Entertainment Limited

I, Gajraj Singh, Executive Director of Channel Nine Entertainment Limited hereby declare that all the

Directors and the designated employees in the senior management of the Company have affirmed

compliance with their respective codes for the Financial Year ended March 31, 2015.

For Channel Nine Entertainment Limited

Sd/- Gajraj Singh

Director DIN: 02925387

Date:20.08.2015 Place: New Delhi


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CERTIFICATION BY CEO/CFO UNDER CLAUSE 52( V) OF THE LISTING AGREEMENT

The Board of Directors,

Channel Nine Entertainment Limited

We have reviewed the Financial Statements and the Cash Flow Statement of Channel Nine Entertainment

Limited. for the year ended March 31, 2015 and to the best of our knowledge and belief:

(a) (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the Company‟s affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or violative of the Company‟s Code of Conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take for rectifying these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee:

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies made during the year and the same have been disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company‟s internal control system over financial reporting.

Sd/-

Gajraj Singh Director



29

AUDITORS CERTIFICATE OF CORPORATE GOVERNANCE

To,

The Members, Channel Nine Entertainment Limited

We have examined the compliance of conditions of Corporate Governance by Channel Nine

Entertainment Limited for the financial years ended March 31, 2015 as stipulated in clause 52 of the

Listing Agreement of the said Company with the Stock Exchange(s).

The compliance of conditions of Corporate Governance is the responsibility of the management. Our

examination was limited to procedures and implementation thereof, adopted by the Company for

ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an

expression of opinion on the financial statements of the Company.

In our opinion, and to the best of our information and according to the explanations given to us, we

certify that the Company has complied with the conditions of Corporate Governance as stipulated in

Clause 52 of the abovementioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company

nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For M/s. Ranjan Gupta & Co Chartered Accountants

Sd/-

Mr. CA.Ranjan Gupta (Prop.)

Membership No. 082408 FRN: 17319N

Date: 20.08.2015 Place: New Delhi


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Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of The Companies (Appointment and Remuneration Personnel) Rules, 2014]

To, The Members, Channel Nine Entertainment Limited We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Channel Nine Entertainment Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon we report that –

a. Maintenance of Secretarial records is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our Audit.

b. We have followed the Audit Practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in the secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

c. We don‟t verify the correctness and appropriateness of the financial statements of the company.

d. Where ever required, we have obtained the management representation about the compliances of law, rules and regulations and happening of events etc.

e. The Compliance of the provisions of the corporate and other applicable laws, rules and regulations, standards is the responsibility of the management. Our examination was limited to verification of procedures on test basis.

f. The Secretarial Audit Report is neither an assurance as to future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Based on our verification of the Channel Nine Entertainment Limited books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, We hereby report that in my/our opinion, the company has, during the audit period covering the financial year ended on 31st March 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in placed to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by “the Company” for the financial year ended on 31st March 2015, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

- The Company has not appointed - Company Secretary; - Internal Auditor; - Chief Financial Officer


31

- The Company Secretary of the Company resigned w.e.f. 28th February, 2015. The post has been lying vacant since then.

(ii) The Securities Contracts (Regulation) Act, 1956 („SCRA‟) and the rules made there under duly complied.

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under were duly complied.

(iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; are not applicable on the company for the FY 2014-15 as disclosed by the Management of the company.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 („SEBI Act‟):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011: The Company has filed all disclosure within prescribed time and duly complied all the provisions as disclosed by the Management of the company.

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992: The Company has duly complied with all the provisions as disclosed by the Management of the company. The company has received a show cause notice from BSE on abnormal price fluctuation.

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 : The said regulations were applicable to the company during the year ended 31-03-2015.The company has duly complied with the provisions of this regulation on the time of right issue of shares.

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 : The said guidelines were not applicable to the company during the year ended 31-03-2015.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 : The said regulations were not applicable to the company during the year ended 31-03-2015.

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 : The regulations in relation to the Companies Act and dealing with client provisions were duly complied.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 : The regulations were not applicable to the company during the year ended 31-03-2015, and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 : The regulations were not applicable to the company during the year ended 31-03-2015.

(vi) The company is importing the Goods and materials for their trading and manufacturing business : The applicable provisions of the Customs Act 1962, FEMA 1999 and the Central Excise Act, 1944 have been duly complied with by the company. We have obtained the management representation in this regard.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India under the provisions of Companies Act, 1956; (Not notified and hence not applicable to the Company

during Audit period) and

(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange; We further report that


32

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Ms. Kirti resigned from the post of Director, Mr. Rajesh Kumar Jaiswar Kumar appointed as Non Executive and Non Independent Director w.e.f. 31st May, 2014 and Ms. Asha Rani has resigned from the Post of Independent Director and Mr. Suneel Kumar has been Appointed as an Independent Director w.e.f. 18th March, 2015.. Accordingly, the Audit Committee, Stakeholder Relation committee and Nomination & Remuneration Committee have been reconstituted.

Adequate notices were given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members‟ views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Note: Please report specific observations / qualification, reservation or adverse remarks in respect of the Board Structures/system and processes relating to the Audit period.

Some of the Provisions that are applicable on the company during the year:

(i) Right issue of shares - YES (iii) Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013 We further report that during the audit period the company has given full corporation and give details of specific events / actions having a major bearing on the company‟s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above. Date: 20th August, 2015 Place: New Delhi For S.K. Jha & Associates

Company Secretaries Sd/-

Sanjay Kumar Jha Prop. M. No. –5076

C.P. No.:3749


33

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L92132DL2002PLC116330

2. Registration Date 25/07/2002

3. Name of the Company CHANNEL NINE ENTERTAINMENT LIMITED

4. Category/Sub-category of

the Company

Company limited by shares/ Indian Non-Government Company.

5. Address of the Registered

office & contact details

3/12, Ground Floor, Asaf Ali Road,Delhi -110002. Phone: 011-32315575 Email Id: [email protected] Website: www.channelnineentertainment.com

6. Whether listed company Listed

7. Name, Address & contact

details of the Registrar &

Transfer Agent, if any.

Beetal Financial and Computers Services Private Limited Beetal House, 3rd Floor,99, Madangir, Behind Local Shopping centre, Near Dada Harsukh Das Mandir, New Delhi-110062 Tel.: 011-29961281/83; Fax No. – 011-29961284 Email Id: [email protected] Website: www.beetalfinancial.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated

S. No. Name and Description of main

products / services

NIC Code of the

Product/service

% to total turnover of the

company

1 Movies & Entertainment 9211 100 %

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S. N0 NAME AND

ADDRESS OF THE

COMPANY

CIN/GLN HOLDING/

SUBSIDIARY/

ASSOCIATE

% OF

SHARES

HELD

APPLICABLE

SECTION

1 N.A. N.A. N.A. N.A. Section 2(46)

and Section

2(87)(ii)

2 N.A. N.A. N.A. N.A. Section 2(87)(ii)



http://www.beetalfinancial.com/


34

3 N.A. N.A. N.A. N.A. Section 2(6)

VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of

Shareholder

s

No. of Shares held at the beginning of the

year[As on 31-March-2014]

No. of Shares held at the end of the year[As on 31-

March-2015]

%

Change

during

the year Demat Physical Total % of

Total

Share

s

Demat Physical Total % of Total

Shares

A.

Promoters

(1) Indian

a)

Individual/

HUF

3195600 - 3195600 20.58 47934000 - 47934000 20.58 Nil

b) Central

Govt

- - - - -

c) State

Govt(s)

- - - - -

d) Bodies

Corp.

- - - - - - - - -

e) Banks / FI - - - - - - - - -

f) Any other - - - - - - - - -

Sub-total

(A)(1)

3195600 - 3195600 20.58 47934000 - 47934000 20.58

Nil

(2) Foreign

a) NRIs –

Individuals

- - - - - - - -

b) Others –

Individuals

- - - - - - - -

c) Bodies

Corp.

- - - - - - - -

d) Banks/FI - - - - - - - - -


35

e) Any other - - - - - - - -

Sub-total

(A)(2)

- - - - -

Total

shareholdin

g of

Promoter

(A) = (A)(1)

+ (A)(2)

3195600 - 3195600 20.58 47934000 - 47934000 20.58 Nil

B. Public

Shareholdin

g

1.

Institutions

- - - - -

a) Mutual

Funds

- - - - -

b) Banks /

FI

- - - - -

c) Central

Govt

- - - - -

d) State

Govt(s)

- - - - -

e) Venture

Capital

Funds

- - - - -

f) Insurance

Companies

- - - - -

g) FIIs - - - - -

h) Foreign

Venture

Capital

Funds

- - - - -

i) Others

(specify)

- - - - -

Sub-total

(B)(1):-

- - - - -


36

2. Non-

Institutions

a) Bodies

Corp.

i) Indian 1423100 802000 2225100 14.33 58271664 8020000 66291664 28.46 14.13

b)

Individuals

i) Individual

shareholders

holding

nominal

share capital

upto Rs. 1

lakh

1241400 40800 1282200 8.26 31960406 734520 32694926 14.04 5.78

ii)

Individual

shareholders

holding

nominal

share capital

in excess of

Rs 1 lakh

6679000 704000 7383000 47.55 72322950 1723460 74046410 31.79 15.76

c) Others

(specify)

1440500 - 1440500 9.28 11929000 - 11929000 5.12 4.16

Non

Resident

Indians

- - - - - - - -

Hindu

Undivided

Family

810500 - 810500 5.22 10106500 - 10106500 4.34 0.88

Foreign

Nationals

- - - - - - - - -

Clearing

Members

399000 - 399000 2.57 330000 - 330000 0.14 2.43

Market

Maker

231000 - 231000 1.49 1492500 - 1492500 0.64 0.85

Trusts - - - - - - - - -

Foreign

Bodies - D R

- - - - - - - - -


37

Sub-total

(B)(2):-

10784000 1546800 12330800 79.42 174484020 10477800 184962000 79.42 Nil

Total Public

Shareholding

(B)=(B)(1)+

(B)(2)

139796000 1546800 15526400 100 222418020 10477980 232896000 100 Nil

C. Shares

held by

Custodian

for GDRs &

ADRs

- - - - - - - - -

Grand Total

(A+B+C)

139796000 1546800 15526400 100 222418020 10477980 232896000 100 Nil

ii) Shareholding of Promoters

SN Shareholder’s

Name

Shareholding at the beginning of the

year

[31-03-2014]

Share holding at the end of the year

[31-03-2015]

% change

in share

holding

during

the year

No. of

Shares

% of total

Shares of

the

company

% of Shares

Pledged /

encumbered

to total

shares

No. of Shares % of total

Shares of

the

company

%of Shares

Pledged /

encumbered

to total

shares

1 Gaj Raj Singh 24,47,600 15.76 - 4,79,33,000 20.58 - 4.82%

2 Kirti 7,48,000 4.82 - 1000 0.00 - 4.82%

iii) Change in Promoters’ Shareholding (please specify, if there is no change)

SN Shareholding at the

beginning of the year

Cumulative

Shareholding during

the year

No. of shares % of total

shares of

the

company

No. of

shares

% of total

shares of

the

company

At the beginning of the year


38

1 Gaj Raj Singh 24,47,600 15.76 24,47,600 15.76

2 Kirti 7,48,000 4.82 7,48,000 4.82

TOTAL 31,95,600 20.58 31,95,600 20.58

748000 Shares of Kirti were acquired by Gajraj

Singh & Allotment of 1000 shares to kirti in

right issue dated 26th December, 2014.

15,97,700 Equity shares were acquired by the

Mr. Gaj Raj Singh in the right issue of the

Company.

At the end of the year

1 Gaj Raj Singh 4,79,33,000 20.58 4,79,33,000 20.58

2 Kirti 1000 0.00 1000 0.00

TOTAL 4,79,34,000 20.58 4,79,34,000 20.58

iv)Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and

ADRs):

SN For Each of the Top 10

Shareholders

Shareholding at the


Cumulative

Shareholding during the

year

No. of

shares

% of total

shares of

the

company

No. of

shares

% of total

shares of

the

company

1. R K Stockholding Pvt Ltd

At the beginning of the year 244000 1.57 244000 1.57

At the end of the year 5735000 2.46 5735000 2.46

2. Trvikram Real Est Developers & Con

Pvt Ltd

At the beginning of the year 400000* 2.58 400000 2.58

At the end of the year 4000000* 1.72 4000000 1.72

3. Hype Realtors Pvt. Ltd


39



4. Sidhiman Vyapaar Pvt Ltd

At the beginning of the year 0 0 0 0


5. Manoj Singhal

At the beginning of the year 400000 2.58 400000 2.58


6. South Asion Stocks Ltd



7. Mrunual K Patel



8. Brijesh K Patel



9. River High Right Share Brokers Pvt Ltd



10. Dremlight Exim Pvt Ltd



* During the period under review, the Company has spitted up the Face value and Paid up value from

Rs. 10 per share to Rs. 1 per share.


40

Note: The change in the shareholding in the above shareholders was due to buying/selling of shares by

the shareholders on various dates. The Company has allotted shares, issued through right issue during

the year.

v) Shareholding of Directors and Key Managerial Personnel:

SN Shareholding of each Directors and each

Key Managerial Personnel

Shareholding at the


Cumulative

Shareholding during

the year

No. of

shares

% of total

shares of

the

company

No. of

shares

% of total

shares of

the

company

1. Gajraj Singh

At the beginning of the year 24,47,600 15.76 24,47,600 15.76

At the end of the year 4,79,33,000 20.58 4,79,33,000 20.58

V) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans

excluding deposits

Unsecured

Loans Deposits

Total

Indebtedness

Indebtedness at the beginning of the

financial year

i) Principal Amount - - - -

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) - - - -

Change in Indebtedness during the

financial year

- - - -

* Addition - - - -

* Reduction - - - -

Net Change - - - -


41

Indebtedness at the end of the

financial year

- - - -

i) Principal Amount - - - -

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) - - - -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount

Managing

Director

Mr. Gaj Raj

Singh, Whole-

time Director

Manager

1 Gross salary Nil 2,20,000 NA

2,20,000

(a) Salary as per provisions

contained in section 17(1) of the

Income-tax Act, 1961

Nil Nil NA

Nil

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

Nil Nil NA

Nil

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

Nil Nil NA

Nil

2 Stock Option Nil Nil NA

Nil

3 Sweat Equity Nil Nil NA

Nil

4 Commission

- as % of profit

- others, specify…

Nil Nil NA

Nil

5 Others, please specify

Total (A)

Nil 2,20,000 NA

2,20,000

B. Remuneration to other directors

SN. Particulars of Remuneration Name of Directors Total

Amount

1 Independent Directors Neena Sood Suneel

Kumar

Asha Rani


42

Fee for attending board committee

meetings

Nil Nil Nil Nil

Commission Nil Nil Nil Nil

Others, please specify

Total (1) Nil Nil Nil Nil

2 Other Non-Executive Directors ------ Rajesh

Kumar

Ramjas

Jaiswar

------ -------

Fee for attending board committee

meetings

-------- Nil -------- ----------

Commission ---------- Nil --------- -----------

Others, please specify

Total (2) -------- Nil -------- ----------

Total (B)=(1+2) ---------- Nil --------- -----------

Total Managerial

Remuneration

-------- Nil -------- ----------

Overall Ceiling as per the Act ---------- Nil --------- -----------

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN Particulars of Remuneration Key Managerial Personnel

CEO CS CFO Total

1 Gross salary CEO Bhagat

Singh

CFO

(a) Salary as per provisions contained in

section 17(1) of the Income-tax Act, 1961

NA 80,000 NA 80,000

(b) Value of perquisites u/s 17(2) Income-tax

Act, 1961

NA NA NA NIL

(c) Profits in lieu of salary under section 17(3)

Income-tax Act, 1961

NA NA NA NIL

2 Stock Option NA NA NA NIL

3 Sweat Equity NA NA NA NIL

4 Commission NA NA NA NIL


43

- as % of profit NA NA NA NIL

others, specify… NA NA NA NIL

5 Others, please specify NA NA NA NIL

Total NA 80000 NA 80000

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL

B. DIRECTORS




C. OTHER OFFICERS IN DEFAULT





44

Ranjan Gupta & Co. Chartered Accountants ADD: 518, Kirti Shikhar, Janakpuri Dist. Centre, Janakpuri, New Delhi – 110058

INDEPENDENT AUDITORS’ REPORT TO, THE MEMBERS

M/S CHANNEL NINE ENTERTAINMENT LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of CHANNEL NINE ENTERTAINMENT

LIMITED (CIN: L92132DL2002PLC116330) (“the company”),which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company‟s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor‟s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company‟s preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company‟s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.


45

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India; a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015; b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor‟s Report) Order, 2015 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2015, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) Company does not have any branch office accordingly reports on the accounts of the branch offices of the Company audited under Section 143(8) of the Act are not applicable.

d) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

e) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

f) On the basis of written representations received from the directors as on 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

For M/s. Ranjan Gupta & Co Chartered Accountants Mr. CA.Ranjan Gupta (Prop.) Membership No. 082408 FRN: 17319N Date: 29.05.2015 Place: New Delhi


46

CHANNEL NINE ENTERTAINMENT LIMITED Annexure to the Auditors’ Report Companies (Auditor’s Report) Order, 2015 (“the Order”)

The Annexure referred to in our report to the members of CHANNEL NINE ENTERTAINMENT

LIMITED for the year Ended on 31st March 2015. We report that:

1. (a) Company is maintaining proper records showing full particulars, including quantitative

details and situation of fixed assets;

(b) As explained to us, the management has physically verified the fixed assets during the year

and there is a regular programme of verification which, in our opinion, is reasonable having

regards to the size of the company and the nature of the assets. No discrepancies were noticed on

such verification.

2. (a) Company does not have any inventory at the end of the year.

(b) In view of our comment in paragraph (a) above, clause (ii) (a) (b) and (c) of paragraph 2 of the

aforesaid order are not applicable to the company.

3. (a) 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 Companies Act.

(b) in view of our comment in paragraph (a) above, clause (iii) (a) and (b) of paragraph 3 of the

aforesaid order are not applicable to the company.

4. In our opinion and according to the information and explanation given to us, there are adequate

internal control systems commensurate with the size of the company and the nature of its

business, for the purchase of inventory and fixed assets and for the sale of goods and services.

During the course of our audit, we have not observed any continuing failure to correct major

weakness in internal control system.

5. Company has not accepted deposits from public. Hence provisions of sections 73 to 76 or any

other relevant provisions of the Companies Act and the rules framed there under, do not apply to

this company.

6. The Central Government has not prescribed the maintenance of cost records under sub-section

(1) of section 148 of the Companies Act for any of the products manufactured/services rendered

by the Company.

7. (a) According to the information and explanations given to us and on the basis of our

examination of the records of the Company, amounts deducted/accrued in the books of account

in respect of undisputed statutory dues have been regularly deposited during the year by the

Company with the appropriate authorities. As explained to us, the Company did not have any

dues on account of Wealth tax, Sales tax, Excise Duty, Cess, Employees‟ State Insurance and

Investor Education and Protection Fund.


47

(b) According to the information and explanations given to us, no undisputed amounts payable

in respect of Income Tax and other material statutory dues were in arrears as at 31 March 2015 for

a period of more than six months from the date they became payable.

(c) According to the records of the Company, there were no amount which were required to be transferred to investor education and protection fund. Therefore, the provision of clause 3 (viii) (c) of the Companies (Auditor‟s Report) Order, 2015 are not applicable to the Company.

8. The company does not have accumulated losses at the end of the financial year. The company has not incurred cash losses in such financial year and in the immediately preceding financial year.

9. In our opinion and according to the information and explanation given to us, the company has not take any loan from financial institution and bank hence clause 9 of the CARO 2015 is not applicable.

10. The Company has not given any guarantee for the loans taken by others from bank & financial Institutions.

11. In Our Opinion and according to the information and explanations given to us, the Company has not acquired any term loan.

12. Based upon the audit procedures performed and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For M/s. Ranjan Gupta & Co Chartered Accountants Mr. CA.Ranjan Gupta (Prop.) Membership No. 082408 FRN: 17319N

Date: 29.05.2015 Place: New Delhi


48

CHANNEL NINE ENTERTAINMENT LIMITED

Reg. Office: 3/12, Ground Floor, Asaf Ali Road, New Delhi 110002

CIN: L92132DL2002PLC116330

Balance Sheet as at 31st March 2015

(Amount in Rs.)

Particulars Note No.

As at 31.03.2015 As at 31.03.2014

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 1 232,896,000.00 155,264,000.00

(b) Reserves and Surplus 2 74,766,240.05 73,421,743.29

(c) Money received against share warrants - -

(2) Share application money pending allotment

-

(a) Share Application Maoney - -

(3) Non-Current Liabilities

(a) Long-term borrowings 3 - -

(b) Deferred tax liabilities (Net) 4 1,886,638.10 1,673,749.10

(c) Other Long term liabilities 5 2,247,200.00 23,000,000.00

(d) Long term provisions 6 - -

(4) Current Liabilities

(a) Short-term borrowings 7 - -

(b) Trade payables 8 11,087,763.00 17,067,690.00

(c) Other current liabilities 9 4,140,279.00 12,474,552.00

(d) Short-term provisions 10 377,855.00 334,408.00

Total 327,401,975.15 283,236,142.39

II.ASSETS

(1) Non-current assets

(a) Fixed assets 11

(i) Tangible assets 63,423,062.01 68,091,393.19

(ii) Intangible assets - -

(iii) Capital work-in-progress - -

(iv) Intangible assets under development - -

(b) Non-current investments 12 4,978,000.00 29,928,000.00

(c) Deferred tax assets (net) 13 - -

(d) Long term loans and advances 14 90,803,005.00 1,964,124.00

(e) Other non-current assets 15 10,197,002.20 4,850,835.00

(2) Current assets

(a) Current investments 16 - -

(b) Inventories 17 - -

(c) Trade receivables 18 46,828,997.00 34,275,401.00

(d) Cash and cash equivalents 19 2,671,277.94 1,582,566.20

(e) Short-term loans and advances 20 104,834,609.00 139,806,625.00

(f) Other current assets 21 3,666,022.00 2,737,198.00


49

Total 327,401,975.15 283,236,142.39

NOTES TO ACCOUNTS 29

As per our report of even date attached.

For and on behalf of the Board of Directors

For Ranjan Gupta & Co. CHANNEL NINE ENTERTAINMENT LIMITED

Chartered Accountants

Sd/- CA. Ranjan Gupta

Sd/- GAJ RAJ SINGH

Sd/- RAJESH KUMAR RAMJAS JAISWAR

Prop.

(Director) (Director)

Membership No.: 082408

DIN: 02925387 DIN: 06845321

Firm Regd. No. 17319N

Place: Delhi

Date:- 29.05.2015


50



CIN: L92132DL2002PLC116330

Profit and Loss statement for the period ended 31st March 2015

(Amount in Rs.)

Particulars Note No.

As at 31.03.2015 As at 31.03.2014

I. Revenue from operations 22

39,305,390.00 26,119,540.00

II. Other Income 2,789,518.00 2,389,838.00

III. Total Revenue (I +II) 42,094,908.00 28,509,378.00

IV. Expenses:

Cost of materials consumed - -

Purchase of Stock-in-Trade - -

Purchase 23 25,402,409.00 19,679,990.00 Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

24 - -

Employee benefit expense 25 965,989.00 832,911.00

Financial costs 26 - - Depreciation and amortization expense

27 4,728,132.86 4,029,128.81

Other expenses 28 9,074,372.76 2,295,823.80

Total Expenses 40,170,903.62 26,837,853.61

V. Profit before exceptional and extraordinary items and tax.

(III - IV) 1,924,004.38 1,671,524.39

VI. Exceptional Items - -

VII. Profit before extraordinary items and tax (V - VI)

1,924,004.38 1,671,524.39

VIII. Extraordinary Items - -

IX. Profit before tax (VII - VIII) 1,924,004.38 1,671,524.39

X. Tax expense:

(1) Minimum Alternate Tax 366,619.00 323,172.00

(2) Deferred tax 212,889.00 821,894.10

(3) Income tax Adjustment - (4) Deffered tax Adjustment - -

XI. Profit (Loss) for the period from continuing operations

(IX-X) 1,344,496.38 526,458.29

XII. Profit/(loss) from discontinuing operations


51

XIII. Tax expense of discontinuing operations

XIV. Profit/(loss) from Discontinuing operations (after tax)

(XII-XIII) - -

XV. Profit (Loss) for the period (XI + XIV)

1,344,496.38 526,458.29

XVI. Earning per equity share:

(1) Basic 0.008 0.140

(2) Diluted 0.008 0.140

Notes referred to above and notes attached there to form an integral part of Profit & Loss Statement For Ranjan Gupta & Co.



CHANNEL NINE ENTERTAINMENT LIMITED Sd/- CA. Ranjan Gupta

Sd/- GAJ RAJ SINGH


Prop.



DIN: 02925387 DIN: 06845321


Place: Delhi Date:- 29.05.2015


52



CIN: L92132DL2002PLC116330

NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD ENDED ON 31 March 2015

Note 1

Share Capital

Particulars As at 31.03.2015 As at 31.03.2014

Authorised Capital

2,50,00,000 Equity Shares of Re 1 Each (Previous Year @ Rs. 10 Each)

250,000,000.00 250,000,000.00

Issued

232896000 Equity Shares of Re 1 Each (PY-15526400 Equity Shares of Rs 10 Each) 232,896,000.00 155,264,000.00

Subscribed & Paid up Capital

232896000 Equity Shares of Re 1 Each (PY-15526400 Equity Shares of Rs 10 Each) 232,896,000.00 155,264,000.00

Total 232,896,000.00 155,264,000.00

Note 1A

Reconcilation of Number of Shares:

Particulars

As at 31.03.2015 As at 31.03.2014

Number Amount Number Amount

Shares outstanding at the beginning of the year* 155,264,000 155,264,000.00 15,526,400 155,264,000.00

Shares Issued during the year* 77,632,000 77,632,000.00 - -

Shares bought back during the year - - - -

Shares outstanding at the end of year - - - -

Total 232,896,000 232,896,000.00 15,526,400 155,264,000.00


53

* Company has sub-divided the face value of equity shares from Rs. 10/- to Re 1/- per share

Note 1B Details of Shareholders holding more then 5%

Shares


No. of Shares held % of Holding

No. of Shares held

% of Holding

Gajraj Singh 47,933,000 20.58%

2,447,600 15.76%

Note 2 Reserve & Surplus

Particulars As at 31.03.2015

As at 31.03.2014

Capital Reserve - - Reserve & Surplus 70,936,000.00 646,000.00 Securities Premium - 70,290,000.00 Add: Share Premium (in Current Year)

-

Less: Bonus Share (in Current Year)

-

Total (A) 70,936,000.00 70,936,000.00

-

Debenture Redemption Reserve - - Revaluation Reserve - - Shares Option Outstanding Account - - Other Reserve (General Reserve) - - Surplus (Profit & Loss Account) - - Op. Balance of Profits & Loss A/C 2,485,743.29 1,959,285.00

Current Year Profit & Loss A/C 1,344,496.38 526,458.29

Total (B)

3,830,239.67 2,485,743.29


54

Total (A) + (B) 74,766,240.05 73,421,743.29

Note 3 Long Term Borrowings


As at 31.03.2014

Bonds / Debentures - - Term Loan

- From Bank - From Other Parties - -

Deferred Payment Liabilities - - Deposit - - Loans & Advances From Related Parties - - Long Term Maturities of Finane lease obligation - - Loans From Directors - - Other Loans - -

Total - -

Note 4

Deferred Tax Liabilities (Net)

Particulars As at 31.03.2015 As at

31.03.2014

Deferred Tax Liability 1,886,638.10 1,673,749.10 Total 1,886,638.10 1,673,749.10

Note 5 Other Long Term Liabilities


As at 31.03.2014

Liabilities & Payables

- Other Payables 2,247,200.00 23,000,000.00


55

Total 2,247,200.00 23,000,000.00

Note 6

Long Term Provisions


31.03.2014

Provision from Employment Benefit - - Other - - Total - - Note 7

Short Term Borrowings


As at 31.03.2014

Loan Repayable on Demand - From Bank - -

- From Other Parties - - Borrowings from Parties - - Loans & Advances From Related Parties - - Deposits - - Others

-

Total - Note 8

Trade Payables


31.03.2014

Sundry Creditors 11,087,763.00 17,067,690.00

Total 11,087,763.00 17,067,690.00

Note 9 Other Current Liabilities


56


31.03.2014

TDS on Rent 50,904.00 50,904.00 TDS Payable 332,897.00 21,350.00 Salary payable 37,733.00 - Other Payables 3,718,745.00 12,402,298.00

Total 4,140,279.00 12,474,552.00

Note 10 Short Term Provisions


As at 31.03.2014

Provision For Employees Benefit - - Others:-

Audit Fees Payable 11,236.00 11,236.00 Provision For Income Tax / MAT 366,619.00 323,172.00

Total 377,855.00 334,408.00


57



CIN: L92132DL2002PLC116330

NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD ENDED ON 31 March 2015

SNote 12 Non Current Investment


Investment in Property - -

Investment in Equity Instrument Other Investment Other Investment (Long Term) 4,978,000.00 29,928,000.00

Investment in Mutual Fund Investment in Partnership Firm

Total 4,978,000.00 29,928,000.00

Note 13 Deferred Tax Assets (Net)


- -

Total - -

Note 14

Long Term Loans and Advances


Capital Assets

a) Secured, Considered Good : - -

b) Unsecured, Considered Good : - -

c) Doubtful - -

Security Deposit




58

c) Doubtful - -

Loans & Advances to related parties - -

Other Loans & Advances

Other Advances 90,803,005.00 1,964,124.00

Total 90,803,005.00 1,964,124.00

Note : 15 Other Non Current Assets


Long Term Trade Recievables

a) Secured, Considered Good - -

b) Unsecured, Considered Good - -

c) Doubtful - -

Others Non Current Assets - -

Deferred Revenue Expenditure 4,311,853.00 4,850,835.00

Preliminary Exps 1,568,293.20 Issue Exps 1,602,036.00 Securtiy Deposit 2,714,820.00

Total 10,197,002.20 4,850,835.00

Note 16 Current Investment


Investment in Equity - -

Investment in Prefrence Shares - -

Investment in Govt Securities - -

Investment in debentures & Bonds - -

Investment in Mutual Fund - -

Investment in Partnership Firm - -

Others


59

FDR & Accrued Interest - -

Total - -

Note 17 Inventories

Particulars As at 31.03.2015 31.03.2011

Raw Material - -

Work-in-Progress - -

Finished Goods - -

Stock-in-Trade

Stores & Spares - -

Loose Tools - -

Other (Specify the nature) - -

Goods-in-transit - -

Total - -

Note 18

Trade Receivables


Outstanding for more than six months



c) Doubtful - -

Others


b) Unsecured, Considered Good : Trade Receivable 46,828,997.00 34,275,401.00

c) Doubtful - -

Total 46,828,997.00 34,275,401.00

Note 19

Cash & Cash Equivalent


Cash-in-Hand


60

Cash Balance 1,832,273.23 1,187,087.61

Sub Total (A) 1,832,273.23 1,187,087.61

Bank Balance Bank Balance (With Schedule Bank)- HDFC

BANK 839,004.71 395,479.35

Sub Total (B) 839,004.71 395,479.35

Sub Total (C) - -

Total [ A + B + C ] 2,671,277.94 1,582,566.96

Note 20 Short Terms Loans and Advances


Loans & Advances from related parties


b) Unsecured, Considered Good :

c) Doubtful - -

Others -

Loans & Advances 104,834,609.00 139,806,625.00

Total 104,834,609.00 139,806,625.00

Note 21

Other Current Assets


Advance Income Tax - -

TDS on Contractor 659.00 659.00

TDS Receivable 32,222.00

TDS Receivable for AY2015-16 597,292.00

CENVAT Credit 3,035,849.00

Preliminary Expenses - 618,485.00

Issue Expenses - 1,758,054.00

Filing Fees - 360,000.00

Total 3,666,022.00 2,737,198.00


61



CIN: L92132DL2002PLC116330

Notes Forming Part of the Profit & Loss Account

Note 22 Income


Income Sales 39,305,390.00 26,119,540.00

Sub-Total (A) 39,305,390.00 26,119,540.00

Other Income

Interest (Others) 2,707,518.00 2,389,838.00

Misc. Income 82,000.00

Sub-Total (B) 2,789,518.00 2,389,838.00

Total (A) + (B) 42,094,908.00 28,509,378.00

Note 23

Cost of Material Consumed


Purchase 25,402,409.00 19,679,990.00

Total 25,402,409.00 19,679,990.00

Note 24 Change in Inventories


Closing Stock - -

Opening Stock - -

Total - -

Note 25

Employment Benefit Expenses



62

Remuneration to Director 300,000.00 300,000.00

Salary 579,539.00 476,591.00

Staff Welfare 86,450.00 56,320.00

Total 965,989.00 832,911.00

Note 26 Financial Cost


Bank Interest - -

Total - -

Note 27 Depreciation & Amortised Cost


Depreciation 4,728,132.86 4,029,128.81

Total 4,728,132.86 4,029,128.81

Note 28

Other Expenses


Administrative Expenses:

Advertisement Expesnes 102,144.00 960.00

Audit Fees 11,236.00 11,236.00

Bank Charges 1,348.32 891.80

Business Promotion Exp. 141,700.00 65,000.00

Custodian fees 138,800.00 34,832.00

Commission Expenses - 15,074.00

Conveyance Exp. 124,650.00 -

D P Charges - 500.00

Electricity Expenses - 15,723.00

Filling Fee 67,574.00 52,859.00

Listing Fees 498,686.00 General & Miscellaneous Expenses 104,011.04 353,634.00

Market Making Fees 216,124.00 Legal and Professional Expenses 673,789.00 109,825.00

Business Support Services 2,809,000.00 -

Office Maintainance Exp. 89,917.00 60,540.00

Office Rent - -


63

Printing and Stationary Charges 111,850.60 66,412.00

Postage & Courier 77,717.00 23,364.00

Telephone Expenses 38,454.00 16,682.00

Tour & Travelling Expenses 46,271.00 42,530.00

Web Charges 6,020.00 4,600.00

Hiring Charges 2,224,991.00 -

Preliminary Expenses W/O 375,089.80 206,161.00

Issue Exp W/O 586,018.00 586,018.00

Filing Fees W/O 90,000.00 90,000.00

Deferred Revenue Exp W/o 538,982.00 538,982.00

Total 9,074,372.76 2,295,823.80


64



CIN: L92132DL2002PLC116330

Depreciation Chart as per companies Act' 2013 as on 31st March' 2015

Note 11 Fixed Assets

S No.

Particulars

Gross Block Depreciation Net Block

Value as on 31.03.2014

Addition during the

period

Deduction during the

period



Depreciation during the year

Deduction during the

year


Balance as on 31.03.2015

Balance as on 31.03.2014

I Tangible Assets Air Conditioner 48,457.00 - - 48,457.00 26,375.71 19,658.29 - 46,034.00 2,423.00 22,081.29

Camera 591,349.00 - - 591,349.00 321,851.00 65,048.05 - 386,899.05 204,449.95 269,497.92

Office Equipment 18,251.00 - - 18,251.00 9,849.92 5,631.57 - 15,481.49 2,769.51 8,400.08

Digital Contents* 72,500,000.00 - - 72,500,000.00 6,798,000.00 3,625,000.00 - 10,423,000.00 62,077,000.00 65,702,000.00

Furniture &

Fixture 226,756.00 - - 226,756.00 163,843.65 45,232.56 - 209,076.21 17,679.79 62,912.35

Computer 334,760.00 59,800.00 - 394,560.00 318,030.00 32,446.91 - 350,476.91 44,083.09 16,729.40

Computer

Software 2,111,025.00 - - 2,111,025.00 101,252.85 935,115.48

1,036,368.33 1,074,656.67 2,009,772.15

SUB TOTAL (A) 75,830,598.00 59,800.00 - 75,890,398.00 7,739,203.13 4,728,132.86 - 12,467,335.99 63,423,062.01 68,091,393.19

II Intangible Assets SUB TOTAL (B) - - - - - - - - - -

Total [A + B + C + D] (Current Year) 75,830,598.00 59,800.00 - 75,890,398.00 7,739,203.13 4,728,132.86 - 12,467,335.99 63,423,062.01 68,091,393.19

(Previous Year) 73,925,784.00 2,111,025.00 - 76,036,809.00 3,916,287.00 4,029,128.81 - 7,945,415.81 68,091,393.19 70,009,497.00


65



CIN: L92132DL2002PLC116330

Note 29

SIGNIFICANT ACCOUNTING POLICIES & NOTES TO THE ACCOUNTS

1

SIGNIFICANT ACCOUNTING POLICIES

1.1 Basis of Accounting The financial statements are prepared under the historical cost convention on the concept of a going concern, in accordance with the Generally

Accepted Accounting Principles and mandatory Accounting Standards as notified under Rule 7 of the Companies (Accounts) Rules, 2014 which is similar to provisions and presentational requirements of the Companies Act, 2013.

1.2 Recognition of Income

Sales represents invoiced Value of goods Sold and services provided. Other Income is recognised and accounted for on accrual basis unless otherwise stated.

1.3 Tangible Fixed Assets Fixed assets are stated at cost less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price and any attributable

cost of bringing the asset to its working condition for its intended use. Borrowing costs relating to acquisition of fixed assets which take substantial period of time to get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use.

1.4 Taxes on Income Current tax is determined and provided for on the amount of taxable income at the applicable rates for the relevant financial year. Deferred Tax

Assets and Liabilities (DTA/ DTL) are recognised, subject to consideration of prudence, on timing differences, being the difference between taxable income and accounting income that originate in one period and is capable of reversal in one or more subsequent periods.The DTA is recognised only to the extent that there is reasonable certainty of sufficient future profits against which such DTA can be realised.

1.5 Contingent Liability The contingent liabilities, if any, are disclosed in the Notes to Accounts. Provision is made in the accounts, if it becomes probable that there will be

outflow of resources for settling the obligation.

1.6 Events occurring after the balance sheet date Adjustments to assets and liabilities are made for events occurring after the balance sheet date to provide additional information materially affecting

the determination of the amounts of assets or liabilities relating to conditions existing at the balance sheet date.

1.7 Earnings Per Share

../../Shalini/Desktop/SHWETA/ANNUAL%20REPORTS%20OF%20AGM/CHANNEL%20NINE%20ANNUAL%20REPORT%202015/FINANCIALS%202014-15/Copy%20of%20CH9-%20BS%2001%20April%20to%20March%20new%20final%20%20(Autosaved).xls#RANGE!B20


66

Basic earnings per share are calculated by dividing the net profit or loss for the year/ period attributable to equity shareholders by the weighted average number of equity shares outstanding during the year/ period.

1.8 Use of estimates

The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities on the date of the financial statements and the results of operations during the reporting year. Actual results could differ from those estimates. Any revision to accounting estimates is recognised prospectively in current and future periods.

1.9 Foreign Currency Transaction Transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing at the time of the transaction. Monetary items

denominated in foreign currencies at the year end are translated at the rate ruling at the year end rate.

1.10 Depreciation Depreciation on Fixed Assets is provided to the extent of depreciable amount on the Written Down Value (WDV) Method. Depreciation is provided

based on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013.

2 NOTES TO THE ACCOUNTS

2.1 The previous year's figures have been reworked, regrouped, rearranged and reclassified wherever necessary.

2.2 All the investments made by the company are valued at Cost .

2.3 Managerial Remuneration: 300,000

2.4 The Company does not have any inventory as at 31.03.2015. 2.5 Deffered tax arising on account of timing differeance and which are capable of reversal in one or more subsequent periods is recognised using the

tax rates and tax laws that have been enacted or substantively enacted. Deffered tax assests are recognised unless there is virtual certainty with respect to the reversal of the same in future years.

2.6 All schedules annexed to and form integral part of the Balance Sheet and Profit & Loss Account.

2.7 Minimum Alternative Tax (MAT) is recognised as an asset only when and to the extent there is convicing evidence that the company will pay normal income tax during the specefied period. The Company reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entilement to the extent there is no longer convicing evidence to the effect that company will pay normal Income Tax during the specified period.

2.8 Related party transaction:

As per AS-18-"Related Party Disclosure" the disclosures of transactions with the related parties are given below:


67

i) List of related parties where control exists and related parties with whom transactions have taken place and relationships:

Name of the Related Party Relationship

1. Gajraj Singh

Key Managerial Personnel

ii) Transactions during the year with related parties :

Nature of Trasaction Key Managerial Personnel Total

1. Allotment of equity shares 15,977,000.00 15,977,000.00

(1597700 Equity Shares of Rs. 10/- each)*

* The company has split face value of its Equity shares from Rs. 10/- to Re. 1/- each after issue. Hence no. of shares changed accordingly

2.9 Contingent Liability not provided for: Income tax matters in dispute/under Appeal:

The Income Tax assessment for the company have been completed up to the financial year ended 31st March 2012, arising from the completed assessment there is net demand of Rs. 2,11,71,420 (excluding interest). The company have gone on further appeal on this matter. Due to pending progress in appeal, the liability for the demand has not been recognised in the accounts.

2.10 EARNINGS PER SHARE

S.No Particulars

As at 31 March 2015

1 Profit for Basic Earning Per Share as per Statement of Profit and Loss 1,344,496.38 2 Weighted Average Number of Equity Shares* (Nos) 175,256,899

3 Earning Per Share (Basic and Diluted)

0.008

4 Face Value per Share

1.00


68

* The company has sub-divided its Equity Shares from Face value of Rs 10/- to Re 1/-.

Notes referred to above and notes attached there to form an integral part of Profit & Loss Statement

For Ranjan Gupta & Co.





Sd/- GAJ RAJ SINGH


Prop.



DIN: 02925387 DIN: 06845321 Firm Regd. No. 17319N

Place: Delhi Date:- 29.05.2015


69



CIN: L92132DL2002PLC116330

Cash Flow Statement For the year ended 31st-March 2015

(Amount in Rs)

Particulars 31.03.2015 31.03.14

(A) CASH FLOW FROM OPERATING ACTIVITIES:-

Net profit before tax 1,924,004 1,671,524

Adjustment for:

Add: Depreciation & Amortisation Expenses 6,318,222 5,450,290

Less: Interest Received (2,789,518) (2,389,838)

Operating Profit before Working capital changes 5,452,709 4,731,976

Adjustments for:

Decrease (Increase) in Trade & Other Receivables (12,553,596) (9,299,416)

Decrease (Increase) in Current Assets - -

Decrease (Increase) in Other Current Assets (3,665,363) Decrease (Increase) in Inventories - -

Increase (Decrease) in Trade & Other Payables (5,979,927) 10,272,190

Increase (Decrease) in Current Liabilities Increase (Decrease) in Other Liabilities (8,334,273) 10,494,966

Net Changes in Working Capital (30,533,159) 11,467,740

-

Cash Generated from Operations (25,080,450) 16,199,716

Adjustment of Taxes 323,172 314,860

Net Cash Flow from Operating Activities (A) (25,403,622) 15,884,856

(B) CASH FLOW FROM INVESTING ACTIVITIES :

(-) Purchase of Fixed Assets (59,801) (2,111,025)

(Increase)/Decrease in Long Term Loans & Advances (88,838,881) -

(Increase)/Decrease in Non-Current Assets (2,714,820) (5,389,817)

(Increase)/Decrease in Short Term Loans & Advances 34,972,016 (35,335,546)

Interest Received 2,789,518 2,389,838

(Increase)/Decrease in Non-Current Investment 24,950,000 (3,000,000)

Net Cash Flow from Investing Activities (B) (28,901,968) (43,446,550)


70

(C) CASH FLOW FROM FINANCING ACTIVITIES :

Issue of share capital and Proceeds from Share Application

Money 77,632,000 -

Increase In Short term Liabilities (20,752,800) 23,000,000

Preliminary Expenses incurred (1,484,898) (450,000)

Net Cash Flow from Financing Activities (C) 55,394,302 22,550,000

Net Increase / (Decrease) in Cash & Cash Equivalents ( A+B+C )

1,088,712 (5,011,694)

Cash and cash equivalents at the beginning of the year / Period

1,582,566 6,594,260

Cash and cash equivalents at the end of the year/ Period 2,671,278 1,582,566

* Note: The above Cash Flow Statement has been prepared under "Indirect Method" as set out in the Accounting Standard (AS) – 3 on Cash Flow Statements‟ issued by the Institute of Chartered of Accountants of India.

As per our report of even date For Ranjan Gupta & Co. For and on behalf of the Board of Directors

Chartered Accountants CHANNEL NINE ENTERTAINMENT LIMITED


Sd/- GAJ RAJ SINGH


Prop. (Director) (Director)

Membership No.: 082408 DIN: 02925387 DIN: 06845321


Place: Delhi

Date:- 29.05.2015


71

Form No. MGT-11

Proxy form [Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

Name of the Member(s)

Registered Address

E-mail Id Folio No /Client ID DP ID

Name : E-mail Id:

Address:

Signature , or failing him

as my/ our proxy to attend and vote( on a poll) for me/us and on my/our behalf at the 13th Annual General Meeting of the company, to be held on Saturday, 19th day of September,2015 at 9:30 a.m.at Retreat Motel/Resort, Alipur, Main G.T. Road, Near Palla Mod, Delhi -110036 and at any adjournment thereof in respect of such resolutions as are indicated below:

Sl. No.

Resolution(S) Vote

For Against

1. Adoption of statement of Profit & Loss, Balance Sheet, report of Director’s and Auditor’s for the financial year 31st March, 2015

2. To appoint a Director in place of Mr. Rajesh Kumar Ramjas Jaiswar, who retires by rotation and being eligible offers himself for re-appointment.

3. Re-appointment of M/s. Ranjan Gupta & Co., Chartered Accountants(Firm Registration No. 17319N) , as Statutory Auditors & fixing their remuneration

4. To appoint Mr. Suneel Kumar (DIN: 07135321) as an Independent Director

* Applicable for investors holding shares in Electronic form. Signed this _____day of _____20___ Signature of Shareholder Signature of Proxy holder Signature of the shareholder

across Revenue Stamp Note: 1) This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the Meeting. 2) The proxy need not be a member of the company.

Affix Revenue

Stamps


72

ATTENDANCE SLIP (To be handed over at the entrance of the meeting hall)

13th Annual General Meeting on Saturday, 19th day of September,2015 at 9:30 a.m.at

Retreat Motel/Resort, Alipur, Main G.T. Road, Near Palla Mod, Delhi -110036.

Full name of the members attending ____________________________________________________

(In block capitals)

Ledger Folio No./Client ID No. _______________________ No. of shares held:

___________________

Name of Proxy _____________________________________

(To be filled in, if the proxy attends instead of the member)

I hereby record my presence at the 13th Annual General Meeting on Saturday, 19th day of

September,2015 at 9:30 a.m.at Retreat Motel/Resort, Alipur, Main G.T. Road, Near Palla Mod,

Delhi -110036.

(Member‟s /Proxy‟s Signature)

Note:

1) Members are requested to bring their copies of the Annual Report to the meeting, since

further copies will not be available.

2) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by

Proxy, shall be accepted to the exclusion of the vote of the other joint holders. Seniority shall be

determined by the order in which the names stand in the Register of Members.

3) The submission by a member of this form of proxy will not preclude such member from

attending in person and voting at the meeting.

13th annual report 2014-15 · 13th annual report 2014-15 7 directors’ report to the members,...

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