| Dear Shareowners,
The Directors present the 9th Annual Report and the audited accounts
for the fnancial year ended March 31, 2013.
Financial Results
The standalone performance of the Company for the fnancial year ended
March 31, 2013 is summarized below:
Particulars
Financial
Year ended Financial
Year ended
March 31, 2013 March 31, 2012
(Rs. in Lakhs) (Rs. in Lakhs)
Total income 22,737.93 29,690.58
Gross proft/ (loss)
before depreciation, 1,412.43 1,818.25
amortisation and exceptional
items Less:
a. Depreciation and amortisation 3,763.83 3,770.82
b. Exceptional items and
other adjustments
Proft/ (Loss) before tax (2,351.40) (1,952.57)
Less: Provision for:
Current tax/ Excess provision
for Tax of earlier years
Proft/(Loss) after tax (2,351.40) (1,952.57)
Add : Balance brought forward
from previous year (23,409.87) (21,457.30)
Proft/(Loss) available
for appropriation (25,761.27) (23,409.87)
Appropriations:
Proposed Dividend on equity shares
Dividend Tax
Transfer (from) /to General Reserve
Transfer to Debenture Redemption
Reserve
Balance carried to Balance Sheet (25,761.27) (23,409.87)
Financial Performance
During the year under review, your Company has earned income of Rs.
22,738 lakh against Rs. 29,691 lakh for the previous year. The Company
has earned operating proft i.e. Proft before Depreciation, Interest and
Ta x of Rs. 4,358 lakh for the year against Rs. 3,484 lakh for the previous
year. The overall net loss of the Company was Rs. 2,351 lakh primarily on
account of depreciation and amortization of Rs. 3,764 lakh and fnance
cost of Rs. 2,945 lakh.
Dividend
Your Directors have not recommended any dividend on equity shares for
the year under review.
Business Operations
The Radio business has strong listenership numbers with 4.3 crore
listeners per week. We continued to focus on strengthening our brand,
and 92.7 BIG FM stands as the No. 1 station in 14 cities, No. 2 in 8
cities, and has established leadership in metros (Source: IRS Q4 FY
2012-13). We have highest reach amongst all radio stations in the Hindi
speaking markets (Source: IRS Q4 FY 2012-13) and closed the last
quarter of FY 2012-13 with a brand count of over 1600 advertisers each
month. Our talented team continues to receive accolades - we won
various accolades at the New York Festivals 2013, three Creative Abbys
at the Goafest 2012 and eight awards and "Best Radio Broadcaster of the
Year 2012" at the Golden Mikes 2012. Radio revenues grew backed by
higher utilisation and increase in rates.
BIG Productions continues to create best in class television
programming spanning across fction and non-fction genres for both
regional and national broadcasters. Some of the key shows include
Swapnachya Palikadle (Star Pravah), Vivah Bandhan (ETV Marathi), Laxmi
vs Saraswati (Star Pravah) and Niharika (ETV Gujarati).
RBNL hosted the 3rd Edition of the BIG Star Entertainment Awards in
December 2012. It was the most successful New Year's Event in the last
6 years with Television Viewership Ratings (TVR) of 5.9. The show was
produced by BIG Productions.
The Company has also created and executed various regional music
awards, entertainment and women salute awards in the year under review.
The Company through its Wholly Owned Subsidiary i.e. Cinestar
Advertising Private Limited (`CAPL') entered into a Joint Venture (JV)
Agreement with Europe's leading Broadcaster RTL Group S.A., Luxembourg
on 27 May 2011. This JV launched its frst TV Channel `BIG RTL Thrill'
on 5 November 2012. The channel with its adrenaline pumping content
targets the male audiences in the Hindi heartland.
After successfully establishing itself as a strong regional player in
Central India with its channels BIG MAGIC and BIG RTL Thrill, Reliance
Broadcast Network extends the BIG MAGIC lineage to strengthen its
foothold in the regional markets with its new Bhojpuri Channel BIG
MAGIC Bihar and Jharkhand. The Channel will reach audiences not only
across the larger markets of Dhanbad, Muzaffarpur, Gaya, Bhagalpur,
Arrah, Jamshedpur and
Ranchi, but will also penetrate deeper into the Tier II and Tier III
towns making for unparalleled reach to the smallest towns in Bihar and
Jharkhand.
The BIG CBS Networks' channels have been performing superbly with BIG
CBS Prime now available in dual feeds of English and Hindi and BIG CBS
Love targeted at the urban English speaking audiences.
The Company also forayed into international TV content production
through its Wholly Owned Subsidiary in US namely RBN US LLC.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges in India, is presented in a separate section forming
part of the Annual Report.
The Company has during the year, entered into various contracts in the
areas of broadcasting and content production businesses. While benefts
from such contracts will accrue in the future years, their progress is
periodically reviewed.
Subsidiary Companies
In accordance with the general circular issued by the Ministry of
Corporate Affairs (MCA), Government of India (GOI), Balance Sheet,
Statement of Proft and Loss and other documents of the subsidiary
companies are not attached with the Balance Sheet of the Company. The
Company shall make available the copies of annual accounts of the
subsidiary companies and related detailed information to the
shareholders of the Company seeking the same. The annual accounts of
the subsidiary companies will also be kept for inspection by any
shareholder at the Registered Offce of the Company and that of
respective subsidiary companies.
Further, pursuant to Accounting Standard (AS)-21 prescribed under the
Companies (Accounting Standards) Rules, 2006 and the Listing Agreement,
Consolidated Financial Statements presented herein by the Company
include fnancial information of subsidiary companies, which forms part
of this Annual Report.
Directors
In terms of the provisions of the Companies Act, 1956, Shri Gautam
Doshi and Shri Rajesh Sawhney , Directors of the Company, retire by
rotation and being eligible, offer themselves for re-appointment at the
ensuing Annual General Meeting (AGM).
A brief resume of the Directors retiring by rotation at the ensuing
AGM, nature of expertise in specifc functional areas and names of the
companies in which they hold directorship and/ or membership/
Chairmanships of Committees of the respective Boards, shareholding as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is given in the section on Corporate Governance
Report forming part of this Annual Report.
Directors' Responsibility Statement
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, it is
hereby confrmed that:
i. in the preparation of the annual accounts for fnancial year ended
March 31, 2013, the applicable Accounting
Standards had been followed along with proper explanation relating to
material departures;
ii. 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 as at March 31, 2013 and of the loss of the Company for
the year under review;
iii. the Directors had taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv. the Directors had prepared the annual accounts for fnancial year
ended March 31, 2013 on a `going concern' basis.
Consolidated Financial Statements
The Audited Consolidated Financial Statements, based on the fnancial
statements received from subsidiaries and joint venture, as approved by
their respective Board of Directors have been prepared in accordance
with AS-21 on `Consolidated Financial Statements' and AS-27 on
`Financial Reporting of Interests in Joint Venture', notifed under
Section 211(3C) of the Companies Act, 1956 read with the Accounting
Standards Rules as applicable. These Financial Statements form a part
of the Annual Report.
Auditors and Auditors' Report
M/s. Chaturvedi and Shah, Chartered Accountants, the Auditors of the
Company, hold offce until the conclusion of the ensuing AGM and are
eligible for re-appointment.
The Company has received letter from M/s. Chaturvedi and Shah,
Chartered Accountants, to the effect that their appointment, if made,
would be within the prescribed limits under Section 224(1B) of the
Companies Act, 1956 and that they are not disqualifed for such
appointment within the meaning of the Section 226 of the Companies Act,
1956.
The observations and comments given by Auditors in their report read
together with notes to Accounts are self explanatory and hence do not
call for any further comments under Section 217 of the Companies Act,
1956.
Particulars of Employees
In terms of the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, as
amended and the Companies (Particular of Employees) Amendment Rules,
2011, the names and other particulars of employees are set out in the
Annexure to the Directors' Report. However, having regard to the
provisions of Section 219(1) (b)(iv) of the Companies Act, 1956, the
Annual Report excluding the aforesaid information is being sent to all
the members of the Company and others entitled thereto. Any member
interested in obtaining such particulars may write to the Company
Secretary at the Registered Offce of the Company.
Employees Stock Option Scheme
During the year under review, the Company has not granted any Options
to the employees of the Company. Employees Stock Option Scheme (ESOS)
was approved and implemented by the Company and Options were granted to
employees under Reliance Broadcast Network Employee Stock Option Scheme
Plan - 2010 (ESOS Plan- A) in accordance with the Securities and
Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 (`the SEBI Guidelines').
The Company has received a certifcate from the auditors of the Company
that the ESOS Plan - A have been implemented in accordance with the
SEBI Guidelines and as per the resolution passed by the members of the
Company through postal ballot on June 14, 2010 authorising issuance of
the said ESOS.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars as required to be disclosed pursuant to Section
217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosures of Particulars in the Report of Board of Directors) Rules,
1988, are given in the Annexure - A forming part of this Report.
Corporate Governance
The Company has adopted "Reliance Group-Corporate Governance Policies
and Code of Conduct" which has set out the systems, process and
policies conforming to the international standards. The report on
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchanges, forms part of this Annual Report.
A Certifcate from the Practising Company Secretary, M/s. Ashita Kaul
and Associates, Company Secretaries conforming compliance with
conditions of Corporate Governance as stipulated under Clause 49 of the
Listing Agreement, is enclosed to this Report.
Acknowledgements
Your Directors would like to express their sincere appreciation of the
co-operation and assistance received from shareholders, bankers,
regulatory bodies and other business constituents during the year under
review. Your Directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all executives, offcers
and staff, resulting in the successful performance of the Company
during the year.
For and on behalf of the Board of Directors
Gautam Doshi Anil Sekhri Director Director
Mumbai
May 11, 2013
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