Annual Report 2014-15 - Reliance Broadcast Network. · Annual Report 2014-15 Broadcast Network. Dhirubhai H. Ambani (28th December, 1932 - 6th July, 2002) Reliance Group - Founder

Annual Report 2014-15

Broadcast Network

Dhirubhai H. Ambani(28th December, 1932 - 6th July, 2002)Reliance Group - Founder and Visionary

Reliance Broadcast Network Limited (RBNL) is a multi-media entertainment conglomerate with play across radio, television and television production. It is part of the Reliance Group and specializes in creating and executing integrated media solutions for brands. Its business verticals are as follows:

92.7 BIG FM – India’s leading FM Radio Network with 45 stations, currently reaching over 43.2 million listeners per week.

BIG MAGIC, poised to be the ultimate comedy destination, offers a comical line up of hilarious sitcoms, side splitting historical and mythological comedies, laugh out loud weekend specials, stand up acts, festive specials, short formats and comedy blockbuster films.

BIG Magic Ganga is an entertainment channel built on local insights and created especially for audiences from Bihar and Jharkhand region of India. It is positioned as a general entertainment channel specially designed for the Hindi Heartland featuring an array of exciting content spanning devotional programmes, mythology, pilgrimage, reality shows and weekend Bhojpuri blockbuster movies.

BIG THRILL – A channel targeted at male audiences and positioned as a destination for action entertainment.

BIG PRODUCTIONS – the television content production division, catering to the diverse content needs of the entire Indian Television landscape, with presence in both regional and national markets.

Having built significant and all-inclusive media capabilities, each of these business verticals come together to offer clients a truly integrated media solution.

Profile

Reliance Broadcast Network Limited

11th Annual General Meeting on Monday, September 28, 2015 at 10:00 A.M., at Film City Complex, Goregaon (East), Mumbai - 400 065

The Annual Report can be accessed at www.reliancebroadcast.com

Board of Directors

Shri Anil Sekhri - (DIN: 00506790)

Shri Darius Kakalia - (DIN: 00029159)

Shri Pradeep Shah - (DIN: 00664204)Smt. Shubhdarshini Ghosh - (DIN: 07191985) (appointed with effect from

August 28, 2015)Shri Gautam Doshi - (ceased with effect from

January 5, 2015)Shri Rajesh Sawhney - (ceased with effect from

January 5, 2015)Shri Prasoon Joshi - (ceased with effect from

January 5, 2015)

Company Secretary

Ms. Shikha Kapadia - (ACS No.: 20733) (with effect from

August 22, 2014)Mr. Gururaja Rao - (up to July 21, 2014)

Auditors

M/s. Chaturvedi & Shah

Registered Office

401, 4th Floor, INFINITI,Link Road, Oshiwara, Andheri West,Mumbai 400 053, IndiaCIN: U64200MH2005PLC158355Tel : +91 22 3068 9444Fax : +91 22 3988 8927E-mail : [email protected]: www.reliancebroadcast.com

Registrar and Transfer Agent

Karvy Computershare Private LimitedKarvy Selenium Tower - BPlot No. 31 & 32, Survey No. 116/22, 115/24, 115/25Financial District, Nanakramguda Hyderabad 500 032, Telangana, IndiaWebsite: www.karvy.com

Investor Helpdesk

Toll free no. (India) : 1800 4250 999Tel : +91 40 6716 1500Fax : +91 40 6716 1791E-mail : [email protected]

Contents Page No.

Notice of Annual General Meeting 5

Directors’ Report 8

Independent Auditors’ Report on the Financial Statement

22

Balance Sheet 26

Statement of Profit and Loss 27

Cash Flow Statement 28

Notes to the Financial Statement 29

Independent Auditors’ Report on the Consolidated Financial Statement

52

Consolidated Balance Sheet 56

Consolidated Statement of Profit and Loss 57

Consolidated Cash Flow Statement 58

Notes to the Consolidated Financial Statement 59

Statement containing salient features of the financial statement of subsidiaries/associate companies

85

Attendance Slip and Proxy Form 87

5


Notice

Notice is hereby given that the 11th Annual General Meeting of the Members of Reliance Broadcast Network Limited will be held on Monday, September 28, 2015, at 10:00 A.M. at Film City Complex, Goregaon (East), Mumbai 400 065, to transact the following business:

Ordinary Business:

1. To consider and adopt:

a) the audited financial statement of the Company for the financial year ended March 31, 2015 and the reports of the Board of Directors and Auditors thereon, and

b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2015 and the report of the Auditors thereon.

2. To appoint Auditors and to fix their remuneration and in this regard to consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT M/s. Chaturvedi & Shah, Chartered Accountants (Firm Registration No. 101720W), be and are hereby appointed as the Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company, on such remuneration as shall be fixed by the Board of Directors.”

Special Business:

3. Appointment of Ms. Shubhdarshini Ghosh as a Director liable to retire by rotation

To consider and, if thought fit, to pass the following resolution as a Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149 and 152 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Rules made thereunder (including any statutory modification(s) or re-enactments(s) thereof for the time being in force), Ms. Shubhdarshini Ghosh (DIN: 07191985) who was appointed as an Additional Director of the Company subject to the approval of Ministry of Information & Broadcasting (MIB) and pursuant to the provisions of Section 161 of the Act, the Grant of Permission Agreement entered by the Company with MIB and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act, proposing her candidature for the office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation, subject to her appointment being approved by MIB.”

4. Private Placement of Non-Convertible Debentures and/or other Debt Securities

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 42, 71 and all other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) read with the Rules made thereunder, as may be amended from time to time, and pursuant to the provisions of Securities and Exchange Board of India (SEBI) (Issue and Listing of Debt Securities) Regulations, 2008, as amended, and other applicable SEBI regulations and guidelines, the provisions of the Memorandum and Articles of Association of the Company and subject to such other applicable laws, rules and regulations and guidelines, approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee which the Board may constitute to exercise its powers, including the powers conferred by this Resolution) for making offer(s) or invitation(s) to subscribe to Secured / Unsecured / Redeemable Non-Convertible Debentures (NCDs) including but not limited to subordinated Debentures, bond, and/or other debt securities, etc., on a private placement basis, in one or more tranches, within the overall borrowing limits of the Company, as may be approved by the Members from time to time.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board/Committee be and is hereby authorised to determine the terms of issue including the class of investors to whom NCDs are to be issued, time, securities to be offered, the number of NCDs, tranches, issue price, tenor, interest rate, premium / discount, listing and to do all such acts and things and deal with all such matters and take all such steps as may be necessary and to sign and execute any deeds/documents/ undertakings/ agreements/ papers/ writings, as may be required in this regard.”

By Order of the Board of Directors

Shikha Kapadia Company Secretary

Registered Office:401, 4th Floor, INFINITILink Road, OshiwaraAndheri West, Mumbai 400 053CIN: U64200MH2005PLC158355Website: www.reliancebroadcast.com

August 28, 2015

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Notes:1. Statement pursuant to Section 102(1) of the Companies

Act, 2013, relating to the special business to be transacted at the Annual General Meeting (the “Meeting”) is annexed hereto.

2. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on a poll, instead of herself/himself and the proxy need not be a member of the Company. The instrument appointing the Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before commencement of the Meeting. A Proxy form is sent herewith.

3. A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten per cent of the total share capital of the Company carrying voting rights. However, a member holding more than ten per cent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other shareholder.

4. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified true copy of their board resolution authorising their representatives to attend and vote on their behalf at the Meeting.

5. Members/Proxies are requested to bring their duly filled attendance slip sent herewith along with their copy of the annual report to the Meeting.

6. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

7. Members who hold shares in electronic form are requested to write their DP ID and Client ID numbers and those who hold shares in physical form are requested to write their Folio number in the attendance slip for attending the Meeting to facilitate identification of membership at the Meeting.

8. Relevant documents referred to in the accompanying Notice are open for inspection by the members at the Registered Office of the Company on all working days, except Saturday between 11:00 A.M. and 1:00 P.M up to the date of the Meeting.

9. Members holding shares in physical form are requested to advise any change of address or bank mandates immediately to the Company/Registrar and Transfer Agent, Karvy Computershare Private Limited.

10. Non-Resident Indian members are requested to inform Karvy Computershare Private Limited immediately on:

a. the change in the residential status on return to India for permanent settlement; and

b. the particulars of the bank account(s) maintained in India with complete name, branch, account type, account number and address of the bank, if not furnished earlier.

11. Members are requested to fill in and submit online the Feedback Form provided in the ‘Contact Us’ section on the Company’s website www.reliancebroadcast.com to aid the Company in its constant endeavour to enhance the standards of service to investors.

12. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number

(PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company/Registrar and Transfer Agent.

13. Members can avail the facility of nomination in respect of shares held by them in physical form pursuant to the provisions of Section 72 of the Companies Act, 2013. Members desiring to avail this facility may send their nomination in the prescribed Form SH 13 duly filled in to Karvy Computershare Private Limited, KARVY SELENIUM, Tower – B, Plot No. 31 & 32, Survey No. 116/22, 115/24, 115/25, Financial District, Nanakramguda, Hyderabad - 500 032, Telangana, India or call on Toll free no.; 1800 4250 999; Tel: +91 40 6716 1500; Fax: +91 91 40 6716 1791 / E-mail: [email protected]. The prescribed form in this regard may also be obtained from Karvy Computershare Private Limited at the address mentioned above. Members holding shares in electronic form are requested to contact their Depository Participant directly for recording their nomination.

14. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same order of names are requested to send the share certificates to the Registrar and Transfer Agent for consolidation into a single folio.

15. Members who have not registered their E-mail addresses so far are requested to register their E-mail address so that they can receive the Annual Report and other communication from the Company electronically.

16. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rules made thereunder, the Company is offering e-voting facility to all Members of the Company through Notice dated August 28, 2015 (remote e-voting). A person, whose name is recorded in the register of members or in the register of beneficial owner (in case of electronic shareholding) maintained by the depositories as on the cut-off date i.e. September 21, 2015 only shall be entitled to avail the facility of remote e-voting / voting. Karvy Computershare Private Limited, our Registrar and Transfer Agent will be facilitating remote e-voting to enable the Members to cast their votes electronically. The Members can cast their vote online from 10:00 A.M. on September 25, 2015 to 5:00 P.M. on September 27, 2015. The Members shall refer to the detailed procedure on remote e-voting given in the e-voting instruction slip.

The facility for voting shall also be available at the Meeting. The members who have cast their votes by remote e-voting prior to the Meeting may also attend the Meeting, but shall not be entitled to cast their votes again at the meeting.

The Board of Directors have appointed Shri Anil Lohia, Partner, M/s. Dayal & Lohia, Chartered Accountants as Scrutiniser to scrutinise the voting process in a fair and transparent manner. The Scrutiniser will submit his report to the Chairman after completion of the scrutiny and the results of voting will be announced after the Meeting of the Company. Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the meeting. The result of the voting will be posted on the website of the Company at www.reliancebroadcast.com and posted on the website of Karvy Computershare Private Limited.

Notice

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Item No. 3: Appointment of Ms. Shubhdarshini Ghosh as a Director liable to retire by rotation

Ms. Shubhdarshini Ghosh was appointed as an Additional Director (Woman Director) of the Company with effect from August 28, 2015 subject to the approval of Ministry of Information & Broadcasting (MIB) in terms of the provisions of Grant of Permission Agreement entered by the Company with MIB. Pursuant to Section 161 of the Companies Act, 2013 (the “Act”) Ms. Shubhdarshini Ghosh holds office up to the date of the ensuing Annual General Meeting.As required under section 160 of the Act, the Company has received a notice in writing from a member along with the requisite amount of deposit proposing the candidature of Ms. Shubhdarshini Ghosh as Woman Director liable to retire by rotation under the provision of Section 149 and Section 152 of the Act. Further it is hereby informed to the Members that her appointment as Director on the Board of the Company is subject to the approval of MIB. The Nomination and Remuneration Committee of the Board of Directors of the Company has recommended the appointment of Ms. Shubhdarshini Ghosh as Director liable to retire by rotation. She is not disqualified from being appointed as Director in terms of Section 164 of the Act and have given her consent to act as Director.Brief Profile of Ms. Shubhdarshini Ghosh is as follows: Ms. Shubhdarshini Ghosh is a management graduate from Indian Institute of Management, Bangalore and holds honors’ degree in mathematics from St. Stephens College, Delhi University. Ms. Shubhdarshini Ghosh is the Chief Strategy Officer at Reliance Life Insurance Company Limited. She has over 18 years of experience having worked with well known brands such as Citibank and Tata AIG prior to joining Reliance Life. She has rich experience with diverse assignments across operations, services, sales and marketing, programme management and corporate strategy including M&A.Save and except Ms. Shubhdarshini Ghosh, and her relatives none of the other Directors and Key Managerial Personnel and their relatives is concerned or interested, financially or otherwise, in this resolution. The Board accordingly recommends the Ordinary Resolution set out at Item No. 3 of the accompanying Notice for approval of the Members.Item No. 4: Private Placement of Non-Convertible

Debentures and/or other Debt SecuritiesAs per the provisions of Section 42 of the Companies Act, 2013 (“the Act”) and its rules thereunder, a Company offering or making

an invitation to subscribe to redeemable secured/ unsecured non-convertible debentures (NCDs) on a private placement basis is required to obtain the prior approval of the Members by way of a Special Resolution. Such approval by a Special Resolution can be obtained once a year for all the offers and invitations for such NCD’s to be made during the year.NCD’s including subordinated debentures, bonds, etc., issued on a private placement basis constitute a significant source of borrowings for the Company. It is proposed to offer or invite subscriptions for NCD’s including subordinated debentures, bonds, and/or other debt securities, etc., on private placement basis, in one or more tranches, within the overall borrowing limits of the Company, as may be approved by the Members from time to time, with authority to the Board to determine the terms and conditions, including the issue price of the NCD’s, interest, repayment, security or otherwise, as it may deem expedient and to do all such acts, deeds, matters and things in connection therewith and incidental thereto as the Board in its absolute discretion deems fit, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of the Resolution. Accordingly, the approval of the members is being sought by way of a Special Resolution under Section 42 and other applicable provisions, if any, of the Act and its rules thereunder as set out in Item No. 4 appended to this notice. None of the Directors, Key Managerial Personnel and their relatives is concerned or interested, financially or otherwise, in this resolution. The Board accordingly recommends the Special Resolution set out at Item No. 4 of the accompanying Notice for the approval of the Members.

By Order of the Board of Directors

Shikha Kapadia Company Secretary

Registered Office:401, 4th Floor, INFINITILink Road, OshiwaraAndheri West, Mumbai 400 053CIN: U64200MH2005PLC158355Website: www.reliancebroadcast.comAugust 28, 2015

Notice

Statement pursuant to Section 102 (1) of the Companies Act, 2013, to the accompanying Notice dated August 28, 2015.

8


Directors’ Report

Dear Shareowners,Your Directors have pleasure in presenting the 11th Annual Report and the audited financial statement for the financial year ended March 31, 2015.Financial ResultsThe standalone performance of the Company for the financial year ended March 31, 2015 is summarised below:

Particulars Financial Year ended March 31, 2015

*Financial Year ended March 31, 2014

(` in Lakhs) (` in Lakhs)Total income 35,668.99 25,340.77Gross profit/(loss) before depreciation, amortisation and exceptional items 9,558.17 1,413.92Less: a. Depreciation and amortisation 3,167.23 4,407.18 b. Exceptional items and other adjustments 1,336.26 10,010.00Profit/(Loss)before tax 5,054.68 (13,003.26)Less: Provision for: Current tax/Excess provision for Tax of earlier years - -Profit/(Loss) after tax 5,054.68 (13,003.26)Add : Balance brought forward from previous year (38,764.53) (25,761.27)Profit/(Loss) available for appropriation (33,709.85) (38,764.53)Effect of changes in depreciation as per Companies Act, 2013 (127.25) -Appropriations: Proposed Dividend on equity shares - -Dividend Tax - -Transfer (from) /to General Reserve - -Transfer to Debenture Redemption Reserve 5,000.00 -Balance carried to Balance Sheet (38,837.10) (38,764.53)*Figures of previous year have been regrouped and reclassified, wherever required

Financial Performance

The Company’s gross income for the financial year ended March 31, 2015 increase to ` 35,668 lakhs from ` 25,341 lakhs in the previous year, increase of 41 per cent. The operating profit (PBDIT) of the Company increased by 215 percent to ` 14,232 lakhs during the year, from ̀ 4,517 lakhs, in the previous year. The overall net profit of the Company for the year was ` 5,054.68 lakhs primarily due to other income of ` 6,659.50 lakhs.

Dividend

During the year under review, the Board of Directors have not recommended any dividend on equity shares of the Company.

Business Operations

The year 2014-15 has been a significant financial year in many ways. We experienced impressive growth in our radio business 92.7 BIG FM, which now ranks as second at all-India level while reaching out to 43.2 million listeners per week. We are the number one station in 18 cities and number two in 8 cities with established leadership in the metros. We have the highest reach among all radio stations in Hindi-speaking markets and closed the last quarter of financial year 2014-15 with a cumulative total of around 11,150 clients annually. We are the most awarded radio network winning multiple awards at New York Radio Festivals 2015, Golden Mikes 2015 and India Radio Forum 2015. Our key shows and properties during the Financial Year 2014 -15 were Suhaana Safar with Annu Kapoor, Yaadon ka Idiot Box with

Neelesh Misra, Retro Talkies with Sihi Kahi Chandru & Geetha, Carvaan-E-Ghazal with Talat Aziz, Se Shudhu Gaaner Din with Sabyasachi Chakraborty, BIG Green Ganesha, BIG Green Durga, BIG Golden Voice and BIG Junior RJ.

The Company hosted 5th BIG Star Entertainment Awards 2014, which was a huge success and garnered exemplary ratings of 4.9 Television Viewer Rating (TVR). The awards honoured the best entertainers of the year through 34 unique categories. Popular Bollywood celebrities like Salman Khan, Sonakshi Sinha, Arjun Kapoor amongst others performed at the award ceremony.

With 50% Gross Viewership in Thousands (GVT) growth in viewership within the first six months of its launch since April 2014, BIG Magic’s Har Mushkil Ka Hal Akbar Birbal built strong brand equity in the comedy genre. In addition to the flagship show, we also launched a bouquet of new shows such as Uff! Ye Nadaniyaan, Ajab Gajab Ghar Jamai, Mahi Sagar, Raavi and Bal Gopal Kare Dhamaal from April 2014 – December 2014 to complete the primetime offering. During Q3, we also connected with our viewers through festival specials and celebrity walk-ins across Hindi Speaking Markets (HSM) with a significant growth on GRP’s and time spent on the channel. As a result of insightful research, we also launched new seasons with fresh characters to boost our viewership for Har Mushkil Ka Hal Akbar Birbal and Uff! Ye Nadaniyaan.

BIG Magic Ganga enjoys strong viewership and is the No.1 general entertainment channel (GEC) of Bihar and Jharkhand, with one third market share. With a strong focus on original

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Directors’ Report

content, our programming strategy is built on local insights with a deep cultural connect and has shows pegged on festivities and devotion. We are positioned as a general entertainment channel offering a wholesome family viewing experience with a diverse content mix that encompasses a wide slate ranging fiction, crime, reality, music, devotion, movies and mythology. Popular shows like Bhakti Samrat, Hindustan Ka BIG Star, Police Files, BIG Memsaab, BIG Bahuria amongst others resonated well with the local audience and offered family entertainment and meaningful content.

Deposits

The Company has neither accepted nor renewed any fixed deposits during the year. There are no unclaimed deposits, unclaimed /unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2015.

Depository system

Your Company’s equity shares are available for dematerialisation through National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31, 2015, 99.97% of the equity shares of your Company were held in demat form.

Delisting of the equity shares of the Company

The Company had received the Final approvals for delisting of the equity shares of the Company from BSE Limited and the National Stock Exchange of India Limited vide their letters dated March 7, 2014.

As per the said approvals, the final Date of delisting of the Company’s equity shares from the Stock Exchanges was Friday, March 28, 2014 and the trading of the equity shares of the Company has been suspended w. e. f. Friday, March 21, 2014.

In accordance with the Regulation 21 of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, an exit opportunity was given to the equity shareholders of the Company for a period of one year from the date of delisting i.e. from March 28, 2014 to March 27, 2015 at the Exit Price i.e. ` 70 per equity share.

Particulars of Loans, Guarantees or Investments

Particulars of loans given, investment made, guarantees given and securities provided are provided in the standalone financial statement (Please refer to Note No. 14, 19, 13 and 29 respectively to the standalone financial statement).

Subsidiaries, joint venture or associate companies

During the year under review, the joint venture agreement in respect of Azalia Broadcast Private Limited (earlier known as BIG RTL Broadcast Private Limited) was terminated and Big Magic Limited, the wholly-owned subsidiary of the Company acquired 50% equity stake of Azalia Broadcast Private Limited from RTL Group Beheer BV. Consequently upon this acquisition Azalia Broadcast Private Limited became the subsidiary of the Company.

The Company has become the subsidiary of Reliance Land Private Limited with effect from March 20, 2015.

A report on the performance and financial position of each of the subsidiary company and associate companies as per the Act is provided in the consolidated financial statement.

Consolidated Financial Statement

The Audited Consolidated Financial Statement for the financial year ended March 31, 2015 based on the financial statement received from subsidiary companies, joint venture and associate companies, as approved by their respective Board of Directors have been prepared in accordance with Accounting Standard (AS) - 21 on ‘Consolidated Financial Statements’ read with AS - 23 on ‘Accounting for Investments in Associates’, and AS - 27 on ‘Financial Reporting of Interest in Joint Venture’, notified under the Act, read with the Accounting Standards Rules as applicable.

Directors

During the year under review, in terms of the provisions of the Act, the Company appointed Shri Anil Sekhri, Shri Pradeep Shah, Shri Prasoon Joshi and Shri Darius Kakalia as Independent Directors of the Company for a period of 5 years with effect from October 6, 2014. Further the Board has appointed Ms. Shubhdarshini Ghosh as an Additional Director (Woman Director) of the Company with effect from August 28, 2015 subject to the approval of Ministry of Information & Broadcasting. She will hold office till the ensuing Annual General Meeting. The Company has received notice in writing from a member proposing her candidature for the office of the Director liable to retire by rotation.

Shri Gautam Doshi, Shri Rajesh Sawhney and Shri Prasoon Joshi ceased to be Directors with effect from January 5, 2015. The Board places on record its deep appreciation for the valuable contribution made by them during their tenure as Directors of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act.

Key Managerial Personnel

During the year Shri Tarun Katial, Chief Executive Officer and Shri Asheesh Chatterjee, Chief Financial Officer were desginated as the Key Managerial Personnal of the Company as per the requirements of the Act,

Shri Gururaja Rao, Company Secretary & Manager has resigned with effect from July 21, 2014 and Ms. Shikha Kapadia has been appointed as the Company Secretary and Compliance Officer with effect from August 22, 2014.

Evaluation of Directors, Board and Committees

The Company has devised a policy for performance evaluation of individual directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after

10


considering criteria such as Board composition and structure, effectiveness of Board/Committee processes and information provided to the Board etc.

The Nomination and Remuneration Committee has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation in Meetings, understanding of their roles as directors etc.

Policy on appointment and remuneration for Directors, Key Managerial Personnel and senior management employees

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of directors, key managerial personnel and senior management employees and their remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director. The policy on the above is attached as Annexure – A.

Directors’ Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual financial statements for the financial year ended March 31, 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

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, 2015 and of the profit of the Company for the year ended on that date;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual financial statements for the financial year ended March 31, 2015 on a ‘going concern’ basis.

v. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Parties

All contracts /arrangements/ transactions entered into/ by the Company during the financial year under review with related parties were on an arm’s length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

None of the Directors has any pecuniary relationship or transactions vis-a vis the Company.

The details of related party transactions are disclosed in Notes to Accounts.

Material Changes and Commitments, if any, affecting the financial position of the Company

There was no material change and commitment which materially affect the financial position of the Company occurred between the financial year ended on March 31, 2015 and the date of this report

Meetings of the Board

During the year, five Board Meetings were held on May 30, 2014, August 22, 2014, November 19, 2014, January 5, 2015 and March 20, 2015.

Committees of Directors

The Company has constituted various committees of the Board, namely, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee

Composition of Board Level Committees:-

A) Audit Committee

The Audit Committee was reconstituted on January 5, 2015 and comprises of three Independent Non-executive Directors viz., Shri Anil Sekhri, Chairman, Shri Darius Kakalia and Shri Pradeep Shah, as members.

The terms of reference of the Audit Committee are in accordance with the provisions of the Act, as amended from time to time. During the year, all recommendations made by the Audit Committee were accepted by the Board.

B) Nomination and Remuneration Committee

The Nomination and Remuneration Committee was reconstituted on January 5, 2015 and comprises of three Independent Non-executive Directors viz., Shri Anil Sekhri, Chairman, Shri Darius Kakalia and Shri Pradeep Shah, as members.

The terms of reference of Nomination and Remuneration Committee are in accordance with the provisions of the Act, as amended from time to time.

C) Stakeholders Relationship Committee

The Stakeholders Relationship Committee was reconstituted on January 5, 2015 and comprises of three Independent Non-executive Directors viz., Shri Anil Sekhri, Chairman, Shri Darius Kakalia and Shri Pradeep Shah, as members.

The terms of reference of Stakeholders Relationship Committee are in accordance with the provisions of the Act, as amended from time to time.

Auditors and Auditors’ Report

M/s. Chaturvedi & Shah, Chartered Accountants, the Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from M/s. Chaturvedi & Shah, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section

Directors’ Report

11


Directors’ Report

141(3) of the Act and they are not disqualified from appointment as statutory auditors of the Company.

The observations and comments given by Auditors in their report read together with notes on financial statement are self explanatory and hence do not call for any further comments under Section 134 of the Act.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Aashish K. Bhatt & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. There is no qualification, reservation or adverse remark made in their Secretarial Audit Report. The Audit Report of the Secretarial Auditor is attached as Annexure – B.

Corporate Social Responsibility

The provisions of Section 135 of the Act relating to Corporate Social Responsibility are not applicable on the Company.

Extract of Annual Return

The Extract of Annual Return in Form MGT - 9 is attached as Annexure - C, to this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As the Company is a multi-media entertainment Company and does not involve in any manufacturing activity, most of the information of the Company as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. However, the information as applicable has been given in the Annexure - D forming part of this Report.

Vigil mechanism

Pursuant to Section 177 (9) of the Companies Act, 2013 and Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014, the Company has a vigil mechanism policy named Whistle Blower Policy.

It is affirmed that no personnel has been denied access to the Audit Committee.

Risk Management Policy

Your Company has identified the need to build a robust risk management framework across its businesses verticals, which will primarily enable the management to incorporate leading

practices and process level controls around operations. The Board reviews periodically the risk assessment and minimization procedures in the areas of business.

Your Company is in the process of formulating an Integrated Risk Management Policy covering all risk.

Compliance with provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to uphold and maintain the dignity of woman employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year no such complaints were received.

Order, if any, passed by regulator or courts or tribunals

There are no order passed by regulator or courts or tribunals impacting the going concern status and the Company’s operations.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls across the organisation. The same is subject to periodic review. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Acknowledgements

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, debenture holders, debenture trustees, bankers, financial institutions, 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, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Anil Sekhri Director

Darius Kakalia Director

MumbaiAugust 28, 2015

12


Annexure – APolicy on appointment and remuneration for Directors, Key Managerial Personnel and Senior Management Employees

1. Introduction 1.1 Reliance Broadcast Network Limited considers human resources as invaluable assets of the Company. The policy aims to

harmonise the aspirations of the directors/ employees with the goals of the Company. 1.2 Human capital is a strategic source of value creation and an important asset of our Company. As part of progressive HR

Philosophy, it is necessary to have in place a comprehensive Compensation Policy, which is in line with the industry trend and is employee friendly.

2. Objectives 2.1 Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate human

resources and to run the Company successfully. 2.2 Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks. 2.3 Ensure that annual compensation review considers industry/ business outlook and strategies adopted by industry

peers, differentiates employees based on their merits and also protects employees, particularly those in junior cadre, against inflationary pressures;

2.4 Retention of high performers at all levels and those playing critical roles.3. Scope and Exclusion The Board has constituted the “Nomination and Remuneration Committee” in line with the requirements under the provisions of

the Companies Act, 2013. This Policy sets out the broad guiding principles for the Committee for recommending to the Board for the appointment and remuneration of the directors, key managerial personnel, senior managerial personnel of the Company.

4. Definitions 4.1 “Director” means a director appointed to the Board of the Company. 4.2 “Key Managerial Personnel” means (I) the Chief Executive Officer or the managing director or the Manager; (ii) the Company Secretary; (iii) the Whole-time Director; (iv) the Chief Financial Officer; and (v) such other officer as may be prescribed under the Companies Act, 2013. 4.3 ‘‘Senior Management’’ means personnel of the Company who are members of its core management team excluding Board

of Directors comprising all members of management one level below the executive directors, if any.5. Policy 5.1. Appointment of Directors/ Key Managerial / Senior Management personnel The Nomination and Remuneration Committee, inter alia, considers qualifications, positive attributes, areas of expertise,

number of directorships and memberships held in various committees of other companies by such persons for selection. The Board considers the recommendation of the Nomination and Remuneration Committee and takes appropriate decision. The Company also considers the requirement of skills and effectiveness of persons contributing to the Company’s business and policy decisions of the Company.

5.2. Remuneration to Directors/ Key Managerial Personnel 5.2.1 The remuneration of the Directors/ Managing Directors/ Whole-Time Directors and Managers etc. will be governed as per

provisions contained in the Companies Act, 2013 and rules made therein from time to time. 5.2.2 Non-Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and the Committees thereof

as approved by the Board of Directors from time to time. The Non-Executive Directors shall also be entitled to profit related Commission, if approved by the Board, in addition to the sitting fees.

5.2.3 The Board, on the recommendation of the Nomination and Remuneration Committee, shall review and approve the remuneration payable to the Directors / Key Managerial Personnel/ Senior Management Personnel of the Company within the overall limits, if any, approved by the shareholders.

5.2.4 The remuneration structure shall include the following components: (i) Basic Pay (ii) Perquisites and Allowances (iii) Stock Options, if any. (iv) Commission (Applicable in case of Executive Directors/ Directors) (v) Retiral Benefits (vi) Performance Linked Incentives 5.2.5 The Annual Plan, Objectives, financial results of the Company shall be reviewed by the Nomination and Remuneration Committee

and Annual Performance Incentives, increment, revision in remuneration etc. will be proposed based on the achievements. 5.3 Remuneration to other employees Employees shall be assigned grades according to their qualifications and work experience, competencies as well as

their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience, performance and prevailing remuneration levels for equivalent jobs.

6. Retention Features as part of Compensation Package Based on the organizational need for retaining performing employees and those in critical roles, certain retention features may

be rolled out as part of the overall compensation package. These may take form of Retention Bonuses (RBs); Special Monetary Programs (SMPs), Long-term Incentives (LTIs), Employee Stock Options etc.

7. Modification and Amendment The policy is subject to modification, amendment and alterations by the management at any time without assigning any reasons.

Directors’ Report

13


ToThe Members,Reliance Broadcast Network Limited401, 4th Floor, INFINITILink Road, Oshiwara, Andheri WestMumbai – 400 053

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Reliance Broadcast Network Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.Based on the verification of Company’s 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, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2015 complied with the statutory provisions listed hereunder and also that the Company has followed proper Board - processes and have required compliance – mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2015, according to the provisions of:

(i) The Companies Act, 2013 (the ‘Act’) and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder for compliance in respect of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(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 (Delisting of Equity Shares) Regulations, 2009;

b) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

Following regulations and guidelines as prescribed under the SEBI Act were not applicable to the Company during the financial year under report:-

c) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

d) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

e) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

f) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client;

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

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

(i) Secretarial Standards issued by the Institute of the Company Secretaries of India –(Not notified hence not applicable to the Company during the audit period)

(ii) The Listing Agreements, if any, entered into by the Company with the Stock Exchanges - Not Applicable.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines mentioned above except for filing of form for borrowing, which is in process.

Annexure - BSecretarial Audit Report

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2015

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

Directors’ Report

14


Directors’ Report

I further report thatThe Board of Directors of the Company is duly constituted with proper balance of Non – Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act.

Adequate notice, agenda and detailed notes were given to all Directors to schedule the Board Meetings 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.

The decisions at Board Meetings and Committee Meetings are carried out and recorded in the minutes of the Board of Directors and Committee of the Board accordingly.

I 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.

I further report that during the audit period, the Company has undertaken event / action having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above viz.

a. Appointment of Independent Directors;

b. Resignation of Directors;

c. Appointment and resignation of Key managerial Personnel(s);

d. Reconstitution of various Committees;

e. Issuance of Non-Convertible Debentures on Private Placement Basis;

f. Approval of borrowing limits under Section 180(1)(c) of the Act;

g. Approval of mortgage limits under Section 180(1)(a) of the Act;

h. Approval of loans and investments under Section 186 of the Act;

i. Termination of Joint Venture agreement(s);

j. Delisting of Equity Shares and Debentures.

For Aashish K. Bhatt & AssociatesCompany Secretaries(ICSI Unique Code S2008MH100200)

Aashish BhattProprietor

ACS No.: 19639COP No.: 7023

Date : August 28, 2015 Place : Mumbai

15


Annexure - CFORM NO. MGT – 9

EXTRACT OF ANNUAL RETURNas on the financial year ended March 31, 2015

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILSi) CIN U64200MH2005PLC158355ii) Registration Date December 27, 2005 iii) Name of the Company Reliance Broadcast Network Limitediv) Category / Sub-Category of the Company Public Company/ Limited by Sharesv) Address of the Registered Office and contact details 401, 4th Floor, INFINITI

Link Road, Oshiwara, Andheri WestMumbai 400 053, IndiaTel : +91 22 3068 9444Fax : +91 22 3988 8927E-mail : [email protected]: www.reliancebroadcast.com

vi) Whether listed company Novii) Name, address and contact details of Registrar and Transfer

Agent, if anyKarvy Computershare Private LimitedKarvy Selenium Tower - BPlot No. 31 & 32, Survey No. 116/22, 115/24, 115/25Financial District, Nanakramguda Hyderabad 500 032, Telangana, IndiaToll free no. : 1800 4250 999Tel No : +91 40 6716 1500 Fax No : +91 40 6716 1791E-mail: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10 per cent or more of the total turnover of the company shall be stated:-

Sl. No.

Name and Description of main Products / Services

NIC Code of the Product / Service

% to total turnover of the Company

1. Radio Broadcasting 601 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIESSr. No.

Name and address of the Company CIN / GLN Holding /Subsidiary /Associate

% of shares held

Applicable Section

(1) Reliance Land Private Limited H Block, 1st FloorDhirubhai Ambani Knowledge CityNavi Mumbai 400 710

U45201MH1993PTC218677 Holding 73.45 2(46)

(2) Azalia Distribution Private Limited 401, 4th Floor, INFINITI Link Road, Oshiwara, Andheri WestMumbai 400 053

U74990MH2010PTC206706 Subsidiary of RTPL 100 2(87)

(3) Azalia Broadcast Private Limited 401, 4th Floor, INFINITI Link Road, Oshiwara, Andheri WestMumbai 400 053

U45400MH2007PTC243437 Subsidiary 100 2(87)

(4) Big Magic Limited 401, 4th Floor, INFINITI Link Road, Oshiwara, Andheri WestMumbai 400 053

U74900MH2011PLC216414 Subsidiary 100 2(87)

(5) Cinestar Advertising Private Limited 401, 4th Floor, INFINITI Link Road, Oshiwara, Andheri WestMumbai 400 053


Directors’ Report

16


III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIESSr. No.

Name and address of the Company CIN / GLN Holding /Subsidiary /Associate

% of shares held

Applicable Section

(6) Reliance Television Private Limited (RTPL) 401, 4th Floor, INFINITI Link Road, Oshiwara, Andheri WestMumbai 400 053


(7) RBN US LLC 1209, Orange Street, City of Wilmington, Delaware, 19801

N.A. Subsidiary 100 2(87)

(8) Reliance TV US LLC 1209, Orange Street, City of Wilmington, Delaware, 19801

N.A. Subsidiary of RBN US LLC

65 2(87)

(9) Georgeville Television, LLC 1209, Orange Street, City of Wilmington, Delaware, 19801

N.A. Subsidiary of Reliance TV US LLC

81 2(87)

(10) GVTV DEVCO LLC C/o National Corporate Research Ltd615 South DuPont HighwayCounty of Kent Delaware 19901

N.A. Subsidiary of Georgeville

Television, LLC

100 2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year (April 01, 2014)

No. of Shares held at the end of the year (March 31, 2015)

%Changeduring

the year Demat Physical Total % of

TotalShares

Demat Physical Total % ofTotal

SharesA. Promoters (1) Indian a) Individual/HUF - - - - - - - - -b) Central Govt. - - - - - - - - -c) State Govt.(s) - - - - - - - - -d) Bodies Corporate 71767586 - 71767586 90.33 74081430 520 74081950 93.24 2.91e) Banks / FI - - - - - - - - -f) Any Other…. - - - - - - - - -Sub-Total (A)(1): 71767586 71767586 90.33 74081430 520 74081950 93.24 2.91(2) Foreign a) NRIs - Individuals 104489 50 104539 0.13 85396 50 85446 0.11 -0.02b) Other - Individuals - - - - - - - - -c) Bodies Corporate - - - - - - - - -d) Banks / FI - - - - - - - - -e) Any Other…. - - - - - - - - -Sub-Total (A)(2): 104489 50 104539 0.13 85396 50 85446 0.11 (0.02)Total Shareholding of Promoters (A) =(A)(1)+(A)(2)

71872075 50 71872125 90.46 74166826 570 74167396 93.35 2.89

B. Public Shareholding (1) Institutions a) Mutual Funds / UTI - - - - - - - - -b) Banks / FI 33000 - 33000 0.04 50 - 50 - (0.04)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): 33000 - 33000 0.04 50 - 50 - (0.04)(2) Non-Institutions a) Bodies Corporatei) Indian 1689130 - 1689130 2.13 527933 - 527933 0.66 (1.46)ii) Overseas 147 - 147 - - - - - -

Directors’ Report

17


Category of Shareholders No. of Shares held at the beginning of the year (April 01, 2014)

No. of Shares held at the end of the year (March 31, 2015)

%Changeduring

the year Demat Physical Total % of

TotalShares

Demat Physical Total % ofTotal

Sharesb) Individuals i. Individual shareholders

holding nominal share capital up to `1 lac

5243745 25008 5268753 6.63 4543751 25137 4568888 5.75 -

ii. Individual shareholders holding nominal share capital in excess of `1 lac

588015 - 588015 0.74 186903 - 186903 0.24 (0.50)

c) Others(specify) - - - - - - - - -Sub-Total(B)(2): 7521037 25008 7546045 9.50 5258587 25137 5283724 6.65 (2.85)Total Public Shareholding(B)=(B)(1)+(B)(2)

7554037 25008 7579045 9.54 5258637 25137 5283774 6.65 (2.89)

C. Shares held by Custodian for GDRs ADRs

- - - - - - - - -

Grand Total (A+B+C) 79426112 25058 79451170 100.00 79425463 25707 79451170 100.00 -

ii) Shareholding of Promoters

Sl. No.

Shareholders Name

Shareholding at the beginning of the year (April 01, 2014)

Shareholding at the end of the year (March 31, 2015)

% change in shareholding during the

yearNo. of Shares

% of total Shares of the

Company

% of Shares Pledged /

encumbered to total shares

No. of Shares


Company

% of Shares Pledged /

encumbered to total shares

1. Reliance Capital Limited 15727957 19.80 - 15727957 19.80 - -2. Reliance Land Private Limited 39661766 49.92 - 58353993 73.44 - 23.533. Reliance Share & Stock Brokers Private Limited 14359866 18.07 - - - - (18.07)4. Reliance ADA Group Trustees Private Limited 2017997 2.54 - - - - (2.54)

Total 71767586 90.33 - 74081950 93.24 - 2.91

iii) Change in Promoters’ shareholding (Please specify, if there is no change)

Sl. No.

Shareholding at the beginning of the year (April 1, 2014)

Cumulative shareholding during the year

No of Shares % of total shares of the company

No of Shares % of total shares of the company

1 At the beginning of the year 71767586 90.33 2314364 2.912 Date wise Increase / Decrease in Promoters

Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc)

# # # #

3 At the End of the year 74081950 93.34

# Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

Sl. No.

Shareholders’ Name Shareholding at the beginning of the year

(April 1, 2014)

Date Increase / (Decrease) in shareholding

Reason Cumulative shareholding during the year

No. of shares % of total Shares of the

Company

No. of shares


Company1 Reliance Capital Limited 15727957 19.80 - - - 15727957 19.802 Reliance Land Private

Limited39661766 49.92 20.03.2015

27.03.2015

18659189 Acquisition pursuant to Exit

Offer

58320955 73.4033038 58353993 73.44

3 Reliance Shares and Stock Brokers Private Limited

14359866 18.07 16.05.2014 1502380 15862246 19.9601.08.2014 418212 16280458 20.4915.08.2014 49072 16329530 20.5517.10.2014 2017997 18347527 23.09

Directors’ Report

18


Sl. No.

Shareholders’ Name Shareholding at the beginning of the year

(April 1, 2014)

Date Increase / (Decrease) in shareholding

Reason Cumulative shareholding during the year

No. of shares % of total Shares of the

Company

No. of shares


Company05.12.2014 173076 Acquisition

pursuant to Exit Offer

18520603 23.3113.02.2015 138166 18658769 23.4820.03.2015 (18658769) - -

4 Reliance ADA Group Trustees Private Limited

2017997 2.54 17.10.2014 (2017997) Sold - -

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

Sl. No.

For Each of the Top Ten Shareholders Shareholding at the beginning of the year

(April 1, 2014)

Increase / Decrease

Shareholding at the end of the year

(March 31, 2015) No. of Shares % to total

shares of the Company

No. of Shares No. of Shares % to total shares of the

Company 1. Amit Goel 170354 0.21 (170354) - -2. Rachna Bagga 72960 0.09 (72960) - -3. Sanjay Lunawat 68118 0.09 - 68118 0.094. Ramesh Damani 50000 0.06 - 50000 0.065. Naman Vincom Private Limited 42833 0.05 (42833) - -6. Kanwal Jit Singh Bagga Huf . 42038 0.05 (42038) - -7. Surbhi Investments And Trading Co. Private

Limited 36572 0.05 (36572) - -

8. Neeraj Batra 35492 0.04 (35492) - -9. Radhika Batra 31000 0.04 (31000) - -10. Umesh Chandulal Gandhi 26500 0.03 - 26500 0.03

v) Shareholding of Directors and Key Managerial Personnel: None of the Directors and Key Managerial Personnel are holding any shares in the Company at the beginning of the year as well as at the end of the year.

V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment (` in Lakh)

Secured Loans excluding deposits

Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i. Principal Amount 18,791.22 31,500.00 - 50,291.22

ii. Interest due but not paid - - - -

iii. Interest accrued but not due 896.69 - - 896.69

Total (i+ii+iii) 19,687.91 31,500.00 - 51,187.91

Change in Indebtedness during the financial year

Additions 28,238.96 7,832.52 - 36,071.48

Reduction (13,640.93) (2,950.00) - (16,590.93)

Net Change 14,598.03 4,882.52 - 19,480.55

Indebtedness at the end of the financial year

i. Principal Amount 33,389.25 36,382.52 - 69,771.77

ii. Interest due but not paid 114.86 - - 114.86

iii. Interest accrued but not due 581.37 167.21 - 748.58

Total (i+ii+iii) 34,085.48 36,549.73 - 706,35.21

Directors’ Report

19


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (A) Remuneration to Managing Director, Whole-time Directors and/or Manager:

(` in lakh)

Sr. No.

Particulars of Remuneration Shri Gururaja Rao* Company Secretary & Manager

1 Gross Salary

a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 21.76

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

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

2 Stock Option -

3 Sweat Equity -

4 Commission -

5 Others, please specify -

Total (A) 21.76

Ceiling as per the Act 558.50

Note: * Ceased to be Company Secretary& Manager w.e.f. July 21, 2014.

(B) Remuneration to other Directors: (` in lakh)

Sr. No. Particulars of Remuneration Name of Director Total Amount

1. Independent Directors

Shri Anil Sekhri

Shri Darius Kakalia

Shri Prasoon Joshi#

Shri Pradeep Shah

l Fee for attending board/ committee meetings

1.40 1.10 - 1.10 3.60

l Commission - - - - -l Others, please specify - - - - -Total (1) 1.40 1.10 - 1.10 3.60

2. Other Non Executive Directors

Shri Gautam Doshi#

Shri Rajesh Sawhney#

l Fee for attending board/ committee meetings 0.60 0.30 0.90l Commission - - -l Others, please specify - - -Total (2) 0.60 0.30 0.90Total (B) = (1 + 2) - - 4.50Total Managerial Remuneration (A+B)

- - 27.08

Overall Ceiling as per the Act 558.50Note: # Ceased to be Director w.e.f. January 5, 2015.

Directors’ Report

20


(C) Remuneration to key managerial personnel other than MD / Manager / WTD (` in lakh)

Sr. No.

Particulars of Remuneration Key Managerial Personnel Total Amount

Shri. Tarun Katial

Chief Executive Officer

Shri. Asheesh Chatterjee

Chief Financial Officer

Ms. Shikha Kapadia** Company Secretary

Mr. Gururaja Rao*

Company Secretary

1 Gross Salary a) Salary as per provisions contained

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

467.43 111.02 12.34 21.76 612.55

b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961 0.09 - - - 0.09

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

2. Stock Option (Numbers) - - - - -3 Sweat Equity - - - - -4 Commission - - - - -5 Others, please specify - - - - -

Total 467.52 111.02 12.34 21.76 612.64

Note: * Ceased to be Company Secretary w.e.f. July 21, 2014.

** Appointed as Company Secretary w.e.f. August 22, 2014.

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

There were no penalties, punishment or compounding of offences to the Company, directors and other officers of the Company during the year ended March 31, 2015.

Directors’ Report

21


Annexure – C(a) Conservation of Energy:

The steps taken or impact on conservation of energy The Company requires energy for its operations and is making all efforts to conserve energy by monitoring energy costs and periodically reviews of the consumption of energy. It also takes appropriate steps to reduce the consumption through efficiency in usage and timely maintenance/ installation/ upgradation of energy saving devices.

The steps taken by the Company for utilising alternate sources of energy

The capital investment on energy conservation equipments

(b) Technology Absorption, Adoption and Innovation:

(i) The efforts made towards technology absorption

The Company uses latest technology and equipments into the business. Further the Company is not engaged in any manufacturing activities.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of financial year)

(a) The details of technology imported

(b) The year of import

(c) Whether technology been fully absorbed?

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof.

(iv) The expenditure incurred on research and development The Company has not spent any amount towards research and development activities and has been active in harnessing and tapping the latest and the best technology in the industry.

(c) Total foreign exchange earnings and outgo:

a. Total Foreign Exchange earnings : Nil

b. Total Foreign Exchange outgo : ` 92.36 lakh

Directors’ Report

22


Independent Auditors’ Report on the financial statements

TO,THE MEMBERS OF RELIANCE BROADCAST NETWORK LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of RELIANCE BROADCAST NETWORK LIMITED (“the Company”), which comprise the Balance Sheet as at 31st 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 stated 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 maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting 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 adequate internal financial controls, 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.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into accounts the provisions of the Act, the accounting and auditing standards and matters which required to be included in audit report under the provision 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 misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and the 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 a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the 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.

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, of the state of affairs of the company as at 31st March, 2015, and its loss and its cash flow for the year ended on that date.

Emphasis of Matters

We draw attention to following notes to the financial statements:

a) Note no. 30 which described the uncertainty about the realisability of certain deposits and advances which are outstanding for a long period, as the matter is into litigations/ arbitrations. Pending outcome of such litigations/ arbitrations, the Company has not made any provision/ adjustment for said deposits and advances in the accounts.

b) Note no. 45 regarding investments in and debtors, loans and advances given including interest accrued on loan given to its wholly owned major subsidiary aggregating to Rs 38,066.56 lakh. The subsidiary continues to make losses and the accumulated losses have fully eroded the net worth of the said subsidiary. An external valuation report obtained by the management covers the carrying value of the above total exposure and having regards to financial support from the promoter of the Company to the subsidiary; no provision is considered necessary by the management. The valuation as aforesaid is dependent on the achievement of the projections as regards operating performance by these subsidiaries.

c) Note no. 46 which described that the Company’s net worth is substantially eroded; indicating the existence of uncertainty that may cast doubt about the Company’s ability to continue as a going concern. Considering the matters set out in the said note, the financial statements are prepared on a going concern basis.

Our opinion is not modified in respect of these matters.

23


Independent Auditors’ Report on the financial statements

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2015(“the Order”), issued by Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 purpose 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) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) 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) Rule, 2014.

e) The matter described under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

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

g) With respect to the other matters to be included in the Auditor’s report in accordance with Rule 11 of the Companies (Audit and Auditors) rule, 2014 in our opinion and to the best of our information and according to the explanation given to us:

i) The Company has disclosed the impact of pending litigation as at 31st March, 2015 on its financial position in its financial statements as referred to in Note 29 to the financial statements;

ii) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection fund by the company.

For Chaturvedi & ShahChartered Accountants Firm’s Registration No. 101720W

Parag D. MehtaPartner Membership No. 113904

Place : MumbaiDate : 28th August, 2015

24


Annexure To The Independent Auditors’ Report

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

i) In respect of its fixed assets;

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in phased manner over a period of three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the programme certain fixed assets were physically verified during the year. According to the information and explanations given to us no material discrepancies were noticed on such verification.

ii) In respect of its inventories;

a) The company’s inventory consists unamortized cost of content. Therefore, the provisions of paragraph 3 ii [(a) & (b)] of the said order are not applicable to the company.

b) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on such verification.

iii) According to the information and explanations given to us, the Company has granted unsecured loans to its subsidiaries covered in the Register maintained under Section 189 of the Companies Act, 2013. In respect of such loans:

a) The loan given is interest bearing. The loan given and interest thereon is repayable from the financial year 2015-2016 till 2018-19.

b) There is no overdue amount in excess of Rs. 1 lakh remaining outstanding as at the year end.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of fixed assets and for the sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

v) According to information and explanations given to us, the Company has not accepted any deposit during the year.

vi) According to information and explanations given to us, maintenance of cost records has not been prescribed for the Company by the Central Government under sub section (1) of section 148 of the Companies Act, 2013.

vii) According to the information and explanations given to us, in respect of statutory dues:

a) Undisputed statutory dues, including provident fund, wealth tax, value added tax, profession tax, cess and any other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities except in respect of income tax (tax deducted at source) and service tax, the delays ranged from three days to seventy nine days. As explained to us, the Company did not have any dues on account of sales tax, employee state insurance, duty of customs and duty of excise.

There were no undisputed amounts payable in respect of provident fund, wealth tax, value added tax, income tax, service tax and other material statutory dues in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, there are no dues of sales tax, wealth tax, duty of customs, duty of excise, value added tax and cess which have not been deposited on account of any dispute other than the following:

Name of statute Nature of the dues Period to which the amount relates

Forum where dispute is pending

Amount (` in lakhs)

Central Excise Act, 1944

Service Tax 2006-07 and 2007-08 Commissioner, Service Tax, Mumbai

1,344.10

The Jammu & Kashmir General Sales Tax Act, 1962

General Sales Tax 2007-08 and 2008-09 High Court of Jammu & Kashmir, Jammu

68.04

Income Tax Act, 1961 Tax deducted at source 2007-08 to 2014-15 Commissioner of Income Tax

63.45

Indian Stamp Act Stamp duty 2007-08 Deputy Commissioner, Stamp duty, Aligarh

6.70

Delhi Municipal Corporation Act

Property Tax 2004-05 to 2013-14 Deputy Assessor and collector, Delhi

2,465.30

c) There were no amounts required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

25


Annexure To The Independent Auditors’ Report

viii) The accumulated losses of the Company at the end of the financial year are more than fifty per cent of its net worth. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to any financial institutions or banks and debenture holders.

x) The Company has not given any guarantees for loans taken by others from banks/financial institutions.

xi) In our opinion and according to the information and explanations given to us, the term loans have been applied by the Company during the year for the purposes for which they were obtained.

xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For Chaturvedi & ShahChartered Accountants Firm’s Registration No. 101720W

Parag D. MehtaPartner Membership No. 113904


26


(` in Lakhs)

Balance Sheet as at 31 March 2015

Particulars Notes As At31 March 2015

As At31 March 2014

EQUITY AND LIABILITIESShareholder's FundsShare Capital 2 3,972.56 3,972.56 Reserves and Surplus 3 723.23 (1,903.42)

4,695.79 2,069.14 Non-Current LiabilitiesLong-term borrowings 4 39,153.68 35,150.29 Deferred Tax Liability (net) 5 - - Other Long term liabilities 6 199.44 174.69 Long-term provisions 7 5,113.03 3,018.96

44,466.15 38,343.94 Current LiabilitiesShort-term borrowings 8 8,121.42 4,830.91Trade payables 9 945.20 1,362.56Other current liabilities 10 28,535.87 15,929.93Short-term provisions 11 76.63 62.64

37,679.12 22,186.04Total 86,841.06 62,599.12

ASSETSNon-current assetsFixed assetsTangible assets 12 4,281.49 5,605.96Intangible assets 12 3,279.12 5,111.30

Non-current investments 13 284.70 1,620.96Long term loans and advances 14 50,845.86 34,803.63Other non-current assets 15 6,274.58 437.85

64,965.75 47,579.70Current assetsInventories 16 1.75 23.29Trade receivables 17 8,953.47 6,564.22Cash and bank balances 18 2,338.65 1,789.26Short-term loans and advances 19 10,292.09 6,618.13Other current assets 20 289.35 24.52

21,875.31 15,019.42Total 86,841.06 62,599.12

The accompanying notes are an integral part of the Financial Statements. 1 to 47

As per our report of even dateFor Chaturvedi & Shah For and on behalf of the Board of Directors Chartered AccountantsFirm Registration No.: 101720W Anil Sekhri Pradeep Shah Darius Jehangir Kakalia

Director Director DirectorParag D. MehtaPartner Tarun Katial Asheesh Chatterjee Shikha KapadiaMembership No.: 113904 Chief Executive Officer Chief Financial Officer Company Secretary

Mumbai MumbaiAugust 28, 2015 August 28, 2015

27


(` in Lakhs)

Statement of Profit and Loss for the year ended on 31 March 2015

Particulars Notes For The Year Ended31 March 2015

For The Year Ended31 March 2014

Income

I. Revenue from operations 21 29,009.49 24,893.91

II. Other Income 22 6,659.50 446.86

III. Total Revenue (I+II) 35,668.99 25,340.77

IV. Expenses

i. Direct Expenses 23 6,575.87 7,187.13

ii. Employee benefit expense 24 5,797.30 4,676.21

iii. Finance costs 25 4,673.61 3,102.57

iv. Depreciation, amortization and impairment expense 26 3,167.23 4,407.18

v. Other expenses 27 9,064.04 8,960.94

V. Total Expenses 29,278.05 28,334.03

Profit/(Loss) before Exceptional items and tax 6,390.94 (2,993.26)

Exceptional Items 28 1,336.26 10,010.00

Profit/(Loss) before tax 5,054.68 (13,003.26)

VI. Tax expense - -

Profit/(Loss) for the Year 5,054.68 (13,003.26)

Earning per equity share [Nominal Value of Share ` 5 each fully paid-up]

Basic (In `) 37 6.36 (16.37)

Diluted (In `) 37 6.36 (16.37)





28


(` in Lakhs)

Cash Flow Statement for the year ended 31 March 2015

For The Year Ended 31 March 2015

For The Year Ended 31 March 2014

CASH FLOW FROM OPERATING ACTIVITIESNet profit/(loss) before taxes 5,054.68 (13,003.26)Adjustment for:Less: Interest Income (6,456.96) (234.75)Add: Interest Expense 4,673.61 3,102.57Add: Depreciation, amortisation and impairment expense 3,167.23 4,407.18Add: Provision for Doubtful debts 706.45 -Add: Bad Debts - 32.28Add: Advances Written Off 84.08 83.01 Add: Provision for assets held for sale - 15.84Add: Provision for Doubtful Deposits/Advances 721.27 658.46Add: Provision for Diminution in the value of Investments 1,336.26 4,010.00Add: Provision for Doubtful Loans and Advances to related parties - 6,000.00Less: Foreign Exchange Gain (43.60) (57.56)Less: Excess Accruals Written Back (247.73) (235.44)Less: Sundry Credit Balance Written Back (48.95) (235.42)Less: (Profit) / Loss on sale/disposal of assets (net) 4.96 17.82Operating profit/ (loss) before working capital changes 8,951.30 4,560.73(Increase)/ Decrease in Inventories 21.54 102.93(Increase)/ Decrease in Loans and Advances (21,646.67) (14,755.38)(Increase)/ Decrease in Debtors (3,095.70) 187.20Increase/(Decrease) in Current Liabilities and Provisions 635.47 485.42Cash generated from operations (15,134.06) (9,419.10)Taxes Paid (net of refunds) 658.42 (230.93)Net cash generated from / (used in) operating activities (A) (14,475.64) (9,650.03)CASH FLOWS FROM INVESTING ACTIVITIESPurchase of fixed assets (including capital work-in-progress) (143.18) (181.99)Sale Proceeds from Fixed Assets 0.40 6.70Interest Income 387.23 37.79Net cash generated from / (used in)investing activities (B) 244.45 (137.50)CASH FLOWS FROM FINANCING ACTIVITIESNet Increase/(Decrease) in Short Term Loans 3,290.51 (142.05)Proceeds from Long Term Loans 26,500.00 15,000.00Repayment of Long Term Loans (551.47) (479.79)Repayment of Debentures (10,000.00) -Interest Paid (4,936.94) (3,189.54)Net cash generated from / (used in) financing activities (C) 14,302.10 11,188.62

Net increase in cash and cash equivalents (A + B + C) 70.91 1,401.09Cash and cash equivalents at beginning of the Year 1,765.41 364.32Cash and cash equivalents at end of the Year 1,836.32 1,765.41




29


Notes to the financial statements for the year ended 31 March 2015

1 Summary of significant accounting policies a. Basis of preparation

These financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting and in accordance with the Accounting Standards (‘AS’) as prescribed under the Companies (Accounting Standards) Rules, 2006, which continue to apply as per Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

b. Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles (‘GAAP’) in India requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent liabilities on the date of the financial statements. Actual results could differ from those estimates. Any revision to accounting estimates is recognised prospectively in current and future years.

c. Fixed assets and depreciation/ amortisation i Tangible assets Tangible fixed assets are stated at cost less accumulated depreciation and any provision for impairment. Cost includes

freight, duties, taxes (other than those recoverable from tax authorities) and other expenses related directly/indirectly to the acquisition / construction and installation of the fixed assets for bringing the asset to its working condition for its intended use.

Depreciation on fixed assets is provided on the straight line method over the useful life of the assets as prescribed in Schedule II of the Companies Act, 2013.

Leasehold improvements are depreciated over the lower of the useful life of the asset and the lease term, on a straight line basis.

Bus Queue Shelters under BOT Schemes are depreciated over the useful life being the contract period on uniform basis.

Individual assets costing up to ` 0.05 Lakhs are depreciated fully in the year of acquisition.

ii Intangible assets Intangible assets, all of which have been acquired and are controlled through custody or legal rights, are capitalised at

cost, where they can be reliably measured. Where capitalised, intangible assets are regarded as having a limited useful economic life and the cost is amortised over the lower of useful life and 10 years.

Application software purchased, which is not an integral part of the related hardware, is shown as intangible assets and amortised on a straight line basis over its useful life, not exceeding ten years, as determined by management.

One Time Entry Fees paid for acquiring FM radio broadcasting licenses has been capitalised as an asset and is amortised over a period of ten years, being the period of the license, from the date of operationalisation of the station.

Purchased goodwill is recognised by the Company on the basis of excess of purchase consideration paid over the value of the assets acquired at the time of acquisition and is amortised over its estimated useful life not exceeding five years.

d. Impairment

In accordance with AS 28 – ‘Impairment of Assets’, where there is an indication of impairment of the Company’s asset, the carrying amounts of the Company’s assets are reviewed at each balance sheet date to determine whether there is any impairment. The recoverable amount of the asset (or where applicable, that of the cash generating unit to which the asset belongs) is estimated as the higher of its net selling price and its value in use. An impairment loss is recognised whenever the carrying amount of an asset or a cash generating unit exceeds its recoverable amount. Impairment loss is recognised in the statement of profit and loss.

Value in use is present value of estimated future cash flows expected to arise from the continuing use of the asset and from its disposal at the end of its useful life.

e. Investments Investments are classified as long term or current based on intention of the management at the time of purchase. Current

investments are valued, scrip wise, at cost or fair value , whichever is lower. Long-term investments are carried at carrying cost less diminution in value which is other than temporary, determined

separately for each individual investment. f. Inventories Inventories are stated at lower of cost and net realisable value. Cost of Event / Content which does not create any rights are charged to the statement of profit and loss on exploitation. Event / Content cost covers the cost of acquisition/ execution of the award, function / concerts, cost of content like sports

events, video albums etc.

30



Cost of television programmes comprises of material, cost of services and other expenses.

Pilot episodes are stated at cost. Pilots are written off after the end of one year from the year of production of respective pilot in case the same is not developed into a serial.

Amortisation Policy for Event / Content Cost: In case rights are available in perpetuity Costs of Annual Award/Concerts are amortised at 80% in the year of event execution and 20% in the subsequent year. Costs of Other Content are amortised at 60% in the year of commercial exploitation and 40% over the subsequent two

years equally. g. Share / Debenture Issue Expenses Share / Debenture Issue expenses are adjusted against securities premium account. h. Employee benefits Short-term employee benefits are recognised as an expense at the undiscounted amount in the statement of profit and

loss of the year in which the related service is rendered.

The Company’s contribution to provident fund, which is a defined contribution scheme, is charged to the statement of profit and loss as incurred.

Post employment and other long term employee benefits are recognised as an expense in the statement of profit and loss for the year in which the employee has rendered services.

The expense is recognised at the present value of the amount payable determined using actuarial valuation carried out by an independent actuary at the balance sheet date using Projected Unit Credit Method.

i. Employee Stock Option Scheme (“ESOS”) The Employees Stock Option Scheme (“the Scheme”) provides for grant of equity shares of the Company to Directors

(including whole time) and employees of the Company and its subsidiaries. The Scheme provides that employees are granted an option to acquire equity shares of the Company that vests in a graded manner. The options may be exercised within a specified period. The Company follows the intrinsic value method to account for its stock – based employee compensation plans. Compensation cost is measured as the excess, if any, of the fair market price of the underlying stock over the exercise price on the grant date and is amortised over the vesting period of the option on a Straight Line Basis.

The fair market price is the latest closing price, immediately prior to the date of the Board of Directors meeting in which the options are granted, on the stock exchange on which the shares of the Company are listed. If the shares are listed on more than one stock exchange, then the stock exchange where there is highest trading volume on the said date is considered.

j. Revenue recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the

revenue can be reliably measured. The amount recognised as revenue is net of trade discounts and service tax.

Revenue from sale of airtime

Revenue from Radio broadcasting is recognised on an accrual basis on the airing of the customers commercials, net of agency commission.

Revenue from sale of telecast rights

Revenue from sale of telecast rights of event and content is recognized on the date when the rights are made available to the assignee for exploitation.

Revenue from television programe

Revenue from commissioned programmes are recognised as and when the relevant episodes of the programmes are delivered to the channels.

Out of Home Media

Advertising space revenue, net of taxes, rebate and discount is recognised on the display of advertisements over the year of the contract.

Revenue from Experiential Marketing

Revenue from experiential marketing which includes event management and activations are recognised on the completion of the event and on the basis of related services performed, as per the contracted terms.

Interactive Revenue

Revenue from short code, short messaging service (‘SMS’) is recognised on acceptance of the hits by telecom operators.

Management Fees

Management fee is recognised as revenue on time proportion basis as per relevant agreements.

Interest income

Interest income is recognised on a time proportion basis.

31



k. License Fees

As per the new Frequency Module (FM) broadcasting policy, effective 1 April 2005 license fees are charged to revenue at the rate of 4% of gross revenue for the year or 10% of Reserve One Time Entry Fee (ROTEF) for the concerned city, whichever is higher. Gross Revenue for this purpose shall mean revenue on the basis of billing rates without deduction of taxes and agency commission and net of discounts to advertisers. Barter advertising contracts shall also be included in the gross revenue on the basis of relevant billing rates. ROTEF means 25% of highest valid bid in the city.

l. Foreign currency transactions

Transactions denominated in foreign currency are recorded at the exchange rate prevailing on the date of the transactions. Exchange differences arising on foreign exchange transactions settled during the year are recognised in the statement of profit and loss of the year.

Monetary items are restated at the year ended rates. The exchange differences between the rate prevailing on the date of transaction and on settlement/restatement (other than those relating to acquisition of fixed assets) is recognised as income or expense, as the case may be. Non-monetary items which are carried at historical costs denominated in foreign currency are reported using the exchange rate at the date of the transaction.

In respect of integral foreign operations of the company, fixed assets are translated at the rates on the date of acquisition, monetary assets and monetary liabilities are translated at the rate on the date of the balance sheet and income and expenditure are translated at the average of weekly average rates during the year.

m. Earning Per Share

In determining earning per share, the company considers the net result after tax and includes the post tax effect of any extraordinary / exceptional item. The number of shares used in computing basic earning per share is the weighted average number of shares outstanding during the year. The number of shares used in computing diluted earning per share comprises the weighted average shares considered for deriving basic earnings per share and also the weighted average number of shares that could have been issued on the conversion of all dilutive potential equity shares unless the results would be anti-dilutive. Dilutive potential equity shares are deemed converted as of the beginning of the year, unless issued at a later date.

n. Taxation

Tax expense comprises current tax expense computed in accordance with the relevant provisions of the Income Tax Act, 1961 and deferred tax charge or credit.

Current tax provision is made based on the tax liability computed after considering tax allowances and exemptions, in accordance with the Income Tax Act, 1961. Deferred tax charge or credit and the corresponding deferred tax liability or asset is recognised for timing differences between the profits/ losses offered for income taxes and profits/ losses as per the financial statements. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date.

Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be realized in future. However, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognised only if there is a virtual certainty of realisation of such assets. Deferred tax assets are reviewed as at each balance sheet date and written down/up to reflect the amount that is reasonably/virtually certain (as the case may be) to be realized.

o. Provisions and contingencies

Provisions comprise liabilities of uncertain timing or amount. Provisions are recognised when the Company recognizes it has a present obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount can be reasonably estimated.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Loss contingencies arising from claims, litigation, assessment, fines, penalties, etc. are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

p. Leases

The Company has various operating leases, principally for radio stations, office space and equipments with various renewal options. Substantially all operating leases are cancelable as well as renewable on expiry of lease term. Rental expense in agreements with scheduled rent increases is recorded on a straight-line basis as applicable over the lease term.

q. Borrowing costs

Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use. All other borrowing costs are charged to revenue.

32


(` in Lakhs)


2. Share Capital

As At 31 March 2015

As At 31 March 2014

Authorised Shares

20,00,00,000 (Previous Year: 20,00,00,000 ) Equity Shares of ` 5/- each 10,000.00 10,000.00

10,00,00,000 (Previous Year: 10,00,00,000) Preference Shares of ` 5/- each 5,000.00 5,000.00

15,000.00 15,000.00

Issued, Subscribed and Paid Up

7,94,51,170 (Previous Year: 7,94,51,170) Equity Shares of ` 5/- each fully paid up 3,972.56 3,972.56

3,972.56 3,972.56

a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting year

Equity Shares

As At 31 March 2015 As At 31 March 2014

No. of Shares No. of Shares

At the beginning of the year 79,451,170 3,972.56 79,451,170 3,972.56

Issued during the year - - - -

Outstanding at the end of the year 79,451,170 3,972.56 79,451,170 3,972.56

b. Terms/rights attached to equity shares

The company has only one class of equity shares having a par value of ` 5 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends if any, in Indian rupees. The dividend proposed if any, by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. Details of shareholders holding more than 5% shares of the company

As At 31 March 2015 As At 31 March 2014 No. of Shares

Percentage of holding

No. of Shares


Equity shares of ` 5 each fully paidReliance Land Private Limited (Holding Company)

58,353,993 73.44 39,661,766 49.92

Reliance Capital Limited 15,727,957 19.80 15,727,957 19.80Reliance Shares & Stock Brokers Private Limited

- - 14,359,866 18.07

3. Reserve & Surplus

As At 31 March 2015

As At 31 March 2014

Capital Reserve

As per last balance sheet 3,497.24 3,497.24

Securities Premium Account

As per last balance sheet 33,363.87 35,407.20

Less: Premium Payable on Redemption of Debentures 2,300.78 2,043.33

31,063.09 33,363.87

33


(` in Lakhs)


As At 31 March 2015

As At 31 March 2014

Debenture Redemption Reserve

As per last balance sheet - -

Add : Transferred from statement of profit & loss 5,000.00 -

5,000.00 -

(Deficit) in the statement of Profit & Loss

As per last balance sheet (38,764.51) (25,761.27)

Add: Impact of Change in Useful life of Assets (As per Schedule II of the Companies Act, 2013) (127.25) -

Add: Profit/(Loss) for the year 5,054.68 (13,003.26)

Less: Appropriations out of current year profit

Transferred to Debenture Redemption Reserve 5,000.00 -

(38,837.10) (38,764.53)

Total Reserve & Surplus 723.23 (1,903.42)

4. Long Term Borrowings


Secured Current Non-current Current Non-current

Loans from body corporates (refer note a) 150.29 - 551.47 150.29

Non-Convertible Debentures (refer note b) 5,000.00 - 10,000.00 5,000.00

Loan from Banks (refer note c,d & e) - 21,500.00 - -

5,150.29 21,500.00 10,551.47 5,150.29

Unsecured Current Non-current Current Non-current

Loans from body corporates (refer note f) 2,346.32 2,653.68 - -

Zero Coupon unsecured redeemable non convertible Debentures (refer note g) 15,000.00 - - 15,000.00

Loan From Bank (refer notes h) - 15,000.00 - 15,000.00

17,346.32 17,653.68 - 30,000.00

Total Long term borrowings 22,496.61 39,153.68 10,551.47 35,150.29

a. Loan from body corporates of ` 150.29 Lakhs (Previous Year: ` 701.76 Lakhs) carries interest rate of IRR 14%. The term of repayment is on 12 quarterly equated installment basis from the date of disbursement of loan i.e. 1 April, 2012. The loan is secured by second charge on present and future fixed assets of the Company which will be subordinate to the existing first pari-passu charge created by the company.

b. The Company had issued 11.50% 1,500 Secured Redeemable Non Convertible Debentures (Debentures) amounting ` 15,000.00 Lakhs, having face value of ` 10.00 Lakhs each on a private placement basis on 28 September, 2012. The said Debentures were listed on National Stock Exchange (NSE) w.e.f. 01 November, 2012 which were subsequently delisted w.e.f. 07 November, 2014. The said debentures are secured by first pari passu charge by way of hypothecation of all assets of the Company with a minimum asset cover of 1.25 times to be maintained at all times till the maturity of debentures. The debentures are redeemable in three equal installments at the end of 24 months, 30 months and 36 months (i.e. 28 September, 2014, 28 March, 2015, 28 September 2015). After second phase redemption on 28 March 2015, the revised face value of Debentures is ` 3.33 Lakhs.

34


(` in Lakhs)


c. Loan from bank of ` 8,500.00 Lakhs (Previous Year: ` Nil) carries interest rate of 11.75%. The loan is for a tenure of 4 years from the date of first disbursement i.e. 29 September, 2014 with a moratorium of 2 years and repayment in 4 half yearly equated installments thereafter. The loan is secured by first Pari-Passu charge on all the non-current assets (excluding investments) and current assets (including loans and advances) of the company and on all revenues, cash-flows, bank accounts of the company and whole of movable fixed aseets alongwith unconditional and irrevocable corporate guarantee from one of the shareholders of the Company.

d. Loan from bank of ` 10,000.00 Lakhs (Previous Year: ` Nil) carries interest rate of 11.00%, payable monthly. The loan is for a tenure of 5 years from the date of first disbursment with a moratorium of 2 years. Loan is repayable in 3 equal installments at the end of 3rd, 4th and 5th year from the date of first disbursement i.e 16 February, 2015. The loan is secured by first Pari-Passu charge on entire non-current assets and current assets of the company and on first Pari-Passu charge on all movable fixed aseets of the company.

e. Loan from bank of ` 3,000.00 Lakhs (Previous Year: ` Nil) carries interest rate of 11.00%, payable monthly. The loan is for a tenure of 5 years from the date of each disbursment with a moratorium of 2 years and repayable in 11 quarterly equal installments starting from the end of 30th month from the date of disbursement i.e. 31 March, 2015. The loan is secured by first Pari-Passu charge on entire non-current assets and current assets of the company and on first Pari-Passu charge on all movable fixed aseets of the company.

f. Loan from body corporates of ̀ 5,000 Lakhs (Previous Year: ̀ NIL) carries interest rate of IRR 12.5%. The terms of repayment is on 8 quarterly equated installment basis from the date of disbursement of loan i.e. 10 March, 2015.

g. The Company had issued 1,500 Zero Coupon unsecured redeemable non convertible Debentures amounting to ` 15,000.00 Lakhs (Previous Year: ` 15,000.00 Lakhs), having face value of ` 10 Lakhs each on a private placement basis. These Debentures are redeemable on 8th August, 2015 i.e. 1095 days from the date of issue i.e. 9 August, 2012 and has an implicit yield of 12.60% in form of redemption premium.

h. Loan from Bank of ` 15,000.00 Lakhs (Previous Year: ` 15,000.00 Lakhs) carries interest rate of 10%. The terms of repayment is repayment in full after 36 months from the drawdown date i.e. 28 March, 2014 except in case of the exercise of the Call /Put Option by either party providing 7 (Seven) days written notice to other party on option date, to repay all outstanding due (Option date is the date occurring on the expiry of 18 (Eighteen) months from the drawdown date. Unconditional and irrevocable corporate guarantee is given by one of the shareholders of the Company.

5. Deferred Tax Liability (net)

Particulars As At 31 March 2015

As At 31 March 2014

Deferred Tax Liability

Related to Fixed Assets - 407.66

Deferred Tax Asset

Other disallowances under Income Tax Act, 1961 - 407.66

Carry forward business loss / unabsorbed depreciation - -

Net deferred tax liability at the end of the year - -

Note: In the absence of virtual certainty, deferred tax assets has been recognised to the extent it can be realised against reversal of deferred tax liability on account of depreciation.

6. Other Long Term Liabilities

As At 31 March 2015

As At 31 March 2014

Lease Rent Liability 159.68 134.93

Security Deposits 39.76 39.76

199.44 174.69

35


(` in Lakhs)


7. Long Term Provisions

As At 31 March 2015

As At 31 March 2014

Provision for employee benefits (refer note 33)

Gratuity 102.27 80.06

Leave benefits 5.91 4.74

Premium Payable on Redemption of Debentures 5,004.85 2,934.16

5,113.03 3,018.96

8. Short Term Borrowings

As At 31 March 2015

As At 31 March 2014

Loans repayable on demand (secured)

From Banks (refer note a) 3,788.90 3,089.46

From Body corporates (refer note b & c) 2,950.00 -

Other Loans and advances (Unsecured)

From Banks (refer note d) 882.52 241.45

From Body corporates (refer note e) 500.00 1,500.00

8,121.42 4,830.91

Nature of security and other terms:

a. Loan from bank ` 3,788.90 Lakhs (Previous year: ` 3,089.46 Lakhs) is secured by first pari passu charge on, the entire current assets of the Company, existing and future, comprising, inter alia, stocks of raw material, work in progress, finished goods and other current assets, the entire book debts and receivables of the Company existing and future, the entire movable fixed assets of the Company, existing and future including without limitation movable plant and machinery etc. It is repayable on demand bearing interest rate at Bank's base rate + 175 bps p.a.

b. Secured Loan from body corporates ` 1,450 Lakhs (Previous Year: ` NIL) is carrying interest at the rate of 14% and is repayable after a term of One year from the date of disbursement. The Loan is secured by residual charge on all current assets.

c. Secured Loan from body corporates ` 1,500 Lakhs (Previous Year: ` NIL) is carrying interest at the rates 14% and is repayable on 31 March 2015. The Loan is secured by residual charge on all current assets. The loan has been repaid on 14 May, 2015.

d. Unsecured loan from Bank ` 882.52 Lakhs (Previous year: ` 241.45 Lakhs) is repayable within the due date of the monthly billing cycle or repayable on demand.

e. Unsecured loan from body corporates ` 500.00 Lakhs (Previous Year: ` 1,500.00 Lakhs) is carrying interest at the rate of 13% and repayable after a term of one year from the date of disbursement.

9. Trade Payables

As At31 March 2015

As At31 March 2014

Micro, Small and Medium Enterprises (refer Note 9.1) - 0.03

Others 945.20 1,362.53

945.20 1,362.56

36


(` in Lakhs)


9.1 Disclosures relating to amounts payable as at the year end together with interest paid / payable to Micro, Small and Medium Enterprises have been made in the accounts, as required under the Micro, Small and Medium Enterprises Development Act, 2006 to the extent of information available with the Company determined on the basis of intimation received from suppliers regarding their status and the required disclosure are given below:

Particulars As At 31 March 2015

As At 31 March 2014

Principal amount remaining unpaid - 0.03

Interest due thereon - -

Interest paid by the company in terms of Section 16 of Micro, Small and Medium Enterprises Development Act, 2006, along with the amount of the payment made to the suppliers beyond the appointed day during the year

- -

Interest due and payable for the year of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under Micro, Small and Medium Enterprises Development Act, 2006

- -

Interest accrued and remaining unpaid - -

Further interest remaining due and payable even in the succeeding period until such date when the interest dues as above are actually paid to the small enterprise. - -

- 0.03

10. Other Current Liabilities

As At 31 March 2015

As At 31 March 2014

Current maturities of long term borrowings (refer note 4) 22,496.61 10,551.47

Interest accrued but not due on borrowings 748.58 896.69

Interest accrued and due on borrowings 114.86 -

Others

Deposits from customers and employees 2.34 2.45

Advance from Customers 364.12 443.01

Statutory Dues Payable 320.17 563.51

Balance with Bank - Overdrawn as per Books 213.53 -

Employee Benefits Payable 385.09 118.72

Creditors for Capital Expenditure 12.60 12.60

Provision for Expenses 3,725.26 3,188.77

Other Payables 152.71 152.71

28,535.87 15,929.93

11. Short Term Provisions

As At 31 March 2015

As At 31 March 2014

Provision for employee benefits (refer note 33)

Gratuity 71.38 58.31

Leave benefits 5.25 4.33

76.63 62.64

37


(` in Lakhs)


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38


(` in Lakhs)


13. Non-current Investments

As At 31 March 2015

As At 31 March 2014

Investments in Equity Instruments (Non-trade, unquoted and at cost)In subsidiary companiesReliance Television Private Limited410,900 (Previous Year: 410,900) Equity Shares of ` 10 each fully paid up 4,010.00 4,010.00

Less: Provision for Diminution in the value of Investments 4,010.00 4,010.00 - -

Cinestar Advertising Private Limited18,558 (Previous Year: 18,558) Equity Shares of ` 10 each fully paid up 1,336.26 1,336.26

Less: Provision for Diminution in the value of Investments 1,336.26 - - 1,336.26

BIG Magic Limited50,000 (Previous Year: 50,000) Equity Shares of ` 10 each fully paid up 5.00 5.00RBN US LLC100% Ownership Interest (Previous Year: 100%) 279.70 279.70

284.70 1,620.96

Aggregate value of unquoted investments 5,630.96 5,630.96

Aggregate Provision for Diminution in the value of Investments 5,346.26 4,010.00

14. Long Term Loans and AdvancesAs At

31 March 2015As At

31 March 2014 (Unsecured and considered good unless otherwise stated)Capital Advances - 8.04Security DepositConsidered good (refer note 30) 2,193.11 2,694.81Considered doubtful 661.62 163.68

2,854.73 2,858.49Less: Provision for doubtful security deposit 661.62 163.68

2,193.11 2,694.81Loans and advances to related parties (refer note 35 & 44) 47,736.19 33,969.80Less: Provision for doubtful Loans and advances 6,000.00 6,000.00

41,736.19 27,969.80

Loans and advances to Others 2,653.68 -Other loans and advancesAdvance Tax (net of provision for tax) 1,567.03 2,225.45

Advance to Reliance Broadcast Network ESOS Trust (refer note 32) - 1,658.90Less: Provision for Diminution in the value of Shares - 246.44

- 1,412.46Prepaid Expenses 2,695.85 493.07

4,262.88 4,130.98 50,845.86 34,803.63

39


(` in Lakhs)


15. Other Non-Current AssetsAs At

31 March 2015As At

31 March 2014 Unsecured, considered good unless stated otherwiseInterest accrued on Fixed Deposits 0.47 26.32Interest accrued but not due on Loans and Advances to Related Parties 6,243.66 188.57In Fixed Deposits with original maturity of more than twelve months - 30.00Margin Deposits* 30.45 192.96

6,274.58 437.85

* Balances in margin money accounts represent fixed deposits with banks with maturity of more than twelve months.

16. Inventories (valued at lower of cost and net realizable value)As At

31 March 2015As At

31 March 2014

Events / Contents 1.75 7.67Television Programmes under Production - 15.62

1.75 23.29

17. Trade ReceivablesAs At

31 March 2015As At

31 March 2014 Unsecured, considered goodOutstanding for a period exceeding six months from the date they are due for payment 1,280.28 910.08Other Debts 7,673.19 5,654.14

8,953.47 6,564.22Unsecured, considered doubtfulOutstanding for a period exceeding six months from the date they are due for payment 1,099.83 1,173.13Other Debts - -

1,099.83 1,173.13Less: Provision for doubtful receivables 1,099.83 1,173.13

- - 8,953.47 6,564.22

18. Cash and Bank BalancesAs At

31 March 2015As At

31 March 2014 Cash and Cash EquivalentsBalances with banks:Current Accounts 1,107.75 1,759.75Fixed Deposits with original maturity of less than three months 723.39 -Cash on hand 5.18 5.66

1,836.32 1,765.41Other Bank BalancesIn Fixed Deposits with original maturity of more than three months and less than twelve months

307.26 -

Margin Deposits with maturity of less than twelve months 195.07 23.85

2,338.65 1,789.26

40


(` in Lakhs)


19. Short Term Loans and Advances

As At 31 March 2015

As At 31 March 2014

Unsecured and considered good unless otherwise stated

Security Deposit 8.96 23.81

Loans and advances to related parties (refer note 35 & 44) 1,516.90 -

Loans and advances to Others 2,346.32 -

Loans and advances to employees 67.78 52.91

Other loans and advances

Prepaid Expenses (refer note 30) 1,925.01 833.76

Advance to Vendors (refer note 30) 1,556.00 1,213.68

Claim/Other Receivables (refer note 30) 2,978.44 4,287.17

Deposits with Service Tax authorities 52.75 52.75

Cenvat Credit Receivable 705.58 785.36

7,217.78 7,172.72

Less: Provision for doubtful advances 865.65 631.31

10,292.09 6,618.13

20. Other Current Assets

As At 31 March 2015

As At 31 March 2014

Assets held for sale (refer note 43) - 34.04

Less: Provision for assets held for sale - 15.84

- 18.20

Interest accrued but not due on Loans and Advances to Related Parties 201.70 -

Interest accrued but not due on Loans and Advances to Others 40.84 -

Interest accrued on Fixed Deposits 46.81 6.32

289.35 24.52

21. Revenue from Operations

For The Year Ended

31 March 2015

For The Year Ended

31 March 2014

Revenue from Operations

Sale of Services 27,908.03 23,542.74

Other Operating Revenue

Management Fees 766.58 838.05

Excess Accruals Written Back 247.73 235.44

Sundry Credit Balances Written Back 48.95 235.42

Syndication Income 19.74 23.49

Other Revenue 18.46 18.77

Revenue from Operations 29,009.49 24,893.91

41


(` in Lakhs)


For The Year Ended

31 March 2015

For The Year Ended

31 March 2014Details of services rendered

Sale of Airtime 25,285.73 20,334.92

Television Programme Production Income 2,619.49 3,156.74

Out of Home Media Income 2.81 51.08

27,908.03 23,542.74

22. Other Income

For The Year Ended

31 March 2015

For The Year Ended

31 March 2014Interest Income on Bank Deposits 43.82 20.52

Interest Income on loans and advances 6,286.64 188.57

Interest on Income Tax Refund 126.50 25.66

Income from facility sharing 158.83 151.76

Foreign Exchange Gain (net) 43.60 57.56

Miscellaneous Income 0.11 2.79

6,659.50 446.86

23. Direct Expenses

For The Year Ended

31 March 2015

For The Year Ended

31 March 2014

Royalty 386.15 372.98

Event Expenses - 34.22

Transmission Expenses 862.23 824.61

Out of Home Media Expenses 24.41 640.75

Television Programme Production Expenses 2,535.76 3,118.30

Revenue Sharing License Fees 1,421.29 1,013.93

Other Production Expenses 1,346.03 1,182.34

6,575.87 7,187.13

24. Employee Benefit Expenses

For The Year Ended

31 March 2015

For The Year Ended

31 March 2014

Salaries, wages and bonus 5,321.60 4,272.55

Contribution to Provident and other funds 203.95 182.69

Gratuity Expense 57.38 42.93

Leave Encashment 2.09 0.09

Staff Welfare Expenses 212.28 177.95

5,797.30 4,676.21

42


(` in Lakhs)


25. Finance Costs

For The Year Ended

31 March 2015

For The Year Ended

31 March 2014

Interest 4,408.75 3,026.33

Other Borrowing Costs 264.86 76.24

4,673.61 3,102.57

26. Depreciation, amortisation and impairment expense

For The Year Ended

31 March 2015

For The Year Ended

31 March 2014

Depreciation/Impairment of tangible assets 1,334.53 2,109.91

Amortisation/impairment of intangible assets 1,832.70 2,297.27

3,167.23 4,407.18

27. Other Expenses

For The Year Ended

31 March 2015

For The Year Ended

31 March 2014

Advertisements 1,284.21 2,355.83

Sales Incentive 354.84 164.86

Bank Charges 47.63 25.00

Bad Debts - 32.28

Business Promotion 88.85 58.25

Rent, Rates and Taxes 2,414.41 2,209.09

Travelling and Conveyance 462.99 409.54

Payment to Auditor (Refer note below) 52.00 46.00

Electricity Charges 450.94 415.01

Insurance Charges 15.03 18.79

Legal and Professional Fees 648.37 727.71

Director's Sitting Fees 4.50 5.60

Loss on Sale/Disposal of Assets (net) 4.96 17.82

Communication Expenses 174.80 171.79

Printing and Stationery 45.02 40.17

Provision for Doubtful Debts (net of doubtful debts written off ` 772.50 Lakhs; Previous year: ` 968.94 Lakhs)

706.45 -

Provision for Doubtful Deposits/Advances/Others (net of doubtful advance written off ` 264.78 Lakhs; Previous year: ` Nil)

721.27 658.46

Provision for assets held for sale - 15.84

Deposits/Advances Written Off 84.08 83.01

Repairs and Maintenance

- Repairs to Machinery 239.19 294.85

- Repairs to Others 546.76 549.64

43


(` in Lakhs)


27. Other Expenses

For The Year Ended

31 March 2015

For The Year Ended

31 March 2014Security Charges 162.31 126.50

Housekeeping Charges 176.39 129.61

Computer / Internet / Intranet 209.56 249.33

Conference Expense 117.81 94.06

Other Miscellaneous Expenses 51.67 61.90

9,064.04 8,960.94

Payment to auditor (excluding service tax)

For The Year Ended

31 March 2015

For The Year Ended

31 March 2014As auditor:

Audit fee 45.00 30.00

In other capacity:

Other services (certification fees) 7.00 16.00

52.00 46.00

28. Exceptional Items

For The Year Ended

31 March 2015

For The Year Ended

31 March 2014Provision for Diminution in the value of Investments 1,336.26 4,010.00

Provision for Doubtful Loans & Advances to related parties - 6,000.00

1,336.26 10,010.00

29 Contingent Liabilities

Particulars 31 March, 2015 31 March, 2014Bank Guarantees 6,065.61 1,065.61 Claims against the company not acknowledged as debt 653.81 649.19 Disputed Service tax demand (excluding penal interest) 1,396.85 1,396.85 Disputed Income tax demand 63.45 31.66 Disputed Stamp duty 6.70 6.70 Disputed Property Tax 2,465.30 2,465.30 Disputed Sales tax 68.04 68.04

10,719.77 5,683.35

The company is a party to various legal proceedings in the normal course of business and does not expect the outcome of these proceedings to have any adverse effect on its financial conditions, results of operations or cash flows.

30 The Company is into litigations and arbitrations with various Statutory Corporations, Copyright Society and private parties for the claims made on or by the Company. These matters are subjudice and pending before various courts/ arbitrators. Pending the outcome of the said litigations and arbitrations, the Company has not made any provisions/adjustment for the Security deposits and Advances paid to them aggregating to ` 3,164.53 Lakhs. The Company is hopeful of recovering the said deposits and advances.

31 Commitment

Particulars 31 March, 2015 31 March, 2014

Estimated amount of contracts remaining to be executed on capital account not provided for (net of advances)

- 6.66

44


(` in Lakhs)


32 Employee Stock Option Scheme (ESOS)

During the period ended September 30, 2010 the Company had introduced Employee Stock Option Plan, under which it had granted 2,018,000 options under Plan A to the eligible employees of the Company on the basis of their performance and other eligibility criteria. ESOS Plans were administered through an ESOS Trust. The vesting of the Options was on the expiry of one year and so on from the date of grant as per Plan. In respect of Options granted the accounting value of Options (based on market price of the share on the date of the grant of option) was accounted as deferred employee compensation, which was amortised on a straight line basis over the vesting period. Each Option entitled the holder thereof to apply for and be allotted/transferred one Equity Share of the Company of ` 5 each upon payment of the exercise price during the exercise period. The Company had established a Trust for the implementation and management of ESOS for the benefit of its present and future employees. The Company had granted advances of ` 1,412.46 Lakhs (net of provision of ` 248.78 Lakhs) (Previous year ` 1,412.46 Lakhs (net of provision of ` 246.44 Lakhs)) and the same had been utilised by the trust for purchasing 2,017,997 (Previous year 2,017,997) equity shares upto 31 March, 2014.

The fair value of option granted estimated on the date of grant using the Black Scholes Model valued by a valuer with the following assumptions:

Particulars Plan A

Vest 1 Vest 2 Vest 3 Vest 4

Date of Grant 17-Jul-10 17-Jul-10 17-Jul-10 17-Jul-10

Prices of the Underlying Stock (`) 68.5 68.5 68.5 68.5

Continuous Risk Free Interest Rate 6.65% 6.97% 7.20% 7.39%

Exercise / Strike Price 80 80 80 80

Volatility 55.00% 55.00% 55.00% 55.00%

Time to Expiration (Years) 3.5 4.5 5.5 6.5

Expected Dividend (%) 4.00% 4.00% 4.00% 4.00%

Fair Value of Stock Option (`) 22.26 25.04 26.93 28.31

Proportion of Vest 25% 25% 25% 25%

Weightage Average Fair Value (`) 26 26 26 26

The information covering stock options granted, exercised, forfeited and outstanding at the year end is as follows:

Particulars No. of Options

Weighted Avg Exercise Price

(`)

Weighted Avg Remaining Contractual

Life (in Years)

Outstanding at the beginning of the Year - N.A. N.A.

Granted - - -

Exercised - N.A. N.A.

Lapsed/Forfeited/Surrendered - N.A. N.A.

Outstanding at the end of the Year - N.A. N.A.

Exercisable at the end of the Year - N.A. N.A.

During the previous year, Company had discontinued the Employee Stock Option Plan A as none of the options had been exercised by the employees till 31 March, 2014. The option holders had sent letters to the Company and the Trust for relinquishing/surrendering their right interest, or claim in respect of the options granted to them. In view of the same, the said scheme was discontinued and the grants made there under stand cancelled.

During the current year, the said advance of ` 1,412.46 Lakhs has been received back by the Company from ESOS Trust.

33 Employee Benefits

Defined Contribution Plan

Contribution to Defined Contribution Plan, recognised as expense for the year are as under:


Employers contribution to Provident fund and other funds 203.95 182.69

45


(` in Lakhs)


Other long term employee benefits comprises encashment of leave. The obligation for leave encashment is recognised based on actuarial valuation carried out using the Projected Unit Credit Method. Expense recognised in the Statement of Profit and Loss during the current year is ` 2.09 Lakhs (Previous Year: ` 0.09 Lakhs).

Defined Benefit Plan Gratuity The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which

recognizes each year of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The obligation for leave encashment is recognised in the same manner as gratuity. I. Reconciliation of opening and closing balances of Defined Benefit obligation


Gratuity (Unfunded)

Defined Benefit obligation at beginning of the year 138.37 139.01

Current Service Cost 27.22 27.61

Interest Cost 11.80 10.74

Actuarial (gain)/loss 18.36 4.59

Past Service Cost - -

Benefits Paid (22.11) (43.56)

Defined Benefit obligation at the end of the year 173.65 138.37

II. Reconciliation of fair value of assets and obligations


Gratuity (Unfunded)

Fair value of plan assets at the end of the year - -

Present value of obligation at the end of the year 173.65 138.37

Liability recognised in the Balance Sheet 173.65 138.37

III. Expense/(Income) recognised during the year


Gratuity

Current Service Cost 27.22 27.61

Interest Cost 11.80 10.74

Expected return on plan assets - -

Actuarial (gain) / loss 18.36 4.59

Past Service Cost - -

Expense/(Income) recognised during the Year 57.38 42.93

IV. Experience Adjustments

Particulars 31 March, 2015

31 March, 2014

31 March, 2013

31 March, 2012

31 March, 2011

Defined Benefit Obligation 173.65 138.37 139.01 146.48 122.90

Plan Assets - - - - -

Surplus / (Deficit) (173.65) (138.37) (139.01) (146.48) (122.90)

Experience Adjustments on Plan Liabilities 15.34 7.61 (25.93) (34.51) (28.14)

Experience Adjustments on Plan Assets - - - - -

46


(` in Lakhs)


V. Actuarial assumptions


Gratuity (Unfunded)

Leave Encashment (Unfunded)

Gratuity (Unfunded)

Leave Encashment (Unfunded)

Mortality Table (Indian Assured Lives Mortality) 2006-08 (Ultimate)

2006-08 (Ultimate)

2006-08 (Ultimate)

2006-08 (Ultimate)

Discount rate (per annum) 7.95% 7.95% 8.65% 8.65%

Expected rate of return on plan assets (per annum) - - - -

Rate of escalation in salary (per annum) 7% 7% 7% 7%

The estimates for rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors. The above information is certified by the actuary.

34 Disclosure of Segment Reporting under AS 17 As per Accounting Standard on Segment Reporting, Segment information has been provided in the notes to consolidated

financial statements.

35 Disclosure of Related Parties under AS 18 Holding Company Reliance Land Private Limited (w.e.f. 20 March, 2015)

Parties where control exists Subsidiary Companies and step down subsidiary companies Reliance Television Private Limited

Cinestar Advertising Private Limited

Big Magic Limited

RBN US LLC

Azalia Distribution Private Limited (formerly known as ‘BIG CBS Networks Private Limited’) (w.e.f. 21 December, 2013)

Reliance TV US LLC (w.e.f. 25 March, 2014)

Georgeville Television LLC (w.e.f. 25 March, 2014)

Azalia Broadcast Private Limited (formerly know as ‘BIG RTL Broadcast Private Limited’) (w.e.f. 12 June, 2014)

GVTV DevCo LLC (w.e.f 02 October, 2014)

Joint Venture of the Subsidiary Company Azalia Broadcast Private Limited (formerly knows as ‘BIG RTL Broadcast Private Limited’) (upto 11 June, 2014)

Azalia Distribution Private Limited (formerly known as ‘BIG CBS Networks Private Limited’) (upto 20 December, 2013)

Associate of Subsidiary Company Reliance TV US LLC (upto 24 March, 2014)

Other related parties with whom transactions have taken place during the year

Significant Shareholders, Key Management Personnel and their relatives

Relationship Name of the Related party Remarks

Key Managerial Personnel Tarun Katial Chief Executive Officer

Key Managerial Personnel Gururaja Rao Company Secretary and Manager (upto 21 July, 2014)

Key Managerial Personnel Shikha Kapadia Company Secretary (w.e.f. 22 August, 2014)

Key Managerial Personnel Asheesh Chatterjee Chief Financial Officer

Relative of Key Managerial Personnel:

Spouse of Gururaja Rao Mrs. Akshata Rao (upto 21 July, 2014)

47


(` in Lakhs)


Transactions with Related Parties

Particulars 31 March 2015 31 March 2014

Subsidiary Company

Reliance Television Private Limited

Loan Given

Opening Balance *2968.46 5,971.23

Given during the year 3,510.10 6,376.23

Received back during the year 4,060.34 3,379.00

Provision for doubtful loans - 6,000.00

Closing Balance *2418.22 *2968.46

* Net of Provision

Interest Income 689.50 -

Management Fees - 6.27

Professional Fees Paid 3.30 107.54

Reimbursement of Expenses Paid 0.59 13.46

Closing Balance

Investment in equity shares (net of provision of ` 4,010.00 Lakhs (Previous year Provision ` 4,010.00 Lakhs)

- -

Sundry Debtors - 6.68

Interest receivable 689.50 -

Sundry Creditors 0.90 -

Cinestar Advertising Private Limited

Loan given

Opening Balance 3,560.30 2,398.49


Received back during the year 220.00 553.00

Closing Balance 7,355.30 3,560.30

Interest Income 840.82 -

Reimbursement of Expenses Received 15.73 -

Provision for diminution in the value of investment 1,336.26 -

Closing Balance

Investment in equity shares(net of provision of `1,336.26 Lakhs (Previous year Provision: ` Nil))

- 1,336.26

Interest receivable 840.82 -

Other receivable 17.68 -

Big Magic Limited

Loan Given

Opening Balance 20,681.98 9,929.21


48


(` in Lakhs)



Received back during the year 2,344.00 771.80

Closing Balance 32,689.06 20,681.98

Sale of Airtime 2,739.36 989.66

Income from Television Programme Production 890.71 1,205.20

Syndication Income - 23.49

Management Fees 613.49 234.07

Interest Income 4,530.13 -


Advertisement Expenses 18.02 938.90

Reimbursement of Expenses Paid 4.62 76.67

Closing Balance

Investment in equity shares 5.00 5.00

Sundry Debtors 842.43 -

Interest receivable 4,530.13 -

RBN US LLC

Loan Given

Opening Balance 759.06 469.38

Given during the year (includes foreign exchange gain on revaluation) 31.46 289.68

Received back during the year - -

Closing Balance 790.52 759.06

Interest Income 185.35 188.57

Closing Balance

Investment in equity shares 279.70 279.70

Interest receivable 384.90 188.57

Step Down Subsidiary Company

Azalia Distribution Private Limited

Sale of Airtime - 2.32

Out of Home Media Income - 1.12


Azalia Broadcast Private Limited


Closing Balance

Other receivables 0.61 -

Joint Venture of Subsidiary Company

Azalia Distribution Private Limited


Income from Television Programme Production - 12.00

49


(` in Lakhs)




Advertisement Expenses - 1.20

Reimbursement of Expenses Received - 0.35

Azalia Broadcast Private Limited



Reimbursement of Expenses Received - 0.05

Closing Balance

Sundry Debtors - 66.35

Key Managerial Personnel

Remuneration to Tarun Katial 476.74 181.00

Remuneration to Asheesh Chatterjee 116.23 92.05

Remuneration to Gururaja Rao (upto 21 July, 2014) 22.58 58.85

Remuneration to Shikha Kapadia (w.e.f. 22 August, 2014) 12.88 -

Receiving of Car Hire Services from Relative of Key Managerial Personnel

Mrs. Akshata Rao (upto 21 July, 2014) 0.55 1.80

36 Lease disclosure under AS 19 The Company has taken various office premises, towers and other licenses on cancelable operating lease, where the lease

agreements are normally renewed on expiry. The company is obligated under non-cancellable leases primarily for equipments taken for out of home division, which are

renewable thereafter as per the term of the respective agreements. The future minimum lease payments in respect of non-cancellable operating lease are as follows:

Particulars Minimum Lease Payments

31 March, 2015 31 March, 2014

Amounts due within one year from the balance sheet date 375.76 572.27

Amounts due in the period between one year and five years 72.42 405.10

Amounts due after five years - -

448.18 977.37

The Lease rentals recognised in the statement of profit and loss is amounting to ` 2,326.70 Lakhs (Previous year ` 2,547.30 Lakhs).

37 Earnings Per Share (‘EPS’)


Net profit/(loss) available for equity shareholders 5,054.68 (13,003.26)

Weighted average number of equity shares outstanding during the year 79,451,170 79,451,170

Basic/ Diluted Earnings Per Share 6.36 (16.37)

Nominal value per share 5 5

50


(` in Lakhs)


38 Loans and advances in the nature of loans given to Subsidiaries:

Loans and advances in the nature of loans:

Name of the Company Particulars 31 March, 2015 31 March, 2014 Maximum Balance during the year

Reliance Television Private Limited Subsidiary * 2,418.22 * 2,968.46 4,942.46

Cinestar Advertising Private Limited Subsidiary 7,355.30 3,560.30 7,575.30

Big Magic Limited Subsidiary 32,689.06 20,681.98 32,689.06

RBN US LLC Subsidiary 790.52 759.06 790.52

(a) Loans and advances shown above, to subsidiaries fall under the category of unsecured loans and advances, repayable after four years from the date of signing of the term sheet and supplemental term sheets i.e. 30 May, 2011, 1 October, 2012, 1 April, 2013, 1 January, 2014, 1 October, 2014 and 1 March, 2015 respectively or the date of disbursement of loan whichever is later.

(b) Loans to employees as per Company’s policy are not considered.

(c) The above loans given to Companies are for “General Business Purpose”.

* - net of provision of ` 6,000.00 Lakhs made against doubtful loans and advances.

39. Expenditure in foreign currency (Payment Basis)


Travelling 8.29 6.26

Repairs and Maintenance 74.77 159.08

Others 9.30 10.27

92.36 175.61

40 Foreign currency exposures (other than investments) not covered by forward contractsParticulars 31 March, 2015 31 March, 2014

Currency Foreign Currency Amount

Amount - Indian Rupees



Loans and Other receivables USD 18.78 1,175.42 USD 15.75 947.63

Trade and other payables USD 0.84 50.85 - - -

41 Termination of Joint Venture Agreement with Co-venturer The Company has investments in equity and loans and advances into its wholly owned subsidiary Cinestar Advertising Private

Limited (‘CAPL’). CAPL has further investments in a step down entity viz. Azalia Broadcast Private Limited (‘Azalia Broadcast’) (formerly known as ‘Big RTL Broadcast Private Limited’), which was earlier a Joint Venture entity. During the current year, the joint venture agreement was mutually terminated and Big Magic Limited (‘BML’) (a wholly owned subsidiary of the Company) acquired the remaining 50% stake of the co-venturer on 12 June, 2014. Consequent upon this acquisition Azalia Broadcast has become a subsidiary of the Company on and from the said date.

The Company has investments in equity and loans and advances in its wholly owned subsidiary Reliance Television Private Limited (‘RTPL’). RTPL has further investments in a step down entity viz. Azalia Distribution Private Limited (formerly known as ‘Big CBS Networks Private Limited’), which was earlier a Joint Venture entity. During the previous year, the joint venture agreement was mutually terminated and RTPL acquired the remaining 50% stake of the co-venturer on 20 December, 2013. Consequent upon this acquisition Azalia became a wholly owned subsidiary of RTPL on and from the said date.

42 Incorporation of wholly owned subsidiary RBN US LLC was incorporated as a wholly owned subsidiary of the Company on 18 June, 2012. Reliance TV US LLC was

incorporated as a subsidiary of RBN US LLC with 65% holding on 18 June, 2012. Reliance TV US LLC had acquired 81% of Georgeville Television LLC on 24 August, 2012. Subsequently 19% of holding in Reliance TV US LLC was sold by RBN US LLC on 29 March, 2013. During the previous year 19% holding in Reliance TV US LLC was reaquired by RBN US LLC on 25 March, 2014.

51


(` in Lakhs)


43 Asset held for sale During the previous years, the company had obtained ownership of two flats from customers as a consideration against

outstanding receivables and had been held for sale by the Company. During the current year, these flats have been sold by the Company.

44 Details of loans given, Investment made and guarantees given covered under section 186(4) of The Companies Act, 2013.

Name of the Company 31 March 2015

31 March 2014

Purpose

Reliance Television Private Limited 2,418.22 2,968.46 Refer note (a)

Cinestar Advertising Private Limited 7,355.30 3,560.30 Refer note (a)

Big Magic Limited 32,689.06 20,681.98 Refer note (a)

RBN US LLC 790.52 759.06 Refer note (a)

Reliance Big Entertainment Pvt Ltd 5,000.00 - Refer note (a)

a) The above loans given to Companies are for “General Business Purpose”. Refer note no. 35 & 38 for the loans given during the year to subsidiary Companies.

45 The Company has Equity investments, debtors, loans and advances including interest accrued on loans aggregating to ` 38,066.62 Lakhs as on 31 March, 2015 in Big Magic Limited, wholly owned major subsidiary of the Company. This subsidiary continues to incur losses and show negative net worth as on 31 March, 2015. An external valuation report obtained by the management covers the carrying value of such equity investments, debtors, loans and advances including interest accrued on loans and having regard to financial support from the promoter of the company to the above subsidiary, no provision for diminution/ recoverability is considered necessary by the Company. The valuation as aforesaid is dependent on the achievement of the projections as regards operating performance by this subsidiary.

46 The Company’s net worth is positive but substantially eroded. The Company continues to get financial support from the holding Company and has also been assured of such assistance in future. In view of the fact that the holding Company has also incurred losses, the going concern assumption for the Company is dependent on the ability of the holding Company to raise adequate funds. As the management of the holding Company is hopeful of being able to raise necessary funds, the Company has prepared its accounts on going concern basis.

47 Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification/ disclosure.




52


Independent Auditors’ Report on Consolidated Financial Statements

TO THE MEMBERS OFRELIANCE BROADCAST NETWORK LIMITED Report on the Consolidated Financial StatementsWe have audited the accompanying consolidated financial statements of RELIANCE BROADCAST NETWORK LIMITED (the “Company”) and its subsidiaries (the Company together with its subsidiaries constitute “the Group”), which comprise the Consolidated Balance Sheet as at 31st March, 2015, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. (hereinafter referred to as “the consolidated financial statements”).

Management’s Responsibility for the Consolidated Financial Statements The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group 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. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, 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, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

Auditors’ ResponsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the 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 thereunder.

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 consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Holding Company has an adequate internal financial controls system over financial reporting in place and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditor in terms of their reports referred to in sub-paragraph (b) of the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated 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, of the consolidated state of affairs of the Group and its associate as at 31st March, 2015, and their consolidated loss and their consolidated cash flows for the year ended on that date.

Emphasis of MatterWe draw attention to following notes to the financial statements:

a) Note no. 28 which describes the uncertainty about the realisability of certain deposits and advances which are outstanding for a long period, as the matter is into litigations/ arbitrations. Pending outcome of such litigations/ arbitrations, the Company has not made any provision/ adjustment for said deposits and advances in the accounts.

b) Note no. 45 the Group’s net worth is fully eroded, indicating the existence of uncertainty that may cast doubt about the Company’s ability to continue as a going concern. Considering the matters set out in the said note, this financial statement is prepared on a going concern basis.

Our opinion is not modified in respect of these matters.

Other Mattera) The financial statements of a subsidiary for the year ended 31st March, 2015 have been audited by us. The consolidated

financial statements include total assets of ` 12,427.94 lakh as at 31st March, 2015, total revenues of ` 4,106.74 lakh and net cash inflows aggregating ` 25.26 lakh for the year ended on that date in respect of the aforementioned subsidiary.

53


b) We did not audit the financial statements and other financial information of five subsidiaries. The consolidated financial statements includes total assets of ` 8,421.14 lakh as on 31st March, 2015 and total Revenue of ` 829.20 lakh and net cash outflows aggregating ` 990.32 lakh for the year ended on that date in respect of aforementioned subsidiaries.These financial statements and related other financial information have been audited by other auditors and where applicable, their conversion based on accounting principles generally accepted in India have been reported upon by other accountants whose report have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the reports of the other auditors/ accountants.

Our report is not modified in respect of this matter.Report on Other Legal and Regulatory Requirements1. 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 Act, based on the comments in the auditors’ reports of the Holding company and subsidiary companies incorporated in India, 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, to the extent applicable, 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 of the aforesaid consolidated financial statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditor.

(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

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

(e) The matter described under the Emphasis of Matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Group.

(f) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2015 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies incorporated in India, none of the directors of the Group companies incorporated in India is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) The Group has disclosed the impact of pending litigations on the consolidated financial position of the Group in its consolidated financial statements as referred to in Note 27 to the consolidated financial statements.

ii) The Group did not have any material foreseeable losses on long-term contracts including derivative contracts.

iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company and subsidiary companies.

For Chaturvedi & ShahChartered AccountantsFirm Registration No. 101720W

Parag D. MehtaPartnerMembership No. 113904Place: MumbaiDate: 28th August, 2015

Independent Auditors’ Report on Consolidated Financial Statements

54


ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Our reporting on the Order includes four subsidiary companies to which the Order is applicable, which have been audited by us / other auditor and our report in respect of these companies is based solely on the reports of other auditors, to the extent considered applicable for reporting under the Order in case of consolidated financial statement.

(i) In respect of the fixed assets of the Holding Company and three subsidiary companies incorporated in India:

(a) The respective companies have maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Holding Company incorporated in India has a program of verification of fixed assets to cover all the items in a phased manner over a period of three years. Two subsidiary companies incorporated in India have a program of verification of fixed assets to cover all the items annually. The fixed assets of the other subsidiary company have been physically verified by the management at reasonable intervals. In our opinion and the opinion of other auditors, this periodicity of physical verification is reasonable having regard to the size of the respective companies and the nature of their assets. Pursuant to the program, fixed assets were physically verified by the management of the respective companies during the year. According to the information and explanations given to us and the other auditor, no material discrepancies were noticed on such verification.

The other subsidiary incorporated in India does not hold any fixed assets, thus paragraph 3(i) of the order is not applicable.

(ii) In respect of the inventories of the Holding Company and two subsidiary companies incorporated in India:

(a) The holding company’s inventory consists of unamortized cost of content. Inventory of other two subsidiaries consists of unamortized cost of programme and movie rights. Therefore, the provisions of paragraph 3[ii (a) and (b)] of the said order are not applicable to the company.

(b) In our opinion and opinion of other auditors and according to the information and explanations given to us and other auditors the respective companies have maintained proper records of their inventories and no material discrepancies were noticed on such verification.

The other subsidiary company incorporated in India do not hold any inventories, thus paragraph 3(ii) of the order is not applicable.

(iii) According to the information and explanation given to us and the other auditor, the Holding Company and subsidiary companies incorporated in India have 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, 2013 by the respective companies.

(iv) In our opinion and the opinion of other auditor and according to the information and explanations given to us and other auditors, there is an adequate internal control system in the Holding Company and subsidiary companies incorporated in India, commensurate with the size of the respective Companies and the nature of their business for purchase of fixed assets and inventory and for the sale of goods and services and during the course of our and the other auditors audit no continuing failure to correct major weaknesses in such internal control system has been observed.

(v) According to information and explanations given to us and the other auditor, the Holding Company and subsidiary companies incorporated in India, has not accepted any deposit during the year.

(vi) According to information and explanations given to us and the other auditor, with respect to the Holding Company and subsidiary companies incorporated in India, maintenance of cost records has not been prescribed for the companies by the Central Government under clause sub section (1) of section 148 of the Companies Act, 2013.

(vii) According to the information and explanations given to us and to other auditor, in respect of statutory dues of the Holding Company and subsidiary companies incorporated in India:

(a) The Holding Company and Subsidiary Companies have been generally regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, sales-tax, wealth tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues as applicable to respective companies with the appropriate authorities except in respect of income tax (tax deducted at source), profession tax and service tax, the delays ranged from one day to one hundred and twelve days.

In case of Holding Company and two subsidiary companies incorporated in India, there were no undisputed amounts payable in respect of sales tax, wealth tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues in arrears as at March 31, 2015 for a period of more than six months from the date they became payable except in respect of provident fund ` 0.68 lakh, profession tax of ` 0.61 lakh.

Annexure to the Independent Auditors’ Report on the Consolidated Financial Statements

55


(b) According to the information and explanations given to us and other auditors, in Holding company and subsidiaries incorporated in India, there are no dues of income tax, service tax, sales tax, wealth tax, duty of customs, duty of excise, value added tax, and cess which have not been deposited on account of any dispute other than the following:

Name of statute Nature of the dues Period to which the amount relates

Forum where dispute is pending

Amount (` in lakhs)

Central Excise Act, 1944 Service Tax 2006-07 and 2007-08 Commissioner, Service Tax, Mumbai

1,344.10

The Jammu & Kashmir General Sales Tax Act, 1962

General Sales Tax 2007-08 and 2008-09 High Court of Jammu & Kashmir, Jammu

68.04

Income Tax Act, 1961 Tax deducted at source 2007-08 to 2015-16 Commissioner of Income Tax

75.92

Indian Stamp Act Stamp duty 2007-08 Deputy Commissioner, Stamp duty, Aligarh

6.70

Delhi Municipal Corporation Act

Property Tax 2004-05 to 2013-14 Deputy Assessor and collector, Delhi

2,465.30

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Holding Company and the subsidiaries incorporated in India in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under.

(viii) The consolidated accumulated losses of the Group at the end of the financial year are more than fifty percent of the consolidated net worth and the Group have incurred cash losses on a consolidated basis during the financial year covered by our audit and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Holding Company has not defaulted in the repayment of dues to any financial institutions or banks and debenture holders.

The subsidiary companies incorporated in India have not borrowed money from any financial institutions or banks or through issue of debentures; thus, paragraph 3(ix) of this order does not apply to these companies.

(x) According to the information and explanations given to us and to other auditors, the Holding Company and subsidiary companies incorporated in India have not given guarantees for loans taken by others from banks and financial institutions.

(xi) In our opinion and according to the information and explanations given to us the term loans have been applied by the Holding Company during the year for the purposes for which they were obtained. The subsidiary companies incorporated in India have not accepted any term loans during the year.

(xii) To the best of our knowledge and according to the information and explanations given to us and the other auditor, no fraud by the Holding Company and its subsidiary companies incorporated in India and no material fraud on the Holding Company and its subsidiary companies has been noticed or reported during the year.

For Chaturvedi & ShahChartered AccountantsFirm Registration No. 101720W

Parag D. MehtaPartnerMembership No. 113904


Annexure to the Independent Auditors’ Report on the Consolidated Financial Statements

56


Consolidated Balance Sheet as at 31 March 2015

Particulars Notes As At31 March 2015

As At31 March 2014

EQUITY AND LIABILITIESShareholder's FundsShare Capital 2 3,972.56 3,972.56Reserves and Surplus 3 (36,887.25) (17,900.41)

(32,914.69) (13,927.85)

Non-Current LiabilitiesLong-term borrowings 4 39,153.68 35,150.29Other Long term liabilities 5 217.74 195.29Long-term provisions 6 5,132.94 3,035.86

44,504.36 38,381.44Current LiabilitiesShort-term borrowings 7 8,121.42 6,056.95 Trade payables 8 3,658.03 3,008.21 Other current liabilities 9 34,112.87 18,791.87Short-term provisions 10 86.75 71.65

45,979.07 27,928.68Total 57,568.74 52,382.27

ASSETSNon-current assetsFixed assetsTangible assets 11 4,597.06 5,879.99Intangible assets 11 3,297.78 5,150.05

Goodwill on consolidation 1,173.03 2,509.63

Non-current investments 12 3,000.00 -Long term loans and advances 13 9,926.97 9,205.13Other non-current assets 14 30.92 249.28

22,025.76 22,994.08Current assetsInventories 15 5,973.82 3,411.27Trade receivables 16 9,655.61 8,020.37Cash and bank balances 17 3,171.67 1,947.34Short-term loans and advances 18 16,641.26 12,757.12Other current assets 19 100.62 3,252.09

35,542.98 29,388.19Total 57,568.74 52,382.27





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Statement of Consolidated Profit and Loss for the year ended 31 March 2015

Particulars Notes For The Year Ended31 March 2015


Income

I. Revenue from operations 20 29,505.19 24,935.80

II. Other Income 21 610.41 446.09

III. Total Revenue (I+II) 30,115.60 25,381.89

IV. Expenses

i. Direct Expenses 22 13,900.24 12,477.32

ii. Employee benefit expense 23 7,586.06 5,913.06

iii. Finance costs 24 4,748.94 3,116.26

iv. Depreciation, amortization and impairment expense 25 4,302.49 4,626.18

v. Other expenses 26 14,033.95 11,803.07

V. Total Expenses 44,571.68 37,935.89

(Loss) before tax (14,456.08) (12,554.00)

VI. Tax expense

Current tax 11.07 0.48

(Excess) provision for tax relating to prior years (0.06) -

(Loss) for the year before Minority Interest and losses of associate (14,467.09) (12,554.48)

Minority Interest - 0.19

(Loss) for the year after Minority Interest and losses of associate (14,467.09) (12,554.67)

Earning per equity share [Nominal Value of Share ` 5 ]

Basic (In `) 35 (18.21) (15.80)

Diluted (In `) 35 (18.21) (15.80)


(` in Lakhs)

58


Consolidated Cash Flow Statement for the year ended 31 March 2015



CASH FLOW FROM OPERATING ACTIVITIESNet profit / (loss) before taxes (14,456.08) (12,554.00)Adjustments for:Interest Income (433.80) (278.68)Interest Expense 4,748.94 3,116.26Depreciation, amortisation and impairment 4,302.49 4,626.18Provision for Doubtful debts 947.07 33.20Bad Debts 19.00 51.28Advances / Deposits Written Off 84.08 83.01Provision for assets held for sale - 15.84Provision for Doubtful Deposits/Advances 728.80 658.46Provision for Obsolete Stock 29.19 -Foreign Exchange Loss (net) (17.67) 30.52Foreign Currency Translation Reserve - -Excess Accruals Written Back 247.73 236.10Sundry Credit Balance Written Back 48.95 240.50(Profit) / Loss on sale of fixed assets (net) 4.96 59.16Operating profit/ (loss) before working capital changes (3,746.34) (3,682.17)

(Increase)/ Decrease in Inventories (2,289.60) (227.92)(Increase)/ Decrease in Loans and Advances (4,909.62) (3,742.70)(Increase)/ Decrease in Debtors (2,625.92) 317.59Increase/(Decrease) in Current Liabilities and Provisions 1,349.70 (2,424.51)Cash generated from operations (12,221.78) (9,759.71)

Taxes Paid 700.69 (237.80)Net cash generated from / (used in) operating activities (A) (11,521.09) (9,997.51)CASH FLOWS FROM INVESTING ACTIVITIESPurchase of fixed assets (227.76) (177.11)Sale Proceeds from Fixed Assets - 6.70Purchase of Investments (3,415.17) (7.10)Interest Income 446.99 252.19Net cash generated from / (used in)investing activities (B) (3,195.94) 74.68CASH FLOWS FROM FINANCING ACTIVITIESNet Increase/(Decrease) in Short Term Borrowings 2,064.47 (142.05)Proceeds from Long Term Borrowings 26,500.00 15,000.00Repayment of Long Term Borrowings (551.47) (479.79)Redemption of debentures (10,000.00) -Interest Paid (2,760.43) (3,154.29)Net cash generated from / (used in) financing activities (C) 15,252.57 11,223.87Net increase/(decrease) in cash and cash equivalents (A + B + C) 535.54 1,301.04Cash and cash equivalents at beginning of the year 1,923.49 596.14Cash and cash equivalents received on acquisition of stake in subsidiary 220.53 26.31Cash and cash equivalents transferred on de-merger (Refer Note 46) (10.22) -Cash and cash equivalents at end of the year 2,669.34 1,923.49

Note: Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.




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Notes to the consolidated financial statements for the year ended 31 March 2015

1. Summary of significant accounting policies

i Basis of preparation

These financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting and in accordance with the Accounting Standards (‘AS’) as prescribed under the Companies (Accounting Standards) Rules, 2006, which continue to apply as per Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

These consolidated financial statements relate to Reliance Broadcast Network Ltd. (‘the Company / Parent Company’), its subsidiary companies, associates and joint ventures. The Company along with its subsidiaries, associates and joint ventures constitute ‘the Group’.

The financial statements of the subsidiaries, associates and joint ventures used in the consolidation are for the same reporting period as the Company i.e. year ended 31 March, 2015.

ii Principles of consolidation

The consolidated financial statements are prepared in accordance with AS 21 - ‘Consolidated Financial Statements’, AS 23 - ‘Accounting for Investments in Associates in Consolidated Financial Statements’ and AS 27 - ‘Financial Reporting of Interest in Joint Ventures’.

The consolidated financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented, to the extent possible, in the same manner as a Parent company’s separate financial statements.

The consolidated financial statements have been consolidated on the following basis:

Subsidiaries

The excess of cost to the Group of its investment in subsidiaries over its portion of equity in the subsidiaries at the respective dates on which investments in such subsidiaries was made is recognised in the financial statements as goodwill and any excess of assets over the investment of the Group in a subsidiary is transferred to Capital Reserve. The Group’s portion of equity in the subsidiaries is determined on the basis of the book value of assets and liabilities as per the financial statements of the subsidiaries as on the date of the investment.

The financial statements of the Parent company and its subsidiaries have been consolidated on a line by line basis by adding together the book value of like items of assets, liabilities, income and expenses, after fully eliminating intra group balances and intra group transactions and unrealised profits / losses. The amounts shown in respect of reserves/accumulated losses comprise the reserve/accumulated losses as per the balance sheet of the Parent Company and its share in the post-acquisition increase/decrease in the relevant reserve/accumulated losses of the subsidiaries.

The amount of Goodwill and Capital Reserve are presented on a net basis for each subsidiary.

Associates

Where the Company directly or indirectly through subsidiaries holds 20% or more of equity shares, investments in associates are accounted for using equity method in accordance with Accounting Standard (“AS”) 23 “Accounting for Investments in Associates in Consolidated Financial Statements” as referred to in the Accounting Standard Rules. The Company accounts for its share in the change in the net assets of the associates, post acquisition, after eliminating unrealised profits and losses resulting from transactions between the Company and its associates to the extent of its share, through its Statement of Profit and Loss, to the extent such change is attributable to the associates’ Statement of Profit and Loss, based on available information. The difference between the cost of investment in the associates and the share of net assets, at the time of acquisition of shares in the associates, is identified in the financial statements as Goodwill or Capital Reserve, as the case may be.

Joint venture entities Interest in joint venture is accounted by using the proportionate consolidated method. The list of subsidiaries considered in these consolidated financial statements with percentage holding is summarized below:

Name of Subsidiary Country ofIncorporation

Ownership Interest31 March 2015


Reliance Television Private Limited India 100% 100%

Cinestar Advertising Private Limited India 100% 100%

BIG Magic Limited India 100% 100%

RBN US LLC (w.e.f. 18 June, 2012) United States of America 100% 100%

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The list of step-down subsidiaries considered in these financial statements with percentage shareholding is summarised below:

Name of Step-down Subsidiary Country ofIncorporation



Azalia Distribution Private Limited* India 100% 100%Azalia Broadcast Private Limited (Formerly known as Big RTL Broadcast Private Limited)**

India 100% Nil

Reliance TV US LLC (w.e.f. 25 March 2014)***

United States of America 65% 65%

Georgeville Television LLC (w.e.f. 25 March 2014)

United States of America 81% 81%

GVTV DevCo LLC (w.e.f. 2 October, 2014)

United States of America 100% Nil

* Pursuant to Joint Venture Termination Agreement and Share Purchase Agreement entered in to between Reliance Television Private Limited and CBS Studios Inc, Reliance Television Private Limited acquired 50% stake of CBS studios Inc. in Azalia Distribution Private Limited w.e.f 20 December 2013. As a result, Azalia Distribution Private Limited had become the wholly owned subsidiary of Reliance Telelvision Private Limited.

**Pursuant to the termination of Joint venture agreement and Share sale & settlement agreement entered in to between RTL Group SA, RTL Group Beheer BV, Reliance Television Private Ltd, Cinestar Advertising Private Limited, BIG RTL Broadcast Private Limited, Reliance Broadcast Network Limited, BIG Magic Limited, and FremantleMedia Limited, BIG Magic Limited acquired 50% stake of RTL Group Beheer BV w.e.f. 11 June, 2014. As a result, Azalia Broadcast Private Limited has become the wholly owned subsidary of Reliance Broadcast Network Limited.

*** RBN US LLC’s stake in share capital of Reliance TV US LLC was 65 per cent up to 28 March, 2013 (“Step down Subsidiary Company”). These investments were made by the Subsidiary Company for a short term purpose with an intention to partly sell these investments in the near future. On 28 March, 2013, RBN US LLC had sold its 19% stake in Reliance TV US LLC. Therefore, Reliance TV US LLC was considered as an associate company, for the purpose of consolidated financial statements of the RBN US LLC in the earlier year. During the current year, RBN US LLC has reacquired 19% stake in Reliance TV US LLC on 25 March, 2014. As a result, Reliance TV US LLC and its step down subsidiary Georgeville Television Private Limited became the subsidiary of RBN US LLC w.e.f. 25 March, 2014.

The list of joint venture entities of subsidiary companies considered in these financial statements with percentage shareholding is summarised below:

Name of Joint Venture Country of Incorporation

Ownership Interest 31 March 2015


Azalia Broadcast Private Limited( Formerly know as BIG RTL Broadcast Private Limited)*

India Nil 50%

Azalia Distribution Private Limited ** India Nil Nil *Ceased to be Joint Venture w.e.f. 12 June, 2014 ** Ceased to be Joint Venture w.e.f. 20 December, 2013

The associate of subsidiary company considered in these financial statements with percentage shareholding is summarised below:

Name of the associate Country of Incorporation



Reliance TV US LLC * United States of America Nil 46% * * - Upto 24 March, 2014

iii Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles (‘GAAP’) in India requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent liabilities on the date of the financial statements. Actual results could differ from those estimates. Any revision to accounting estimates is recognised prospectively in current and future periods.

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iv Goodwill on Consolidation

The excess of cost to the Parent company of its investments over its portion of equity in the subsidiaries/joint venture, as at the date on which the investment was made, is recognized as goodwill in the consolidated financial statements. The Parent Company’s portion of equity in the subsidiaries/joint venture is determined on the basis of the book value of assets and liabilities as per the financial statements of the subsidiaries as on the date of investment.

Goodwill is reviewed for a decline other than temporary in its carrying value, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Group assesses the recoverability of goodwill by reference to the valuation methodology adopted by it on the acquisition date, which include strategic and synergic factors that were expected to enhance the enterprise value. Accordingly, the Group would consider that there exists a decline other than temporary in the carrying value of goodwill when, in conjunction with its valuation methodology, its expectations with respect to the underlying acquisitions it has made deteriorates with adverse market conditions.

v Fixed assets and depreciation/ amortisation a. Tangible assets

Tangible fixed assets are stated at cost less accumulated depreciation and any provision for impairment. Cost includes freight, duties, taxes (other than those recoverable from tax authorities) and other expenses related directly/indirectly to the acquisition/ construction and installation of the fixed assets for bringing the asset to its working condition for its intended use.

Depreciation on fixed assets is provided on the straight line method over the usefull life of assets as prescribed in Schedule II of the The Companies Act, 2013.

Leasehold improvements are depreciated over the lower of the useful life of the asset and the lease term, on a straight line basis.

Bus Queue Shelters under BOT Schemes are depreciated over the useful life being the contract period on uniform basis.

Individual assets costing up to ` 0.05 Lakhs are depreciated fully in the year of acquisition. b. Intangible assets

Intangible assets, all of which have been acquired and are controlled through custody or legal rights, are capitalised at cost, where they can be reliably measured. Where capitalised, intangible assets are regarded as having a limited useful economic life and the cost is amortised over the lower of useful life and 10 years.

Application software purchased, which is not an integral part of the related hardware, is shown as intangible assets and amortised on a straight line basis over its useful life, not exceeding ten years, as determined by management.

One Time Entry Fees paid for acquiring FM radio broadcasting licenses has been capitalised as an asset and is amortised over a period of ten years, being the period of the license, from the date of operationalisation of the station.

Purchased goodwill is recognised on the basis of excess of purchase consideration paid over the value of the assets acquired at the time of acquisition and is amortised over its estimated useful life not exceeding five years.

vi Impairment

In accordance with AS 28 – ‘Impairment of Assets’, where there is an indication of impairment of the Company’s assets, the carrying amounts of the Company’s assets are reviewed at each balance sheet date to determine whether there is any impairment. The recoverable amount of the asset (or where applicable, that of the cash generating unit to which the asset belongs) is estimated as the higher of its net selling price and its value in use. An impairment loss is recognised whenever the carrying amount of an asset or a cash generating unit exceeds its recoverable amount. Impairment loss is recognised in the statement of profit and loss.

Value in use is present value of estimated future cash flows expected to arise from the continuing use of the asset and from its disposal at the end of its useful life.

vii Investments

Investments are classified as long term or current based on intention of the management at the time of purchase. Current investments are valued, scrip wise, at cost or fair value, whichever is lower.

Long-term investments are carried at carrying cost less diminution in value which is other than temporary, determined separately for each individual investment.

viii Inventories

Inventories comprise of Events, contents, television programs (purchased or produced in house), music, movies and merchandise.

Inventories are stated at lower of cost or net realisable value. Where the realizable value on the basis of its estimated useful economic life is less than its carrying amount, the difference is charged to statement of profit and loss.

Cost of Event / Content which does not create any rights are charged to the statement of profit and loss on exploitation.

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Event / Content cost covers the cost of acquisition/ execution of the award, function / concerts, cost of content sports events, video albums etc.

Television programs under production are stated at cost. Cost of television programs comprises of material, cost of services and other expenses incurred upto the date of Balance sheet.

Pilot episodes are stated at cost. Pilots are written off after the end of one year from the year of production of respective pilot in case the same is not developed into a serial.

Amortisation Policy: A) Event / Content Cost In case rights are available in perpetuity,

Costs of Annual Award/Concerts are amortised at 80% in the year of event execution and 20% in the subsequent year. Costs of Other Content are amortised at 60% in the year of commercial exploitation and 40% over the subsequent two years equally.

B) Television Programs (purchased or produced in house), music, movies and merchandise

a) Cost of television programs, music and movies are amortised over the licensed period where the number of runs are unlimited. Where the runs are limited, the cost is amortised over the licensed period or on run basis whichever is maximum on the value of content burnt.

b) Cost of Programs acquired or produced for multiple channels are allocated based on management estimate of the revenue potential of the said program on respective channels. Cost of television Programs acquired or produced in house, content being with the Company for perpetuity are amortized over three financial years from the date of telecast as per management estimates of future revenue potential. Program amortization commences from the date of telecast of the said program on the respective channel or within twelve months from the date of acquisition or production whichever is earlier. The Company evaluates the realisable value and/ or revenue potential of inventory on an annual basis and appropriate written down is made in cases where accelerated written down is warranted.

c) Cost of news, events and current affairs programs are amortized in the year of telecast.

d) Merchandise is charged off to the statement of profit and loss as and when the gifts are distributed to the winners.

ix Share / Debenture Issue Expenses

Share / debenture issue expenses are adjusted against securities premium account.

x Miscellaneous expenditure and preoperative/preliminary expenses

Expense relating to incorporation of the company and preoperative/preliminary expenses are charged off to the statement of profit and loss in the year in which such expenses are incurred.

xi Employee benefits

Short-term employee benefits are recognised as an expense at the undiscounted amount in the statement of profit and loss of the year in which the related service is rendered.

The Company’s contribution to provident fund, which is a defined contribution scheme, is charged to the statement of profit and loss as incurred.

Post employment and other long term employee benefits are recognised as an expense in the statement of profit and loss for the year in which the employee has rendered services.

The expense is recognised at the present value of the amount payable determined using actuarial valuation carried out by an independent actuary at the balance sheet date using Projected Unit Credit Method.

xii Employee Stock Option Scheme (“ESOS”)

The Employees Stock Option Scheme (“the Scheme”) provides for grant of equity shares of the Company to Directors (including whole time) and employees of the Company and its subsidiaries. The Scheme provides that employees are granted an option to acquire equity shares of the Company that vests in a graded manner. The options may be exercised within a specified period. The Company follows the intrinsic value method to account for its stock – based employee compensation plans. Compensation cost is measured as the excess, if any, of the fair market price of the underlying stock over the exercise price on the grant date and is amortised over the vesting period of the option on a Straight Line Basis.

The fair market price is the latest closing price, immediately prior to the date of the Board of Directors meeting in which the options are granted, on the stock exchange on which the shares of the Company are listed. If the shares are listed on more than one stock exchange, then the stock exchange where there is highest trading volume on the said date is considered.

xiii Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. The amount recognised as revenue is net of trade discounts, service tax and agency commission.

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(` in Lakhs)


Revenue from sale of radio airtime

Revenue from Radio broadcasting is recognised on an accrual basis on the airing of the customers commercials.

Revenue from television media operations

Advertisement revenue from broadcasting is recognised, when the related advertisement appears before public i.e. on telecast.

Revenue from sale of telecast rights

Revenue from sale of telecast rights of event and content is recognized on the date when the rights are made available to the assignee for exploitation.

Revenue from television programmes

Revenue from commissioned programs are recognised as and when the relevant episodes of the programs are delivered to the channels.

Out of Home Media

Advertising space revenue, net of taxes, rebate and discount is recognised on the display of advertisements over the period of the contract.

Revenue from Experiential Marketing

Revenue from experiential marketing which includes event management and activations are recognised on the completion of the event and on the basis of related services performed, as per the contracted terms.

Interactive Revenue

Revenue from short code, short messaging service (‘SMS’) is recognised on acceptance of the hits by telecom operators.

Management Fees

Management fee is recognised as revenue on time proportion basis as per relevant agreements.

Graphics and Editing Revenue

Revenue from graphics and editing is recognized in accordance with the terms of the agreements with the parties.

Syndication Revenue

Sales are recognized when the rights to use are passed on to the customers, which is generally on dispatch of goods.

Subscription Revenue

Subscription revenues are recognized on an accrual basis in accordance with the terms of the contract on rendering of services.

Interest income

Interest income is recognised on a time proportion basis.

xiv License Fees

As per the new Frequency Module (FM) broadcasting policy, effective 1 April 2005 license fees are charged to revenue at the rate of 4% of gross revenue for the period or 10% of Reserve One Time Entry Fee (ROTEF) for the concerned city, whichever is higher. Gross Revenue for this purpose shall mean revenue on the basis of billing rates without deduction of taxes and agency commission and net of discounts to advertisers. Barter advertising contracts shall also be included in the gross revenue on the basis of relevant billing rates. ROTEF means 25% of highest valid bid in the city.

xv Foreign currency transactions

Transactions denominated in foreign currency are recorded at the exchange rate prevailing on the date of the transactions. Exchange differences arising on foreign exchange transactions settled during the year are recognised in the statement of profit and loss of the year.

Monetary items are restated at the period ended rates. The exchange differences between the rate prevailing on the date of transaction and on settlement/restatement (other than those relating to acquisition of fixed assets) is recognised as income or expense, as the case may be. Non-monetary items which are carried at historical costs denominated in foreign currency are reported using the exchange rate at the date of the transaction.

In respect of integral foreign operations of the company, fixed assets are translated at the rates on the date of acquisition, monetary assets and monetary liabilities are translated at the rate on the date of the balance sheet and income and expenditure are translated at the average of weekly average rates during the year.

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xvi Foreign currency translations

The consolidated financial statements are reported in Indian Rupees in accordance with AS 11 – ‘The Effects of Changes in Foreign Exchange Rates’ which specifies translation of foreign subsidiaries on the basis of their classification as integral / non-integral to the operations of the Parent Company.

The foreign subsidiary in the United States of America fall in the criteria of integral operations and the translation of the local currency financials of integral foreign subsidiary within the Group into Indian Rupees is performed in respect of assets and liabilities other than fixed assets, using the exchange rate in effect at the balance sheet date and for revenue and expense items other than the depreciation costs, using average exchange rate during the reporting period. Net exchange difference resulting from the above translation of the financial statements of integral foreign subsidiary is recognised in the consolidated statement profit and loss. Fixed assets are translated at exchange rates on the date of the transaction and depreciation on fixed assets is translated at exchange rates used for translation of the underlying fixed assets.

xvii Earning Per Share

In determining earning per share, the company considers the net result after tax and includes the post tax effect of any extraordinary / exceptional item. The number of shares used in computing basic earning per share is the weighted average number of shares outstanding during the year. The number of shares used in computing diluted earning per share comprises the weighted average shares considered for deriving basic earnings per share and also the weighted average number of shares that could have been issued on the conversion of all dilutive potential equity shares unless the results would be anti-dilutive. Dilutive potential equity shares are deemed converted as of the beginning of the year, unless issued at a later date.

xviii Taxation

Tax expense comprises current tax expense computed in accordance with the relevant provisions of the Income Tax Act, 1961 and deferred tax charge or credit.

Current tax provision is made based on the tax liability computed after considering tax allowances and exemptions, in accordance with the Income Tax Act, 1961. Deferred tax charge or credit and the corresponding deferred tax liability or asset is recognised for timing differences between the profits/ losses offered for income taxes and profits/ losses as per the financial statements. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date.

Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be realized in future. However, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognised only if there is a virtual certainty of realisation of such assets. Deferred tax assets are reviewed as at each balance sheet date and written down/up to reflect the amount that is reasonably/virtually certain (as the case may be) to be realized.

xix Provisions and contingencies

Provisions comprise liabilities of uncertain timing or amount. Provisions are recognised when the Company recognizes it has a present obligation as a result of past events, it is more likely than not that an outflow of resources will be required to settle the obligation and the amount can be reasonably estimated.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Loss contingencies arising from claims, litigation, assessment, fines, penalties, etc. are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.

xx Leases

The Company has various operating leases, principally for radio stations, office space and equipments with various renewal options. Substantially all operating leases are cancellable as well as renewable on expiry of lease term. Rental expense in agreements with scheduled rent increases is recorded on a straight-line basis as applicable over the lease term.

xxi Borrowing costs

Borrowing costs that are attributable to the acquisition, construction or production of qualifying assets are capitalised as part of the cost of such assets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use. All other borrowing costs are charged to revenue.

xxii Barter Transactions

Barter transactions are recognised at the fair value of consideration recievable or payable. When the fair value of the transactions cannnot be measured reliably, the revenue/expense is measured at the fair value of the goods / services provided / received adjusted by the amount of cash or cash equivalent transferred.

65


(` in Lakhs)


2. Share Capital

As At31 March 2015

As At31 March 2014

Authorised Shares

20,00,00,000 (Previous Year: 20,00,00,000) Equity Shares of ` 5/- each 10,000.00 10,000.00

10,00,00,000 (Previous Year: 10,00,00,000) Preference Shares of ` 5/- each 5,000.00 5,000.00

15,000.00 15,000.00

Issued, Subscribed and Paid Up

7,94,51,170 (Previous Year: 7,94,51,170) Equity Shares of `5/- each fully paid up 3,972.56 3,972.56

Total issued, subscribed and paid-up share capital 3,972.56 3,972.56

a. Reconciliation of the shares outstanding at the beginning and at the end of the reporting year


Equity Shares No. of Shares ` No. of Shares `

At the beginning of the year 79,451,170 3,972.56 79,451,170 3,972.56

Issued during the year - - - -

Outstanding at the end of the year 79,451,170 3,972.56 79,451,170 3,972.56

b. Terms/rights attached to equity shares

The company has only one class of equity shares having a par value of ` 5 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends if any, in Indian rupees. The dividend proposed if any, by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. Details of shareholders holding more than 5% shares of the company


No of Shares


No of Shares


Equity shares of ` 5 each fully paid

Reliance Land Private Limited 58,353,993 73.44 396,61,766 49.92

Reliance Capital Limited 15,727,957 19.80 157,27,957 19.80

Reliance Share & Stock Brokers Private Limited - - 143,59,866 18.07

66


(` in Lakhs)


3. Reserve & Surplus As At

31 March 2015 As At

31 March 2014 Capital Reserve Balance as per last balance sheet 3,497.24 3,497.24 Securities Premium Account Balance as per last balance sheet 33,363.87 35,407.20 Less: Premium Payable on Redemption of Debentures 2,300.78 2,043.33

31,063.09 33,363.87 Capital Reserve on Consolidation Balance as per last balance sheet 993.48 - Add: On acquisition of a subsidiary company - 993.48 Less: Adjustment on demerger of digital marketing undertaking (Refer Note 46) (993.48) -

- 993.48

Debenture Redemption Reserve As per last balance sheet - - Add : Transferred from statement of profit & loss 5,000.00 -

5,000.00 - (Deficit) in the statement of Profit & Loss As per last balance sheet (55,755.06) (43,200.33) Add: Impact of Change in Useful life of Assets (As per Schedule II of the Companies

Act, 2013) (127.25) -

Less: Adjustments on demerger of Digital Marketing Undertaking (Refer Note 46) (1,098.18) - Add: Loss for the year (14,467.09) (12,554.67) Less : Appropriations out of current year profit Transferred to Debenture Redemption Reserve 5,000.00 -

(76,447.58) (55,755.00)

Total Reserve & Surplus (36,887.25) (17,900.41)

4. Long Term Borrowings As At 31 March 2015 As At 31 March 2014

Current Non-current Current Non-current Secured Loans from body corporates (Refer note a ) 150.29 - 551.47 150.29 Non-Convertible Debentures (Refer note b) 5,000.00 - 10,000.00 5,000.00 Loan from Banks (refer note c, d & e) - 21,500.00 - -

5,150.29 21,500.00 10,551.47 5,150.29

As At 31 March 2015 As At 31 March 2014 Unsecured Current Non-current Current Non-current Loans from body corporates (refer note f) 2,346.32 2,653.68 - - Zero Coupon Debentures (Refer note g) 15,000.00 - - 15,000.00 Loan from Bank (Refer note h ) - 15,000.00 - 15,000.00

17,346.32 17,653.68 - 30,000.00

Total 22,496.61 39,153.68 10,551.47 35,150.29

a. Loan from body corporates of ` 150.29 Lakhs (Previous Year: ` 701.76 Lakhs) carries interest rate of IRR 14%. The terms of repayment is on 12 quarterly equated installment basis from the date of disbursement of loan i.e. 1 April, 2012. The loan is secured by way of second charge on present and future fixed assets of the Company which will be subordinate to the existing first pari-passu charge created by the company.

b. The Company had issued 11.50% 1,500 Secured Redeemable Non Convertible Debentures (Debentures) amounting ` 15,000.00 Lakhs, having face value of ` 10.00 Lakhs each on a private placement basis on 28 September, 2012. The said Debentures are listed on National Stock Exchange (NSE) w.e.f. 01 November, 2012 which were subsequently delisted w.e.f. 07 November, 2014. The said debentures are secured by first pari passu charge by way of hypothecation of all assets of the Company with a minimum asset cover of 1.25 times to be maintained at all times till the maturity of debentures. The debentures are redeemable in three equal installments at the end of 24 months, 30 months and 36 months

67


(` in Lakhs)


(i.e. 28 September, 2014, 28 March, 2015, 28 September 2015). After second phase redemption on 28 March 2015, the revised face value of Debentures is ` 3.33 Lakhs.

c. Loan from bank of ` 8,500.00 Lakhs (Previous Year: ` Nil) carries interest rate of 11.75%. The loan is for a tenure of 4 years from the date of first disbursement i.e. 29 September, 2014 with a moratorium of 2 years and repayment in 4 half yearly equated installment thereafter. The loan is secured by first Pari-Passu charge on all the non-current assets (excluding investments) and current assets (including loans and advances) of the company and on all revenues, cash-flows, bank accounts of the company and whole of movable fixed assets alongwith unconditional and irrevocable corporate guarantee from one of the shareholders of the Company.

d. Loan from bank of ` 10,000.00 Lakhs (Previous Year: ` Nil) carries interest rate of 11.00%, payable monthly. The loan is for a tenure of 5 years from the date of first disbursment with a moratorium of 2 years. Loan is repayable in 3 equal installments at the end of 3rd, 4th and 5th year from the date of first disbursement i.e 16 February, 2015. The loan is secured by first Pari-Passu charge on entire non-current assets and current assets of the company and on first Pari-Passu charge on all movable fixed aseets of the company.

e. Loan from bank of ` 3,000.00 Lakhs (Previous Year: ` Nil) carries interest rate of 11.00%, Payable monthly. The loan is for a tenure of 5 years from the date of each disbursment with a moratorium of 2 years and repayment in 11 quarterly equal installment starting from the end of 30th month from the date of disbursement i.e 31 March, 2015. The loan is secured by first Pari-Passu charge on entire non-current assets and current assets of the company and on first Pari-Passu charge on all movable fixed assets of the company.

f. Loan from body corporates of ` 5000 Lakhs (Previous Year: ` NIL) carries interest rate of IRR 12.5%. The terms of repayment is on 8 quarterly equated installment basis from the date of disbursement of loan i.e. 10 March, 2015.

g. The Company had issued 1,500 Zero Coupon unsecured redeemable non convertible Debentures amounting to ` 15,000.00 Lakhs (Previous Year: ̀ 15,000.00 Lakhs), having face value of ` 10 Lakhs each on a private placement basis. These Debentures are redeemable on 8th August, 2015 i.e. 1095 days from the date of issue i.e. 9 August, 2012 and has an implicit yield of 12.60% in form of redemption premium.

h. Loan from Bank of ` 15,000.00 Lakhs (Previous Year: ` 15,000.00 Lakhs) carries interest rate of 10%. The terms of repayment is repayment in full after 36 months from the drawdown date i.e 28 March, 2014 except in case of the exercise of the Call /Put Option by either party providing 7 (Seven) days written notice to other party on option date, to repay all outstanding due (Option date is the date occurring on the expiry of 18 (Eighteen) months from the drawdown date. Unconditional and irrevocable corporate gurantee is given by one of the shareholders of the Company.

5. Other Long Term Liabilities As At

31 March 2015 As At

31 March 2014 Lease Rent Liability 163.90 142.02 Security Deposits 53.84 53.27

217.74 195.29

6. Long Term Provisions As At

31 March 2015 As At

31 March 2014 Provision for employee benefits (refer note 32) -Gratuity 120.79 95.59 -Leave benefits 7.30 6.11 Premium payable on Redemption of Debentures 5,004.85 2,934.16

5,132.94 3,035.86

7. Short Term Borrowings As At

31 March 2015 As At

31 March 2014 Loans repayable on demand (secured) From Banks (refer note a) 3,788.90 3,089.46 From Body corporates (refer note b & c) 2,950.00 - Other loans & advances (Unsecured) From Banks (refer note a & d) 882.52 241.45 From Body corporates (refer note e) 500.00 2,726.04

8,121.42 6,056.95

68


(` in Lakhs)


Nature of security and other terms:

a. Loan from bank ` 3,788.90 Lakhs (Previous year: ` 3,089.46 Lakhs) is secured by first pari passu charge on, the entire current assets of the Company, existing and future, comprising, inter alia, stocks of raw material, work in progress, finished goods and other current assets, the entire book debts and receivables of the Company existing and future, the entire movable fixed assets of the Company, existing and future including without limitation movable plant and machinery etc. It is repayable on demand bearing interest rate at Bank’s base rate + 175 bps p.a.

b. Secured Loan from body corporates ` 1,450 Lakhs (Previous Year: ` NIL) is carrying interest at the rate of 14% and is repayable after a term of One year from the date of disbursement. The Loan is secured by residual charge on all current assets.

c. Secured Loan from body corporates ` 1,500 Lakhs (Previous Year: ` NIL) is carrying interest at the rates 14% and is repayable on 31 March 2015 The Loan is secured by residual charge on all current assets. The loan has been repaid on 14 May, 2015

d. Unsecured loan from Bank ` 882.52 (Previous year: ` 241.45 Lakhs) is repayable within the due date of the monthly billing cycle or repayable on demand

e. Unsecured loan from body corporates ` 500.00 Lakhs (Previous Year: ` 1,500.00 Lakhs) is carrying interest at the rate of 13% and repayable after a term of one year from the date of disbursement.

8. Trade Payables

As At31 March 2015

As At31 March 2014

Micro, Small and Medium Enterprises (Refer Note 8.1) - 0.03

Others 3,658.03 3,008.18

3,658.03 3,008.21

8.1 Disclosures relating to amounts payable as at the year end together with interest paid / payable to Micro, Small and Medium Enterprises have been made in the accounts, as required under the Micro, Small and Medium Enterprises Development Act, 2006 to the extent of information available with the Company determined on the basis of intimation received from suppliers regarding their status and the required disclosure are given below:

Particulars As At31 March 2015

As At31 March 2014

Principal amount remaining unpaid - 0.03

Interest due thereon - -

Interest paid by the company in terms of Section 16 of Micro, Small and Medium Enterprises Development Act, 2006, along with the amount of the payment made to the suppliers beyond the appointed day during the year.

- -

Interest due and payable for the year of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under Micro, Small and Medium Enterprises Development Act, 2006

- -

Interest accrued and remaining unpaid - -

Further interest remaining due and payable even in the succeeding period until such date when the interest dues as above are actually paid to the small enterprise.

- -

- 0.03

69


(` in Lakhs)


9. Other Current Liabilities

As At31 March 2015

As At31 March 2014

Current maturities of long term borrowings (refer note 4) 22,496.61 10,551.47

Interest accrued but not due on borrowings 748.58 896.69

Interest accrued and due on borrowings 114.86 48.93

Others Deposits from customers, employees and others 8.44 8.80 Product development contribution 2,754.89 577.29 Advance from Customers 1,847.27 458.01 Unearned revenue 1.44 314.23 Statutory Dues Payable 478.04 768.83 Balance with Bank - Overdrawn as per Books 213.53 - Employee Benefits Payable 470.38 135.55 Capital Creditors for Capital Expenditure 12.60 12.60 Provision for Expenses 4,808.65 4,866.76 Other Payables 157.58 152.71

34,112.87 18,791.8710. Short Term Provisions

As At31 March 2015

As At31 March 2014

Provision for employee benefits (Refer note 32) -Gratuity 80.26 66.00 -Leave benefits 6.49 5.59 Provision for Tax - 0.06

86.75 71.65

70



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71


(` in Lakhs)


As At31 March 2015

As At31 March 2014

12. Non-current Investments Investment in Preference Shares of Reliance Big Broadcasting Private Limited [3,000,000 (Previous year: ` Nil), 8% Cumulative Redeemable Preference shares of

` 1 each] 3,000.00 -

Investment in Preference Shares of Reliance Capital Asset Management Limited 3,000,000 (Previous year: ` Nil), 6% Non-cumulative Redeemable Preference Shares

of ` 100/- each (Refer note 46) - -

3,000.00 -

Aggregate value of unquoted investments 3,000.00 -

13. Long Term Loans and Advances As At

31 March 2015 As At

31 March 2014 Unsecured and considered good unless otherwise stated Capital Advances - 8.04 Security Deposit Considered good 2,270.41 2,742.43 Considered doubtful 661.62 163.68

2,932.03 2,906.11 Less: Provision for doubtful security deposit 661.62 163.68

2,270.41 2,742.43 Loans and advances to Others 2,653.68 - Other loans and advances Advance Tax (net of provision for tax) 1,694.55 2,406.25 Prepaid Expenses 2,695.85 493.07 Cenvat credit receivable 612.48 2,142.88 Advance to Reliance Broadcast Network ESOS Trust (refer note 30) - 1,658.90 Less: Provision for Diminution in the value of Shares - 246.44

5,002.88 6,454.66 9,926.97 9,205.13

14. Other Non-Current Assets As At

31 March 2015 As At

31 March 2014 Unsecured, considered good unless stated otherwise Interest accrued on Fixed Deposits 0.47 - Interest accrued but not due on Loans and Advances to Related Parties - 26.32 In Fixed Deposits with original maturity of more than twelve months - 30.00 Margin Deposits* 30.45 192.96

30.92 249.28

* Balances in margin money accounts represent fixed deposits with banks with maturity of more than twelve months.

72


(` in Lakhs)


15. Inventories (valued at lower of cost and net realizable value)

As At31 March 2015

As At31 March 2014

Events / Contents 1.75 7.67

Television Programmes and movie rights

Under Production - 15.62

Unamortised 5,972.07 3,358.72

Merchandise 38.94 39.01

Less: Provision for obsolence (38.94) 9.75

- 29.26

5,973.82 3,411.27

16. Trade Receivables

As At31 March 2015

As At31 March 2014

Unsecured, considered good

Outstanding for a period exceeding six months from the date they are due for payment 1,526.25 1,215.49

Other Debts 8,129.36 6,804.88

9,655.61 8,020.37

Unsecured, considered doubtful

Outstanding for a period exceeding six months from the date they are due for payment 1,340.45 1,239.53

Other Debts - -

1,340.45 1,239.53

Less: Provision for doubtful receivables 1,340.45 1,239.53

- -

9,655.61 8,020.37

17. Cash and Bank Balances

As At31 March 2015

As At31 March 2014

Cash and Cash Equivalents

Balances with banks:

In Current Accounts 1,940.72 1,917.78

In Fixed Deposits with original maturity of less than three months 723.39 -

Cash on hand 5.23 5.71

2,669.34 1,923.49

Other Bank Balances

In Fixed Deposits with original maturity of more than three months and less than twelve months

307.26 -

Margin Deposits with maturity of less than twelve months 195.07 23.85

3,171.67 1,947.34

73


(` in Lakhs)


18. Short Term Loans and Advances As At

31 March 2015 As At

31 March 2014 Unsecured and considered good unless otherwise stated Security Deposit 13.72 41.31 Loans and Advances to Others 5,296.32 73.36 Loan to Unpronounceable productions 336.14 1,202.00 Loans and advances to employees 82.31 66.17

Other loans and advances Prepaid Expenses 3,487.54 1,388.25 Advance to Vendors 1,832.05 3,812.19 Claims/Other receivable 2,978.44 4,287.17 Deposit with Service Tax Authorities 52.75 52.75 Other Advances 17.39 14.76 Cenvat Credit Receivable 3,417.78 2,450.47

11,785.95 12,005.59 Less: Provision for doubtful advances 873.18 631.31

16,641.26 12,757.12

19. Other Current Assets

As At31 March 2015

As At31 March 2014

Assets held for sale (Refer Note 43) - 34.04

Less: Provision for assets held for sale - 15.84

- 18.20

Advance towards share application money - 3,199.74

Interest accrued but not due on Loans and Advances to Others 53.81 -

Interest accrued on Fixed Deposits 46.81 6.32

100.62 3,252.09

20. Revenue from Operations For The Year

Ended31 March 2015

For The Year Ended

31 March 2014 Sale of Services 28,600.94 23,419.30 Sale of Goods 154.80 -

Other Operating Revenue Management Fees 153.09 378.68 Excess Accruals Written Back 247.73 236.10 Sundry Credit Balances Written Back 48.95 240.50 Syndication Income 29.39 -

Other Revenue 270.29 661.22

749.45 1,516.50

Revenue from Operations 29,505.19 24,935.80

74


(` in Lakhs)


Details of services rendered

Sale of radio airtime 22,546.37 19,286.48

Television Programme Production Income 2,040.07 1,945.55

Out of Home Media Income 2.81 49.96

Income from Television media operations 4,011.69 2,137.31

28,600.94 23,419.30

21. Other Income

For The Year Ended

31 March 2015

For The Year Ended

31 March 2014

Interest Income on

Bank Deposits 54.03 28.18

Others 244.27 219.19

Income Tax Refund 135.50 31.31

Other non operating income

Income from facility sharing 158.83 151.76

Foreign Exchange gain (Net) 17.67 12.86

Miscellaneous Income 0.11 2.79

610.41 446.09

22. Direct Expenses

For The Year Ended

31 March 2015

For The Year Ended

31 March 2014

Purchases of stock-in-trade (traded goods) 155.28 -

Royalty 386.15 372.98

Event Expenses - 34.22

Transmission Expenses 862.23 824.61

Out of Home Media Expenses 24.41 640.75

Television Programme Production Expenses 1,658.19 3,118.30

Revenue Sharing License Fees 1,421.29 1,013.93

Content Cost 3,353.11 1,875.15

Placement Fees 4,410.17 3,317.66

Equipment Hire Charges 14.08 27.53

Editing Charges - 53.42

Other Production Expenses 1,615.33 1,198.77

13,900.24 12,477.32

75


(` in Lakhs)


23. Employee Benefit Expenses

For The Year Ended

31 March 2015

For The Year Ended

31 March 2014

Salaries, wages and bonus 7,018.30 5,452.49

Contribution to Provident and other funds 254.33 229.90

Gratuity Expense 66.47 46.29

Leave Encashment 2.00 0.72

Staff Welfare Expenses 244.96 183.66

7,586.06 5,913.06

24. Finance Costs

For The Year Ended

31 March 2015

For The Year Ended

31 March 2014

Interest 4,484.08 3,040.02

Other Borrowing Costs 264.86 76.24

4,748.94 3,116.26

25. Depreciation, amortisation and impairment expense

For The Year Ended

31 March 2015

For The Year Ended

31 March 2014

Depreciation/ impairment of tangible assets 1,378.71 2,228.33

Amortisation/impairment of intangible assets 2,923.78 2,397.85

4,302.49 4,626.18

26. Other Expenses

For The Year Ended

31 March 2015

For The Year Ended

31 March 2014

Advertisements 2,828.39 3,305.79

Distribution and advertisements rights expenses 585.27 1,008.04

Management and distribution service fees 40.19 62.78

Bank Charges 124.23 29.37

Bad Debts 19.00 51.28

Business Promotion 140.68 90.42

Rent, Rates and Taxes 2,484.07 2,313.03

Travelling and Conveyance 572.31 497.90

Payment to Auditor (Refer note below) 60.00 53.12

Electricity Charges 457.23 423.38

Insurance Charges 230.01 18.79

Legal and Professional Fees 2,063.93 925.01

Director's Sitting Fees 4.50 5.60

Loss on Sale/Disposal of Assets (net) 4.96 59.16

Communication Expenses 233.18 189.87

76


(` in Lakhs)


Printing and Stationery 46.52 41.05

Provision for Doubtful Debts (Net of Doubtful debts written off `772.50 Lakhs (Previous year: ` 968.94 Lakhs)

947.07 33.20

Provision for Doubtful Deposits/Advances (Net of Doubtful debts written off ` 264.78 Lakhs (Previous year: ` NIL)

728.80 658.46

Provision for assets held for sale - 15.84

Advances Written Off 84.08 67.96

Repairs and Maintenance

- Repairs to Machinery 248.71 299.47

- Repairs to Others 575.18 570.33

Security Charges 168.31 129.23

Housekeeping Charges 185.54 138.05

Computer / Internet / Intranet 258.29 248.58

Conference Expense 120.07 97.61

Telecast and uplinking fees 234.61 167.83

Sales Incentive 354.84 190.32

Provision for Obsolete Stock 29.19 9.75

Other Miscellaneous Expenses 204.79 86.80

14,033.95 11,803.07

Payment to auditor

For The Year Ended

31 March 2015

For The Year Ended

31 March 2014

As auditor:

Audit fee 53.00 37.12

In other capacity:

Other services (certification fees) 7.00 16.00

60.00 53.12

27. Contingent Liabilities


Bank Guarantees 6,065.61 1,065.61

Claims against the company not acknowledged as debt 653.81 649.19

Disputed Service tax demand (excluding penal interest) 1,396.85 1,396.85

Disputed Income tax demand 75.92 31.66

Disputed Stamp duty 6.70 6.70

Disputed Property Tax 2,465.30 2,465.30

Disputed Sales tax 68.04 68.04

10,732.23 5,683.35

The company is a party to various legal proceedings in the normal course of business and does not expect the outcome of these proceedings to have any adverse effect on its financial conditions, results of operations or cash flows.

77


(` in Lakhs)


28. The Company is into litigations and arbitrations with various Statutory Corporations, Copyright Society and private parties for the claims made on or by the Company. These matters are subjudice and pending before various courts/ arbitrators. Pending the outcome of the said litigations and arbitrations, the Company has not made any provisions/adjustment for the Security deposits and Advances paid to them aggregating to ` 3,164.53 Lakhs. The Company is hopeful of recovering the said deposits and advances.

29. Commitment


Estimated amount of contracts remaining to be executed on capital account not provided for (net of advances)

- 6.66

30. Employee Stock Option Scheme (ESOS)

During the period ended September 30, 2010 the Company had introduced Employee Stock Option Plan, under which it had granted 2,018,000 options under Plan A to the eligible employees of the Company on the basis of their performance and other eligibility criteria. ESOS Plans were administered through an ESOS Trust. The vesting of the Options was on the expiry of one year and so on from the date of grant as per Plan. In respect of Options granted the accounting value of Options (based on market price of the share on the date of the grant of option) was accounted as deferred employee compensation, which was amortised on a straight line basis over the vesting period. Each Option entitled the holder thereof to apply for and be allotted/transferred one Equity Share of the Company of ` 5 each upon payment of the exercise price during the exercise period. The Company had established a Trust for the implementation and management of ESOS for the benefit of its present and future employees. The Company had granted advances of ` 1,412.46 Lakhs (net of provision of ` 248.78 Lakhs) (Previous year ` 1,412.46 Lakhs (net of provision of ` 246.44 Lakhs)) and the same had been utilised by the trust for purchasing 2,017,997 (Previous year 2,017,997) equity shares upto 31 March, 2014.

The fair value of option granted estimated on the date of grant using the Black Scholes Model valued by a valuer with the following assumptions:

Particulars Plan A

Vest 1 Vest 2 Vest 3 Vest 4Date of Grant 17-Jul-10 17-Jul-10 17-Jul-10 17-Jul-10Prices of the Underlying Stock (`) 68.5 68.5 68.5 68.5Continuous Risk Free Interest Rate 6.65% 6.97% 7.20% 7.39%Exercise / Strike Price 80 80 80 80Volatility 55.00% 55.00% 55.00% 55.00%Time to Expiration (Years) 3.5 4.5 5.5 6.5Expected Dividend (%) 4.00% 4.00% 4.00% 4.00%Fair Value of Stock Option (`) 22.26 25.04 26.93 28.31Proportion of Vest 25% 25% 25% 25%Weightage Average Fair Value (`) 26 26 26 26

The information covering stock options granted, exercised, forfeited and outstanding at the year end is as follows:

Particulars No. of Options Weighted Avg Exercise Price (`)

Weighted Avg Remaining

Contractual Life (in Years)

Outstanding at the beginning of the year - N.A. N.A.Granted - - -Exercised - N.A. N.A.Lapsed/Forfeited/Surrendered - N.A. N.A.Outstanding at the end of the year - N.A. N.A.Exercisable at the end of the year - N.A. N.A.

During the previous year, Company had discontinued the Employee Stock Option Plan A as none of the options had been exercised by the employees till 31 March, 2014. The option holders had sent letters to the Company and the Trust for relinquishing/surrendering their right, interest, or claim in respect of the options granted to them. In view of the same, the said scheme was discontinued and the grants made there under stand cancelled.

During the current year, the said advance of ` 1,412.46 Lakhs has been received back by the Company from ESOS Trust.

78


(` in Lakhs)


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79


(` in Lakhs)


32. Employee Benefits Defined Contribution Plan Contribution to Defined Contribution Plan, recognised as expense for the year are as under :

Particulars 31 March, 2015 31 March, 2014Employers contribution to Provident fund and other funds 250.34 229.90

Other long term employee benefits comprises encashment of leave. The obligation for leave encashment is recognised based on actuarial valuation carried out using the Projected Unit Credit Method. Expense recognised in the Statement of Profit and Loss during the current year is ` 2.00 Lakhs (Previous year: ` 0.72 Lakhs).

Defined Benefit Plan Gratuity

The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each year of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for leave encashment is recognised in the same manner as gratuity.

I. Reconciliation of opening and closing balances of Defined Benefit obligation Particulars 31 March, 2015 31 March, 2014

Gratuity (Unfunded)Defined Benefit obligation at beginning of the year 161.91 161.67 Current Service Cost 33.42 33.90 Interest Cost 13.99 12.64 Actuarial (gain)/loss 19.06 4.20 Past Service Cost - - Liabilities assumed on Acquisition / (Settled on Divestiture) 0.05 - Benefits Paid (26.82) (50.82)Liability transferred on demerger of an undertaking (0.56) -Defined Benefit obligation at the end of the year 201.05 161.59

II. Reconciliation of fair value of assets and obligations Particulars 31 March, 2015 31 March, 2014Gratuity (Unfunded)Fair value of plan assets at the end of the year - - Present value of obligation at the end of the year 201.05 161.59 Liability recognised in the Balance Sheet 201.05 161.59

III. Expense/(Income) recognised during the yearParticulars 31 March, 2015 31 March, 2014GratuityCurrent Service Cost 33.42 33.90 Interest Cost 13.99 12.64 Expected return on plan assets (0.80) - Actuarial (gain) / loss 19.86 4.20 Past Service Cost - - Expense/(Income) recognised during the year 66.47 50.74

IV. Experience AdjustmentsParticulars 31 March,

201531 March,

201431 March,

201331 March,

201231 March,

2011Defined Benefit Obligation 201.05 161.59 161.04 132.27 122.90 Plan Assets - - - - - Surplus / (Deficit) (200.54) (160.70) (160.33) (120.82) (122.90)Experience Adjustments on Plan Liabilities 15.51 9.52 (23.01) (16.00) (28.14)Experience Adjustments on Plan Assets - (1.74) - - -

80


(` in Lakhs)


V. Actuarial assumptionsParticulars 31 March, 2015 31 March, 2014

Gratuity (Unfunded)

LeaveEncashment (Unfunded)

Gratuity (Unfunded)

LeaveEncashment (Unfunded)

Mortality Table (LIC) 2006-08 (Ultimate)

2006-08 (Ultimate)

2006-08 (Ultimate)

2006-08 (Ultimate)

Discount rate (per annum) 7.95% 7.95% 8.65% 8.65%Expected rate of return on plan assets (per annum) - - - -Rate of escalation in salary (per annum) 7% 7% 7% 7%

The estimates for rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. The above information is certified by the actuary.

33. Disclosure of Related Party under AS 18Holding CompanyReliance Land Private Limited (w.e.f. 20 March, 2015)

Parties where control exists Related parties with whom transactions have taken place during the yearSignificant Shareholders, Key Management Personnel and their relatives

Relationship Name of the Related party RemarksKey Managerial Personnel Tarun Katial Chief Executive OfficerKey Managerial Personnel Shikha Kapadia Company Secretary (w.e.f. 22 August, 2014)Key Managerial Personnel Gururaja Rao Company Secretary and Manager (upto 21 July, 2014)Key Managerial Personnel Asheesh Chatterjee Chief Financial Officer

Relative of Key Managerial Personnel :

Spouse of Gururaja Rao Mrs. Akshata Rao (upto 21 July, 2014)

Joint Venture Entitiy of Subsidiary Companies:Azalia Broadcast Private Limited (formerly knows as 'BIG RTL Broadcast Private Limited') (upto 11 June, 2014)Azalia Distribution Private Limited (formerly known as 'BIG CBS Networks Private Limited') (upto 20 December, 2013)

Associate Company of Subsidiary Company:Reliance TV US LLC (upto 24 March, 2014)

Others:CBS Studios Inc., USA (upto 20 December, 2013)CBS Broadcast International BV, Netherlands (upto 20 December, 2013)CBS CSI International BV, Netherlands (upto 20 December, 2013)CBS International Television, USA (upto 20 December, 2013)Showtime Networks Inc., USA (upto 20 December, 2013)RTL Group Beheer B.V., Netherlands (upto 11 June, 2014) RTL Group Licensing Asia GmbH, Germany (upto 11 June, 2014)RTL Group Cable & Satellite GmbH, Germany (upto 11 June, 2014)Fremantle Media Limited, Australia (upto 11 June, 2014)

Transactions with Related Parties

Particulars 31 March, 2015 31 March, 2014Key Managerial PersonnelRemuneration to Tarun Katial 476.74 181.00Remuneration to Asheesh Chatterjee 116.23 92.05Remuneration to Gururaja Rao (upto 21 July, 2014) 22.58 58.85Remuneration to Shikha Kapadia (w.e.f. 22 August, 2014) 12.88 -Receiving of Car Hire Services from Relative of Key Managerial PersonnelMrs. Akshata Rao 0.55 1.80

81


(` in Lakhs)


Particulars 31 March, 2015 31 March, 2014OthersRTL Group Beheer B.V., NetherlandsPurchase of Assets 15.82 54.49Management fees 2.32 50.70Closing BalanceSundry Creditors - 21.73RTL Group Licensing Asia GmbH, GermanyPurchase of Programs - 95.77Fremantle Media Ltd, AustraliaPurchase of Programs 29.19 35.32Closing BalanceSundry Creditors - 39.14

34. Lease disclosure under AS 19 The Company has taken various office premises, towers and other licenses on cancelable operating lease, where the lease

agreements are normally renewed on expiry. The company is obligated under non-cancellable leases primarily for equipments taken for out of home division, which are

renewable thereafter as per the term of the respective agreements. The future minimum lease payments in respect of non-cancellable operating lease are as follows:

Particulars Minimum Lease Payments31 March, 2015 31 March, 2014

Amounts due within one year from the balance sheet date 420.91 605.85Amounts due in the period between one year and five years 126.78 464.61Amounts due after five years 16.99 28.59

564.68 1,099.04 The Lease rentals recognised in the statement of profit and loss is amounting to ̀ 2,349.05 Lakhs (Previous Year ̀ 2,574.30 Lakhs).35. Earnings Per Share (‘EPS’)

Particulars 31 March, 2015 31 March, 2014Net (loss) available for equity shareholders (14,467.09) (12,554.67)Weighted average number of equity shares outstanding during the year 79,451,170 79,451,170Basic/ Diluted Earnings Per Share (18.21) (15.80)Nominal value per share 5 5

36. Deferred TaxAs a matter of prudence, deferred tax asset to the extent of deferred tax liability has been recognised and the balance has not been recognised in the books of account.

37. Interest in Joint VentureThe Company's interest in jointly controlled entity (incorporated joint venture)

Name of Joint Venture Country of

Incorporation

Ownership Interest

31 March 2015

Ownership Interest

31 March 2014Azalia Broadcast Private Limited( Formerly known as Big RTL Broadcast Private Limited)

India NIL* 50%

Azalia Distribution Private Limited India NIL NIL** Details of Joint Venture

Particulars 31 March 2015 31 March 2014I Assets1 Non-current assetsi Fixed assets

Tangible assets - 12.13 Intangible assets - 0.76

ii Long-term loans and advances - 34.93 2 Current assets

Inventories - 256.73 Trade receivables - 70.78 Cash and bank balances - 106.22 Short-term loans and advances - 414.84

82


(` in Lakhs)


Particulars 31 March 2015 31 March 2014II Liabilities1 Shareholder's fund - reserves and surplus - (2,353.61)2 Share application money pending allotment - - 3 Non-current liabilities - -

Long-term provisions - 0.45 Current liabilities - - Short-term borrowings - 73.36 Trade payables - 465.63 Other current liabilities - 22.33 Short-term provisions - 0.13

III Income1 Income from Media Operations 16.92 442.83 2 Other Income 2.39 7.66 IV Expenses1 Employee benefits expense 12.78 286.34 2 Depreciation and amortization expense 0.35 118.39 3 Other expenses 206.81 7,674.96

Loss before Taxation (200.63) (7,629.20)Provision for Tax (including deferred tax) - - Loss After Tax (200.63) (7,629.20)

V Other Matters1 Contingent Liabilities NIL NIL 2 Capital and other commitments NIL NIL

* - Ceased to be Joint Venture w.e.f. 11 June, 2014** - Ceased to be Joint Venture w.e.f. 20 December, 2013

38. Goodwill on consolidationDuring the year, the Group has acquired 50% equity stake in one of its jointly controlled entity (Previous year acquired 19% stake in one company) through its subsidiary company. On Consolidation, the Company has recognised the following goodwill:

Particulars 31 March, 2015 31 March, 2014Opening balance of Goodwill on consolidation 2,509.63 1,507.98 Goodwill on acquisition of subsidiaries (net) - 1,001.65 Capital Reserve on acquisition of a jointly controlled entity (268.69) -

Goodwill impaired during the year (1,067.91) -Closing balance of Goodwill on consolidation 1,173.03 2,509.63

39. Capital reserve on consolidationDuring the year, the Company has further acquired 50 % equity stake in one company through its subsidiary company. On consolidation, the Company has recognised the following capital reserve:Particulars 31 March, 2015 31 March, 2014Opening balance of Capital Reserve on consolidation 993.48 - Capital reserve on acquisition of subsidiaries (net) - 993.48 Adjustment on demerger of Digital marketing undertaking (Refer note 46) (993.48) -Closing balance of Capital Reserve on consolidation - 993.48

40. Foreign currency exposures (other than investments) not covered by forward contractsParticulars 31 March, 2015 31 March, 2014





Trade Receivables USD 1.61 100.51 USD 1.81 109.03 CAD 2.20 108.86 CAD 2.45 133.05

Trade Payables USD 1.23 75.38 USD 0.71 42.44 EURO - - EURO 0.33 27.08

Security Deposit from Customers USD 0.22 14.07 USD 0.22 13.51

83


(` in Lakhs)


41. Termination of Joint Venture Agreement with Co-venturer The Company has investments in equity and loans and advances into its wholly owned subsidiary CineStar Advertising Private

Limited (‘CAPL’). CAPL has further investments in a step down entity viz. Azalia Broadcast Private Limited (‘Azalia Broadcast’) (formerly known as ‘Big RTL Broadcast Private Limited’), which was earlier a Joint Venture entity. During the current year, the joint venture agreement was mutually terminated and Big Magic Limited (‘BML’) (a wholly owned subsidiary of the Company) acquired the remaining 50% stake of the co-venturer on 12 June, 2014. Consequent upon this acquisition Azalia Broadcast has become subsidiary of the Company on and from the said date.

The Company has investments in equity and loans and advances in its wholly owned subsidiary Reliance Television Private Limited (‘RTPL’). RTPL has further investments in a step down entity viz. Azalia Distribution Private Limited (formerly known as ‘Big CBS Networks Private Limited’), which was earlier a Joint Venture entity. During the previous year, the joint venture agreement was mutually terminated and RTPL acquired the remaining 50% stake of the co-venturer on 20 December, 2013. Consequent upon this acquisition Azalia Distribution became a wholly owned subsidiary of RTPL on and from the said date.

42. Incorporation of wholly owned subsidiary RBN US LLC was incorporated as a wholly owned subsidiary of the Company on 18 June, 2012. Reliance TV US LLC was

incorporated as a subsidiary of RBN US LLC with 65% holding on 18 June, 2012. Reliance TV US LLC had acquired 81% of Georgeville Television LLC on 24 August 2012. Subsequently 19% of holding in Reliance TV US LLC was sold by RBN US LLC on 29 March, 2013. During the previous year 19% holding in Reliance TV US LLC was reacquired by RBN US LLC on 25 March, 2014.

43. Asset held for sale During the previous years, the company had obtained ownership of two flats from customers as a consideration against

outstanding receivables and had been held for sale by the Company. During the current year, these flats have been sold by the Company.

44. Assets and liabilities prior to change in ownership Pursuant to the Share Purchase Agreement between Reliance Broadcast Network Limited (the buyer), Contiloe Films Private

Limited, Abhimanyu Singh, Premnath Rajagopalan (collectively, the sellers) and Cinestar Advertising Private Limited dated January 11, 2011, Reliance Broadcast Network Limited (RBNL) has acquired all the equity shares of Cinestar Advertising Private Limited (an entity exercising joint control) from the sellers. Accordingly, subsequent to the date of the said agreement, RBNL is the holding company of an entity exercising joint control over the Company.

The share purchase agreement, interalia, mentions that the sellers shall deliver a debt free, a zero liability and a zero net current asset company. Accordingly, any debit / credit on account of adjustment with regard to non-recoverability or nonpayment of dues outstanding as on 16 January, 2011 or with regard to any transactions done prior to 16 January, 2011 would be adjusted in the purchase consideration payable by the buyer to the sellers, which in turn would be reimbursed to the Company and thus, would not have any impact on the financial statements for the year ended 31 March, 2015.

The following assets and liabilities, presented in the financial statements, represent amounts outstanding on 16 January, 2011 or are with regard to transactions entered into prior to 16 January, 2011:

Particulars 31 March 2015 31 March 2014Current LiabilitiesShort-term borrowings 146.71 146.71

146.71 146.71Current AssetsTrade receivables 29.21 29.21Security deposits 1.97 1.97Adavance recoverable in cash or kind 25.33 25.33Balance with service tax authorities 83.03 83.03Advance income tax 7.17 7.17

146.71 146.7145. The group’s net worth has been eroded. The group continues to get financial support from the holding company and has

also been assured of such assistance in future. In view of the fact that the holding company has also incurred losses, the going concern assumption for the group is dependent on the ability of the holding company to raise adequate funds. As the management of the holding company is hopeful of being able to raise necessary funds, the Company has prepared its accounts on going concern basis.

46. The Subsidiary Company had filed a Scheme of Arrangement (the Scheme) under section 391 to section 394 of the Companies Act, 1956 with the Honorable High Court of Judicature at Bombay for the demerger of the Digital Marketing Undertaking (the Undertaking), a division of the Company, in to Reliance Capital Asset Management Limited (the Acquirer). The said scheme has been approved vide High Court order dated November 7, 2014.

84


(` in Lakhs)


As per the High Court order, all related assets, liabilities, rights and licenses, employees, deposits and balances with Government authorities, all books, records, files, papers, directly or indirectly relating to the Demerged Undertaking as of the appointed date of April 1, 2013 have been transferred to the Acquirer for a total consideration of ` 3,000 lakhs by way of 3,000,000 6% redeemable preference shares of ` 100 each to be issued to the shareholders of the Company. All Income and expenses pertaining to the Undertaking, post the appointed date, have also been transferred to the Acquirer.

The following assets and liabilities of the undertaking are transferred pursuant to the Scheme.

EQUITY AND LIABILITIES

Inter Unit Payable 19.15 Non-current liabilitiesLong-term provisions 0.65 Current liabilitiesTrade payables 103.17 Other current liabilities 8.53 Short-term provisions 0.08 Total (A) 131.58

ASSETSNon-current assetsFixed assetsTangible assets 8.71 Long-term loans and advances 2,142.88 Current assetsTrade receivables 60.91 Cash and bank balances 10.22 Short-term loans and advances 0.54 Total (B) 2,223.24

Net Balance (B-A) 2,091.66

As per the provision of the scheme, Net assets of ` 2,091.66 lakhs which were included as a part of the consolidated financial statements for the previous year ended March 31, 2014, has been transferred under the scheme.

Out of which, ` 993.48 lakhs is debited to the Capital Reserve on Consolidation, which was created at the time of acquisition of the remaining 50% stake in Azalia Distribution Private Limited.

Balance of ` 1,098.17 lakhs is debited to the carried forward balance of the statement profit & loss.

47. Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.




85

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Reliance Broadcast Network LimitedRegistered Office: 401, 4th Floor, INFINITI, Oshiwara, Link Road, Andheri (West), Mumbai 400 053 CIN: U64200MH2005PLC158355, Tel: + 91 22 3068 9444 Fax: + 91 22 3988 8927 Website: www.reliancebroadcast.com, E-mail:[email protected]

Broadcast Network

Broadcast Network

ATTENDANCE SLIPANNUAL GENERAL MEETING

PROXY FORM(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)

*DP Id. / Client Id. Name and Address of the registered ShareholderRegd. Folio No.No. of Share(s) held

(* Applicable for members holding share(s) in electronic form)

I/ We hereby record my/our presence at the 11th Annual General Meeting of the Members of Reliance Broadcast Network Limited held on Monday, September 28, 2015 at 10:00 A.M., at Film City Complex, Goregaon (East), Mumbai – 400 065.

Member’s / Proxy’s SignatureNote: Please complete this and hand it over at the entrance of the hall.

TEAR HERE

Name of the Member(s) Registered Address

E-mail Id *DP Id. / Client Id. Regd. Folio No.

(* Applicable for members holding share(s) in electronic form)

I / We, being the member(s) of ……………………………............. shares of the above named company, hereby appoint:

(1) Name: ……………………………......................................... Address: ……………………………………..............................................................................

E-mail Id: ………………………......................................... Signature……………………............................................................... or failing him

(2) Name: ……………………………......................................... Address: ……………………………………..............................................................................

E-mail Id: ………………………......................................... Signature……………………............................................................... or failing him

(3) Name: ……………………………......................................... Address: ……………………………………..............................................................................

E-mail Id: ………………………......................................... Signature……………………............................................................................................

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 11th Annual General Meeting of the Company, to be held on Monday, September 28, 2015, at 10:00 A.M., at Film City Complex, Goregaon (East), Mumbai – 400 065, and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution no. and Matter of Resolution For Against1. To consider and adopt:

a) the audited financial statement of the Company for the financial year ended March 31, 2015 and the reports of the Board of Directors and Auditors thereon, and

b) the audited consolidated financial statement of the Company for the financial year ended March 31, 2015 and the report of the Auditors thereon.

2. To appoint Auditors and to fix their remuneration.3. To appoint Ms Shubhdarshini Ghosh (DIN: 07191985) as Director, liable to retire by rotation.4. To approve Private Placement of Non-Convertible Debentures and/or other Debt Securities.

Signed this ________ day of ___________, 2015.

Signature of the Shareholder(s) Signature of Proxy holder(s)

Note: 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.

Affix Revenue Stamp

Reliance Broadcast Network LimitedRegistered Office: 401, 4th Floor, INFINITI, Oshiwara, Link Road, Andheri (West), Mumbai 400 053 CIN: U64200MH2005PLC158355, Tel: + 91 22 3068 9444 Fax: + 91 22 3988 8927 Website: www.reliancebroadcast.com, E-mail:[email protected]

""

" "

If undelivered please return to:

Karvy Computershare Private Limited (Unit: Reliance Broadcast Network Limited) Karvy Selenium, Tower - B, Plot No. 31 & 32 Survey No. 116/22, 115/24, 15/25, Financial District, Nanakramguda, Hyderabad 500 032, Telangana, India. Toll free no. (India) : 1800 4250 999Tel no. : +91 40 6716 1500Fax no. : +91 40 6716 1791Email ID : [email protected]

Documents

Annual Report 2014-15 - Reliance Broadcast Network. · Annual Report 2014-15 Broadcast Network. Dhirubhai H. Ambani (28th December, 1932 - 6th July, 2002) Reliance Group - Founder