absl fy 2015

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BOARD OF

DIRECTORS REPORT

1ANNUAL REPORT 2014-15

Dear Members,

Your Directors have pleasure in presenting the Eighth Annual Report together with the audited financial statements of Alternate

Brand Solutions (India) Limited [the Company/ ABSL] for the financial year ended March 31, 2015.

1. Financial Highlights

Amount in `

Financial Year

2014-15

Financial Year

2013-2014

Income 1,040,047 2,286,393

Profit before tax & exceptional item 41,713 1,187,329

Tax expense 2,255 (515,923)Profit after tax 39,459 1,703,252

Profit brought forward 997,616 (705,636)

Authorised Capital 20,000,000 20,000,000

Equity (issued, subscribed & paid up share capital) 16,000,000 16,000,000

Transfer to General Reserve

Surplus carried to Balance Sheet 1,037,075 997,616

2. Financial Performance, operations and state of

the Companys affairs

The Company recorded a total income of `1,040,047

during the financial year 2014-15. Profit after Tax stoodat `39,459 for the financial year under review.

There were no material changes and commitments

affecting the financial position of the Company which

have occurred between the end of the financial year of

the Company to which this financial statements relate

and the date of this Report.

3. Dividend

In order to conserve the resources, your Directors do

not recommend any dividend for the financial year 2014

- 2015.

4. Deposits from public

The Company has not accepted any deposits from

public and therefore the details relating the deposits

covered under Chapter V of the Companies Act, 2013

are not required to be furnished.

5. Directors

In accordance with the provisions of the Companies

Act, 2013 read with the applicable rules thereto,

including any statutory modification(s) or re-enactment

thereof for the time being in force (the Act),Mr. Prashant Panday (DIN: 02747925) retires by

rotation at the ensuing Annual General Meeting (AGM)

and being eligible, offers himself for reappointment.

During the financial year under review, Mr. A. P. Parigi

(DIN: 00087586) resigned from the Board of Directorsof the Company due to other pre-occupations. The

Board of Directors places on record their appreciation

for the valuable contribution made by Mr. Parigi to the

Company.

6. Details of the number of meetings of the Board of

Directors

Four Board Meetings were held during the financial year

under review, the dates of which were: May 23, 2014;

August 12, 2014; November 10, 2014 and February 10,

2015.

Details of the attendance at the Board Meetings held

during the financial year under review:

Name of the Directors Attendance at the

Board Meeting

Mr. Prashant Panday 4 of 4

Mr. N. Subramanian 4 of 4

Mr. S. Sivakumar 4 of 4

Mr. A. P. Parigi * 3 of 4

* Mr. A. P. Parigi resigned from the Board of

Directors of the Company effective February 6,

2015.

The Company has not entered into any materially

significant transactions with its Promoters, Directors or

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BOARD OF

DIRECTORS REPORT

2 ANNUAL REPORT 2014-15

Alternate Brand Solutions (India) Limited

their relatives or with the Management, etc. that may

have potential conflict with the interest of the Company

at large.

7. Audit Report

The Audit Report does not contain any qualification,

reservation or adverse remark.

8. Auditors

At the 7thAGM held on August 12, 2014, the Members

had approved the appointment of S. R. Batliboi &

Associates LLP, Chartered Accountants (registration

number- 101049W) as the statutory auditors of the

Company to hold the office from the conclusion of the

7th AGM till the conclusion of the 12th AGM. As per

the provisions of Section 139 of the Act, the Company

shall place the matter relating to such appointment for

ratification by members at every AGM. Accordingly,

the appointment of S. R. Batliboi & Associates LLP,

Chartered Accountants, as the statutory auditors of the

Company is placed for ratification by the members of

the Company.

S. R. Batliboi & Associates LLP have furnished a

certificate in terms of the Companies (Audit and

Auditors) Rules, 2014 and confirmed their eligibility in

terms of Section 141 and all other applicable provisions

of the Act, read with the applicable rules thereto. Other

relevant information has been furnished at Item No. 3

of the Notice convening the AGM.

9. Conservation of energy, Technology absorption

and Foreign exchange earnings and Outgo

Given the nature of the business of the Company, most

of the information required to be provided relating to

the Conservation of energy and Technology absorptionis not applicable.

However the information, as applicable, is given

hereunder:

(i) Conservation of energy:

The operations of the Company are not energy

intensive. Nevertheless, continuous efforts are

being made by the Company to reduce the

wastage of scarce energy resources.

(ii) Technology absorption:

The efforts made towards technology

absorption: Not applicable.

The benefits derived like product

improvement, cost reduction, product

development or import substitution: Not

applicable.

In case of imported technology (imported

during last three years reckoned from

the beginning of the financial year): Not

applicable.

The expenditure incurred on Research &

Development (R & D): Not applicable.

(iii) Foreign exchange earnings and outgo:

The Companys focus is on the opportunities

in the domestic market. The contribution from

exports is, therefore, likely to be limited.

Amount in `

Financial Year

2014-2015

Financial Year

2013-2014

Foreign exchangeearnings

0 0

Foreign exchange outgo 0 0

10. Particulars of Employees

Disclosures pertaining to remuneration and other

details as required under Section 197 of the Act read

with the Rules 5(1), 5(2) and 5(3) of the Companies

(Appointment and Remuneration of Managerial

Personnel) Rules, 2014: Not applicable, since the

Company is not listed on any stock exchanges; there

is no employee on the rolls of the Company duringthe financial year under review and the Directors of

the Company do not receive any remuneration or

commission from the Company.

11. Extract of Annual Return

Extract of Annual Return of the Company as required

under Section 92 of the Act is attached with this Report

in the Form MGT 9.

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BOARD OF

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12. Share Capital

During the financial year under review, the Company

has not issued:

any equity shares with differential rights as to

dividend, voting or otherwise;

any shares to its employees under the Employees

Stock Option Scheme;

any Sweat Equity Shares.

13. Directors Responsibility Statement

Pursuant to the provisions of Section 134 of the Act, the

Directors hereby confirm that:

a) in the preparation of the annual accounts for

the financial year ended on March 31, 2015,

the applicable accounting standards have been

followed and that there are no material departures

from the same;

b) they have selected such accounting policies and

applied them consistently and made judgments

and estimates that are reasonable and prudent so

as to give a true and fair view of the state of affairs

of the Company at the end of the financial yearended on March 31, 2015 and of the profit of the

Company for that period;

c) they have 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;

d) they have prepared the annual accounts on a going

concern basis; and

e) they have devised proper systems to ensurecompliance with the provisions of all applicable

laws and such systems are adequate and operating

effectively.

14. Contracts and arrangements with related parties

During the financial year under review, the Company

has not entered in to any contracts/ arrangements/

transactions with related parties.

15. Particulars of loans given, investment made,

guarantees given and securities provided

The Company has not given any loans, guarantees

under Section 186 of the Act. Particulars of investments

made by the Company during the financial year 2014-

15 are provided in the financial statements. Please refer

to the Note no. 6 to the financial statements for details

of investments made by the Company.

16. Risk Management

The Board of Directors has adopted the Risk

Management Policy coupled with the Enterprise Risk

Management framework and has also established related

procedures to inform the Board Members about the

risk assessment and minimization procedures. Major

risks are identified, adequately mitigated continuouslyand same are reported to the Board of Directors along

with the action taken report. Risk Management Policy

envisages assessment of strategy risk, operational risk,

financial risk, regulatory risk, human resource risk,

technological risk.

Risk Management Policy adopted by the Company

involves identification and prioritization of risk events,

categorization of risks into High, Medium and Low based

on the business impact and likelihood of occurrence of

risks and Risk Mitigation & Control.

Internal Audit is carried out by Vidya & Company,

Chartered Accountants. The Internal Audit report is

presented to the Board of Directors.

17. Internal Financial Controls

The Company has in place adequate internal financial

controls with reference to financial statements. The

Companys internal control systems, including internal

financial controls, are commensurate with the nature

and size of its business and same are adequate and

operating effectively. These systems are periodically

tested and no reportable material weakness in the

design or operation were observed. The Board of

Directors reviews the adequacy and effectiveness of the

Companys internal control system including internal

financial controls.

18. Subsidiary Company

The Company does not have any subsidiary or associate

company or joint venture.

19. Significant or material order

During the financial year under review, no significant

and material orders were passed by the regulators or

courts or tribunals impacting the going concern status

and the Companys operations in future.

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BOARD OF

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20. Disclosure under the Sexual Harassment of

Women at Workplace (Prevention, Prohibition

and Redressal) Act, 2013

During the financial year under review, no complaint

was filed under the Sexual Harassment of Women at

Workplace (Prevention, Prohibition & Redressal) Act,

2013.

21. Acknowledgements

Your Directors take this opportunity to convey their

appreciation to all the members, advertising and

media agencies, dealers, suppliers, bankers, regulatory

and governmental authorities and all other business

associates for their continued support and confidence

in the Company.

For and on behalf of the Board of Directors

sd/-

Prashant Panday

Chairman

(DIN: 02747925)

Mumbai, May 19, 2015

Registered Office:

Alternate Brand Solutions (India) Limited,

CIN: U92190MH2007PLC175549,

4th Floor, A-Wing, Matulya Centre,

Senapati Bapat Marg, Lower Parel (West),

Mumbai - 400 013.

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BOARD OF

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FORM NO. MGT-9 : EXTRACT OF ANNUAL RETURNas on the financial year ended on March 31, 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

I. Registration and other details:

i) CIN : U92190MH2007PLC175549

ii) Registration Date : October 31, 2007

iii) Name of the Company : Alternate Brand Solutions (India) Limited

iv) Category / Sub-Category of the Company : Public Limited Company- limited by shares

v) Address of the Registered office : 4th

Floor, A Wing, Matulya Centre, Senapati Bapat Marg,and contact details Lower Parel (West), Mumbai 400 013, India

Tel: 022 6662 0600. Fax: 022 6661 5030.

vi) Whether listed company Yes / No : No

vii) Name, Address and Contact details of : Not applicable

Registrar and Transfer Agent, if any

II. Principal business activities of the Company:

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

Sl.

No.

Name and Description of main products / services NIC Code of

the Product/

service

% to total

turnover of the

company

1. Event Management 8230 0%

III. Particulars of Holding, Subsidiary and Associate Companies:

Sl.

No.

Name and address of the Company CIN % of

shares held

Holding Company [Section 2(46)]

1 Bennett, Coleman & Company Limited [Ultimate Holding Company]

The Times of India Building, Dr. D. N. Road, Mumbai- 400001.

U22120MH1913PLC000391 0

2 Times Infotainment Media Limited [TIML] [Holding Company of

Entertainment Network (India) Limited]A Wing, Matulya Centre, Senapati Bapat Marg, Lower Parel (West),

Mumbai 400 013, India.

Tel: 022 40983000/ 6662 0600. Fax: 022 6661 5030.

U72900MH2002PLC134966 0

3 Entertainment Network (India) Limited [Holding Company]

A Wing, Matulya Centre, Senapati Bapat Marg, Lower Parel (West),

Mumbai 400 013, India.

Tel: 022 40983000/ 6662 0600. Fax: 022 6661 5030.

L92140MH1999PLC120516 100

Subsidiary and Associate Company:Nil

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BOARD OF

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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 1, 2014)

No. of Shares held at the end of the year

(March 31, 2015)

% Change

during the

yearDemat physical Total % of total

shares

Demat physical Total % of total

shares

A. Promoters

(1) INDIAN

a) Individuals/ HUF 0 0 0 0.00 0 0 0 0.00 0.00

b) Central Government 0 0 0 0.00 0 0 0 0.00 0.00

c) State Government(s) 0 0 0 0.00 0 0 0 0.00 0.00

d) Bodies Corporate 0 1600000 1600000 100.00 0 1600000 0 100.00 0.00

e) Banks / FIII 0 0 0 0.00 0 0 0 0.00 0.00

f) Any Other (specify)

Sub-total (A) (1) 0 1600000 1600000 100.00 0 1600000 0 100.00 0.00

(2) FOREIGN

a) NRIs- Individuals 0 0 0 0.00 0 0 0 0.00 0.00

b) Other Individuals 0 0 0 0.00 0 0 0 0.00 0.00

c) Bodies Corp. 0 0 0 0.00 0 0 0 0.00 0.00

d) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00

e) Any Other .. 0 0 0 0.00 0 0 0 0.00 0.00

Sub-total (A) (2) 0 0 0 0.00 0 0 0 0.00 0.00

Total shareholding of

Promoter

(A) = (A (1)+(A(2)

0 1600000 1600000 100.00 0 1600000 0 100.00 0.00

B. Public Shareholding

(1) Institutions

a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00

b) Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00

c) Central Govt 0 0 0 0.00 0 0 0 0.00 0.00

d) State Govt(s) 0 0 0 0.00 0 0 0 0.00 0.00

e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00

f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00

g) FIIs 0 0 0 0.00 0 0 0 0.00 0.00

h) Foreign Venture Capital

Funds

0 0 0 0.00 0 0 0 0.00 0.00

i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00

Sub-total (B) (1) 0 0 0 0.00 0 0 0 0.00 0.00

(2) Non Institutions

a) Bodies Corp.

i) Indian 0 0 0 0.00 0 0 0 0.00 0.00

ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00

b) Individuals 0 0 0 0 0

i) Individual shareholders

holding nominal share

capital upto `1 lakh

0 0 0 0.00 0 0 0 0.00 0.00

ii) Individual shareholders

holding nominal share

capital in excess of `1 lakh

0 0 0 0.00 0 0 0 0.00 0.00

c) Others (specify) 0 0 0 0.00 0 0 0 0 0

Sub-total (B) (2) 0 0 0 0.00 0 0 0 0.00 0.00

Total Public Shareholding

(B)=(B)(1)+ (B)(2)

0 0 0 0.00 0 0 0 0.00 0.00

C. Shares held by Custodianfor GDRs & ADRs

0 0 0 0.00 0 0 0 0.00 0.00

Grand Total (A+B+C) 0 1600000 1600000 100.00 0 1600000 0 100.00 0.00

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ii) Shareholding of Promoters

Sl.

No

Shareholders Name Shareholding at the beginning

of the year (April 1, 2014)

Shareholding at the end of the year

(March 31, 2015)

%

change in

shareholding

during the

year

No. of

shares

% of total

Shares of

the

company

% of Shares

Pledged /

encumbe

red to total

shares

No. of

shares

% of total

Shares of

the

company

% of Shares

Pledged /

encumbe red

to total shares

1 Entertainment Network (India)

Limited [including 6 shares held

jointly with the Nominees)

1600000 100 Nil 1600000 100 Nil Nil

Total 1600000 100 Nil 1600000 100 Nil Nil

iii) Change in Promoters Shareholding (please specify, if there is no change): There is no change in the

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

and ADRs): Not applicable, since the Company is a 100% subsidiary of Entertainment Network (India) Limited.

v) Shareholding of Directors and Key Managerial Personnel:

Sl.

No

Name Shareholding at the

beginning of the year

Cumulative Shareholding

during the year

No. of

shares

% of total shares

of the company

No. of

shares

% of total shares

of the company

1 Mr. S. Sivakumar, Director [holding share as a nominee and jointly

with the holding company. This holding is already included in the

Promoters shareholding]

At the beginning of the year (April 1, 2014) 1 0.00

Date wise Increase / Decrease in Share holding during the year: Nil movement during the year

At the end of the year (March 31, 2015) 1 0.00 1 0.00

2 Mr. Prashant Panday, Director [holding share as a nominee and jointly




Date wise Increase / Decrease in S hare holding during the year: Nil movement during the year


3 Mr. N. Subramanian, Director [holding share as a nominee and jointly




Date wise Increase / Decrease in Share holding during the year: Nil movement during the year


V. IndebtednessIndebtedness of the Company including interest outstanding/accrued but not due for payment

Secured

Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 0 0 0 0

ii) Interest due but not paid 0 0 0 0

iii)Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 0 0 0 0

Change in Indebtedness during the financial year

Addition 0 0 0 0 Reduction 0 0 0 0

Net Change 0 0 0 0

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BOARD OF

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Secured

Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the end of the financial year

i) Principal Amount 0 0 0 0

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 0 0 0 0

VI. Remuneration of Directors and Key Managerial PersonnelThe Directors of the Company do not receive any remuneration or commission from the Company.

The Company does not have any Key Managerial Personnel.

VII. Penalties / Punishment/ Compounding of Offences :

Type Section of the

Companies Act

Brief

Description

Details of Penalty /

Punishment /

Compounding fees

imposed

Authority

[RD / NCLT /

COURT]

Appeal made,

if any

(give details)

A) Company

Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil

B) Directors




C) Other officers in default




For and on behalf of the Board of Directors

sd/-

Prashant Panday

Chairman

(DIN: 02747925)

Mumbai, May 19, 2015

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To the Members of Alternate Brand Solutions (India) Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Alternate Brand Solutions (India) Limited (the Company), which

comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then

ended, and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

The Companys 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 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 the

design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the

accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements

that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the

provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards

on Auditing, issued by the Institute of Chartered Accountants of India, as specified under Section 143(10) of the Act. Those

Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance

about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.

The procedures selected depend on the auditors 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 Companys 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 effectiveness

of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness

of the accounting estimates made by the Companys 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 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 March 31, 2015, its profit, and its cash flows

for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2015 (the Order) issued by the Central Government of India

in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified inparagraphs 3 and 4 of the Order.

INDEPENDENTAUDITORS REPORT

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief

were necessary for the 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 it appears from

our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss, and 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) Rules, 2014;

(e) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by

the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director

in terms of section 164 (2) of the Act; and

(f) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies

(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations

given to us:

i. The Company does not have any pending litigations which would impact its financial position;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any

material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund

by the Company.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W

per Govind Ahuja

Place of Signature: Mumbai Partner

Date: May 19, 2015 Membership Number: 48966

INDEPENDENTAUDITORS REPORT

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Referred to in Paragraph 1 under the heading Report on other legal and regulatory requirements of our report

of even date

(i) The Company does not have any fixed assets and, accordingly, the requirements under paragraph 3(i) of the Order are

not applicable to the Company.

(ii) The Companys business does not involve inventories and, accordingly, the requirements under paragraph 3(ii) of the

Order are not applicable to the Company.

(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured

to companies, firms or other parties covered in the register maintained under section 189 of the Act. Accordingly, the

provisions of clause 3 (iii) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, the Company has not rendered any servicesduring the year. The activities of the Company do not involve purchase of inventory and fixed assets and the sale of goods.

(v) The Company has not accepted any deposits from the public.

(vi) To the best of our knowledge and as explained, the Central Government has not specified the maintenance of cost records

under clause 148 (1) of the Act, for the services of the Company.

(vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including income-tax,

wealth-tax, service tax, cess and other material statutory dues applicable to it. The provisions relating to provident

fund, employees state insurance, sales-tax, customs duty, excise duty and value added tax are not applicable to the

Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax,

wealth-tax, service tax, cess and other material statutory dues were outstanding, at the year end, for a period of

more than six months from the date they became payable. The provisions relating to provident fund, employees

state insurance, sales-tax, customs duty, excise duty and value added tax are not applicable to the Company.(c) According to the information and explanation given to us, there are no dues of income tax, wealth tax, service tax

and cess which have not been deposited on account of any dispute. The provisions relating to sales-tax, customs duty,

excise duty and value added tax are not applicable to the Company.

(d) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by

the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made

thereunder.

(viii) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current

and immediately preceding financial year.

(ix) The Company has not issued any debentures or availed any loan from financial institutions or banks. Therefore, the

provisions of clause 3(ix) of the Order are not applicable to the Company.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by

others from bank or financial institutions.

(xi) The Company did not have any term loans outstanding during the year.

(xii) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements

and as per the information and explanations given by the management, we report that no fraud on or by the Company has

been noticed or reported during the year.

For S.R. Batliboi & Associates LLP


ICAI Firm Registration Number: 101049W

per Govind Ahuja

Place of Signature: Mumbai Partner

Date: May 19, 2015 Membership Number: 48966

Annexure to theIndependentAuditors Report

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BALANCESHEET

as atMarch 31, 2015

Notes Figures as at

March 31, 2015

`

Figures as at

March 31, 2014

`

EQUITY AND LIABILITIES

Shareholders' funds

Share capital 2 16,000,000 16,000,000

Reserves and surplus 3 55,141,085 55,101,626

Current liabilities

Trade payables 4 421,075 557,239

Other current liabilities 5 53,435

TOTAL 71,562,160 71,712,300

ASSETS

Non-current assets

Non-current investments 6 65,754,539 59,142,314

Long-term loans and advances 7 4,865,295 6,605,456

Current assets

Cash and bank balances 8 468,984 367,505

Short-term loans and advances 9 473,342 5,597,025

TOTAL 71,562,160 71,712,300

NOTES FORMING PART OF THE FINANCIAL STATEMENTS 1-18

As per our report of even date.

ForS.R. Batliboi & Associates LLP For and on behalf of the Board of Directors

Firm Registration No. 101049W


Govind Ahuja Prashant Panday N. SubramanianPartner Chairman Director

Membership No. 48966 DIN: 02747925 DIN: 03083775

Mumbai

Dated: May 19, 2015

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Notes 2014-2015

`

2013-2014

`

Other income 10 1,040,047 2,286,393

Total revenue 1,040,047 2,286,393

Expenses:

Other expenses 11 903,939 987,296

Finance cost 12 94,395 111,768

Total expenses 998,334 1,099,064

Profit before taxation 41,713 1,187,329

Tax expense: (Refer Note 1(vii))

Current tax 9,200 226,246

Minimum alternate tax credit entitlement (6,946) (183,753)

Tax write backs for earlier years (558,416)

Profit for the year 39,459 1,703,252

Earnings per equity share [nominal value per share:

`10 (2013-14: `10)] (Refer Notes 1(vi))

17

Basic 0.02 1.06

Diluted 0.02 1.06

NOTES FORMING PART OF THE FINANCIAL STATEMENTS 1-18





Govind Ahuja Prashant Panday N. SubramanianPartner Chairman Director


Mumbai

Dated: May 19, 2015

STATEMENT OF PROFIT& LOSS

for the year endedMarch 31, 2015

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CASH FLOWStatement

for the year endedMarch 31, 2015

2014-2015

`

2013-2014

`

A) CASH FLOW FROM OPERATING ACTIVITIES :

Profit before taxation 41,713 1,187,329

Adjustments for :

Interest income (1,027,822) (2,254,607)

Interest expense 94,395 111,768

Profit on sale of current investments (net) (31,786)

Profit on sale of non-current investments (net) (12,225)

Bad Debts written off 577,824

Operating (loss) before working capital changes (326,115) (987,296)

Adjustments for changes in working capital :

(Decrease) in trade payables (136,164) (490,866)

(Decrease) / Increase in other current liabilities (53,435) 5,963

Cash (used in) operations (515,714) (1,472,199)

Income tax refund (net) 6,283,766 17,282,867

Net cash generated from Operating Activities (A) 5,768,052 15,810,668

B) CASH FLOW FROM INVESTING ACTIVITIES :

Interest received 1,027,822 2,254,607

Purchase of non-current investments (7,100,000) (19,350,000)

Proceeds from sale of current investments 1,100,000Proceeds from sale of non-current investments 500,000

Net cash (used in) Investing Activities (B) (5,572,178) (15,995,393)

C) CASH FLOW FROM FINANCING ACTIVITIES :

Interest paid (94,395) (111,768)

Net cash (used in) Financing Activities (C) (94,395) (111,768)

Net Increase / (Decrease) in Cash and Cash Equivalents (A)+(B)+(C) 101,479 (296,493)

Cash and Cash Equivalents as at the beginning of the year 367,505 663,998

Cash and Cash Equivalents as at the end of the year 468,984 367,505

101,479 (296,493)

NOTES ON CASH FLOW STATEMENT :

1 Cash and cash equivalents at the end of the year as per Balance Sheet 468,984 367,505

(Refer Notes 1 (v) and 8 in the financial statements). 468,984 367,505

2 Previous years figures have been regrouped and rearranged wherever

necessary.





Govind Ahuja Prashant Panday N. Subramanian

Partner Chairman Director


Mumbai

Dated: May 19, 2015

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NOTESforming part of theFinancial Statements


1. Significant accounting policies

i. Basis of Accounting

The financial statements have been prepared in accordance with the generally accepted accounting principles in India

under the historical cost convention on an accrual basis. The financial statements comply in all material respects with

the accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of

the Companies (Accounts) Rules 2014. The accounting policies have been consistently applied by the Company and

are consistent with those followed in the previous year.

ii. Use of Estimates

The preparation of financial statements in accordance with the generally accepted accounting principles requires

Management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent liabilities as at the date of the financial statements and the reported amounts of revenues

and expenses during the reporting period. Actual results could differ from these estimates. Any revision to such

accounting estimates is recognised prospectively in the accounting period in which such revision takes place except

where otherwise noted.

iii. Revenue Recognition

a. Other Income

i. Dividend income on mutual fund units is accounted for when the right to receive the dividend is established

by the balance sheet date.

ii. Interest income is recognised on a time proportionate basis taking into account the amount outstanding

and the rate applicable.

iii. Profit on sale of units of mutual funds is recognised at the time of redemption and is determined as the

difference between the redemption price and the carrying value.

iv. Investments

Investments that are intended to be held for not more than a year from the date of investment are classified as current

investments. All other investments are termed as long term investments. The portion of long term investments which

is expected to be realized within twelve months from the balance sheet date are classified as current investments.

Current investments are carried at cost or fair value, whichever is lower. Long term investments are stated at cost.

However, provision for diminution in value is made to recognise a decline other than temporary in the value of the

long term investments.

v. Cash and Cash EquivalentsIn the Cash Flow Statement, cash and cash equivalents include cash in hand, demand deposits with banks, other

short-term highly liquid investments with original maturities of three months or less.

vi. Earnings Per Share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity

shareholders by the weighted average number of equity shares outstanding during the period. Earnings considered in

ascertaining the Companys earnings per share is the net profit for the period after deducting preference dividends

and any attributable tax thereto for the period. The weighted average number of equity shares outstanding during

the period and for all periods presented is adjusted for events, (such as bonus shares) other than the conversion of

potential equity shares that have changed the number of equity shares outstanding without a corresponding change in

resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable

to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for

the effects of all dilutive potential equity shares.

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vii. Income Taxes

Tax expense comprises current and deferred tax. Current income tax and deferred tax are measured based on the

amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961. Current tax assets

and liabilities are offset when there is a legally enforceable right to set off the recognized amounts and there is an

intention to settle the asset and the liability on a net basis.

Minimum Alternate Tax (MAT) paid in accordance with tax laws which give rise to future economic benefits in the

form of adjustment to future income tax liability is considered as an asset if there is convincing evidence that the

Company will pay normal tax in future. Accordingly, MAT is recognised as an asset in the balance sheet when it is

probable that the future economic benefit associated with it will flow to the Company and the asset can be measured

reliably.

Deferred tax is recognised, subject to the consideration of prudence, on timing differences, being the difference

between taxable income and accounting income that originate in one period and are capable of reversal in one or

more subsequent periods. Deferred tax assets are recognised only to the extent that there is reasonable certainty

that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred

tax assets and l iabilities are measured using the tax rates that have been enacted or substantively enacted by the

balance sheet date.

viii. Provisions and Contingent Liabilities

The Company recognises a provision when there is a present obligation as a result of a past event that probably

requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. Provisions

are not discounted to its present date value and are determined based on best estimates of the amount required to

settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect

the current best estimates.

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 embodying economic benefit. Where there is a possible obligation

or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made.

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Figures as at

March 31, 2015

`

Figures as at

March 31, 2014

`

NOTE 2 : SHARE CAPITAL

Authorised Capital

2,000,000 (Previous Year : 2,000,000) Equity shares of Rupees 10 each 20,000,000 20,000,000

Issued and Subscribed

1,600,000 (Previous Year : 1,600,000) Equity shares of `10 each fully paid-up 16,000,000 16,000,000

16,000,000 16,000,000

Notes:(a) Terms attached to equity shares

The Company has only one class of equity shares. Each shareholder is eligible

for one vote per share held. The par value per share is `10.

(b) Shares held by Holding company Shares (nos.) Shares (nos.)

Equity shares of `10 each held by Entertainment Network (India) Limited, the

Holding Company and its nominees.

1,600,000 1,600,000

(c) Details of shares held by shareholders holding more than 5% of the

aggregate shares in the Company

Shares (nos.)

(in %)

Shares (nos.)

(in %)

Entertainment Network (India) Limited, the Holding Company and its

nominees.

1,600,000

(100 %)

1,600,000

(100 %)

NOTE 3: RESERVES AND SURPLUS

Securities Premium Account 54,104,010 54,104,010

Surplus in Statement of Profit and Loss

Balance as at the beginning of the year 997,616 (705,636)

Add: Profit for the year 39,459 1,703,252

Balance as at the end of the year 1,037,075 997,616

55,141,085 55,101,626

NOTE 4 : TRADE PAYABLES

Trade Payables (Refer Note 13) 421,075 557,239

421,075 557,239

NOTE 5 : OTHER CURRENT LIABILITIES

Other payables

Statutory dues 53,435

53,435

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Figures as at

March 31, 2015

Figures as at

March 31, 2014

Units ` Units `

NOTE 6 : INVESTMENTS

Non-Current investments (Refer Note 1(iv))

Non-Trade, Non-Current (Unquoted - Mutual Funds) at

cost

Reliance Liquid Fund - Treasury Plan - Growth Plan - Growth

Option - LFIG, of `1,000 each

9,533 26,884,863 9,533 26,884,863

Reliance Liquid Fund - Treasury Plan - Direct - Growth Plan -

Growth Option of `1,000 each

2,903 9,168,844 832 2,556,619

Reliance Money Manager Fund - Growth Plan - Growth Option

- LPIG, of `1,000 each

5,113 7,700,832 5,113 7,700,832

Reliance Medium Term Fund - Growth Plan - Growth Option -

IPGP, of `10 each

965,065 22,000,000 965,065 22,000,000

65,754,539 59,142,314

Note: Aggregate market value of unquoted mutual fund units held by the Company based on the NAV declared on the balance

sheet date by the mutual fund is `80,042,217 (Previous Year : `66,934,935).

Figures as at

March 31, 2015

`

Figures as at

March 31, 2014

`

NOTE 7 : LONG-TERM LOANS AND ADVANCES

(Unsecured considered good unless otherwise stated)

Other long term loans and advances

Minimum alternate tax credit entitlement 2,800,358 2,793,413

Advance tax and tax deducted at source [Net of provision of `1,228,376

(Previous Year : `1,002,130)]

2,064,937 3,812,043

4,865,295 6,605,456

NOTE 8 : CASH AND BANK BALANCES

Cash and cash equivalents:

Balance with banks:Current Accounts 468,984 367,505

468,984 367,505

NOTE 9 : SHORT-TERM LOANS AND ADVANCES

(Unsecured considered good unless otherwise stated)

Advance tax and tax deducted at source [Net of provision of `9,200

(Previous Year : `804,983)]

473,342 5,597,025

473,342 5,597,025

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2014-2015

`

2014-2015

`

NOTE 10 : OTHER INCOME

Interest income (Refer Note 1(iii)(a)(ii))

On income-tax refund 1,027,822 2,254,607

Profit on sale of current investments (net) (Refer Note 1(iii)(a)(iii)) 31,786

Profit on sale of non-current investments (net) (Refer Note 1(iii)(a)(iii)) 12,225

1,040,047 2,286,393

NOTE 11 : OTHER EXPENSES

Rates and taxes 12,104 67,881Legal and professional fees 198,455 514,199

Payment to Auditors

As Auditors:

Audit fees 112,360 400,000

Reimbursement of expenses 1,213 2,629

Bad Debts written off 577,824

Miscellaneous expenses 1,983 2,587

903,939 987,296

NOTE 12 : FINANCE COST

Interest Expense:On others 94,395 111,768

94,395 111,768

13. Trade payables

There are no Micro, Small and Medium Enterprises, to whom the Company owes dues. This information, as required to

be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determined to the extent

such parties have been identified on the basis of information available with the Company.

14. The Company did not have any employees during the current year and the previous year. Hence, the disclosures relating

to Defined Contribution Plans and Defined Benefit Plans are not applicable.

Amounts recognised for Defined Benefit Plans in current year and previous four years(`)

March 31,

2015

March 31,

2014

March 31,

2013

March 31,

2012

March 31,

2011

Defined Benefit Obligation 105,569 1,000,708

Surplus / (Deficit) (105,569) (1,000,708)

Experience Adjustment on Plan Liabilities

(Gain) / Loss (646,697) 618,396

15. Segment Information

The company is exploring potential new business opportunities and does not have any business or reporting segment for

the year.

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16. Related Party Disclosures as required under Accounting Standard 18 Related Party Disclosures are

given below:

i. Parties where control exists

Bennett, Coleman & Company Limited (BCCL) Ultimate Holding Company *

Times Infotainment Media Limited (TIML) Holding Company of Entertainment Network (India) Limited *

Entertainment Network (India) Limited (ENIL) Holding Company *

* There are no transactions during the year.

17. Earnings Per Share (Basic and Diluted)

The number of shares used in computing Basic Earnings Per Share (EPS) is the weighted average number of shares

outstanding during the year.

2014-2015 2013-2014

Profit for the year (`) (A) 39,459 1,703,252

Weighted average number of equity shares (B) 1,600,000 1,600,000

Earnings per share basic and diluted (`) (A/B) 0.02 1.06

Nominal value of an equity share (`) 10.00 10.00

18. The previous year figures have been reclassified to conform to this years classification. Previous years figures have been

audited by M/s. Price Waterhouse & Co., Bangalore.

Signatures to Notes 1 to 18 forming part of the financial statements.





Govind Ahuja Prashant Panday N. Subramanian

Partner Chairman Director


Mumbai

Dated: May 19, 2015

absl fy 2015

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