|
To
The Members,
SRI ADHIKARI BROTHERS TELEVISION NETWORK LIMITED
Your Board of Directors is delighted to present the 30th
Annual Report of our eminent Company, along with the Financial Statements for the
financial year ending on 31st March 2025, in compliance with the provisions of
the Companies Act, 2013, the rules and regulations framed thereunder ("Act") and
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations 2015 ("Listing Regulations").
¦ FINANCIAL HIGHLIGHTS:
(Rs. in Lakhs except EPS'
Particulars |
Standalone |
Consolidated |
| Year ended March 31, 2025 |
Year ended March 31, 2024 |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
1 Revenue from operations |
601.34 |
150.00 |
610.52 |
276.00 |
2 Other income |
13.27 |
28.79 |
28.90 |
49.90 |
3 Profit/(loss) before
Depreciation & Amortization Expenses, Finance Cost |
68.60 |
(286.56) |
65.92 |
(236.01) |
4 Less: Depreciation and
Amortization Expenses |
14.84 |
1,873.12 |
14.84 |
1,873.12 |
5 Less: Finance Cost |
6.31 |
0.52 |
6.36 |
0.52 |
6. Total Expenses |
567.16 |
2,338.99 |
594.70 |
2,435.55 |
7 Profit/ (Loss) before Tax |
(2,236.83) |
(2,160.20) |
(2,239.56) |
(2,109.65) |
8 Less: Tax Expenses |
- |
- |
- |
- |
Current Tax |
- |
- |
- |
13.15 |
MAT Credit Entitlement |
- |
- |
- |
- |
Deferred Tax |
- |
- |
- |
- |
Short / Excess income tax of
previous years |
- |
- |
(0.57) |
12.13 |
9 Profit/ (Loss) after tax |
(2,236.83) |
(2,160.20) |
(2,238.99) |
(2,134.93) |
10 Less: Share of Minority
Interest |
- |
- |
0.72 |
8.35 |
11 Add: Share of Profit/(Loss)
in Associate |
- |
- |
- |
- |
12 Other Comprehensive Income |
- |
- |
- |
- |
13 Total Comprehensive Income
for the period |
(2,236.83) |
(2,160.20) |
(2,238.27) |
(2,126.58) |
14 Earnings per Share Basic
Diluted |
(8.82) |
(8.51) |
(8.82) |
(8.41) |
The Audited (Standalone & Consolidated) Financial Statements of the
Company for the Financial Year ended March 31,2025, have been prepared in accordance with
the Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the
Companies Act, 2013 read with relevant rules issued thereunder and other accounting
principles generally accepted in India.
The comments of the Board of Directors ("the Board") of the
Company on the financial performance of the Company along with the state of Company?s
affairs have been provided under the Management Discussion and Analysis Report which forms
part of this Annual Report.
The previous year figures have been
re-grouped/re-arranged/re-classified/reworked wherever necessary to confirm the current
year accounting treatment.
¦ REVIEW OF OPERATIONS & STATE OF COMPANY?S AFFAIRS:
The Company operates in a Single segment i.e. Content Production and
Distribution.
During the year under review, the total revenue from the operations was
INR 601.34 Lakhs. During the year, the Company recorded a loss before tax of INR
(2,236.83) Lakh as against loss before tax of INR (2,160.20) Lakh in the previous
financial year. The loss after tax was INR (2,236.83) Lakh during financial year 2024-25
as against a loss after tax of INR (2,160.20) Lakh in the previous financial year.
The total comprehensive income is negative of INR (2,236.83) Lakh
during the financial year 2024-25 as against negative of INR (2,160.20) Lakh in the
previous financial year.
The Board is pleased to report that the Resolution Plan for Sri
Adhikari Brothers Television Network Limited, as approved by the Hon?ble National
Company Law Tribunal (NCLT), Mumbai Bench, vide its order dated 8th December
2023, has been successfully implemented on 27th May 2025, significantly ahead
of the stipulated timeline. The said Resolution Plan was jointly submitted by (1) M/s. Sab
Events & Governance Now Media Limited, (2) M/s. Marvel Media Private Limited, (3) Mr.
Ravi Adhikari and (4) Mr. Kailasnath Adhikari (hereinafter referred to as "Resolution
Applicants"). This early and successful implementation reflects collective
commitment, coordination, and timely execution by all stakeholders involved, thereby
marking a significant milestone in the Company?s restructuring journey. The Company
has made requisite disclosures in this regard in compliance with Regulation 30 read with
Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
¦ CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the provisions of the Companies Act, 2013, the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and the applicable Accounting Standards issued by the Institute of
Chartered Accountants of India, the Consolidated Financial Statements of the Company form
an integral part of this Annual Report. The audited standalone and consolidated financial
statements, together with the relevant information and the audited financial statements of
the subsidiary, are available on the Company?s website and can be accessed at: https://www.adhikaribrothers.com/ financials.
Further, these documents are also available for inspection by the Members at the
Registered Office of the Company during business hours on all working days (excluding
Saturdays, Sundays, and National Holidays) up to the date of the 30th Annual
General Meeting of the Company.
¦ INDIAN ACCOUNTING STANDARDS:
The financial statements of the Company for the financial year ended 31st
March 2025 have been prepared in accordance with the Indian Accounting Standards (IND AS)
prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with
relevant rules issued thereunder and other accounting principles generally accepted in
India. This adherence underscores the Company?s commitment to transparent and
accurate financial reporting, ensuring reliability and consistency in disclosures.
¦ SHARE CAPITAL:
The Company?s authorized share capital is Rs. 48,50,00,000,
comprising of Rs. 46,10,00,000/- (Indian Rupees Forty-Six Crores Ten Lacs only) divided
into 4,61,00,000 Equity Shares of Rs. 10/- each and Rs. 2,40,00,000/- (Indian Rupees Two
Crores Forty Lacs only) divided into 24,00,000 Redeemable Preference Shares of Rs. 10/-
each.
The Company vide its EGM held on July 14, 2025, increased its
Authorized Share Capital of the Company from Rs. 48,50,00,000/- (Rupees Forty-Eight Crores
Fifty Lakhs Only) comprising of Rs. 46,10,00,000/- (Rupees Forty-Six Crores Ten Lakhs
Only) divided into 4,61,00,000 Equity Shares of Rs.10/- each and Rs. 2,40,00,000/- (Rupees
Two Crore Forty Lakhs Only) divided into 24,00,000 Redeemable Preference Shares of Rs.
10/- each to Rs. 111,00,00,000/- (Rupees One Hundred Eleven Crores Only) comprising of Rs.
1,08,60,00,000/- (Rupees One Hundred Eight Crores Sixty Lakhs Only) divided into
10,86,00,000 Equity Shares of Rs. 10/- each and Rs. 2,40,00,000/- (Rupees Two Crore Forty
Lakhs Only) divided into 24,00,000 Redeemable Preference Shares of Rs. 10/- each
Further, as on March 31, 2025, there was no change in the paid-up share
capital of the Company. The issued, subscribed and paid-up share capital of the Company as
on March 31, 2025, was Rs. 2,53,73,056 Equity shares of Rs. 25,37,30,560/- (Indian Rupees
Twenty-Five Crore Thirty-Seven Lakh Thirty Thousand Five Hundred Sixty).
The Company had approved the issue of 1,50,00,000 Equity Shares on a
preferential basis by way of special resolution, along with the issue of 6,80,20,000
Convertible Warrants on a preferential basis. The Company is currently in the process of
obtaining in-principle approval from the Stock Exchanges where the proposed securities are
to be listed.
¦ ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY,
EMPLOYEE STOCK OPTION:
During the period under consideration, the Company has not issued
equity shares with differential rights as to dividend, voting or otherwise or sweat equity
shares and has not granted any stock options.
¦ CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:
There was no change in the nature of business during the financial year
under review.
¦ TRANSFER TO RESERVES:
In view of the losses incurred during the year under review, no amount
has been transferred to reserves.
¦ DIVIDEND:
In view of the net loss incurred by the Company for the financial year
ended 31st March 2025, coupled with the accumulated losses of previous
financial years, the Board of Directors has not recommended any dividend for the year
under review, to preserve the financial resources of the Company.
As per Regulation 43A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, listed entities falling within the top 1000 companies by
market capitalization, as mandated by the regulatory authorities, the Company is required
to adopt a Dividend Distribution Policy. As on 31st December 2024 the market
capitalization of the Company was falling within top 1000 companies and accordingly,
Dividend Distribution Policy was adopted by the Board of Directors at their Meeting held
on 31st March, 2025 The Dividend Distribution Policy adopted by the Company can be
accessed on the Company?s website at https://www.adhikaribrothers.com/pdf-2025/DIVIDEND%20DISTRIBUTION%20POLICY_Annexure%20B.pdf
¦ CREDIT RATING:
During the reporting period, there was no credit rating revised and no
new credit rating has been obtained by the Company.
¦ INVESTOR EDUCATION AND PROTECTION FUND:
In terms of the provisions of Section 125 of the Companies Act, 2013
read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, the unclaimed/unpaid dividend amount for the financial year
2016-17 along with the shares on which Dividend remained unclaimed/unpaid for a period of
seven consecutive years was due to be transferred to the Investor Education and Protection
Fund (IEPF). The details of unclaimed/ unpaid dividends have been uploaded on the website
of the Company at https://www.adhikaribrothers.com/general-info .
¦ PUBLIC DEPOSITS:
During the Financial Year under review, the Company has not accepted
any amount falling within the purview of provisions of Sections 73 and 76 of the Act read
with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for
furnishing of details relating to deposits covered under Chapter V of the Act or the
details of deposits which are not in compliance with Chapter V of the Act is not
applicable.
¦ DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
The Board as on March 31, 2025, comprises 8 (Eight) Directors out of
which 5 (Five) are Independent Directors whereas 2 (Three) are Non-Executive Non
Independent Directors and 1 (One) Executive Director. The composition of the Board of
Directors is as follows:
Sr. Name No. |
Designation |
1 Mr. Ravi Gautam Adhikari |
Chairman |
2 Mr. Kailasnath Markand
Adhikari |
Managing Director |
3 Mr. Ganesh Prasad Raut |
Independent Director |
4 Mr. M. Soundarapandian |
Independent Director |
5 Mr. Umakanth Bhyravajoshyulu |
Independent Director |
6 Ms. Latasha L. Jadhav |
Non-Executive -
Non-Independent Director |
7 Mr. Pritesh Rajgor |
Independent Director |
8 Ms. Neha Vinod Kothari |
Independent Director |
The Board of Directors, at its meeting held on 21st March 2024,
based on the recommendation of the Nomination and Remuneration Committee and pursuant to
the provisions of Section 161(1) of the Companies Act, 2013, read with the Articles of
Association of the Company, approved the appointment of Mr. Pritesh Rajgor as an
Additional Independent Director with immediate effect. His appointment was subsequently
regularized as an Independent Director by the Shareholders through postal ballot on 19th
June 2024.
Mr. Markand Adhikari resigned from the post of Chairman &
Managing Director w.e.f. August 14, 2024,
Mr. Kailasnath Adhikari was appointed as an Additional Director
and designated as Managing Director for a term of five (5) years w.e.f. August 14, 2024
and was regularized by the Shareholders at the 29th (Twenty-Ninth) Annual General Meeting
held on Monday, 16th September 2024.
Mr. Ravi Adhikari was appointed as an Additional Director
(Non-Executive) and designated as the Chairman of the Company w.e.f. August 14, 2024 and
was regularized by the Shareholders at the 29th (Twenty-Ninth) Annual General Meeting held
on Monday, 16th September 2024.
Ms. Neha Vinod Kothari was appointed as an Additional
Independent Woman Director w.e.f. March 31, 2025 and was regularized as Independent
Director vide Postal Ballot held on June 27, 2025.
Key Managerial Personnel (KMP):
Pursuant to the provisions of Section 203 of the Act, the following are
the Key Managerial Personnel of the Company as on March 31,2025:
Sr. No. Name |
Designation |
1. Mr. Kailasnath Markand
Adhikari |
Managing Director |
2. Mr. Suresh Khilari |
Chief Financial Officer |
3. Mr. Hanuman Govind Patel |
Company Secretary and
Compliance Officer |
Mr. Hanuman Patel was appointed as Company Secretary &
Compliance Officer of the Company w.e.f. April 01,2024, and he resigned with effect from
the closing hours of March 31,2025.
Ms. Bhawna Saunkhiya was appointed as Company Secretary &
Compliance Officer of the Company with effect from June 14, 2025.
Retirement By Rotation & Subsequent Reappointment:
In accordance with the provisions of Section 152 & other applicable
provisions if any of the Companies Act, 2013 read with Companies (Appointment and
Qualification of Directors) Rules 2014 (including any statutory modification(s) or
reenactments( s) thereof for the time being in force) and the Articles of Association of
the Company, Mr. Ravi Gautam Adhikari (DIN: 02715055), Non-Executive Director of the
Company, retires by rotation at the ensuing Annual General Meeting and being eligible,
offered himself for re-appointment.
The Nomination and Remuneration Committee and Board have recommended
his re-appointment as Non-Executive Director of the Company for approval of Shareholders
at the ensuing Annual General Meeting of the Company.
Declaration from Independent Directors:
The Company has received declarations from all Independent Directors of
the Company confirming that they meet the criteria of independence as prescribed under
Section 149(6) of the Act and under Regulation 16(1)(b) of Listing Regulations. There has
been no change in the circumstances affecting their status as Independent Directors of the
Company and the Board is satisfied with the integrity, expertise and experience (including
proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all
Independent Directors on the Board.
Remuneration to Non-Executive Directors:
During the Financial Year under review, the Non-Executive Directors of
the Company had no pecuniary relationship or transactions with the Company, other than
sitting fees and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Board/Committees of the Company.
¦ BOARD DIVERSITY:
The Company recognizes and embraces the importance of a diverse Board
in its success. The Board has adopted the Board Diversity Policy which sets out the
approach to the diversity of the Board of Directors. The said Policy is available on your
Company?s website.
¦ DIRECTORS? RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act,
the Board of Directors, to the best of their knowledge and ability, confirms that:
a. in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any;
b. the directors 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 Year and of the loss of the Company for that period;
c. the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. the directors have prepared the annual accounts on a going concern
basis;
e. the directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
f. the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
¦ ANNUAL EVALUATION OF PERFORMANCE BY THE BOARD, ITS COMMITTEES,
AND OF INDIVIDUAL DIRECTORS:
Pursuant to the applicable provisions of the Act read with Schedule IV
to the Act and the Listing Regulations, the Board of Directors has put in place a process
to formally evaluate the effectiveness of the Board along with performance evaluation of
each Director to be carried out on an annual basis. The criteria devised for performance
evaluation of each Director consists of maintaining confidentiality, maintaining
transparency, participation in company meetings, monitoring compliances, sharing knowledge
and experience for the benefit of the Company.
The Independent Directors met on March 10, 2025, without the presence
of other Directors or members of Management. In the meeting, the Independent Directors
reviewed performance of Non-Independent Directors, the Board as a whole and Chairman. They
assessed the quality, quantity and timeliness of flow of information between the Company
Management and the Board. The Independent Directors expressed satisfaction over the
performance and effectiveness of the Board, individual Non-Independent Directors and the
Chairman.
During the Financial Year under review, the NRC reviewed the
performance of all the Executive and Non-Executive Directors.
A formal performance evaluation was also carried out by the Board of
Directors held on March 10, 2025, where the Board made an annual evaluation of its own
performance, the performance of directors individually as well as the evaluation of the
working of its various Committees for the Financial Year 2024-25 on the basis of a
structured questionnaire on performance criteria. The Board expressed its satisfaction
with the evaluation process.
¦ MEETINGS OF THE BOARD OF DIRECTORS:
The Board met on various occasions to discuss and decide on affairs,
operations of the Company and to supervise and control the activities of the Company.
During the Financial Year under review, the Board met 7 (Seven) times. The details of the
composition of the Board, Meetings and the attendance of the Directors at the meetings are
provided in the Report on Corporate Governance, forming part of this Report. The
intervening gap between the two consecutive Board meetings did not exceed the period
prescribed by the Act, Listing Regulations, Secretarial Standard on Board Meetings (SS-1)
issued by the Institute of Company Secretaries of India ("ICSI").
¦ COMMITTEES OF THE BOARD:
In compliance with the requirements of the relevant provisions of
applicable laws and statutes, as on March 31,2025, the Company had 4 (Four) committees of
the Board viz.:
Audit Committee;
Nomination & Remuneration Committee;
Stakeholders? Relationship Committee; and
Risk Management Committee
The details of the Committees, along with their composition, number of
meetings held, and attendance of the members are provided in the Corporate Governance
Report, forming part of this Annual Report.
¦ POLICY ON DIRECTORS? APPOINTMENT AND REMUNERATION AND
OTHER DETAILS:
Pursuant to provisions of Section 134(3)(e) and Section 178 of the
Companies Act, 2013 read with the Rules made thereunder, Regulation 19 of the Listing
Regulations and on the recommendation of the Nomination and Remuneration Committee, prior
to commencement of CIRP, the Board had adopted a Policy on "Criteria for appointment
of Directors, Key Managerial Personnel, Senior Management Employees and their
remuneration" and it is available on the website of the Company at https://www .
adhikaribrothers.com/disclosure-under-regulation-46-of-sebi. The salient features of the
Remuneration Policy are stated in the Report on Corporate Governance which forms part of
this Annual Report.
¦ INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Our Company has in place a Prevention of Sexual Harassment (POSH)
policy in accordance with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During the period, the Company has not
received any complaints and hence no outstanding complaints exists during the end of the
FY 24-25.
¦ MATERNITY BENEFIT:
The Company affirms that it has duly complied with all provisions of
the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women
employees during the year.
¦ NUMBER OF EMPLOYEES AS ON THE CLOSURE OF THE FINANCIAL YEAR:
Female |
0 |
ALIGN='LEFT'>Male |
2 |
Transgender |
0 |
¦ VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy / Vigil Mechanism as
per the provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations.
The Policy provides a mechanism for reporting unethical behavior and fraud made to the
Management. The mechanism provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee, in exceptional cases. The details of the Vigil Mechanism/ Whistle
Blower Policy are explained in the Report on Corporate Governance and are also available
on the website of the Company and can be accessed at https://www.adhikaribrothers.com .
We affirm that during the Financial Year 2024-25, no employee or
Director was denied access to the Audit Committee.
During the year under review, there were no complaints/reports received
by the Company in the said mechanism for the Company and for its subsidiaries.
¦ RISK MANAGEMENT:
The Company has devised and adopted a Risk Management Policy and
implemented a mechanism for risk assessment and management. The policy is devised to
identify the possible risks associated with the business of the Company, assess the same
at regular intervals and take appropriate measures and controls to manage, mitigate and
handle them. The key categories of risk covered in the policy are Strategic Risks,
Financial Risks, Operational Risks and such other risks that may potentially affect the
working of the Company.
In compliance with Regulation 21 read with Part D of Schedule II of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors constituted the Risk Management Committee on March 31,2025, as the Company falls
within the top 1000 listed entities by market capitalization. The Constitution is
mentioned in Corporate Governance Report which is self-explanatory.
The Board and the Audit Committee periodically reviews the risks
associated with the Company and recommend steps to be taken to control and mitigate the
same through a properly defined framework. The risk management policy adopted by the
Company can be accessed on the Company?s website at https://www.adhikaribrothers.com/wp-content/uploads/2019/08/Risk-Management-
Policy_SABTNL.pdf
¦ CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
REPORT:
Pursuant to Regulation 34 read with Schedule V of the Listing
Regulations, the following have been made as part of the Annual Report and are attached to
this report:
a. Management Discussion & Analysis Report (Annexure I);
b. Report on Corporate Governance (Annexure VI);
c. Declaration on Compliance with Code of Conduct;
d. Certificate from Practicing Company Secretary that none of the
Directors on the board of the company have been debarred or disqualified from being
appointed or to act as director of the Company;
e. Auditors? Certificate regarding compliance of conditions of
Corporate Governance; and
f. Business Responsibility and Sustainability Report (Annexure VII).
¦ PARTICULARS OF THE EMPLOYEES AND REMUNERATION:
Pursuant to Section 197 of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of the ratio
of remuneration of each Director to the median employee?s remuneration are appended
to this report as "Annexure II - Part A".
The statement containing particulars of employees as required under
Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rule, 2014 is provided in this Report as
"Annexure II - Part B" and forms a part of this report.
¦ SUBSIDIARY, ASSOCIATE, JOINT VENTURE COMPANIES AND
CONSOLIDATED FINANCIAL STATEMENTS:
Pursuant to the provisions of Sections 129, 134 and 136 of the Act read
with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company
has prepared consolidated financial statements of the Company and its subsidiary and a
separate statement containing the salient features of financial statements of
subsidiaries, joint ventures and associates in Form AOC-1, which forms part of this Annual
Report.
During the year under review, no company became/ ceased to be a
subsidiary, joint venture, or associate of the Company.
As on 31st March 2025, the Company has 1 (One) Subsidiary
Company i.e. M/s. Westwind Realtors Private Limited and 1 (one) Associate Company i.e. SAB
Media Networks Private Limited. The details of the Subsidiary Company and Associate
Company are mentioned in the Report on Corporate Governance forming part of this Annual
Report and given in Form AOC-1 as Annexure III" to this report.
Pursuant to allotment of Equity Shares as per the Resolution Plan, M/s.
Ruani Media Service Ltd (Formerly known as Ruani Media Service Private Ltd), being a
Special Purpose Vehicle (SPV) of the Resolution Applicants, has been added to the Promoter
Group of the Company pursuant to the acquisition of the majority stake in the Company,
thereby becoming the Holding Company of M/s. Sri Adhikari Brothers Television Network
Limited.
As required under Regulations 16(1)(c) of the Listing Regulations, the
Board of Directors has approved the Policy for determining Material Subsidiaries
("Policy"). The details of the Policy are available on the Company?s
website and can be accessed through the link: https://adhikaribrothers.com/pdf/Policv-on-Determining-Material-Subsidiaries
SABTNL.PDF .
The audited financial statements including the consolidated financial
statements of the Company and all other documents required to be attached thereto are
available on the Company?s website and can be accessed through the link: http://www.adhikaribrothers . com/financials/. The
financial statements of the subsidiaries, as required, are available on the Company?s
website and can be accessed through the link: https://www.adhikaribrothers.com/subsidiary .
¦ PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All Related Party Transactions ("RPTs") entered into by the
Company during the financial year were in the ordinary course of business and on an
arm?s length basis, except for certain material related party transactions undertaken
with:
Name of Related Party |
Relation |
Nature of Transaction |
Mode of Approval |
TV Vision Limited |
Group Company |
(1) The transfer of the
Channel License of TV Channel with the brand namely "Dhamaal" for a one-time
aggregate consideration of Rs. 1,00,00,000/- (Rupees One Crore Only) plus applicable taxes
and (2) For availing Distribution and Placement services from TV Vision Limited to place
the channel Dhamaal? on various cable networks, DTH networks and DD Free Dish
DTH; for an amount not exceeding Rs.25,00,00,000/- (Rupees Twenty Five Crore Only) plus
applicable taxes, per year |
Ordinary Resolution passed via
Postal Ballot on 19th June 2024 |
Mr. Kailasnath Adhikari |
a Relative of the Chairman
& Managing Director of the Company, who is also a Director of the Holding Company |
Avail services and payment of
fees not exceeding Rs.80,00,000/- (Rupees Eighty Lakhs Only) per annum plus applicable
taxes |
Ordinary Resolution passed via
Postal Ballot on 19th June 2024 |
Mr. Ravi Adhikari |
Director of the Holding Company |
Avail services and payment of
fees not exceeding Rs. 80,00,000/- (Rupees Eighty Lakhs Only) per annum plus applicable
taxes |
Ordinary Resolution passed via
Postal Ballot on 19th June 2024 |
These material transactions were carried out in accordance with the
applicable provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations").
All Related Party Transactions were placed before the Audit Committee
and the Board of Directors for their review and approval. The Audit Committee, after
reviewing the nature, scope, and terms of the transactions, approved, ensuring that such
transactions were executed in a fair, transparent, and compliant manner.
Pursuant to Section 134 of the Companies Act, 2013, read with Rule 8 of
the Companies (Accounts) Rules, 2014, the particulars of these material related party
transactions are disclosed in Form AOC-2, which forms part of this Annual Report.
In accordance with the provisions of Regulation 23 of the Listing
Regulations, the Company has amended the Related Party Transactions Policy on March 31,
2025 and the same is uploaded on the Company?s website at: http://adhikaribrothers.com/pdf/
Policy-on-Related-Party-Transactions_SABTNL.PDF
Members may refer to Note 23 to the standalone financial statements
which set out related party disclosures pursuant to IND AS.
Further, the prescribed details of related party transactions in Form
AOC-2, in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014 is given in the "Annexure IV" to this Report.
¦ STATUTORY AUDITORS AND THEIR REPORT:
Statutory Auditors:
M/s. Hitesh Shah & Associates, Chartered Accountants (ICAI FRN Reg.
No. 107564W) were appointed as the Statutory Auditor of the Company for a term of 5 (five)
consecutive years, at the 28th AGM, held on 14th September 2023. The
Company has received confirmation from them to the effect that they are not disqualified
from continuing as Auditors of the Company.
The Notes on the financial statement referred to in the Statutory
Auditor?s Report are self-explanatory and do not call for any further comments. The
Statutory Auditor?s Report on the standalone and consolidated financial statements of
the Company for the financial year ended 31st March 2025, forms part of this
Annual Report.
On a Standalone and Consolidated basis, there are no qualifications
stated in the audit report and hence there is nothing specific
to comment on the Audit Report, other than the comments mentioned in
the report itself, which are self-explanatory.
¦ REPORTING OF FRAUDS BY AUDITORS:
During the year under review, the Statutory Auditors and Secretarial
Auditors of your Company have not reported any instances of fraud committed in your
Company by the Company?s officers or employees, to the Audit Committee, as required
under Section 143(12) of the Act.
¦ SECRETARIAL AUDIT AND ANNUAL SECRETARIAL COMPLIANCE REPORT:
Pursuant to the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
had appointed M/s. HRU & Associates, Practicing Company Secretaries, (COP: 20259) as
the Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial
Year 2024-25. The Secretarial Audit Report for the Financial Year 2024-25 is appended to
this report as "Annexure V".
Report of the Secretarial Auditors is self-explanatory and does not
contain any adverse remarks or qualifications or disclaimers etc.
Pursuant to Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019,
issued by the Securities and Exchange Board of India, the Company has obtained the Annual
Secretarial Compliance Report for the Financial Year 2024-25, from M/s. HRU &
Associates, Practicing Company Secretary, (COP: 20259) on compliance of all applicable
SEBI Regulations and circulars/guidelines issued thereunder and the copy of the same has
been submitted to the Stock Exchanges within the prescribed timeline.
¦ MAINTENANCE OF COST RECORDS:
Pursuant to the provisions of Section 148(1) of the Act, the Government
has not prescribed maintenance of the cost records in respect of services dealt with by
the Company. Hence, the prescribed section for maintenance of cost records or Cost Audit
is not applicable to the company during the year under review.
¦ INTERNAL AUDITOR:
Pursuant to provisions of Section 138 read with rules made thereunder,
the Board in its meeting held on May 24, 2024 has appointed M/s. N H S & Associates,
Chartered Accountants, (FRN: 112429W) were appointed as an Internal Auditors of the
Company for the Financial Year 2024-25.
Internal Audit is carried out on a quarterly basis, and the report is
placed in the Meetings of the Audit Committee and the Board for their consideration and
direction. Their scope of work is as decided by the Audit Committee and the Board of
Directors.
¦ INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to Company Policies,
safeguarding of assets, prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records and timely preparation of reliable financial
disclosures.
The Audit Committee in co-ordination with the Board evaluates the
Internal Financial Control Systems and strives to maintain the appropriate Standards of
Internal Financial Control. The management duly considers and takes appropriate actions on
the recommendations made by the Internal Auditors, Statutory Auditors and the Audit
Committee. The details in respect of internal financial control and their adequacy are
included in the Management Discussion & Analysis Report, which forms part of this
Annual Report.
¦ BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
("BRSR"):
During the year under review, the market price of the Company?s
equity shares witnessed movement, resulting in the Company being classified amongst the
top 1000 listed entities as per market capitalization as on December 31, 2024.
Accordingly, the provisions relating to Business Responsibility and Sustainability
Reporting (BRSR) are applicable to the Company for the financial year.
The Company remains committed to complying with all regulatory
requirements and will continue to strengthen its governance framework and sustainability
practices as it grows.
In accordance with the provisions of Regulation 34(2)(f) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business
Responsibility and Sustainability Report (BRSR), outlining the Company?s initiatives
and performance from an Environmental, Social, and Governance (ESG) perspective, has been
prepared in the prescribed format and is enclosed to this report as Annexure VII.
¦ ANNUAL RETURN:
The Annual Return in Form MGT-7 as on 31st March 2025, as
required under Section 92(3) of the Companies Act, 2013, and Rule 12 of the Companies
(Management and Administration) Rules, 2014, is available on the website of the Company
and can be accessed at http://www.adhikaribrothers.com/ .
¦ PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the financial year under review 2024-25, details of loans,
guarantees, investments, or securities given by the Company as per Section 186 are as
follows:
Sr No.. Particulars |
Yes/No |
(a) Whether any loan,
guarantee is given by the company or securities of any other body corporate purchased? |
No |
(b) Whether the Company falls
in the category provided under section 186(11) |
No |
(c) Are there any reportable
transactions on which section 186 applies? (whether or not threshold exceeds 60% of its
paid-up share capital, free reserves and securities premium account or 100% of its free
reserves and securities premium account) |
No |
(d) Brief details as to why
transaction is not reportable |
NA |
Details of existing loans, guarantees, and investments are provided in
Notes to the Financial Statement forming integral part of this Annual Report.
¦ FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS:
In compliance with the requirements of SEBI (LODR) Regulations 2015,
the Company has put in place a familiarization program for Independent Directors to
familiarize them with their roles, rights and responsibilities as Directors, the
operations of the Company, business overview etc. The details of the familiarization
program is available on the website of the Company.
¦ DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions relating to Corporate Social Responsibility under
Section 135 of the Companies Act, 2013 and rules made thereunder do not apply to the
Company. Therefore, the Company has not developed and implemented any policy on Corporate
Social Responsibility initiatives.
¦ DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY?S
OPERATIONS IN FUTURE:
During the reporting period there have been no significant and material
orders passed by the regulators or courts or tribunals impacting the going concern status
and the Company?s operations.
¦ MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT:
Except as disclosed elsewhere in this report, there were no material
changes and commitments, affecting the financial position of the Company which occurred
between the end of the financial year of the Company i.e. March 31, 2025, and the date of
the Director?s Report.However, it may be noted that an Open Offer has been announced
in accordance with the provisions of the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011. The outcome of the said Open Offer may result in a change in
management and control of the Company.
¦ COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has devised proper systems to ensure compliance with the
applicable Secretarial Standards issued by the ICSI and the Company has complied with all
the applicable provisions of the same during the year under review.
¦ CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology
Absorption, Foreign Exchange earnings and outgo for the year under review are as follows:
A CONSERVATION OF ENERGY
i) Steps taken or impact on
conservation of energy |
The Operations of the Company
are not much energy intensive. However, the Company continues to implement prudent
practices for saving electricity and other energy resources in day-to-day activities. |
ii) Steps taken by the Company
for utilizing alternate sources of energy |
Though the activities
undertaken by the Company are not energy-intensive, the Company shall explore alternative
sources of energy, as and when the necessity arises. |
iii) Capital investment on
energy conservation equipment |
Nil |
B TECHNOLOGY ABSORPTION
i) Efforts made towards
technology absorption |
The minimum technology
required for the business has been absorbed |
ii) Benefits derived from
technology absorption |
None |
iii) Details of Imported
technology (last three years) |
N.A. |
- Details of technology
imported |
|
- Year of import |
|
- Whether technology being
fully absorbed |
|
- If not fully absorbed, areas
where absorption has not taken place and reasons thereof |
|
iv) Expenditure incurred on
Research and development |
Nil |
C FOREIGN EXCHANGE EARNINGS AND OUTGO
i) Foreign Exchange inflow |
Nil |
ii) Foreign Exchange outflow |
Nil |
¦ CODE FOR PREVENTION OF INSIDER TRADING:
Your Company has adopted a Code of Conduct ("Code") to
regulate, monitor and report trading in the Company?s shares by the Company?s
designated persons and their immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
The Code, inter alia, lays down the procedures to be followed by designated persons while
trading/ dealing in the Company?s shares and sharing Unpublished Price Sensitive
Information ("UPSI"). The Code covers the Company?s obligation to maintain
a digital database, a mechanism for the prevention of insider trading and handling of
UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also
includes code for practices and procedures for fair disclosure of unpublished price
sensitive information, which has been made available on the Company?s website at https://www.adhikaribrothers.com/wp-content/uploads/2019/05/Fair-Practice-Code-Policy.pdf .
¦ DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR:
No application made and no such proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2024-25.
¦ DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
No such valuation has been done during the Financial Year 2024-25.
¦ GREEN INITIATIVE IN CORPORATE GOVERNANCE:
The Ministry of Corporate Affairs ("MCA") has undertaken a
green initiative in Corporate Governance by allowing paperless compliances by the
Companies and has permitted the service of Annual Reports and documents to the
shareholders through electronic mode subject to certain conditions and the Company can
send Annual Reports and other communications in electronic mode to the members who have
registered their email addresses with the Company.
¦ ACKNOWLEDGEMENT:
The Board of Directors expresses their gratitude for the valuable
support and co-operation extended by various Government authorities and stakeholders?
including shareholders, banks, financial institutions, viewers, vendors and service
providers.
The Board also place on record their deep appreciation towards the
dedication and commitment of your Company?s employees at all levels and look forward
to their continued support in the future as well.
The Directors appreciate and value the contribution made by every
member of the SABTNL family.
Place: Mumbai |
For and on behalf of the Board of
Directors |
Date: August 14, 2025 |
Sd/- |
Regd. Office: |
Ravi Adhikari |
6th Floor, Adhikari Chambers,
Oberoi Complex, |
Chairman |
New Link Road, Andheri (West),
Mumbai - 400 053 |
DIN: 02715055 |
|