Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Brand Solutions (India) Limited Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Alternate Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Nagpur Mumbai Lucknow Kanpur Ahmedabad Hyderabad Pune BOARD OF Kochi Jaipur Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru DIRECTORS’ REPORT

Dear Members, Your Directors have pleasure in presenting the Ninth Annual Report together with the audited financial statements of Alternate Brand Solutions (India) Limited [‘the Company’/ ‘ABSL’] for the financial year ended March 31, 2016. 1. Financial Highlights Amount in ` Financial Year 2015-2016

Financial Year 2014-2015

Income

138,231

1,040,047

(Loss)/Profit before tax & exceptional item

(97,088)

41,713

Tax expense (Loss)/Profit after tax Profit brought forward

37,583

2,255

(134,671)

39,459

1,037,075

997,616

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 2. Financial Performance, operations and state of the Company’s affairs The Company recorded a total income of ` 138,231 during the financial year 2015-16. Loss after Tax stood at ` 134,671 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 2015-2016. 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 reenactment thereof for the time being in force (‘the Act’), Mr. N. Subramanian (DIN: 03083775) retires by rotation at the ensuing Annual General

–

–

902,404

1,037,075

Meeting (‘AGM’) and being eligible, offers himself for reappointment. 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 19, 2015; August 3, 2015; October 26, 2015 and February 8, 2016. 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

2 of 4

The Company has not entered into any materially significant transactions with its Promoters, Directors or 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 7th AGM held on August 12, 2014, the Members had approved the appointment of S. R. Batliboi

ANNUAL REPORT 2015-16

1

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Nagpur Mumbai Lucknow Kanpur Ahmedabad Hyderabad Pune BOARD OF Kochi Jaipur Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru DIRECTORS’ REPORT

& Associates LLP, Chartered Accountants (ICAI Firm Registration number - 101049W/ E300004) 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 is required to 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 absorption is 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 Company’s focus is on the opportunities

2

MIRCHI EVERYWHERE

in the domestic market. The contribution from exports is, therefore, likely to be limited. Amount in ` Financial Year 2015 – 2016

Financial Year 2014 – 2015

Foreign exchange earnings

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: Rule 5(1) is not applicable since the Company is not listed on any stock exchange. Rules 5(2) and 5(3) are not applicable since there were no employees on the rolls of the Company during the financial year under review. The Directors of the Company also 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. 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, 2016, 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

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Brand Solutions (India) Limited Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Alternate Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Nagpur Mumbai Lucknow Kanpur Ahmedabad Hyderabad Pune BOARD OF Kochi Jaipur Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru DIRECTORS’ REPORT

of the financial year ended on March 31, 2016 and of the loss 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 ensure compliance 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 2015-16 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 continuously and the same are reported to the Board of Directors along with the action taken report. The Risk Management Policy covers assessment of strategy risk, operational risk, financial risk, regulatory risk, human resource risk, technological risk. The 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 Company’s 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 Company’s 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 Company’s operations in future. 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 stakeholders and regulatory authorities for their support and assistance to the Company. For and on behalf of the Board of Directors sd/-

Mumbai, May 19, 2016

Prashant Panday Chairman (DIN: 02747925)

Registered Office: Alternate Brand Solutions (India) Limited, CIN: U92190MH2007PLC175549, 4th Floor, A-Wing, Matulya Centre, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400 013.

ANNUAL REPORT 2015-16

3

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Nagpur Mumbai Lucknow Kanpur Ahmedabad Hyderabad Pune BOARD OF Kochi Jaipur Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru DIRECTORS’ REPORT

FORM NO. MGT-9 : EXTRACT OF ANNUAL RETURN as on the financial year ended on March 31, 2016 [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 Registrar and Transfer Agent, if any

: Not applicable

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. Name and Description of main products / services No. 1.

Event Management

NIC Code of the Product/ service

% to total turnover of the company

8230

0%

III. Particulars of Holding, Subsidiary and Associate Companies: Sl. Name and address of the Company No.

CIN

% of shares held

Holding Company [Section 2(46)] 1

Bennett, Coleman & Company Limited [Ultimate Holding U22120MH1913PLC000391 Company] [‘BCCL’] The Times of India Building, Dr. D. N. Road, Mumbai- 400001.

0

2

U72900MH2002PLC134966 Times Infotainment Media Limited [‘TIML’] [Holding Company of Entertainment Network (India) Limited] 4th Floor, ‘A’ Wing, Matulya Centre, Senapati Bapat Marg, Lower Parel, (West), Mumbai – 400 013, India. Tel: 022 40983000/ 6662 0600. Fax: 022 6661 5030.

0

3

Entertainment Network (India) Limited [Holding Company] L92140MH1999PLC120516 [‘ENIL’] 4th Floor, ‘A’ Wing, Matulya Centre, Senapati Bapat Marg, Lower Parel, (West), Mumbai – 400 013, India. Tel: 022 40983000/ 6662 0600. Fax: 022 6661 5030.

100

Subsidiary and Associate Company: Nil

4

MIRCHI EVERYWHERE

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Brand Solutions (India) Limited Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Alternate Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Nagpur Mumbai Lucknow Kanpur Ahmedabad Hyderabad Pune BOARD OF Kochi Jaipur Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru DIRECTORS’ REPORT

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, 2015) Demat

physical

a) Individuals/ HUF

0

0

b) Central Government

0

0

c) State Government(s)

0

d) Bodies Corporate e) Banks / FIII

Total

No. of Shares held at the end of the year (March 31, 2016) Total

% of total shares

% Change during the year

% of total shares

Demat

physical

0

0.00

0

0

0

0.00

0.00

0

0.00

0

0

0

0.00

0.00

0

0

0.00

0

0

0

0.00

0.00

0

1600000

1600000

100.00

0

1600000

0

100.00

0.00

0

0

0

0.00

0

0

0

0.00

0.00

0

1600000

1600000

100.00

0

1600000

0

100.00

0.00

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

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

A. Promoters (1) INDIAN

f) Any Other (specify) Sub-total (A) (1) (2) FOREIGN

B. Public Shareholding (1) Institutions

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

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

0

0

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 Custodian for 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

ANNUAL REPORT 2015-16

5

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Nagpur Mumbai Lucknow Kanpur Ahmedabad Hyderabad Pune BOARD OF Kochi Jaipur Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru DIRECTORS’ REPORT

ii) Shareholding of Promoters Sl. No

Shareholder’s Name

Shareholding at the beginning of the year (April 1, 2015) No. of shares

1

% of total Shares of the company

Shareholding at the end of the year (March 31, 2016)

% of Shares Pledged / encumbe red to total shares

No. of shares

% of total % of Shares Shares of Pledged / the encumbe red to company total shares

% change in shareholding during the year

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 as on March 31, 2016. TIML’s entire shareholding in ENIL transferred to BCCL, and BCCL is the sole promoter shareholder of ENIL with effect from April 26, 2016. 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. Name No

Shareholding at the beginning of the year No. of shares

1

At the beginning of the year (April 1, 2015)

1

At the end  of the year (March 31, 2016)

% of total shares of the company

0.00 Nil movement during the year

1

0.00

1

0.00

Mr. Prashant Panday, Director [holding share as a nominee and jointly with the holding company. This holding is already included in the Promoter’s shareholding] At the beginning of the year (April 1, 2015)

1

Date wise Increase / Decrease in  Share holding during the year: At the end  of the year (March 31, 2016) 3

No. of shares

Mr. S. Sivakumar, Director [holding share as a nominee and jointly with the holding company. This holding is already included in the Promoter’s shareholding] Date wise Increase / Decrease in  Share holding during the year:

2

% of total shares of the company

Cumulative Shareholding during the year

0.00 Nil movement during the year

1

0.00

1

0.00

Mr. N. Subramanian, Director [holding share as a nominee and jointly with the holding company. This holding is already included in the Promoter’s shareholding] At the beginning of the year (April 1, 2015)

1

Date wise Increase / Decrease in  Share holding during the year: At the end  of the year (March 31, 2016)

0.00 Nil movement during the year

1

0.00

1

0.00

V. Indebtedness Indebtedness of the Company including interest outstanding/accrued but not due for payment Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

6

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

MIRCHI EVERYWHERE

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Brand Solutions (India) Limited Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Alternate Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Nagpur Mumbai Lucknow Kanpur Ahmedabad Hyderabad Pune BOARD OF Kochi Jaipur Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru DIRECTORS’ REPORT

Unsecured Loans

Secured Loans excluding deposits

Deposits

Total Indebtedness

Change in Indebtedness during the financial year • Addition

0

0

0

0

• Reduction

0

0

0

0

Net Change

0

0

0

0

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

Indebtedness at the end of the financial year

VI. Remuneration of Directors and Key Managerial Personnel The 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 : Section of the Companies Act 

Brief  Description

 Details of Penalty / Punishment / Compounding fees imposed

Authority [RD / NCLT / COURT]

Appeal made, if any  (give details)

Penalty

Nil

Nil

Nil

Nil

Nil

Punishment

Nil

Nil

Nil

Nil

Nil

Compounding

Nil

Nil

Nil

Nil

Nil

Penalty

Nil

Nil

Nil

Nil

Nil

Punishment

Nil

Nil

Nil

Nil

Nil

Compounding

Nil

Nil

Nil

Nil

Nil

Type

A) Company

B) Directors

C) Other officers in default Penalty

Nil

Nil

Nil

Nil

Nil

Punishment

Nil

Nil

Nil

Nil

Nil

Compounding

Nil

Nil

Nil

Nil

Nil

For and on behalf of the Board of Directors sd/-

Mumbai, May 19, 2016

Prashant Panday Chairman (DIN: 02747925)

ANNUAL REPORT 2015-16

7

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Nagpur Mumbai Lucknow Kanpur Ahmedabad Hyderabad Pune Kochi Jaipur Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru

8

MIRCHI EVERYWHERE

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Brand Solutions (India) Limited Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Alternate Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Nagpur Mumbai Lucknow Kanpur Ahmedabad Hyderabad Pune INDEPENDENT Kochi Jaipur Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru AUDITOR’S REPORT

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, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and 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 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. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 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. An audit also includes evaluating the appropriateness of 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 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, 2016, its loss, and its cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2016 (“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 1” a statement on the matters specified in paragraphs 3 and 4 of the Order. 2. As required by section 143 (3) of the Act, we report that:

ANNUAL REPORT 2015-16

9

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Nagpur Mumbai Lucknow Kanpur Ahmedabad Hyderabad Pune INDEPENDENT Kochi Jaipur Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru AUDITOR'S REPORT

(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, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164 (2) of the Act; (f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report; and (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) 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/E300004 per Govind Ahuja Place of Signature: Mumbai Date: May 19, 2016

10

MIRCHI EVERYWHERE

Partner Membership Number: 48966

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Brand Solutions (India) Limited Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Alternate Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Lucknow Kanpur Ahmedabad Hyderabad Pune ANNEXURE TONagpur THE Mumbai INDEPENDENT Kochi Jaipur Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru AUDITOR’S REPORT

Annexure 1 to the Independent Auditors’ Report 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) (a) to (c) of the Order are not applicable to the Company.

(ii) The Company’s 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, limited liability partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (c) 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, there are no loans, investments, guarantees, and securities granted in respect of which provisions of section 185 and 186 of the Act are applicable and hence not commented upon. (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 Section 148(1) of the Companies Act, 2013, for the products/services of the Company. (vii) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including income-tax, service tax, duty of customs, cess and other material statutory dues applicable to it. The provisions relating to provident fund, employees’ state insurance, sales-tax, duty of excise 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, service tax, duty of customs, 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, duty of excise and value added tax are not applicable to the Company. (c) According to the information and explanations given to us, there are no dues of income tax, service tax, duty of customs and cess which have not been deposited on account of any dispute. The provisions relating to sales-tax, duty of excise and value added tax are not applicable to the Company. (viii) The Company has neither issued any debentures nor availed any loan from banks, financial institutions or government. Therefore, the provisions of clause 3(viii) of the Order are not applicable to the Company. (ix) According to the information and explanations given by the management, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) and term loans hence, reporting under clause 3 (ix) of the Order is not applicable to the Company and hence not commented upon. (x) 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 by the Company or no fraud on the Company by the officers and employees of the Company has been noticed or reported during the year. (xi) According to the information and explanations given by the management, no managerial remuneration has been paid or provided hence the provision of the clause 3 (xi) of the Order is not applicable to the Company. (xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause 3(xii) of the Order are not applicable to the Company and hence not commented upon. (xiii) According to the information and explanations given by the management, there are no transactions with the related parties. Accordingly the provisions of clause 3(xiii) of the Order are not applicable to the Company and hence not commented upon. (xiv) According to the information and explanations given to us and on an overall examination of the balance sheet, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and hence not commented upon. (xv) According to the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him. (xvi) According to information and explanation given to us, the provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company. For S. R. Batliboi & Associates LLP Chartered Accountants ICAI Firm Registration Number: 101049W/E300004 Place of signature: Mumbai Date: May 19, 2016

per Govind Ahuja Partner Membership Number: 48966

ANNUAL REPORT 2015-16

11

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Lucknow Kanpur Ahmedabad Hyderabad Pune ANNEXURE TONagpur THE Mumbai Kochi JaipurINDEPENDENT Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru AUDITOR’S REPORT

Annexure 2 to the Independent Auditor’s Report of even date on the Financial Statements of Alternate Brand Solutions (India) Limited Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) To the Members of Alternate Brand Solutions (India) Limited We have audited the internal financial controls over financial reporting of Alternate Brand Solutions (India) Limited (“the Company”) as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Company’s Management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditor’s Responsibility Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting. Meaning of Internal Financial Controls Over Financial Reporting A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

12

MIRCHI EVERYWHERE

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Brand Solutions (India) Limited Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Alternate Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Lucknow Kanpur Ahmedabad Hyderabad Pune ANNEXURE TONagpur THE Mumbai INDEPENDENT Kochi Jaipur Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru AUDITOR’S REPORT

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S.R. Batliboi & Associates LLP Chartered Accountants ICAI Firm Registration Number: 101049W/E300004 per Govind Ahuja Place of Signature: Mumbai Date: May 19, 2016

Partner Membership Number: 48966

ANNUAL REPORT 2015-16

13

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Nagpur Mumbai Lucknow Kanpur Ahmedabad Hyderabad Pune BALANCE Kochi JaipurSHEET Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru as at March 31, 2016

Notes

Figures as at March 31, 2016 `

Figures as at March 31, 2015 `

EQUITY AND LIABILITIES Shareholders' funds Share capital

2

16,000,000

16,000,000

Reserves and surplus

3

55,006,414

55,141,085

4

198,926

421,075

71,205,340

71,562,160

Current liabilities Trade payables TOTAL

ASSETS Non-current assets Non-current investments

5

65,656,873

65,754,539

Long-term loans and advances

6

5,120,642

4,865,295

Cash and bank balances

7

418,449

468,984

Short-term loans and advances

8

9,376

473,342

71,205,340

71,562,160

Current assets

TOTAL NOTES FORMING PART OF THE FINANCIAL STATEMENTS As per our report of even date. For S.R. Batliboi & Associates LLP ICAI Firm Registration No. 101049W/E300004 Chartered Accountants

For and on behalf of the Board of Directors

Govind Ahuja Partner Membership No. 48966

Prashant Panday Chairman [DIN: 02747925]

Mumbai Dated: May 19, 2016

14

1-17

MIRCHI EVERYWHERE

N. Subramanian Director [DIN: 03083775]

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Brand Solutions (India) Limited Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Alternate Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Lucknow Kanpur Ahmedabad Hyderabad Pune STATEMENT OFNagpur Mumbai LOSS Kochi JaipurPROFIT Pune & Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru for the year ended March 31, 2016

Notes

2015-2016 `

2014-2015 `

Other operating income

9a

85,898

–

Other income

9b

52,333

1,040,047

138,231

1,040,047

Total revenue Expenses: Other expenses

10

235,319

903,939

Finance cost

11

–

94,395

Total expenses

235,319

998,334

(Loss)/Profit before taxation

(97,088)

41,713

Current tax

–

9,200

Minimum alternate tax credit entitlement

–

(6,946)

37,583

–

(134,671)

39,459

Basic

(0.08)

0.02

Diluted

(0.08)

0.02

Tax expense: (Refer Note 1(vii))

Tax of earlier years (Loss)/Profit for the year Earnings per equity share [nominal value per share: `10 (2014-15: `10)] (Refer Notes 1(vi))

NOTES FORMING PART OF THE FINANCIAL STATEMENTS

16

1-17

As per our report of even date. For S.R. Batliboi & Associates LLP ICAI Firm Registration No. 101049W/E300004 Chartered Accountants

For and on behalf of the Board of Directors

Govind Ahuja Partner Membership No. 48966

Prashant Panday Chairman [DIN: 02747925]

N. Subramanian Director [DIN: 03083775]

Mumbai Dated: May 19, 2016

ANNUAL REPORT 2015-16

15

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Nagpur Mumbai Lucknow Kanpur Ahmedabad Hyderabad Pune CASH FLOW Kochi JaipurSTATEMENT Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru for the year ended March 31, 2016

2015-2016 ` A) CASH FLOW FROM OPERATING ACTIVITIES : (Loss)/Profit before taxation Adjustments for : Interest income Interest expense Profit on sale of non-current investments Provision no longer required written back Bad debts written off Operating (loss) before working capital changes Adjustments for changes in working capital : (Increase) in short term loans and advances (Decrease) in trade payables (Decrease) in other current liabilities Cash (used in) operations Tax refund (net) Net cash (used in) / generated from Operating Activities (A) B) CASH FLOW FROM INVESTING ACTIVITIES : Interest received Purchase of non-current investments Proceeds from sale of non-current investments Net cash generated from / (used in) Investing Activities (B) C) CASH FLOW FROM FINANCING ACTIVITIES : Interest paid Net cash (used in) Financing Activities (C) Net (Decrease) / Increase in Cash and Cash Equivalents (A)+(B)+(C) Cash and Cash Equivalents as at the beginning of the year Cash and Cash Equivalents as at the end of the year NOTES ON CASH FLOW STATEMENT : 1. Cash and cash equivalents at the end of the year as per Balance Sheet (Refer Notes 1(v) and 7 in the Financial Statements). 2 Previous year’s figures have been regrouped and rearranged wherever necessary.

(97,088)

41,713

– – (52,333) (85,898) – (235,319)

(1,027,822) 94,395 (12,225) – 577,824 (326,115)

(9,376) (136,252) – (380,947) 180,412 (200,535)

– (136,164) (53,435) (515,714) 6,283,766 5,768,052

– (450,000) 600,000 150,000

1,027,822 (7,100,000) 500,000 (5,572,178)

– – (50,535) 468,984 418,449 (50,535)

(94,395) (94,395) 101,479 367,505 468,984 101,479

418,449 418,449

468,984 468,984

As per our report of even date. For S.R. Batliboi & Associates LLP ICAI Firm Registration No. 101049W/E300004 Chartered Accountants

For and on behalf of the Board of Directors

Govind Ahuja Partner Membership No. 48966

Prashant Panday Chairman [DIN: 02747925]

Mumbai Dated: May 19, 2016

16

2014-2015 `

MIRCHI EVERYWHERE

N. Subramanian Director [DIN: 03083775]

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Brand Solutions (India) Limited Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Alternate Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Nagpur Mumbai Lucknow Kanpur Ahmedabad Hyderabad Pune NOTES Kochi Jaipur Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru forming part of the Financial 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 recognized 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 recognized 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 recognized 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 recognize a decline other than temporary in the value of the Long term investments. v. Cash and Cash Equivalents 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 Company’s 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.

ANNUAL REPORT 2015-16

17

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Nagpur Mumbai Lucknow Kanpur Ahmedabad Hyderabad Pune NOTES Kochi Jaipur Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru forming part of the Financial Statements

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. The Company reviews the ‘Minimum Alternate Tax (MAT) Credit Entitlement’ asset at each reporting date and writes down the asset to the extent the Company does not have convincing evidence that it will pay normal tax during the specified period i.e. the period for which MAT credit is allowed to be carried forward. 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 liabilities 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 but the likelihood of outflow of resources is remote, no provision or disclosure is made.

18

MIRCHI EVERYWHERE

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Brand Solutions (India) Limited Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Alternate Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Nagpur Mumbai Lucknow Kanpur Ahmedabad Hyderabad Pune NOTES Kochi Jaipur Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru forming part of the Financial Statements

Figures as at March 31, 2016 `

Figures as at March 31, 2015 `

20,000,000

20,000,000

16,000,000

16,000,000

16,000,000

16,000,000

NOTE 2 : SHARE CAPITAL Authorised Capital 2,000,000 (Previous Year : 2,000,000) Equity shares of ` 10 each Issued and Subscribed 1,600,000 (Previous Year : 1,600,000) Equity shares of ` 10 each fully paid-up 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) D  etails 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%)

54,104,010

54,104,010

Balance as at the beginning of the year

1,037,075

997,616

Add: (Loss)/Profit for the year

(134,671)

39,459

NOTE 3: RESERVES AND SURPLUS Securities Premium Account Surplus in Statement of Profit and Loss

Balance as at the end of the year

902,404

1,037,075

55,006,414

55,141,085

198,926

421,075

198,926

421,075

NOTE 4 : TRADE PAYABLES Trade Payables (Refer Note 12)

ANNUAL REPORT 2015-16

19

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Nagpur Mumbai Lucknow Kanpur Ahmedabad Hyderabad Pune NOTES Kochi Jaipur Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru forming part of the Financial Statements

Figures as at March 31, 2016 Units

`

Figures as at March 31, 2015 Units

`

NOTE 5 : 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

2,861

9,071,178

2,903

9,168,844

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

65,656,873

65,754,539

Note : Aggregate market value of unquoted mutual fund units classified as non-current held by the Company based on the NAV declared on the balance sheet date by the mutual fund is ` 86,603,981 (Previous Year : ` 80,042,217). Figures as at March 31, 2016 `

Figures as at March 31, 2015 `

NOTE 6 : LONG-TERM LOANS AND ADVANCES (Unsecured, considered good, unless otherwise stated) Other long term loans and advances Minimum alternate tax credit entitlement

2,753,575

2,800,358

Advance tax and tax deducted at source [Net of provision of ` 926,246 (Previous Year : ` 1,228,376)]

2,367,067

2,064,937

5,120,642

4,865,295

418,449

468,984

418,449

468,984

9,376

–

–

473,342

9,376

473,342

NOTE 7 : CASH AND BANK BALANCES Cash and cash equivalents: Balance with banks: Current Accounts

NOTE 8 : SHORT-TERM LOANS AND ADVANCES Prepaid expenses Advance tax and tax deducted at source [Net of provision of ` Nil (Previous Year : ` 9,200)]

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MIRCHI EVERYWHERE

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Brand Solutions (India) Limited Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Alternate Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Nagpur Mumbai Lucknow Kanpur Ahmedabad Hyderabad Pune NOTES Kochi Jaipur Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru forming part of the Financial Statements

2015-2016 `

2014-2015 `

85,898

–

85,898

–

–

1,027,822

NOTE 9 : OPERATING AND OTHER INCOME a. Other operating income Provision no longer required written back b. Other income Interest income (Refer Note 1(iii)(a)(ii)) On income-tax refund Profit on sale of non-current investments (net) (Refer Note 1(iii)(a)(iii))

52,333

12,225

52,333

1,040,047

138,231

1,040,047

9,616

12,104

104,179

198,455

116,140

112,360

3,201

1,213

–

577,824

NOTE 10 : OTHER EXPENSES Rates and taxes Legal and professional fees Payment to Auditors As Auditors: Audit fee Reimbursement of expenses Bad debts written off Miscellaneous expenses

2,183

1,983

235,319

903,939

–

94,395

–

94,395

NOTE 11 : FINANCE COST Interest Expense: On others 12. 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. 13. 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, 2016

March 31, 2015

March 31, 2014

March 31, 2013

March 31, 2012

Defined Benefit Obligation

–

–

–

–

105,569

Surplus / (Deficit)

–

–

–

–

(105,569)

Experience adjustment on plan liabilities (Gain) / Loss

–

–

–

–

(646,697)

ANNUAL REPORT 2015-16

21

Jammu Chandigarh Srinagar Ahmedabad Hyderabad Panaji Bengaluru Kolkata Guwahati Raipur Kozhikode Nashik Kanpur Visakhapatnam Surat Vijayawada Nagpur Varanasi Shillong Vadodara Thiruvananthapuram Rajkot Patna Mangaluru Coimbatore Madurai Chennai Kolhapur Indore Delhi Aurangabad Jalandhar Jabalpur Bhopal Jaipur Surat Nagpur Mumbai Lucknow Kanpur Ahmedabad Hyderabad Pune NOTES Kochi Jaipur Pune Hyderabad Lucknow Shimla Jodhpur Patiala Amritsar Bengaluru forming part of the Financial Statements

14. Segment Information The company is exploring potential new business opportunities and does not have any business or reporting segment for the year. 15. 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 * The Scheme of Amalgamation and Arrangement (‘Scheme’) of TIML with BCCL was filed under the Companies Act, 1956. The Scheme was approved by the Hon’ble Bombay High Court vide Order dated July 3, 2015 (‘Order’), which was subject to the approval of the Ministry of Information & Broadcasting, Government of India (‘MIB’). The MIB, vide its letter dated April 25, 2016 (received by ENIL on April 26, 2016), accorded its approval to the change in ownership pattern of ENIL under the Scheme. Consequently, TIML’s entire shareholding in ENIL was transferred to BCCL, and BCCL is the sole promoter shareholder of ENIL. The appointed date of the Scheme was April 1, 2013. * There are no transactions during the year.

16. 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. 2015-2016

2014-2015

(Loss) / Profit for the year (`) (A)

(134,671)

39,459

Weighted average number of Equity Shares (B)

1,600,000

1,600,000

Earnings per share – basic and diluted (`) [(A)/(B)]

(0.08)

0.02

Nominal value of an equity share (`)

10.00

10.00

17. Previous year’s figures have been reclassified to conform to this year’s classification.

Signatures to notes ‘1’ to ‘17’ forming part of the financial statements.

For S.R. Batliboi & Associates LLP ICAI Firm Registration No. 101049W/E300004 Chartered Accountants

For and on behalf of the Board of Directors

Govind Ahuja Partner Membership No. 48966

Prashant Panday Chairman [DIN: 02747925]

Mumbai Dated: May 19, 2016

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MIRCHI EVERYWHERE

N. Subramanian Director [DIN: 03083775]