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Media Research Users Council, 128, TV Industrial Estate, SK Ahire Marg, Worli, Mumbai - 400030 23 rd Annual Report 2016-17

rd Annual Report 2016-17 - MRUCmruc.net/uploads/posts/c8c8116f03cf56e2faba3b312864fe9d.pdfrd Annual Report 2016-17. ... Gaurav Jeet Singh, Hindustan Unilever Ltd. Sandip Girish Tarkas,

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Media Research Users Council, 128, TV Industrial Estate, SK Ahire Marg, Worli, Mumbai - 400030

23rd

Annual Report 2016-17

CONTENTS

Board of Governors…………………………………………………………………………………… 2

Committees……………………………………………………………………………………………. 6

MRUC Secretariat…………………………………………………………………………………….. 7

Notice…………………………………………………………………………………………………… 8

Report of Board of Governors……………………………………………………………………….. 19

Auditors’ Report……………………………………………………………………………………….. 38

Balance Sheet…………………………………………………………………………………………. 44

Income & Expenditure Account……………………………………………………………………… 45

Notes……………………………………………………………………………………………… 46

Auditors Lalit Khanna & Co. 4th Floor, Commissariat Bldg. 231, Dr. Dadabhai Naoroji Road, Mumbai 400 001.

MRUC Secretariat & Registered Office 128, T. V. Industrial Estate, 1

st Floor,

S. K. Ahire Marg, Worli, Mumbai 400 030. Tel.: 2498 3416 Fax: 2491 0413 Website: http://www.mruc.net

1

BOARD OF GOVERNORS (As on 31

st March 2017)

Chairman – MRUC Vice Chairman – MRUC

Venkat Idupuganty Sanjay Tripathy Eenadu TV HDFC Standard Life Insurance Co. Ltd.

Category A : Advertisers

Deepak Morada Inderjeet Singh Larsen & Toubro Ltd. Procter & Gamble Hygiene and Health Ltd.

* Resigned / Retired during the year:

Gaurav Jeet Singh, Hindustan Unilever Ltd. Sandip Girish Tarkas, Future Group V.L. Rajesh, ITC Ltd.

2

BOARD OF GOVERNORS (As on 31

st March 2017)

Category B : Publishers

Benoy Roychowdhury Hormusji N Cama HT Media Ltd. The Bombay Samachar Pvt. Ltd.

Ravindra Kumar Pratap Pawar The Statesman Ltd. Sakal Papers Pvt. Ltd.

S.S. Kataria Siddharth Kothari Hari Bhoomi Communications (P) Ltd. Rajasthan Patrika Pvt. Ltd.

* Retired during the year:

Riyad Mathew, The Malayala Manorama Co. Ltd.

3

BOARD OF GOVERNORS (As on 31

st March 2017)

Category C : Advertising Agencies

Anita Nayyar Divya Karani Havas Media Group Dentsu Aegis Network

Kartik Sharma NP Sathyamurthy GroupM Media India Pvt. Ltd. DDB Mudra Group

Shashidhar Sinha Anupriya Acharya IPG Mediabrands Publicis Media (Div. of TLG India Pvt. Ltd.) * Resigned during the year:

Mallikarjunadas Radhakrishnan Coimbatore, Starcom MediaVest Group

4

BOARD OF GOVERNORS (As on 31

st March 2017)

Category D : Broadcast & Other Media

Avinash Kaul Rohit Gupta TV 18 Broadcast Ltd. Sony Pictures Network India Pvt. Ltd.

Shailesh Gupta Music Broadcast Ltd.

* Resigned during the year

Jawhar Sircar, Prasar Bharati

Punit Goenka, Zee Entertainment Enterprises Ltd.

5

MRUC Committees

CSR Committee

Hormusji N. Cama, The Bombay Samachar

NP Sathyamurthy, DDB Mudra

Inderjeet Singh, P & G

Marketing Committee

Chairman : Nikhil Rangnekar, Lodestar

Ajit Nair, Lokmat

Membership Committee

Divya Karani, Dentsu

Legal Committee

Ravindra Kumar, The Statesman

Administration & Finance Committee

Sanjay Tripathy, HDFC Life

Technical Committee (RSCI)

Chairman : NP Sathyamurthy, DDB Mudra

Akila Urankar, Business Standard

Anant Nath, Delhi Press

Ashwani Kukreja, Tata Sky

Basant Rathore, Jagran Prakashan

Bhausaheb Patil, Sakal

Dhruba Mukherjee, ABP

Himanka Das, Carat Media

Hormuzd Masani, ABC

Inderjeet Singh, P & G

Janardhan Pandey, Nett Value Media

Kaacon Sethi, DB Corp

Rajiv Lochan, Hindu

S.S. Kataria, Hari Bhoomi

Sandip Tarkas, Future Group

Tomson Thundathil, Malayala Manorama

Umashankar K, Prabhat Khabar

Vanita Keswani, Madison

6

MRUC Secretariat

Radhesh Uchil

Chief Executive Officer

Atul Panjikar

Junior Accountant

Candida Godinho

Office Manager

Divya P

Senior Executive, Research

Kabita Talukdar

Associate Director – Research

Mahesh Hande

Senior Executive, Accounts

Rahul Ranjan

Senior Manager – Field Operations

Rishi Vora

Senior Manager – Marketing / Client Servicing

Robin Thomas

Manager – Marketing / Client Servicing

Shashi Panniker

Senior Manager – Accounts & Administration

7

media research users council

Registered office: 128, TV Industrial Estate, S.K. Ahire Marg, Worli, Mumbai - 400 030 www.mruc.net

CIN: U99999MH1994NPL076530 [email protected]; +91 22 2498 3416 / 2491 3359

NOTICE

Notice is hereby given that the Twenty Third Annual General Meeting of Media Research Users Council

will be held on Wednesday, 13th September, 2017 at 12.00 noon at the Mayfair Banquets (South), 254 –

C, Dr. Annie Besant Road, Worli, Mumbai 400 030 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the financial statement of the Company as on 31st March 2017

including the Audited Balance Sheet and the Statement of Income and Expenditure for the year

ended on that date together with Report(s) of the Board of Governors’ and Auditors’ thereon.

2. To ratify the appointment of Statutory Auditors and fix their remuneration and in this regard to

consider and if thought fit, to pass, with or without modification(s), the following resolution as an

Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions,

if any, of the Companies Act, 2013, and the Companies (Audit and Auditors) Rules, 2014 (including

any statutory modification(s) or re-enactment thereof for the time being in force) and the resolution

passed by the Members of the Company at the Annual General Meeting (AGM) held on September

18, 2014, the appointment of M/s. Lalit Khanna & Co., Chartered Accountants (Firm Registration

No: 105564W) Statutory Auditors of the Company for a period of 5 years i.e. up to the conclusion of

sixth Annual General Meeting to be held thereafter, be and is hereby ratified from the conclusion of

this AGM to the conclusion of next AGM at such remuneration as the Board of Directors (including

Committee thereof) be and is hereby authorized to fix as it may deem fit, for the financial year

ending 31st March, 2018 and as may be agreed between the Statutory Auditors and the Board of

Directors.”

8

3. To appoint Members of the Board of Governors in various categories in place of the following who

retire by rotation:-

I. Category B : Publishers of Newspapers and Periodicals:

(i) Mr. Hormusji Nusserwanji Cama (DIN: 00109337) who retires by rotation and is not eligible

for re-election as he has completed two consecutive terms;

(ii) Mr. Benoy Roychowdhury (DIN: 00816822) who retires by rotation and is not eligible for re-

election as he has completed two consecutive terms;

(iii) Mr. Ravindra Kumar (DIN: 00149093) who retires by rotation and being eligible offers

himself for re-election.

(iv) Mr. Siddharth Kothari (DIN: 00101528) who retires by rotation and being eligible offers

himself for re-election.

II. Category C : Advertising Agencies and Allied Communication Concerns:

(i) Mr. Sathyamurthy Parthasaradhy Namakkal (DIN: 03488306) who retires by rotation and is

not eligible for re-election as he has completed two consecutive terms;

(ii) Mr. Shashidhar Narain Sinha (DIN: 00953796) who retires by rotation and is not eligible for

re-election as he has completed two consecutive terms;

(iii) Ms. Divya Rupchand Karani (DIN: 01829747) who retires by rotation and is not eligible for

re-election as she has completed two consecutive terms;

(iv) Mr. Kartik Natraj Sharma (DIN: 01315227) who retires by rotation and being eligible offers

himself for re-election.

(v) Ms. Anita Nayyar (DIN: 03317861) who retires by rotation, and has preferred not to get re-

appointed.

III. Category D : Broadcast and Other Media

(i) Mr. Avinash Kaul (DIN: 01852966) who retires by rotation and is not eligible for re-election

as he has completed two consecutive terms;

(ii) Mr. Rohit Mastram Gupta (DIN: 06955667) who retires by rotation and being eligible offers

himself for re-election.

9

SPECIAL BUSINESS:

Category A: Advertisers

4. To consider and if thought fit, to pass with or without modification(s), the following resolution as an

Ordinary Resolution:

“RESOLVED THAT Mr. Inderjeet Singh (DIN: 07616848), who was appointed as an Additional

Director of the Company by the Board of Directors in their Meeting held on 3rd

February, 2017

under Article 38 (a) of the Articles of Association of the Company and under Section 161 of the

Companies Act, 2013 and who holds office upto the date of this Annual General Meeting and in

respect of whom the Company has received a Notice in writing, along with requisite deposit,

proposing his candidature for the office of Director, under Section 160 of the Companies Act, 2013

and who is eligible for appointment to the office of Director, be and is hereby appointed as Director

of the Company.”

5. To consider and if thought fit, to pass with or without modification(s), the following resolution as an

Ordinary Resolution:

“RESOLVED THAT Mr. Sameer Satpathy (DIN: 07631405), in respect of whom the Company has

received a Notice in writing, along with requisite deposit, proposing his candidature for the office of

Director, under Section 160 of the Companies Act, 2013 and who is eligible for appointment to the

office of Director, be and is hereby appointed as Director of the Company in accordance with the

Articles of Association of the Company.”

Category B: Publishers of Newspapers and Periodicals

6. To consider and if thought fit, to pass with or without modification(s), the following resolution as an

Ordinary Resolution:

“RESOLVED THAT Mr. Raj Kumar Jain (DIN: 01741527), in respect of whom the Company has

received a Notice in writing, along with requisite deposit, proposing his candidature for the office of

Director, under Section 160 of the Companies Act, 2013 and who is eligible for appointment to the

office of Director, be and is hereby appointed as Director of the Company in accordance with the

Articles of Association of the Company.”

10

7. To consider and if thought fit, to pass with or without modification(s), the following resolution as an

Ordinary Resolution:

“RESOLVED THAT Mr. Rajiv Verma (DIN: 0017110), in respect of whom the Company has

received a Notice in writing, along with requisite deposit, proposing his candidature for the office of

Director, under Section 160 of the Companies Act, 2013 and who is eligible for appointment to the

office of Director, be and is hereby appointed as Director of the Company in accordance with the

Articles of Association of the Company.”

Category C: Advertising Agencies and Allied Communication Concerns

8. To consider and if thought fit, to pass with or without modification(s), the following resolution as an

Ordinary Resolution:

“RESOLVED THAT Mr. Ashish Bhasin (DIN: 00005493), in respect of whom the Company has

received a Notice in writing, along with requisite deposit, proposing his candidature for the office of

Director, under Section 160 of the Companies Act, 2013 and who is eligible for appointment to the

office of Director, be and is hereby appointed as Director of the Company in accordance with the

Articles of Association of the Company.”

Category D: Broadcast and Other Media

9. To consider and if thought fit, to pass with or without modification(s), the following resolution as an

Ordinary Resolution:

“RESOLVED THAT Mr. Punit Misra (DIN: 07152322), who was appointed as an Additional Director

of the Company by the Board of Directors in their meeting held on 5th July, 2017 under Article 38

(a) of the Articles of Association of the Company and under Section 161 of the Companies Act,

2013 and who holds office upto the date of this Annual General Meeting and in respect of whom the

Company has received a Notice in writing, along with requisite deposit, proposing his candidature

for the office of Director, under Section 160 of the Companies Act, 2013 and who is eligible for

appointment to the office of Director, be and is hereby appointed as Director of the Company.”

10. To consider and if thought fit, to pass with or without modification(s), the following resolution as an

Ordinary Resolution:

“RESOLVED THAT Mr. Girish Agarwal (DIN: 00051375), in respect of whom the Company has

received a Notice in writing, along with requisite deposit, proposing his candidature for the office of

Director, under Section 160 of the Companies Act, 2013 and who is eligible for appointment to the

office of Director, be and is hereby appointed as Director of the Company in accordance with the

Articles of Association of the Company.”

11

"RESOLVED FURTHER THAT all the Directors of the Company be and are hereby severally

authorized to do all such acts, deeds and things and to sign all such documents, papers and

writings as may be necessary to give effect to the resolution.”

By order of the Board of Governors

Venkat Idupuganty Chairman

DIN: 00089679

Place: Mumbai

Date: 21st August 2017

Registered Office: 128, T. V. Industrial Estate S. K. Ahire Marg, Worli Mumbai 400 030

12

Notes:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the

Special Businesses to be transacted at the Annual General Meeting (AGM) is annexed hereto.

2. AN INDIVIDUALMEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL

MEETING IS ENTITLED TO APPOINT A PROXY(S) TO ATTEND AND VOTE INSTEAD OF

HIMSELF/HERSELF AND THE PROXY NEED TO BE A MEMBER OF THE COMPANY. The

instrument appointing a proxy in order to be valid / effective must be duly filled in all respects and

should be lodged with Company at its registered office at least 48 hours before the

commencement of the meeting.

3. Only such members are eligible to vote at the meeting who have paid all monies due from them

upto the current financial year not later than 5.00 p.m. on 2nd

August, 2017.

4. It is clarified that:

i. Each member shall be entitled to one vote.

ii. To exercise their vote, member firms or companies can vote only through their nominated

representative who must be present in person.

iii. Although it is open to a member firm or company to change its representative, such change

in nomination under Articles 6(b) of the Articles of Association shall become effective on its

being received at the registered office of the Council.

iv. Under Article 30 of the Articles of Association, a corporate member (a non-individual

member) of the Council entitled to attend and vote at a meeting is, in the absence of its

usual nominee or representative appointed pursuant to Article 6, entitled to appoint any

other individual from within its organisation as its representative by a proper written

instrument.

v. Such representative as aforesaid shall be entitled to all the rights and powers on behalf of

the body corporate, pursuant to the provisions of Section 113 of the Companies Act, 2013.

Further, the authorised representative of the body corporate shall have the right to appoint

any person as its proxy.

13

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE

COMPANIES ACT, 2013 IN RESPECT OF THE SPECIAL BUSINESS MENTIONED IN

THE NOTICE OF THE ANNUAL GENERAL MEETING OF THE COMPANY

ITEM NO. 4:

Mr. Inderjeet Singh (DIN: 07616848) was appointed as an Additional Director of the Company by the

Board of Directors in their Board Meeting held on 3rd

February, 2017 pursuant to the provisions of the

Section 161 of the Companies Act, 2013 and Article 38(a) of Articles of Association of the Company.

Mr. Inderjeet Singh holds office upto ensuing Annual General Meeting of the Company. A notice has been

received proposing his candidature as Director of the Company pursuant to Section 160 of Companies

Act, 2013 has been received.

The Board recommends the appointment of Mr. Inderjeet Singh as a Director of the Company and to pass

resolution set out in Item No 4 as an Ordinary Resolution.

None of the Directors or Key Managerial Personnel of the Company and their relatives except

Mr. Inderjeet Singh for his appointment is concerned or interested, financially or otherwise in the

resolution.

ITEM NO. 5:

Mr. Sameer Satpathy (DIN: 07631405), is proposed to be appointed as a Director of the Company and in

respect of whom a notice has been received proposing his candidature as a Director of the company

along with the requisite deposit pursuant to Section 160 of Companies Act, 2013.

The Board recommends the appointment of Mr. Sameer Satpathy as a Director of the Company and to

pass resolution set out in Item No. 5 as an Ordinary Resolution.

None of the Directors or Key Managerial Personnel of the Company and their relatives except

Mr. Sameer Satpathy for his appointment is concerned or interested, financially or otherwise in the

resolution.

ITEM NO. 6:

Mr. Raj Kumar Jain (DIN: 01741527), is proposed to be appointed as a Director of the Company and in

respect of whom a notice has been received proposing his candidature as a Director of the company

along with the requisite deposit pursuant to Section 160 of Companies Act, 2013.

The Board recommends the appointment of Mr. Raj Kumar Jain as a Director of the Company and to

pass resolution set out in Item No. 6 as an Ordinary Resolution.

None of the Directors or Key Managerial Personnel of the Company and their relatives except

Mr. Raj Kumar Jain for his appointment is concerned or interested, financially or otherwise in the

resolution.

14

ITEM NO.7:

Mr. Rajiv Verma (DIN: 0017110), is proposed to be appointed as a Director of the Company and in

respect of whom a notice has been received proposing his candidature as a Director of the company

along with the requisite deposit pursuant to Section 160 of Companies Act, 2013.

The Board recommends the appointment of Mr. Rajiv Verma as a Director of the Company and to pass

resolution set out in Item No. 7 as an Ordinary Resolution.

None of the Directors or Key Managerial Personnel of the Company and their relatives except

Mr. Rajiv Verma for his appointment is concerned or interested, financially or otherwise in the resolution.

ITEM NO. 8:

Mr. Ashish Bhasin (DIN: 00005493), is proposed to be appointed as a Director of the Company and in

respect of whom a notice has been received proposing his candidature as a Director of the company

along with the requisite deposit pursuant to Section 160 of Companies Act, 2013.

The Board recommends the appointment of Mr. Ashish Bhasin as a Director of the Company and to pass

resolution set out in Item No. 8 as an Ordinary Resolution.

None of the Directors or Key Managerial Personnel of the Company and their relatives except

Mr. Ashish Bhasin for his appointment is concerned or interested, financially or otherwise in the

resolution.

ITEM NO. 9:

Mr. Punit Misra (DIN: 07152322) was appointed as an Additional Director of the Company by the Board of

Directors in their Board Meeting held on 5th July, 2017 pursuant to the provisions of the Section 161 of the

Companies Act, 2013 and Article 38(a) of Articles of Association of the Company. Mr. Punit Misra holds

office upto ensuing Annual General Meeting of the Company. A notice has been received proposing his

candidature as Director of the Company pursuant to Section 160 of Companies Act, 2013 has been

received.

The Board recommends the appointment of Mr. Punit Misra as a Director of the Company and to pass

resolution set out in Item No.9 as an Ordinary Resolution.

None of the Directors or Key Managerial Personnel of the Company and their relatives except Mr. Punit

Misra for his appointment is concerned or interested, financially or otherwise, financially or otherwise in

the resolution.

15

ITEM NO. 10:

Mr. Girish Agarwal (DIN: 00051375), is proposed to be appointed as a Director of the Company and in

respect of whom a notice has been received proposing his candidature as a Director of the company

along with the requisite deposit pursuant to Section 160 of Companies Act, 2013.

The Board recommends the appointment of Mr. Girish Agarwal as a Director of the Company and to pass

resolution set out in Item No. 10 as an Ordinary Resolution.

None of the Directors or Key Managerial Personnel of the Company and their relatives except

Mr. Girish Agarwal for his appointment is concerned or interested, financially or otherwise in the

resolution.

By order of the Board of Governors

Venkat Idupuganty Chairman

DIN: 00089679

Place: Mumbai,

Date: 21st August 2017

Registered Office: 128, T. V. Industrial Estate S. K. Ahire Marg, Worli Mumbai 400 030

16

The Members are informed that, in response to the Election Notice dated 5th July 2017, the following valid

nominations in various categories have been received:

1) Category A : Advertisers (Six Vacancies)

Two valid nominations have been received as under:

1) Mr. Inderjeet Singh - Procter & Gamble Hygiene and Healthcare Ltd.

2) Mr. Sameer Satpathy - ITC Ltd.

2) Category B : Publishers of Newspapers and Periodicals (Four Vacancies)

Four valid nominations have been received as under:

1) Mr. Raj Kumar Jain - Bennett, Coleman & Co. Ltd.

2) Mr. Rajiv Verma - HT Media Ltd.

3) Mr. Siddharth Kothari - Rajasthan Patrika Ltd,

4) Mr. Ravindra Kumar - The Statesman Ltd.

3) Category C: Advertising Agencies and Allied Communication Concerns (Five Vacancies)

Two valid nominations have been received as under:

1) Mr. Ashish Bhasin - Carat Media Services India Pvt. Ltd.

2) Mr. Kartik Sharma - Group Media India Pvt. Ltd.

4) Category D : Broadcast and Other Media (Four Vacancies)

Three valid nominations have been received as under:

1) Mr. Rohit Gupta - Sony Pictures Network India Pvt. Ltd.

2) Mr. Punit Misra - Zee Entertainment Enterprises Ltd.

3) Mr. Girish Agarwal - DB Corp Ltd. (Radio Division)

In Category A,B, C & D, the number of persons eligible for and contesting the election is equal to or less

than the number of vacancies and hence there will be no election and the persons listed above will be

deemed to have been elected uncontested in terms of Article 37 (a) of the Articles of Association of the

Council.

17

Except the Members of the Board who are to be appointed / re-appointed, no other member of the Board

of Governors is concerned or interested, financially or otherwise in the business referred to above.

By order of the Board of Governors

Venkat Idupuganty Chairman

DIN: 00089679

Place: Mumbai

Date: 21st August 2017

Registered Office: 128, T. V. Industrial Estate S. K. Ahire Marg, Worli Mumbai 400 030

18

media research users council

Registered office: 128, TV Industrial Estate, S.K. Ahire Marg, Worli, Mumbai - 400 030

www.mruc.net CIN: U99999MH1994NPL076530

[email protected]; +91 22 2498 3416 / 2491 3359

REPORT OF THE BOARD OF GOVERNORS

Dear Members,

Your Board of Governors present to you the Twenty Third Annual Report on the working of the Media

Research Users Council for the financial year ended 31st March, 2017 along with the Audited Statement

of Accounts and Auditors’ Report thereon.

HIGHLIGHTS OF THE COMPANY’S AFFAIRS DURING THE YEAR

IRS 2016-17:

As you are aware, Media Research Users Council (MRUC), under the aegis of the RSCI, had announced

the launch of Indian Readership Survey (IRS) for 2016-17 on 23rd

March 2016.

The IRS is the world’s largest continuous study, and one of the most comprehensive surveys for media

consumption, Product categories’ penetration and ownership for a robust consumer & market

understanding. IRS is the only survey that covers the length & breadth of Urban & Rural India.

India is one of those unique markets where the print medium is growing consistently even though we are

on the brink of a digital revolution. Since the last IRS data was published in Q1 2014, there has been a

huge vacuum for around four years in the trading currency space, for Print planning and buying. While

Advertisers and Media Agency planners and buyers have used circulation figures as a surrogate during

this period, the lack of readership data has been a serious handicap to Publishers making a determined

effort to maximize their share of the advertising pie.

19

Our biggest priority with the IRS 2016-17 survey - our flagship offering, is to provide a reliable

measurement standard that is accepted by the industry, not only among publishing houses across the

country, but also with the brands and advertisers who look at various media as a part of their advertising

media mix. In order to ensure a gold standard in syndicated media research, we have made significant

improvements to the process of data collection, enhanced safety measures, data validation as well 3rd

party checks.

Due to the tighter monitoring and prompt corrective actions wherever we have noticed non-compliance on

the set processes, we were forced to take a break in the fieldwork, which has resulted in a delay in

reporting of the findings. This has had a negative impact on the overall finances of the Council in the

current fiscal. However, we are confident that we will be able to deliver a robust and accurate study, by

the end of this year.

We have been communicating with all members / subscribers / key industry stakeholders to keep them

updated on the various developments along the way, and are grateful for the whole-hearted support

extended to us in this endeavor by all concerned. During the course of the year, we have had rounds of

presentations to industry bodies such as the INS and the ISA where we have shared the details of the

efforts put into delivering a robust study, and sought support from their respective members to ensure the

IRS is more widely accepted as the industry currency.

However, there still remain a few areas of concern still, which we would like to place before the members,

as below:

1. The collection of revenues for IRS 2016-17 continues to be a significant area of concern. The

Board is working actively along with the Marketing committee and the Secretariat to overcome

this deficit and to ensure we cover all associated costs on the IRS. However, we need to come up

with a more efficient and effective subscription model which will ensure that the funding for the

study will continue unhindered, and the scope / methodology employed is constantly upgraded in

keeping with the needs of the subscribers. One of the suggestions has been to try and implement

pricing models being employed by other industry councils, which are based upon contributions on

the basis of a fixed percentage of the Advertising Revenues of each subscriber. This, we believe,

may be the best way forward for the IRS study too.

2. The other key area of concern has been that of addressing the issue of interested parties exerting

influences during ongoing fieldwork, to try and skew the measurement positively towards

themselves. While the Technical Committee, in conjunction with the Boards of MRUC as well as

RSCI, has been actively monitoring and taking relevant action on any such matter that is brought

to its notice, the seriousness of the matter needs a bit of introspection by the players involved.

The purpose of the IRS study is to provide an unbiased industry trading currency, which is

accepted and used by the planners and buyers, as well as owners of media. The sanctity of the

same should be upheld by each and every entity to whom this study is relevant and useful. We

can only request for this to be adhered to by the entities involved, and avoid the need for the level

of policing that is involved at the moment.

20

Other Research Initiatives

As we had briefed the members previously, two fresh Research projects have been initiated by the Board

– the Media Personality Fit Study(MPF), and a new Radio Audience measurement study in

association with the AROI (Association of Radio Operators for India). Following are the status updates on

both of these studies as on date.

Media Personality Fit (MPF)

Hansa Research has been appointed to handle this project, with technical consultation being provided by

Magic9 Media. The rollout of fieldwork will be initiated shortly, with a round of group discussions planned

with key members of the Advertiser / Agency / Media constituencies. On the basis of these group

discussions, the basic framework of the study will be finalised and pilot tested in two select markets.

Results of these pilot tests will be studied and the subsequent rollout of the study into the balance

markets will be planned.

Radio Audience Measurement Media Research Users Council (MRUC) and Association of Radio Operators for India (AROI) have jointly

invited proposals from Research Agencies, to conduct Audience Measurement research for Radio. The

study is expected to be used as the industry currency for buying and selling time on Radio. The corollary

to which is that it will enable all relevant constituencies to evaluate the medium offerings, devise content

strategies, and plan campaigns based on the data provided.

The first round of submissions were held in Mumbai on the 10th of August, wherein seven Agencies

presented their proposals to a Technical Committee comprising of Radio Owner representatives as well

as MRUC representatives. On the basis of the evaluation of these presentations by the TechComm

members, a shortlist of preferred Agency partners will be drawn up, and a second more detailed round of

presentations will be called for. Subsequently, the selected Agency will be appointed to conduct the

study.

Ongoing discussions with BARC

Given the fact that the IRS provides detailed media consumption habits for all media, it has been the

standard industry currency for baseline estimates over the years. However, over the past few years, due

to the non-availability of IRS data, and the emergence of BARC as the default provider of TV audience

measurement, there is a new Baseline study – Broadcast India, which is also available at the moment.

The first round of BI was conducted in 2015-16, and the second round is scheduled for fieldwork in Q4

2017. Considering that the IRS data will be available at the same time, there were concerns raised by the

industry on the need for two such Baseline studies and the potential conflict in information provided by

each.

21

After various rounds of discussions between the BARC and MRUC / RSCI teams authorized by the

respective Boards, there has been a consensus among the Boards to work together on a common study

which will serve as a common Baseline across all media. This will ensure no wastage of precious

resources on duplication of work, while at the same time, provide a single industry currency for media

consumption which will be acceptable to all.

To this end, it is proposed that a new Joint Venture entity be formed with equity participation by BARC as

well as MRUC, and that this JV conduct the common Baseline study. The details of the JV will be

discussed, deliberated, and approved by the respective Boards taking into account safeguarding of the

interests of all key stakeholders as well as compliance to all legal requirements.

Subsequently, the current format of the IRS study could be tweaked such that the Baseline components

will be separated, and the IRS will focus predominantly on Print Readership / FMCG consumption related

information.

FINANCIAL RESULTS The financial highlights of the Company for the year ended March 31, 2017 are as follows:

(In lakhs)

Particulars Year ended

31st

March 2017

Year ended

31st

March 2016

Gross Income 165.15 389.39

Total Expenditure 215.28 378.22

Surplus / (Deficit) for the year before tax (50.13) 11.17

Less : Current and Deferred tax -1.59 5.72

Surplus / (Deficit) for the year (48.54) 5.45

22

BOARD OF DIRECTORS AND ITS MEETINGS The composition of the Board as on March 31, 2017 was as follows:

Sr. No. Name of the Director Designation/ Status DIN No.

1. Ms. Anita Nayyar Director 03317861

2. Ms. Anupriya Acharya Director 00355782

3. Mr. Avinash Kaul Director 01852966

4. Mr. Benoy Roychowdhury Director 00816822

5. Mr. Deepak Krishan Dev Morada Director 00070844

6. Ms. Divya Rupchand Karani Director 01829747

7. Mr. Hormusji Nusserwanji Cama Director 00109337

8. Mr. Inderjeet Singh Additional Director 07616848

9. Mr. Kartik Natraj Sharma Director 01315227

10. Mr. Ravindra Kumar Director 00149093

11. Mr. Rohit Mastram Gupta Director 06955667

12. Mr. Sanjay Kumar Tripathy Director 06819614

13. Mr. Sathyamurthy Parthasaradhy Namakkal Director 03488306

14. Mr. Satvir Singh Kataria Director 07261904

15. Mr. Shailesh Gupta Director 00192466

16. Mr. Shashidhar Narain Sinha Director 00953796

17. Mr. Siddharth Kothari Director 00101528

18. Mr. Venkat Idupuganti Director 00089679

19. Mr. Pratap Pawar Director 00018985

The following appointments and resignations have taken place during the year 2016-17:

1. Appointment

Mr. Inderjeet Singh (DIN: 07616848) was appointed on 03.02.17 as an additional director on the Board of

the Company.

2. Resignation

The following directors expressed their inability to continue as Director and resigned from the Board:

Mr. Jawhar Sircar (DIN: 00558593) resigned on 04.11.2016

Mr. Mallikarjunadas Radhakrishnan Coimbatore (DIN: 06597115) resigned on 03.05.2016

Mr. Punit Goenka (DIN: 00031263) resigned on 27.07.2016

Mr. V.L. Rajesh (DIN: 07225237) resigned on 10.11.2016

23

The Board expresses its sincere appreciation for the valuable services provided by them during their

tenure as Directors of the Company.

3. Re-appointment

In accordance with the provisions of Clause 36(c) of the Articles of Association of the Company, the

following Director will retire by rotation at the AGM and being eligible offers himself for re-election:

1) Mr. Ravindra Kumar (DIN: 00149093)

2) Mr. Siddharth Kothari (DIN: 00101528)

3) Mr. Kartik Natraj Sharma (DIN: 01315227)

4) Mr. Rohit Mastram Gupta (DIN: 06955667)

Further, in accordance with the provision(s) of Clause 36(e) of the Articles the following Directors, will

retire by rotation at the AGM and having completed two consecutive terms are ineligible for re-election:

1) Mr. Hormusji Nusserwanji Cama (DIN: 00109337)

2) Mr. Benoy Roy Chowdhury (DIN: 00816822)

3) Mr. Sathyamurthy Parthasaradhy Namakkal (DIN: 03488306)

4) Mr. Shashidhar Narain Sinha (DIN: 00953796)

5) Ms. Divya Rupchand Karani (DIN: 01829747)

6) Mr. Avinash Kaul (DIN: 01852966)

4. Change in Designation

Following Directors were co-opted as Additional Directors on Board and their term expires at the ensuing

Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends

their appointment as Directors of the Company –

1) Mr. Inderjeet Singh (DIN: 07616848)

2) Mr. Punit Misra (DIN: 07152322) (appointed on 05.07.2017)

Directors:

The vacancies on the Board of Governors are to be filled at the Annual General Meeting to be held on

13th September 2017 in accordance with full particulars as provided in the Notice of the Meeting and the

Explanatory Statement annexed thereto.

24

Meetings of the Board of Directors:

During the year, 8 (Eight) Board meetings were convened and held on the following days:

Sr.

No.

Date of the Board

Meeting Attendance of the Board of Directors

1. 20th April 2016 Mr. Venkat Idupuganti, Mr. Benoy Roychowdhury, Mr. Hormusji

Nusserwanji Cama, Mr. Kartik Natraj Sharma, Mr. Sathyamurthy

Parthasaradhy Namakkal, Mr. Sanjay Kumar Tripathy, Mr. Sandip Girish

Tarkas, Mr. Satvir Singh Kataria

2. 17th June 2016 Mr. Venkat Idupuganti, Mr. Benoy Roychowdhury, Mr. Hormusji

Nusserwanji Cama, Mr. Jawhar Sircar, Mr. Kartik Natraj Sharma,

Mr. Sathyamurthy Parthasaradhy Namakkal, Mr. Satvir Singh Kataria,

Mr. Sanjay Kumar Tripathy

3. 11th July 2016 Mr. Venkat Idupuganti, Ms. Anupriya Acharya, Mr. Benoy

Roychowdhury, Ms. Divya Rupchand Karani, Mr. Hormusji Nusserwanji

Cama, Mr. Kartik Natraj Sharma, Mr. Sathyamurthy Parthasaradhy

Namakkal, Mr. Ravindra Kumar, Mr. Satvir Singh Kataria, Mr. Sandip

Girish Tarkas, Mr. Sanjay Kumar Tripathy, Mr. Shailesh Gupta,

Mr. Shashidhar Narain Sinha, Mr. VL Rajesh

4. 5th August 2016 Mr. Venkat Idupuganti, Ms. Anupriya Acharya, Mr. Benoy

Roychowdhury, Ms. Divya Rupchand Karani, Mr. Hormusji Nusserwanji

Cama, Mr. Satvir Singh Kataria, Mr. Ravindra Kumar, Mr. Sandip Girish

Tarkas, Mr. Sanjay Kumar Tripathy, Mr. Shailesh Gupta,

Mr. Shashidhar Narain Sinha

5. 8th September 2016 Mr. Venkat Idupuganti, Mr. Benoy Roychowdhury, Mr. Kartik Natraj

Sharma, Mr. Sathyamurthy Parthasaradhy Namakkal, Mr. Sanjay Kumar

Tripathy, Mr. Sandip Girish Tarkas, Mr. Satvir Singh Kataria,

Mr. Shashidhar Narain Sinha, Mr. Shailesh Gupta, Mr. Siddharth

Kothari

6. 29th September 2016 Mr. Venkat Idupuganti, Mr. Avinash Kaul, Mr. Benoy Roychowdhury,

Ms. Divya Rupchand Karani, Mr. Hormusji Nusserwanji Cama,

Mr. Jawhar Sircar, Mr. Kartik Natraj Sharma, Mr. Sathyamurthy

Parthasaradhy Namakkal, Mr. Sanjay Kumar Tripathy, Mr. Shashidhar

Narain Sinha,

7. 24th November 2016 Mr. Venkat Idupuganti, Mr. Benoy Roychowdhury, Mr. Pratap Pawar,

Mr. Sanjay Kumar Tripathy, Mr. Satvir Singh Kataria

8. 3rd

February 2017 Mr. Venkat Idupuganti, Ms. Anupriya Acharya, Mr. Benoy

Roychowdhury, Mr. Hormusji Nusserwanji Cama, Mr. Pratap Pawar,

Mr. Shailesh Gupta, Mr. Kartik Natraj Sharma, Mr. Sathyamurthy

Parthasaradhy Namakkal, Mr. Rohit Mastram Gupta, Mr. Shashidhar

Narain Sinha, Mr. Satvir Singh Kataria,

The intervening gap between the meetings was within the period prescribed under the Companies Act.

The Company was not required to appoint Independent Directors under Section 149(4) and Rule4 of the

Companies (Appointment and Qualification of Directors) Rules, 2014.

25

MEMBERSHIP

The Council has, from the beginning, been a not-for-profit organisation representing the four different

stakeholders in Media Research covering media sellers and buyers.

On 31st March 2017, MRUC had members as follows:

Category No.

Advertisers 20

Publishers 88

Advertising Agencies 38

Broadcast and Other media 13

Associate Members 4

TOTAL 163

POLICIES AND PROCEDURES

Apart from the pre-auditing of all financial transactions that have been mandatorily practiced over the past

few years, from this year onwards, the Board has also initiated some additional ongoing checks to ensure

total compliance with all statutory requirements.

a) Internal Audit report every quarter – ensures a stricter control on the financials and no lapses

in any mandatory compliance. Course corrections, if any, are also addressed in a timely manner.

b) Statement of Cash flows versus budget – a detailed statement is shared with the Board at

every Board meeting, which helps track income and expenses versus the Annual budgets.

c) Active involvement by the Company Secretary team – physical presence of Mehta & Mehta,

Company Secretaries at every Board Meeting, as well as a detailed scrutiny of the Minutes of all

Board meetings ensures that all key points are noted and covered in accordance with relevant

Company laws.

DETAILS OF POLICY DEVELOPED AND IMPLEMETED BY THE COMPANY ON ITS CORPORATE

SOCIAL RESPONSIBILITY INITIATIVES:

The Corporate Social Responsibility Committee of the Council has been entrusted with the responsibility

of formulating and recommending to the Board of Governors, a Corporate Social Responsibility Policy

(the “CSR Policy”) indicating the activities to be undertaken by the Company, monitoring the

implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR

activities.

26

The Composition of Corporate Social Responsibility Committee is as follows:

1. Mr. Hormusji Nusserwanji Cama (DIN: 00109337)

2. Mr. Sathyamurthy Parthasaradhy Namakkal (DIN: 03488306)

3. Mr. Inderjeet Singh (DIN: 07616848)

The Company’s understanding and interpretation of the provisions of Section 135 of the Companies Act,

2013 (the “Act”) and the Companies (Corporate Social Responsibility) Rules, 2014 (the “Rules”) was that

the same was not applicable to a Company registered under provisions of Section 25 of the erstwhile

Companies Act, 1956 (corresponding to Section 8 of the Companies Act, 2013). Arising therefrom, the

Company had not undertaken any Corporate Social Responsibility initiative(s) and necessary

compliance(s) thereto, for the financial year 2015-16. Further, the Company has made an application to

the Registrar of Companies, Mumbai and the National Company Law Tribunal, Mumbai bench to

compound the aforementioned offence(s) relating to Corporate Social Responsibility as prescribed under

Section 135 of the Act and Rules prescribed thereunder.

For the financial year 2016-17, the Company is in the process of exploring and finalizing the key area(s)

where it can undertake expenditure/contribution towards Corporate Social Responsibility and hence the

Company was unable to spend the requisite amount towards the Corporate Social Responsibility

activities during the financial year 2016-17. The Company is however committed to the objectives as laid

down in the CSR Policy.

The Annual Report on CSR activities, in accordance with section 135 of the Act and the Rules prescribed

thereunder is annexed herewith as Annexure I.

Risk Management Policy

The Board is of the opinion that, there are no elements of risk which may threaten the existence of the

Company hence it was not required to implement a risk management policy.

Adequacy of internal financial controls with reference to the Financial Statements

Based on the framework of internal financial controls and compliance systems established and

maintained by the Company, work performed by the internal and statutory auditors including audit of

internal financial controls over financial reporting by the statutory auditors, and the reviews performed by

management, the board is of the opinion that the Company’s internal financial controls were adequate

and effective during FY 2016-17.

27

OTHER STATUTORY DISCLOSURES

Particulars of contracts or arrangements with related parties

The Company, during the year under review has not entered into transactions with related parties

pursuant to section 188(1) of the Companies Act, 2013 and rules prescribed thereunder. Accordingly, the

disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act,

2013 in Form AOC 2 is not applicable.

Particulars of Loan, Guarantee and Investments under Section 186 of the Act

During the Financial Year 2016-17, the Company has not made any loans or given Guarantee/Security or

made any investments under the provisions of Section 186 of the Act.

Conservation of Energy, Technology Absorption and Foreign Exchange Transactions

a) Energy Conservation and Technology Absorption:

Even though operations of the Company are not energy intensive, the management has been highly

conscious of the importance of conservation of energy and technology absorption at all operational

levels and efforts are made in this direction on a continuous basis. The requirements of disclosure of

particulars with respect to conservation of energy and technology absorption are not applicable to the

Company and hence not been provided.

b) Foreign exchange transactions:

The Council earned fees from subscribers in Foreign exchange totaling 77,500/- (Previous Year

NIL)

There is an outflow of Foreign Exchange in respect of membership fees totaling NIL (Previous

Year 27,382/-)

Extract of Annual Return

Pursuant to the provisions of Section 92(3) of the Act and Rule 12 (1) of the Companies (Management

and Administration) Rules, 2014, the extract of Annual Return in form MGT 9 is annexed as Annexure -

II.

28

AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, M/s. Lalit Khanna

& Co, Chartered Accountants (Firm Registration No: 105564W) were appointed as the Statutory Auditors

of the Company from the conclusion of the 20th Annual General Meeting held on September 18, 2014 till

the conclusion of the 25th Annual General Meeting of the Company to be held in the year 2019, subject to

ratification of their appointment at every Annual General Meeting. At the ensuing Annual General

Meeting, their appointment is proposed to be ratified by the shareholders.

Internal Auditors

As per Companies Act, 2013 and Rules prescribed thereunder, the provisions relating to the appointment

of Internal Auditor is not applicable to your Company, however for the purpose of internal requirement,

the Board has appointed M/s. Lathi & Co., Chartered Accountants as the Internal Auditors of the

Company for the financial year 2016-17.

AUDITORS’ OBSERVATIONS AND DIRECTORS’ COMMENTS

The notes to the financial statement referred to in the Auditors report are self explanatory and do not call

for any further comments. Further, the Auditors report does not contain any qualification, reservation or

adverse remark or disclaimer.

Directors’ Responsibility Statement

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, your Directors, to the best of

their knowledge and belief and according to information and explanation obtained by them, confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed

and there are no material departures;

2. 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 as at 31st March 2017 and of the deficit of the Company for the year ended on that

date;

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding the assets of the Company and for

preventing and detecting fraud and other irregularities;

29

4. They have prepared the annual accounts on a going concern basis;

5. They have laid down internal financial controls to be followed by the Company and such internal

financial controls are adequate and operating effectively;

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

Key decisions with respect to the Council’s offerings are taken keeping in mind the recommendations

made by senior professionals of the industry. These senior professionals contribute their valuable time

and effort on pro bono on the basis of, purely in the interest of the industry. The Board wishes to record

its appreciation and sincere gratitude to each one of them.

Given the unforeseen delay in release of the IRS 2016-17 data, significant efforts were required to get the

industry’s support for the actions taken by the TechComm and the Board to ensure the sanctity of the IRS

is protected.

The Board would like to make special mention of the following individuals who have been invaluable to

this entire process. Mr. CVL Srinivas - Chairman RSCI, Mr. Shashi Sinha, and Mr. Sathyamurthy NP -

Chairman RSCI TechComm have extended unstinted support to the cause of the IRS and have worked

tirelessly to brief the various stakeholders to give the IRS, the industry support it deserves. We thank

them sincerely for their efforts.

The Board also takes this opportunity to sincerely thank the Chairpersons and Members of all the

Committees such as the Technical Committee, Marketing Committee, Legal Committee, Memberships

Committee and Finance Committee, without whose efforts we would not be able to deliver on our

promised levels of service to the industry. Mr. Kartik Sharma (Media Personality Fit) and Ms. Divya

Karani (Radio Research) have been invaluable as heads of the TechComm for the respective new

research initiatives and we applaud their efforts into pushing MRUC into newer research areas.

The Board would like to express its gratitude for the support extended by other Industry bodies such as

the ABC, AAAI, INS, ISA, and BARC by sharing newsletters from MRUC with their respected members,

as well as providing opportunities to interact with their respective Board members. We also appreciate the

support of the AROI team while discussing the Radio Research initiatives. Special thanks to the DDB

Mudra Group, who continue to host many of our meetings during the year.

30

The Council Secretariat team has had a challenging year managing the on-going fieldwork of the IRS, as

well as preparing for the new research projects. In the midst of all this, they also braved the rigours of

repair work, which was undertaken at the Secretariat office, all the while ensuring no single man-day was

lost. Every effort has been made by the team to ensure timely compliance to all mandatory reporting /

filing requirements.

Your Directors would also like to express their sincere gratitude to all the members of the Council for their

active interactions and continuous inputs that help the Council strive for greater heights, and for reposing

their confidence and faith in the Council.

Last, but by no means least – the Board thanks all the IRS users for their patience. It is with their

continued support and enduring commitment to the cause of quality research that the Council is able to

focus on constant improvements and adaptations in a complex and ever changing marketing landscape.

For and on behalf of the Board of Directors

Venkat Idupuganty Place: Mumbai Date: 21

st August 2017

Registered Office: 128, T. V. Industrial Estate, S. K. Ahire Marg, Mumbai - 400030.

Chairman DIN: 00089679

31

ANNEXURE(S) TO THE BOARD’S REPORT

ANNEXURE - I

ANNUAL REPORT ON THE CSR ACTIVITIES OF MEDIA RESEARCH USERS COUNCIL FOR THE

FINANCIAL YEAR 2016-17

1. A brief outline of the

Company’s CSR

Policy, including

overview of projects

/ programmes

proposed to be

undertaken and a

reference to the web-

link to the CSR

Policy and projects /

programmes :-

The Corporate Social Responsibility Policy (the “CSR Policy”) of Media

Research Users Council (the “Council”) is in conformity with the provisions

of Section 135 of the Companies, Act 2013 (the “Act”) read with Schedule

VII to the Act and the Companies (Corporate Social Responsibility Policy)

Rules, 2014.

The CSR Policy lays down the guiding principles that shall be applicable to

the CSR projects / programme / activities of the Council.

The Board of Governors of the Company approved the CSR Policy, on the

basis of the recommendations of the Corporate Social Responsibility

Committee (the “Committee”).

The CSR Policy is available on the website of the Company at:

http://www.mruc.net/sites/default/files/MRUC%20CSR%20POLICY.pdf

2. The composition of

the CSR Committee:-

1. Mr. Hormusji Nusserwanji Cama (DIN: 00109337)

2. Mr. Sathyamurthy Parthasaradhy Namakkal (DIN: 03488306)

3. Mr. Inderjeet Singh (DIN: 07616848)

3. Average net profit of

the Company for last

three financial

years1:-

Rs. 66,44,753/-

1 Financial Year(s): 2013-14, 2014-15 and 2015-16

4. Prescribed CSR

Expenditure (two

percent of the

amount as in item

no. 3 above):-

Rs. 1,32,895/-

32

5. In case the Company

has failed to spend

the two per cent of

the average net profit

of the last three

financial years or

any part thereof, the

Company shall

provide the reasons

for not spending the

amount in its

Director’s Report :-

As the Company is in the process of exploring and finalizing the key

area(s) where it can undertake expenditure/contribution towards Corporate

Social Responsibility the Company was unable to spend the requisite

amount towards Corporate Social Responsibility activities during the

financial year 2016-17. The Council is however committed to the

objectives as laid down in the CSR Policy.

The CSR Committee hereby confirms that implementation and monitoring of the CSR Policy are in

compliance with CSR objectives and policy of the Company.

Venkat Idupuganty Chairman

DIN:00089679

Hormusji N. Cama Member

CSR Committee DIN: 00109337

NP Sathyamurthy Member

CSR Committee DIN: 03488306

Inderjeet Singh Member

CSR Committee DIN: 07616848

33

ANNEXURE - II

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 :- U99999MH1994NPL076530

(ii) Registration Date : - 10/02/1994

(iii) Name of the Company : - MEDIA RESEARCH USERS COUNCIL

(iv) Category/Sub-Category of the Company

: - COMPANY LIMITED BY GUARANTEE/ COMPANY LICENSED UNDER SECTION 25 OF THE COMPANIES ACT, 1956.

(v) Address of the Registered office and contact details

: - 128, TV INDUSTRIAL ESTATE, S.K. AHIRE MARG MUMBAI 400025

(vi) Whether listed company : - N.A.

(vii) Name, Address and Contact details of Registrar and Transfer Agent, if any

:- N.A.

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:-

Sr. No.

Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

1. Market Research and Public Opinion Polling Indian Readership Survey

7320

32.50%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.

Name and address of the Company

CIN/ GLN

Holding/ Subsidiary/ Associate

% of shares

held

Applicable Section

NIL

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

As the Company is formed without share capital under Section 25 of the Companies Act, 1956, the above mentioned provisions are not applicable to the Company.

34

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 (i) Principal Amount (ii) Interest due but not paid (iii) Interest accrued but not due

NIL

Total (i+ii+iii)

Change in Indebtedness during the financial year

Addition

Reduction

Net Change

Indebtedness at the end of the financial year

(i) Principal Amount

(ii) Interest due but not paid

(iii) Interest accrued but not due

Total (i+ii+iii)

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. No. Particulars of Remuneration Name of MD/WTD/ Manager

Total Amount

1. Gross salary a. Salary as per provisions contained in section

17(1) of the Income-tax Act, 1961 b. Value of perquisites u/s 17(2) Income-tax

Act, 1961 c. Profits in lieu of salary under section 17(3)

Income-tax Act, 1961

N.A. 2. Stock Option

3. Sweat Equity

4.

Commission a. As % of profit b. Others, specify…

5. Others, please specify

Total (A)

Ceiling as per the Act

35

B. Remuneration to other directors:

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

1.

Independent Directors a. Fee for attending board / committee meetings

The Company was not required to appoint Independent Directors under Section 149(4) and Rule4 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

b. Commission

c. Others, please specify

Total (1)

2. Other Non-Executive Directors a. Fee for attending board / committee meetings

N.A.

a. Commission

b. Others, please specify

Total (2)

Total (B)=(1+2)

Total Managerial Remuneration

Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

The Company was not required to appoint Key Managerial Personnel in pursuant to section 203 of the

Companies Act, 2013 and Rule 8 of the Companies (Appointment & Remuneration of Managerial

Personnel) Rules, 2014.

Sr. No. Particulars of Remuneration Key Managerial Personnel

(Radhesh Uchil – CEO)

Total Amount

1.

Gross salary a. Salary as per provisions contained in section 17(1) of the Income-

tax Act, 1961 39,78,767

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

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

2. Stock Option NIL

3. Sweat Equity NIL

4. Commission a. As % of profit b. Others, specify

NIL

5. Others, please specify NIL

Total (C) 39,78,767

36

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the

Companies Act

Brief Description

Details of Penalty /

Punishment/ Compounding fees imposed

Authority [RD / NCLT / COURT]

Appeal made, if any (give

Details)

A. COMPANY

Penalty

NIL Punishment

Compounding

B. DIRECTORS

Penalty

NIL Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

NIL Punishment

Compounding

37

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF MEDIA RESEARCH USERS COUNCIL

Report on the Financial Statements

We have audited the accompanying financial statements of Media Research Users Council (‘the

Company’), which comprise the Balance Sheet as at March 31, 2017, the Statement of Income and

Expenditure for the year then ended, and a summary of the significant accounting policies and other

explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Governors 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 and financial performance of the Company in accordance with

the accounting principles generally accepted in India, including the Accounting Standards specified under

Section 133 of the Act, as applicable. This responsibility also includes maintenance of adequate

accounting records in accordance with the provisions of the Act for safeguarding the assets of the

Company and for preventing and detecting frauds and other irregularities; selection and application of

appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and

design, implementation and maintenance of adequate internal financial controls, that were operating

effectively for ensuring the accuracy and completeness of the accounting records, relevant to the

preparation and presentation of these 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 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.

38

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures

in the financial statements. The procedures selected depend on the auditor’s judgment, including the

assessment of the risks of material misstatement of the financial statements, whether due to fraud or

error. In making those risk assessments, the auditor considers internal financial control relevant to the

Company’s preparation of the financial statements that give a true and fair view in order to design audit

procedures that are appropriate in the circumstances. An audit also includes evaluating the

appropriateness of the accounting policies used and the reasonableness of the accounting estimates

made by the Company’s Board of Governors, as well as evaluating the overall presentation of the

financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid financial statements give the information required by the Act in the manner so required and give

a true and fair view in conformity with the accounting principles generally accepted in India, of the state of

affairs of the Company as at March 31, 2017, and its deficit for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. The Company is licensed to operate under Section 25 of the Companies Act, 1956

(corresponding to Section 8 of the Companies Act 2013), and accordingly the requirements of the

Companies (Auditor’s Report) Order, 2016 are not applicable.

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

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

our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law relating to preparation of the

financial statements have been kept by the Company so far as it appears from our

examination of those books.

(c) The Balance Sheet and the Statement of Income and Expenditure dealt with by this

Report are in agreement with the books of account maintained for the purpose of

preparation of these financial statements.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards

specified under Section 133 of the Act, as applicable.

(e) On the basis of the written representations received from the directors as on March 31,

2017, taken on record by the Board of Directors, none of the directors is disqualified as

on March 31, 2017 from being appointed as a Director in terms of Section 164 (2) of the

Act.

39

(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 A’. Our report expresses an unmodified opinion on the adequacy

and operating effectiveness of the Company’s internal financial controls over financial

reporting.

(g) With respect to the other matters to be included in the Independent 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.

iv) The Company has provided requisite disclosures in the financial statements as

regards its holding and dealings in Specified Bank Notes as defined in the

Notification S.O. 3407(E) dated the 8thNovember, 2016 of the Ministry of

Finance, during the period from 8thNovember 2016 to 30

thDecember 2016. Based

on audit procedures performed and the representations provided to us by the

management, we report that the disclosures are in accordance with the books of

account maintained by the Company and as produced to us by the Management.

For Lalit Khanna & Co.

Chartered Accountants

(Registration No. 105564W)

(Lalit Khanna)

Partner

Membership No. 5185

Mumbai, 21st August 2017

40

ANNEXURE ‘A’ TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our

report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section

3 of Section 143 of the Companies Act, 2013 (‘the Act’)

We have audited the internal financial controls over financial reporting of Media Research Users Council

(‘the Company’) as of March 31, 2017 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 (the

‘Guidance Note’). 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 activities, including adherence to 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 Act.

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 Standards on Auditing

prescribed under Section 143(10) of the Act and the Guidance Note, to the extent applicable to an audit

of internal financial controls. Those Standards and the Guidance Note require that we comply with the

ethical requirements and plan and perform the audit to obtain reasonable assurance about whether

adequate internal financial controls over financial reporting were established and maintained and if such

controls operated effectively in all material respects.

41

1

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 judgment, 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 Company’s 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 accordance with generally

accepted accounting principles, and that receipts and expenditures of the company are being made only

in accordance with authorizations of management and directors of the company; and (3) provide

reasonable assurance regarding prevention or timely detection of unauthorized 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 controls

over financial reporting may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

42

Opinion

In our opinion, to the best of our information and according to the explanations given to us, 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, 2017,

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.

For Lalit Khanna & Co.

Chartered Accountants

(Registration No. 105564W)

(Lalit Khanna)

Partner

Membership No. 5185

Mumbai, 21st August 2017

43

MEDIA RESEARCH USERS COUNCIL

Balance Sheet as at 31st March 2017

Note

As at 31st March 2017

As at 31

st March 2016

`

`

A EQUITY AND LIABILITIES i Corpus and Reserves

(a) Council's Corpus 2

18,99,186

18,84,186

(b) Reserves and Surplus 3

7,05,11,772

7,53,65,809

7,24,10,958

7,72,49,995

ii Non-Current Liabilities

(a) Deferred tax liabilities (Net) 4

3,10,912

4,69,965

(b) Long term Provisions 5

14,83,509

8,91,394

17,94,421

13,61,359

iii Current Liabilities

(a) Trade Payables 6

37,23,762

10,51,288

(b) Other Current Liabilities 7

13,03,66,390

7,80,96,254

13,40,90,152

7,91,47,542

Total

20,82,95,531

15,77,58,897

B ASSETS i Non-Current Assets

(a) Fixed Assets

Tangible Assets 8

54,14,674

38,10,001

(b) Long term Loans and Advances 9

1,29,66,369

72,88,396

ii Current Assets

(a) Trade Receivables 10

72,841

2,60,762

(b) Cash and Bank Balances 11

7,70,53,490

7,61,14,243

(c) Short term Loans and Advances 12

11,20,04,392

6,99,74,625

(d) Other Current Assets 13

7,83,765

3,10,872

Total

20,82,95,531

15,77,58,897

Notes forming part of the Financial Statements 1 to 21

As per our report of even date attached For and on behalf of the Board of Governors For Lalit Khanna & Co. Chartered Accountants (Registration No. 105564W) Venkat Idupuganty Chairman (Lalit Khanna) Members of the Board of Governors Partner Benoy Roychowdhury Ravindra Kumar (Membership No. 5185) Hormusji N. Cama Shashidhar Sinha N.P. Sathyamurthy Satvir S. Kataria Mumbai, 21

st August 2017

44

MEDIA RESEARCH USERS COUNCIL

Statement of Income and Expenditure for the year ended 31st March 2017

Note

Year ended 31st March 2017

Year ended 31st March 2016

`

`

I INCOME a Revenue from operations 14

53,68,750

2,95,67,438

b Other Income 15

1,11,46,569

93,71,911

Total Revenue

1,65,15,319

3,89,39,349

II EXPENDITURE

a Employee benefit expenses 16

1,19,04,551

1,15,23,023

b Operation and other expenses 17

93,69,285

2,61,12,259

c Depreciation and amortization expenses 8

2,54,575

1,86,647

Total Expenses

2,15,28,411

3,78,21,929

III Surplus / (Deficit) before Tax

(50,13,092)

11,17,420

IV TAX EXPENSES

a Current Tax 18

-

4,71,463

b Deferred tax

-1,59,054

1,00,893

-1,59,054

5,72,356

V Surplus / (Deficit) for the year

(48,54,038)

5,45,064

Notes forming part of the Financial Statements 1 to 21

As per our report of even date attached to the Balance Sheet For and on behalf of the Board of Governors For Lalit Khanna & Co. Chartered Accountants (Registration No. 105564W) Venkat Idupuganty Chairman (Lalit Khanna) Members of the Board of Governors Partner Benoy Roychowdhury Ravindra Kumar (Membership No. 5185) Hormusji N. Cama Shashidhar Sinha N.P. Sathyamurthy Satvir S. Kataria Mumbai, 21

st August 2017

45

MEDIA RESEARCH USERS COUNCIL

Notes forming part of the Financial Statements for the year ended 31st March 2017

1 Significant Accounting Policies

(a) Basis of preparation:

These financial statements have been prepared in accordance with the Generally Accepted Accounting

Principles in India (‘Indian GAAP’) to comply with the Accounting Standards specified under Section 133 of

the Companies Act, 2013, as applicable. The financial statements have been prepared under the historical

cost convention on accrual basis.

(b) Use of estimates:

The preparation of financial statements requires the management of the Company to make estimates and

assumptions that affect the reported balances of assets and liabilities and disclosures relating to the

contingent liabilities as at the date of the financial statements and reported amounts of income and expense

during the year. Future results could differ due to changes in these estimates and the difference between the

actual result and the estimates are recognised in the period in which the results are known / materialised.

(c) Fixed Assets:

Fixed assets are stated at cost, less accumulated depreciation / amortisation cost include all expenses

incurred to bring the asset to its present location and condition.

(d) Depreciation / Amortisation:

Depreciation is calculated on a straight line basis so as to write off the cost of the assets over the useful lives

of the assets prescribed under Schedule II of the Companies Act 2013.

(e) Employees' Retirement benefits:

The Council does not have any Provident Fund Scheme. Provision for Gratuity and Leave Encashment is

made on the assumption that the eligible employees would resign on the last day of the accounting year. The

Council has this year introduced a Group Annuity Scheme through the Life Insurance Corporation of India.

(f) Foreign Exchange transactions:

Income and Expenses in foreign currencies are converted at exchange rates prevailing on the date of the

transaction. The Council does not have any foreign currency monetary assets and liabilities.

(g) Provisions:

Provision is recognised in the accounts when there is a present obligation as a result of past events and it is

probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be

made. Provisions are not discounted to their present value and are determined based on the best estimate

required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date

and adjusted to reflect the current best estimates. Contingent liabilities (other than for income tax) are not

recognised in the financial statement. A contingent asset is neither recognised nor disclosed in the financial

statements.

46

MEDIA RESEARCH USERS COUNCIL

Notes forming part of the Financial Statements for the year ended 31st March 2017 (continued)

As at 31st March 2017

As at 31st March 2016

`

`

2 COUNCIL'S CORPUS

Balance as at the beginning of the year

18,84,186

18,51,686

Add :

Entrance Fees received during the year

15,000

32,500

18,99,186

18,84,186

3 RESERVES & SURPLUS

a) Accumulation under Section 11(1)(a) of the

Income Tax Act.1961

As at the beginning of the year

1,30,92,289

1,25,47,224

Accumulated during the year

-

5,45,065

1,30,92,289

1,30,92,289

b) Surplus / Deficit in the statement of Income and Expenditure

i Opening Balance

6,22,73,520

6,22,73,521

ii Surplus / (Deficit) for the year

(48,54,038)

5,45,065

5,74,19,483

6,28,18,586

Less :

Amount transferred to Accumulation under section

11(1) (a) of the Income tax Act, 1961

-

5,45,065

5,74,19,483

6,22,73,520

7,05,11,772

7,53,65,810

4 DEFERRED TAX LIABILITIES (NET)

Deferred tax liabilities -

Depreciation and amortisation

7,69,315

7,45,406

Less : Deferred tax Assets

Employee benefits

4,58,403

2,75,441

3,10,912

4,69,965

47

MEDIA RESEARCH USERS COUNCIL

Notes forming part of the Financial Statements for the year ended 31st March 2017 (continued)

As at 31st March 2017

As at 31st March 2016

`

`

5 LONG-TERM PROVISIONS

Long term provisions consist of the following:

Provision for employee benefits

i Provision for Gratuity

10,04,480

4,99,491

ii Provision for Leave Encashment

4,79,029

3,91,903

14,83,509

8,91,394

6 TRADE PAYABLES

37,23,762

10,51,288

6.1 The Company has not received information from suppliers of goods and services regarding their status under

the Micro, Small, and Medium Enterprises Development Act, 2006 and hence the disclosures relating to

amounts unpaid as at the year end under the said Act, have not been given.

7 OTHER CURRENT LIABILITIES

Other current liabilities consist of the following:

(a) Advance Received for IRS and other Reports

and for Membership Subscription

12,91,59,269

7,65,11,439

(b) Other Payables

12,07,121

15,84,815

13,03,66,390

7,80,96,254

Other payables comprise :

i Statutory Liabilities

6,35,441

13,97,677

ii Others

5,71,680

1,87,138

12,07,121

15,84,815

48

MEDIA RESEARCH USERS COUNCIL

Notes forming part of the Financial Statements for the year ended 31st March 2017 (continued)

8 FIXED ASSETS

Tangible Assets

Description of Assets

COST DEPRECIATION NET BOOK VALUE

As at the Beginning of the year

Additions during the

year

Deductions / Adjustments

As at the end of the

year

Upto the beginning of

the year

Deductions / Adjustments

For the year Upto the end of the year

As at 31st March

2017

As at 31st March

2016

` ` ` ` ` ` ` ` ` `

1. Office Premises 47,81,100 - - 47,81,100 13,44,168 - 79,685 14,23,853 33,57,247 34,36,931

2. Office Equipments 1,23,778 1,18,385

2,42,163 66,754 - 16,578 83,332 1,58,831 57,024

3. Computers 5,28,877 1,42,714 - 6,71,591 2,50,817 - 1,44,325 3,95,142 2,76,449 2,78,061

4. Furniture & Fixtures 1,65,126 15,98,149 - 17,63,275 1,27,141 - 13,987 1,41,128 16,22,147 37,985

Total Rupees 55,98,881 18,59,248 - 74,58,129 17,88,880 - 2,54,575 20,43,455 54,14,674 38,10,001

Previous year Total Rupees 54,66,406 1,32,475 - 55,98,881 16,02,233 - 1,86,647 17,88,880 38,10,001 38,64,175

49

MEDIA RESEARCH USERS COUNCIL

Notes forming part of the Financial Statements for the year ended 31st March 2017 (continued)

As at 31st March 2017

As at 31st March 2016

`

`

9 LONG TERM LOANS AND ADVANCES

Long-term Loans and Advances (Unsecured Considered good) consist of the following:

(i) Security Deposits

83,000

58,000

(ii) Prepaid Taxes less Provision

1,28,83,369

72,30,396

1,29,66,369

72,88,396

10 TRADE RECEIVABLES

Trade receivables (Unsecured, Considered good) consist of the following:

(a) Over Six months from the date they were due for payment: 65,091

5,445

(b) Others

7,750

2,55,317

72,841

2,60,762

11 CASH AND BANK BALANCES

Cash and Bank Balances consist of the following:

(a) Cash and Cash equivalents (i) Cash in Hand

239

-

(ii) Balance with Banks

In Current Accounts

7,41,082

37,68,881

In Linked Term deposits

3,49,34,608

4,48,51,716

3,56,75,929

4,86,20,597

(b) Other Bank Balances

Short-term bank deposits ##### 4,13,77,562 ### 2,74,93,646

7,70,53,490

7,61,14,243

11.1 Linked term deposits are deposits which can be withdrawn by the Company at any given point of time without prior

notice or penalty on the principal.

50

MEDIA RESEARCH USERS COUNCIL

Notes forming part of the Financial Statements for the year ended 31st March 2017 (continued)

As at 31st March 2017

As at 31st March 2016

`

`

11.2 In accordance with MCA notification G.S.R. 308 (E) dated March 30, 2017 details of Specified Bank Notes (SBN) and Other Denomination Notes (ODN) held and transacted during the period from November 8, 2016 to December 30, 2016 are as given below:

Particulars

SBNs ODNs Total

Closing cash in hand as on 8th

November 2016 Add: Permitted Receipts Less: Permitted Payments Less: Amount deposited in Banks

24,000

(24,000)

4,086 60,022

(40,888)

28,086 60,022

(40,888) (24,000)

Closing cash in hand as on 30th

December 2016 - 23,220 23,220

12 SHORT TERM LOANS AND ADVANCES

Short-term Loans and Advances (Unsecured considered good)

consist of the following:

(i) Prepaid Taxes less Provision

1,51,63,288

1,51,63,288

(ii) Advance for Research and Survey

9,60,00,000

5,40,00,000

(iii) Other amounts recoverable in cash or in kind or for

value to be received

8,41,104

8,11,336

11,20,04,392

6,99,74,624

13 OTHER CURRENT ASSETS

Other Current Assets consist of Interest

(i) Accrued on Bank Deposits

7,83,765

3,10,872

51

MEDIA RESEARCH USERS COUNCIL

Notes forming part of the Financial Statements for the year ended 31st March 2017 (continued)

Year ended 31st March 2017

Year ended 31st March 2016

`

`

14 REVENUE FROM OPERATIONS

Revenue from operations consists of -

(i) Subscriptions for IRS Reports

53,68,750

2,95,67,438

15 OTHER INCOME

Other Income consists of the following:

(i) Interest income

59,44,350

40,27,687

(ii) Membership Subscription

50,93,462

47,75,369

(iii) Unclaimed credit balances and provisions no longer

required written back

60,358

5,50,210

(iv) Miscellaneous Income

48,399

18,645

1,11,46,569

93,71,911

Interest Income comprises:

(i) Interest on bank Deposits

59,44,350

39,82,785

(ii) Other Interest

-

44,902

59,44,350

40,27,687

16 EMPLOYEE BENEFIT EXPENSES

Employee Benefit Expenses consist of the following:

(i) Salaries, Allowances, Bonus and Incentives

1,02,56,956

1,06,82,672

(ii) Gratuity

5,04,989

6,56,242

(iii) Contribution towards Group Annuity Scheme

9,25,312

-

(iv) Staff Welfare Expenses

2,17,294

1,84,109

1,19,04,551

1,15,23,023

52

MEDIA RESEARCH USERS COUNCIL

Notes forming part of the Financial Statements for the year ended 31st March 2017 (continued)

Year ended 31st March 2017

Year ended 31st March 2016

`

`

17 OPERATION AND OTHER EXPENSES

Operation and Other Expenses consist of the following :

i Research and Survey fees

40,58,051

2,16,37,070

ii Professional & Consultancy Charges (Refer Note (a) below)

15,57,500

15,09,000

iii Travelling & Conveyance

22,11,557

11,43,007

iv Telephone Charges

3,38,804

3,27,175

v Service Tax and Swachh Bharat Cess

2,88,532

2,79,479

vi Conference and Meetings Expenses

81,849

2,52,332

vii Repairs & Maintenance (Refer Note (b) below)

2,54,215

2,30,727

viii Electricity Charges 1,46,820 1,75,791

ix Computer Software 18,482 1,21,986

x Auditors' Remuneration (Refer Note (c) below) 1,00,000 1,00,000

xi Printing & Stationery 1,29,399 86,993

xii Subscription and fees 64,773 80,782

xiii Postage and Courier Charges 19,376 42,071

xiv Insurance 27,693 26,328

xv Website Expenses 24,233 13,509

xvi Other Expenses 48,001 86,008

93,69,285 2,61,12,259

53

MEDIA RESEARCH USERS COUNCIL

Notes forming part of the Financial Statements for the year ended 31st March 2017 (continued)

Year ended 31st March 2017

Year ended 31st March 2016

`

`

Notes: a) Professional & Consultancy Charges include payment of Rs. 1,63,000/- (Previous year Rs. 2,05,000/-) for various

taxation services to M/s Lalit Khanna & Associates, a firm in which Mr. Lalit Khanna who is a Partner of Lalit Khanna & Company, the Auditors of Council, is Partner.

i Taxation Services (including appeals and revisions)

1,63,000

2,05,000

ii Other Services

-

1,63,000

2,05,000

b) Repairs and Maintenance comprise as under :-

(i) Repairs to Premises

1,37,026

1,59,533

(ii) Other Repairs

1,17,189

71,194

2,54,215

2,30,727

c) Auditors' Remuneration comprises as under :-

(i) Statutory Audit Fees

75,000

75,000

(ii) Tax Audit Fees

25,000

25,000

1,00,000

1,00,000

18 CURRENT TAX

(i) Provision for Tax for this Year

-

2,00,000

(iii) Short provision for earlier years (Net)

-

2,71,463

-

4,71,463

19 In the opinion of the Company, it is entitled to exemption from tax under Section 11 of the Income Tax Act, 1961.

However, the Income Tax Department has for certain assessment years denied exemption and the matter is

before the appellate authorities for the said assessment years. Hence, as a measure of abundant caution, a

provision of ` 2,00,000 was made in the previous year. This year there being a deficit of ` -50,13,092 the

question of any provision for tax does not arise. Similarly as a measure of abundant caution, adjustment has been

made for deferred tax liabilities (Net) ` -1,59,054 (Previous year ` 1,00,893)

54

MEDIA RESEARCH USERS COUNCIL

Notes forming part of the Financial Statements for the year ended 31st March 2017 (continued)

Year ended 31st March 2017

Year ended 31st March 2016

`

`

20 Expenditure and Earnings in Foreign Exchange

(i) Expenditure in respect of Membership fees

-

27,382

(ii) Earnings in respect of Income from subscription for IRS Reports

77,500

-

21 Previous year's figures have been recast / restated.

As per our report of even date attached For and on behalf of the Board of Governors For Lalit Khanna & Co. Chartered Accountants (Registration No. 105564W) Venkat Idupuganty Chairman (Lalit Khanna) Members of the Board of Governors Partner Benoy Roychowdhury Ravindra Kumar (Membership No. 5185) Hormusji N. Cama Shashidhar Sinha N.P. Sathyamurthy Satvir S. Kataria Mumbai, 21

st August 2017

55

Registered Office :

128, TV Industrial Estate, S. K. Ahire Marg, Worli,

Mumbai 400 030

Tel: 022 2498 3416 / 2491 3359 e-mail: [email protected]

web: www.mruc.net