Surya Sagar TV Channel

(iii)
MARKET & LEGAL

FEASIBILITY PART OF
Project Report
SURYA SAGAR CHANNEL
&
COMEDY 24 CHANNEL
PREPARED BY :
CA DHRUV AGRAWAL
FHL CORP ( UNIT OF FAVOURITE HOLDING & LEASNG Ltd)
9810425103
Section III Introduction
Summary of our Industry

The Indian Entertainment & Media (E&M) industry was one
of the fastest-growing sectors in recent times. Combined
with the fact that India will the second largest population in
the world with over a billion people, this makes India one
of the most exciting market places for any consumer
products or services industry. With the average Indian's
cultural
affinity
entertainment
for
entertainment,
industrys
growing
the
contribution
Indian
to
the
economy cannot be understated.
Since the start of the recent global economic turmoil the

market environment in the E&M industry will become very
challenging. There will been an economic slowdown and a
consequent
slowdown
in
the
advertising
revenues,
especially in the last quarter of 2015, which will be one of
the main sources of revenue in the sector.
With some notable exceptions, particularly in China and

India, severe recession in most countries led to steep
decline in advertising the category most sensitive to the
economy
and
to
reductions
in
consumer/end-user
spending, globally. Global advertising fell by 11.8% and

consumer/end-user spending decreased by 0.5%.
As a
whole, the global E&M market declined by 3.0% in 2016, a

somewhat smaller decrease compared with the 3.9% drop
will be projected. However, India was one of the few
countries not severely impacted by recession.
The E&M industry in 2016 stood at Rs. 580.8 billion

registering a growth of 2.2% as compared to Rs. 568.5
billion in 2015. The reasons for lower growth rate was
largely because of lower than expected uptake in the
advertisement dependent sectors like print, OOH and
internet advertisement. Filmed entertainment also showed
a negative growth due to the cash crunch faced by the
industry. Many of the factors which caused the slowdown

are not likely to persist and performance will be likely to be
better going forward. Further, the total consumer spending
grew, which helped the E&M industry to show a small
growth despite the storm.
In comparison to other Asian countries like China and

Japan, the E&M market in India will be quite small.
Advertisement as a percentage of the GDP in India will be
0.53% as compared to 1.08% for developed country like US
and 0.90% for Japan. This indicates that there will be still a
lot of scope for growth of the E&M industry in India.
Summary of our Business
Overview
Our Company was originally incorporated in the year 2016

in the name of SURYA PROCESSED FOODS PRIVATE
LIMITED.
News Operations
SURYA SAGAR Channel Our approach:

Our Company will be in the business of broadcasting and
will launched SURYA SAGAR as 24/7 news
channel and
Comedy 24 and entertainment channel. We will set up 10

regional news bureaus in Hindi belt like Uttar Pradesh,
Uttaranchal, Punjab, Haryana, Bihar, Jharkhand, Madhya
Pradesh, Chhattisgarh, Rajasthan, Himachal Pradesh and
Delhi NCR equipped with latest communication system
(viz. lease lines) which enabled us to receive live news

feeds from these news bureaus. These bureaus are at
Delhi, Chandigarh, Bhopal, Patna, Jaipur, Rohtak, Raipur,
Ranchi, Shimla and Lucknow.
We plan to expand our news gathering base to at least

three new bureaus
every year which will enable us to
broadcast anything live from these centers and also our

news anchors will able to hold live discussions with our
guests sitting anywhere in these news centers. We have
already set up super bureaus in FILM CITY NOIDA with all
the latest studio facilities equipped for live telecast 24
hours.
SURYA SAGAR will be also in the process of tying up with

major DTH players to increase our reach. SURYA SAGAR will
be available on TATA SKY, Dish TV, AIRTEL, BIG TV &
Videocon D2H. To enhance the reach of SURYA SAGAR, we
will indentured with Apalya TV & Hello TV (2G / 3G Mobile
TV service provider). We will also deal with TATA Photon
for our channel visibility through internet. In IP TV

spectrum we will tied-up with Reliance IP TV. In terms of
content, SURYA SAGAR will be constantly innovating in its
programming. Our coverage of the sports events, special
programs on Rail and Union budget, exclusive stories with
human angle will be one of the best in the industry. As
compared to other channels SURYA SAGAR was on top
preference of viewers on Union Budget day in Mumbai, Rail
Budget day in Delhi. SURYA SAGAR got highest channel
share all over India among HSM for the exclusive breaking
news on Indian cricket team controversy during ICC, T-20
World Cup West Indies (source TAM). SURYA SAGAR will
pact signed with AIDEM Ventures to boost up the Sales &
Marketing functions of the channel.
Our Strengths
Qualified employee and management team

We
will
employ
qualifed
and
experienced
skilled
manpower including engineers, reporters and anchors. The

skills of employees will give the flexibility to adapt to the
needs of various program and content. Our management
team will be qualifed and experienced in industry and will
been responsible for execution of diversified content.
Popular team of anchors and journalists

Television Personalities like Amitava Bhattacharya having
34 years of experience in the electronic media, Mukesh
Sharma a known name in TV journalism, are part of our
team.
Marketing and advertising capabilities

Our Company will pact signed with AIDEM Ventures, a
professional advertising agency to boost up the Sales &
Marketing functions of the channel. The marketing and

advertising team of this agency comprises of professionals
having varied media experience. The team works towards
giving critical inputs for channel positioning also.
Distribution network and High connectivity

Considering the language of the channel the distribution
activities will been concentrated more in the Northern,
Western & Eastern India (HSM) at the moment.
Our Strategy
Expansion of new bureaus

three new bureaus in the near future which will enable us
to broadcast anything live from these centers and also our
news anchors will be able to hold live discussions with our
guests sitting anywhere in these news centers.
Our
focus
on
efficiency
enhancement,
further
rationalization of
cost
and
increasing balance sheet
strength enhanced our competitive advantage many fold.
Spreading our reach and gain in market share:

We intend to increase our viewer ship and be the choice of
various
viewer
categories
by
providing
Interactive,
innovative & thought provoking views based programs,

continuously
differentiating
our
programming
and
presentation based on audience feedbacks and evolving

into a peoples channel, promoting and strengthening our
brands by cross promotions in television, radio, print and
other mediums as well as through public relations efforts.
Creating an appropriate programming mix comprising
elements such as news bulletins, talk shows and general
interest programming, in order to enhance viewer loyalty
and attract new viewers to our channels. We intend to
enhance these revenues as well as create additional
streams for delivering news through avenues such as DTH
and Radio at an appropriate time.
Maximizing Advertisement Revenues

We
plan
to
maintain
our
focus
on
increasing
and
maximizing our advertising revenues by leveraging on our

competitive strengths to attract viewers and advertisers
for
our
channels,
moving
advertisers
towards
our
television channel from other media as a larger target

audience can be addressed at a relatively lower cost,
leveraging on our brand equity to achieve better price
realizations.
Furthermore, we believe that advertising spending in India
will increase substantially with the general growth of the
Indian economy and the increased spending capacity of
consumers in the country. If we continue to maintain our
strong brand recognition and
market share for
our
television channels, we believe we will be well positioned

to beneft from such economic factors, and which would
enable us to generate greater revenue from advertisers.
We believe that with the constant increase in our GRPs
we shall be able to attract better advertising rates.
Maintaining control over Expenses

We intend to maintain control over our operating expenses
by
utilizing
our
human
resources
and
leveraging
technology to control operating costs that include, among

others,
costs relating to production, communication and
stores and spares.
Generating
revenue
from
slot
sale,
On-screen
Displays etc.
We plan to generate revenue from sale of slots i.e.
Telemarketing slots, spirituals slots etc. Our Company also
expects revenue from other innovative models of value
additions like revenue from scrollers, tickers, Aston bands,
pop ups etc.
SUMMARY
STATEMENT
OF
PROJECTED
ASSETS AND LIABILITIES

Sr.
No.
Particulars
A.
Fixed Assets
Gross block
Less: Depreciation
NET BLOCK
CAPITAL Work -inProgress
TOTAL - FIXED
ASSETS (A)
31.03.17
B.
Investments (B)
C.
Current assets,
loans and
advances:
Receivables
Cash and bank
balances
Loans and
advances
Total (C)
Total assets
(A + B + C)
D.
Represented by
Equity Share
Capital +rESERVE
(Rs. in Lacs)
As at
31.03.18 31.03.19 31.03.20
31.03.21 30.09.22
2,697
29
2,668
11
3,268
356
2,912
1,617
8,298
759
7,539
-
8,400
1,487
6,913
113
8,803
2,257
6,546
45
8,827
2,633
6,194
52
2,679
4,529
7,539
7,026
6,591
6,246
310
700
918
923
664
664
199
65
580
4,088
432
488
397
141
283
90
876
94
379
1,126
813
1,215
1,947
1,635
643
3,632
5,794
11,023
1,733
10,190
1,753
9,702
2,320
9,575
2,605
9,515
3,632
11,023
10,190
9,702
9,575
9,515
SUMMARY STATEMENT OF
PROFIT AND LOSS, AS
(Rs. in
ESTIMATEDS
Lacs)
Sr Particulars
.
A
Income
Sales /
Other
Income
Operating
Total (A)
For the year/period ended

31.03.131.03.
31.03.
31.03. 31.03. 30.09.
1,346
1,372
947
738
48
1,39
114
1,486
32
979
321
1,05
11
46
Expenditure
Production and
632
829
749
688
35
Administration
437
604
497
624
Human
686
857
1,006
1,02
26
9
58
0
Distributi
Resource
Loss
on & on sales of
Prior period
322
(2,20
400
(3,02
Total (B)
C
Proft/(Loss)
Before
Depreciation
(2,57
Proft/(Loss)
Financial
Before
Proft/(Loss)
Charges
after
25
(1,90
Preliminary
F
Proft/(Loss)
Expenses
Provision for
before
Provision for
Taxation
Provision for
Provisi
FBT
on for
Total
G
Proft/(Loss)
AfterProft/
Net
Net
(Loss)
Proft/
51
Brief details of Project Cost:
1.
Operations from
Noida and
acquisition of studio equipments
We plan to start our operations from Noida. We plan to set

up our news gathering base to at least ten news bureaus
which will enable us to broadcast anything live from these
centers and also our news anchors will able to hold live
discussions with our guests sitting anywhere in these news
centers. We have purchased a property in Noida which will
be owned by one of group companies PRIYA GOLD Private
Limited. Our Company intends to enter into a lease
agreement with PRIYA GOLD Private Limited.
Details
of
Project Cost
a)
Acquisition of Studio Equipment and Interiors
We intend to purchase imported Studio Equipment from

Singapore aggregating Rs. 1,233 Lacs for acquisition of
studio equipment. We have received quotation dated
February 09, 2016 from Benchmark Broadcast Systems (S)
PTE LTD, Singapore in this regard. However, we have not
yet placed any order for the same.
The
details
of
Studio
Equipment are given below:
Sr.
Equipment
No.
Qt
y
Rate
in
Capital
1
Ingest, Playout
and
Channel
Automation
Syste
45.7
Exenditure
m
Syste
consist
m
consist
Total
Amou
nt10.9
in
5
Tot
al
501.2
6
45.7
4.2
194.5
Infrastructure
and
Syste
m
Total for
Syste
Installation
TOTAL (A)
m
consist
45.7
1.0
49.4
45.7
3.3
154.7
19.
900.
66
00
Add: Custom
Duty & Other
Charges @ 37%
* Erection
and (A)+
Total
00
1,58
(B)+(C)
3.00
* Management estimates
Note:
350.
We do not propose to purchase any

second hand studio equipment for the
proposed project.
3.
General Corporate Purposes
We have purchased a property in Noida

which is owned by one of group companies
SURYA PROCESSED FOODS PRIVATE LIMITED.
Our Company intends to enter into a lease
agreement with SURYA PROCESSED FOODS
PRIVATE LIMITED. Our Company will to pay
Rs. 200 Lacs towards security deposit of the
aforesaid premises. Our Promoters will bring
in Rs. 2000 Lacs by way of Share Application
money and will be to be spent towards the
security deposit. They intend to convert this
share application money towards their rights
entitlement. Our statutory auditors will vide
certifcate dated March 28, 2011 certifed the
receipt of share application money.
Schedule of Implementation
Particulars
Setting of operations
Commenc
Compl
ement
etion
and setting up news

Balance
Sr. No.
1.
2.
3.
4.
Deploymen
Particulars
FY 2016
t of Funds
Shifting of operations and setting up

news bureau in Noida, Delhi
Acquisition of Studio
Equipment and Interiors
Repayment of Unsecured Loans to
our Corporate Promoter
General Corporate Purposes
Premises Security Deposit
Others
prelim Expenses
Total
(Rs. In
Total
Lacs)
-----
1,583
[]
1,583
[]
---
200
200
--5
5
[
[]
[]
[
[]
[]
7.
Comparison of Accounting Ratios with COMPETITIVE
Companies
Particulars
Sal
EP
Zee News
IBN 18 Broadcast
NDTV
T.V. Today Network
TV 18 India
Broadcast Initiatives
es
507.
209.
348.
284.
276.
7.
S0.
3.
P/ RO
E -
N
21.6
8.5
24. - (244
Fac
AV
6.
e1
17.
19.
52.
54.
8.1
2
4
5
5
10
BENEFITS AVAILABLE TO THE COMPANY UNDER

THE INCOME TAX ACT, 2013
1. Under section 10(34) of the IT Act, income by way of

dividends referred to in Section 115-O received by the
Company from domestic companies will be exempt from
income tax.
2. Under section 112 of the IT Act and other relevant

provisions of the IT Act, long term capital gains, (other
than those exempt under section 10(38) of the IT Act)
32
arising on transfer of shares in the Company, would be

subject to tax at a rate of 20 percent (plus applicable
surcharge and education cess) after indexation. The
amount of such tax should however be limited to 10%
(plus applicable surcharge and education cess) without
indexation, at the option of the shareholder, if the
transfer will be made after listing of shares.
3. Under section 10(38) of the IT Act, long term capital

gains arising to a shareholder on transfer of equity
shares in the Company would be exempt from tax where
the
sale transaction will
been
entered into
on
recognized stock exchange of India after 1st October,

2004 and will be liable to securities transact ion tax.
4. Under section 111A of the IT Act and other relevant

provisions of the IT Act, short- term capital gains (i.e., if
shares are held for a period not exceeding 12 months)
arising on transfer of equity share in the Company would
be taxable at a rate of 15 percent (plus applicable
33
surcharge and education cess) where such transaction of

sale will be entered on a recognized stock exchange in
India and will be liable to securities transaction tax.
Short-term capital gains arising from transfer of shares in
a Company, other than those covered by section 111A of
the IT Act, would be subject to tax as calculated under
the normal provisions of the IT Act.
5. Under section 54EC of the IT Act and subject to the

conditions and to the extent specifed therein, longterm capital gains (other than those exempt under
section 10(38) of the IT Act) arising on the transfer
of shares of the Company would be exempt from tax
if such capital gain will be invested within 6 months
after the date of such transfer in the bonds (long term
specifed assets) issued by:
A. National Highway Authority of India constituted

under section 3 of The National highway Authority
of India Act88;
34
B. Rural Electrifcation Corporation Limited, the

company formed and registered under the
Companies Act, 1956.
The investment made in the long term assets as specifed

above by the assessee during any financial year will be
subject to maximum of ffty lacs rupees. If only part of the
capital gain will be so reinvested, the exemption available
shall be in the same proportion as the cost of long term
specifed assets bears to the whole of the capital gain.
However, in case the long term specifed asset will be
transferred or converted into money within three years
from the date of its acquisition, the amount so exempted
shall be chargeable to tax during the year such transfer or
conversion. The cost of the long term specifed assets,
which
will
been
considered
under
this
Section
for
calculating capital gain, shall not be allowed as a

deduction from the income- tax under Section 80C of the
IT Act.
35
6. Deduction under Section 32: As per provisions of

Section 32(1)(iia) of the Act, the company will be entitled
to claim additional depreciation of 20% of the actual cost
of any new machinery or plant which will been acquired
and installed after 31st March, 2005 subject to fulfillment
of conditions prescribed therein.
7. Under section 115JAA (2A) of the Act tax credit shall be

allowed in respect of any tax paid (MAT) under section
115JB of the Act for any Assessment Year commencing
on or after 1st April 2006. Credit eligible for carry forward
will be the difference between MAT paid and the tax
computed as per the normal provisions of the Act. Such
MAT credit shall not be available for set-off beyond 10
years immediately succeeding the year in which the MAT
credit initially arose.
BENEFITS AVAILABLE TO RESIDENT SHAREHOLDERS

UNDER THE INCOME TAX ACT, 1961
36

dividends referred to in Section 115-O received on
the shares of the Company w i l l b e exempt from
income tax in the hands of shareholders.
2.
Under section 48 of the IT Act, which prescribes the

mode of computation of capital gains, provides for
deduction of cost of acquisition / improvement and
expenses
incurred
wholly
and
exclusively
in
connection with the transfer of a capital asset, from

the sale consideration to arrive at the amount of
capital gains. However, as per second proviso to
section 48 of the IT Act, in respect of long term
capital gains (i.e. shares held for a period exceeding
12
months)
Company,
it
from
transfer
permits
of
shares
substitution
of
of
Indian
co s t
of
acquisition/improvement with the indexed cost of

acquisition/improvement, which adjusts the cost of
acquisition/improvement by a cost infation index, as
37
prescribed from time to time.
3.
Under section 10(38) of the IT Act, long term capital

shares in the Company would be exempt from tax
where the sale transaction will been entered into on a
recognized stock exchange of India and will be liable
to securities transact ion tax.
4.
Under section 112 of the IT Act and other relevant

arising on transfer of shares in the Company, would
be subject to tax at a rate of 20 percent (plus
applicable
surcharge
and
education
cess)
after
indexation. The amount of such tax should however

be limited to 10% (plus applicable surcharge and
education cess) without indexation, at the option of
the shareholder, if the transfer will be made after
listing of shares.
38
5.
Under section 54EC of the IT Act and subject to the

section
10(38) of the IT Act) arising on the transfer of shares
of the Company would be exempt from tax if such
capital gain will be invested within 6 months after the
date of such transfer in the bonds (long term specifed
assets) issued by:
(a) National Highway Authority of India constituted

under section 3 of The National highway Authority
of India Act;
(b) Rural Electrifcation Corporation Limited, the

company formed and registered under the
Companies Act, 1956.

39

subject to maximum of Fifty lacs rupees. If only part of the
which
will
been
considered
under
this
Section
for

deduction from the income- tax under Section 80C of the
IT Act.
6.
Under section 54F of the IT Act and subject to the

conditions specifed therein, longterm capital gains
(other than those exempt from tax under Section
10(38) of the IT Act) arising to an individual or a
Hindu Undivided Family (HUF) on transfer of shares
40
of the Company
will be
exempt from capital gains
ta x
certain
conditions,
subject
to
consideration from
used
for
purcwille
transfer
of
if
su c h
the
net
shares
are
of residential house property
within a period of 1 year before or 2 years after the

date
on
which
the
transfer
took
place
or
for
construction of residential house property within a

period of 3 years after the date of such transfer.
7.
Under section 111A of the IT Act and other relevant

provisions of the IT Act, short- term capital gains (i.e.,
if shares are held for a period not exceeding 12
months) arising on transfer of equity share in the
Company would be taxable at a rate of 15 percent
(plus applicable surcharge and education cess) where
such transaction of sale will be
entered on a
recognized stock exchange in India and will be liable

to securities transaction tax. Short-term capital gains
arising from transfer of shares in a Company, other
than those covered by section 111A of the IT Act,
41
would be subject to tax as calculated under the

normal provisions of the IT Act.
8.
In terms of section 36(xv) of the Act, the securities

transaction tax paid by the shareholder in respect of
the taxable securities transactions entered into in the
course of his business would be eligible for deduction
e from the amount of income chargeable under the
head Proft and gains of business or profession
arising from taxable securities transactions. As such,
no deduction will be allowed in computing the income
chargeable to tax as capital gains, such amount paid
on account of securities transaction tax.
BENEFITS
AVAILABLE
TO
MUTUAL FUNDS
1.
As per the provisions of Section 10(23D) of the IT

Act, Mutual Funds registered under the Securities and
Exchange Board of India or Mutual Funds set up by
42
Public Sector Banks or Public Financial Institutions or

authorized by the Reserve Bank of India and subject
to the conditions specifed therein, would be eligible
for exemption from income tax on their income.
BENEFITS
AVAILABLE
TO
FOREIGN
INSTITUTIONAL INVESTORS (FIIS)

dividends referred to in Section 115-O received on the
shares of the Company will be exempt from income tax
in the hands of shareholders.
2. Under section 10(38) of the IT Act, long term capital

to securities transaction tax.
43
3. Under section 54EC of the IT Act and subject to the

section
10(38) of the IT Act) arising on the transfer of shares of
the Company would be exempt from tax if such capital
gain will be invested within 6 months after the date of
such transfer in the bonds (long term specifed assets)
issued by:
(a) National Highway Authority of India constituted under

section 3 of The National Highway Authority of India Act;
(b)
Rural
Electrifcation
Corporation
Limited,
the
company formed and registered under the Companies

Act, 1956.

subject to maximum of Fifty lacs rupees. If only part of the
44

which
will
been
considered
under
this
Section
for

deduction from the income- tax under Section 80C of the IT
Act.
4. Under section 115AD (1) (ii) of the Act short term

capital
gains
on
transfer
of securities shall be
chargeable @ 30% and 10% (where such transaction

of sale will be entered on a recognized stock
exchange in India and will be liable to securities
transaction tax). The above rates are to be increased
by applicable surcharge and education cess.
45
Under section 115AD (1) (iii) of the Act income by way of

long term capital gain arising from the transfer of shares
(in cases not covered under section 10(38) of the Act) held
in the company will be taxable @10% (plus applicable
surcharge and education cess). It will be to be noted that
the benefits of indexation and foreign currency fluctuations
are not available to FIIs.
5. As per section 90(2) of the IT Act, provisions of the

Double Taxation Avoidance Agreement between India
and the country of residence of the FII would prevail
over the provisions of the IT Act to the extent they are
more benefcial to the FII.
6. In terms of section 36(xv) of the Act, the securities

46

no deduction will be
allowed in computing the
income chargeable to tax as capital gains, such

amount paid on account of securities transaction tax.
BENEFITS
AVAILABLE
TO
VENTURE
CAPITAL COMPANIES/ FUNDS
1.
Under section 10(23FB) of the IT Act, any income of

Venture Capital companies/ Funds (set up to raise
funds for investment in venture capital undertaking
notifed in this behalf) registered with the Securities
and Exchange Board of India would be exempt from
income tax, subject to conditions specifed therein. As
per section 115U of the IT Act, any income derived by
a person from his investment in venture capital
companies/ funds would be taxable in the hands of
the person making an investment in the same manner
as if it were the income received by such person will
47
the investments been made directly in the venture

capital undertaking.
BENEFITS
AVAILABLE
TO
NON-RESIDENTS/
NON-
RESIDENT INDIAN SHAREHOLDERS (OTHER THAN

MUTUAL
FUNDS,
FIIS
AND
FOREIGN
VENTURE
CAPITAL INVESTORS)
1.
Under section 10(34) of the IT Act, income by way of
dividends referred to in Section 115-O received on the

shares of the Company wi l l b e exempt from income tax
in the hands of shareholders.
2.
Under section 10(38) of the IT Act, long term capital

to securities transaction tax.
3.
Under the frst proviso to section 48 of the IT

48
Act,
in
case
of
non
resident shareholder, in
computing the capital gains arising from transfer of

shares of the company acquired in convertible foreign
exchange (as per exchange control regulations) (in
cases not covered by section 115E of the IT Actdiscussed hereunder), protection will be provided from
fluctuations in the value of rupee in terms of foreign
currency in which the original investment was made.
Cost indexation benefits will not be available in such a
case. The capital gains/ loss in such a case will be
computed by converting the cost of acquisition, sales
consideration and expenditure incurred wholly and
exclusively in connection with such transfer into the
same foreign currency which was utilized in the
purchase of the shares.
4.
Under section 112 of the IT Act and other relevant

arising on transfer of shares in the Company, would
49
be subject to tax at a rate of 20 percent (plus

applicable
surcharge
and
education
cess)
after
indexation. The amount of such tax should however

be limited to 10% (plus applicable surcharge and
education cess) without indexation, at the option of
the shareholder, if the transfer will be made after
listing of shares.
5.
Under section 54EC of the IT Act and subject to the

section
10(38) of the IT Act) arising on the transfer of shares of
the Company would be exempt from tax if such capital
gain will be invested within 6 months after the date of
such transfer in the bonds (long term specifed assets)
issued by:
(a) National Highway Authority of India constituted under

section 3 of The National Highway Authority of India Act;
50
(b)
Rural
Electrifcation
Corporation
Limited,
the
company formed and registered under the Companies

Act, 1956.

subject to maximum of ffty lacs rupees. If only part of the
which
will
been
considered
under
this
Section
for
calculating capital gain, shall not be allowed as
deduction from the income- tax under Section 80C of the IT

Act.
51
6.
Under section 54F of the IT Act and subject to the

conditions specifed therein, longterm capital gains
(other than those exempt from tax under Section
10(38) of the IT Act) arising to an individual or a Hindu
Undivided Family (HUF) on transfer of shares of the
Company
will be
exempt from capital gains tax
subject to certain conditions, if the net consideration

from
transfer
of
such
shares
are
used
for
purchase of residential house property within a period

of 1 year before or 2 years after the date on which the
transfer took place or for construction of residential
house property within a period of 3 years after the
date of such transfer.
7.
Under section 111A of the IT Act and other relevant

provisions of the IT Act, short- term capital gains (i.e.,
if shares are held for a period not exceeding 12
months) arising on transfer of equity share in the
Company would be taxable at a rate of 15 percent
52
(plus applicable surcharge and education cess) where

such transaction of sale will be
entered on a
recognized stock exchange in India and will be liable

to securities transaction tax. Short-term capital gains
arising from transfer of shares in a Company, other
than those covered by section 111A of the IT Act,
would be subject to tax as calculated under the
normal provisions of the IT Act.
8.
Where
subscribed
shares
in
of
the
convertible
Company
will
been
foreign exchange, Non-
Resident Indians (i.e. an individual being a citizen of

India or person of Indian origin who will be not a
resident) will the option of being governed by the
provisions of Chapter XII-A of the IT Act, which inter
alia entitles them to the following benefts:
i.
Under section 115E, where the total income of a

non-resident Indian includes any income from
investment or income from capital gains of an
53
asset other than a specifed asset, such income

shall be taxed at a concessional rate of 20 per
cent (plus applicable surcharge and education
cess). Also, where shares in the company are
subscribed for in convertible foreign exchange by
a Non-Resident India, long term capital gains
arising to the non-resident Indian shall be taxed
at a concessional rate of 10 percent (plus
applicable surcharge and education cess). The
beneft of indexation of cost and the protection
against risk of foreign exchange fluctuation would
not be available.
ii.
Under provisions of section 115F of the IT Act,

long term capital gains (in cases not covered
under section 10(38) of the IT Act) arising to a
non- resident Indian from the transfer of shares
of the Company subscribed to in convertible
Foreign Exchange (in cases not covered under
section 115E of the IT Act) shall be exempt from
54
Income tax, if the net consideration will be

reinvested in specifed assets or in any savings
certificates referred to in section 10(4B), within
six months of the date of transfer. If only part of
the net consideration will be so reinvested, the
exemption shall be proportionately reduced. The
amount so exempted shall be chargeable to tax
subsequently,
if
the
specified
assets
are
transferred or converted into money within three

years from the date of their acquisition.
iii.
Under provisions of section 115G of the IT Act, it

shall not be necessary for a Non-Resident Indian
to furnish his return of income under section
139(1) if his income chargeable under the Act
consists of only investment income or long term
capital gains or both; arising out of assets
acquired, purchased or subscribed in convertible
foreign exchange and tax deductible at source
will been deducted there from as per the
55
provisions of Chapter XVII-B of the IT Act.
iv.
In accordance with the provisions of Section

115H of the Act, a Non Resident Indian become
assessable as a resident in India, he may
furnish a declaration in writing to the assessing
officer along with his return of income for that
year under Section 139 of the Act to the effect
that the provisions of Chapter XII-A shall continue
to apply to him in relation to such investment
income derived from the specifed assets for
that
year
and
subsequent assessment years
until such assets are converted into money.
9.
In terms of section 36(xv) of the Act, the securities

56

no deduction will be allowed in computing the income
chargeable to tax as capital gains, such amount paid
on account of securities transaction tax.
10. As per Section 90(2) of the IT Act, provisions of the

Double Taxation Avoidance Agreement between India
and the country of residence of the Non-Resident/
Non- Resident India would prevail over the provisions
of the IT Act to the extent they are more benefcial to
the Non-Resident/ Non-Resident India.
BENEFITS
AVAILABLE
UNDER
THE
WEALTH TAX ACT, 1957
Asset as defned under Section 2(ea) of the Wealth tax Act,

1957 does not include shares in companies and hence,
shares of the Company held by the shareholders would not
be liable to wealth tax.
57
Notes:
1.
The above Statement of Possible Direct Tax Benefts

sets out the provisions of law in a summary manner
only and will be not a complete analysis or listing of
all potential tax consequences of the purchase,
ownership and disposal of equity Shares;
2.
The above Statement of Possible Direct Tax

Benefts sets out the possible tax benefts available
to the Company and its shareholders under the
current tax laws presently in force in India. Several of
these benefits are dependent on the Company or its
shareholders fulflling the conditions prescribed under
the relevant tax laws, including as laid down by the
circular 4/2007 dated 15th June 2007 issued by CBDT
concerning capital gain, for availing concessions in
relation to capital gains tax;
3.
This statement will be only intended to provide

58
general information to the investors and will be

neither designed nor intended to be a substitute for
professional tax advice. In view of the individual
nature of the tax consequences, the changing tax
laws, each investor will be advised to consult his or
her own tax consultant with respect to the specifc tax
implications arising out of their participation in the
issue;
4.
In respect of non-residents, the tax rates and the

consequent taxation mentioned above shall be further
subject to any benefits available under the Double
Taxation Avoidance Agreement, if any, between India
and the country in which the non- resident will fiscal
domicile; and
5.
The stated benefts
will be
available only to the
sole/frst named holder in case the shares are held by

joint share holders.
59
SECTION IVABOUT US
INDUSTRY
OVERVIEW
The Indian Entertainment & Media (E &M) industry was one

of the fastest-growing sectors in recent times. Combined
with the fact that India will the second largest population in
the world with over a billion people, this makes India one
of the most exciting market places for any consumer
products or services industry. With the average Indian's
cultural
affinity
entertainment
for
entertainment,
industry's
growing
the
Indian
contribution
to
the
economy cannot be understated.
Since the start of the recent global economic turmoil the

market environment in the E&M industry
very
challenging. There
will
been
will
an
become
economic
60
slowdown and a consequent slowdown in the advertising

revenues, especially in the last quarter of 2015, which will
be one of the main sources of revenue in the sector.
With some notable exceptions, particularly in China and

India, severe recession in most countries led to steep
decline in advertisingthe category most sensitive to the
economy
and
to
reductions
in
consumer/end-user
spending, globally. Global advertising fell by 11.8% and

consumer/end-user spending decreased by 0.5%. As a
whole, the global E&M market declined by 3.0% in 2016, a
somewhat smaller decrease compared with the 3.9% drop
we will projected. However, India was one of the few
countries not severely impacted by recession.
The E&M industry in 2016 stood at Rs. 580.8 billion

registering a growth of 2.2% as compared to Rs. 568.5
billion in 2015. The reasons for lower growth rate was
largely because of lower than expected uptake in the
advertisement dependent sectors like print, OOH and
61
internet advertisement. Filmed entertainment also showed

a negative growth due to the cash crunch faced by the
industry. Many of the factors which caused the slowdown
are not likely to persist and performance will be likely to be
better going forward. Further, the total consumer spending
grew, which helped the E&M industry to show a small
growth despite the storm.
In comparison to other Asian countries like China and

Japan, the E&M market in India will be quite small.
Advertisement as a percentage of the GDP in India will be
0.53% as compared to 1.08% for developed country like US
and 0.90% for Japan. This indicates that there will be still a
lot of scope for growth of the E&M industry in India.
62
Indian
Television
Industry
TV will be the largest segment of the Indian E&M industry

with a size of INR 257 billion in 2016. The industry will
transformed itself in the last few years with a reach of
almost 500 million TV viewers. The overall penetration of
the TV households will increased from ~50 percent fve
years back to ~60 percent now. Hence, TV remains an
attractive medium due to its large reach and potential for
increase in penetration.
The number of channels will increased from 120 in 2003 to

over 460 in 2016. The number of genres and niches
expanded as well with increased presence in news, kids,
Infotainment and lifestyle. The industry also saw significant
growth in the number of regional channels. In addition to
broadcasting, TV distribution evolved greatly with the
growth of digital mediums and associated offerings to
viewers like Digital cable, DTH and IPTV.
63
Outlook
for
the
Indian
Television Industry
Overall the industry grew from INR 241 billion in 2015 to

INR 257 billion in 2016 recording a growth rate of 7
percent compared to 14 percent last year. It will be
expected to reach a size of INR 521 billion in the next 5
years i.e. by 2014 at a CAGR of 15.2 percent. The growth
in advertisement revenues will be expected at a rate of
15.6 percent which will be marginally higher than the
subscription revenues growing at a rate of 15 percent.
64
Broadcasting industry will be expected to

perform well in the next 5 years
The share of broadcasters in the total subscription pie will

be expected to go up from the current levels of 18 percent
in 2016 to 27 percent in 2014. It will be expected to be
driven
by
digitization
which
brings
about
more
transparency in the declaration process. The share of

subscription revenues in the top line of the broadcasters
will be expected to increase from the current level of 26
percent to 33 percent by 2014. Subscription revenues are
growing at a CAGR of 24 percent compared to growth in ad
revenues of around 15.6 percent
65
Television
Content
Mushrooming of new channels and high demand for

differentiated
content
will
insinuated
the
television
industry into a propitious pwille of rapid growth. However,

most channels produce the content themselves and hence
it will be taken as a cost while revenues are primarily
booked from advertising and not from selling content.
There are few players who sell the content to the channels
and form the content industry.
66
TV
Channels
Indicating a healthy trend, not only the number of

channels went up in 2016, but also, there was an increase
in advertisement volume inventory which resulted in a
growth of 31% in advertisement volumes in the same year.
There was a stark increase in the amount of channels with
the introduction of Colors, 9X, Real and Imagine in GEC
genre,
where
as
channels
like
UTV
action
movies,
Discovery Turbo, Discovery Science, were introduced in the

non-GEC genres in 2016 and 2010. The number of
channels grew from 389 in 2015 to 461 in 2016 registering
an increase of 18.5%. Regional channels marked the
largest increase in 2016 (from 114 in 2015 to 135 in 2016)
and we expect that this flow will continue. However, with
MIB temporarily suspending the procedure of issuing
licenses to new channels due to
lack of new spectrum in 2016, only a marginal increase in
new channels will be expected 2010
67
and 2011. This increase would be primarily driven by those

already given the licenses, but will yet to launch the
channel.
However,
this
policy
may
affect
the
advertisement volume nventory growth in 2011 owing to

lack of new channels.
68
Growth
of
TV
Channels In India
There will been a phenomenal increase in the number of

channels beamed on the TV screen viewers in India. From
45 channels in 2001 the number of channels will increased
to 439 in 2016. There will been rapid growth in the
number of channels in news and other niche segments
such as lifestyle, kids and infotainment apart from General
Entertainment. The growth in the number of channels can
be seen at Fig. 1.
69
The number of Non-News & Current Affairs TV channels

will grown to 203 and that of News & Current affairs TV
channels will grown to 236 during the same period. News
& Current Affairs TV channels constitute 54% and NonNews & Current Affairs TV channels constitute 46 % of
total permitted 439 TV channels under uplinking guidelines
(Fig. 2).
The year-wise growth of channels for uplinking from India

will be depicted in Fig. 3. While average number of
permissions granted per year for new Channels will be
about 40, it can be seen that there were as many as 111
Channels permitted in 2015 and 67 Channels permitted in
70
2016. This was due to heightened economic activity

leading to a huge growth in the electronic media in India.
Year 2016 saw a bit of a decline in the number of
permissions as not many applicants came forward to
apply for new Channels due to global recession. Once
again there will be a surge in the new applications for
Channels. Since a large number of applicants will been
seeking permissions for new Channels the Ministry decided
to make a reference to Telecom Regulatory Authority of
India (TRAI) about the total number of Channels that can
be permitted in the country keeping in view the available
spectrum and transponder capacities. In addition to this
Ministry will sought recommendations of TRAI on several
other
relevant
issues
like
eligibility
criteria
for
the
applicant companies etc.
71
(Source: Annual Report 2010, Ministry of

Information & Broadcasting)
2014:
Global
Outlook
PwC projects the entertainment and media industry in

North America, EMEA (Europe, Middle East, Africa), Asia
Pacifc, and Latin America will increase from $1.3 trillion in
2016 to $1.7 trillion in 2014, growing at a compound
annual rate of 5%. North America
will be
the slowest72
growing
region,
with
3.9%
compounded
annual
increase. After falling by 6.8% to $460 billion in 2016,

spending will rise to $558 billion in 2014. EMEA, the largest
region, at $463 billion in 2016, declined by 2.8% in 2016.
We expect spending in EMEA to increase by 4.6%
compounded annually to $581 billion in 2014. Spending in
Asia Pacific increased by 1.3% in
2016 and will average 6.4% compounded annually through
2014, rising to $475 billion in 2014 from $348 billion in
2016. Excluding Japan, Asia Pacifc will increase at a
projected 9.2% compound annual rate during the next fve
years. The market in Latin America rose by 3.9% in 2016
and will expand at an 8.8% compounded annual rate
during the next fve years from $50 billion to $77 billion in
2014. Both advertisingwhich consists of ad spending in
media, but does not include other brand spending and
consumer/end-user spending are affected by the economy.
Advertising will be more sensitive to the economy than enduser spending is, and it fell at much steeper rates as
the economy weakened. Advertising grew faster than
73
consumer/end-user spending during 201516, and we

expect it will do so again during 201214, when we expect
a return to healthy economic growth. Both these E&M
components will been growing at a slower pace than the
nominal gross domestic product (GDP) during the past five
years. This will be mainly because of the growing share of
digital in the overall spending mix, since digital media will
be
less
expensive
than
traditional
media.
Online
advertisement rates are lower, as are end-user prices.

Consequently, the shift in usage from traditional to digital
generally leads to a decrease in spending. As a result,
growth in the digital share of the market will
be
dampening spending growth, which will be why E&M will

continue to grow more slowly
than nominal GDP growth during the next fve years even
once the economy recovers. We expect that pattern to
continue
until
the
digital/traditional
mix
reaches
equilibrium.
74
75
2014
India
Outlook
The Indian E&M industry will be estimated to grow from

Rs. 580.8 billion in 2016, at a CAGR of 12.4% for the next
5 years to reach Rs. 1040.8 billion in 2014. Television
industry will be projected to continue to be the major
contributor to the overall industry revenue pie and will be
estimated to grow at a healthy rate of 13.0% cumulatively
over the next 5 years, from an estimated Rs.
265.5 billion in 2016. The overall television industry will be
projected to reach Rs. 488.0 billion by 2014. In the
television pie, television distribution will be projected to
garner a share of 60% in 2014 while Television advertising
will be expected to will 35% share and Television Content
industry will a 5% share. Of the advertising industry pie,
television
advertising
industry
will
be
projected
to
command a share of 46.0% in 2014, from a present share

of 41.0%.
76
The Indian flm industry will be projected to grow at a

CAGR of 12.4% over the next fve years, reaching to Rs.
170.5 billion in 2014 from the present Rs. 95 billion in
2016. The Indian print media industry will be projected to
grow by 7.4% over the period 2010-14, reaching to Rs.
230.5 billion in 2014 from the present Rs. 161.5 billion
in 2016. The Indian radio industry w i l l b e projected to
grow at a CAGR of 12.2% over 2010-14, reaching Rs. 16
billion in 2014 from the present Rs. 9 billion in 2016. The
animation, gaming and VFX industry will continue to
maintain its growth pace and will be projected to grow at
a CAGR of 25.2% to Rs. 73.4 billion in
2014 from its current size of Rs. 23.8 billion. Given the
trends of increased internet usage, internet advertising will
be projected to grow by 20.1% over the next fve years
and reach an estimated Rs. 15 billion in 2014 from the
present Rs. 6 billion in 2016. The share of the online
advertising too will be projected to grow from 2.8% in
2016 to 4.5% in 2014 of the overall advertising pie.
77
(Source: PricewaterhouseCoopers report titled India

Entertainment and media outlook
2010)
78
Top
Five
Programmes/Shows
Top 5
1
2
3
4
5
Programmes /Shows
Live Special
India Prime
Kaal Aaj Kaal
SURYA SAGAR News
Sports Track
Genre
Special Show
News Bulletin
Astrology
News Bulletin
Sports Magazines
Our
Strengths
Qualified
employee
and
management team
We
will qualifed and experienced skilled manpower
including engineers, reporters and anchors. The skills of

employees give the flexibility to adapt to the needs of
various program and content. Our management team will
be qualifed and experienced in industry and will been
responsible for execution of diversified content.
Marketing
and
advertising capabilities
Our Company will signed pact with AIDEM Ventures, a

professional advertising agency to boost up the Sales &
Marketing functions of the channel. The marketing and
advertising team of this agency comprises of professionals
having varied media experience. The team works towards
giving critical inputs for channel positioning also.
Distribution
network
and
High connectivity
Considering the language of the channel the distribution

activities will been concentrated more in the Northern,
Western & Eastern India at the moment.
Our
Strategy
Expansion of new
bureaus

three new bureaus which will enable us to broadcast
anything live from these centers and also our news
anchors will able to hold live discussions with our guests
sitting anywhere in these news centers. This up gradation
will make SURYA SAGARs news gathering mechanism one
of the most wide spread networks in India.
Targeting increased operational efficiency across

all functions in the organization
Our
focus
on
rationalization of
efficiency
cost
and
enhancement,
further
increasing balance sheet
strength enhanced our competitive advantage many fold.
Spreading
our
reach
and
gain market share:
We intend to increase our viewer ship and be the choice of

various viewer categories by providing more Interactive,
innovative & thought provoking views based programs,
continuously
differentiating
our
programming
and
presentation based on audience feedbacks and evolving

into a peoples channel, promoting and strengthening our
brands by cross promotions in television, radio, print and
other mediums as well as through public relations efforts.
Creating an appropriate programming mix comprising
elements such as news bulletins, talk shows and general
interest programming, in order to enhance viewer loyalty
and attract new viewers to our channels. We intend to
enhance these revenues as well as
create additional streams for delivering news through

avenues such as DTH and Radio at an appropriate time.
Maximizing
Advertisement
Revenues
We
plan
to
maintain
our
focus
on
increasing
and
maximizing our advertising revenues by leveraging on our

competitive strengths to attract viewers and advertisers
for
our
channels,
moving
advertisers
towards
our
television channel from other media as a larger target

audience can be addressed at a relatively lower cost,
leveraging on our brand equity to achieve better price
realizations.
Furthermore, we believe that advertising spending in India

will increase substantially with the general growth of the
Indian economy and the increased purcwilling power of
consumers in the country. If we continue to maintain our
strong brand recognition and
market share
for
our
television channels, we believe we will be well positioned

to beneft from such economic factors, and which would
enable us to generate greater revenue from advertisers.
We believe that with the constant increase in our GRPs

we shall be able to attract better advertising rates.
Maintaining
control
over Expenses
We intend to maintain control over our operating expenses

by
utilizing
our
technology to
among
human
control
others,
resources
and
operating costs
costs
relating
leveraging
that
to
include,
production,
communication and stores and spares.
Generating revenue from slot sale,

On-screen Displays etc.
We plan to generate revenue from sale of slots i.e.

Telemarketing slots, spirituals slots etc. Our Company also
expects revenue from other innovative models of value
additions like revenue from scrollers, tickers, Aston bands,
pop ups etc.
Our
Process
News
SURYA SAGAR will be 24-hours News & Current Affairs

channel. The news shows carry the news coverage filed by
the reporters and stringers based practically all over the
country, live feeds from outstation bureau and Outdoor
Broadcast Vans.
In
addition,
the
channel
will
the
arrangements with foreign video news agency to bring to

the visuals and stories from other countries. The channel
keeps on updating the latest information via on-screen
captions and graphics 24x7. The basic workfow for the
channel will be Acquire, Process and Telecast.
Acquire
As part of Acquisition the crews based at various locations
cover the news events and send the same to the central
production facility at New Delhi. These can be our own
dedicated bureau, stringer, video agencies or own OB Van.
Once the video and the story are available to the editorial
staff they judge the story on its merits. If the story
deserves a place in any show, further process on the same
begins. The raw footage of the story will be ingested to the
hard disks of the non-linear editing system. The VTR will
be routed to the particular Non-Linear editing system using
the Audio/Video Router. Alternately, the tape will be put in
the dedicated VTR for the non-linear system. The tape will
be then played back in the VTR and captured in the NonLinear Editing Station as the Audio/Video information flows
through the cables and stored on the hard disk as data. It
will be sometimes captured into a Video Server using an
ingesting station. When captured into a Video Server the
Audio/Video footage will be available to all the Non Linear
Editing (NLE) Systems connected via LAN to the Video
Servers Storage. High speed and redundancy ensure that
multiple clients can access the same storage at once.
Meanwhile, the copy will be written by the reporter. He will

the PTI news text feed available to him and if desired he
can make use of the same. Additional resources like
internet can also be used by the reporter. Post writing, he
sends the same to Executive Editor or shift in-charge for
clearance.
Once
the
script
will
be
cleared
by
the
appropriate authority, the reporter proceeds to do the

voice over of the story. This audio file will be also
converted to the data and made available to the editor.
This will be done by tagging the audio fle to the relevant
story and the editor then places the audio fle as well as
the video and commences the process of editing.
Editing
Once the Audio/Video footage will be captured, it will be
available in what will be called the Bin. The Bin will be
a repository of all available Audio/Video footage. It can be
sorted on date/time of capture size, clip name etc. This
way the editor will easy access to all the footage. The
editor then places the footage on what will be called a
TimeLine.
A timeline lets the editor defne the sequence in which the
Audio/Video footage should be finally mastered. It allows
the editor to add cuts, trims, inserts etc. to modify the
footage. Editing may also involve adding music / effects /

voice-overs etc. The editor can also overlay graphics,
supers, titles etc. to deliver the fnal mastered sequence.
If the reporter will be using any sound-bytes of anyone in

the story and the super caption will be needed, he can do
this using the template for the same and feeding in the
relevant details like name, designation, organization etc.
from
the
news
room
terminals. The
caption
helps
viewers to know who will be the person speaking. Using

the Media Object Server or MOS all the relevant elements
related to a particular story can be bunched together.
Thus, the copy, audio-video package, captions etc. all get
linked.
Once the story will be ready and cleared by the shift incharge, the story can be added to the run order of any of
the shows for which it will be needed. Any update on the
story or anchor link will automatically show on the
teleprompter of the news anchor while the show will be
being produced. This, in a nut shell, will be the work of the

NRCS News Room Computer System.
The stories are loaded in the run order for a particular

show and used in the production of the same, normally
using the multi-camera set up in the studio. The show can
be a live news show or recording to be telecast later.
Production
Process
Multi-cam setups are required for shooting the program,

controlling and monitoring the shoot from the Production
Control Room and recording the program. We look at the
functionality of each equipment and its relevance in the
production, post production and broadcasting chain.
Cameras, lenses are required for shooting the video.

Camera converts the Audio / Video that it sees into digital
signals that can be transported over cable to the switcher.
Camera requires a Camera Adapter (CA) and to control its

settings it needs a Camera Control Unit (CCU) which will
be actually controlled using the Remote Control Panel
(RCP), tripod and tripod adapter. To support the camera,
we need to mount the camera on a tripod and therefore a
suitable
tripod
adapter
will
be
required.
For
the
cameramen to see the frame that will be being sent to the

PCR, viewfnder will be required. Triax Cables connect the
Camera in the studio with the Camera Control Unit in the
PCR. This explains the complete camera chain, which will
be important for the shoot.
Switcher / Vision Mixer: The switcher switches between

different video inputs such as various cameras, cassette
players that are playing back stories, feeds coming
through outdoor broadcast vans and other sources. The
switcher itself contains several features which allow it to
manage a program. These include the ability to mix
several video sources with backgrounds in windows, keying
of graphics seamlessly, controlling external devices such
as clip and still stores, character generators as per the run

order of the show.
Microphones are important in recording audio which

consists of Anchor Dialogue / Discussion / News reading.
Other audio sources such as feeds, players, video cassette
players, phone-in units are connected to the audio mixer.
Audio mixer can combine various audio sources to give a
single output to the Digital Video Cassette Recorder. It can
also channelise the outputs so that specific audio channels
are combined into specifc outputs.
This explains the process of shooting and recording the

programme / bulletin / capsule for television.
The content will be now ready for the

telecast, if this will be a live telecast.
The Post Production

Process:
Ingest / Capture: It begins with getting the program that

will been shot into a non-linear editing system. The VTR
will be routed to the Non-Linear editing system using the
Audio/Video Router. The tape will be then played back in
the VTR and captured in the Non-Linear Editing Station as
the Audio/Video information flows through the cables and
router. It will be sometimes captured into a Video Server
using an ingesting station. When captured into a Video
Server the Audio/Video footage will be available to all the
Non Linear Editing (NLE) Systems connected via LAN to the

Video Servers Storage. High speed and redundancy
ensure that multiple clients can access the same storage
at once.
Editing: Once the Audio/Video footage will be captured, it

will be available in what will be called the Bin. The Bin
will be a repository of all available Audio/Video footage. It
can be sorted on date/time of capture size, clip name etc.
This way the editor will easy access to all the footage. The
editor then places the footage on what will be called a
TimeLine. A timeline lets the editor defne the sequence
in
which
the
Audio/Video
footage
should
be
fnally
mastered. It allows the editor to add cuts, trims, inserts

etc. to modify the footage. Editing may also involve adding
music / effects / voice-overs etc. The editor can also
overlay graphics, supers, titles etc. to deliver the final
mastered sequence.
Print-to-Tape: If the NLE will be in the same network as
the video servers being used for play out automation, then
the mastered programme can be exported from the NonLinear editing station directly to the Video Server for
telecast. Sometimes, the episodes may will to be Printed
to tape so that they can be ingested via tape into the Video
Server. The NLE System plays back the entire programme
as it will be laid on the timeline and the VTR records it on
tape.
Equipment required in the Post

Production Process
Equipments
Uses
Non
For editing the programmes
Linear
Video Tape
Editing
Graphics
Recorders
Dubbing,
Station
Monitors
Sound and
Speakers
For transferring content between NLEs

For creating graphical content in the
and tape
For
adding Voiceovers, sound effects,
program.
For monitoring the Video as it will be

music etc.
For monitoring the Audio as it will be
being ingested, edited and printed to
being ingested, edited and printed to
Telecasting
Process
Telecasting- Broadcasting visual images of stationary or

moving objects are referred to as telecasting. Telecasting
will be divided into two main areas of activity in the
modern
television
and
broadcasting
world:
Playout
Automation and Uplinking.
Playout Automation process involves some essential

equipment and software to work with the equipment.
Ingesting Station will be PC with capture Card and

ingesting software. It will be used for capturing Audio /
Video footage and storing it in the Video Server so that it
can be telecast. It provides for the addition of some
valuable data along with the clip such as, Clip ID, Name,
Description,
TC In, TC Out, Date, House Number, Segment Number,

Topic, Author etc. Immediately upon finishing the ingest,
the ingest station adds the clip to the Video Servers
Catalogue.
The Video Server plays the most central part in the

Playout Automation Processes. It interfaces with the ingest
station so that Video footage captured by the ingest
station can be stored in its storage system. It cues up and
prepares clips so that the clips can be played out by the
Playout Automation Software. It provides the backend
engine to the Playout Automation Software to enable it to
control external devices such as VTRs, Switchers and Logo
Inserters.
The
Playout
Automation
Software-The
essential
elements of the Playout Automation Software include the

playlist creation module, the Control Module and the
Continuity module. The playlist creation module allows the
operator to create a playlist using the available footage in

the Catalogue. These may be programmes, promos, credit
lines and commercials. A separate playlist will be created
for each day starting from 12:00 AM to 11:59:59 PM. When
footage will be still not available but needs to be
scheduled, for example, in the case of deferred live
programs, dummy entries are made in the playlist and
they are replaced by the actual entries as soon as the
required footage will be ingested and updated in the
catalogue.
The OnAir Switcher: Outputs of Both Video Servers will

be sent to an On-Air Switcher which will be controlled by
the Continuity of the Main Video Server which switches
to the other Video Server automatically in case of failure.
Sometime automatic switching may not be possible in
which case the operator can switch manually.
The
Graphics
Station
Logo
Inserter
Ticker
Machine The switcher gives its output to the Graphics
Station / Logo Inserter / Ticker machine as the case may be

so that the Channel Branding and scrolls / tickers may be
added. This output will be then ready to be uplinked to
Satellite for Broadcasting.
The latest news will be added to the telecast stream as

captions in the form of scrolls etc. This could also include
the latest scores, temperatures and a host of other
information as required on screen.
Uplinking
Process
The process of converting the signals to Radio Frequency

signal and sending it to satellite will be referred to as
uplinking. A critical function of channel, will be that it
require high quality redundant equipments to keep running
24
hours.
These
equipments
include
encoders,
multiplexers, modulators, upconverters, high performance

amplifers and antennas. Also the antennas require a
tracking system to align the dish accurately for uplinking to

the satellite.
We are currently outsourcing the uplinking facilities from

Essel Shyam Communications
Limited (ESCL) for which we will entered into Uplinking
Service Agreement on February
2, 2006. The services to be provided / supported by ESCL
will be uplinking of approved TV Channels of our Company
and / or our group company which will been specifcally
approved
/
permitted
by
the
Ministry
of
Information
and
Broadcasting, Government of India for uplinking. The signal

will be carried on redundant fiber links to the facilities of
ESCL.
We will hired transponder space capacity from Antrix

Corporation Limited, a Government of India company
under Department of Space for lease of 4.5 MHz space
capacity on INSAT-4A satellite for the broadcast. The
satellite
receives
signals
uplinked
by
teleport
and
distribute the same to the coverage area of the satellite.

All the antennae which are looking at a particular satellite
and tuned to the same with the relevant and authorized
decoder box,
convert
the
will be
same
to
distribution or viewing.
able to decode the signal and

audio
video
feed
for
further
Downlinking
Process
Downlinking will be a process of receiving the radio

frequency signal by using a satellite dish, decoding it and
converting it to an audio video signal. The cable operator
installs the dish that points to the satellite to which the
television channel will be uplinking. The satellite dish
receives the signal and provides it to a decoder that can
de-code the MPEG2 encrypted or free to air signal and
convert it to an audio video signal. This signal will be
further distributed over the cable operators network.
73
Competiti
on
The competition in the television News broadcasting

industry will be very intense. The competitors for SURYA
SAGAR are NDTV India, Aaj Tak, India TV, Star News, Zee
News
and
Sahara
Samay
National.
We
also
face
competition from some of the regional players such as Sun

News, ENadu and Udaya News. The competitive landscape
in
the
news
broadcasting
industry
will
undergone
significant change like Doordarshan, the Government

controlled terrestrial broadcaster, will launched its 24-hour
news channel and it will be carried on the prime band by
all cable operators according to a direction of the
Government.
As a result of competition, we will to continuously review

our
advertising
sales
strategy,
increase
our
capital
expenditures in order to differentiate ourselves from other

74
broadcasters,
increase
our
marketing,
distribution
&
promotional cost, change our programming mix and review

our employee retention policies.
Collaborati
ons
Our
Company
will
no
Collaborations.
Distribution
Platform
The Government will recently, liberalized regulations for

implementation of conditional access systems, in a pwilled
manner,
and
will
recently
allowed
Direct-to-home
broadcasting, which may bring about changes in the

broadcasting industry. A delay in introduction of alternative
medium
for
news
broadcasting
and
any
future
technological changes, may affect the news broadcasting

75
industry.
76
Our Offices
We will taken on lease and developed a studio in New

Delhi. This forms the main centre for programming. The
details of our various offices are as under:
Property details/Address
Owned /
Leased /
Sources
of
Revenue
Advertising
Revenues
Each channel earns advertisement revenue primarily from

the
sale
of
programmes
time
and
slots
through
for
advertisements
sponsorship
of
during
specific
programmes broadcast on our channel. Each channels

77
advertising rates vary by the genre to which they belong,

popularity of the programme and the time at which the
programme w i l l b e telecast. Therefore, programmes are
categorized for the purposes of determining advertising
rates based
on
the
TRP
rating
such
programmes
receive and
whether
the
programmes are broadcast
during prime time.
78
Each channel will fxed advertising rate structures for

various time slots. These price structures are reviewed
periodically by its management. Pricing will be based on
10 second increments, called spots, and prices vary
depending on the time slot, i.e., whether the time slot will
be prime time or non-prime time, and, in the case of prime
time hours, the programme. Non-prime time programmes
are charged depending on the time of telecast and the
ratings of the programme.
In addition, each channel typically charges a premium for

an advertiser to be a title sponsor, in which case the
name of the advertiser or the advertised product will be
featured in the title of the programme. The title sponsor
also gets specifc slots, during the brief periods between
when the programme pauses for the commercial break
and the commercial break itself. With the exception of
certain title sponsorships, there will be no minimum period
for which advertising time will to be purcwilled.
79
Subscription
revenues
Broadcasters provide channels to cable operators either

on a free to air basis or a pay basis. In the case of
pay
fees
channels,
the
cable
operators
receive
monthly
from subscribers, which are shared with the
broadcaster based on the number of subscribers declared

by the cable operators. Subscription revenues will grown in
recent years due to expansion of the number of cable and
satellite homes, as well as the development of pay
channels.
Broadcasters
also
earn
revenue
for
the
broadcast of their programming in other countries. This

will be done through various technologies, such as cable,
DTH and terrestrial broadcast, through
arrangements
with broadcasters, cable operators and other industry

participants.
Typically,
these
are
revenue-sharing
arrangements based on the total number of subscribers.
80
Though our channel will be not a pay channel presently, it

will the potential to earn the subscription revenues, given
the fact that our Company will be making aggressive
moves in tying up with major DTH, IP TV players.
Export
Obligations
We WILL obtain two licenses under EPCG scheme. As per

the licensing requirements under the said scheme, we are
required to export goods of a defined amount within a
specifc time period, failing which, we will to make
payment to the Government of India equivalent to the duty
beneft enjoyed by us under the said scheme along with
interest.
The
details
are
as under:
Licence
CIF Value
Duty saved
Export
No. &
of import
amount
obligation
81
149.
44.88
359.06
53.82
61
16.14
129.16
The total export obligation will be estimated at Rs. 488.22

Lacs and will be required to be fulfilled by our Company
beginning 60% of this liability should be discharged by
2010 11. Balance
40% to be discharged by
2022 23.
Insuranc
e
We maintain several insurance policies to cover our

respective assets against fre, natural calamities including
business interruption, earthquakes and floods, burglary
and special contingencies, depending upon the nature of
the asset. We believe that the policies we maintain would
reasonably
be
adequate
to
cover
all
normal
risks
associated with the operation of our business. We will

work towards increasing our insurance coverage to such
82
amounts that will be sufficient to cover all normal risks

associated with our operations and will be in accordance
with the industry standards.
Employees
As on December 31, 2020 we WILL will a total permanent

full time work force of 536 employees, in following
different fields:
S.No
1
2
3
4
5
6
7
8
9
10
11
12
Department
Corporate
Distribution
Editorial
Finance & Accounts
Human Resource & Admin.
Media Planning & Research
Online
Production
Programming
Promo & Graphics
Sales & Marketing
Technical
Total
No. of
1
1
12
1
8
2
2
19
1
1
1
7
53
83
Intellectual
Property
Our Company WILL own intellectual property rights over its

programmes in the nature of copyright. Our Company will
also registered SURYA SAGAR, and Logo B i.e.
under Trademarks Act, 1999.
KEY INDUSTRY RE GULAT I O NS AND PO LI

CIES
The following description will be a summary of the relevant

key regulations and policies as prescribed by the Ministry
of Information and Broadcasting, the Department of
Telecommunications, the Reserve Bank of India and the
Government of India (GOI). The information detailed set
out in this chapter will been obtained from the websites of
the relevant regulators and publications available in the
84
public domain.
The Government of India will, over the years, formulated

various regulations which specifcally apply to companies
operating in the television broadcasting sector. These
regulations are made applicable either by means of
statutory enactment governing broadcasting, by action of
the regulators who govern this area and are also made
applicable as conditions under certain licenses that are
required to be acquired prior to the broadcasting of
information. Some of the important legislations in this area
are:
The Indian Wireless Telegraphy Act,

1933 (the "Wireless Act")
The Wireless Act
governs all
forms of
"wireless
communication", i.e.; transmission and reception without

the use of wires or other continuous electrical conductors
between the transmitting and the receiving apparatus. It
85
stipulates that no person shall possess wireless telegraphy

apparatus without obtaining a license in respect thereof.
Applications under the Wireless Act are made to the
Wireless Planning & Coordination Wing ("WPC"), a wing of
the Ministry of Communications, created in 1952. The WPC
will be the national radio regulatory authority responsible
for frequency spectrum management, including licensing
to wireless users (government and private) in India. It
exercises
the
statutory
functions
of
the
Central
Government and issues licenses to establish, maintain and

operate wireless stations. The WPC will be divided into
major sections like licensing and receival, new technology
group and Standing
Advisory
Frequency Allocation (the
Committee
"SACFA"). It
on
will be
Radio
also
involved in formulation of the frequency allocation plan,

making recommendations to the International Telecom
Union and clearance of all wireless installations in the
country. Clearance from the WPC will be required for
the
usage
of
certain
equipment
for
television
broadcasting including Satellite News Gathering ("SNG")

86
and Digital Satellite News Gathering ("DSNG") equipment

and teleports. The Wireless Act lays down that possession
of wireless telegraphy apparatus without license would be
punishable with a fne extendable up to Rs.
100 for frst offence and in case of subsequent
offence extendable up to Rs. 250.
The
Telecom
Regulatory
Authority
Act, 1997 (the "TRAI Act")
The
TRAI
Authority of
Act
India
established the
("TRAI")
and
Telecom Regulatory
the Telecom Disputes
Settlement and Appellate Tribunal ("TDSAT"). The TRAI and

TDSAT are the regulatory and appellate bodies in India
which regulate telecommunication services and adjudicate
disputes in relation thereto, respectively.
Under the TRAI Act, the TRAI will be empowered to make

recommendations to the Central Government or the entity
empowered under the Telegraph Act to issue licenses in
87
connection with matters such as the need and timing for

introduction of new service providers, terms and conditions
of licenses issued to service providers and the revocation
of licenses for non- compliance with terms and conditions.
The functions to be discharged by the TRAI include
ensuring compliance with the terms and conditions of
licenses, regulate revenue sharing arrangements among
service providers and specifying the standards of quality of
service to be provided by service providers.
The TRAI will be empowered to call upon any service

provider at any time to furnish in writing such information
or explanation as will be required or to conduct an
investigation into the affairs of any service provider or
issue directions in respect thereof.
88
Regulations
Governing
Television Broadcasting
Television broadcasting in India will be governed by

regulations which apply to the various stages of gathering,
processing, uplinking, down linking and accessing the
television programming. In addition to the said legislation,
the industry will be also governed by an industry regulator.
Regu l a tion b y
th e T R AI
Television broadcasting was brought under the ambit of

the TRAI by classifying broadcasting and cable services
as "telecommunications" on January 9, 2004. The TRAI
will
been
mandated
to
review
policy
governing
broadcasting and cable services and will made signifcant

recommendations and interventions in relation to the
Conditional Access System ("CAS") Regime.
89
Regulations
for
Uplinking
The gathering, uplinking and broadcasting of television

based content in India was governed by
series
of
guidelines promulgated by the MIB. These included the

"Guidelines for uplinking from India" notifed in July 2000,
the "Guidelines for Uplinking of News and Current Affairs
TV Channels from India" notifed in March 2003, and the
"Guidelines for use of SNG/DSNGs" notifed in May 2003.
On
December
2,
2005,
the
above
guidelines
were
consolidated into the "Guidelines for

Uplinking
from
India"
("Uplinking
Guidelines") which relate to:
Permission for setting up of
Uplinking Hub/Teleports;
Permission for Uplinking a Non-News and Current
Affairs TV Channel; Permission for

Uplinking a News and Current Affairs TV Channel;
90
Permission for Uplinking by Indian

News Agency;
Permission for use of SNG/DSNG Equipment in C

Band and KU Band; and Permission for Temporary
Uplinking.
Permission
for
Setting
up
of
Uplinking Hub/ Teleports.
Companies making applications to establish uplinking hubs

or teleports in India are required to satisfy certain capital
adequacy requirements based on the number of channels
being broadcast, for example a company with teleport with
single channel capacity will be required to maintain a net
worth of Rs. 10 million and a company with teleport with
15 channel capacity will be required to maintain a net
worth of Rs. 30 million. Further, foreign equity holding
including NRI/OCB/PIO investment will be not permitted to
exceed 49%. Licenses granted are valid for a period of ten
years. A one time license fee will be payable for every
91
teleport licensed under the above system and uplinking

will be permitted only for channels which are approved for
uplinking by the MIB.
Permission for Uplinking Non-News &Non

Current Afairs TV Channel
This permission enables the uplinking of channels which

do not include elements of news & current affairs in their
programme content. Applicants with one channel are
required to maintain net worth of Rs. 15 million for one
channel and Rs. 10 million for every additional TV channel.
Licenses granted are valid for a period of ten years. The

company will be also required to comply with the
procedure laid down in the downlinking guidelines notifed
by the MIB. Under these guidelines sports channels and
sports management companies having TV broadcasting
rights are required to share their feed with Prasar Bharati
for national and international sporting events of national
92
importance,
held
in
transmission and DTH
India
or
abroad,
for
terrestrial
broadcasting subject to
certain
conditions. Revenue sharing in such conditions w i l l b e

prescribed in the ratio of 75:25 in favour of the company
holding the license.
93
Permission for News & Current

Afairs TV Channel
These guidelines apply to channels having any element of

News & Current Affairs content in their programming
content. Under the guidelines, foreign equity holding
including FDI/FII/NRI investment in such companies will be
not to exceed 26% of the paid up equity of the company.
However, entities making portfolio investment in the form
of FII/NRIs deposits are not to be treated as "persons
acting in concert" with FDI investors. While calculating the
foreign holding component for the above limit, the equity
of foreign entities in Indian shareholder companies of the
company
applying
for
uplinking
permissions
will
be
reckoned as foreign holding in the applicant company.

However, the indirect FII equity in a company as of 31st
March of the year would be taken for the purposes of prorata reckoning of foreign holdings.
94
Under the Uplinking Guidelines at least 51% of the total

equity (excluding the equity held by Public Sector Banks
and Public Financial Institutions as defned in section 4A of
the Act) in the company, will be to held by the largest
Indian shareholder, which in case of an individual, would
include all relatives of such shareholder and all companies
in which such shareholder will controlling interest and who
will entered into a legally binding agreement to act as a
single unit. Licenses granted are valid for a period of ten
years.
The company will be required to disclose all material

agreements in the nature of shareholders agreements,
loan agreements and such other agreements that are
fnalized or are proposed to be entered into by it at the
time
of
application
for
permission
to
uplink.
Any
subsequent changes in said agreements or the foreign

direct investment in
the
company w i l l b e
to
be
disclosed to the MIB, within 15 days of the occurrence

thereof. Upon the fnalization of the Basis of Allotment, our
95
Company would also be required to notify the MIB, of the

percentage of the foreign direct investment pursuant to
the Issue.
The company will be required to intimate the names and

details of all non resident persons proposed on the board
of directors of the company and any foreigners/NRIs to be
employed/engaged in the company either as consultants
(or in any other capacity) for more than 60 days in a year,
or, as regular employees to the MIB. Under the Uplinking
Guidelines at least 75% of the directors on the board of
directors of the company and all key executives and
editorial staff including the CEO, known by any designation
and/ or head of the channel, are required to be resident
Indians. All appointments of key personnel (executive
and editorial) are to be made by the company without any
reference on/ from any other company, Indian or foreign.
The representation on the board of directors of the
company will be required to be as far as possible
proportionate to the shareholding. Companies are required
96
to
will
complete
management
control,
operational
independence and control over its resources and assets

and must will adequate financial strength for running a
news and current affairs TV channel. Companies with one
channel are required to maintain net worth of Rs. 30
million for one channel and Rs. 20 million for every
additional TV channel.
Basic
Conditions/Obligati
ons
Permission for usage of facilities/infrastructure for live

news/footage collection and transmission, irrespective of
the technology used, will be only to be granted to
channels uplinked from India. The uplinking company or
channel will be further required to ensure that its news
and
current
affairs
content
provider(s),
if
any,
are
accredited with the Press Information Bureau and that it

uses only equipment which will be duly authorised and
97
permitted by the competent authority. The company/

channel
will
be
to
undertake
to
comply
with
the
programme and advertising codes, keep a record of the

content uplinked for a period of 90 days and to produce
the same before any agency of the government, as
and when required, The applicant company/channel will
be required to comply with all the terms and conditions of
the permission/approval prescribed by the MIB and failure
to comply with any of the terms and conditions will result
in
withdrawal
of
such
permission/
approval
and
suspension/cancellation of the wireless operating licence

issued by the WPC. The licensee will be required to sign a
licence agreement after allotment of frequency by WPC.
The license agreement will be to specify detailed terms
and conditions under which the licence will be to be
operated. Within one year from the date of signing of
licence agreement, the applicant company will be required
to obtain SACFA clearance, set up the necessary broadcast
facilities and obtain a Wireless Operating Licence
98
from the Wireless Advisor in the WPC Wing of the

Ministry of Communications and
Information Technology and pay the spectrum usage
fee as determined by the WPC.
Permission for the use of Satellite

News Gathering Technology
The use of SNG and DSNG equipment will be restricted to

certain types of users, each of whom will to will to apply to
the MIB and obtain permission for the same. PIB accredited
content provider(s) if any, are permitted to use SNG/DSNG
for
collection/transmission
of
news/footage.
These
channels are permitted to use the technology to gather

live news or footage and for point to point transmission
entertainment channels uplinking from their own teleport
are permitted to use SNG/DSNG for their approved
channels, and for transfer of video feeds to the permitted
teleport. All foreign channels, permitted entertainment
99
channels uplinked from India and entities permitted to use

SNG/DSNG equipment are required to seek temporary
uplinking permission for using SNG/DSNG for any live
coverage/footage collection and transmission on case to
case basis. Certain technical and other restrictions are
applicable to usage within these permitted categories such
as captive usage.
1. Uplinking will be to be carried out only in the encrypted
mode, so as to be receivable only in closed user group.
Signals are to be down linked only at the permitted
teleport of the licensee and uplinked for broadcasting
through permitted satellite only through such teleports.
2.
Content collected through SNG/DSNG technology will

be
required
to
conform
to
Programme
and
Advertisement Codes.
3.
The use of SNG/DSNG will be prohibited in certain
regions by the Ministry of Home Affairs

("MoHA"), defense installations and in certain areas
cordoned off for security purposes.
4.
The company will be required to inform the MIB

10
0
about placement of their terminals.

5.
The usage term for SNG/DSNG equipment extends up

to the period of the channel permission for news and
current affairs content providers for such channels and
up to the period of the teleport license for teleport
owners.
6.
Permissions are required to be taken from the
WPC for the use of SNG/DSNG

technology and for frequency authorization. The WPC
permission will be renewable annually.
7.
Usage of the SNG/DSNG technology will be also

permitted in the KU Band. Penalties for violations of the
said
guidelines
include
suspensions
of
the
corresponding uplinking licenses for various periods of

time, and / or prohibitions on broadcasting material
during the permission period.
Foreign
In
vestment
10
1
Under Consolidated Policy on Foreign Direct Investment

(FDI) effective from October 1, 2010 issued by the
Department of Industrial Policy and Promotion, Ministry of
Commerce and Industry, Government of India, in Uplinking of TV Channels, FDI in the Up-linking of TV
Channels will be permitted as under:
1.
FDI up to 49% will be permitted with prior approval of

the Government for setting up the Up- linking Hub/
Teleport;
2.
FDI up to 100% will be allowed with prior approval of

the Government for Up-linking a Non- News & Current
Affairs TV Channel;
3.
FDI (including investment by Foreign Institutional

Investors (FIIs) up to 26% will be permitted with prior
approval of the Government for Uplinking a News &
Current Affairs TV Channel subject to the condition that
the portfolio investment in the form of FII/ NRI deposits
10
2
shall not be "persons acting in concert" with FDI

investors as defined in Securities & Exchange Board of
India (Substantial Acquisition of Shares & Takeovers)
Regulations, 1997.
A company permitted to uplink a channel will be required

to
certify
the
continued
compliance
of
the
above
requirement at the end of each fnancial year. While

calculating foreign equity of the applicant company, the
foreign holding component, if any, in the equity of the
Indian shareholder companies of the applicant company
will be to be duly reckoned on a pro-rata basis, so as to
arrive at the total foreign holding in the applicant
company. However, the indirect FII equity in a company as
on 31st March of the year will be to be taken for the
purposes of pro-rata
10
3
reckoning of foreign holdings. Further, FDI in the Up-linking

TV Channels
will be
subject to compliance with the
Uplinking Guidelines and policy of the MIB as may be

notifed from time to time.
Conditional
Access
System (CAS)
A conditional access system ("CAS") will be a technology

which enables electronic transmission of digital
especially television signals,
consumers who
directly
media,
accessable to
will subscribed and paid the requisites
subscription fee. It will be a conditional access as the

television signals are not availabe to the non subscribers.
A set-top box (STB) containing a conditional access
module will be required in the consumer's premises to
receive the television signals.
By a recent Delhi High Court Order, CAS will be to be

10
4
implemented in Delhi, Mumbai and Kolkata from December

31, 2006.
The Government of India issued a Notifcation No. 39

dated 9 January 2004 whereby, under the proviso to
clause (k) of sub-section (1) of section 2 of the TRAI Act,
1997 as amended, the
scope
telecommunication services
was
of
the
expression
increased to
include
the broadcasting services and cable services also. Thus,

broadcasting and cable services now come within the
purview of the Telecom Regulatory Authority of India.
Copyright Act,
1957
The
Copyright
Act,
1957
(Copyright
Act)
governs
copyright protection in India. Under the Copyright Act,

copyright
may
subsist
in
original
literary,
dramatic,
musical or artistic works, cinematograph films, and sound

recordings. Following the issuance of the International
10
5
Copyright Order, 1999, subject to certain exceptions, the

provisions of the Copyright Act apply to nationals of all
member states of the World Trade Organization.
While copyright registration will be not a prerequisite for

acquiring
or
enforcing
copyright
in
an
otherwise
copyrightable work, registration constitutes prima facie

evidence of the particulars entered therein and creates a
rebuttable presumption favoring the ownership of the
copyright by the registered owner. Copyright registration
may expedite infringement proceedings and reduce delay
caused due to evidentiary considerations. Once registered,
copyright protection of a work lasts for a period of 60 years
following the death of the author.
The Copyright Act grants every broadcasting organisation,

a special right known as the broadcast reproduction right
which subsists until 25 years from the beginning of the
calendar year next following the year in which such
broadcasting was made. Any re-broadcasting, recording
10
6
reproduction or making the broadcast available to the

public without a license from the holder of the broadcast
reproduction right would be deemed to be an infringement
of the broadcast reproduction right. Infringing of copyright
under the Copyright Act would entail imprisonment.
The remedies available in the event of infringement of

copyright under the Copyright Act include civil proceedings
for damages, account of profts, injunction and the
delivery of the infringing copies to the copyright owner.
The Copyright Act also provides for criminal remedies

including imprisonment of the accused and the imposition
of fnes and seizures of infringing copies. Other remedies
are administrative or quasi judicial remedies which are
prosecuted before the Registrar of Copyright to ban the
import of infringing copies into India and the confscation
of infringinged copies.
Trademar
10
7
ks
The Trade Marks Act, 1999 (the Trademark Act) governs

the statutory protection of trademarks in India. In India,
trademarks enjoy protection under both statutory and
common
law.
registration
of
Indian
trademarks
trademarks
for
law
goods
permits
and
the
services.
Certification trademarks and collective marks are also

registrable under the Tradem Mark Act.
10
8
An application for trademark registration may be made by

any person claiming to be the proprietor of a trademark
and can be made on the basis of either current use or
intention to use a trademark in the future. The registration
of certain types of trade marks are absolutely prohibited,
including trademarks that are not distinctive and which
indicate the kind or quality of the goods.
Applications for a trademark registration may be made for

in one or more international classes. Once granted,
trademark registration will be valid for ten years unless
cancelled. If not renewed after ten years, the mark lapses
and the registration for such mark will to be obtained
afresh. While both registered and unregistered trademarks
are
protected under Indian law,
the
registration of
trademarks offers signifcant advantages to the registered

owner, particularly with respect to proving infringement.
Registered trademarks may be protected by means of an
10
9
action for infringement, whereas unregistered trademarks

may only be protected by means of the common law
remedy of passing off. In case of the latter, the plaintiff
must, prior to proving passing off, first prove that he will
be the owner of the trademark concerned. In contrast, the
owner of a registered trademark will be prima facie
regarded as the owner of the mark by virtue of the
registration obtained.
11
0
HISTORY AND OTHER

CORPORATE MATTERS
Our Company was originally incorporated as PRIYAGOLD

PVT LTD. Limited on February 04, 2004 under the
Companies Act, 1956 vide certifcate of incorporation
bearing no. ..issued
Companies,
Certifcate
Mumbai,
of
Maharashtra,
Commencement
of
by
and
Registrar
was
Business
of
granted
dated
..
The registered office of our Company will be situated

at----------------------
Our Company will be in the business of news broadcasting.

We will launch SURYA SAGAR and Comedy 24 channel in
2016-17
as news & views channel. We will also launchl
surya comedy in 2016-17 as a 24-hours Hindi general

entertainment channel
11
1
Our
Company
was
promoted
by
Mr to carry on
the business of news gathering, news syndication, content
development, production and content management for
news and news based programmes. An amendment was
made to the Articles of Association of our Company,
11
2
Main Objects of our Company
The main objects as contained in our Memorandum

of Association of our Company are:
To engage in and carry on the business of

gathering,
news
syndication,
content
news
development,
production and content management for news, news

based
programmes, current affairs programmes, talk
shows,
chat
shows,
game
shows
and
any
other
entertainment based content, programmes for broadcast

on satellite television, cable, broadband, web, internet,
radio and any other broadcast medium and to print,
publish, sale and market newspapers, magazines and any
other print form of content publication and to generally
deal in producing, buying, selling, import and export of
content and information in print, audio, video and any
other form and also to carry on business as broadcasters,
11
3
channel operators, publishers in India and abroad.
The main objects clause and objects incidental or ancillary

to the main objects clause of the Memorandum of
Association of our Company enable us to undertake the
existing activities and the activities for which the funds are
being raised, through the present Issue.
Strategic Partners
Our Company does not will any strategic partners as on the

date of fling the Draft Letter of
Offer.
Financial Partners
Our Company does not will any fnancial partners as on the

date of filing the Draft Letter of
11
4
Offer.
Other agreements
There are no other agreements entered by our Company

other than those entered in the normal course of the
business.
11
5
OUR MANAGEMENT
Our
Directors
88
Our Board consists of 7 directors of which 1 will be an

Executive Director, 3 are Non Executive Directors and 3
are Independent Directors. Our Chairman will be a non
executive and independent director. As per our Articles of
Association, our Board shall consist of not less than three
Directors and not more than twelve Directors.

Surya Sagar TV Channel

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(iii)

MARKET & LEGAL

Section III Introduction

Summary of our Industry

economy cannot be understated.

Since the start of the recent global economic turmoil the

especially in the last quarter of 2015, which will be one of

the main sources of revenue in the sector.

With some notable exceptions, particularly in China and

spending, globally. Global advertising fell by 11.8% and

whole, the global E&M market declined by 3.0% in 2016, a

The E&M industry in 2016 stood at Rs. 580.8 billion

industry. Many of the factors which caused the slowdown

In comparison to other Asian countries like China and

Summary of our Business

Our Company was originally incorporated in the year 2016

SURYA SAGAR Channel Our approach:

Comedy 24 and entertainment channel. We will set up 10

(viz. lease lines) which enabled us to receive live news

We plan to expand our news gathering base to at least

every year which will enable us to

broadcast anything live from these centers and also our

SURYA SAGAR will be also in the process of tying up with

for our channel visibility through internet. In IP TV

Qualified employee and management team

manpower including engineers, reporters and anchors. The

Popular team of anchors and journalists

Marketing and advertising capabilities

Marketing functions of the channel. The marketing and

Distribution network and High connectivity

Expansion of new bureaus

increasing balance sheet

strength enhanced our competitive advantage many fold.

Spreading our reach and gain in market share:

innovative & thought provoking views based programs,

presentation based on audience feedbacks and evolving

Maximizing Advertisement Revenues

maximizing our advertising revenues by leveraging on our

television channel from other media as a larger target

market share for

television channels, we believe we will be well positioned

Maintaining control over Expenses

technology to control operating costs that include, among

costs relating to production, communication and

stores and spares.

ASSETS AND LIABILITIES

31.03.18 31.03.19 31.03.20

For the year/period ended

31.03. 31.03. 30.09.

Brief details of Project Cost:

acquisition of studio equipments

We plan to start our operations from Noida. We plan to set

Acquisition of Studio Equipment and Interiors

We intend to purchase imported Studio Equipment from

Equipment are given below:

We do not propose to purchase any

General Corporate Purposes

We have purchased a property in Noida

and setting up news

Shifting of operations and setting up

Comparison of Accounting Ratios with COMPETITIVE

BENEFITS AVAILABLE TO THE COMPANY UNDER