Mar 31, 2023
The Board of Directors are pleased to present the 18th Annual Report and the Company''s Audited Financial Statements for the Financial Year ended March 31, 2023.
FINANCIAL RESULTS
The financial performance of the Company (Standalone and Consolidated) for the year ended March 31, 2023 is summarised below:
(Rs. in Crore) |
||||
Particulars |
Standalone |
Consolidated |
||
2022-23 |
2021-22 J |
2022-23 |
2021-22 |
|
Revenue from Operations |
1,251.72 |
1,262.15 |
5,912.09 |
5,526.18 |
Profit/(Loss) Before Interest, Depreciation and Amortisation Expense |
146.60 |
311.97 |
365.53 |
1,167.49 |
Less: Interest |
37.45 |
30.47 |
116.18 |
38.09 |
Depreciation and Amortisation Expense |
56.22 |
50.73 |
122.59 |
113.11 |
Profit/(Loss) Before Tax |
52.93 |
230.77 |
126.76 |
1,016.29 |
Less: Tax Expenses* (* includes current tax, deferred tax, short /excess provision of tax relating to earlier years) |
(4.90) |
58.19 |
(1.01) |
90.05 |
Profit/(Loss) for the Year |
57.83 |
172.58 |
127.77 |
926.24 |
Add: Other Comprehensive Income |
0.44 |
2.49 |
(0.92) |
4.80 |
Total Comprehensive Income for the Year |
58.27 |
175.07 |
126.85 |
931.04 |
Less: Total Comprehensive Income attributable to NonControlling Interest |
10.75 |
342.70 |
||
Total Comprehensive Income Attributable to Owners of the Company |
58.27 |
175.07 |
116.10 |
588.34 |
Less: Appropriation (Transfer to General Reserve) |
||||
Earnings Per Share (Basic) (in ?) |
0.34 |
1.01 |
0.68 |
3.41 |
RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS
During the year under review, on standalone basis, the Company recorded an operating turnover of ? 1,251.72 crore (previous year ? 1,262.15 crore). The profit before interest, depreciation and tax was ? 146.60 crore, as against ? 311.97 crore in previous year.
The consolidated revenue from operations was ? 5,912.09 crore as against ? 5,526.18 crore in previous year and the profit before interest, depreciation and tax was ? 365.53 crore, as against ? 1,167.49 crore in previous year.
The business delivered robust operating performance across all the segments. While on a Standalone basis, revenue was flat due to a marginal decline in advertising revenue, TV news network gained viewership through the year, establishing
leadership in key genres. At consolidated level, revenue grew by 7%, primarily driven by growth in sports and movies verticals of entertainment subsidiary. Business environment during the year was challenging due to a sharp slowdown in advertising demand on television. High inflation, weak macro-economic environment and a sharp drop in venture capital funding, forced brands to reduce marketing spends, posing a challenge to advertising growth. The Company continued to invest in growth initiatives, which led to a sharp increase in operating costs. In News business, scaling up of teams and increased spends on IP events were the main drivers of increase in costs. In the Entertainment business, investments were primarily focused on expanding and improving content offering. The profitability of the business was impacted as growth in costs significantly
m itn^rorl tha nrn\n/th in rawam lac
In view of the accumulated losses, the Company does not propose to transfer any amount to the reserves.
In view of the accumulated losses, the Board of Directors have not recommended any dividend for the year under review.
The Dividend Distribution Policy of the Company is put up on the Company''s website and can be accessed at https://www. nw18.com/reports/reportstv18/Notices%20Events/Other%20 Notices/Dividend%20Distribution%20Policy.pdf.
There has been no change in the policy during the year under review.
The Company had discontinued accepting fresh fixed deposits or renewing any deposits w.e.f. April 1, 2014. The Company had repaid all fixed deposits and interest thereon. Amount of deposits and interest that remained unclaimed has already been transferred to Investor Education and Protection Fund, except an amount of '' 0.04 crore which is held in abeyance due to pending legal case.
MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT
There have been no material changes and commitments affecting the financial position of the Company between the end of the Financial Year and date of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section forming part of the Annual Report.
The Company has obtained credit rating for its Borrowing Programme viz. Long-term/Short-term, Fund based/Non-fund based Facility limits and Commercial Paper Programme from CARE Ratings Limited, ICRA Limited and India Ratings & Research Private Limited. The details of Credit Ratings are disclosed in the Corporate Governance Report, which forms part of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of the Companies Act, 2013 ("the Act") and Listing Regulations read with lnd AS 110- Consolidated Financial Statements, lnd AS 28-lnvestments in Associates and
lnd AS 31-lnterests in Joint Ventures, the Audited Consolidated Financial Statement forms part of the Annual Report.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The development in business operations/performance of the major Subsidiaries / Joint Ventures / Associate Companies during the financial year 2022-23, forms part of the Management Discussion and Analysis Report.
A statement providing details of performance and salient features of Financial Statements of Subsidiaries /Joint Ventures/ Associate Companies, as per Section 129(3) of the Act, is provided as Annexure to the Consolidated Financial Statement and therefore not repeated in this report to avoid duplication. The audited Financial Statement including the Consolidated Financial Statement of the Company and all other documents required to be attached thereto are put up on the Company''s website and can be accessed at https://www.nw18. com/annualReport#tv18. The Financial Statement of the subsidiaries of the Company are also put up on the Company''s website and can be accessed at https://www.nw18.com/ finance- subsidiary.
The Company has formulated a Policy for determining Material Subsidiaries and the same is available on the website of the Company and can be accessed at https://www.nw18.com/ reports/reportstv18/Policies/TV18-PolicyforDeterminingMateri alSubsidiaries.pdf.
The Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings" respectively.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Act, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:
I. in the preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable Accounting Standards read with the requirements set out under Schedule Ill to the Act, have been followed and there are no material departures from the same;
II. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;
III. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
IV. t he Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2023 on a ''going concern basis'';
V. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
VI. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.
The Corporate Governance Report of the Company in pursuance of the Listing Regulations forms part of the Annual Report. Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the Corporate Governance Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report as stipulated under the Listing Regulations, describing initiatives taken by the Company from an environmental, social and governance perspective, is available on Company''s website and can be accessed at https://www.nw18.com/reports/TV18_ BRSR_2022-23.pdf.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in its ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
The Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions is put up on the Company''s website and can be accessed at https://www. nw18.com/reports/reportstv18/Policies/POLICY%20ON%20 MATERIALITY%20OF%20RPT%20AND%20ON%20DEALING%20 WITH % 20RPT-.pdf.
There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.
Members may refer to Note no. 37 to the Standalone Financial statement which sets out related party disclosures pursuant to Ind AS.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility ("CSR") Committee''s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the ''Corporate Social Responsibility Policy'' ("CSR Policy"). The CSR Policy of the Company, inter-alia, covers CSR vision and objective and also provides for governance, implementation, monitoring and reporting framework. There has been no change in the policy during the year.
The CSR Policy of the Company can be accessed at https:// www.nw18.com/reports/reportstv18/Policies/Corporate%20 Social%20Responsibility%20Policy_1.pdf.
In terms of Company''s CSR objectives and policy, the focus areas of engagement are as under:
⢠Addressing identified needs of the unprivileged through initiatives directed towards improving livelihood, alleviating poverty, promoting education, empowerment through vocational skills and promoting health and wellbeing.
⢠Preserve, protect and promote art, culture and heritage.
⢠Ensuring environmental sustainability, ecological balance and protection of flora and fauna.
The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act.
During the year under review, the Company has spent ? 2.60 crore which is more than 2% of the average net profit of last three financial years, on (a) Preventive and Public Healthcare initiatives and (b) Sustainable Livelihood Programme in rural areas. The Annual Report on CSR activities as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure I to this Report.
The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board of Directors of the Company has constituted Risk Management Committee which has, inter-alia, been entrusted with the responsibility of overseeing implementation/ monitoring of risk management plan and policy; and continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.
Further details on risk management activities are covered in Management Discussion and Analysis Report, which forms part of the Annual Report.
The Company has adequate systems of internal financial controls to safeguard and protect the Company from loss, unauthorised use or disposition of its assets. All the transactions are properly authorised, recorded and reported to the management. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting Financial Statements.
The internal financial controls have been embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the Internal Auditors during the course of their audits.
The Audit Committee reviews adequacy and effectiveness of Company''s internal controls and monitors the implementation of audit recommendations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Jyoti Deshpande, Director, retires by rotation at ensuing Annual General Meeting ("AGM") of the Company.
The Nomination and Remuneration Committee and Board of Directors have recommended her re-appointment for the approval of the shareholders.
The Company has received declarations from all the Independent Directors of the Company confirming that:
(i) they meet the criteria of independence as prescribed under the Act and Listing Regulations;
(ii) they have registered their names in the Independent Directors'' Databank; and
(iii) they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
The Company, has in place a ''Policy for Selection of Directors and Determining Directors'' Independence'' and ''Remuneration Policy for Directors, Key Managerial Personnel and Other Employees''. These policies are put up on the Company''s website and can be accessed at https://www.nw18.com/reports/reportstv18/Policies/ TV18PolicyonSelectionofDirectors&DeterminingIndependence. pdf and https://www.nw18.com/reports/reportstv18/Policies/ TV18RemunerationPolicyforDirectors,KMPsa ndotheremployees.pdf The Policy for Selection of Directors and Determining Directors'' Independence sets out guiding principles for Nomination and Remuneration Committee for identifying persons who are qualified to become directors and determining directors'' independence, if the person is intended to be appointed as independent director. There has been no change in this policy during the year under review.
The Remuneration Policy for Directors, Key Managerial Personnel and Other Employees sets out guiding principles for Nomination and Remuneration Committee for recommending to the Board the remuneration of Directors, Key Managerial Personnel and other employees. There has been no change in the policy during the year under review.
The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive and Executive Directors.
In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors separately carried out evaluation of Chairperson, Non-Independent Directors and Board as a whole. The performance of each Committee was evaluated by the Board, based on views received from respective Committee Members. The consolidated report on performance evaluation was reviewed by the Chairperson of the Board and feedback was given to Directors.
AUDITORS & AUDITORS'' REPORTS Statutory Auditors
Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W / W-100018) were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years at
(v) Stakeholders'' Relationship Committee
The Stakeholders'' Relationship Committee of the Company comprises Mr. Dhruv Subodh Kaji (Chairman), Mr. P.M.S. Prasad and Mr. Rahul Joshi.
(vi) Vigil Mechanism
The Company promotes ethical behaviour in all its business activities. Towards this, the Company has established a robust Vigil Mechanism and a Whistle - Blower Policy. The Company has constituted an Ethics & Compliance Task Force to process and investigate protected disclosures made under the Policy. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice or victimisation. The Audit Committee oversees the Vigil Mechanism. The Vigil Mechanism and Whistle - Blower Policy is available on the Company''s website and can be accessed at https:// www.nw18.com/reports/reportstv18/Policies/Policy%20 on%20Whistle%20Blower%20Policy-Vigil%20Machanism. pdf.
(vii) Prevention of Sexual Harassment at Workplace
The Company has complied with the provisions relating to the constitution of Internal Complaints Committee as specified under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The other disclosures under this Act are given in the Business Responsibility and Sustainability Report.
(viii) Particulars of Loans Given, Investments Made, Guarantees Given and Securities Provided
Particulars of loans given, Investments made, Guarantees given and Securities provided by the Company, along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Standalone Financial Statement. Members may refer to Note nos. 5, 6, 13, 37 and 43 to the Standalone Financial Statement.
(ix) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosures are given below:
a) Conservation of Energy
The Company is not an energy intensive unit, hence alternate source of energy may not be feasible. However, regular efforts are made to conserve the energy. The Company evaluates the possibilities and
the AGM held on September 29, 2022. The Company has received confirmation from them to the effect that they are not disqualified from continuing as Auditors of the Company.
The Notes on Financial Statement referred to in the Auditors'' Report are self-explanatory and do not call for further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.
In accordance with the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records. The Board had appointed M/s Pramod Chauhan & Associates, Cost Accountants, as the Cost Auditor of the Company for conducting the audit of the cost records of the Company for the Financial Year 2022-23. Further, they have been appointed as the Cost Auditor by the Board for the Financial Year 2023-24.
The Board had appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended March 31, 2023, is annexed with this Report and marked as Annexure Il to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
DISCLOSURES(i) Meetings of the Board
During the Financial Year ended on March 31, 2023, 6 (Six) Board meetings were held. Further details of the meetings of the Board and its Committees are given in the Corporate Governance Report, forming part of the Annual Report.
The Audit Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Dhruv Subodh Kaji, Mr. Rajiv Krishan Luthra and Mr. P.M.S. Prasad. During the year, all the recommendations made by the Audit Committee were accepted by the Board.
(iii) Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Dhruv Subodh Kaji and Mr. P.M.S. Prasad.
(iv) Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company comprises Mr. Dhruv Subodh Kaji (Chairman), Mr. Adil Zainulbhai, Mr. Rajiv Krishan Luthra and Mr. P.M.S. Prasad.
various alternatives to reduce energy consumption. Further, use of low energy consuming LED lightings is being encouraged.
The Company is conscious of implementation of latest technologies in key working areas. Technology is ever changing and employees of the Company are made aware of the latest working techniques and technologies through workshops, group e-mails and discussion sessions for optimum utilisation of available resources and to improve operational efficiency. The Company endeavours to leverage technology in order to conduct business in sustainable manner. The Company is not engaged in manufacturing activities, therefore, certain disclosures on technology absorption and conservation of energy etc. are not applicable.
During the year, there has been no expenditure on Research and Development.
c) Foreign Exchange Earnings and Outgo
During the year under review, the Company earned ? 48.13 crore of foreign exchange and used ? 73.55 crore of foreign exchange, both on actual basis.
The Annual Return of the Company as on March 31, 2023 is available on the Company''s website and can be accessed at https://www.nw18.com/reports/agm/TV18_ Annual_Return_2022-23.pdf.
(xi) Particulars of Employees and Related Information
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also forms part of this report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such information may write to the Company Secretary to e-mail id [email protected].
During the year under review:
1. The Company had not issued any equity shares with differential rights as to dividend or voting or otherwise.
2. The Company had not issued any shares (including sweat equity shares) to directors or employees of the Company under any scheme. Voting rights on the shares issued to employees in earlier years under Employees'' Stock Option Scheme of the Company are exercised by them directly.
3. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
4. No significant and/or material order was passed by any Regulator/Court/Tribunal which impacts the going concern status of the Company or its future operations.
5. No fraud has been reported by Auditors to the Audit Committee or the Board.
6. There is no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.
7. There was no instance of one-time settlement with any Bank or Financial Institution.
8. There has been no change in the nature of business of the Company.
The Board of Directors wish to place on record its appreciation for the faith reposed in the Company and continuous support extended by all the employees, members, customers, investors, government and regulatory authorities, bankers and various stakeholders.
For and on behalf of the Board of Directors
Date: April 17, 2023 Adil Zainulbhai
Chairman
Mar 31, 2022
The Board of Directors are pleased to present the 17th Annual Report and the Company''s Audited Financial Statements for the Financial Year ended March 31,2022.
FINANCIAL RESULTS
The financial performance of the Company (Standalone and Consolidated) for the year ended March 31,2022 is summarised below:
(? in crore) |
||||
Particulars |
Standalone |
Consolidated |
||
2021-22 |
2020-21 |
2021-22 |
2020-21 |
|
Revenue from Operations |
1,262.15 |
1,104.18 |
5,526.18 |
4,497.62 |
Profit/(Loss) Before Interest, Depreciation and Amortisation Expense |
311.97 |
224.36 |
1,167.49 |
929.86 |
Less: Interest |
30.47 |
45.61 |
38.09 |
87.72 |
Depreciation and Amortisation Expense |
50.73 |
55.74 |
113.11 |
138.75 |
Profit/(Loss) Before Tax |
230.77 |
123.01 |
1,016.29 |
703.39 |
Less: Tax Expenses* (*includes current tax, deferred tax, short /excess provision of tax relating to earlier years) |
58.19 |
32.43 |
90.05 |
(42.32) |
Profit/(Loss) for the Year |
172.58 |
90.58 |
926.24 |
745.71 |
Add: Other Comprehensive Income |
2.49 |
(0.31) |
4.80 |
4.51 |
Total Comprehensive Income for the Year |
175.07 |
90.27 |
931.04 |
750.22 |
Less: Total Comprehensive Income attributable to NonControlling Interest |
- |
- |
342.70 |
292.49 |
Total Comprehensive Income Attributable to Owners of the Company |
175.07 |
90.27 |
588.34 |
457.73 |
Less: Appropriation (Transfer to General Reserve) |
- |
- |
- |
- |
Earnings Per Share (Basic) (in ¥) |
1.01 |
0.53 |
3.41 |
2.66 |
RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS
During the year under review, on standalone basis, the Company recorded an operating turnover of ? 1,262.15 crore (previous year ? 1,104.18 crore). Profit before Tax was ? 230.77 crore, as against ? 123.01 crore in previous year.
The consolidated revenue from operations was ? 5,526.18 crore as against ? 4,497.62 crore in previous year and Profit before Tax on consolidated basis was ? 1,016.29 crore, as against ? 703.39 crore in previous year.
The business successfully navigated the continued challenges posed by the COVID-19 pandemic and posted an improvement in operating profits across all its business lines. Both TV news
and Entertainment verticals saw a sharp year on year growth in revenues driven primarily by advertising. Despite the new waves of pandemic, lockdowns were localised and economic activity remained largely stable through the year, leading to a growth in advertising spends. Accompanied with continued cost controls, both the businesses delivered strong operating profits and margins. The Company''s viewership share in the entertainment genre scaled a new high during the year and the News business delivered its highest ever margins.
In view of the accumulated losses, the Company does not propose to transfer any amount to the reserves.
The outbreak of COVID-19 pandemic had caused significant disturbance and slowdown of economic activity in Financial
Year 2020-21, and to a smaller extent in Financial Year 2021-22. As we exit Financial Year 2021-22, the impact of pandemic on business seems minimal but the possibility of cases rising again in the future remains. In assessing the recoverability of Company''s assets such as Goodwill, Financial Assets and Non-Financial Assets, the Company has considered internal and external information. The Company has evaluated impact of this pandemic on its business operations and based on its review and current indicators of future economic conditions, there is no significant impact on its standalone financial results and the Company expects to recover the carrying amount of all its assets.
In view of the accumulated losses, the Board of Directors have not recommended any dividend for the year under review.
The Dividend Distribution Policy of the Company is put up on the Company''s website and can be accessed at https://www.nw18.com/reports/reportstv18/Notices%20Events/ Other%20Notices/Dividend%20Distribution%20Policy.pdf
There has been no change in the policy during the year under review.
The Company had discontinued accepting fresh fixed deposits or renewing any deposits w.e.f. April 1, 2014. The Company had repaid all fixed deposits and interest thereon. As on March 31, 2022, deposits and interest thereon aggregating to ? 0.41 crore was unclaimed. Out of this, ? 0.37 crore were subsequently transferred to Investor Education and Protection Fund by the Company and the remaining amount of ? 0.04 crore is held in abeyance due to pending legal case.
MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT
There have been no material changes and commitments affecting the financial position of the Company between the end of the Financial Year and date of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section forming part of the Annual Report.
The Company has obtained credit rating for its Borrowing Programme viz. Long-term/Short-term, Fund based/Non-fund based Facility limits and Commercial Paper Programme from
CARE Ratings Limited, ICRA Limited and India Ratings & Research Private Limited. The details of Credit Ratings are disclosed in the Corporate Governance Report, which forms part of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of the Companies Act, 2013 ("the Act") and Listing Regulations read with lnd AS 110- Consolidated Financial Statements, lnd AS 28-lnvestments in Associates and lnd AS 31-lnterests in Joint Ventures, the Audited Consolidated Financial Statement forms part of the Annual Report.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The development in business operations/performance of the major Subsidiaries/ Joint Ventures / Associate Companies during the financial year 2021-22, forms part of the Management Discussion and Analysis Report.
Further, on April 27, 2022, Viacom18 Media Private Limited ("Viacom18"), a subsidiary of the Company along with Reliance Projects & Property Management Services Limited ("RPPMSL"), a wholly-owned subsidiary of Reliance Industries Limited announced a partnership with Bodhi Tree Systems ("BTS"), which is a platform of James Murdoch''s Lupa Systems and Uday Shankar, to accelerate Viacom18''s growth journey of becoming one of India''s largest TV and digital streaming companies. As part of the partnership, JioCinema will be transferred to Viacom18 along with a cash infusion of '' 13,500 crore by BTS and '' 1,645 crore by RPPMSL.
A statement providing details of performance and salient features of Financial Statements of Subsidiaries /Joint Ventures/Associate Companies, as per Section 129(3) of the Act, is provided as Annexure to the Consolidated Financial Statement and therefore not repeated in this report to avoid duplication.
The audited Financial Statement including the Consolidated Financial Statement of the Company and all other documents required to be attached thereto are put up on the Company''s website and can be accessed at https://www.nw18.com/ annualReport#tv18. The Financial Statement of the subsidiaries of the Company are also put up on the Company''s website and can be accessed at https://www.nw18.com/finance-subsidiary#tv18.
The Company has formulated a Policy for determining Material Subsidiaries and the same is available on the website of the Company and can be accessed at https://nw18.com/reports/reportstv18/ Policies/TV18-PolicyforDeterminingMaterialSubsidiaries.pdf
environmental, social and governance perspective, is attached as part of the Annual Report. This report, inter-alia, contains initiatives w.r.t. stakeholder relationship, customer relationship, sustainability, health and safety.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in its ordinary course of business and on an arm''s length basis.
During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
The Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions is put up on the Company''s website and can be accessed at https://www.nw18.com/reports/ reportstv18/Policies/P0LICY%200N%20MATERIALITY%200F%20 RPT%20AND%200N%20DEALING%20WITH%20RPT-.pdf.
There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.
Members may refer to Note no. 36 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility ("CSR") Committee''s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the ''Corporate Social Responsibility Policy'' ("CSR Policy"). The CSR Policy of the Company, inter-alia, covers CSR vision and objective and also provides for governance, implementation, monitoring and reporting framework. There has been no change in the policy during the year.
The CSR Policy of the Company can be accessed at https:// www.nw18.com/reports/reportstv18/Policies/Corporate%20 Social%20Responsibility%20Policy_1.pdf.
In terms of Company''s CSR objectives and policy, the focus areas of engagement are as under:
⢠Addressing identified needs of the unprivileged through initiatives directed towards improving livelihood, alleviating poverty, promoting education, empowerment through vocational skills and promoting health and well-being.
The Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings" respectively.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Act, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:
i. in the preparation of the annual accounts for the Financial Year ended March 31, 2022, the applicable Accounting Standards read with the requirements set out under Schedule Ill to the Act, have been followed and there are no material departures from the same;
ii. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year ended on that date;
iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2022 on a ''going concern basis'';
v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.
The Corporate Governance Report of the Company in pursuance of the Listing Regulations forms part of the Annual Report. Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the Corporate Governance Report.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Report as stipulated under the Listing Regulations, describing initiatives taken by the Company from an
⢠Preserve, protect and promote art, culture and heritage.
⢠Ensuring environmental sustainability, ecological balance and protection of flora and fauna.
The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act.
During the year under review, the Company has spent ? 1.18 crore (which is more than 2% of the average net profit of last three financial years) on Covid-19 Relief - Mission Annasewa in the area of disaster management, including relief, rehabilitation and reconstruction activities. The Annual Report on CSR activities as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure I to this Report.
The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board of Directors of the Company has constituted Risk Management Committee which has, inter-alia, been entrusted with the responsibility of Overseeing implementation/ Monitoring of Risk Management Plan and Policy; and continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.
Further details on Risk Management activities are covered in Management Discussion and Analysis section, which forms part of the Annual Report.
The Company has adequate systems of internal financial controls to safeguard and protect the Company from loss, unauthorised use or disposition of its assets. All the transactions are properly authorised, recorded and reported to the Management. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting Financial Statements.
The internal financial controls have been embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the Internal Auditors during the course of their audits.
The Audit Committee reviews adequacy and effectiveness of Company''s Internal Controls and monitors the implementation of audit recommendations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Rahul Joshi, Director, retires by rotation at ensuing Annual General Meeting ("AGM") of the Company.
The Nomination and Remuneration Committee and Board of Directors have recommended his re-appointment for the approval of the shareholders.
The Company has received declarations from all the Independent Directors of the Company confirming that:
(i) they meet the criteria of independence as prescribed under the Act and Listing Regulations;
(ii) they have registered their names in the Independent Directors'' Databank; and
(iii) they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
The Company, has in place a ''Policy for Selection of Directors and Determining Directors'' Independence'' and ''Remuneration Policy for Directors, Key Managerial Personnel and Other Employees''. These policies are put up on the Company''s website and can be accessed at https://www.nw18.com/reports/reportstv18/Policies/ TV18PolicyonSelectionofDirectors&DeterminingIndependence. pdf and https://nw18.com/reports/reportstv18/Policies/TV18 RemunerationPolicyforDirectors,KMPsandotheremployees.pdf
The Policy for Selection of Directors and Determining Directors'' Independence sets out guiding principles for Nomination and Remuneration Committee for identifying persons who are qualified to become directors and determining directors'' independence, if the person is intended to be appointed as independent director. There has been no change in this policy during the year under review.
The Remuneration Policy for Directors, Key Managerial Personnel and Other Employees sets out guiding principles for Nomination and Remuneration Committee for recommending to the Board the remuneration of Directors, Key Managerial Personnel and other employees. There has been no change in the policy during the year under review.
PERFORMANCE EVALUATION
The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Non-Executive and Executive Directors.
In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out performance evaluation of the Board, its Committees and Individual Directors.
The Independent Directors separately carried out evaluation of Chairperson, Non-Independent Directors and Board as a whole. The performance of each Committee was evaluated by the Board, based on views received from respective Committee Members. The report on performance evaluation of the Individual Directors was reviewed by the Chairperson of the Board and feedback was given to Directors.
Statutory Auditors
S.R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Regn. No. 101049W/E300004) were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years at the AGM held on September 25, 2017.
The Notes on Financial Statement referred to in the Auditors'' Report are self-explanatory and do not call for further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.
As the term of the office of S. R. Batliboi & Associates LLP, existing Statutory Auditors will be completed at the conclusion of the ensuing Annual General Meeting, it is proposed to appoint Deloitte Haskins & Sells, LLP, Chartered Accountants, (ICAI Registration No. 117366W/W- 100018), as Statutory Auditors of the Company for a period commencing from the conclusion of the ensuing 17th AGM until the conclusion of 22nd AGM of the Company. The Company has received confirmation from Deloitte Haskins & Sells, LLP to the effect that they are not disqualified from appointment as Auditors of the Company.
In accordance with the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and records. The Board had appointed M/s Pramod Chauhan & Associates, Cost Accountants, as the Cost Auditor of the Company for conducting the audit of the cost records of the Company for the Financial Year 2021-22. Further, they have been appointed as the Cost Auditor by the Board for the Financial Year 2022-23.
The Board had appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the Financial Year 2021-22. The Secretarial Audit Report for the Financial Year ended March 31,2022, is annexed with this Report and marked as Annexure Il to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
(i) Meetings of the Board
During the Financial Year ended on March 31,2022, 4 (Four) Board meetings were held. Further details of the meetings
of the Board and its Committees are given in the Corporate Governance Report, forming part of the Annual Report.
The Audit Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Dhruv Subodh Kaji, Mr. Rajiv Krishan Luthra and Mr. P.M.S. Prasad. During the year, all the recommendations made by the Audit Committee were accepted by the Board.
(iii) Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Dhruv Subodh Kaji and Mr. P.M.S. Prasad.
(iv) Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company comprises Mr. Dhruv Subodh Kaji (Chairman), Mr. Adil Zainulbhai, Mr. Rajiv Krishan Luthra and Mr. P.M.S. Prasad.
The Stakeholders'' Relationship Committee of the Company comprises Mr. Dhruv Subodh Kaji (Chairman), Mr. P.M.S. Prasad and Mr. Rahul Joshi.
(vi) Vigil Mechanism
The Company promotes ethical behaviour in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and Whistle Blower. The Company has constituted an Ethics & Compliance Task Force to process and investigate protected disclosures made under the Policy. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice or victimisation. The Audit Committee oversees the Vigil Mechanism. The Policy on Vigil Mechanism and Whistle Blower is available on the Company''s website and can be accessed at https://www.nw18.com/reports/reportstv18/ Policies/Policy%20on%20Whistle%20Blower%20 Policy-Vigil%20Machanism.pdf.
The Company has complied with the provisions relating to the constitution of Internal Complaints Committee as specified under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The other disclosures under this Act are given in the Business Responsibility Report, which forms part of the Annual Report.
Particulars of loans given, Investments made, Guarantees given and Securities provided by the Company, along with
the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Standalone Financial Statement. Members may refer to Note nos. 5, 12, 36 and 42 to the Standalone Financial Statement.
(ix) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosures are given below:
The Company is not an energy intensive unit, hence alternate source of energy may not be feasible. However, regular efforts are made to conserve the energy. The Company evaluates the possibilities and various alternatives to reduce energy consumption. Further, use of low energy consuming LED lightings is being encouraged.
The Company is conscious of implementation of latest technologies in key working areas. Technology is ever changing and employees of the Company are made aware of the latest working techniques and technologies through workshops, group e-mails and discussion sessions for optimum utilisation of available resources and to improve operational efficiency. The Company is not engaged in manufacturing activities. Therefore, certain disclosures on technology absorption and conservation of energy etc. are not applicable.
During the year, there has been no expenditure on Research and Development.
c) Foreign Exchange Earnings and Outgo
During the year under review, the Company earned ? 38.45 crore of foreign exchange and used ? 52.57 crore of foreign exchange, both on actual basis.
The Annual Return of the Company as on March 31,2022 is available on the Company''s website and can be accessed at: https://www.nw18.com/reports/reportstv18/Notices%20 EventsMnnual_Return_2021-22.pdf
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also forms part of this report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such information may write to the Company Secretary to e-mail id [email protected].
During the year under review:
1. The Company had not issued any equity shares with differential rights as to dividend or voting or otherwise.
2. The Company had not issued any shares (including sweat equity shares) to directors or employees of the Company under any scheme. Voting rights on the shares issued to employees in earlier years under Employees'' Stock Option Scheme of the Company are exercised by them directly.
3. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
4. No significant and/or material order was passed by any Regulator/ Court/Tribunal which impacts the going concern status of the Company or its future operations.
5. No fraud has been reported by Auditors to the Audit Committee or the Board.
6. There is no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.
7. There was no instance of one-time settlement with any Bank or Financial Institution.
8. There has been no change in the nature of business of the Company.
The Board of Directors wish to place on record its appreciation for the faith reposed in the Company and continuous support extended by all the employees, members, customers, investors, government and regulatory authorities, bankers and various stakeholders.
For and on behalf of the Board of Directors
Date: May 3, 2022 Adil Zainulbhai
Place: Mumbai Chairman
Mar 31, 2018
Dear Members,
The Board of Directors are pleased to present the 13th Annual Report and the Companyâs audited Financial Statements for the financial year ended March 31, 2018.
Financial Results
The financial performance of the Company (Standalone and Consolidated) for the year ended March 31, 2018 is summarised below:
((Rs. in crore))
Particulars |
Standalone |
Consolidated |
||
2017-18 |
2016-17 |
2017-18 |
2016-17 |
|
Revenue from operations |
735.45 |
666.81 |
1475.19 |
979.41 |
Profit before interest and depreciation |
186.38 |
159.08 |
156.01 |
110.31 |
Less:Interest |
19.06 |
18.68 |
26.96 |
22.43 |
Depreciation |
18.63 |
17.83 |
69.21 |
56.37 |
Profit before tax |
148.69 |
122.57 |
59.84 |
31.51 |
Less: Current Tax |
52.32 |
21.11 |
53.02 |
24.05 |
Deferred Tax |
- |
- |
(1.03) |
1.06 |
Profit for the year |
96.37 |
101.46 |
7.85 |
6.40 |
Add: Other Comprehensive Income |
(0.91) |
(1.93) |
1.37 |
(8.72) |
Total Comprehensive Income for the year |
95.46 |
99.53 |
9.22 |
(2.32) |
Less: Total Comprehensive Income attributable to Non Controlling Interest (recovery) |
- |
- |
(0.18) |
(12.72) |
Total Comprehensive Income attributable to Owners of the Company |
- |
- |
9.40 |
10.40 |
Less: Appropriation (Transfer to General Reserve) |
- |
- |
- |
- |
Earnings Per Share (Basic) (In Rs.) |
0.56 |
0.59 |
0.05 |
0.11 |
Results of Operations and the State of Companyâs Affairs
During the year under review, the Company recorded an operating turnover of Rs. 735.45 crore (previous year Rs. 666.81 crore). Profit before Tax was Rs. 148.69 crore, as against Rs. 122.57 crore in previous year. The consolidated revenue from operations of the Company was Rs. 1475.19 crore as against Rs. 979.41 crore in previous year and Profit before Tax on consolidated basis was Rs. 59.84 crore, as against Rs. 31.51 crore in previous year.
The Company continues to improve its viewership and enhance its market share by having broadest news network with unmatched coverage through 20 channels spanning in 15 languages and 26 states. Business news channels of the Company continue to maintain top position in business news. General news channels of the Company have also significantly improved their market share.
Dividend
In order to conserve the resources, the Board of Directors has not recommended any dividend for the year under review. This is in accordance with the Companyâs Dividend Distribution Policy.
The Dividend Distribution Policy of the Company is annexed as Annexure I to this Report.
Deposits
The Company has discontinued accepting fresh fixed deposits or renewing any deposits w.e.f. April 1, 2014. The Company has repaid all fixed deposits and interest thereon. However, as on March 31, 2018, deposits including interest thereon aggregating to Rs. 67.09 lakhs remained unclaimed.
Scheme of Merger
The Scheme of Merger by Absorption (the âSchemeâ) for merger of Equator Trading Enterprises Private Limited, Panorama Television Private Limited, RVT Media Private Limited and ibn18 (Mauritius) Limited, into TV18 Broadcast Limited with the appointed date as April 1, 2016, has been filed with the National Company Law Tribunal, Mumbai Bench (âNCLTâ) for approval. Upon receipt of approval, the Scheme shall be given effect to in the financial statements of the Company.
The aforesaid Scheme was filed with NCLT post receipt of âNo Objectionâ from the Reserve Bank of India for merger of Companyâs foreign subsidiary with the Company.
Material Changes affecting the Company
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. There has been no change in the nature of business of the Company.
Managementâs Discussion and Analysis Report
Managementâs Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), is presented in a separate section forming part of the Annual Report.
Credit Rating
ICRA Limited-the Credit Rating Agency has assigned following Credit Ratings to the Company:
Instruments |
Ratings |
|
Long term/Short term Facilities Fund based / Non-fund based Limits of Rs.354 crore |
[ICRA] AAA (pronounced as ICRA triple A) / Stable [ICRA] A1 (pronounced as ICRA A One plus) Outstanding |
|
Commercial Paper Programme of Rs.750 crore |
[ICRA] A1 (pronounced ICRA A One plus) |
as |
CARE Ratings Limited - the Credit Rating Agency has assigned the following Credit Rating to the Company:
Instruments |
Ratings |
Commercial Paper Programme Of Rs.750 crore |
CARE A1 (A One Plus) |
Corporate Governance
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (âSEBIâ).
A detailed Corporate Governance Report of the Company in pursuance of the Listing Regulations forms part of the Annual Report of the Company. The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is attached to the Corporate Governance Report.
Business Responsibility Report
The Business Responsibility Report as stipulated under the Listing Regulations, describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as part of the Annual Report.
Directors and Key Management Personnel
In accordance with the provisions of the Companies Act, 2013 (âthe Actâ) and the Articles of Association of the Company, Mr. P.M.S. Prasad, Non-Executive Director, retires by rotation at this Annual General Meeting of the Company. Based on the recommendation of the Nomination and Remuneration Committee, the Board has recommended his re-appointment as Director liable to retire by rotation.
During the year under review Mr. K. R. Raja, Non-Executive Director, resigned from the Directorship of the Company w.e.f. March 21, 2018. The Board places on record its appreciation for the valuable contribution made by him during his tenure as Director of the Company.
Save and except aforementioned, there was no other change in Directors and Key Managerial Personnel of the Company.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act read with Regulation 16 of the Listing Regulations.
The following policies of the Company are annexed herewith and marked as Annexure IIA and Annexure IIB respectively:
a. Policy for Selection of Directors and Determining Directors Independence; and
b. Remuneration Policy for Directors, Key Managerial Personnel and Other Employees.
Performance Evaluation
The Company has formulated a Policy for Performance Evaluation of the Independent Directors, Board, Committees and other Individual Directors. The evaluation process inter-alia considers attendance at meetings, acquaintance with business, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc.
On the basis of aforesaid Policy, the process of performance evaluation of the Board, Committee, Individual Directors (including Independent Directors) and Chairperson was carried out. The Chairperson of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees. The report on performance evaluation of the Individual Directors was reviewed by the Chairperson of the Board and feedback was given to Directors.
Consolidated Financial Statement
In accordance with the provisions of the Act, the Listing Regulations and IndAS 110-Consolidated Financial Statements read with IndAS 28 - Investments in Associates and IndAS 31 - Interests in Joint Ventures, the audited Consolidated Financial Statement is provided in the Annual Report.
Subsidiaries/Joint Ventures/Associate Companies
The development in business operations/performance of the major subsidiaries/joint ventures/associate companies, forms part of the Managementâs Discussion and Analysis Report.
During the year, the Company took operational control and raised its stake to 51% in its subsidiary Viacom18 Media Private Limited (âViacom18â) by acquiring 1% additional equity shares of Viacom18.
The performance and financial information of the subsidiary companies/joint ventures/associate companies is provided as Annexure to the Consolidated Financial Statement.
The audited Financial Statement including the Consolidated Financial Statement and related information of the Company are available on the Companyâs website www.network18online.com. The Financial Statement of each of the subsidiaries may also be accessed on the Companyâs website www.network18online.com. These documents will also be available for inspection on all working days (i.e. except Saturdays, Sundays and Public Holidays) during business hours at the registered office of the Company.
The Company has formulated a Policy for Determining Material Subsidiaries and the same is placed on the website at http://www. network18online.com/reportstv18/Policies/Policy%20for%20 determining%20Material%20Subsidiaries%20new.pdf.
Secretarial Standards
The Company has complied with the provisions of the applicable Secretarial Standards, i.e. SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings).
Directorsâ Responsibility Statement
Pursuant to the requirement of Section 134 of the Act, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:
(i) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable Accounting Standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2018 on a âgoing concern basisâ;
(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and
(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Number of Meetings of the Board
During the year under review, 7 (seven) Board meetings were held. Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, forming part of the Annual Report.
Audit Committee
The Audit Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Dhruv Subodh Kaji, Mr. Rajiv Krishan Luthra, Independent Directors, and Mr. P.M.S. Prasad NonExecutive Director. During the year, all the recommendations made by the Audit Committee were accepted by the Board.
Risk Management
The Board of Directors of the Company is responsible for the direction and establishment of internal controls to mitigate material business risks. The Company has formulated and adopted a Risk Management Policy to identify the elements of risk for achieving its business objectives and to provide reasonable assurance that all the material risks will be mitigated. Further details on Risk Management are given in the report on Managementâs Discussion and Analysis Report, which forms part of the Annual Report.
Internal Financial Controls
The Company has adequate systems of internal financial controls to safeguard and protect the Company from loss, unauthorised use or disposition of its assets. All the transactions are properly authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.
The internal financial controls have been embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the Internal Auditors during the course of their audits.
The Audit Committee reviews adequacy and effectiveness of Companyâs internal controls and monitors the implementation of audit recommendations.
Corporate Social Responsibility
Corporate Social Responsibility (CSR) Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Dhruv Subodh Kaji, Independent Directors and Mr. P.M.S. Prasad, Non-Executive Director. The Committeeâs prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the âCorporate Social Responsibility Policyâ
The CSR Policy of the Company is available on its website and may be accessed at the link http://www.network18online.com/ reportstv18/Policies/Corporate%20Social%20Responsibility%20 Policy 1.pdf.
In terms of CSR Policy, the focus areas of engagement are as under:
- Addressing identified needs of the unprivileged through initiatives directed towards improving livelihood, alleviating poverty, promoting education, empowerment through vocational skills and promoting health and well-being
- Preserve, protect and promote art, culture and heritage
- Environmental sustainability, ecological balance and protection of flora and fauna
- Training to promote rural sports, nationally recognised sports, Paralympics sports and Olympic sports
The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act.
During the year under review, the Company had spent Rs.1.75 crore in the area of Training to Promote Rural Sports, Nationally Recognised Sports which is more than the prescribed CSR expenditure of 2% of the average net profit of last three financial years. The Annual Report on CSR activities as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure III to this Report.
Vigil Mechanism
The Company promotes ethical behaviour in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and Whistle Blower. The Company has constituted an Ethics & Compliance Task Force to process and investigate a protected disclosure made under the Policy. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice or victimisation. The Audit Committee oversees the Vigil Mechanism. The Policy on Vigil Mechanism and Whistle Blower is available on the website of the Company and may be accessed at the link http://www. network18online.com/reportstv18/Policies/Policy%20on%20 Whistle%20Blower%20Policy-Vigil%20Machanism.pdf.
Related Party Transactions
All the related party transactions were entered into on armâs length basis and were in the ordinary course of business. Further, the transactions with related parties were in compliance with the applicable provisions of the Act and the Listing Regulations. Omnibus approval was obtained for the transactions which were foreseen and repetitive in nature. A statement of all related party transactions was presented before the Audit Committee on a quarterly basis.
During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions, or which is required to be reported in Form AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is posted on the website of the Company and may be accessed at the link http://www.network18online.com/reportstv18/Policies/ Materiality partytransactions policy TV181.pdf. The details of the transactions with Related Parties are provided in Note no. 30 to the Standalone Financial Statement.
Particulars of Loans Given, Investments Made, Guarantees Given and Securities Provided
Details of loans given, investments made, guarantees given and securities provided by the Company along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Standalone Financial Statement. Please refer Note nos. 2, 3, 10, 30 and 36 to the Standalone Financial Statement.
Auditors & Auditorsâ Reports
Statutory Auditor
S.R. Batliboi & Associates LLP, Chartered Accountants, (ICAI Firm Registration no. 101049W/E300004) were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years at the Annual General Meeting held on September 25, 2017. The Company has received confirmation from them to the effect that they are not disqualified for holding the office of the Auditors.
The Notes on Financial Statement referred to in the Auditorsâ Report are self-explanatory and do not call for further comments. The Auditorsâ Report does not contain any qualification, reservation, adverse remark or disclaimer.
Cost Auditor
The Board had appointed M/s Pramod Chauhan & Associates, Cost Accountants, as the Cost Auditors of the Company for the financial year 2017-18 for conducting the audit of the Cost Records of the Company.
Secretarial Auditor
The Board had appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018, is annexed with the Report and marked as Annexure IV. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
Particulars of Employees and Related Information
Information required in terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also form part of this report.
Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at the registered office of the Company on all working days, during working hours and any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.
Extract of Annual Return
Extract of the Annual Return in the prescribed format is annexed with this report and marked as Annexure V.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Disclosures pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as under:
a) Conservation of Energy
The Company is not an energy intensive unit, hence alternate source of energy may not be feasible. However, regular efforts are made to conserve the energy, viz. use of low energy consuming LED lightings is being encouraged.
b) Technology Absorption
The Company is conscious of implementation of latest technologies in key working areas. Technology is ever-changing and employees of the Company are made aware of the latest working techniques and technologies through workshops, group e-mails and discussion sessions for optimum utilisation of available resources and to improve operational efficiency.
The Company is not engaged in manufacturing activities. Therefore, certain disclosures on technology absorption and conservation of energy etc. are not applicable.
During the year, there has been no expenditure on Research and Development.
c) Foreign Exchange Earnings and Outgo
During the year, the Company earned Rs.29.61 crore of foreign exchange and used Rs.89.33 crore of foreign exchange on actual basis.
General
During the year under review:
1. The Company had not issued any equity share with differential rights as to dividend or voting or otherwise.
2. The Company had not issued any share (including sweat equity shares) to employees of the Company under any scheme. Voting rights on the shares issued to employees in earlier years under Employeesâ Stock Option Scheme of the Company are either exercised by them directly or through their appointed proxy.
3. No significant or material order was passed by any Regulator/ Court/ Tribunal which impacts the going concern status of the Company or its future operations.
4. No fraud had been reported by the Auditors to the Audit Committee or the Board of Directors.
Acknowledgement
The Board of Directors wishes to place on record its appreciation for the faith reposed in the Company and continuous support extended by all the employees, members, customers, joint venture partners, associates, investors, government authorities and bankers.
For and on behalf of the Board of Directors
Place: Mumbai Adil Zainulbhai
Date: April 24, 2018 Chairman
Mar 31, 2017
Dear Members,
The Directors are pleased to present the 12th Annual Report and the Companyâs audited Financial Statements for the financial year ended March 31, 2017.
Financial Results
The financial performance of the Company (Standalone and Consolidated) for the year ended March 31, 2017 is summarised below:
(Rs. in crore)
Particulars |
Standalone |
Consolidated |
||
2016-17 |
2015 -16 |
2016-17 |
2015 -16 |
|
Revenue from operations |
666.81 |
626.18 |
979.41 |
924.91 |
Profit before interest and depreciation |
159.08 |
153.60 |
110.31 |
251.60 |
Less: Interest |
18.68 |
18.55 |
22.43 |
18.61 |
Depreciation |
17.83 |
10.05 |
56.37 |
34.87 |
Profit before tax |
122.57 |
125.00 |
31.51 |
198.12 |
Less: Current Tax |
21.11 |
- |
24.05 |
1.72 |
Deferred tax |
- |
- |
1.06 |
1.58 |
Profit for the Year |
101.46 |
125.00 |
6.40 |
194.82 |
Add: Other Comprehensive Income |
(1.93) |
(0.66) |
(8.72) |
17.29 |
Total Comprehensive Income for the Year |
99.53 |
124.34 |
(2.32) |
212.11 |
Less: Total Comprehensive Income attributable to Non Controlling Interest(recovery) |
- |
- |
(12.72) |
0.32 |
Total Comprehensive Income Attributable to Owners of the Company |
- |
- |
10.40 |
211.79 |
Less: Appropriation Transfer to General Reserve |
- |
- |
- |
- |
Earnings Per Share (Basic) (In â) |
0.59 |
0.73 |
0.11 |
1.13 |
Figures for the financial year 2015-16 have been restated as per Indian Accounting Standard (Ind AS) and therefore may not be comparable with financials for the financial year 2015-16 approved by the Board of Directors and disclosed in the financial statement of previous year.
Indian Accounting Standard
The Ministry of Corporate Affairs (MCA) on February 16, 2015 notified that Indian Accounting Standard (Ind AS) are applicable to certain classes of companies from April 1, 2016 with a transition date of April 1, 2015. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (âthe Actâ) read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the Company from April 1, 2016.
The reconciliations and descriptions of the effect of the transition from previous GAAP to Ind AS have been set out in Note no. 37 in the notes to accounts in Standalone Financial Statement and Note no. 40 in the notes to accounts in the Consolidated Financial Statement.
Results of Operations and the State of Companyâs Affairs
During the year under review, the Company recorded an operating turnover of Rs.666.81 crore (previous year Rs.626.18 crore). Profit before Tax was Rs.122.57 crore, as against Rs.125.00 crore in previous year. The consolidated revenue from operations of the Company was Rs.979.41 crore as against Rs.924.91 crore in previous year and Profit Before Tax on consolidated basis was Rs.31.51 crore, as against Rs.198.12 crore in previous year.
The Company improved its viewership and focused on investing for increase in market share of its channels. Despite a challenging year for media industry, there was an increase in operational revenue of the Company.
Dividend
In order to conserve the resources, the Board of Directors has not recommended any dividend for the year under review. This is in accordance with the Companyâs Dividend Distribution Policy.
The Dividend Distribution Policy of the Company is annexed herewith and marked as Annexure I.
Deposits
The Company has discontinued accepting fresh fixed deposits or renewing any deposits w.e.f. April 1, 2014. The Company has repaid all fixed deposits and interest thereon. However, as on March 31, 2017, deposits including interest thereon aggregating to Rs.69.11 lakhs remained unclaimed.
Scheme of Amalgamation / Restructuring
During the year under review, the Board of Directors had approved the Scheme of Amalgamation of Equator Trading Enterprises Private Limited, Panorama Television Private Limited, RVT Media Private Limited and ibn18 (Mauritius) Limited, direct or indirect wholly owned subsidiaries of the Company into the Company with appointed date as April 1, 2016.
The said Scheme of Amalgamation is subject to receipt of further approvals of the Central Government and / or National Company Law Tribunal and / or Stock Exchanges and/or Securities and Exchange Board of India (âSEBIâ) and/or Shareholders and/or Lenders/ Creditors and/or such other competent authority(ies), as may be required under the extant applicable provisions of the law.
Material Changes affecting the Company
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report. There has been no change in the nature of business of the Company.
Managementâs Discussion and Analysis Report
Managementâs Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), is presented in a separate section forming part of the Annual Report.
Employeesâ Stock Option Scheme
There was no outstanding option as at March 31, 2017 as all the exercisable options lapsed during the year. Further, the Company is not making any further grant under the Employees âStock Option Schemes and the existing Employeesâ Stock Option Scheme is discontinued.
Credit Rating
ICRA Limited-the Credit Rating Agency has assigned following Credit Ratings to the Company:
Instruments |
Ratings |
Long Term Facilities |
[ICRA]AAA(Stable) |
Short Term Facilities |
[ICRA]A1 |
Commercial Paper Programme |
[ICRA]A1 |
Corporate Governance
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.
A detailed Corporate Governance Report of the Company in pursuance of the Listing Regulations forms part of the Annual Report of the Company. The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is attached to the Corporate Governance Report.
Business Responsibility Report
As stipulated under Regulations 34 of the Listing Regulations and circular issued thereunder, the Company being in top 500 listed entities based on market capitalization is required to include in its Annual Report, a Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective. Accordingly, the Business Responsibility Report is attached as part of the Annual Report.
Directors and Key Management Personnel
Mr. P.M.S. Prasad and Mr. K.R. Raja were appointed as Additional Directors (Non-Executive) w.e.f. July 18, 2017, and they shall hold office as Additional Directors upto the date of the ensuing Annual General Meeting. The Company has received requisite notices in writing from members proposing their candidature for appointment at the ensuing Annual General Meeting as Non-Executive Directors, liable to retire by rotation.
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under subsection (6) of Section 149 of the Act read with Regulation 16 of the Listing Regulations.
The following policies of the Company are annexed herewith and marked as Annexure IIA and Annexure IIB respectively:
a. Policy for Selection of Directors and Determining Directors Independence; and
b. Remuneration Policy for Directors, Key Managerial Personnel and Other Employees.
Save and except aforementioned changes, there was no other change in Directors and Key Managerial Personnel of the Company.
Performance Evaluation
The Company has formulated a Policy for Performance Evaluation of the Independent Directors, Board, Committees and other Individual Directors. The evaluation process inter-alia considers attendance at meetings, acquaintance with business, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc.
On the basis of aforesaid Policy, a process of performance evaluation was carried out.
Consolidated Financial Statement
In accordance with the provisions of the Act, the Listing Regulations and Ind AS-110 on Consolidated Financial Statement read with Ind AS-28 on Investments in Associates and Ind AS-31 on Interests in Joint Ventures, the audited Consolidated Financial Statement is provided in the Annual Report.
Subsidiaries/Joint Ventures/Associate Companies
The development in business operations/performance of the major subsidiaries/joint ventures/associate companies, forms part of the Managementâs Discussion and Analysis Report.
During the year under review, Prism TV Private Limited ceased to be subsidiary of the Company. Further, with effect from April 1, 2017, IndiaCast Distribution Private Limited ceased to be subsidiary of the Company.
The performance and financial information of the subsidiary companies/joint ventures/associate companies is provided as Annexure to the Consolidated Financial Statement.
The audited Financial Statement including the Consolidated Financial Statement of the Company and all other documents required to be attached thereto may be accessed on the Companyâs website www.network18online.com. The Financial Statement of each of the subsidiaries may also be accessed on the Companyâs website www.network18online. com. These documents will also be available for inspection on all working days, i.e. except Saturdays, Sundays and Public Holidays during business hours at the registered office of the Company.
The Company has formulated a Policy on Determining Material Subsidiaries and the same is placed on the website at http://www.network!8online.com/reportstv18/Policies/Policy%20for%20 determining%20Material%20Subsidiaries%20new.pdf
Directorsâ Responsibility Statement
Pursuant to the requirement of Section 134 of the Act, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:
(i) i n the preparation of the annual accounts for the financial year ended March 31, 2017, the applicable Accounting Standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2017 on a âgoing concern basisâ;
(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and
(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Number of Meetings of the Board
During the year under review, 5 (five) Board meetings were held. Further, details of the meetings of the Board and its Committees are given in the Corporate Governance Report, forming part of the Annual Report.
Audit Committee
The Audit Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Dhruv Subodh Kaji, Mr. Rajiv Krishan Luthra, Independent Directors, and Mr. K.R. Raja (Non-Executive Director). All the recommendations made by the Audit Committee were accepted by the Board.
Risk Management
The Board of Directors of the Company is responsible for the direction and establishment of internal controls to mitigate material business risks. The Company has formulated and adopted a Risk Management Policy to identify the elements of risk for achieving its business objectives and to provide reasonable assurance that all the material risks will be mitigated. Further details on Risk Management are given in the report on Managementâs Discussion and Analysis Report, which forms part of the Annual Report.
Internal Financial Controls
The Company has adequate systems of internal financial controls to safeguard and protect the Company from loss, unauthorized use or disposition of its assets. All the transactions are properly authorised, recorded and reported to the Management.The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.
The internal financial controls have been embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the Internal Auditors during the course of their audits.
The Audit Committee reviews adequacy and effectiveness of Companyâs internal controls and monitors the implementation of audit recommendations.
Corporate Social Responsibility
Corporate Social Responsibility (CSR) Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. P.M.S. Prasad and Mr. K.R. Raja. The Committeeâs prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objective of âCorporate Social Responsibility Policyâ
The CSR Policy of the Company is available on its website and may be accessed at the link http://www.network18online.com/ reportstv18/Policies/Corporate%20Social%20Responsibility%20 Policy 1.pdf
In terms of CSR Policy, the focus areas of engagement are as under:
- Addressing identified needs of the unprivileged through initiative directed towards improving livelihood, alleviating poverty, promoting education, empowerment through vocational skills and promoting health and well-being
- Preserve, protect and promote art, culture and heritage
- Environmental sustainability, ecological balance and protection of fiora and fauna
- Training to promote rural sports, nationally recognised sports, Paralympics sports and Olympic sports
The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act.
During the year under review, the Company had spent Rs.1.35 crore in the area of Training to Promote Rural Sports, Nationally Recognized Sports which is more than the prescribed CSR expenditure of 2% of the average net profit of last three financial years. The Annual Report on CSR activities as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure III to this Report.
Vigil Mechanism
The Company promotes ethical behaviour in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and Whistle Blower. The Company has constituted an Ethics & Compliance Task Force to process and investigate a protected disclosure made under the Policy. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice or victimization. The Audit Committee oversees the Vigil Mechanism. The Policy on Vigil Mechanism and Whistle Blower is available on the website of the Company and may be accessed at the link http://www. network18online.com/reportstv18/Policies/Policy%20on%20 Whistle%20Blower%20Policy-Vigil%20Machanism.pdf
Related Party Transactions
All the related party transactions were entered into on armâs length basis and were in the ordinary course of business. Further, the transactions with related parties were in compliance with the applicable provisions of the Act and the Listing Regulations. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis.
During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions, or which is required to be reported in Form AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is posted on the website of the Company and may be accessed at the link http://www.network18online.com/reportstv18/Policies/ Materiality partytransactions policy TV181.pdf. The details of the transactions with Related Parties are provided in Note no. 36 to the Standalone Financial Statement.
Particulars of Loans Given, Investments Made, Guarantees Given and Securities Provided
Details of loans given, investments made, guarantees given and securities provided by the Company along with the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are provided in the Standalone Financial Statement. Please refer Note nos. 2, 3, 10, 36 and 40 to the Standalone Financial Statement.
Auditors & Auditorsâ Reports Statutory Auditor
As per the provisions of the Act, the tenure of office of Deloitte Haskins & Sells LLP, Chartered Accountants, present Statutory Auditors of the Company, expires at the conclusion of the ensuing Annual General Meeting. It is proposed to appoint S.R. Batliboi & Associates, Chartered Accountants, (ICAI Firm Registration no. 101049W/E300004) as Statutory Auditors of the Company, for a term of 5 (five) consecutive years. S.R. Batliboi & Associates, Chartered Accountants, have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.
The Notes on Financial Statement referred to in the Auditorsâ Report are self-explanatory and do not call for further comments. The Auditorsâ Report does not contain any qualification, reservation, adverse remark or disclaimer.
Cost Auditor
The Board had appointed M/s Pramod Chauhan & Associates, Cost Accountants, as the Cost Auditors of the Company for the financial year 2016-17 for conducting the audit of the Cost Records of the Company.
Secretarial Auditor
The Board had appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017, is annexed with the Report and marked as Annexure IV. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
Particulars of Employees and Related Information
Information required in terms of the provisions of Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annual Report, which forms part of this report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annual Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.
Extract of Annual Return
Extract of the Annual Return in the prescribed format is annexed with this report and marked as Annexure V.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Disclosures pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are as under:
a) Conservation of Energy
The Company is not an energy intensive unit, hence alternate source of energy may not be feasible. However, regular efforts are made to conserve the energy, viz. use of low energy consuming LED lightings is being encouraged.
b) Technology Absorption
The Company is conscious of implementation of latest technologies in key working areas. Technology is ever-changing and employees of the Company are made aware of the latest working techniques and technologies through workshops, group e-mails and discussion sessions for optimum utilization of available resources and to improve operational efficiency.
Your Company is not engaged in manufacturing activities. Therefore, certain disclosures on technology absorption and conservation of energy etc. are not applicable.
During the year, there has been no expenditure on Research and Development.
General
During the year under review:
1. The Company had not issued any equity share with differential rights as to dividend or voting or otherwise.
2. The Company had not issued any share (including sweat equity shares) to employees of the Company under any scheme. Voting rights on the shares issued to employees in earlier years under Employeesâ Stock Option Scheme of the Company are either exercised by them directly or through their appointed proxy.
3. No significant or material order was passed by any Regulator/ Court/ Tribunal which impacts the going concern status of the Company or its future operations.
4. No fraud had been reported by the Auditors to the Audit Committee or the Board of Directors.
Acknowledgement
The Board of Directors wishes to place on record its appreciation for the faith reposed in the Company and continuous support extended by all the employees, members, customers, joint venture, partners, associates, investors, government authorities and bankers.
For and on behalf of the Board of Directors
Place: Mumbai Adil Zainulbhai
Date: July 18, 2017 Chairman
Mar 31, 2015
Dear Members,
The Directors are pleased to present the 10th Annual Report together
with the Company's audited accounts for the financial year ended March
31, 2015.
ACQUISITION OF CONTROLLING STAKE BY INDEPENDENT MEDIA TRUST
Consequent to acquisition of control of the Company by Independent
Media Trust (IMT), of which Reliance Industries Limited is the sole
beneficiary, IMT had made open offer to the shareholders of the Company
in terms of provisions of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and
the same was completed during the year.
FINANCIAL RESULTS
The financial performance of the Company for the year ended March 31,
2015 is summarized below:
(Rs. in crores)
Particulars 2014-15 2013-14
Revenue from operations 605.6 516.1
Profit / (loss) before interest and 174.2 130.3
depreciation
Less: Interest 17.3 22.5
Depreciation 20.9 20.9
Profit / (loss) before tax 14.6 59.5
Less: Provision for taxes / de- - 0.3
ferried tax
Net Profit / (Loss) after tax 14.6 59.2
Earning per share (basic) (in Rs.) 0.09 0.35
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
During the year under review, the Company recorded an operating
turnover of Rs. 605.6 Crores (previous year Rs. 516.1 Crores). The
consolidated revenue from operation of the Company was Rs. 2318.4
Crores as against Rs. 1968.1 Crores in previous year and Profit Before
Tax (before exceptional and prior period items) on a consolidated basis
was Rs. 216.0 Crores, in previous year Rs. 126.8 Crores.
DIVIDEND
In order to conserve the resources, the Board of Directors have not
recommended any dividend for the year under review.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
DEPOSITS
The Company has discontinued accepting fresh fixed deposits or renewing
any deposits w.e.f April 1, 2014. Further, the Company has repaid the
entire fixed deposits during the year, maturing upto and after March 31,
2015. The Company has been regular in payment of interest and repayment
of fixed deposits. As on March 31, 2015 deposits aggregating to Rs. 3.95
Crores remains unclaimed. The Company has sent fresh cheques to these
deposit holders.
EMPLOYEES STOCK OPTION SCHEMES
The Nomination and Remuneration Committee of the Board of Directors of
the Company, inter alia, administers and monitors the Employees' Stock
Option Schemes of the Company in accordance with the applicable
Regulations prescribed by the Securities and Exchange Board of India
(SEBI). The Company has implemented the Employees' Stock Option Schemes
in accordance with the applicable SEBI Regulations and the resolutions
passed by the Members of the Company. The Certificate(s) of the
Statutory Auditors confirming the same shall be placed before the Annual
General Meeting for inspection by the members. During the year, there
is no change in the Employees' Stock Option Schemes of the Company.
The issue of equity shares pursuant to exercise of options does not
affect the Statement of Profit and Loss of the Company, as the exercise
is made at the market price prevailing as on the date of the grant plus
taxes as applicable.
Voting rights on the shares issued to employees under the Employees'
Stock Option Schemes are either exercised by them directly or through
their appointed proxy.
The applicable disclosures with regard to the Employees' Stock Option
Schemes as stipulated under the Companies Act, 2013 as on March 31,
2015 are provided in Annexure I to this report and the disclosures
under the Securities and Exchange Board of India ( Share based Employee
Benefits) Regulations, 2014 are disclosed on the website of the Company
at www.network18online.com and also provided in the Notes forming part
of the Financial Statements.
SHARE CAPITAL
The Company has not issued any equity shares with differential voting
rights as to dividend, voting or otherwise. The Company has also not
issued any shares (including sweat equity shares) to employees of the
Company under any scheme save and except Employees Stock Option Schemes
(ESOS) referred to in this Report.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI.
A detailed Corporate Governance Report of the Company in pursuance of
Clause 49 of the Listing Agreement forms part of the Annual Report of
the Company. The requisite Certificate from a Practicing Company
Secretary confirming compliance with the conditions of Corporate
Governance as stipulated under the aforesaid Clause 49 is attached to
the Corporate Governance Report.
CREDIT RATING
ICRA Limited  the Credit Rating Agency, a subsidiary of Moody's has
assigned following Credit Ratings to the credit facilities of the
Company.
Particulars : Ratings
Fixed Deposit Programme : [ICRA] MA (Positive)
Long Term Facilities : [ICRA] A (Positive)
Short Term Facilities : [ICRA] A1
Commercial Paper Programme : [ICRA] A1
Commercial Paper Programme : [ICRA] A1 (SO)
(Backed by BG/SBLC)
Directors
Mr. Rohit Bansal was appointed as an Additional Director w.e.f. January
14, 2015 and he shall hold office up to the date of the ensuing Annual
General Meeting. The Company has received requisite notice in writing
from a member proposing the candidature of Mr. Rohit Bansal for
appointment as a Non- executive Director, liable to retire by rotation.
Mr. Adil Zainulbhai was appointed as an Additional Director
(Independent Director) w.e.f. May 15, 2015 and he shall hold office upto
the date of ensuing Annual General Meeting. The Company has received
requisite notice in writing from a member proposing the candidature of
Mr. Adil Zainulbhai for appointment as a Non-executive Independent
Director, not liable to retire by rotation for a term upto 5 (five)
consecutive years upto May 14, 2020.
The present term of Mr. Manoj Mohanka as an Independent Director of the
Company will expire at the ensuing Annual General Meeting. The Company
has received requisite notice in writing from a member proposing the
candidature of Mr. Manoj Mohanka for the office of Independent Director
of the Company, not liable to retire by rotation, for a term of 3
(three) consecutive years from the date of ensuing Annual General
Meeting.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
In accordance with the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Raghav Bahl retires by rotation at the
ensuing Annual General Meeting and, being eligible, has offered himself
for re-appointment. Your Board has recommended his re-appointment.
Mr. Hari S. Bhartia, Independent Director of the Company, resigned from
the Directorship of the Company with effect from June 30, 2015. The
Board places on record its deep appreciation for the valuable
contribution made by him during his tenure as a Director of the
Company.
The Company organizes various programs and presentations for the Board
of Directors in order to familiarize them with their roles, rights,
responsibilities in the Company, nature of the Industry in which it
operates, Business model of the Company and related matters. Details of
such program is available on the Company's website
www.network18online.com and may be accessed at http://
www.network18online.com/reportstv18/Policies/Familiarisation-
Programmes-for-Independent -Directors-TV18.pdf.
The following policies of the Company are annexed herewith as Annexure
IIA and Annexure IIB:
a) Policy for selection of Directors and determining Directors
Independence; and
b) Remuneration Policy for Directors, Key Managerial Personnel and
other employees.
The Company does not have any Managing Director or Whole- time
Director.
The Company has formulated a policy on performance evaluation of the
Independent Directors, Board and its Committees and other individual
Directors which shall be based on inter alia criteria like attendance,
effective participation, domain knowledge, access to management outside
Board Meetings and compliance with the Code of Conduct, vision and
strategy and benchmark to global peers.
On the basis of policy for performance evaluation of Independent
Directors, Board, Committees and other individual directors, a process
of evaluation was carried out. The performance of the Board, individual
directors and Board Committees were found to be satisfactory.
KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company has appointed Mr. Hariharan
Mahadevan as the Chief Financial Officer of the Company with effect from
November 27, 2014. Further, the Board of Directors of the Company
appointed Ms. Kshipra Jatana as the Manager of the Company for a period
of five years with effect from November 27, 2014.
During the year under review, Mr. Hitesh Kumar Jain, DGM Â Corporate
Affairs & Company Secretary of the Company ceased to be the Company
Secretary of the Company and Mr. Sachin Gupta was appointed as the
Company Secretary & Compliance Officer of the Company with effect from
October 16, 2014.
Further, Mr. Deepak Gupta was appointed as Company Secretary and
Compliance Officer of the Company, with effect from July 22, 2015,
consequent to resignation of Mr. Sachin Gupta.
SUBSIDIARIES / JOINT VENTURES/ ASSOCIATE COMPANIES
The development in business operations /performance of the major
subsidiaries / joint ventures / associate companies, form part of the
Management's Discussion and Analysis Report.
During the year under review, IBN Lokmat News Private Limited,
Indiacast Media Distribution Private Limited, Indiacast UTV Media
Distribution Private Limited, Indiacast UK Limited, Indiacast US
Limited, Viacom18 Media Private Limited, Roptonal Limited, Viacom18 US
Inc. and Viacom18 Media (UK) Limited have become subsidiaries of the
Company. The performance and financial information of the subsidiary
companies / joint ventures / associate companies is disclosed in the
Consolidated Financial Statement.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of the Companies Act, 2013, Clause 32
of the Listing Agreement and Accounting Standard AS-21 on Consolidated
Financial Statement read with AS-23 on Accounting for Investments in
Associates and AS-27 on Financial Reporting of Interests in Joint
Ventures, the audited consolidated financial statement is provided in
the Annual Report.
TRANSFER OF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND
The amount of fixed deposits and other amounts which remained unpaid or
unclaimed for a period of 7 years have been transferred by the Company,
within the stipulated time, to the Investors
Education and Protection Fund.
Further, the Company has uploaded the details of such unpaid and
unclaimed amounts on it's website and also on the website of the
Ministry of Corporate Affairs.
SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURT
No significant and/or material orders were passed by any
Regulators/Courts/Tribunals which impact the going concern status of
the Company or its future operations.
NUMBER OF MEETINGS OF THE BOARD
During the financial year ended on March 31, 2015, 7 (seven) Board
Meetings were held and the maximum time gap between any two Board
meetings was less than 120 days. Further, details of the meetings of
the Board and its Committees are given in the Corporate Governance
Report, forming part of the Annual Report.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee of the Company comprises of Mr. Manoj Mohanka,
Chairman, Mr. Raghav Bahl and Mr. Adil Zainulbhai. Consequent upon
resignation of Mr. Hari S. Bhartia from the directorship of the
Company, Mr. Adil Zainulbhai was appointed as a member of the Audit
Committee. All the recommendations made by the Audit Committee were
accepted by the Board.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) read with Section
134(5) of the Companies Act, 2013, with respect to Directors'
Responsibility Statement, it is hereby confirmed that:
i) in the preparation of the annual accounts for the financial year
ended March 31, 2015, the applicable Accounting Standards read with the
requirements set out under Schedule III to the Companies Act, 2013,
have been followed and there are no material departures from the same;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2015 and of the profit and loss of the
Company for the year ended on that date;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) the Directors have prepared the annual accounts of the Company for
the financial year ended March 31, 2015 on a 'going concern' basis;
v) the Directors have laid down internal financial control to be
followed by the Company and that such internal financial control are
adequate and were operating effectively; and
vi) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
RISK ASSESSMENT/ MANAGEMENT
The Company has formulated and adopted a Risk Management Policy. The
Board of Directors of the Company is responsible for the direction and
establishment of internal control to mitigate material business risks.
The policy is framed to identify the element of risk for achieving its
business objective and to provide reasonable assurance that all the
material risks, misstatements, frauds or violation of laws and
regulations will be mitigated. The Company has constituted a Risk
Management Committee. The Committee shall inter alia oversee, evaluate
and implement the Risk Assessment Policy and Manual of the Company and
suggest effective measures to counter or mitigate the risks.
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility (CSR)
Committee in compliance with the provisions of the Companies Act, 2013.
The Committee's prime responsibility is to assist the Board in
discharging its social responsibilities by way of formulating and
monitoring implementation of the objective of 'Corporate Social
Responsibility Policy'.
The CSR Policy of the Company is available on its website at
www.network18online.com and may be accessed at http://www.
network18online.com/reportstv18/Policies/Corporate_Social_
Responsibility Policy.pdf
In terms of CSR Policy, the focus areas of engagement are as under:
- Addressing identified needs of the unprivileged through improving
livelihood, alleviating poverty, promoting education, empowerment
through vocational skills and promoting health and well-being.
- Preserve, protect and promote art, culture and heritage.
- Environmental sustainability, ecological balance and protection of
form and fauna.
- The Company would also undertake other need based initiatives in
compliance with Schedule VII to the Companies Act, 2013.
The applicable disclosure as stipulated under the Companies (Corporate
Social Responsibility Policy) Rules, 2014 is provided in Annexure III
to this Report.
VIGIL MECHANISM
The Company promotes ethical behaviour in all its business activities.
Towards this, the Company has adopted a policy on Vigil Mechanism and
Whistle Blower. The Company has constituted an Ethics & Compliance Task
Force to process and investigate a protected disclosure made under the
policy. The confidentiality of those reporting violations is maintained
and they are not subjected to any discriminatory practice or
victimization. The Audit Committee oversees the Vigil Mechanism. The
policy on vigil mechanism and whistle blower is available on Company's
website at www.network18online. com and may be accessed at
http://www.network18online.com/
reportstv18/Policies/Policy%20on%20Whistle%20Blower%20
%20-%20Vigil%20Mechanism.pdf
RELATED PARTY TRANSACTIONS
All the related party transactions were entered on arms' length basis
and were in the ordinary course of business. Further, the transactions
with related parties were in compliance with applicable provisions of
the Companies Act, 2013 and the Listing Agreement. All Related Party
Transactions are presented to the Audit Committee. Omnibus approval is
obtained for the transactions which are foreseen and repetitive in
nature. A statement of all related party transactions is presented
before the Audit Committee on a quarterly basis.
During the year, the Company had not entered into any contract/
arrangement/ transactions with related parties which could be
considered material in accordance with the policy of the Company on
materiality of related party transactions. The policy on dealing with
Related Party Transaction and policy for determining Material
Subsidiaries are posted on the Company's website at
www.network18online.com and may be accessed at
http://www.network18online.com/reportstv18/
Policies/Materiality_partytransactions_policy_TV18.pdf and
http://www.network18online.com/reportstv18/Policies/Policy_
for_determining_Material_Subsidiaries.pdf
The details of the transactions with Related Parties are provided in
Note No. 31 to the standalone financial statement.
INTERNAL FINANCIAL CONTROL
The Company has adequate system of internal financial control to
safeguard and protect from loss, unauthorized use or disposition of its
assets. All the transactions are properly authorized, recorded and
reported to the Management. The Company is following all the
applicable Accounting Standards for properly maintaining the books of
accounts and reporting financial statements. The internal auditor of the
Company also checks and verifies the internal financial control and
monitors them.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place Prevention of Sexual Harassment (POSH) Policy
in line with the requirements of The Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal
Complaints Committee (ICC) has been set up to redress complaints
regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. During the year
four complaints were received under the Policy. All the complaints were
resolved and four employees who were found guilty were terminated from
employment.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Details of Loans given, Investments made, Guarantees given and
Securities provided are given in Note Nos. 11, 12 and 16 to the
standalone financial statement.
AUDITOR & AUDITOR'S REPORT
Deloitte Haskins & Sells, LLP, Chartered Accountants, were appointed as
Auditors of the Company for a period of three years at the 9th Annual
General Meeting held on September 30, 2014 and the appointment was
subject to ratification at each Annual General Meeting. The Company has
received confirmation from them to the effect that their ratification of
appointment is within the prescribed limits under the Companies Act,
2013 and that they are not disqualified for holding the office of the
Auditors. Accordingly, the Board recommends ratification of their
appointment as Statutory Auditors of the Company by the members.
The Notes on financial statement referred to in the Auditors' Report are
self-explanatory and do not call for further comments. The Auditors'
Report does not contain any qualification, reservation or adverse
remark.
COST AUDITOR AND COST AUDIT REPORT
The Board had appointed Pramod Chauhan & Associates, Cost Accountants
(Regd. No. 000436) as the Cost Auditors of the Company for the financial
year 2014-15 for conducting the audit of the Cost Records of the
Company. Further, the Cost Auditor of the Company is required to
forward the Cost Audit Report to the Company by September 27, 2015. The
Company is required to submit the same with Central Government within
30 days of receipt of Cost Audit Report from the Cost Auditor.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board had appointed Chandrasekaran Associates, Company Secretaries,
to conduct the Secretarial Audit for the financial year 2014-15. The
Secretarial Audit Report for the financial year ended March 31, 2015, in
the prescribed format is attached herewith as Annexure IV to this
report. The Secretarial Auditors in their report had commented that as
required under second proviso to Section 149(1) of the Companies Act,
2013 and Clause 49 of the Listing Agreement, the Company had not
appointed woman director.
In this regard it may be noted that the Company has identified a
candidate for being appointed as a woman director on its Board and has
made an application to Ministry of Information and Broadcasting which
is pending for approval.
PARTICULARS OF EMPLOYEE AND MANAGERIAL REMUNERATION
The information required in terms of the provisions of Section 197(12)
of the Companies Act, 2013 read with Rules 5 (1), (2) and (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed with this report and marked as Annexure VA and Annexure
VB.
EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in the prescribed format is annexed with
this report and marked as Annexure VI.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014, the following information
is provided:
a) Conservation of energy
The Company is not an energy intensive unit, hence alternate source of
energy may not be feasible. However, regular efforts are made to
conserve the energy. The Company conducted an energy audit and
suggested means to reduce energy consumption. Further, use of low
energy consuming LED lightings are being encouraged.
b) Technology absorption
The Company is conscious of implementation of latest technologies in
key working areas. Technology is ever- changing and employees of the
Company are made aware of the latest working techniques and
technologies through workshops, group e-mails, and discussion sessions
for optimum utilization of available resources and to improve
operational efficiency.
Your Company is not engaged in manufacturing activities, therefore,
certain disclosures on technology absorption and conservation of energy
etc. are not applicable.
There is no expenditure on Research and Development.
c) Foreign exchange earnings and outgo
The foreign exchange earnings and outgo are given below:
Particulars Amount
(Rs. in crores)
Total Foreign Exchange Earned 12.0
Total Foreign Exchange used 57.8
ACKNOWLEDGMENT
Your Directors wish to place on record their appreciation for the
continuous support extended by all the employees, shareholders,
customers, Joint venture partners, investors, government authorities
and bankers for their continued support and faith reposed in the
Company.
For and on behalf of the Board of directors
Adil Zainulbhai Rohit Bansal
Chairman of the Board Director
Place: Mumbai
Date: July 22, 2015
Mar 31, 2014
Dear Members,
TV18 Broadcast Limited
The Directors are pleased to present the 9th Annual Report together
with the Company''s Audited Accounts for the financial year ended March
31, 2014.
ACQUISTION OF CONTROLLING STAKE BY INDEPENDENT MEDIA TRUST AND CHANGE
IN PROMOTERS
Independent Media Trust (IMT), of which Reliance Industries Limited is
the sole benefciary, has acquired a controlling stake of the promoter
group entities namely RB Mediasoft Private Limited, RRB Mediasoft
Private Limited, Adventure Marketing Private Limited, Watermark
Infratech Private Limited, Colorful Media Private Limited, RB Media
Holdings Private Limited and RB Holdings Private Limited (Holding
Companies) from Mr. Raghav Bahl and Ms. Ritu Kapur on July 7, 2014.
Pursuant to such acquisition, IMT has acquired control over Network18
Media & Investments Limited ("NW18"), the holding company.
Consequently, Mr. Raghav Bahl, Ms. Ritu Kapur and the other existing
promoters / promoter group of the Company (other than NW18 and Holding
Companies) have ceased to be promoters / promoter group of the Company
from July 7, 2014. Further, IMT, Reliance Industries Limited, the
Holding Companies and NW18 are the promoters of the Company from July
7, 2014.
In terms of the Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011, IMT has made an
open offer to acquire up to 44,65,10,110 Equity Shares of face value of
Rs. 2/- each of the Company at an offer price of Rs. 30.18 per Offer
Share aggregating Rs. 1,347.57 crore payable in cash.
FINANCIAL RESULTS
The financial performance of your Company for the year ended March 31,
2014, is summarized below:
(Rs. in crore)
Particulars Standalone
2013-14 2012-13
Total Revenues 531.45 570.47
Profit / (loss) before interest and 130.34 135.39
depreciation
Less: Interest 22.47 101.02
Depreciation 20.91 22.91
Profit / (loss) before tax 59.54 11.46
Less: Provision for taxes / 0.33 1.23
deferred tax
Net Profit / (Loss) after tax 59.21 10.22
Earning Per Share (Basic) 0.35 0.11
(In Rs.)
Your Company reported a net profit of Rs. 59.21 crore on total revenue
of Rs. 531.45 crore in the financial year ended March 31, 2014 as
against Rs. 10.22 crore on total revenue of Rs. 570.47 crore during
the previous year.
Subsequent to the date of Balance Sheet, during the quarter ended June
30, 2014, based on a review of the current and non- current assets, the
Company has accounted for (a) provision for obsolescence/impairment in
the value of certain tangible and intangible assets to the extent of
Rs. 52.00 crore and (b) write-off and provisions of non-recoverable and
doubtful loans/advances/receivables to the extent of Rs. 62.17 crore.
Similar adjustments have been made in the quarterly financial statements
of the subsidiaries and joint ventures whereby the Company, in the
consolidated financial statements, has accounted for (a) provision for
obsolescence/impairment in the value of certain tangible and intangible
assets to the extent of Rs. 123.42 crore and (b) write-off and
provisions of non-recoverable and doubtful loans/advances/receivables
to the extent of Rs.86.55 crore. These adjustments have been made in
the financial results for the quarter ended June 30, 2014 and have been
disclosed as ''Exceptional Items'' and have no impact on the future
operating profit and cash flows of the business of the Company.
DIVIDEND
In order to conserve the resources, the Board of Directors has not
recommended any dividend for the financial year ended March 31, 2014.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
Management''s Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report. Details of major subsidiaries of the Company and
their business operations during the year under review are also covered
in the Management''s Discussion and Analysis Report.
DEPOSITS
During the financial year 2013-14, your Company has not invited any
fresh deposits.
Your Company has been regular in payment of interest and repayment of
the Fixed Deposits. As at March 31, 2014, the total amount of deposits
outstanding was Rs. 48.33 crore Further, 366 deposits amounting to Rs.
2.54 crore had matured for payment as on March 31, 2014 but remained
unclaimed. Your Company has sent reminders to these deposit holders.
CREDIT RATING
ICRA Limited, the Credit Rating Agency, a subsidiary of Moody''s, has
assigned following credit ratings to the credit facilities of your
Company:
Fixed Deposit Programme : [ICRA] MA (Positive)
Long Term Facilities : [ICRA] A (Positive)
Short Term Facilities : [ICRA] A1
Commercial Paper Programme : [ICRA] A1
Commercial Paper Programme : [ICRA] A1 (SO) (Backed by BG/SBLC)
ACQUISITION OF ETV CHANNELS
During the year, subsequent to receipt of all regulatory approvals,
your Company has successfully completed the acquisition of -
(i) 100% interest in regional news channels in Hindi namely ETV Uttar
Pradesh, ETV Madhya Pradesh, ETV Rajasthan, ETV Bihar and ETV Urdu (ETV
News Channels);
(ii) 50% interest in ETV Marathi, ETV Kannada, ETV Bangla, ETV Gujarati
and ETV Oriya (ETV non Telugu GEC Channels); and
(iii) 24.50% interest in ETV Telugu and ETV Telugu news (ETV Telugu
Channels).
Your Company will have Board and Management Control of ETV News
Channels and ETV non Telugu GEC Channels.
The aforesaid interest has been transferred to the Company with effect
from January 22, 2014. Post acquisition, 3 (three) more channels in
regional news segment, ETV Bangla, ETV Kannada and ETV Haryana, were
successfully launched.
NEWS18 INDIA
During the year, your Company enhanced its product portfolios in
international markets with the launch of ''News18 India'', a 24-hr
television news channel designed to give global audiences a window into
the world''s largest democracy. News18 India is being distributed in the
UK and other international market by IndiaCast.
EMPLOYEES'' STOCK OPTION SCHEME
During the year, in view of the adverse market scenario, the
Remuneration / Compensation Committee has extended the exercise period
and revised the exercise price of certain options, details of which are
given in Annexure  I to this Report.
The applicable disclosures stipulated under the Securities and Exchange
Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999 (''SEBI Guidelines'') are given in
Annexure  I to this Report.
The Company has implemented the Employees'' Stock Option Scheme in
accordance with the SEBI Guidelines and the resolutions passed by the
shareholders. The Certifcate(s) of the Statutory Auditors confirming the
same shall be placed before the Annual General Meeting for inspection
by the members.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI.
The detailed Corporate Governance Report of the Company in pursuance of
Clause 49 of the Listing Agreement forms part of the Annual Report of
the Company. The requisite Certifcate from a Practicing Company
Secretary confirming compliance with the conditions of Corporate
Governance as stipulated under the aforesaid Clause 49, is also
attached to this Report.
DIRECTORS AND MANAGEMENT
Mr. Raghav Bahl, Non-Executive Director, is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible, has
offered himself for re-appointment. Your Board has recommended his
re-appointment.
Mr. Manoj Mohanka and Mr. Hari S. Bhartia, Independent Directors of the
Company, liable to retire by rotation, are holding the positions as
such for more than 5 (five) years. As per Section 149 of the Companies
Act 2013 ("Act") independent director is not liable to retire by
rotation. Further Clause 49 of the Listing Agreement, inter alia,
prescribes the conditions for the appointment of independent directors
by a listed company. Accordingly Mr. Manoj Mohanka and Mr. Hari S.
Bhartia are proposed to be re-appointed as Independent Directors not
liable to retire by rotation to hold office as such for 1 (one) year
upto the conclusion of 10th Annual General Meeting of the Company in
calendar year 2015.
Mr. Manoj Mohanka and Mr. Hari S. Bhartia have confirmed to the Company
that they meet the criteria of independence as specified under Section
149(6) of Act and they are not disqualified from being appointed as
Directors in terms of Section 164 of the Act. The Company has received
notices in writing from member of the Company proposing the re-
appointment of Mr. Manoj Mohanka and Mr. Hari S. Bhartia as Independent
Directors.
Mr. Sanjay Ray Chaudhuri resigned from the Board of Directors of the
Company w.e.f. July 7, 2014. The Directors of the Company place on
record their appreciation for the valuable contribution made by Mr.
Sanjay Ray Chaudhuri during his tenure as Director of the Company.
Mr. Saikumar Ganapathy Balasubramanian resigned from the office of
Manager of the Company w.e.f. May 28, 2014 and Mr. RDS Bawa resigned
from the office of CFO of the Company w.e.f. May 29, 2014.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard (AS) 21 on Consolidated
Financial Statement read with AS-23 on Accounting for Investments in
Associates and AS-27 on Financial Reporting of Interest in Joint
Ventures, the audited Consolidated Financial Statement for the year
ended March 31, 2014 is provided in the Annual Report.
SUBSIDIARY COMPANIES
In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
profit & Loss and other documents of the Subsidiary Companies are not
being attached with the Balance Sheet of the Company. However, the
financial information of the subsidiary companies is disclosed in the
Annual Report in compliance with the said circular. The Company will
provide a copy of separate annual accounts in respect of each of its
subsidiary to any shareholder of the Company who asks for it and the
said annual accounts will also be kept open for inspection at the
Registered office of the Company and that of the respective subsidiary
companies.
TRANSFER OF AMOUNT TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 205C of the Companies Act, 1956,
the application money received for the allotment of shares of the
Company in its IPO which remained unpaid or unclaimed for a period of 7
years have been transferred by the Company on due date to the Investor
Education and Protection Fund.
Pursuant to the provisions of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amounts lying with the Company as on July 29, 2013
(date of last Annual General Meeting) on the Company''s website, as also
on the Ministry of Corporate Affairs'' website.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
i) in the preparation of the annual accounts for the financial year
ended March 31, 2014, the applicable Accounting Standards read with the
requirements set out under Schedule VI to the Companies Act, 1956, have
been followed and there are no material departures from the same;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at March 31, 2014 and of the profit of the Company for
the year ended on that date;
iii) the Directors have taken proper and suffcient care for maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
iv) the Directors have prepared the accounts for the financial year
ended March 31, 2014 on a ''going concern'' basis.
AUDITORS AND AUDITORS'' REPORT
M/s. Deloitte Haskins & Sells, Chartered Accountants, existing auditors
of the Company, hold office till the conclusion of the ensuing Annual
General Meeting (AGM). However, M/s. Deloitte Haskins & Sells, have
expressed their unwillingness to be re-appointed at the ensuing AGM.
M/s. Deloitte Haskins & Sells, LLP (DHS LLP) (Registration No.
117366W/W- 100018), an audit firm within the same network of the
existing auditors of the Company, has conveyed their willingness to be
appointed as Auditors of the Company.
M/s. Deloitte Haskins & Sells were appointed as the frst auditors of
the Company in the financial year 2005-06 and would complete nine years
at the ensuing AGM. Accordingly, in terms of the provisions of Section
139(2) of the Companies Act, 2013 read with Rule 6 of the Companies
(Audit & Auditors) Rules, 2014, the Board of Directors recommend the
appointment of DHS LLP as auditors of the Company to hold office for a
term of 3 years from the conclusion of the ensuing AGM till the
conclusion of the 12th AGM.
The Company has received letter from DHS LLP to the effect that their
appointment, if made, would be within the prescribed limits under
Section 141(3)(g) of the Companies Act, 2013 and that they are not
disqualified for appointment.
The Notes on Financial Statements referred to in the Auditors'' Report
are self-explanatory and do not call for any further comments.
COST AUDITORS
Your Company had appointed M/s. Pramod Chauhan & Associates, as the
Cost Auditor of the Company for the financial year 2013-14 for
conducting the audit of the Cost Records of the Company.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975, as
amended, the names and other particulars of the employees are set out
in the Annexure to the Directors'' Report. Having regard to the
provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
Annual Report excluding the aforesaid information is being sent to all
the members of the Company and others entitled to receive the annual
report of the Company. Any member interested in obtaining such
particulars may write to the Company at its Registered office.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the
Companies (Disclosures of Particulars in the Report of the Board of
Directors) Rules, 1988 the following information is provided:
A. Conservation of Energy
Your Company is not an energy intensive unit; however possibilities are
continuously explored to conserve energy and to reduce energy
consumption at production and editing facilities, studios, workstations
of the Company.
B. Technology absorption
Your Company is conscious of implementation of latest technologies in
key working areas. Technology is ever- changing and employees of your
Company are made aware of the latest working techniques and
technologies through workshops, group e-mails, and discussion sessions
for optimum utilization of available resources and to improve
operational effciency.
Acknowledgment
Your Directors wish to place on record their appreciation for the
continuous support extended by all the employees, shareholders,
customers, Joint venture partners, investors, government authorities
and bankers for their continued support and faith reposed in the
Company.
For and on behalf of the Board of Directors
Manoj Mohanka Raghav Bahl
Director Director
Place: Mumbai
Date : August 12, 2014
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the 8th Annual Report and
audited accounts of M/s TV18 Broadcast Limited (herein after referred
as the ''Company'' or ''TV18'') for the financial year ended March 31,
2013.
FINANCIAL RESULTS
The key financial figures on standalone performance of your Company for
the financial year ended March 31, 2013 are summerised as under:
(Rs. in Lakhs)
Particulars Financial Financial
Year ended Year ended
March 31, March 31,
2013 2012
Total Revenues 57,047 68,735
Profit /(loss) before 13,539 12,197
interest and depreciation
Interest 10,102 8,540
Depreciation 2,291 2,446
Profit /(loss) before tax 1,146 1,211
Provision for taxes / 123 287
deferred tax
Net Profit /(Loss) after tax 1,023 924
BUSINESS OPERATIONS
During the year under review your Company reported a strong operating
performance despite a slow in advertising environment. The revenue of
your Company during the current year was Rs. 57,047 lakhs as against
Rs. 68,735 lakhs in the previous year. During Financial Year 2012-13
the Company started reporting distribution revenues on a net basis
(subscription revenue - carriage costs) which resulted in lower
reported operating revenue and lower reported expenses leaving profit
the same. Business News Operations showed a strong performance and
reported an operating profit of Rs. 10,080 lakhs in Financial Year
2012- 13 as compared to Rs. 5,470 lakhs during the previous year.
Similarly, General News Operations broke into positive territory and
reported an operating profit of Rs. 320 lakhs in Financial Year 2012-13
against a loss of Rs. 430 lakhs during the previous year. The Company
has earned a net profit of Rs. 1,023 lakhs during the current year as
against a profit of Rs. 924 lakhs during the previous year.
Audited Consolidated Financial Statements for the year ended March 31,
2013 also forms part of the Annual Report of the Company.
TRANSFER TO RESERVES
Your Company has not made any transfer to the Reserves during the
financial year 2012-13.
DIVIDEND
In order to conserve the resources, your Directors do not recommend any
Dividend for the financial year ended March 31, 2013.
DEPOSITS
During the year under review your Company did not invited fresh
deposits but the Company has accepted deposits in the past and as on
March 31, 2013, the Company had an aggregate sum of Rs. 147.93 crores
under its Fixed Deposit scheme. There was no failure in repayment of
interest due on Fixed Deposits by the Company. Reminders were sent to
532 Deposit holders who have not claimed repayment of their matured
fixed deposits which became due till March 31, 2013 amounting to Rs.
9.86 crores.
The Credit Rating Agency, ICRA has affirmed the credit rating for the
Fixed Deposit Scheme of your Company as "MA-" (Pronounced as MA
Minus). The above rating which was earlier placed under "Rating Watch
with Developing Implications" has now been taken off and "Stable"
outlook has been assigned to the rating.
Your Company conveys it''s thanks to the deposit holders for the great
confidence shown in the Company.
RIGHTS ISSUE
During the year under review your Company raised Rs. 2699.16 Crores by
successfully completing the Rights Issue of its 134,95,77,882 equity
shares issued at Rs. 20/- per share to its existing equity shareholders
offered in the ratio of 41 equity shares for every 11 equity shares
held on Record Date i.e. September 17, 2012.
The Rights Issue was opened on September 25, 2012 and closed on October
15, 2012. Shares were allotted on October 23, 2012.
ACQUISITION OF ETV CHANNELS
During the last fiscal the Board of Directors of your Company had
announced the plan of the Company to enter into the fast growing space
of regional television through the acquisition of ETV Channels. During
the year under review, your Company had remitted Rs. 1950 Crores to
Arimas Trading Private Limited for the purpose of acquisition of equity
securities of Equator Trading Private Limited. Equity securities are
yet to be transferred in the name of the Company due to pending
completion of legal formalities which are under process.
CHANGES IN CAPITAL STRUCTURE
During the year under review following changes were effected in the
Share Capital of your Company.
- INCREASE IN THE AUTHORISED SHARE CAPITAL
Authorised Capital of your Company increased from Rs. 292,00,00,000
(Rupees Two Hundred and Ninety Two crores only) comprising of
146,00,00,000 equity shares of face value of Rs. 2/- each to Rs.
1000,00,00,000 (Rupees One Thousand crores Only) comprising of
500,00,00,000 equity shares of Rs. 2/- each.
- INCREASE IN THE PAID-UP SHARE CAPITAL
During the year ended March 31, 2013, the paid-up equity share capital
of your Company increased from Rs. 72,41,63,742 comprising of
36,20,81,871 fully paid up equity shares of Rs. 2/- each to Rs.
342,33,19,506 comprising of 171,16,59,753 fully paid up equity shares
of Rs. 2/- each. The increase in the paid up share capital of the
Company was consequent to Rights Issue of 134,95,77,882 equity shares.
EMPLOYEES STOCK OPTION SCHEME
''The GBN Employee Stock Option Plan 2007'' ("ESOP 2007"), implemented
in accordance with the provisions of Companies Act, 1956 and the
Securities and Exchange Board of India (Employee Stock Option Scheme
and Employees Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines)
as amended from time to time, is one of the Company''s instrument to
reward employees of the Company / Holding / Subsidiary companies for
their dedication, support and hard work.
Remuneration/Compensation Committee ("the Committee") of the Board of
Directors of the Company manages the ESOP 2007. During the financial
year ended on March 31, 2013 the Committee granted 75,00,000 options
under ESOP 2007 to the employees of the Company/ Holding company.
Further due to global turmoil and downfall in Indian Stock Market, the
price of the share(s) of the Company has rendered the options, which
have been granted and vested, unattractive and unviable to exercise.
The exercise period for 6,51,733 options was expiring during the year.
Therefore in order to uphold the basic objective of ESOP Scheme i.e.
rewarding the deserving employees and in their beneficial interest, the
exercise period for these options was extended for a further period of
one year from the expiry of their respective current exercise period.
Pursuant to sub-clause (f) of Clause 5.3 of SEBI Guidelines and in
accordance with clause 5 read with clause 19 of ESOP 2007, the
Committee has adjusted, in proportion to the Rights Issue ratio (i.e.
41:11), the number of ungranted options and options that have been
granted but not yet exercised and thereby increased 3,89,84,727 new
options to the total pool of the options under ESOP 2007. After such
increase the total number of options under ESOP 2007 has increased from
existing 1,25,00,000 options to 5,14,84,727 options.
The details, as required to be disclosed under Clause 12 & 19 of SEBI
Guidelines, are provided in Annexure - A to this Report.
A Certificate from the Statutory Auditor of the Company confirming the
implementation of the ''ESOP 2007'' in accordance with the SEBI
Guidelines and the resolutions passed by the members of the Company
will be made available for inspection by the members at the ensuing
Annual General Meeting of the Company.
DETAILS OF UNCLAIMED SHARES AS PER CLAUSE 5A OF THE LISTING AGREEMENT
As per clause 5A of the Listing Agreement, status of outstanding shares
(pertains to IPO of the Company, which could not be credited into the
allottees demat accounts due to incorrect particulars of demat account
holders) lying in the ''TV18 Broadcast Limited - Unclaimed Securities
Suspense Account" ("Unclaimed Suspense account") as on March 31,
2013, is as under:
Particulars Number of Number of
shareholders Equity shares
Aggregate number of 2 250
shareholders and the
outstanding shares
lying in the Unclaimed
Suspense Account at
the beginning of the
year i.e. April 1, 2012.
Number of shareholders - -
who approached to
the Company / RTA for
transfer of shares from
Unclaimed Suspense
Account during the
year ended March 31, 2013.
Number of shareholders - -
to whom shares were
transferred from
Unclaimed Suspense
Account during the
year ended March 31,2013.
Aggregate Number of 2 250
shareholders and the
outstanding shares lying
in the Unclaimed Suspense
Account at the end of the
year i.e. as on March 31, 2013.
The voting rights on these shares are frozen till the rightful owner of
these shares claims the shares.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
In terms of requirement of Clause 49 of the Listing Agreement with the
Stock Exchange(s), Management''s Discussion and Analysis Report,
disclosing the operations of the Company in detail, is provided
separately as a part of Director''s Report.
DIRECTORS
Mr. Raghav Bahl and Mr. Sanjay Ray Chaudhuri, Directors of the Company,
are liable to retire by rotation at the ensuing Annual General Meeting
and being eligible, have offered themselves for their re-appointment.
Brief profiles of directors being re-appointed, nature of their
expertise in specific functional areas and relevant details of their
directorships in other public companies and Board committee positions
are provided in the Corporate Governance Report of the Company forming
a part of the Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956 as amended, your Directors confirm that:
i) in the preparation of the annual accounts for the financial year
ended March 31, 2013, the applicable Accounting Standards have been
followed;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of profit or loss
of the Company for the year under review;
iii) the Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) the Directors have prepared the accounts for the financial year
ended March 31, 2013 on a ''going concern'' basis.
SUBSIDIARY COMPANIES
During the year under review TV18 has acquired 2,28,000 equity shares
of face value of Rs. 10/- each of IndiaCast Media Distribution Private
Limited and consequently IndiaCast Media Distribution Private Limited
has become a Wholly Owned Subsidiary of the Company.
As at March 31, 2013 we have 7 subsidiaries (including step down
subsidiaries), namely: ibn18 (Mauritius) Limited, RVT Media Private
Limited, AeTn18 Media Private Limited, IndiaCast Media Distribution
Private Limited, IC Media Distribution Services Private Limited,
IndiaCast UK Limited and IndiaCast US Limited.
In terms of provisions of Section 212 of the Companies Act, 1956 a
statement of your Company''s interest in its subsidiary companies as on
March 31, 2013 is attached as Annexure - B
Pursuant to Section 212 of the Companies Act, 1956, your Company is
required to attach the Balance Sheet, Statement of Profit & Loss and
the Reports of the Directors'' and Auditors'' of its subsidiaries
alongwith its Balance Sheet. However in terms of general exemption
provided by Ministry of Corporate Affairs under Section 212(8) of the
Companies Act, 1956 vide its circular no. 51/12/2007-CL-III dated
February 8, 2011 the Company is not attaching the aforesaid documents
of its subsidiaries. The annual accounts of the subsidiary companies
will be made available to the shareholders of the Company and to the
shareholders of the subsidiary companies seeking such information at
any point of time and they shall also be kept for inspection by any
shareholders at the registered office of the Company.
JOINT VENTURES
- Viacom18 Media Private Limited - (Through 50:50 JV of the Company
with Viacom Inc.) Owns and operates ''Colors'', leading Hindi General
Entertainment Channel (GEC), ''MTV'', the leading Youth Entertainment
destination, ''Nick & Nick Jr.'', leading Kids channels, ''VhT, leading
Premier English channel, ''Sonic'', multi- platform for animation & live
action shows, ''Comedy Central, English comedy channel and ''Viacom18
Motion Pictures'', a film division which focuses on film production,
marketing and distribution.
- IBN Lokmat News Private Limited - (Through 50:50 JV of the Company
with Lokmat group) Operates ''IBN Lokmat'', the Marathi language news
channel.
- IndiaCast Media Distribution Private Limited - TV18 and Viacom18
has announced a Strategic Joint Venture called "IndiaCast" for the
purpose of Domestic and International Channel distribution, Placement
Services and Content Syndication for TV18, Viacom18, A E Networks I
TV18 and Eenadu Group across all platforms including Cable, DTH, IPTV,
HITS, and MMDS. In addition to 26 channels of above mentioned group,
IndiaCast will also distribute Sun Network Channels & Disney Channels
in Hindi Speaking Markets (HSMs).
As at March 31, 2013 TV18 is holding 100% shares of IndiaCast and
Viacom 18 is in the process of acquiring 50% stake in IndiaCast to make
it a 50:50 JV with the Company.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Accounting Standard (AS)-21 on Consolidated Financial
Statements read with Accounting Standard (AS) - 27 on accounting on
Joint Ventures, prescribed by the Companies (Accounting Standards)
Rules 2006, the Audited Consolidated Financial Statements are provided
in this Annual Report.
STATUTORY AUDITORS
The term of the Statutory Auditors, M/s. Deloitte Haskins & Sells,
Chartered Accountants, expires at the conclusion of the ensuing Annual
General Meeting and are eligible for re-appointment.
The Company has received a certificate from M/s. Deloitte Haskins &
Sells, Chartered Accountants, to the effect that their appointment, if
made, would be within the prescribed limits under Section 224 (1B) of
the Companies Act, 1956 and they are not disqualified for such
re-appointment within the meaning of section 226 of such Act.
Your Board has duly examined the Report issued by the Statutory
Auditor''s of the Company on the Accounts for the financial year ended
March 31, 2013. The Notes forming part of Annual Audited Accounts for
the financial year ended March 31, 2013 are self explanatory and hence
do not call for any further clarifications.
COST AUDITORS
Pursuant to the Cost Audit Order as notified by the Ministry of
Corporate Affairs (Cost Audit Branch) vide circular dated May 2, 2011
read with Cost Accounting Records (Telecommunication Industry) Rules
2011 as notified by the Ministry of Corporate Affairs (MCA) vide GSR
869(E) dated December 7, 2011, the Company has appointed, M/s Pramod
Chauhan & Associates, as the Cost Auditor of the Company for the
financial year 2013-14 for conducting the audit of the Cost Records of
the Company. The Cost Audit Report would be submitted to the Central
Government within the time as prescribed in the relevant statute / MCA
circular.
The Company was required to submit the Compliance Report pertaining to
cost records for the Financial Year 2011-12 by February 28, 2013 with
the Central Government which the Company has submitted on January 11,
2013. Further for financial year 2012-13, the Company has to submit
the Cost Audit Report by September 30, 2013, which shall be submitted
in due course.
CORPORATE GOVERNANCE
Your Company has been practicing principles of good Corporate
Governance over the years. The endeavor of the Company is not only to
comply with the regulatory requirements but also practice good
Corporate Governance that lays strong emphasis on integrity,
transparency and overall accountability. A separate section on
Corporate Governance along with a certificate from the Practicing
Company Secretary confirming the compliance as stipulated in Clause 49
of the Listing Agreement is annexed and forms part of this Annual
Report.
PARTICULARS OF EMPLOYEES
The names and other particulars of employees are required to be set out
as an annexure to the Directors Report as required under Section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 as amended by Companies
(Particulars of Employees) Rules, 2011. In terms of the provisions of
section 219(1) (b)(iv) of the Companies Act, 1956, the Annual Report
excluding the aforesaid annexure is being sent out to the members and
others entitled to receive the Annual report of the Company. However
any member who is interested in obtaining such information may send a
written request for the same to the Company Secretary of the Company at
the Corporate Office address of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORP- TION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the
Companies (Disclosures of particulars in the report of the Board of
Directors) Rules, 1988, the following information is provided:
A. Conservation of Energy
Your Company is not an energy intensive unit; however possibilities are
continuously explored to conserve energy and to reduce energy
consumption at production & editing facilities, studios and
workstations of the Company.
B. Technology absorption
Your Company is conscious of implementation of latest technologies in
key working areas. Technology is ever- changing and employees of your
Company are made aware of the latest working techniques and
technologies through workshops, group e-mails, and discussion sessions
for optimum utilization of available resources and to improve
operational efficiency.
C. Foreign Exchange Earnings and Outgo
Disclosure of foreign exchange earnings and outgo as required under
Rule 2(C) is given in Note no. 31 of "Notes forming part of the
financial statements" forming part of the Audited Annual Accounts of
the Company for the financial year 2012-13.
The total foreign exchange earning was of Rs. 1,325.92 lakhs in the
financial year 2012-13 as against Rs. 1,088.86 lakhs during the
previous financial year. The total foreign exchange expenditure during
the year under review was Rs. 4,924.52 lakhs as against Rs. 3,943.74
lakhs during the previous financial year ended March 31, 2012.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation of
the contribution made by employees at all levels for achieving the
outstanding performance and goals of the Company. Your Directors also
convey their appreciation to Joint Venture partners, media agencies,
viewers, business associates, bankers for their faith and confidence
reposed in the Company and also would like to appreciate various
regulatory and Government authorities for their assistance and
co-operation and look forward to their continued support in future.
For and on behalf of the Board of Directors
Place : Noida Manoj Mohanka
Date: 13 May, 2013 Chairman
Mar 31, 2012
The Directors are pleased to present the 7th Annual Report together
with the audited accounts of M/s TV18 Broadcast Limited (herein after
referred as the 'Company' or 'TV18') for the financial year ended March
31, 2012.
FINANCIAL PERFORMANCE
The key financial figures on standalone basis of your Company for the
year ended March 31, 2012 are as follows:
(Rs. in lakhs)
Particulars Financial Financial
Year ended Year ended
March 31, March 31,
2012 2011
Total Revenues 68,735 26,216
Profit / (loss) before
interest and depreciation 12,197 251
Interest 8,540 4,008
Depreciation 2,446 1,169
Profit / (loss) before tax 1,211 (4,926)
Provision for taxes /
deferred tax 287 -
Net Profit / (Loss) after tax 924 (4,926)
OPERATIONS
General news operations of your Company performed particularly well in
a highly competitive market and revenue grew by ~20%. Business news
operations, which demerged to your Company during the year pursuant to
the Scheme of Arrangement, continue to perform well. During the
financial year 2011-12 the revenues of your Company was Rs. 68,735
lakhs as against Rs. 26,216 lakhs in the previous year. Your Company
has earned profit of Rs. 924 lakhs during the period under review as
against loss of Rs 4,926 lakhs during the previous year ended March 31,
2011. However, previous year figures are not strictly comparable with
the current year figures, as current year figures also includes income
from operations of news business undertaking of erstwhile Television
Eighteen India Limited comprising of channels, 'CNBC TV18' and 'CNBC
Awaaz' which got merged into the Company, pursuant to Scheme of
Arrangement w.e.f. June 10, 2011.
Audited Consolidated Financial Statements for the year ended March 31,
2012 also forms part of this Annual Report.
NEW LAUNCHES
Financial Year 2011-12 has been another year full of actions and events
for your Company. Five channels were successfully launched during the
year -
- premier business news channel 'CNBC TV18 Prime HD';
- 'HISTORY TV18' (through 51 - 49 JV - AETN18 Media Private Limited),
an Infotainment channel, launched in October 2011, in 6 languages was
well taken by the viewers. Currently it is available in 8 languages.
Following channels were launched from the stable of Viacom18 Media Pvt.
Ltd.:
- 'COMEDY CENTRAL' - a comedy channel;
- 'SONIC' - a channel for action loving generations; both the above
channels were launched in December 2011.
- Further popular general entertainment channel 'COLORS' was launched
in HD format.
DIVIDEND
In order to conserve the resources, your Directors do not recommend any
Dividend for the financial year ended March 31, 2012.
TRANSFER TO RESERVES
Your Company has not made any transfer to the Reserves during the
financial year 2011-12.
DEPOSITS
Your Company continues to enjoy the confidence reposed by its investors
for its Fixed deposit Scheme and has accepted deposits from the public
and the shareholders of the Company under Section 58A of the Companies
Act, 1956 within the limits as prescribed under Companies (Acceptance
of Deposits) Rules, 1975.
As at March 31, 2012, your Company has received an aggregate sum of Rs.
274.06 crores under its fixed deposits scheme. There was no failure in
repayment of interest due on Fixed Deposits by the Company. Your
Company has sent reminders to 322 Deposit holders, who have not claimed
repayment of their matured fixed deposits, which became due till March
31, 2012 amounting to Rs. 2.02 crores.
The Credit rating Agency, ICRA has affirmed the credit rating for the
Fixed Deposit Scheme of your Company as "MA-" (pronounced as MA minus)
watch with developing implications.
Your Company conveys its thanks to the deposit holders for the great
response shown by them for the Fixed Deposit Scheme of the Company.
SCHEME OF ARRANGEMENT
The Hon'ble High Court of Delhi vide its order dated April 26, 2011 had
approved the Scheme of Arrangement (the "Scheme") between M/s
Television Eighteen India Limited (Television Eighteen), TV18 Broadcast
Limited (formerly ibn 18 Broadcast Limited), Network18 Media &
Investments Limited and other Network18 Group Companies. A copy of the
Court order was filed with the Office of Registrar of Companies, NCT of
Delhi & Haryana on June 10, 2011 and accordingly the Scheme has come
into effect from June 10, 2011 (the "Effective Date") with the
appointed date being April 1, 2010.
Pursuant to the Scheme, the business news undertaking comprising of
English business news channel 'CNBC TV18' and Hindi business news
channel 'CNBC -Awaaz' including teleports were demerged from erstwhile
Television Eighteen and merged with your Company. Further IBN18 Media &
Software Limited, a 100 % WOS of your Company and iNews.com Limited, a
100% WOS of Television Eighteen were merged with your Company.
Consequent to the Scheme, the Company had allotted 12,39,43,303 fully
paid up equity shares of face value of Rs. 2/- each on June 23, 2011 to
the shareholders of Television Eighteen in the ratio of 17:25 i.e. 17
fully paid- up equity shares of face value of Rs. 2/- each of the
Company for every 25 fully paid-up equity shares of face value of Rs.
5/- each held in Television Eighteen as on the record date i.e. June
22, 2011.
CHANGE OF NAME OF THE COMPANY PURSUANT TO SCHEME OF ARRANGEMENT
As an integral part of the Scheme the name of the Company was changed
from 'ibn18 Broadcast Limited' to 'TV18 Broadcast Limited' w.e.f. June
17, 2011. A fresh Certificate of Incorporation confirming the change of
name of the Company was issued by the Registrar of Companies, NCT of
Delhi & Haryana on June 17, 2011. ACQUISITION OF ETV CHANNELS The
Board of Directors of your Company at its meeting held on January 3,
2012 approved the entry of the Company into the fast growing space of
regional television, through acquisition of 100 % of the securities of
Equator Trading Private Limited which holds 99.96 % equity interest in
Panorama News Private Limited (which runs four regional Hindi news
channel and one Urdu channel), 49.98% equity interest in Prism TV
Private Limited (which owns five general entertainment channels in
Kannada, Bangla, Marathi, Gujarati and Oriya ) and 24.5% equity
interest in Eenadu Television Pvt. Ltd. (which owns one entertainment
channel in Telugu and one news channel in Telugu) (all aforesaid
collectively referred to as "ETV Channels"). Your Company will have
Board and Management control of ETV News and non- Telugu general
entertainment channels. TV18 has an option to acquire, either by itself
or through any of its affiliates, the balance 50.02 % interest in ETV
non -Telugu GEC channels and additional 24.5 % interest in ETV Telugu
channels. After the acquisition of ETV channels, your Company would be
able to offer a unique mix of national and regional channels, catering
to diverse genres like Hindi and regional entertainment, general as
well as business news in English, Hindi and regional languages; music,
kids, devotional and infotainment channels.
RIGHTS ISSUE(S)
* Rights Issue (2012)
During the period under review the Board of Directors of the Company at
its meeting held on January 3, 2012 approved the issue of equity shares
on Rights Basis upto Rs. 2,700 crores and has filed the Draft Letter of
Offer dated March 1, 2012 with the Securities and Exchange Board of
India and approval is awaited. Proceeds of this Rights Issue will be
utilized for (i) acquisition of ETV channels; (ii) repayment of
existing debts; and (iii) general corporate purposes.
* Rights Issue (2010)
During the financial year 2010-11, the Company had issued equity shares
on rights basis to generate funds amounting to Rs. 50953.23 lacs.
However on account of forfeiture of 49,036 partly paid up equity shares
on January 19, 2012 for non payment of full and final call money, the
Company had actually received Rs. 509,22.59 lacs. After the aforesaid
forfeiture, no amount was pending as calls in arrears as on March 31,
2012.
CHANGES IN CAPITAL STRUCTURE
* INCREASE IN THE AUTHORISED SHARE CAPITAL
Pursuant to the Scheme of Arrangement between M/s Television Eighteen
India Limited, TV18 Broadcast Limited (formerly IBN18 Broadcast
Limited), Network18 Media & Investments Limited and other Network18
Group Companies, the authorised share capitals of iNews.com Limited &
IBN18 Media & Software Limited got merged into the Company and
consequently the Authorised Share Capital of the Company increased from
Rs. 55,00,00,000/- (Rupees Fifty Five crores only) to Rs.
76,00,00,000/- (Rupees Seventy Six crores Only) w.e.f June 10, 2011,
the 'Effective Date'. During the period under review the consent of the
shareholders of the Company was sought to increase the Authorized Share
Capital from Rs. 76,00,00,000/- (Rupees Seventy Six crores only) to Rs.
292,00,00,000/- (Rupees Two Hundred Ninety Two crores only) vide Postal
Ballot Notice dated January 16, 2012 and later on further to increase
the same to Rs. 10,00,00,00,000/- (Rupees One Thousand crores Only)
vide postal ballot notice dated May 24, 2012. The shareholders of the
Company had approved the aforesaid increases in the Authorised Share
Capital of the Company with requisite majority.
* INCREASE IN THE PAID-UP SHARE CAPITAL
During the year ended March 31, 2012, the paid-up equity share capital
of your Company increased from Rs. 47,56,29,097.50 comprising of
23,77,96,965 fully paid up equity shares of Rs. 2/- each and 70,335
partly paid-up equity shares (Rs. 0.50 paid up per share) to Rs.
72,41,63,742/- comprising of 36,20,81,871 fully paid up equity shares
of Rs. 2/- each. The increase in the paid up share capital of the
Company was consequent to conversion of 21,299 partly paid- up shares
into fully paid-up, allotment of 3,20,304 equity shares under EsOP
Scheme and 12,39,43,303 equity shares pursuant to Scheme of
Arrangement. Further 49,036 partly paid-up equity shares (Rs. 0.50
paid up per share) were forfeited for non-payment of full and final
call money and therefore the paid- up equity share capital of the
Company has been reduced from Rs. 72,41,88,260/- to Rs.
72,41,63,742/-.
The Company has received the listing and trading approval for the
aforesaid equity shares from BSE Limited and National Stock Exchange of
India Limited.
EMPLOYEES STOCK OPTION SCHEME
'The GBN Employee Stock Option Plan 2007' ("ESOP 2007") implemented in
accordance with the provisions of Companies Act, 1956 and the
Securities and Exchange Board of India (Employee Stock Option Scheme
and Employees Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines)
as amended from time to time, is one of the Company's instrument to
reward employees of the Company / Holding Company / Subsidiary
Companies for their dedication, support and hard work.
Remuneration / Compensation Committee ("the Committee") of the Board of
Directors of the Company grants the options to the eligible employees
of the Company and its holding and subsidiary companies. During the
financial year ended on March 31, 2012 the Committee granted 22,11,207
options under ESOP 2007 to the employees of erstwhile Television
Eighteen, who became employees of the Company pursuant to the Scheme of
Arrangement.
Consequent to the exercise of options granted to eligible employees of
the Company 3,20,304 fully paid-up equity shares were allotted during
the financial year 2011-12. The details as required to be disclosed
under Clause 12 & 19 of SEBI Guidelines are detailed in the Annexure -
A to this Report.
During the year ended March 31, 2012, the Company, in interest of its
employees, has revised the exercise price of the options from Rs. 55/-
per option to Rs. 27.70 per option as the prevailing market price of
the underlying shares have rendered the options unattractive and the
entire object of rewarding the deserving employees was defeated.
A Certificate from the Statutory Auditor of the Company for
implementation of the 'ESOP 2007' in accordance with the SEBI
Guidelines and the resolutions passed by the members of the Company
will be made available for inspection by the members at the ensuing
Annual General Meeting of the Company.
DETAILS OF UNCLAIMED SHARES AS PER CLAUSE 5A OF THE LISTING AGREEMENT
In year 2007, your Company made Initial Public Offering (the Issue) of
its equity shares in demat mode and had credited the demat accounts of
allottees with respective shares allotted under the Issue. However
demat credit of 250 equity shares of Rs. 2 each (50 equity shares of
Rs. 10 each), for two allottees could not happen till date, due to
incorrect particulars of accountholders. The Company through its
Registrar and Share Transfer Agent, M/s Link
Intime India Private Limited, had sent several reminders to these
allottes and in the absence of any response from any of them, had
finally transferred the aforesaid equity shares to 'TV18 Broadcast
Limited - Unclaimed Securities Suspense Account'. As required under
clause 5A of the Listing Agreement, following is the status of
outstanding shares lying in the aforesaid account as on March 31, 2012:
Particulars Number of Number of
share- Equity
holders shares
Aggregate number of shareholders
and the outstandingshares lying in
the Unclaimed Suspense Account
at the beginning of the year
i.e. 1st April, 2011 / transferred to
Account during the year ended
31st March, 2012 2 250
Number of shareholders who
approached to the Company/
RTA for transfer of shares from
Unclaimed Suspense Account
during the year ended
31st March, 2012 - -
Number of shareholders to whom
shares were transferred from
Unclaimed Suspense Account
during the year ended
31st March, 2012. - -
Aggregate Number of
shareholders and the outstanding
shares lying in the Unclaimed
Suspense Account at the end of
the year i.e. as on
31st March, 2012. 2 250
The voting rights on these shares are
frozen till the rightful
owner of these shares claims
the shares.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
In terms of requirement of Clause 49 of the Listing Agreement with the
Stock Exchange(s) Management's Discussion and Analysis Report
disclosing the operations of the Company in detail is provided
separately as a part of Director's Report.
DIRECTORS
Mr. Manoj Mohanka and Mr. Shahzaad Siraj Dalal, Directors of the
Company, are liable to retire by rotation at the ensuing Annual General
Meeting. Mr. Manoj Mohanka, being eligible, has offered himself for the
re-appointment. The relevant details of his directorships are provided
in the Corporate Governance Report of the Company forming a part of
this Annual Report. However Mr. Shahzaad Siraj Dalal, due to his busy
schedule and other commitments, has expressed his unwillingness to be
re-appointed at the ensuing Annual General Meeting of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956 as amended, your Directors confirm:
i) that in the preparation of the annual accounts for the financial
year ended March 31, 2012, the applicable Accounting Standards have
been followed;
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of
profit or loss of the Company for the year under review;
iii) that the Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) that the Directors have prepared the accounts for the financial
year ended March 31, 2012 on a 'going concern' basis.
SUBSIDIARY COMPANIES
During the Financial Year 2011-12, your Company through its WOS RVT
Media Private Limited, joined hand with A&E Network LLC (A&E) whereby
A&E acquired 49% stake in AETN18 Media Private Limited (AETN18).
However since your company effectively holds 51% stake in it, AETN18 is
being consolidated as a subsidiary. Further ibn 18 (Mauritius) Limited
and RVT Media Private Limited continues to be subsidiaries of your
Company.
A statement of your Company's interest in its subsidiary companies as
on March 31, 2012 is attached as Annexure
- B in terms of provisions of Section 212 of the Companies Act, 1956.
The Ministry of Corporate Affairs vide its circular no. 51/
12/2007-CL-III dated February 8, 2011 has granted a general exemption
under section 212(8) of the Companies Act, 1956 from attaching the
balance sheet, profit & loss account, Reports of Directors and Auditors
of subsidiary companies with the Balance Sheet of the Holding Company,
subject to fulfillment of certain conditions. Consequently the Board
of Directors in their meeting held on August 4, 2012 had resolved to
avail the aforesaid exemption and the balance sheet, statement of
profit & loss, Reports of Directors and Auditors of RVT Media Private
Limited, ibn 18 (Mauritius) Limited and AETN18 Media Private Limited,
subsidiary companies of the Company, are not being published in this
Annual Report of the Company. The annual accounts of these subsidiary
companies will be made available to the shareholders of the Company and
to the shareholders of the subsidiary companies seeking such
information at any point of time and the annual accounts of the
subsidiary companies shall also be kept open for inspection by any
shareholders at the registered office of the Company and of the
subsidiary companies.
JOINT VENTURES
- Viacom18 Media Private Limited - (Through 50:50 JV of the Company
with Viacom Inc.) Owns and operates 'Colors', leading Hindi General
Entertainment Channel (GEC), 'MTV', the leading Youth Entertainment
destination, 'Nick', leading Kids channel, 'VhT, leading Premier
English channel, 'Sonic', multi-platform for animation & live action
shows, 'Comedy Central', English comedy channel and 'Viacom18 Motion
Pictures', a film division which focuses on film distribution.
- IBN Lokmat News Private Limited - (Through 50:50 JV of the Company
with Lokmat group) Operates 'IBN Lokmat', the leading Marathi language
news channel.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Accounting Standard (AS)-21 on Consolidated Financial
Statements read with Accounting Standard (AS)- 27 on Accounting on
Joint Ventures, prescribed by the Companies (Accounting Standards)
Rules, 2006, the Audited Consolidated Financial Statements are provided
in this Annual Report.
STATUTORY AUDITORS
The term of M/s. Deloitte Haskins & Sells, Chartered Accountants, the
Statutory Auditors of your Company, expires at the ensuing Annual
General Meeting. The Company has received a certificate from them to
the effect that their appointment, if made, would be within the
prescribed limit as mentioned under Section 224 (1B) of the Companies
Act, 1956 and they are not disqualified for such re-appointment within
the meaning of section 226 of such Act.
Your Board has duly examined the Report issued by the Statutory
Auditor's of the Company on the Accounts for the financial year ended
March 31, 2012. Except following, the rest of the report is self
explanatory.
EXPLANATION TO STATUTORY AUDITORS COMMENTS:
Auditor's qualification: Refer para no. 4 of the Auditors Report on
standalone financial statements of the Company.
Management's Reply:
The Company is of the view that having regard to the long term
strategic involvement, no provision is considered necessary for 'other
than temporary diminution' in the value of these Investments of the
Company made in IBN Lokmat News Private Limited.
COST AUDITORS
Pursuant to the Cost Audit Order as notified by the Ministry of
Corporate Affairs (Cost Audit Branch) vide circular dated May 2, 2011
read with Cost Accounting Records (Telecommunication Industry) Rules
2011 as notified by the Ministry of Corporate Affairs vide GSR 869(E)
dated December 7, 2011, the Company has appointed, M/s Pramod Chauhan &
Associates, Cost Accountants, as the Cost Auditor of the Company for
the financial year 2012-13 for conducting the audit of the Cost Records
of the Company.
CORPORATE GOVERNANCE
Your Company has been practicing principles of good Corporate
Governance over the years. The endeavor of the Company is not only to
comply with the regulatory requirements but also practice good
Corporate Governance that lays strong emphasis on integrity,
transparency and overall accountability. A separate section on
Corporate Governance along with a certificate from the Practicing
Company Secretary confirming the compliance as stipulated in Clause 49
of the Listing Agreement is annexed and forms part of this Annual
Report.
PARTICULARS OF EMPLOYEES
The names and other particulars of employees are required to be set out
as an annexure to the Directors Report as required under Section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 as amended by Companies
(Particulars of Employees) Rules, 2011. In terms of the provisions of
section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report
excluding the aforesaid annexure is being sent out to the members and
others entitled to receive the Annual Report of the Company. However
any member who is interested in obtaining such information may send a
written request for the same, to the Company Secretary at the Corporate
Office address of the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the
Companies (Disclosures of particulars in the report of the Board of
Directors) Rules, 1988, the following information is provided:
A. Conservation of Energy
Your Company is not an energy intensive unit; however possibilities are
continuously explored to conserve energy and to reduce energy
consumption at production & editing facilities, studios, workstations
of the Company.
B. Technology absorption
Your Company is conscious of implementation of latest technologies in
key working areas. Technology is ever-changing and employees of your
Company are made aware of the latest working techniques and
technologies through workshops, group e-mails, discussion sessions for
optimum utilization of available resources and to improve operational
efficiency.
C. Foreign Exchange Earnings and Outgo
Disclosure of foreign exchange earnings and outgo as required under
Rule 2(C) is given in note no. 30 of "Notes forming part of the
financial statements" forming part of the Audited Annual Accounts.
The total foreign exchange earning was of Rs. 1,088.86 lakhs in the
financial year 2011-12 as against Rs. 5.58 lakhs during the previous
financial year. The total foreign exchange expenditure during the year
under review was Rs. 3,943.74 lakhs as against Rs. 1,155.37 lakhs
during the previous financial year ended March 31, 2011.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their sincere
appreciation for the continuous support given by all the employees,
shareholders of the Company, various Government Departments and Bankers
towards conducting the operations of Company efficiently.
For and on behalf of the Board of Directors
Place: Noida
Date : August 4, 2012 Chairman
Mar 31, 2011
Dear Shareholders,
The Directors are pleased to present the 6th Annual Report together
with the Audited Accounts of M/s ibn18 Broadcast Limited (herein after
referred as the 'Company' or 'IBN18') for the financial year ended
March 31, 2011.
FINANCIAL PERFORMANCE
The key financial figures on standalone basis of your Company for the
year ended March 31, 2011 are as follows:
(Rs. in Crores)
Particulars Financial Financial
Year ended Year ended
March 31, March 31,
2011 2010
Revenues 252.77 263.72
Profit / (loss) before interest
and depreciation 2.51 (25.67)
Interest 40.08 43.39
Depreciation 11.69 13.04
Net Profit / (loss) before tax (49.25) (82.10)
Provision for taxes /
deferred tax - -
Profit / (Loss) after tax (49.25) (82.10)
The summarized financial figures on consolidated basis of your Company
for the year ended March 31, 2011 are as follows:
(Rs. in Crores)
Particulars Financial Financial
Year ended Year ended
March 31, March 31,
2011 2010
Revenues 813.33 658.87
Profit / (loss) before interest
and depreciation 55.43 (43.21)
Interest 50.90 47.65
Depreciation 17.60 18.62
Net Profit / (loss) before tax (13.07) (109.49)
Provision for taxes /
deferred tax 4.33 0.07
Profit / (Loss) after tax (17.40) (109.55)
RESULT OF OPERATIONS
During the financial year 2010Ã11 your Company achieved a turnover of
Rs. 252.77 crores. Profit of the Company during the year before
interest and depreciation was Rs. 2.51 crores as against a loss of Rs.
25.67 crores in the previous year. Effective measures taken during the
year to improve the financial state of the Company resulted in
substantial decrease in the net loss of the Company from Rs. 82.10
crores in the previous year to Rs. 49.25 crores in the financial year
ended on March 31, 2011.
Audited Consolidated Financial Statements for the year ended March 31,
2011 also forms part of this Annual Report.
Consolidated turnover of your company during the year was Rs. 813.33
crores. Driven by the strong profitability of the Company in
entertainment business, the consolidated profit before interest and
depreciation has surged to Rs. 55.43 crores during the current
financial year ended on March 31, 2011 from a loss of Rs. 43.21 crores
during the previous year.
DIVIDEND
In view of absence of profits for the financial year 2010- 11 the Board
of Directors of your Company do not recommend any dividend for
financial year ended March 31, 2011.
TRANSFER TO RESERVES
Your Company has not made any transfer to the Reserves during the
financial year 2010-11.
DEPOSITS
The Board of Directors of the Company during the year under review at
their meeting held on April 23, 2010, had approved fixed deposit scheme
for acceptance of deposits from public and shareholders of the Company
under Section 58A of the Companies Act, 1956 within the limits as
prescribed under Companies (Acceptance of Deposits) Rules, 1975.
Your Directors wish to convey their thanks to the investors for their
over-whelming support to the fixed deposit scheme of the Company.
Your Company has received an aggregate sum of Rs. 158.83 crores under
the fixed deposits scheme as on March 31, 2011 and no deposit was due
for payment as on that date. There was no failure in payment of
interest due on fixed deposits by the Company.
SCHEME OF ARRANGEMENT
Your Directors at their meeting held on July 7, 2010 have approved the
Scheme of Arrangement (the "Scheme") of Network18 Group with an overall
objective of placing all news business operations of the Network18
Group into one Company. Pursuant to an order dated November 19, 2010,
passed by the Hon'ble High Court of Delhi at New Delhi, a meeting of
the equity shareholders of your Company (the "First Transferee
Company"), was convened on December 21, 2010 for the purpose of
considering and approving, the Scheme between Television Eighteen India
Limited ("TV18"), Web18 Software Services Limited ("Web18"), IBN18
Media & Software Limited ("IBN18 Media"), iNews.com Limited
("iNews.com"), Television Eighteen Commoditiescontrol.com Limited
("TECC"), RVT Investments Private Limited ("RVT"), Network18 India
Holdings Private Limited ("Network18 India"), Care Websites Private
Limited ("Care"), ibn18 Broadcast Limited ("IBN18") and Network18 Media
& Investments Limited ("Network18") and their respective shareholders
and creditors. TV18, Web18, IBN18 Media, iNews.com, TECC, RVT,
Network18 India and Care are collectively referred as Transferor
Companies. IBN18 and Network18 are collectively referred as Transferee
Companies.
The Scheme envisages restructuring of Network18 group primarily into
two verticals of operations. First vertical includes the consolidation
of all TV broadcasting business in IBN18 and other vertical involves
consolidation of other businesses of the group into Network18, the
holding company of your Company.
The new structure offers shareholders/ investors the choice of
investing in Network18 with controlling stake in TV broadcasting
business or directly in the TV broadcasting business entity.
Upon the coming into effect of the Scheme and without any further act
or deed and without any further payment, equity shares will be issued
and allotted in the following ratio:
i. 17:25 i.e. 17 fully paid-up equity shares of Rs 2 each of IBN18 to
be issued for every 25 fully paid-up equity shares of Rs 5 each of
TV18, by IBN18 to equity shareholders of TV18;
ii. 13:100 i.e. 13 fully paid-up equity shares of Rs 5 each of
Network18 to be issued for every 100 fully paid- up equity shares of Rs
5 each of the Demerged TV18 by Network18 to equity shareholders of
TV18.
iii. No shares will be issued by Network18 to shareholders of Web18 on
the demerger of the Web Undertaking of Web18 into Network18 pursuant to
this Scheme, since shareholders of Web18 are subsidiaries of Network18.
iv. No shares will be issued on Merger of IBN18 Media and iNews.com
into IBN18 pursuant to the Scheme since IBN18 Media is a wholly owned
subsidiary of IBN 18 and iNews.com would become a wholly owned
subsidiary of IBN18 pursuant to the Scheme.
v. No shares will be issued by Network18 to the equity shareholders of
TECC, RVT, Care and Network18 India since such shareholders may be
subsidiaries of Network18 pursuant to Scheme or since Network18 may own
the entire share capital of the aforesaid merging companies.
vi. Pursuant to the Scheme, the name of Your Company will be changed,
as an integral part of the Scheme, from ibn18 Broadcast Limited to New
TV18 or such other name as may be approved by the Registrar of
Companies, NCT of Delhi & Haryana.
vii. The Scheme shall be deemed to be effective from the Appointed Date
i.e April 1, 2010.
The above Scheme was approved by the shareholders of the Company with
an over-whelming majority. At the hearing on April 26, 2011, the
Hon'ble High Court of Delhi approved the Scheme. Your Company has
applied for the certified copy of the Court order. Once received, your
Company will file the order with the Registrar of Companies, NCT of
Delhi & Haryana to give effect to the Scheme.
DIRECTORATE
During the year under review Mr. Sameer Manchanda, Joint Managing
Director of your Company had resigned from the Board of the Company
w.e.f October 22, 2010. We sincerely place on record his contribution
to the growth of the Company during his tenure.
Mr. Hari S. Bhartia, Director of your Company, retire by rotation at
the ensuing Annual General Meeting and being eligible, has offered
himself for re-appointment. The relevant detail of the Director
proposed to be re- appointed is provided in the Corporate Governance
Report forming a part of this Annual Report.
APPOINTMENT OF MANAGER
Pursuant to Section 269 / 386 of the Companies Act, 1956, Mr. Saikumar
Ganapathy Balasubramanian was appointed as the Manager of the Company
for a period of three years effective from October 26, 2010 without
taking any remuneration from the Company.
RIGHTS ISSUE
In the Previous year, your Company had offered its 5,44,95,443 equity
shares of Rs. 2/- each for cash at a premium of Rs. 91.5 per share
aggregating to Rs. 5,09.53 crore on Rights Basis to its existing equity
shareholders in the ratio of three equity shares for every ten equity
shares held as on the Record Date i.e March 4, 2010.
The Rights Issue was opened for subscription on March 10, 2010 and
closed on March 25, 2010. On April 1, 2010 your Company had allotted
5,44,95,443 partly paid-up equity shares. Rs. 31 per share was called
on application and balance Rs. 62.5 was payable on three calls viz. Rs.
21 per share on first call, Rs. 21 on second call and Rs. 20.50 on
third and final call. However, as per the terms of the Letter of Offer
dated February 19, 2010 and also with the approval of the shareholders,
your Company had clubbed all the above calls and made a full and final
call of Rs. 62.50 per share.
Pursuant to the Rights Issue your Company had received Rs. 509.09 crore
(Rs. 168.93 crore on application and Rs. 340.16 crore on calls) as on
March 31, 2011 and had converted 5,44,25,108 partly paid-up shares into
fully paid up. Rs. 0.44 crore representing 70,335 partly paid up shares
is lying as calls-in-arrears.
INCREASE IN THE PAID-UP SHARE CAPITAL
During the year ended March 31, 2011, the paid-up equity share capital
of your Company increased from Rs. 36,33,02,956/- comprising of
18,16,51,478 equity shares of Rs. 2/- each to Rs. 47,56,29,097.50
comprising of 23,77,96,965 equity shares of Rs. 2/- each and 70,335
partly paid-up equity shares on which Rs. 0.50 is paid up per share.
The said increase in the paid up share capital of the Company was
consequent to the allotment of 5,44,95,443 partly paid up shares under
Rights Issue, conversion of 5,44,25,108 partly paid up shares into
fully paid up out of aforesaid total partly paid-up shares issued under
Rights Issue and allotment of 17,20,379 fully paid up equity shares
under ESOP Scheme of the Company.
The Company has received the listing and trading approval for the
aforesaid equity shares from Bombay Stock Exchange Limited and National
Stock Exchange of India Limited.
EMPLOYEES STOCK OPTION SCHEME
'The GBN Employee Stock Option Plan 2007' ("ESOP 2007"), implemented in
accordance with the provisions of Companies Act, 1956 and the
Securities and Exchange Board of India (Employee Stock Option Scheme
and Employees Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines)
as amended from time to time, is one of the Company's instrument to
reward employees of the Company / Holding Company / Subsidiary
Companies for their dedication, support and hard work.
Remuneration / Compensation Committee of the Board of Directors of the
Company grants options to the eligible employees of the Company /
Holding Company and Subsidiary Companies. During the financial year
ended on March 31, 2011 the Committee has granted 11,00,000 options
under ESOP 2007.
Consequent to the exercise of options granted to eligible employees
17,20,379 fully paid-up equity shares were allotted during the
financial year 2010-11. The details as required to be disclosed under
Clause 12 of SEBI Guidelines are provided in Annexure - A to this
Report.
A Certificate from the Statutory Auditor of the Company for
implementation of the 'ESOP 2007' in accordance with the SEBI
Guidelines and the resolutions passed by the members of the Company
will be made available for inspection by the members at the ensuing
Annual General Meeting of the Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
In terms of requirement of Clause 49 of the Listing Agreement with the
Stock Exchange(s) Management's Discussion and Analysis Report
disclosing the operations of the Company in detail is provided
separately as a part of Director's Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956 as amended, your Directors confirm:
i) that in the preparation of the annual accounts for the financial
year ended March 31, 2011, the applicable Accounting Standards have
been followed;
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of
profit or loss of the Company for the year under review;
iii) that the Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) that the Directors have prepared the accounts for the financial
year ended March 31, 2011 on a 'going concern' basis.
'GROUP' AS DEFINED UNDER MONOPOLIES AND RESTRICTIVE TRADE PRACTICES
ACT, 1969
Pursuant to intimation received from Promoter(s) the names of entities
constituting the 'Group' as defined under The Monopolies and
Restrictive Trade Practices Act, 1969 for the purpose of the SEBI
(Substantial Acquisition of Shares and Takeover) Regulations, 1997 is
disclosed elsewhere in this Annual Report.
SUBSIDIARY COMPANIES
During the Financial Year 2010-11, AETN18 Media Private Limited became
a Wholly Owned Subsidiary of RVT Media Private Limited which in turn is
a Wholly Owned Subsidiary of your Company. Besides this ibn18
(Mauritius) Limited, RVT Media Private Limited and IBN18 Media &
Software Limited continues to be Wholly Owned Subsidiaries of your
Company.
A statement of your Company's interest in its Subsidiary Companies as
on March 31, 2011 is attached as Annexure - B in terms of provisions of
Section 212 of the Companies Act, 1956.
The Ministry of Corporate Affairs vide its circular no. 5/
12/2007-CL-III dated February 8, 2011 has granted a general exemption
under section 212(8) of the Companies Act, 1956 from attaching the
balance sheet, profit & loss account, Reports of Directors and Auditors
of subsidiary companies with the Balance Sheet of the Holding Company,
subject to fulfillment of certain conditions. Consequently the Board
of Directors at their meeting held on May 30, 2011 had resolved to
avail the aforesaid exemption and the balance sheet, profit & loss
account, Reports of Directors and Auditors of RVT Media Private
Limited, ibn18 (Mauritius) Limited, IBN18 Media & Software Limited and
AETN18 Media Private Limited, subsidiary Companies of the Company are
not being published in this Annual Report of the Company. The annual
accounts of the subsidiary companies will be made available to the
shareholders of the Company and of the subsidiary companies seeking
such information at any point of time and the annual accounts of the
subsidiary companies shall also be kept for inspection by any
shareholder at the registered office of the Company and of the
subsidiary companies.
The Company shall furnish a hard copy of details of accounts of
subsidiaries to any shareholder on demand.
JOINT VENTURES
Viacom18 Media Private Limited - (Through 50:50 JV of the Company with
Viacom Inc.) Owns and operates 'Colors', leading Hindi General
Entertainment Channel (GEC), 'MTV', the leading Youth Entertainment
destination, 'Nick', leading Kids channel, 'Vh1', leading Premier
English Channel and 'Viacom18 Motion Pictures', filmed Entertainment
Business.
'IBN Lokmat News Private Limited -(Through 50:50 JV of the Company with
Lokmat group) Operates 'IBN Lokmat', the leading Marathi language news
channel.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Accounting Standard AS-21 on Consolidated Financial
Statements read with Accounting Standard (AS) - 23 on the Accounting
for Investments in Associates and Accounting Standard (AS) - 27 on
Accounting on Joint Ventures, issued by The Institute of Chartered
Accountants of India, the Audited Consolidated Financial Statements are
provided in this Annual Report.
AUDITORS & AUDITOR'S REPORT
The term of M/s. Deloitte Haskins & Sells, Chartered Accountants, the
Statutory Auditors of your Company, expires at the ensuing Annual
General Meeting. The Company has received a certificate from them to
the effect that their appointment, if made, would be within the
prescribed limit as mentioned under Section 224 (1B) of the Companies
Act, 1956 and they are not disqualified for such re-appointment within
the meaning of section 226 of such Act.
Your Board has duly examined the Report issued by the Statutory
Auditor's of the Company on the Accounts for the financial year ended
March 31, 2011. Except the following comments the rest of the report is
self explanatory.
EXPLANATION TO AUDITORS COMMENTS:
Auditor's qualification: Refer para no. 5 of the Auditors Report on the
financial statements of the Company for the year ended on March 31,
2011
Management's Reply: The Company is of the view that having regard to
the long term strategic involvement, no provision is considered
necessary for 'other than temporary diminution' in the value of
investments of the Company made in IBN Lokmat.
CORPORATE GOVERNANCE
Corporate Governance philosophy of the Company lies in following strong
Corporate Governance practices driven by its core values to enhance the
interests of all its stakeholders. A report on Corporate Governance
along with Certificate from Practicing Company Secretary confirming the
status of compliance of conditions on Corporate Governance as
stipulated in Clause 49 of the Listing Agreement forms a part of this
Annual Report.
POSTAL BALLOT
The details of Postal Ballot process conducted by the Company during
the year under review are set out in the report on Corporate
Governance, annexed to this report.
PARTICULARS OF EMPLOYEES
The names and other particulars of employees are required to be set out
as an annexure to the Directors Report as required under Section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 as amended by Companies
(Particulars of Employees) Rules, 2011. In terms of the provisions of
section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report
excluding the aforesaid annexure is being sent out to the members and
others entitled to receive the Annual Report of the Company. However
any member who is interested in obtaining such information may send a
written request for the same, to the Company Secretary of the Company
at the Corporate Office address of the Company.
AWARDS AND ACCOLADES
During the year under review, the Channels of your Company were crowned
under various categories.
CNN IBN won 18 awards at The Indian News Television (NT) Awards and 3
awards including Best News Program at Asian Television awards 2010.
CNN IBN also bagged 4 awards at Indian Television Academy Awards 2010
under various awards categories including Best English News Channel and
2 awards at Indian News Broadcasting Awards 2010.
IBN7 won 2 awards at News Television Awards 2010 including best News
Talk Show. IBN7 also won Laadli Awards for best Issue based show and
Indian News Broadcasting awards for best campaign.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the
Companies (Disclosures of particulars in the report of the Board of
Directors) Rules, 1988, the following information is provided:
A. Conservation of Energy
Your Company is not an energy intensive unit; however possibilities are
continuously explored to conserve energy and to reduce energy
consumption at production, editing facilities, studios and workstations
of the Company.
B. Technology absorption
Your Company is conscious of implementation of latest technologies in
key working areas. Technology is ever-changing and employees of your
Company are made aware of the latest working techniques and
technologies through workshops, group e-mails, discussion sessions for
optimum utilization of available resources and to improve operational
efficiency.
C. Foreign Exchange Earnings and Outgo
Disclosure of foreign exchange earnings and outgo as required under
Rule 2(C) is given in Schedule No. 16 "Notes on Accounts" forming part
of the Audited Annual Accounts.
The total foreign exchange earning was of Rs. 5.58 lakhs in the
financial year 2010-11 as against Rs. 13.03 lakhs during the previous
financial year. The total foreign exchange expenditure during the year
under review was Rs. 1,155.37 lakhs as against Rs. 1,140.22 lakhs
during the previous financial year ended March 31, 2010.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their deep
appreciation for the continuous support extended by all the employees
and Shareholders of the Company, various Government Departments and
Bankers towards conducting the operations of Company efficiently.
For and on behalf of the Board of Directors
Place: Noida
Date: May 30, 2011 Chairman
Mar 31, 2010
The Directors are delighted to present the 5th Annual Report on the
business and operations of the Company together with the audited
accounts for the financial year ended March 31, 2010.
FINANCIAL PERFORMANCE
The key financial figures on standalone basis of your Company for the
year ended March 31, 2010 are as follows:
(Rs. In Lakhs)
Particulars Financial Year Financial Year
ended ended
March 31, 2010 March 31, 2009
Net Revenues 26,372 19,384
Operating profit / (loss) before
interest and depreciation (2,567) (3,182)
Interest 4,339 1,915
Depreciation 1,304 1,565
Net Profit / (loss) before tax (8,210) (6,662)
Provision for taxes / deferred tax - 160
Profit / (Loss) after tax (8,210) (6,822)
The summarized financial figures on consolidated basis of your Company
for the year ended March 31, 2010 are as follows:
(Rs. In Lakhs)
Particulars Financial Year Financial Year
ended ended
March 31, 2010 March 31, 2009
Net Revenues 65,887 19,571
Operating Proft / (loss) before
interest and depreciation (4,321) (4,392)
Interest 4,765 2,051
Depreciation 1,862 1,753
Net profit / (loss) before tax (10,948) (8,196)
Provision for taxes / deferred tax 7 170
Profit / (Loss) after tax (10,955) (8,366)
Add: Share in loss of Associates - (834)
Net Profit / (Loss) (10,955) (9,200)
RESULT OF OPERATIONS
During the financial year 2009-10 the turnover of your Company has
increased by 36% and stood at approximately Rs. 264 Crores as against
approximately Rs. 194 Crores in the previous year. Due to increase in
expenditure on interest & financial charges, loss after tax for the
year was Rs. 82 Crores against Rs. 68 Crores in the previous year.
Audited Consolidated Financial Statements for the year ended March 31,
2010 also forms part of this Annual Report.
DIVIDEND
Your Directors do not recommend any Dividend for the financial year
ended March 31, 2010.
TRANSFER TO RESERVES
Your Company has not made any transfer to the Reserves during the
financial year 2009-10.
DEPOSITS
During the year under review your Company has not accepted any deposits
from the public under Section 58A of the Companies Act, 1956. However
after the closure of financial year 2009-10, the Board of Directors of
the Company at their meeting held on April 23, 2010, had approved fixed
deposit scheme(s) for acceptance of deposits from public and
shareholders of the Company under Section 58A of the Companies Act,
1956 within the limits as prescribed under Companies (Acceptance of
Deposits) Rules, 1975 as amended from time to time.
CHANGES IN CAPITAL STRUCTURE
- Increase in Authorised Share Capital
During the period under review, consent of the shareholders of the
Company was sought to increase the Authorized Share Capital of the
Company from Rs. 40,00,00,000/- (Rupees Forty Crores only) comprising
of 20,00,00,000 equity shares of face value of Rs. 2/- each to Rs.
55,00,00,000/- (Rupees Fifty Five Crores Only) comprising of
27,50,00,000 equity shares of face value of Rs. 2/- each, vide postal
ballot notice dated September 24, 2009. The Company had received
overwhelming response from the Shareholders and the result for
approving the increase in Authorized Share Capital of the Company was
declared on November 12, 2009.
- Increase in Paid-up Share Capital
During the year ended March 31,2010, the paid-up equity share capital
of the Company increased from Rs. 35,83,02,956/- comprising of
17,91,51,478 equity shares of Rs. 2/- each to Rs. 36,33,02,956/-
comprising of 18,16,51,478 equity share of Rs. 2/-each consequentto
allotment of 25,00,000 equity shares upon conversion of Convertible
Warrants.
The Company has received the listing and trading approval for the
aforesaid equity shares from Bombay Stock Exchange Limited and National
Stock Exchange of India Limited.
RIGHTS ISSUE
During the year under review your Company had offered 5,44,95,443
equity shares on rights basis to its equity share holders at a price of
Rs. 93.50 per equity share (Rs. 2/- to be appropriated to face value
and Rs. 91.50 towards security premium account) aggregating to the Rs.
5,095.32 million in the ratio of three equity shares for every ten
equity shares, held on record date i.e. March 4, 2010. The Company has
called Rs. 31/- per equity share on Application and the balance amount
of Rs. 62.50 per equity share payable on calls. Rights Issue was opened
on Wednesday, March 10, 2010 and closed on Thursday March 25, 2010.
Further the Company had allotted aforesaid partly paid-up equity shares
under Rights Issue on April 1, 2010 and the same are listed and traded
w.e.f April 8, 2010 under New ISIN IN9886H01017 on Bombay Stock
Exchange Limited and National Stock Exchange of India Limited.
SHIFTING OF REGISTERED OFFICE
The Registered Offce of your Company has been shifted from 601, 6th
Floor, Commercial Tower, Hotel Le-Meridien, Raisina Road, New
Delhi-110001 to 503, 504 & 507, 5th Floor, Mercantile House, 15,
Kasturba Gandhi Marg, New Delhi à 110001 w.e.f. May 10, 2010.
EMPLOYEES STOCK OPTION SCHEME
Your Company has always believed in motivating employees and always
cared for welfare of its employees for their continuous hard work,
dedication and support, which has led the Company on the growth path.
Launch of The GBN Employee Stock Option Plan 2007 (ÃESOP 2007Ã) is one
such step to enable more and more employees of the Company / Holding
Company / Subsidiary Companies to enjoy the fruit of the growth of the
Company.
ESOP 2007 is administered by Remuneration / Compensation Committee of
the Board of Directors of the Company which grants options to eligible
employees of the Company and its holding and subsidiary Companies in
accordance with the provisions of Companies Act, 1956 and the
Securities and Exchange Board of India (Employee Stock Option Scheme
and Employees Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines)
as amended from time to time. Consequent to the exercise of options
granted to eligible employees 6,68,842 fully paid-up equity shares were
allotted on April 19, 2010. The details as required to be disclosed
under Clause 12&19ofSEBI Guidelines are detailed in the Annexure - A to
this Report. A Certificate from the Statutory Auditor of the Company
for implementation of the ESOP 2007 in accordance with the SEBI
Guidelines and the resolutions passed by the members of the Company
will be made available for inspection by the members at the ensuing
Annual General Meeting of the Company.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
In terms of requirement of Clause 49 of the Listing Agreement with the
Stock Exchange(s) Managements Discussion and Analysis Report
disclosing the operations of the Company in detail is provided
separately as a part of Directors Report.
DIRECTORATE
With profound grief and sorrow we inform you that Mr. G. K. Arora, who
was Non- Executive Independent Director of the Company expired on
November 5, 2009. We sincerely place on record his contribution to the
growth of the Company during his tenure. Mr. Raghav Bahl and Mr.
Sanjay Ray Chaudhuri, Directors of the Company, retire by rotation at
the ensuing Annual General Meeting and being eligible, have offered
themselves for re-appointment. The relevant details of the Directors
proposed to be re-appointed are provided in the Corporate Governance
Report forming a part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies
Act, 1956 as amended, your Directors confrm:
i) that in the preparation of the annual accounts for the financial
year ended March 31,2010, the applicable Accounting Standards have been
followed;
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of
profit or loss of the Company for the year under review;
iii) that the Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) that the Directors have prepared the accounts for the financial
year ended March 31, 2010 on a going concern basis.
GROUP AS DEFINED UNDER MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT,
1969
Pursuant to intimation received from Promoter(s) the names of entities
constituting the Group as defined under The Monopolies and
Restrictive Trade Practices Act, 1969 for the purpose of the SEBI
(Substantial Acquisition of Shares and Takeover) Regulations, 1997 is
disclosed elsewhere in this Annual Report.
SUBSIDIARY COMPANIES
During the Financial Year 2009-10, ibn 18 (Mauritius) Limited became
Wholly Owned Subsidiary of your Company. Besides this RVT Media Private
Limited and IBN18 Media & Software Limited continues to be Wholly Owned
Subsidiaries of your Company. A statement of your Companys interest
in its Subsidiary Companies as on March 31, 2010 is attached as
Annexure à B in terms of provisions of Section 212 of the Companies
Act, 1956.
JOINT VENTURES
- Viacom18 Media Private Limited à A 50:50 JV of the Company with
Viacom Inc., is the home to Colors, the leading Hindi General
Entertainment Channel (GEC), MTV, the leading Youth Entertainment
destination, Nick, leading among Kids channels and Vh1, a leading
Premier English Channel. This JV Company also houses a films division
called Studio18.
- IBN Lokmat News Private Limited à Your Company forayed into regional
news space through this 50:50 JV Company with Lokmat group, which
operates IBN Lokmat, the leading Marathi News Channel.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Accounting Standard AS-21 on Consolidated Financial
Statements read with Accounting Standard AS Ã 23 on the Accounting for
Investments in Associates and Accounting Standard AS Ã 27 on Accounting
on Joint Ventures, issued by The Institute of Chartered Accountants of
India, the Audited Consolidated Financial Statements are provided in
this Annual Report.
AUDITORS & AUDITORS REPORT
The term of M/s. Deloitte Haskins & Sells, Chartered Accountants, the
Statutory Auditors of your Company, expires at the ensuing Annual
General Meeting. The Company has received a certifcate from them to the
effect that their appointment, if made, would be within the prescribed
limit as mentioned under Section 224 (1B) of the Companies Act, 1956.
Your Board has duly examined the Report issued by the Statutory
Auditors of the Company on the Accounts for the fnancial year ended
March 31, 2010. Except following, the rest of the report is self
explanatory.
EXPLANATION TO AUDITORS COMMENTS:
Auditors qualifcation: Refer para no. 4 of the Auditors Report on
consolidated fnancial statements of the Company. Managements Reply:
The management is of the view that the volume of transactions in the
subsidiaries of 50% Joint Venture Company is not signifcant for the
group as a whole.
CORPORATE GOVERNANCE
Corporate Governance philosophy of the Company lies in following strong
Corporate Governance practices driven by its core values to enhance the
interests of all its stakeholders. A report on Corporate Governance
along with Certifcate from Practicing Company Secretary confrming the
compliance of conditions on Corporate Governance as stipulated in
Clause 49 of the Listing Agreement forms a part of
this Annual Report.
POSTAL BALLOT
The details of Postal Ballot process conducted by the Company during
the year under review are set out in the report on Corporate
Governance, annexed to this report.
PARTICULARS OF EMPLOYEES
The names and other particulars of employees are required to be set out
as an annexure to the Directors Report as required under Section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975. In terms of the provisions of
Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report
excluding the aforesaid annexure is being sent out to the members and
others entitled to receive the Annual Report of the Company. However
any member who is interested in obtaining such information may send a
written request for the same, to the Company Secretary of the Company
at the Corporate Offce address of the Company.
AWARDS AND ACCOLADES
During the year under review, the Channels of your Company were
crowned under various categories.
CNN IBN won 12 awards at The Indian News Television (NT) Awards
amongst others for Best News Talk Show à Devils Advocate; Best
Lifestyle & Fashion News Show à Living it up; Best Crime Show Ã
Killed in the name of honour.
CNN IBN bagged 5 awards at the Ramnath Goenka Excellence
in Journalism Awards under various awards categories including
Reporting from Jammu and Kashmir & North East, Sports Journalism,
Film & Television Journalism and Best Journalist of the Year category.
CNN IBN also won the prestigious Asian Television Award in the
category of Best News Programme for its counting day coverage
during the General Elections 2009.
IBN7 also won awards for Best Investigative Report of the year in Hindi
for NAREGA ka Narak and Best News Talk Show à Zindagi Live for
Unsung Heroes of 1984 Riots at NT Awards. In addition to this IBN7
won accolades at The Indian Television Academy (ITA) Awards for
AIDS PSA in the category best interstitial/fllers.
Details of various awards are covered in the Management Discussion
and Analysis Report, annexed to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the
Companies (Disclosures of particulars in the report of the Board of
Directors) Rules, 1988, the following information is provided:
A. Conservation of Energy
Your Company is not an energy intensive unit; however possibilities are
continuously explored to conserve energy and to reduce energy
consumption at production & editing facilities, studios and
workstations of the Company.
B. Technology absorption
Your Company is conscious of implementation of latest technologies in
key working areas. Technology is ever-changing and employees of your
Company are made aware of the latest working techniques and
technologies through workshops, group e-mails, discussion sessions for
optimum utilization of available resources and to improve operational
effciency.
C. Foreign Exchange Earnings and Outgo
Disclosure of foreign exchange earnings and outgo as required under
Rule 2(C) is given in Schedule No. 15 ÃNotes on Accountsà forming part
of the Audited Annual Accounts.
The total foreign exchange earnings were Rs. 13.03 lakhs in the
fnancial year 2009-10 as against Rs. 223.77 lakhs during the previous
fnancial year. The total foreign exchange expenditure during the year
under review was Rs. 1180.30 lakhs as against Rs. 1973.40 lakhs during
the previous fnancial year ended March 31, 2009.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their deep
appreciation for the continuous support extended by all the employees,
Shareholders of the Company, various Government Departments and Bankers
towards conducting the operations of the Company efficiently.
For and on behalf of the Board of Directors
Sd/-
Chairman
Place: Noida
Date: May 28, 2010
Mar 31, 2009
The Directors are delighted to present the 4th Annual Report on the
business and operations of the Company together with the audited
accounts for the financial year ended March 31, 2009.
FINANCIAL PERFORMANCE
The key financial figures on standalone basis of your Company for the
year ended March 31, 2009 are as follows:
(Rs. In Lakhs)
Particulars Financial Year ended Financial Year ended
March 31, 2009 March 31, 2008
Net Revenues 19384.38 13514.73
Operating profit / (loss)
before interest and depreciation (3181.84) 1244.77
Interest 1915.00 1211.83
Depreciation 1565.13 624.56
Net Profit / (loss) before tax (6661.97) (591.62)
Provision for taxes / deferred tax 160.08 95.00
Profit / (Loss) after tax (6822.05) (686.62)
RESULT OF OPERATIONS
During the Financial Year 2008-09 your Company generated over Rs.
193.84 Crores in revenues, with an operating loss before interest and
depreciation of Rs. 31.81 Crores and a post tax loss of Rs. 68.22
Crores. The corresponding figures for Financial Year 2007-08 were
revenues of Rs. 135.14 Crores, operating profit before interest and
depreciation of Rs. 12.44 Crores, and a post tax loss of Rs 6.86
Crores.
Audited Consolidated Financial Statements for the year ended March 31,
2009 also forms part of this Annual Report.
DIVIDEND
In the absence of profits during the financial year under review, the
Directors do not recommend any Dividend for the financial year ended
March 31, 2009.
TRANSFER TO RESERVES
Your Company has not made any transfer to the Reserves during the
financial year 2008-09.
DEPOSITS
During the year under review your Company has not accepted any deposits
from the public under Section 58A of the Companies Act, 1956.
VIACOM18: THE 50:50 JOINT-VENTURE BETWEEN IBN18 and
VIACOM
Acquisition of Stake in Viacom18
Your Company has entered into a 50:50 Joint-Venture with Viacom Inc., a
leading multinational media & entertainment conglomerate, for its
entertainment foray. During the Financial Year 2008-09, your Company
became a party to the Shareholders Agreement by signing a Joinder
thereto and has since acquired a total stake of 33.71 % of the equity
shareholding in Viacom1 8 Media Private Limited ("Viacom18").
This acquisition happened in different stages, through the infusion of
fresh equity capital in Viacom18 and through the acquisition of
existing shares as per the terms of the Option Agreement between your
Company, Television Eighteen India Limited (TV18) and companies
affiliated to the Network18Group. 16.29% stake continues to be held by
a subsidiary of TV18.
Viacom18: One of the Leading Television Entertainment Companies in
India
Through its shareholding in Viacom18, your Company now has a stake in
one of IndiaÃs leading entertainment companies that operates such
channels Colors, a Hindi General Entertainment Channel ("GEC"), MTV, a
youth entertainment channel, Nick, a kids channel and Vh1, an
international entertainment and music channel. Viacom1 8 also has a
filmÃs division called Studio18.
Colors, a Hindi GEC, was launched on July 21, 2008. The channel was
well received by audiences across India as was evident from its ratings
from the very first week. In less than nine months since its launch,
ÃColorsà reached the No.1 spot among Hindi GECs as per TAMs ratings.
This was widely regarded as a remarkable achievement as the No.1 spot
had been dominated by an incumbent leader for a period of nearly nine
years. Colors achievement was covered prominently in many leading
dailies, television news channels and news websites.
Other channels in Viacom18, including ÃMTV and ÃNickà have also
performed well, growing in viewership ratings during the year. ÃMTV has
become the leading channel of the youth entertainment genre and has
ratings that are higher than many GECsÃ. ÃNickà too has become the
leading channel in the Kids genre.
LAUNCH OF IBN LOKMAT
Your Company, through its 50:50 joint venture with the Lokmat Group,
publishers of the leading Marathi language daily, Lokmat, launched IBN
LokmatÃ, a 24-hour Marathi language news and current affairs channel on
April 6, 2008. The channel has been well received by Marathi news
audiences and has received awards & recognitions.
FUND RAISING DURING FINANCIAL YEAR 2008-09
During the Financial Year 2008-09, your Company raised a total of Rs
355.20 Crores through a Qualified Institutional Placement (QIP) and
though the placement and conversion of convertible warrants with your
CompanyÃs promoters.
Qualified Institutional Placement (QIP) Of Shares
In November 2008, your Company raised Rs 114.29 Crores through the
Qualified Institutional Placement (ÃQIPÃ) of 11,204,508 equity shares
at a price of Rs. 102.00 per share. The Qualified Institutional Buyers
who participated in the issue included prominent international and
domestic fund houses.
Capital Infusions by Promoters
During the financial year 2008-09, your CompanyÃs promoters have
infused a total of Rs. 240.91 Crores in two separate transactions. In
August 2008, Network18 India Holdings Pvt. Ltd. (Network18) a promoter
group Company, converted 5,500,000 optionally convertible warrants held
by it into equity shares for a net consideration of Rs 87.91 crores.
The amount represented 90% of the conversion price of the warrants (Rs
177.60). 10% had been paid as warrant application money in the
Financial Year 2007-08 when the warrants were issued. Network18
informed the Company for not exercising the conversion option for
balance 9,500,000 optionally convertible warrants and therefore 10%
amount paid at the time of allotment was forfeited by the Company.
In January 2009, RVT Investments Private Limited (ÃRVT InvestmentsÃ),
another promoter group company, was preferentially allotted 15,000,000
optionally convertible warrants at an exercise price of Rs 102.00 per
warrant. RVT Investments converted 12,500,000 of these warrants to
equity shares and have paid the full conversion amount for the
remaining 2,500,000 optionally convertible warrants. The total fund
infused by RVT Investments in your Company was Rs 153.00 crores.
SCHEME OF ARRANGEMENT - ACQUISITION OF HINDI NEWS CHANNEL ÃIBN7Ã
The Scheme of Arrangement (hereinafter referred to as ÃSchemeÃ) between
BK Fincap Private Limited (hereinafter referred to as ÃBK FincapÃ),
Jagran TV Private Limited (now known as IBN18 Media & Software Limited)
(hereinafter referred to as "JTV") and your Company, for the demerger
of the 24 hours Hindi News Channel "IBN7" from JTV and the merger of BK
Fincap into the Company (as detailed in the
Directors Report of the previous year) was approved by the HonÃble
Delhi and Allahabad High Courts. A copy of Order of HonÃble Delhi High
Court was filed by the Company with the Registrar of Companies, N.C.T.
of Delhi & Haryana on November 22, 2008. The Scheme came into effect
from the appointed dates i.e. October 1,2007 for the demerger of the
channel "IBN7" from JTV and October 2, 2007, for the merger of BK
Fincap into the Company. All assets and liabilities of JTV pertaining
to undertaking of Hindi News Channel ÃIBN7Ã and BK Fincap have merged
into the Company. Pursuant to aforesaid Scheme, your Company allotted
7,336,944 equity shares to the members of Gupta Family (Promoter family
of the Hindi daily, Dainik Jagran & shareholders of BK Fincap) and
8,969,211 equity shares to IBN18 Trust, which was created as a result
of the Scheme. Your Company is the sole benefciary of this Trust.
CHANGES IN CAPITAL STRUCTURE
During the year ended March 31, 2009, the paid-up equity share capital
of the Company increased from Rs. 267,281,630/- comprising of
133,640,815 equity shares of Rs. 2/- each to Rs. 358,302,956/-
comprising of 179,151,478 equity shares of Rs. 2/- each. The said
increase in paid-up equity share capital of the Company was consequent
to allotment of shares upon conversion of Convertible Warrants,
placement of shares through Qualified Institutional Placement and
allotment of shares pursuant to the Scheme of Arrangement of the
Company.
The Company has received the listing and trading approval for all the
aforesaid equity shares from Bombay Stock Exchange Limited and National
Stock Exchange of India Limited.
EMPLOYEES STOCK OPTION SCHEME
The GBN Employee Stock Option Plan 2007Ã (ÃESOP 2007Ã) was approved and
implemented by the Company. The Remuneration / Compensation Committee
of the Board of Directors of the Company administer ÃESOP 2007Ã and
options were granted to eligible employees of the Company and its
holding and subsidiary Companies in accordance with the provisions of
Companies Act, 1956 and the Securities and Exchange Board of India
(Employee Stock Option Scheme and Employees Stock Purchase Scheme)
Guidelines, 1999 (SEBI Guidelines) as amended from time to time. The
details as required to be disclosed under Clause 12 & 19 of ESOP
Guidelines of SEBI are detailed in the Annexure ÃAÃ to this Report.
During the year ended March 31, 2009, the Company, in beneficial
interest of its employees has revised the vesting schedule and exercise
price for 3,226,442 options, granted earlier and has granted 123,750
new options under the ESOP Scheme of the Company. A Certificate from
the Statutory Auditor of the Company for implementation of the ÃESOP
2007Ã in accordance with the SEBI Guidelines and the resolutions passed
by the members of the Company, will be made available for inspection by
the members at the ensuing Annual General Meeting of the Company.
MANAGEMENTÃS DISCUSSION AND ANALYSIS REPORT
In terms of requirement of Clause 49 of the Listing Agreement with the
Stock Exchange(s) ManagementÃs Discussion and Analysis Report
disclosing the operations of the Company in detail, is provided in a
separate part of the Annual Report.
DIRECTORS
Mr. Manoj Mohanka and Mr. Shahzaad Dalal, Directors of the Company,
retire by rotation at the ensuing Annual General Meeting and being
eligible, have offered themselves for re-appointment. On
re-appointment, Mr. Shahzaad Dalal will be an Independent Director on
the Board of your Company. Mr. Manoj Mohanka (Independent Director) is
Chairman of the Board of your Company. The relevant details of the
Directors proposed to be re-appointed are provided in the Corporate
Governance Report forming a part of this Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956 as amended, your Directors confirm:
i) that in the preparation of the annual accounts for the fInancial
year ended March 31,2009, the applicable Accounting Standards have been
followed;
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of
profit or loss of the Company for the year under review;
iii) that the Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
iv) that the Directors have prepared the accounts for the financial
year ended March 31, 2009 on a Ãgoing concernà basis.
GROUP AS DEFINED UNDER MONOPOLIES AND RESTRICTIVE TRADE PRACTICES ACT,
1969
Pursuant to intimation received from Promoter(s) the names of entities
constituting the ÃGroupà as defined under The Monopolies and
Restrictive Trade Practices Act, 1969 for the purpose of the SEBI
(Substantial Acquisition of Shares and Takeover) Regulations, 1997 is
disclosed elsewhere in this Annual Report.
SUBSIDIARY COMPANIES
During the year under review Jagran TV Private Limited (now known as
IBN18 Media & Software Limited) has become a Wholly Owned Subsidiary of
your Company, pursuant to the Scheme of Arrangement. After closure of
Financial Year 2008-09, IBN18 (Mauritius) Limited has became a Wholly
Owned Subsidiary of your Company. Besides these RVT Media Private
Limited, continues to be Wholly Owned Subsidiary of your Company.
A statement of your CompanyÃs interest in its Subsidiary Companies as
on March 31, 2009 is attached as Annexure ÃBÃ in terms of provisions of
Section 212 of the Companies Act, 1956.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Accounting Standard AS-21 on Consolidated Financial
Statements read with Accounting Standard AS Ã 23 on the Accounting for
Investments in Associates and Accounting Standard AS Ã 27 on Accounting
of Joint Ventures, issued by The Institute of Chartered Accountants of
India, the Audited Consolidated Financial Statements are provided in
this Annual Report.
AUDITORS & AUDITORS REPORT
The term of M/s. Deloitte Haskins & Sells, Chartered Accountants, the
Statutory Auditors of your Company, expires at the ensuing Annual
General Meeting. The Company has received a certificate from them to
the effect that their appointment, if made, would be within the
prescribed limit as mentioned under Section 224 (1B) of the Companies
Act, 1956. They are also not otherwise disqualified within the meaning
of Section 226(3) of the Companies Act, 1956.
Your Board has duly examined the Report issued by the Statutory
Auditors of the Company on the Accounts for the financial year ended
March 31, 2009. The Notes on Accounts, as presented in this Annual
Report, are self-explanatory in this regard and hence do not call for
any further clarification.
CORPORATE GOVERNANCE
Corporate Governance philosophy of the Company lies in following strong
Corporate Governance practices driven by its core values to enhance the
interests of all its stakeholders. A report on Corporate Governance
along with a Certificate from a Practicing Company Secretary confirming
the compliance of conditions on Corporate Governance as stipulated in
Clause 49 of the Listing Agreement forms a part of this Annual Report.
POSTAL BALLOT
The details of Postal Ballot process conducted by the Company during
the year under review are set out in the report on Corporate
Governance, annexed to this report.
PARTICULARS OF EMPLOYEES
The names and other particulars of employees are required to be set out
as an annexure to the DirectorÃs Report as required under Section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975. In terms of the provisions of
Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report
excluding the aforesaid annexure is being sent out to the members and
others entitled to receive the Annual Report of the Company. However
any member who is interested in obtaining such information may send a
written request for the same, to the Company Secretary of the Company
at the Corporate Office address of the Company.
ACCOLADES DURING THE YEAR
CNN-IBN, IndiaÃs leading 24-hour English news and current affairs
channel, operated by your Company, bagged 11 awards at the Indian News
Television (NT) Awards, including the award for best English language
news channel.
Various programmes of ÃIBN7Ã, your CompanyÃs 24-hour Hindi language
news and current affairs channel, have been adjudged best in their
respective categories.
In less than a year since its launch, ÃColorsÃ, a GEC operated by
Viacom18, has won several awards at leading television awards ranging
from India Today Women Achievers awards, Indian Television Academy
(ITA), Gr8 television and the PROMAX awards. "Balika Vadhu" one of
popular shows aired by Colors, has won 8 awards at the ITA Awards under
different categories during the year under review. MTV and Vh1 won
several awards at the prestigious PROMAX awards, a global platform for
recognizing excellence in TV promotions, design and packaging.
IBN Lokmat, 24-hour Marathi language news and current affairs channel,
being operated by your Companys Joint Venture Company, IBN Lokmat News
Private Limited has also received various awards including Best Marathi
News Channel at Sanskruit Kala Darpan
Rajani Awards 2009.
Details of various awards are covered in the Management Discussion and
Analysis Report, annexed to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the
Companies (Disclosures of particulars in the report of the Board of
Directors) Rules, 1988, the following information is provided:
A. Conservation of Energy
Your Company is not an energy intensive unit; however possibilities are
continuously explored to conserve energy and to reduce energy
consumption at production & editing facilities, studios, workstations
of the Company.
B. Technology Absorption
Your Company is conscious of implementing the latest technologies in
key working areas. Technology is ever-changing and employees of your
Company are made aware of the latest working techniques and
technologies through workshops, group e-mails, and discussion sessions
for optimum utilization of available resources and to improve
operational efficiency.
C. Foreign Exchange Earnings and Outgo
Disclosure of foreign exchange earnings and outgo as required under
Rule 2(C) is given in Schedule No. 15 ÃNotes on Accountsà forming part
of the Audited Annual Accounts.
The total foreign exchange earnings were Rs. 223.77 lakhs in the
financial year 2008-09 as against Rs. 23.45 lakhs during the previous
financial year. The total foreign exchange expenditure during the year
under review was Rs. 1973.40 lakhs as against Rs.1779.52 lakhs during
the previous financial year ended March 31, 2008.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their sincere
appreciation for the unstinted support given by all the employees,
bankers, and shareholders of the Company as well as various Government
departments towards the conduct of efficient and successful operations
of your Company.
For and on behalf of the Board of Directors
Place: Noida Sd/-
Date: June 29, 2009 Chairman
Mar 31, 2008
The Directors are pleased to present the 3rd Annual Report of ibn18
Broadcast Limited (formerly known as Global Broadcast News Limited)
together with the audited accounts for the financial year ended March
31,2008.
FINANCIAL RESULTS
The summarized Financial Results for the year ended March 31,2008 are
as follows:
(Rs. In Lakhs)
Particulars Financial Year ended Financial Year ended
March 31,2008 March 31, 2007
Net Revenues 13514.73 8,087.53
Operating profit (loss)
before interest and depreciation 1244.77 (1,778.99)
Interest 1211.83 829.93
Depreciation 624.56 509.55
Net profit (loss) before tax (591.62) (3,118.47)
Provision for taxes / deferred tax 95.00 85.00
Profit i (Loss) after tax (686.62) (3,203.47)
RESULT OF OPERATIONS
During the Financial Year 2007-08 your Company generated over Rs.
135.14 Crores in revenues, up from Rs. 80.88 Crores in the Financial
Year 2006-07. During the year under review, your Company has earned an
operating profit before interest and depreciation of Rs. 12.45 Crores
as against the loss of Rs. 17.79 Crores in the previous year and the
post tax loss of the current Financial Year fell to Rs. 6.87 Crores
from Rs. 32.03 Crores in the previous Financial Year 2006-07. Audited
Consolidated Financial Statements for the year ended March 31, 2008
also forms part of this Annual Report.
DIVIDEND
In the absence of profits during the financial year under review, the
Directors do not recommend any Dividend for the financial year ended
March 31, 2008.
TRANSFER TO RESERVES
Your Company has not made any transfer to the Reserves during the
financial year 2007-08.
DEPOSITS
During the year under review your Company has not accepted any deposits
from the public under Section 58A of the Companies Act, 1956.
STOCK SPLIT
To improve the liquidity of its shares in the stock markets, your
Company split each equity share into five shares, thereby reducing
their face value from Rs. 10/- per share pre-split to Rs. 2/- per share
post-split. The split was effected vide a resolution passed via Postal
Ballot notice dated December 19, 2007, the results of which were
declared on January 25, 2008. The Record Date for split was February
28, 2008.
ACQUISITION OF DIRECT STAKE IN JAGRAN TV PVT. LTD.
During the year under review your Company acquired 10.01% stake
(aggregating to 1,347,241 equity shares of face value of Rs. 10/- each)
in Jagran TV Private Limited from New Vernon Private Equity Limited.
SCHEME OF ARRANGEMENT
The Board of Directors of your Company at their meeting held on
December 19,2007 approved the Scheme of Arrangement (here in after
referred to as "Scheme") between your Company (hereinafter referred to
as "ibn18" or the "Company"), BK Fincap Private Limited (here in after
referred to as "BK Fincap") and Jagran TV Private Limited (hereinafter
referred to as "Jagran TV") under Section 391 read with Section 394 and
Sections 100 to 103 of the Companies Act, 1956. The Scheme involves the
consolidation of IBN 7the Hindi general news channel, currently
housed in Jagran TV with your Company. Accordingly, the Scheme seeks to
achieve the demerger of the IBN 7 News Undertaking of Jagran TV into
ibn18 with effect from October 1, 2007 and merge BK Fincap into ibn18
with effect from October 2, 2007. The Board of Directors of the Company
is of the view that the aforesaid consolidation will unlock significant
synergies in the businesses, leading to benefits that will maximize
value for stakeholders.
In accordance with clause 24(f) of the Listing Agreement, the Scheme
was approved by the Bombay Stock Exchange Limited and the National
Stock Exchange of India Limited vide their letter dated April 29, 2008
and May 5, 2008, respectively and pursuant to that necessary
applications were made with the Honble High Court of Delhi and Honble
High Court of Allahabad for approval of the Scheme. Currently, the
Scheme has been approved by the equity shareholders, secured and
unsecured creditors of your Company. The Scheme will come into force
from the date on which the order(s) of the Honble High Court of Delhi
and Honble High Court of Allahabad approving the Scheme are filed with
the Registrar of Companies. During the intervening period, Jagran TV
will carry on all business and activities relating to the IBN 7 News
Undertaking on behalf of ibn18, and all profits and losses relating to
IBN 7 News Undertaking will be treated as the profits or losses of
ibn18.
Post the consolidation of IBN 7 News Undertaking as envisaged in the
Scheme, your Company will emerge as an integrated prayer in the Indian
general news segment, thereby leveraging its strong brand name and its
affiliation with the Network 18 Group to further grow the businesses
being consolidated.
CHANGE OF NAME OF THE COMPANY
Your Company is a Network 18 group Company and to show its association
with the Network 18 Group, the name of the Company was changed from
Global Broadcast News Limited to "ibn18 Broadcast Limited" vide
resolution passed at the Extraordinary General Meeting of the Company
held on March 10, 2008. A fresh Certificate of Incorporation confirming
the change of name of the Company was issued by the Registrar of
Companies, NCT of Delhi & Haryana on April 2, 2008.
IBN (ibn) - These letters form the most integral part of the name of
the Television News Channels currently operated by your Company and
other group companies i.e. CNN IBN, IBN 7 & IBN Lokmat. Other news
channels that the Company may launch in the future are also likely have
IBN as an integral part of their names. The Companys television
channels are together referred to as the IBN Family of Channels.
Thus, IBN forms the common identity of the Companys news broadcasting
operations and the name of your Company was changed to reflect it.
18: Network 18 is a renowned name in the Media Industry and having the
number 18 in the name of your Company was integral to project a
common Group identity.
EMPLOYEES STOCK OPTION SCHEME
Your Company firmly believes that skilled and expert professionals are
invaluable assets of the Company. In order to retain existing employees
and to attract fresh talent, your Company introduced and extended the
policy of employee ownership by granting and issuing Options to
eligible employees and Directors of the Company and its holding and
subsidiary companies. During the year under review your Company has
implemented The GBN Employees Stock Option Plan 2007 ("ESOP 2007") in
accordance with the provisions of Companies Act, 1956 and the
Securities and Exchange Board of India (Employee Stock Option Scheme
and Employees Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines)
as amended from time to time. ESOP 2007 was ratified and approved by
the members of the Company at the Second Annual General Meeting of the
Company.
The Remuneration / Compensation Committee of the Board of Directors of
the Company administer the ESOP 2007. The total number of options
that may be granted under the ESOP 2007 were increased vide
shareholders resolution passed at the Extra Ordinary meeting of the
Company held on March 10, 2008 from 15 Lacs to 17 Lacs. The nominal
value of equity shares of the Company was sub-divided from Rs. 10/- per
share to Rs. 2/- per share during the year under review and the options
under the ESOP 2007 of the Company have been adjusted accordingly to
give effect to the same. Therefore, total number of options that can be
granted under ESOP 2007 have become 85 Lacs. The details as required to
be disclosed under Clause 12 & 19 of ESOP Guidelines of SEBI are
detailed in the Annexure A to this Report.
A Certificate from the Statutory Auditor of the Company for
implementation of the ESOP 2007 in accordance with the SEBI
Guidelines and the resolution passed by the members of the Company,
will be made available for inspection by the members at the ensuing
Annual General Meeting of the Company
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of requirement of Clause 49 of the Listing Agreement with the
Stock Exchange(s) Management Discussion and Analysis Report disclosing
the operations of the Company in detail is provided separately as a
part of Directors Report.
DIRECTORS
Mr. G. K. Arora and Mr. Hari S. Bhartia, Directors of the Company,
retire by rotation at the ensuing Annual General Meeting and being
eligible, have offered themselves for reappointment. The relevant
details of the Directors proposed to be re-appointed are provided in
the Corporate Governance Report forming a part of this Annual Report.
DIRECTORSRESPONSIBILITY STATEMENT
Pursuant to the provision of Section 217 (2AA) of the Companies Act,
1956 as amended, your Directors confirm:
i) that in the preparation of the annual accounts for the financial
year ended March 31,2008, the applicable Accounting Standards have been
followed;
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of
profit or loss of the Company for the year under review;
iii) that the Directors have taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) that the Directors have prepared the accounts for the financial
year ended March 31, 2008 on a going concern basis.
GROUP AS DEFINED UNDER MONOPOLIES AND RESTRICTIVE TRADE PRACTICES
ACT, 1969
Pursuant to intimation received from Promoter(s) the names of
Corporate(s) entities constituting the Group as defined under The
Monopolies and Restrictive Trade Practices Act, 1969 for the purpose of
the SEBI (Substantial Acquisition of Shares and Takeover) Regulations,
1997 is disclosed elsewhere in this Annual Report.
SUBSIDIARY COMPANY
The main thrust of operations of your Company is in Media and
Entertainment Industry and to explore more business opportunities in
the Media & Entertainment Industry your Company has acquired 100%
Equity stake in RVT Media Private Limited to make it a Wholly Owned
Subsidiary of the Company w.e.f. January 1, 2008. A statement of your
Companys interest in this Subsidiary Company is attached as Annexure -
B in terms of provisions of Section 212 of the Companies Act, 1956.
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Accounting Standard AS-21 on Consolidated Financial
Statements read with Accounting Standard AS - 23 on the Accounting for
Investments in Associates and Accounting Standard AS - 27 on Accounting
on Joint Ventures, issued by The Institute of Chartered Accountants of
India, the Audited Consolidated Financial Statements are provided in
this Annual Report.
AUDITORS & AUDITORS REPORT
The term of M/s. Deloitte Haskins & Sells, Chartered Accountants, the
Statutory Auditors of your Company, expires at the ensuing Annual
General Meeting. The Company has received a certificate from them to
the effect that their appointment, if made, would be within the
prescribed limit as mentioned under Section 224 (1B) of the Companies
Act, 1956. They are also not otherwise disqualified within the meaning
of Section 226(3) of the Companies Act, 1956. Your Board has duly
examined the Report issued by the Statutory Auditors of the Company on
the Accounts for the financial year ended March 31, 2008. the Notes on
Accounts as presented in this Annual Report are self-explanatory in
this regard and hence do not call for any further clarification.
POSTAL BALLOT
During the year under review your Company has conducted Postal Ballot
process thrice, pursuant to provisions of section 192A of the Companies
Act, 1956 read with Companies (Passing of Resolution by Postal Ballot)
Rules, 2001. The report on Corporate Governance contains the detail on
the said Postal Ballots conducted by the Company.
CORPORATE GOVERNANCE
Corporate Governance philosophy of the Company lies in following strong
Corporate Governance practices driven by its core values to enhance its
shareholders worth. A report on Corporate Governance along with
Certificate from Practicing Company Secretary confirming the compliance
of conditions oh Corporate Governance as stipulated in Clause 49 of the
Listing Agreement forms a part of this Annual Report.
PARTICULARS OF EMPLOYEES
The names and other particulars of employees are required to be set out
as the annexure to the Directors Report as required under Section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975. In terms of the provisions of
Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report
excluding the aforesaid annexure is being sent out to the members and
others entitled to receive the Annual Report of the Company. However
any member who is interested in obtaining such information may send a
written request for the same, addressed to the Company Secretary of the
Company at the following address: ibn18 Broadcast Limited Corporate
Office:
Express Trade Tower, Plot No. 15-16, Sector 16A, Noida, Uttar
Pradesh-201 301.
RECOGNITION
CNN-IBN, an English news channel of your Company was adjudged as the
Best English News Channel at NT Awards 2007. Besides this CNN-IBN
has also received awards for the Best Sports News Presenter, Best
Sports reporting by a television channel, Best Business News Show, Best
Daily Newscast and the Best News Documentary Programme, for their
respective English news categories. CNN-IBN also won the award for
Excellence in Journalism Award for Environment Reporting and Excellence
in Journalism Award for Political Reporting.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the
Companies (Disclosures of particulars in the report of the Board of
Directors) Rules, 1988, the following information is provided:
A. Conservation of Energy, Technology Absorption
Your Company is not engaged in any manufacturing activity and is not an
energy intensive unit therefore the provisions relating to conservation
of energy and technology absorption are not applicable. However to
conserve energy, regular efforts are made by the Company at its
production & editing facilities, studios, offices etc.
B. Foreign Exchange Earnings and Outgo
Disclosure of foreign exchange earnings and outgo as required under
Rule 2(C) is given in Schedule No. 15 "Notes on Accounts" forming part
of the Audited Annual Accounts.
The total foreign exchange earnings were Rs. 6.46 lakhs in the
financial year 2007-08 as against Rs. 112.59 lakhs during the previous
financial year. The total foreign exchange expenditure during the year
under review was Rs. 1031.21 lakhs as against Rs. 616.40 lakhs during
the previous financial year ended March 31, 2007.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their sincere
appreciation for the unstinted support given by all the employees,
bankers, and shareholders of the Company as well as various Government
departments towards the conduct of efficient and successful operations
of your Company.
For and on behalf of the Board of Directors
Place: Noida Sd/-
Date : July 28, 2008 Chairman