IBN18 Broadcast

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