1. Background
ibn18 Broadcast Limited (The Company or ibn18) was incorporated on
6 June, 2005 as Global Broadcast News Private Limited. The Company was
converted into a public limited Company and a revised Certificate of
Incorporation was issued to give effect to this change w.e.f. 12
December, 2005. Later, the name of the Company was changed to ibn18
Broadcast Limited (hereinafter referred as ibn18) and a revised
Certificate of Incorporation was issued to give effect to this change
on 02 April, 2008. The Company is in the business of broadcasting,
telecasting, relaying and transmitting general news programmes and
operates the news channels CNN IBN (consequent to a licensing and
content sharing agreement with Turner Broadcasting System Asia Pacific,
Inc.). The commercial operations of the Company commenced on 17
December, 2005. Further, after merger of ibn7 undertaking of ibn18
Media & software Limited (formerly Jagran TV Private limited), ibn18 is
broadcasting, telecasting, relaying and transmitting hindi general news
programmes and operates the news channel IBN7. Of the total equity
share capital of the Company, 64,892,544 equity shares (Previous year
47,724,140 equity shares) of face value of Rs.2 each are held by
Network 18 Media & Investments Limited (Network18) of which, 47,384,140
shares were issued to Network18 for consideration received other than
cash pursuant to scheme of amalgamation between the company and SRH
Broadcast News Holdings Private Limited.
Network18 Media & Investments Limited is the holding company by virtue
of management control over the Company''s operations.
The financial statements are prepared under the historical cost
convention on the accrual basis of accounting and in accordance with
the Generally Accepted Accounting Principles (GAAP) in India and comply
with the Accounting Standards prescribed by the Companies (Accounting
Standards) Rules, 2006 to the extent applicable and in accordance with
the provisions of the Companies Act, 1956 as adopted consistently by
the Company.
2 The Board of Directors of the Company in its meeting held on 7
July, 2010 considered and approved a Scheme of Arrangement (the
Scheme) between the Company, Network18 Media & Investments Limited
(''Network18''), Television Eighteen India Limited (''TV18'') and other
group companies, under sections 391 to 394 read with section 78, 100 to
103 of the Companies Act, 1956. As per the Scheme, TV18''s television
businesses inter-alia consisting of business news channels viz. CNBC
TV18 and CNBC Awaaz will be demerged and consolidated with the Company.
On the same date, ibn18 Media Software Limited (ibn18 Media) a
subsidiary of the Company and iNews.com Limited (iNews) will be merged
into the Company and since these are either the wholly owned subsidiary
or will become wholly owned subsidiary pursuant to scheme, no
consideration will be payable to their shareholders. As per the Scheme,
the shareholders of TV18 will be given 68 shares of the Company in lieu
of 100 shares held in TV18.
The shareholders of the Company approved the Scheme on 21 December,
2010. The Scheme has been sanctioned by the Hon''ble High Court of Delhi
on 26 April, 2011. The appointed date for the proposed restructuring is
1 April, 2010 and the Scheme shall be effective when the certified
copies of the High Court Orders are filed with the jurisdictional
Registrar of Companies, which is still pending. Accordingly no effect
of the proposed restructuring has been given in these financial
statements. Upon the Scheme becoming effective, the results of
operations, assets and liabilities relating to the television business
of TV18, shall be transferred to the Company. Further ibn18 Media and
iNews will be merged with the Company.
3 Capital commitment, contingent liabilities and litigations
a. Estimated amounts of contracts remaining to be executed on capital
account (net of advances) Rs.2.90 million (Previous year Rs. 0.86
million).
b. The Company has purchased capital equipment under the ''Export
Promotion Capital Goods Scheme''. As per the terms of the licenses
granted under the scheme, the Company has undertaken to achieve an
export commitment of Rs. 740.64 million (Previous year Rs. 740.64
million) over a period of 8 years commencing from 10 August, 2005. In
the event the Company is unable to execute its export obligations, the
Company shall be liable to pay customs duty of Rs. 92.58 million
(Previous year Rs. 92.58 million) and interest on the same at the rate
of 15 per cent compounded annually. The banks have given a guarantee
amounting to Rs. 115.30 million (Previous year Rs. 115.30 million) on
behalf of the Company to the custom authorities for the same. The
Company is hopeful of meeting the required export obligation.
c. The bank has given a guarantee amounting to Rs. 25.00 million
(Previous year Rs. 25.00 million) on behalf of the Company to The
Listing Department, Bombay Stock Exchange Limited.
d. The Company has given corporate guarantees of Rs. 249.00 million
(Previous year Rs. 272.5 million) towards credit facility given by
banks to IBN Lokmat. As at the year end Rs. 146.38 million was
outstanding in respect of such loans.
e. The Company has received legal notices of claims / lawsuits filed
against it relating to infringement of copyrights, objectionable
contents and defamation suits in relation to the programmes produced by
it, the aggregate claim being Rs. 3,124.15 million (Previous year Rs.
3,124.11 million). In the opinion of the management, no material
liability is likely to arise on account of such claims/law suits and
thus no provision has been made against these in financial statements.
4 Share Capital
The shareholders of the Company at the Extra Ordinary General Meeting
held on 22 December, 2008 had approved the issue and allotment of
15,000,000 Convertible Warrants (Warrants) at a price of Rs.102/- each
in accordance with the provisions of Chapter XIII of the Securities and
Exchange Board of India (Disclosure and Investor Protection)
Guidelines, 2000 to RVT Investments Private Limited (RVT Investments),
a promoter group company. The Company had allotted the aforesaid
Warrants on 13 January, 2009 pursuant to which the Company received Rs.
153 Million being 10% of the total amount of Rs. 1,530 million in
respect thereof.
RVT Investments had in the year ending 31 March, 2009 applied for
conversion of 12,500,000 Warrants and paid Rs. 1,147.50 million towards
balance amount payable (Rs. 91.80 per share). The Company had allotted
12,500,000 equity shares of face value of Rs. 2/- each upon conversion
of Warrants at a premium of Rs 100/- per equity share as per the terms
of issue of Warrants.
As at 1 April, 2009, 2,500,000 fully paid up Warrants amounting to Rs.
25.50 Million were outstanding for conversion into equity shares. The
Company had received the share application money against these Warrants
for conversion into equity shares. During the year ending 31 March,
2010, the Company had allotted 2,500,000 equity shares of face value of
Rs. 2/- each upon conversion of remaining Warrants at a premium of Rs
100/- per equity share as per the terms of issue of Warrants.
5 Secured Loans
a. Cash credit from banks of Rs 674.72 million are secured as follows:
i. Cash credit facility of Rs 547.35 million are secured as follows:
- First pari passu charge on all the current assets of the company.
- Additionally secured by unconditional and irrevocable corporate
guarantee of Network18 Media & Investments Limited
- Cash credit facility of Rs. 159.98 million is additionally secured by
second charge on the Company''s movable fixed assets.
ii. Cash credit facility of Rs. 127.37 million is secured by
hypothecation of book debts.
b. The term loan of Rs. 555.02 million taken from banks is secured as
follows:
i. Term loan of Rs. 40 million is secured by:
- First charge on the Company''s movable assets, subject to the charges
on current assets created/to be created in favour of the Company''s
bankers for securing borrowings for working capital requirements.
- Unconditional and irrevocable personal guarantee of a Director.
- Letter of comfort from Television Eighteen India Limited (TV18)
whereby TV18 undertakes to take all necessary steps to ensure that the
Company fulfils all necessary obligations under the agreement including
arrangement of funds for payment to the bank in accordance with the
terms and conditions of the loan agreement.
ii. Term loan of Rs. 74.03 million is secured by:
- First charge over entire fixed assets pool of IBN7 amounting to Rs
320.40 million as on 31 March 2009
- Unconditional and irrevocable corporate guarantee of Network18 Media
& Investments Limited
iii. Term loan of Rs. 20.15 million is secured by:
- First charge on all movable assets including plant and machinery and
equipment acquired / to be acquired out of the proceeds of the term
loan of IBN7
- Unconditional and irrevocable corporate guarantee of Network18 Media
& Investments Limited
iv. Term loan of Rs. 320.84 million is secured by:
- Subservient charge on all movable fixed assets (all present & future)
of the Company.
- Unconditional and irrevocable corporate guarantee of Network18 Media
& Investments Limited, to remain valid during currency of credit
facility.
v. Term loan of Rs. 100.00 million is secured by:
- Subservient charge on all movable fixed assets (all present & future)
of the Company.
- Unconditional and irrevocable corporate guarantee of Network18 Media
& Investments Limited, to remain valid during currency of credit
facility.
- Exclusive charge over the assets purchased.
c. Other secured loans are secured by hypothecation of vehicle and
plant and machinery.
6 Investments
1. Having regard to the long term investment and strategic involvement
with the Company, no provision is considered necessary for diminution
in the value of following investment and advance for share application
paid:
a. Investments in Viacom18 Media Private Limited (Viacom18)
The Company had in earlier years subscribed to 12 million ''Investor
Warrants'' of USD 3.33 (Rs.148.68 approximately) per warrant aggregating
to USD 40 million (Rs.1,786.00 million approximately) in Viacom18 as
follows:
i. Series A - 4,500,000 warrants
ii. Series B - 4,500,000 warrants
iii. Series C - 3,000,000 warrants
and had paid Rs. 1 each for these warrants aggregating to Rs. 12
million.
Each warrant was convertible into one fully paid up equity share of
Viacom18 on exercise of options and on payment of the balance of the
stipulated warrant consideration price. The option was exercisable
during a period of 12, 24 and 36 months from the date of allotment of
warrants of A, B , and C series respectively.
As at the year ended 31 March 2011, the Company has an amount of Rs 200
million outstanding towards share application money and Rs. 440.20
million outstanding towards the balance consideration payable for the
subscribed and allotted warrants of Series C which warrants are yet
to be converted by Viacom18. These amounts are disclosed under loans
and advances.
The Company''s total investments in the capital of Viacom18 is Rs.
6,744.23 million as at the year ended 31 March 2011.
As at 31 March 2011, Viacom18 has accumulated losses and its net worth
has been partially eroded.
b. Investments in IBN Lokmat Private Limited (IBN Lokmat)
The Company had invested Rs 437.75 million in IBN Lokmat. As at 31
March 2011, IBN Lokmat has significant accumulated losses and its net
worth has been substantially eroded.
c. Investment in RVT Media Private Limited (RVT Media)
The Company had invested Rs. 26.20 million (including share application
money) in RVT Media. RVT Media has consolidated accumulated losses and
its networth has been partially eroded.
2. Provision is considered necessary for diminution in the value of
following investment:
a. Investment in ibn18 Mauritius Limited (ibn18 Mauritius)
The Company had invested Rs. 658.94 million (including amount paid for
Debentures) in ibn18 Mauritius. ibn18 mauritius has significant
accumulated losses and its networth has been completely eroded.
Accordingly, the Company had made a provision of Rs. 658.94 million
towards diminution in the value of total investment.
7 Earnings per share (EPS)
Basic earnings per equity share have been computed by dividing net
profit after tax by the weighted average number of equity shares
outstanding for the year ended 31 March, 2011. Diluted earnings per
equity share have been computed using the weighted average number of
equity shares and dilutive potential equity shares outstanding during
the year. The details are:
8 Deferred tax
The Company has carried out its tax computation in accordance with the
mandatory standard on accounting, AS 22 – ''Accounting for Taxes on
Income'' referred in Companies (Accounting Standards) Rules, 2006. In
view of its significant accumulated losses, the Company has not
provided for deferred tax assets as there is no virtual certainty that
there will be sufficient future taxable income available to realise
such assets. In accordance with the same no deferred tax asset /
liability was required at the year end.
9 Segmental reporting
The Company is engaged in the business of production and telecast of
news and current affairs programmes primarily in India. As the Company
operates in a single business and geographical segment, the reporting
requirements for primary and secondary segment disclosures prescribed
by paragraphs 39 to 51 of Accounting Standard 17 Segment Reporting,
have not been provided in these financial statements.
10 Employee Benefits
a. Description of the Gratuity plan
The gratuity liability arises on retirement, withdrawal, resignation
and death of an employee. The aforesaid liability is calculated on the
basis of fifteen days salary (i.e. last drawn salary plus dearness
allowance) for each completed year of service subject to completion of
five years service.
11. GBN Employees Stock Option Plan 2007 (ESOP 2007)
a. The Company had established an Employee Stock Option Plan (ESOP
2007) in accordance with the Securities and Exchange Board of India
(Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 which have been approved by the Board of Directors and
the shareholders. A remuneration/ compensation committee comprising
independent, non executive members of the Board of Directors
administers the ESOPs. All options under the ESOPs are exercisable for
equity shares. The Company had declared stock split of 1 equity share
of face value of Rs. 10 each in 5 equity share of Rs. 2 each through
postal ballot dated 19 December 2007, the results of which were
declared on 25 January 2008. The Company plans to grant upto 1,700,000
(8,500,000 options pursuant to split of 1 share of face value of Rs.10
in 5 shares of face value of Rs.2 each) options to eligible employees
and directors of the Company and its subsidiaries and holding company
of the Company.
b. Options which have been granted under ESOP 2007 shall vest with the
grantee equally over a four year period from the date of grant. The
exercise period of the options is a period of two years after the
vesting of the options. Each option is exercisable for one equity share
of Rs. 10 each (for one equity share of Rs 2 each after split) fully
paid up on payment of exercise price (as determined by the
remuneration/compensation committee) of share determined with respect
to the date of grant. The Company has granted 5,020,642 options upto 31
March, 2011.
d. The Finance Act 2009 has abolished Fringe Benefit Tax (FBT) on
Employees'' Stock Option Plan, hence there is no charge in these
financial statements.
12. Related Party disclosures
a. Related parties and their relationships Holding Company
i. Network18 Media & Investments Limited (Network18) (formerly
Network18 Fincap Limited)
Subsidiary Companies
i. RVT Media Private Limited (RVT Media)
ii. ibn18 Media and Software Limited (ibn18 Media) (Formerly Jagran TV
Private Limited (Jagran TV)
iii. ibn18 (Mauritius) Ltd w.e.f 1 April, 2009
iv AETN18 Media Private Limited (AETN18) w.e.f 22 November, 2010
Joint Venture
i. IBN Lokmat News Private Limited (IBN Lokmat)
ii. Viacom18 Media Private Limited (Viacom18) w.e.f 1 April, 2009
Fellow Subsidiaries
i. Television Eighteen India Limited (TV18)
ii. Network18 India Holdings Private Limited (N-18 Holding)
iii. Setpro18 Distribution Limited (Setpro18), formerly Setpro 18
Distribution Private Limited
iv. Television Eighteen Mauritius Limited, Mauritius (TEML)
[Subsidiary of TV18]
v. NewsWire18 Limited (Newswire), formerly News Wire18 India Private
Limited till 27 February, 2009 [Subsidiary of TV18]
vi. RVT Investments Private Limited (RVT) [Subsidiary of TV18]
vii. Infomedia 18 Limited (Infomedia) w.e.f 21 August, 2008
[Subsidiary of TV18]
viii. Web18 Holdings Limited, Cayman Islands (Web18 Holding)
[Subsidiary of TEML]
ix. BK Holdings Limited, Mauritius (BKH) [Subsidiary of TEML]
x. TV18 UK Limited (TV18 UK) [Subsidiary of TEML]
xi. E-18 Limited, Cyprus (E-18, Cyprus) [Subsidiary of Web18 Holding]
xii. e-Eighteen.com Limited (E-18) [Subsidiary of E-18, Cyprus]
xiii. Television Eighteen Commoditiescontrol.com Limited (TECCL)
[Subsidiary of E-18, Cyprus]
xiv. Web18 Software Services Limited (Web18) [Subsidiary of E-18,
Cyprus]
xv. Care Websites Private Limited (Care) w.e.f. 14 February, 2008
[Subsidiary of E-18, Cyprus]
xvi. Moneycontrol Dot Com India Limited (MCD) [subsidiary of E-18]
xvii. TV18 Home Shopping Network Limited (TV18 HSN)
xviii.Bigtree Entertainment Private Limited (Bigtree)
xix. Digital18 Media Limited (Digital18) w.e.f. 01 July, 2010
Individual exercising control
i. Raghav Bahl (RB)
Key management personnel and their relatives
i. Sameer Manchanda (SM) upto 22 October, 2010
ii. Rajdeep Sardesai (RS)
iii. Sagarika Ghose (SG)
Entity under significant influence
i. SGA News Limited (SGA News) upto 18 August, 2010
ii. Greycells 18 Media Limited (Greycells)
iii. Digital18 Media Limited (Digital18) upto 30 June, 2010
13. Barter Transactions
During the year ending 31 March, 2011, the Company had entered into
barter transactions, which were recorded at the fair value of
consideration receivable or payable. The Income from operations for the
year ended 31 March, 2011 has been net of, to reflect revenue from
barter transactions of Rs. 102.32 million and expenditure of Rs. 93.93
million being the fair value of barter transactions provided and
received.
14. Transfer Pricing
As per the Transfer Pricing Rules of the Income tax Act, 1961 every
company is required to get a transfer pricing study conducted to
determine whether the international transactions with associated
enterprises were undertaken at an arm''s length basis for each financial
year end. Transfer pricing study for the transactions during the year
ended 31 March, 2011 is currently in progress and hence adjustments if
any which may arise there from have not been taken into account in
these financial statements for the year ended 31 March, 2011 and will
be effective in the financial statements for the year ended 31 March,
2012. However in the opinion of the Company''s management, adjustments,
if any, are not expected to be material.
15. Disclosures as per Micro, Small and Medium Enterprises Development
Act, 2006 (MSMED)
Based on the information available with the Company, the balance due to
micro and small enterprises as defined under the MSMED Act, 2006 is Rs.
Nil (Previous year Rs. Nil) and no interest has been paid or is payable
under the terms of the MSMED Act, 2006.
16. Foreign exchange forward contracts
The Company does not use foreign currency forward contracts to hedge
its risks associated with foreign currency fluctuations relating to
certain firm commitments and forecasted transactions.
17. Previous year''s amounts have been reclassified/ regrouped to
conform to the current year''s presentation.
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