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-0.4 (-1.12%)
-0.5 (-1.4%) | Notes to Accounts | Year End : Mar '12 |
1.1 Background
Network18 Media & Investments Limited (the Company) was incorporated
as SGA Finance and Management Services Private Limited in 1996. The
name was changed to Network 18 Fincap Private Limited in April 2006.
The Company was converted into a public company on 20 October 2006. The
name was further changed to its current name on 1 December 2007.
1.2 Scheme of arrangement
(i) The Board of Directors of the Company, on 7 July 2010 approved a
Scheme of Arrangement (the Scheme) with an overall objective of
simplifying the corporate structure of the Company and its
subsidiaries, associates and joint ventures (together referred to as
the Network18 Group). The Scheme has been approved by Honble High
Court of Delhi and made effective on 10 June 2011 with an appointed
date of 1 April 2010. As a consequence of the Scheme, Business News
Operations comprising of CNBC TV18 and CNBC Awaaz channels and
teleport business of Television Eighteen India Limited (TV18), a
subsidiary of the Company, has been transferred to another subsidiary -
ibn18 Broadcast Limited (now known as TV18 Broadcast Limited). The
remaining TV18 (post demerger of Business News Operations of TV18)
along with its investments stands merged with the Company. Further, in
consideration of the merger of the residual TV18 with the Company, on
23 June 2011, the Company had issued 23,695,044 equity shares to the
shareholders of TV18 (in the ratio of 13 equity shares of Rs. 5 for
every 100 equity shares in TV18 of Rs. 5). This represents 17% of the
total issued shares of the Company. In addition, in accordance with the
Scheme, the Web Undertakings of Web18 Software Services Limited and
Television Eighteen Commoditiescontrol.com Limited, Care Websites
Private Limited, RVT Investments Private Limited and Network18 India
Holdings Private Limited have been merged into the Company. The
remaining TV18, RVT Investments Private Limited and Network 18 India
Holdings Private Limited primarily held investments in other companies.
The web undertaking of Web18 Software Service Limited operates
certain websites. Television Eighteen Commodities control.com Limited
and Care Websites Private Limited do not carry out any significant
business operations.
(ii) The Board of Directors of the Company, on 7 July 2010, announced
and approved another Scheme of Arrangement (the Info media Scheme)
between Info media 18 Limited (Info media 18) and the Company and their
respective shareholders and creditors. As per the Info media Scheme, the
Business Directories business, the New Media business and the
Publishing business of Infomedia18 shall be demerged into the Company
while the Printing Press business of Info media 18 will continue to
remain with Infomedia18. The Info media Scheme has been approved by the
Honble High Court of Delhi on 22 May 2012 and made effective on 1 June
2012 with an appointed date of 1 April 2010.
Further, in consideration of the demerger of the Business Directories
business, the New Media business and the Publishing business of
Infomedia18 into the Company, on 19 June 2012, the Company had issued
3,679,356 equity shares to the shareholders of Infomedia18 (in the
ratio of 14 equity shares of Rs. 5 for every 100 equity shares in
Info media 18 of Rs. 10), This represents 2.5% of the total issued
shares of the Company. The demerged undertaking of Info media 18 is
engaged in publication of Yellow Pages (Business Directories), special
interest magazines and operating certain websites.
The above referred schemes of arrangement have been accounted for under
the pooling of interests method as modified for the provisions of
respective schemes of arrangement. The financial impact of these is as
follows:
Note: The Company also issued 11,586,782 equity shares to Network 18
Media Trust in respect of shares held by the Company in Television
Eighteen India Limited (refer note 14)
2. Basis of Preparation
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, (the Act) as adopted
consistently by the Company.
During the year ended 31 March 2012, the revised Schedule VI notified
under the Act has become applicable to the Company, for preparation and
presentation of its financial statements. The adoption of revised
Schedule VI does not impact recognition and measurement principles
followed for preparation of financial statements. However, it has
significant impact on presentation and disclosures made in the
financial statements. The Company has also reclassified the previous
year figures in accordance with the requirements applicable in the
current year.
Note:
Based on accounting prescribed in the Scheme referred to in Note 1.2,
the Company has fair valued its assets and liabilities and debited Rs.
6,334,691,091 the difference between such fair values and the
corresponding book values to the Securities Premium Account, which
otherwise as per Accounting Standards would have been debited to the
statement of Profit and Loss in the relevant previous years. If the
said amount would have been debited to the Statement of Profit and Loss
instead of debiting the Securities Premium Account, the loss for the
year ended 31 March 2012 would have substantially increased from Rs.
1,919,305,397 to Rs 8,253,996,488 representing a 330% increase and the
balance in Securities Premium Account would have substantially
increased from Rs. 11,529,409,772 to Rs. 17,864,100,863 representing a
35% increase.
A. During the year ended 31 March 2011, Roptonal Limited, Cyprus
(Roptonal) a subsidiary of the Companys jointly controlled entity,
Viacom18 Media Private Limited made a public offer for purchase of
entire issued capital of The Indian Film Company Limited, Guernsey
(TIFC). The Company and its subsidiary, Network18 Holdings Limited,
Cayman Islands (Network18 Holdings), in their capacity as
shareholders in TIFC accepted the public offer. Further, pursuant to an
agreement between Roptonal and Network 18 Holdings, Network 18 Holdings
has agreed to indemnify Roptonal against the amount, if any, by which
the net cash generated by TIFC from its existing film library in
respect of the period from the date on which the aforementioned public
offer becomes unconditional up to 21 July 2014 is less than the net
asset value of the film library as per the TIFCs therein mentioned
accounts for the year ended 31 March 2010.
Network 18 Holdings has also agreed to indemnify Roptonal against
certain Indian tax liabilities that may potentially arise in TIFC or
Roptonal in respect of certain withholding tax recoveries stated in
TIFCs financial statements and other taxes relating to the sale of
Network 18 Holding shares in TIFC. The aforementioned agreement
further provided that if Network18 Holdings does not undertake the
indemnity obligations agreed in the agreement, the indemnity shall be
provided by the Company.
During the year ended 31 March 2012, the Company carried out a fair
valuation exercise of the aforementioned film library and accordingly
provided an amount of Rs. 2,374,984,629 towards the said indemnity
obligation. In accordance with the Companys agreement with Network18
Holdings, any foreign exchange fluctuations arising at the time of
settlement of the aforementioned indemnity liability shall be borne by
Network18 Holdings.
Note: During the year ended 31 March 2012, the Company has expensed off
all accrued costs incurred up to 31 March 2011 in respect of business
directories not completed and dispatched up to that date.
3. Related party disclosures a. List of related parties
i. Direct subsidiaries by virtue of majority shareholding
- Television Eighteen India Limited (up to 10 June 2011)
- Television Eighteen Mauritius Limited
- Capital18 Fincap Private Limited (formerly known as VT Holdings
Private Limited)
- Television Eighteen Media and Investments Limited
- Network18 Holdings Limited, Cayman Islands
- Digital 18 Media Limited
- RRB Investments Private Limited
- NewsWire18 Limited
- Setpro18 Distribution Limited
- Network18 India Holdings Private Limited, (up to 10 June 2011)
ii. Direct subsidiaries by virtue of control of composition of the
board of directors
- TV18 Broadcast Limited
- Info media Press Limited (formerly known as Info media 18 Limited)
iii. Subsidiary companies of subsidiaries
- BK Holdings Limited, Mauritius
- Namono Investments Limited, Cyprus
- TV 18 UK Limited
- Capital 18 Limited, Mauritius
- Capital 18 Acquisition Corporation, Cayman Islands
- Web chutney Studio Private Limited
- RRK Finhold Private Limited
- RVT Finhold Private Limited
- Greycells 18 Media Limited
- Colosceum Media Private Limited
- Stargaze Entertainment Private Limited
- Web 18 Holdings Limited, Cayman Islands
- E-18 Limited, Cyprus
- Web 18 Software Services Limited
- Big Tree Entertainment Private Limited
- e - Eighteen.com Limited
- Money control Dot Com India Limited
- ibn18 (Mauritius) Limited
- AETN18 Media Private Limited
- RVT Media Private Limited
- TV18 HSN Holdings Limited, Cyprus
- TV18 Home Shopping Network Limited
- Blue Slate Media Private Limited
- Juxt Consult Research and Consulting Private Limited
- RVT Investments Private Limited (up to 10 June 2011)
- Television Eighteen Commoditiescontrol.com Limited (up to 10 June
2011)
iv. Associates and joint ventures of the subsidiaries
- Viacom18 Media Private Limited.
- IBN Lokmat News Private Limited.
- Reed Infomedia India Private Limited
- Ubona Technologies Private Limited
- 24 X 7 Learning Private Limited
- Viacom 18 US Inc
- Roptonal Limited, Cyprus
- Viacom 18 Media (UK) Limited
- The Indian Film Company Limited, Guernsey
- The Indian Film Company (Cyprus) Limited
- IFC Distribution Private Limited
- Wespro Digital Private Limited
v. Key Management Personnel
- Raghav Bahl (Also exercises control by virtue of having a
substantial interest in the voting power of the Company)
vi. Relatives of Key Management Personnel
- Ms .Subhash Bahl
- Ms. Ritu Kapur
- Ms. Vandana Malik
vii. Entities over which persons listed above are able to exercise
significant influence/control (With whom transactions have been
undertaken during the year)
- Network 18 Publications Limited
- VT Softech Private Limited
- Adventure Marketing Private Limited
- Watermark Infratech Private Limited
- Colorful Media Private limited
- RB Media Holdings Private Limited
- RB Holdings Private Limited
- Web18 Securities Private Limited
- BK Media Mauritius Private Limited
- Network18 Group Senior Professional Welfare Trust
- Network18 Employees Welfare Trust
- Indian International Film Advisors Private Limited
- Studio 18 UK Limited
- Studio 18 USA Limited
Defined contribution plan
The Company has contributed Rs. 36,495,422 (previous year Rs.
9,293,768) to Provident Fund.
Other long term employee benefits
The Company, along with its subsidiary company, TV18 Broadcast Limited,
has jointly established an Employee Welfare Plan dated 2 February 2009
for the benefit of their existing and future employees and to
administer the same, a Trust named Network18 Group Senior Professional
Welfare Trust has been constituted under the Indian Trusts Act, 1881
vide Trust Deed dated 19 February 2009.
The Employee Welfare Plan provides that any accretion to the corpus of
the Trust (like dividends, profit on sale of investments, interest
income, etc.) will be utilized for the benefit of beneficiaries upon
occurrence of certain specific events. It further provides that the
amount of benefit to be provided out of such accretion will be at the
discretion of the trustees.
During the year ended 31 March 2012 and 31 March 2011, there were no
net accretions to the corpus of the aforementioned Trust and
accordingly no liability or plan assets have been provided/recognized
in these financial statements.
4 Obligation on long term, non-cancellable operating leases
The Company has taken various office premises under operating lease
agreements. The lease term of these leases ranges between 11 months to
6 years and they are renewable by mutual consent. There are no sub
leases or restrictions imposed by lease arrangements. There are no
escalation clauses during the initial lease term. Lease payments during
the period recognized in the statement of profit and loss amount to -
Rs 194,415,789 (Rs. 22,003,782)
5. Contingent liabilities and other commitments
As at As at
31 March 2012 31 March 2011
(Rs.) (Rs.)
Capital commitments 125,551,672 122,600
The Company has issued letters of
financial support to certain
subsidiary companies - TV18 Home
Shopping Network Limited, E-18
Limited (Cyprus) and Web18 Sof
tware Services Limited.
Corporate guarantees given in
connection with borrowings of
subsidiaries
TV18 Broadcast Limited (Formerly
Ibn18 Broadcast Limited) 3,419,600,000 1,670,000,000
TV 18 Home Shopping Network Limited - 20,000,000
Newswire 18 Limited - 220,000,000
Television Eighteen India Limited
(now merged with the company) - 800,000,000
Info media Press Limited (formerly
Infomedia18 Limited) - 850,000,000
B K Holdings Limited, Mauritius 2,174,300,000 1,786,000,000
5,593,900,000 5,346,000,000
Contingent payments under agreements for sale of subsidiaries- Rs.
16,993,598 (previous year Rs. 16,993,598).
Other litigations:
Mr. Victor Fernandez and other (plaintiffs) had, on 25 August 2006,
filed a suit as derivative action on behalf of e- Eighteen.com Limited
before the High Court of Bombay against Mr. Raghav Bahl, Television
Eighteen India Limited (TV18, now merged with the Company) and other
TV18 group entities. The plaintiffs are minority shareholders of
e-Eighteen.com Limited and have alleged that Mr. Raghav Bahl, TV18,
ICICI Global Opportunities Fund and e- Eighteen.com Limited had entered
into a subscription cum shareholders agreement dated 12 September 2000
under which Mr. Raghav Bahl and TV18 had, inter alia, undertaken that
any opportunity offered to them shall only be pursued or taken up
through e-Eighteen.com Limited or its wholly owned subsidiaries. The
plaintiffs have alleged that Mr. Raghav Bahl and TV18 have promoted and
developed various businesses through various entities which should
have, under the aforesaid agreement, rightfully been undertaken by
e-Eighteen.com Limited or its wholly owned subsidiaries. The plaintiffs
have alleged that by not doing so Mr. Raghav Bahl and TV18 have caused
monetary loss to e-Eighteen.com Limited as well as to the plaintiffs.
The plaintiffs have valued their claim in the suit at Rs. 31,140.60
million and have, inter alia, prayed that Mr. Raghav Bahl, TV18 and
other TV18 group entities be ordered to transfer to e-Eighteen.com
Limited all their businesses, activities and ventures along with all
assets and intellectual property.
The plaintiffs had filed a notice of motion on 18 September 2006
seeking an interim relief. A reply had been filed with the Bombay High
Court on 14 November 2006. The said notice of motion was dismissed on 8
August 2008 against which the plaintiffs have filed an appeal before
the division bench of the Bombay High Court. The said appeal was
dismissed by the High Court on 21 September 2011.
Based on the legal advice by the legal counsel, management is of the
view that the above claim made by the plaintiffs is unlikely to succeed
and has accordingly made no provisions for the same in the financial
statements.
6. Utilization of money raised through right issue
The Company had allotted 10,296,451 partly paid preference shares on
rights basis to its equity shareholders during the year ended 31 March
2009. Out of this 10,284,379 partly paid preference shares were
converted into fully paid up shares till 31 March 2012 upon receipt of
full and final call money and balance 12,072 Partly paid preference
shares have been forfeited in the Board Meeting dated 16 July 2009 for
nonpayment of full and final call money amounting to Rs.1,207,200. The
status of utilization of rights issue proceeds is set out below:
7. Managerial remuneration paid, up to 31 March 2012, by the Company
amounting to Rs. 20,100,400 (31 March 2011- Rs 15,204,400) in excess of
the limits prescribed under the Companies Act, 1956 (the Act). The
Company is in the process of obtaining the necessary approvals as per
the Act.
8. Employee Stock Option Plans
a. The Companys Employee Stock Option Plans (ESOPs) framed in
accordance with the Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 (SEBI Guidelines) which have been approved by the Board of
Directors and the Shareholders are listed below. Schemes listed at
serial (i) to (vii) were established as mirror schemes of the then
existing ESOP schemes in Television Eighteen India Limited, in terms of
the Scheme of Arrangement.
i) The Network 18 Employees Stock Option Plan 2002 (ESOP 2002)
ii) The Network 18 Employees Stock Option Plan 2004 (ESOP 2004)
iii) The Network 18 Senior Employees Stock Option Plan 2004 (Senior
ESOP 2004)
iv) The Network 18 Employees Stock Option Plan 2005 (ESOP 2005).
v) The Network 18 Long Term Retention Employees Stock Option Plan 2005
(Long Term Retention ESOP 2005).
vi) The Network 18 Employees Stock Option Plan C 2007 ( ESOP C 2007)
vii) The Network 18 Employees Stock Option Plan 2007 ( ESOP 2007)
Note
During the year ended 31 March 2012, pursuant to the amalgamation of
TV18 with the Company, 3,251,819 options issued by TV18 were converted
into 422,736 options of the Company (in the ratio of 13 options of the
Company for every 100 options of TV18).
The exercise price of these options was determined by the Remuneration
Committee of the Company in their meeting held on 11 August 2011. The
replacement of stock options of TV 18 with the stock options of the
Company is a modification to the original grant. However, no
incremental intrinsic value was determined as a result of such
modification.
The Company has adopted the intrinsic value method as promoted by the
SEBI Guidelines and the Guidance Note on Accounting for Employee Share
Based Payment issued by the Institute of Chartered Accountants of India
for measuring the cost of the options granted.
Had the Company used the fair value method in accordance with Black
Scholes Model to determine employee stock compensation, its loss after
tax and loss per share as reported would have changed to the amounts
indicated below:
9. Due to Micro and Small Enterprises
The management has identified enterprises which have provided goods and
services to the Company and which qualify under the definition of micro
and small enterprises, as defined under Micro, Small and Medium
Enterprises Development Act, 2006 (MSMEDA). Accordingly, the disclosure
in respect of the amounts payable to such enterprises as at 31 March
2012 has been made in the financial statements based on information
received and available with the Company. Further in the view of the
management, the impact of interest, if any, that may be payable in
accordance with the provisions of the MSMEDA is not expected to be
material.
There are no transactions of loans and advances to subsidiaries,
associate firms/ companies in which directors are interested other than
as disclosed above.
There are no loans and advances in the nature of loans where there is
no repayment schedule or repayment beyond seven years or no interest or
interest below section 372A of the Companies Act 1956.
10. Barter transactions
During the year ended 31 March 2012, the Company had entered into
barter transactions, which were recorded at the fair value of
consideration receivable or payable. The statement of profit and loss
for the year 31 March 2012 reflects revenue from barter transactions of
Rs. 78,930,412 and expenditure of Rs.78,294,251 being the fair value of
barter transactions provided and received.
11. The Board of Directors, at their meeting held on 3 January 2012
decided to raise Rs 27,000,000,000 by issuing shares on rights basis
for, inter alia, (a) Investment in the Subsidiary, TV 18 Broadcast
Limited (b) Repayment/ prepayment of certain loans, redemption of
Secured Optionally Fully Convertible Debentures, redemption of
Preference Shares and repayment of Public Deposits and (c) General
Corporate Purposes. The Draft Letter of Offer for the aforesaid Rights
Issue has been filed with Securities and Exchange Board of India
(SEBI) and the necessary approval is awaited. Further terms and
conditions of the proposal of rights issue including the possible issue
price and size, and other relevant details shall be decided by the
Board, subject to necessary approval of SEBI and Stock Exchanges and
other appropriate authorities, in consultation with, inter alia, the
Lead Manager, Legal Advisor and Other Experts. The issue price shall
not exceed Rs 60/- (Rupees Sixty Only) per equity share which will be
fixed keeping in view the prevailing market conditions and in
accordance with the applicable provisions of laws, rules, regulations
and guidelines. |
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| Source : Dion Global Solutions Limited | |
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