MARKET RADAR
SENSEX     NIFTY      
Moneycontrol.com India | Notes to Account > Media & Entertainment > Notes to Account from Television Eighteen - BSE: 532299, NSE: TV-18
YOU ARE HERE > MONEYCONTROL > MARKETS > MEDIA & ENTERTAINMENT > NOTES TO ACCOUNTS - Television Eighteen
Television Eighteen
BSE: 532299|NSE: TV-18|ISIN: INE889A01026|SECTOR: Media & Entertainment
SET ALERT
|
ADD TO PORTFOLIO
|
WATCHLIST
  
Television Eighteen is not traded in the last 30 days
Television Eighteen is not traded in the last 30 days
Explore TV 18 connections « Mar 09
Notes to Accounts Year End : Mar '10
1.  Capital commitments, contingent liabilities and litigation
 
 a.  Estimated amounts of contracts remaining to be executed on capital
 account (net of advances) Rs. 2.34 million (Previous year Rs.  6.48
 million).
 
 b.  Claims against the Company not acknowledged as debts include
 demands raised by Income Tax authorities Rs. 84.93 million (Previous
 year Rs. 82.47 million). Amounts deposited by the Company against these
 claims – Rs. 82.41 million (Previous year Rs. 69.38 million). No
 provision has been made in the accounts for these demands as the
 Company expects a favorable decision in appeal.
 
 c.  Guarantees given by banks on behalf of the Company outstanding at
 year end Rs. 37.77 million (Previous year Rs. 14.99 million).
 
 d.  The Company and its subsidiary iNews.com Limited have extended
 corporate guarantee amounting to Rs. 50.90 million (Previous year Rs.
 50.90 million), in favour of ICICI Home Finance Company Limited in
 consideration of loan facility extended by ICICI Home Finance Company
 Limited to the employees of the Company. As at the year end, Rs. 47.92
 million (Previous year Rs. 48.28 million) was outstanding in respect of
 such loan.
 
 e.  The Company has given corporate guarantee of Rs. 320 million
 (Previous year Rs. 320 million) towards fund based/non - fund based
 credit facility given by ICICI Bank Limited to ibn18 Broadcast Limited
 (formerly Global Broadcast News Limited). As at the year end, Rs. 120
 million (Previous year Rs. 200 million) was outstanding in respect of
 such loan.
 
 f.  The Company has extended corporate guarantees of USD 25 million
 i.e. approximately Rs. 1,128.50 million (Previous year USD 25 million
 i.e. approximately of Rs. 1,273.75 million) to The Hongkong and
 Shanghai Banking Corporation Limited for loans taken from Kingfsher
 Capital CLO Limited by Capital 18 Limited, a company incorporated in
 Mauritius and a step down subsidiary of the Company. As at the year
 end, USD 25 million i.e. approximately Rs. 1,128.50 million (Previous
 year Rs. 1,273.75 million) was outstanding in respect of such loan.
 
 g.  The Company has extended corporate guarantees of USD 85 million
 i.e. approximately Rs. 3,836.90 million (Previous year Rs.  4,330.75
 million) to ICICI Bank Canada for BK Holdings Limited, a company
 incorporated in Mauritius and a step down subsidiary of the Company. As
 at the year end, USD 80 million i.e. approximately Rs. 3,611.20 million
 (Previous year Rs. 4,076 million) was outstanding in respect of such
 loan.
 
 h. The Company has extended corporate guarantee of USD 40 million i.e.
 approximately Rs. 1,805.60 million (Previous year USD 40 million i.e.
 approximately Rs. 2,038 million) to Viacom 18 Media Private Limited
 (Viacom) (formerly MTV Networks India Private Limited) for and on
 behalf of BK Holdings Limited, Mauritius in respect of investments to
 be made by BK Holdings Limited. Further, as at the year end USD 10
 million i.e. approximately Rs. 451.40 million (Previous year USD 25
 million i.e approximately Rs.  1,273.75 million) was outstanding in
 respect of such committed investments.
 
 i. The Company has purchased fxed assets under the ‘Export Promotion
 Capital Goods Scheme’. As per the terms of the license granted under
 the scheme, the Company had undertaken to achieve an export commitment
 of Rs. 398.34 million (Previous year Rs.  398.34 million) over a period
 of 8 years, which expire over the period 7 August, 2013 to 13 November,
 2014 and would have been liable to to pay customs duty of Rs. 23.51
 million (Previous year Rs. 26.47 million) and interest on the same at
 the rate of 15 per cent compounded annually in the event of non
 fullflment of the export obligations. The Company has fulflled its
 export obligations of Rs. 351.32 million and has made an application to
 the Director General of Foreign Trade for issuance of the export
 obligation discharge certifcates (EODC), the balance commitment being
 Rs. 47.02 million as at the year end. Subsequent to the year end, the
 Company has received EODC aggregating to Rs. 233.77 million.
 
 j. Mr. Victor Fernandes and other (plaintiffs) had on 25 August, 2006
 fled 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) 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 fled a notice of motion on 18 September, 2006 seeking an
 interim relief. A reply had been fled 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 fled an appeal before the
 division bench of the Bombay High Court. The said appeal is pending for
 hearing and fnal disposal.
 
 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 in the fnancial statements.
 
 k. The Company has received legal notices of claims, lawsuits and
 proceedings fled against it which arise in the ordinary course of the
 business and relating to monetary loss and defamation suits in relation
 to the news content broadcast by the Company and /or TV18 group
 entities {the aggregate claim in respect of the latter being Rs.
 3,100.00 million, (Previous year Rs. 3,100.00 million)}.  In the
 opinion of the management, no material liability is likely to arise on
 account of such claims/law suits in relation to its fnancial position,
 or results of operations.
 
 2.  Based on the Institute of Chartered Accountants of India’s
 announcement on 29 March, 2008 dealing with the accounting for
 derivatives and keeping in view the application of prudence as
 enunciated in AS-1, the Company has recognised losses of Rs. 71.87
 million (previous year Rs. 87.05 million) for the year ended 31 March,
 2010 on derivative transactions.
 
 3.  Barter Transactions
 
 During the year ended 31 March, 2010, the Company had entered into
 barter transactions, which were recorded at the fair value of
 consideration receivable or payable. The proft and loss account for the
 year ended 31 March, 2010 has been grossed up to refect revenue from
 barter transactions of Rs. 57.88 million (previous year Rs. 83.02
 million) and expenditure of Rs. 67.73 million (previous year Rs. 83.78
 million) being the fair value of barter transactions provided and
 received.
 
 4.  Change in Authorised Share Capital and Rights Issue
 
 a.  Increase in the Authorised Share capital
 
 The Company had given a postal ballot notice dated 13 May, 2009 to its
 shareholders pursuant to Section 192A of the Companies Act, 1956 for
 reclassifcation of the authorised share capital of the Company
 comprising 20,00,00,000 equity shares of Rs. 5 per share and 5,00,000
 preference shares of Rs. 100 each aggregrating to Rs. 1,050,000,000, to
 210,000,000 equity shares of Rs. 5 each aggregating to Rs.
 1,050,000,000 and for increasing the authorised share capital of the
 Company from Rs. 1,050,000,000 (comprising 210,000,000 equity shares of
 Rs. 5 each) to Rs. 2,050,000,000 (comprising 410,000,000 equity shares
 of Rs. 5 each).  The result of the postal ballot was announced on 22
 June, 2009 whereby the aforesaid resolutions were duly approved by the
 shareholders of the Company.
 
 b.  Rights issue
 
 During the current year the Company has made a rights issue of
 60,007,121 equity shares of Rs. 5 each at a premium of Rs. 79 per share
 aggregating to Rs. 50,405.98 lakhs to the existing shareholders of the
 Company. The rights issue opened on 29 September, 2009 and closed on 14
 October, 2009.
 
 Pursuant to the approval dated 26 October, 2009 of the Right Issue
 Committee, the Company has allotted 60,007,121 equity shares of Rs. 5
 each at a premium of Rs. 79 per share. The Company has called Rs. 21
 per share on application, Rs. 29.40 per share on frst call and Rs.
 33.60 per share on fnal call on the alloted shares. The rights issue
 resulted in an increase in the equity share capital by Rs. 2,940.16
 lakhs and securities premium by Rs. 46,454.50 lakhs. The Company has
 incurred expenses of Rs. 1,629.58 lakhs (Rs 406.53 lakhs upto 31 March,
 2009) in connection with the rights issue of equity shares. This amount
 has been set off against the securities premium arising from the issue
 of shares on rights basis, as permitted under Section 78 of the
 Companies Act, 1956.  As on 31 March, 2010, there were 1,979,148 partly
 paid shares in respect of which calls were in arrears.
 
 5.  Equity Warrants
 
 The Company, in its extra ordinary general meeting held on 6 October,
 2007, approved the issue and allotment of 5,000,000 convertible
 warrants (the warrants) of Rs. 796 each in accordance with the
 provisions of Securities and Exchange Board of India (Disclosures and
 Investor Protection) Guidelines, 2000 to network18 India Holdings
 Private Limited (N-18 Holding), a fellow subsidiary of the Company.
 The Company allotted the warrants on 10 October, 2007 pursuant to which
 the Company received Rs. 398 million being 10% of the total amount of
 Rs. 3,980 million in respect thereof.
 
 As per the terms of allotment each warrant is convertible into one
 fully paid up equity share of face value of Rs. 5 each at a premium of
 Rs. 791 per share on exercise of the option to convert the warrant into
 an equity share and is to be further adjusted for corporate actions
 such as bonus issue, right issue etc.
 
 Subsequent to the bonus issue of 1:1, declared in the AGM of the
 Company held on 7 September, 2007 (record date 18 October, 2007),
 warrants held by N-18 Holding are convertible into two fully paid up
 equity shares of face value of Rs. 5 each at a premium of Rs. 393 per
 share on exercise of the option to convert the warrants into equity
 shares. N-18 Holding had exercised the option to convert 2,500,000
 warrants and 50,000 warrants during the year ended 31 March 2008 and 31
 March 2009 respectively and the Company had issued 5,100,000 fully paid
 up equity shares of Rs. 5 each at a premium of Rs. 393. Further, N-18
 Holding indicated its unwillingness to exercise the option to convert
 the balance 2,450,000 warrants into equity shares due to adverse market
 conditions. Consequently Rs. 195.02 million representing 10% of the
 amount received pursuant to the allotment of such warrants was
 forfeited and transferred to capital reserve during the previous year.
 
 6.  Zero Coupon Secured Partly Convertible Debentures (ZCSPCD)
 
 The Company had, during the year ended 31 March, 2003, issued 895,546
 ZCSPCD of face value of Rs. 150 each for cash at par on right basis to
 the existing equity shareholders of the Company in the ratio of 1
 ZCSPCD for every 13 equity shares held. Rs. 20 of the ZCSPCD was to be
 converted into two equity shares of Rs. 10 each. Accordingly, the
 Company had allotted 1,791,092 shares to the ZCSPCD holders. The
 balance of Rs. 130 was to be redeemed together with a premium of 25% of
 the value redeemed in four annual installments commencing from the end
 of the third year of the issue date. The premium on debentures is
 charged to the share premium account.
 
 The ZCSPCDs holder’s interest in respect of redemption thereof, all
 costs, charges, expenses and other monies were secured by way of an
 exclusive charge on land and frst pari passu charge on the other fxed
 assets of the Company.
 
 The frst, second and third installments of redemptions were paid in
 February 2006, March 2007 and February 2008 respectively. The fourth
 and fnal installment of Rs. 80.04 million (comprising principal Rs.
 64.03 million and premium Rs. 16.01 million) was paid during the
 previous year. Further, Rs. 114.01 million was transferred out of the
 debenture redemption reserve on redemption of debentures during the
 previous year ended 31 March 2009.
 
 7.  Secured Loans
 
 a.  Cash credit and working capital demand loan of Rs. 498.58 million
 with banks are secured by frst charge on all current assets of the
 Company on pari passu basis with other working capital lenders.
 
 b.  Term loans from banks as on 31 March, 2010 amounted to Rs. 1,089.05
 million:
 
 i.  Out of the above, Rs. 12.14 million is secured by frst charge on
 pari passu basis on the Company’s movable fxed assets (except for the
 fxed assets specifcally charged to other lenders);
 
 ii.  Out of the above, Rs. 500.00 million is secured by subservient
 charge on movable fxed assets and is also supported by a letter of
 comfort provided by Mr. Raghav Bahl; 
 
 iii.  Out of the above, Rs. 576.91 million is secured by way of frst
 charge on the assets fnanced out of the loan and is also supported by
 way of pledge of shares held by the promoters/ group entities and
 personal guarantee of Mr. Raghav Bahl.
 
 c.  Other loans from banks amounting to Rs. 9.60 million are secured by
 hypothecation of vehicles fnanced by them.
 
 d.  Term Loans from others as on 31 March, 2010 amounted to Rs. 776.62
 million:
 
 i. Out of the above, Rs. 766.60 million is to be secured by
 hypothecation of equipment purchased out of the loan and is
 collaterally secured by pledge of shares by the promoters/ group
 entities, personal guarantee of the Managing Director of the Company
 and corporate guarantee of Network18 Media & Investments Limited;
 
 ii.  Out of the above, Rs. 10.02 million is secured by way of a frst
 charge on the buildings fnanced out of the loans.
 
 e.  Term loans include amounts aggregating to Rs. 10,820.51 lakhs which
 are pending utilisation for the purposes for which they were obtained
 on account of deferment of expansion plans and are held in the current/
 deposit accounts with banks. The Company has applied for modifcation of
 the purpose for which a term loan of Rs. 6,000 lakhs (amount
 outstanding Rs. 5,769.07 lakhs as at the year end) was sanctioned,
 approval of which from the bank was pending as at the year end.
 
 c. Pursuant to the scheme of arrangement {read with note 10(d)} to
 merge I-Ven into Infomedia, Television Eighteen India Limited had been
 alloted 7,894,052 equity shares of Rs. 10 each of Infomedia 18 Limited
 in exchange of 8,227,466 equity shares of Rs. 10 each held in I-Ven
 Interactive Limited (acquisition cost of Rs. 1,778,548,770).
 
 8.  A. Investment in Infomedia 18 Limited
 
 a.  The Company, I-Ven Interactive Limited (‘I-Ven’), Infomedia 18
 Limited (Infomedia) (formerly Infomedia India Limited) (‘Target
 Company’) and India Advantage Fund – II (‘IAF II’), a trust constituted
 under the provisions of the Indian Trust Act, 1882, had entered into a
 Share Purchase, Share Subscription and Warrant Subscription Agreement
 dated 11 December, 2007 (‘agreement’). As at the date of the agreement,
 the Target Company was a subsidiary of I-Ven and is listed on the
 Bombay Stock Exchange Limited (‘BSE’) and the National Stock Exchange
 of India Limited (‘NSE’). Further, as at the date of the agreement,
 I-Ven held 12,396,999 equity shares of the Target Company representing
 62.73% of the outstanding equity shares of the Target Company. As per
 the terms of the agreement, subject to statutory and regulatory
 clearances: i.  The Company agreed to purchase from IAF II such number
 of fully paid up equity shares of I-Ven (‘sale shares’) which would
 transfer to the Company an economic interest of 40% of the issued and
 paid up equity shares of the Target Company. In addition, the Company
 agreed to subscribe to and I-Ven agreed to issue and allot a stipulated
 number of fully paid up equity shares (‘subscription shares’) of I-Ven.
 As at the year ended 31 March, 2008, the Company had not
 purchased/subscribed to the above mentioned shares and had a commitment
 of Rs. 1,779 million as at the year ended 31 March, 2008, in respect of
 the above. Pursuant to the agreement, the said consideration was to be
 placed in an escrow account pending which the Company was to provide
 for interest, at the rate of 14 % per annum compounded monthly.
 
 ii. It was envisaged that the Company would make an offer (‘offer’) as
 per the Securities and Exchange Board of India (Substantial Acquisition
 of Shares and Takeovers) Regulations 1997 to the shareholders of the
 Target Company for acquiring up to 20% of the voting capital of the
 Target Company. In the event, the Company is not able to acquire an
 economic interest of 53% of the issued and paid up equity shares of the
 Target Company after the offer and purchase of sale shares, IAF II
 agreed to sell additional equity shares (‘subsequent sale shares’) of
 I-Ven to the Company to ensure that the Company acquires an economic
 interest of 53% in the issued and paid up equity capital of the Target
 Company.  The offer closed on 28 April, 2008 and the Company acquired
 720,931 equity shares (face value Rs. 10 each) at an aggregate cost of
 Rs. 170.86 million representing 3.63% of the voting capital of the
 Target Company pursuant to such offer.
 
 iii. The Target Company agreed to issue 5,000,000 warrants (‘warrants’)
 to the Company, in accordance with Securities and Exchange Board of
 India (Disclosure and Investor Protection) Guidelines, 2000 –
 Guidelines for Preferential Issues. The warrant consideration price was
 fxed at Rs. 237 per warrant. Each warrant was convertible into one
 fully paid up equity share of Rs. 10 each of the Target Company on
 exercise of options and on payment of the stipulated warrant exercise
 price.  The option was exercisable during a period of 18 months from
 the date of allotment of warrants that is 7 February, 2008.  During the
 year ended 31 March, 2008, the Company had paid 10% of the
 consideration price i.e. Rs. 23.70 per warrant aggregating to Rs.
 118.50 million to the Target Company and 5,000,000 warrants were
 allotted to the Company.
 
 b.  Further on 21 August, 2008: i.  IAF II agreed to transfer 5,451,900
 shares of I-Ven held by it to the Company.  ii.  The Company agreed to
 subscribe to and pay for 2,775,566 shares of I-Ven, being the
 subscription shares, at a fair value determined as Rs. 216.17 per
 share.  As at 31 March, 2009, the Company had purchased/subscribed to
 8,227,466 shares i.e 63.98% of the issued and paid up equity shares of
 I-Ven amounting to Rs. 1,778.55 million. Further the Company had taken
 control of the Board of Directors of Infomedia on 21 August, 2008.  The
 Company had also paid interest amounting to Rs. 98.66 million during
 the year ended 31 March, 2009 for acquisition of Infomedia.
 
 c.  The Company had decided to not subscribe to the warrants at the
 aforementioned consideration price subsequent to the year ended 31
 March, 2009, in view of the market conditions, and had accordingly
 written off its investment in 5,000,000 partly paid convertible equity
 warrants amounting to Rs. 118.50 million as per the principles laid
 down under Accounting Standard Contingencies and Events Occurring After
 Balance Sheet Date’ during the year ended 31 March, 2009.
 
 d.  A scheme of arrangement to merge I-Ven into Infomedia had been fled
 with the Hon’ble High Court of Bombay on 18 Feburary, 2009. The scheme
 became effective from 25 August, 2009 and I Ven Interactive Limited
 merged with Infomedia 18 Limited on the effective date. The Company had
 been alloted 7,894,052 equity shares of Rs. 10 each of Infomedia 18
 Limited in exchange of 8,227,466 equity shares of Rs. 10 each held in
 I-Ven Interactive Limited. Consequently, the Company’s direct holding
 in Infomedia 18 Limited increased to 43.32% of the equity share
 capital.
 
 e.  Infomedia 18 Limited has made a rights issue of equity shares of
 Rs. 10 each at a premium of Rs. 23.50 per share aggregating to Rs.
 9,989.89 lakhs to the existing shareholders of Infomedia 18 Limited.
 The rights issue opened on 29 December, 2009 and closed on 15 January,
 2010. The Company subscribed to 15,298,078 equity shares at Rs. 33.50
 per share (face value of Rs 10 per share at a premium of Rs 23.50 per
 share) amounting to Rs. 5,124.86 lakhs in the right’s issue and its
 direct holding in Infomedia further increased to 48.11% as at the year
 end.
 
 B. Investment in Media Venture Capital Trust-II (MVCT)
 
 The shareholders of the Company vide postal ballot resolutions dated 12
 September, 2006 and 16 July, 2007 permitted the Company to take an
 indirect equity exposure in a venture capital trust structure post
 which the Company executed a trust deed to form the Media Venture
 Capital Trust-II (‘MVCT’). The objective of the Trust is to make
 strategic investments in businesses including in the media and
 entertainment industry through companies/special purpose vehicles
 (SPVs). The Company also entered into a co-investment agreement with
 Mr. Raghav Bahl, the promoter, who has guaranteed a minimum stipulated
 rate of return on the investment over a specifed period. The investment
 in MVCT as at 31 March, 2010 was Rs. 2,721.20 million (Previous year
 Rs. 2,481.80 million) as against the limit of Rs. 4,000 million
 approved by the shareholders. MVCT directly or through companies/ SPVs
 has invested in various companies which are at different stages of
 start up/ operations. Management has reviewed the business
 plans/fnancial statements/valuations of these companies. Based on
 management’s evaluation of these companies’ current operations and
 future business plans management is of the view that these investments
 will yield reasonable returns post the gestation period. Other income
 includes Rs. Nil (Previous year Rs. 95.00 million) pertaining to
 dividends from units of MVCT.
 
 9.  Investments in subsidiaries
 
 a.  The Company has long term investments of Rs. 2,776.89 million
 (Previous year Rs. 485.86 million) in quoted equity shares . The market
 value of these quoted investments as at 31 March, 2010 aggregates to
 Rs. 747.27 million. (Previous year Rs. 133.91 million). Of the above,
 the Company’s investment in quoted equity shares of its subsidary
 Infomedia 18 Limited (Infomedia) amounts to Rs. 2,461.89 million.
 Infomedia has incurred a loss of Rs. 500.34 million during the year
 ended March 31, 2010. During the year Infomedia has raised equity vide
 right issue amounting to Rs. 9,98.99 million to augment it’s equity.
 The management has obtained an independent business valuation which
 does not indicate any other than temporary dimunition in the value of
 this investment. New lines of business are also being added by
 Infomedia, which along with consolidation of existing products and
 introduction of new products in the publishing segment are expected to
 improve the revenues of the Infomedia. Further, Infomedia is in the
 process of introducing new technologies in its product offering, so as
 to cater to newer markets and de-risk the revenue streams.
 
 b.  The Company has an investment of Rs. 133.54 million (Previous year
 Rs. 133.54 million) in a subsidary Newswire18 Limited (formerly
 NewsWire 18 India Private Limited) (Newswire) as at 31 March, 2010.
 Newswire has accumulated losses aggregating to Rs. 394.87 million
 (Previous year Rs. 346.38 million) as at 31 March, 2010 resulting in an
 erosion of its net worth.
 
 However, having regard to the continued long term strategic
 involvement, management is of the view that no provision is considered
 necessary for diminution in the value of these investments.
 
 10.  Television Eighteen Mauritius Limited (TEML)
 
 Pursuant to the issuance of revised guidelines for uplinking of news
 and current affairs channels from India issued by the Ministry of
 Information and Broadcasting, the Company had resolved, by means of a
 special resolution of its shareholders passed in the general meeting on
 17 October, 2003 to utilise the securities premium account upto Rs.
 550.00 million towards adjustment for diminution in value of
 investments made by the Company in TEML and loans granted by the
 Company to TEML.
 
 The Company had fled a petition for the above resolution with the
 Honorable High Court of Delhi on 6 January, 2004. The Honorable High
 Court of Delhi vide its order dated 23 March, 2004 had approved the
 above scheme. Consequently, during the year ended 31 March, 2004 the
 Company’s investments in the equity of TEML had been written down by
 Rs. 407.50 million to Rs. 160.63 million which was determined by the
 Company on the basis of an independent valuation. Further, the loan due
 from TEML had been written down by Rs. 136.83 million (USD 3.00
 million) to Nil value. The total write down on this account of Rs.
 544.33 million had been adjusted against the securities premium
 account.
 
 The Company had also written off amounts receivable from TEML on
 account of exports aggregating to Rs. 135.41 million (USD 2.97 million)
 during the year ended 31 March, 2004. During the year ended 31 March,
 2009 TEML repaid the aforesaid loan and receivables amounting to Rs.
 272.24 million (USD 5.97 million) on account of its improved cash fows.
 
 11.  Current Liabilities
 
 Current liabilities include amounts aggregating to 49.88 million
 (Previous year Rs. 49.88 million) due to Television Eighteen Mauritius
 Limited, the repatriation of which is subject to clearance from an
 authorised dealer.
 
 12.  Deferred tax
 
 a.  Deferred tax assets and liabilities are being offset as they relate
 to taxes on income levied by the same governing taxation laws.
 
 b.  Break up of deferred tax assets/liabilities and reconciliation of
 current year’s deferred tax :
 
 13.  Employee Benefts
 
 a.  Description of the Gratuity Plan
 
 The gratuity liability arises on retirement, withdrawal, resignation or
 death of an employee. The aforesaid liability is calculated on the
 basis of ffteen days salary (i.e. last drawn salary plus dearness
 allowance) for each completed year of service subject to completion of
 fve years of service.
 
 b.  Defned Beneft Plans/Compensated absences
 
 The present value of defned beneft obligations/compensated absences and
 the related current service cost are measured using the projected unit
 credit method with actuarial valuation being carried at each balance
 sheet date. The details are set out as under:
 
 Notes:
 
 1.  The discount rate is based on the prevailing market yield of Indian
 Government Securities as at the balance sheet date for the estimated
 term of obligations.
 
 2.  The expected return is based on the expectation of the average long
 term rate of return on investments of the fund during the estimated
 term of the obligations.
 
 3.  The estimates of future salary increases considered takes into
 account the infation, seniority, promotion and other relevant factors.
 
 4.  Plan assets mainly comprise funds managed by the insurer i.e. ING
 Vysya Life Insurance Company Limited. 20% of the plan assets are
 invested in the Liquid Fund while 80% are invested in the Secure Fund.
 The portfolio composition of these funds is as follows:
 
 14.  Earnings Per Share
 
 Basic earnings/(loss) per equity share has been computed by dividing
 net proft/(loss) after tax by the weighted average number of equity
 shares outstanding during the year. Diluted earnings/(loss) per equity
 share has been computed using the weighted average number of equity
 shares and dilutive potential equity shares outstanding during the
 year. The reconciliation between basic and diluted earnings per equity
 share is as follows:
 
 Note:
 
 Potential equity shares have not been considered for the purpose of
 computing diluted earnings per share as the result is anti- dilutive.
 
 15.  Employee Stock Option and Stock Purchase Plan
 
 a.  Television Eighteen India Limited Employee Stock Option Plans
 
 The Company has established several employee stock option plans (ESOPs)
 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. The details are as given below:
 
 * Television Eighteen India Limited Stock Option Plan 2002 (ESOP 2002)
 
 * Television Eighteen India Limited Employees Stock Option Plan 2003
 (ESOP 2003)
 
 * Television Eighteen India Limited Employee Stock Option Plan 2004
 (ESOP 2004)
 
 * Television Eighteen India Limited Senior Employee Stock Option Plan
 2004 (Senior ESOP 2004)
 
 * Television Eighteen India Limited Long Term Retention Employee Stock
 Option Plan 2005 (Long Term Retention ESOP 2005)
 
 * Television Eighteen India Limited Employee Stock Option Plan 2005
 (ESOP 2005)
 
 * Television Eighteen India Limited Strategic Employees Stock Option
 Plan 2005 (Strategic Acquisition ESOP 2005)
 
 Television Eighteen India Limited Employees Stock Option Plan 2006
 (ESOP 2006)
 
 * Television Eighteen India Limited Employees Stock Option Plan A 2007
 (ESOP (A) 2007)
 
 * Television Eighteen India Limited Employees Stock Option Plan B 2007
 (ESOP (B) 2007)
 
 * Television Eighteen India Limited Employees Stock Option Plan 2007
 (ESOP 2007)
 
 A compensation committee comprising independent members of the Board of
 Directors administers the ESOPs. All options under the ESOPs are
 exercisable for equity shares. The Company had declared a bonus issue
 of 1:1 in the AGM of the Company on 7 September, 2007 with record date
 of 18 October, 2007. Prior to the bonus issue, each option was
 exercisable for one Rs. 5 fully paid up equity share of the Company on
 payment of the exercise price.  Subsequent to the bonus issue each
 option is exercisable for two Rs. 5 fully paid up equity shares of the
 Company on payment of the exercise price.
 
 The Company had given a postal ballot notice dated 19 December, 2008 to
 its shareholders pursuant to Section 192A of the Companies Act, 1956
 for the approval of modifcations relating to exercise price and vesting
 of options under the ESOP (A) 2007, ESOP 2005, ESOP 2004 and Senior
 ESOP 2004 plans. Further the number of options authorised to be granted
 under the ESOP 2007 were proposed to be increased from 2,542,438 to
 10,000,000 options. The result of the postal ballot was announced on 2
 February, 2009 whereby the aforesaid modifcations were duly approved by
 the shareholders of the Company.  Consequent to the modifcations that
 occurred after the vesting date of certain options the deferred
 employee compensation amount increased by Rs. 35.41 million which is
 being amortised over the additional vesting period. This incremental
 intrinsic value granted had been determined based on the intrinsic
 value of the modifed stock options and that of the original stock
 options both estimated as on the date of the modifcations.  The impact
 of the modifcations as on the date of modifcation is summarised below:
 
 b.  Senior Employee Stock Awards (Stock Appreciation Right) Plan 2005
 
 During 2005-2006 the Company had established the Stock Appreciation
 Right Plan 2005 (Senior Employee Stock Award Plan) (‘SAR’) for
 compensation to the employees whereby the Company in its extraordinary
 general meeting held on 25 July, 2005 had approved a grant of upto
 300,000 awards to eligible employees. During the earlier years, the
 Company had granted 299,995 awards representing 140,998 options which
 had vested as on 31 March, 2007. Pursuant to the scheme, the employees
 have a right to receive such numbers of fully paid up equity shares of
 Rs. 5 of the Company whose market value matches with the amount of
 increase due to appreciation in share price during the date of grant
 and date of exercise of the awards. Upto 31 March, 2008, of the 140,998
 options the Company issued 91,650 shares to employees on the exercising
 of the options. During the year ended 31 March, 2009 the Company had
 issued 36,808 shares under this scheme, and the balance 12,540 options
 had lapsed during the previous year.
 
 c.  Television Eighteen India Limited Employee Stock Purchase Plans
 (ESPP)
 
 i.  Television Eighteen India Limited Stock Purchase Plan 2003 (ESPP
 2003)
 
 During 2003-2004 the Company had established an Employee stock purchase
 plan (ESPP 2003) for compensation to employees whereby the Company’s
 plan was to issue upto 700,000 shares to eligible employees. The offer
 price per share was 95% of the market value of the shares as at the
 date of the offer. The Company had issued 667,016 shares under ESPP
 2003 upto 31 March, 2007. During the year ended 31 March, 2008,
 pursuant to the approval of the shareholders it was decided to cancel
 the issue of the remaining balance of the proposed 32,984 equity
 shares.
 
 ii.  Television Eighteen Employee Stock Purchase Plan 2007 (ESPP 2007)
 
 During 2007-2008 the Company established an Employee stock purchase
 plan (ESPP 2007) for compensation to employees whereby the Company’s
 plan was to issue upto 532,984 shares to eligible employees. The offer
 price shall be decided by the compensation committee provided that the
 offer price shall not be less than the par value of the equity shares
 of the Company and shall not be more than the price prescribed under
 Chapter XIII of SEBI (Disclosure and Investor Protection) Guidelines,
 2000.
 
 d.  Details of option numbers and weighted average exercise prices
 
 The details of options and weighted average prices are as given below
 
 There were no reportable details in respect of ESOP 2003, ESOP (B) 2007
 and ESPP 2007.
 
 Previous year fgures are in italics.
 
 Note:
 
 The equity shares pursuant to options granted under this scheme were
 allotted in the past and were administered through the TV18 Employee
 Welfare Trust. Accordingly, there has been no further allotment of
 equity shares pursuant to the exercise of these
 
 options.
 
 e.  Proforma Accounting for Stock Option Grants
 
 The Company applies the intrinsic value-based method of accounting for
 determining compensation cost for its stock-based compensation plans.
 Had the compensation cost been determined using the fair value
 approach, the Company’s net proft and basic and diluted earnings per
 share as reported would have reduced to the proforma amounts as
 indicated:
 
 i.  The fair value of the options, calculated by an external valuer,
 was estimated on the date of grant using the Black-Scholes model with
 the following signifcant assumptions:
 
 The volatility of the options is based on the historical volatility of
 the share price since the Company’s equity shares are publicly traded
 and has been calculated on the basis of the share price and trading
 volume data.  ii.  Details of weighted average exercise price and fair
 value of the stock options granted during the year at price below
 market price:
 
 18.  The Company had entered into a Shareholders’ Agreement with
 Newswire18 Limited (Newswire) and three employees of Newswire pursuant
 to which the Company provided fnance, by means of a loan of Rs.
 7,777,430 to the individual shareholders and a ‘Senior Stock Trust’,
 set up pursuant this agreement, for subscribing to a fresh allotment of
 777,743 shares of Newswire. Further, the Company has a commitment to
 transfer 259,248 equity shares of Newswire to an ESOP trust to be
 established by Newswire.
 
 16.  Transfer Pricing
 
 The Transfer Pricing study for the transactions related to the year
 ended 31 March, 2010 is currently in progress and hence, adjustments,
 if any, which may arise from the study have not been taken into account
 in the fnancial statements for the year ended 31 March, 2010 and will
 be effected in the fnancial statements for the year ending 31 March,
 2011, which in the opinion of the Company are not expected to be
 material.
 
 17.  Prior period adjustments
 
 The components of prior period adjustments are as follows:
 
 Notes :
 
 1.  Subsidiary of TEML
 
 2.  Subsidiary of Web 18 Holding
 
 3.  Subsidiary of Capital 18. Capital 18 is held for disposal by TEML.
 
 3.1 Subsidiary of Webchutney
 
 3.2 Subsidiary of Goosefsh
 
 4.  Subsidiary of E 18, Cyprus
 
 5.  Subsidiary of E-18
 
 6.  Subsidiary of Fellow subsidiary (IBN)
 
 7.  Subsidiary of Fellow subsidiary (NHL)
 
 8.  Subsidiary of Fellow subsidiary (TV18 HSN Holding)
 
 9.  Joint Venture of step down subsidiary (E 18, Cyprus)
 
 10.  Held for disposal by TEML
 
 11.  Subsidiary of Infomedia 18 (formerly Infomedia India Limited)
 
 12.  Subsidiary of Glyph International UK Limited
 
 13.  Joint Venture of Infomedia 18 (formerly Infomedia India Limited)
 
 14.  Subsidiary of fellow Subsidiary (TIFC)
 
 15.  Subsidiary of fellow Subsidiary (TIFC, Cyprus)
 
 16.  Joint Venture of step down subsidiary (BKH). BKH is held for
 disposal by TEML
 
 17.  Associate of RVT
 
 18.  Subsidiary of Network 18
 
 Notes:
 
 1. Figures in brackets indicate amounts pertaining to the previous year
 ended 31 March, 2009.
 
 * Includes step down subsidiaries
 
 # Includes subsidiary of fellow subsidiary
 
 @ Includes entities over which key managerial person and their
 relatives exercise signifcant infuence.  ** Includes joint ventures of
 step down subsidiaries.
 
 18.  During the year ended 31 March, 2010, the stake of RVT Investments
 Private Limited, a wholly owned subsidiary of Television Eighteen India
 Limited, in the paid up capital of its associate ibn18 Broadcast
 Limited (IBN) (formerly Global Broadcast News Limited, further
 increased to 21.17% (previous year – 20.07%) of the paid up capital of
 the ibn18 Broadcast Limited (IBN), a listed company.
 
 19.  Pursuant to the Scheme of Arrangement between the Company, SGA
 News Limited and Network 18 Fincap Private Limited (now known as
 ‘Network18 Media & Investments Limited’) as approved by the Hon’ble
 High Court of Delhi in 2006, shares of Network18 Media & Investments
 Limited (formerly Network 18 Fincap Private Limited) held by the
 promoter were transferred to the trust for the beneft of the Company.
 Other income for the year ended 31 March, 2010 includes Rs. 217.4
 million (previous year Rs. 578 million) relating to distribution of
 surplus from the trust.
 
 20.  a.  Utilisation of preferential issue proceeds
 
 The Company has utilised the gross issue proceeds on issue of 5,000,000
 equity shares of Rs. 5 each at a premium of Rs. 791 per share in the
 following manner:
 
 b. Utilisation of Right Issue Proceeds
 
 The Company had utilised the gross issue proceeds received during the
 year ended 31 March, 2010 on issue of 60,007,121 equity shares of Rs. 5
 each at a premium of Rs. 79 per share in the following manner:
 
 21.  Segmental reporting
 
 The Company is engaged in the media business and operations include
 production and telecast of business news and operations.  Secondary
 segmental reporting is performed on the basis of the geographical
 location of customers. The Company provides services overseas primarily
 in Mauritius, United Kingdom, Singapore and others.
 
 Geographical revenues are segregated based on the location of the
 customer who is invoiced or in relation to which the revenue is
 otherwise recognised.
 
 22.  Disclosures as per Micro, Medium and Small Enterprises Development
 Act, 2006 (MSMED)
 
 Based on the information available with the Company, the balance due to
 micro and small enterprises as defned 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.
 
 23.  Obligation on long term, non-cancellable operating leases
 
 The Company has taken various residential/ commercial premises under
 cancellable/non cancellable operating leases. The cancellable
 lease agreements are normally renewed on expiry. Rent amounting to Rs.
 76,775,394 (Previous year Rs. 75,409,359) has been debited to the proft
 and loss account during the year. The future minimum lease payments
 under these operating leases are as follows:
 
 24. During the previous years the Company had entered into transactions
 of income and expenditure aggregating to Rs. 47,803,131 and Rs.
 12,399,403 respectively with companies listed in the register
 maintained under Section 301 of the Companies Act, 1956.  The Company
 had made an application to the Central Government for compounding of
 defaults in respect of obtaining prior Central Government approval of
 these transactions as per the requirements of section 297 of the
 Companies Act, 1956. The compounding order from the Company Law Board
 was subsequently received on 6 October, 2009.
 
 The Company’s interest in this Joint Venture is reported as Unquoted
 Long Term Investment (Schedule 7) and stated at cost less provision for
 diminution other than temporary, if any, in the value of such
 investment. The Company’s share of each of the assets, liabilities,
 income and expenses, etc. (each without elimination of the effect of
 transactions between the Company and the Joint Venture) related to its
 interest in this joint venture is:
 
 25.  Previous years fgures have been regrouped /reclassifed, wherever
 necessary to conform to the current years presentation.
Source : Dion Global Solutions Limited
Quick Links for televisioneighteen
Follow moneycontrol.com

Explore Moneycontrol
Stocks     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others
Mutual Funds     A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
Copyright © e-Eighteen.com Ltd. All rights reserved. Reproduction of news articles, photos, videos or any other content in whole or in part in any form or medium without express written permission of moneycontrol.com is prohibited.