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. |