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TV18 Broadcast Directors Report, TV18 Broadcast Reports by Directors
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TV18 Broadcast
BSE: 532800|NSE: TV18BRDCST|ISIN: INE886H01027|SECTOR: Media & Entertainment
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« Mar 10
Directors Report Year End : Mar '11
Dear Shareholders,
 
 The Directors are pleased to present the 6th Annual Report together
 with the Audited Accounts of M/s ibn18 Broadcast Limited (herein after
 referred as the ''Company'' or ''IBN18'') for the financial year ended
 March 31, 2011.
 
 FINANCIAL PERFORMANCE
 
 The key financial figures on standalone basis of your Company for the
 year ended March 31, 2011 are as follows:
 
                                                 (Rs. in Crores)
 
 Particulars                        Financial            Financial
 
                                   Year ended           Year ended
 
                                     March 31,            March 31,
 
                                         2011                 2010
 
 Revenues                              252.77               263.72
 
 Profit / (loss) before interest
 and depreciation                        2.51               (25.67)
 
 Interest                               40.08                43.39
 
 Depreciation                           11.69                13.04
 
 Net Profit / (loss) before tax        (49.25)              (82.10)
 
 Provision for taxes /
 deferred tax                               -                    -
 
 Profit / (Loss) after tax             (49.25)              (82.10)
 
 The summarized financial figures on consolidated basis of your Company
 for the year ended March 31, 2011 are as follows:
 
                                                 (Rs. in Crores)
 
 Particulars                              Financial       Financial
 
                                         Year ended      Year ended
 
                                           March 31,       March 31,
 
                                               2011            2010
 
 Revenues                                    813.33          658.87
 
 Profit / (loss) before interest
 and depreciation                             55.43          (43.21)
 
 Interest                                     50.90           47.65
 
 Depreciation                                 17.60           18.62
 
 Net Profit / (loss) before tax              (13.07)        (109.49)
 
 Provision for taxes /
 deferred tax                                  4.33            0.07
 
 Profit / (Loss) after tax                   (17.40)        (109.55)
 
 RESULT OF OPERATIONS
 
 During the financial year 2010–11 your Company achieved a turnover of
 Rs. 252.77 crores. Profit of the Company during the year before
 interest and depreciation was Rs. 2.51 crores as against a loss of Rs.
 25.67 crores in the previous year. Effective measures taken during the
 year to improve the financial state of the Company resulted in
 substantial decrease in the net loss of the Company from Rs. 82.10
 crores in the previous year to Rs.  49.25 crores in the financial year
 ended on March 31, 2011.
 
 Audited Consolidated Financial Statements for the year ended March 31,
 2011 also forms part of this Annual Report.
 
 Consolidated turnover of your company during the year was Rs. 813.33
 crores. Driven by the strong profitability of the Company in
 entertainment business, the consolidated profit before interest and
 depreciation has surged to Rs.  55.43 crores during the current
 financial year ended on March 31, 2011 from a loss of Rs. 43.21 crores
 during the previous year.
 
 DIVIDEND
 
 In view of absence of profits for the financial year 2010- 11 the Board
 of Directors of your Company do not recommend any dividend for
 financial year ended March 31, 2011.
 
 TRANSFER TO RESERVES
 
 Your Company has not made any transfer to the Reserves during the
 financial year 2010-11.
 
 DEPOSITS
 
 The Board of Directors of the Company during the year under review at
 their meeting held on April 23, 2010, had approved fixed deposit scheme
 for acceptance of deposits from public and shareholders of the Company
 under Section 58A of the Companies Act, 1956 within the limits as
 prescribed under Companies (Acceptance of Deposits) Rules, 1975.
 
 Your Directors wish to convey their thanks to the investors for their
 over-whelming support to the fixed deposit scheme of the Company.
 
 Your Company has received an aggregate sum of Rs. 158.83 crores under
 the fixed deposits scheme as on March 31, 2011 and no deposit was due
 for payment as on that date. There was no failure in payment of
 interest due on fixed deposits by the Company.
 
 SCHEME OF ARRANGEMENT
 
 Your Directors at their meeting held on July 7, 2010 have approved the
 Scheme of Arrangement (the Scheme) of Network18 Group with an overall
 objective of placing all news business operations of the Network18
 Group into one Company. Pursuant to an order dated November 19, 2010,
 passed by the Hon''ble High Court of Delhi at New Delhi, a meeting of
 the equity shareholders of your Company (the First Transferee
 Company), was convened on December 21, 2010 for the purpose of
 considering and approving, the Scheme between Television Eighteen India
 Limited (TV18), Web18 Software Services Limited (Web18), IBN18
 Media & Software Limited (IBN18 Media), iNews.com Limited
 (iNews.com), Television Eighteen Commoditiescontrol.com Limited
 (TECC), RVT Investments Private Limited (RVT), Network18 India
 Holdings Private Limited (Network18 India), Care Websites Private
 Limited (Care), ibn18 Broadcast Limited (IBN18) and Network18 Media
 & Investments Limited (Network18) and their respective shareholders
 and creditors.  TV18, Web18, IBN18 Media, iNews.com, TECC, RVT,
 Network18 India and Care are collectively referred as Transferor
 Companies. IBN18 and Network18 are collectively referred as Transferee
 Companies.
 
 The Scheme envisages restructuring of Network18 group primarily into
 two verticals of operations. First vertical includes the consolidation
 of all TV broadcasting business in IBN18 and other vertical involves
 consolidation of other businesses of the group into Network18, the
 holding company of your Company.
 
 The new structure offers shareholders/ investors the choice of
 investing in Network18 with controlling stake in TV broadcasting
 business or directly in the TV broadcasting business entity.
 
 Upon the coming into effect of the Scheme and without any further act
 or deed and without any further payment, equity shares will be issued
 and allotted in the following ratio:
 
 i. 17:25 i.e. 17 fully paid-up equity shares of Rs 2 each of IBN18 to
 be issued for every 25 fully paid-up equity shares of Rs 5 each of
 TV18, by IBN18 to equity shareholders of TV18;
 
 ii. 13:100 i.e. 13 fully paid-up equity shares of Rs 5 each of
 Network18 to be issued for every 100 fully paid- up equity shares of Rs
 5 each of the Demerged TV18 by Network18 to equity shareholders of
 TV18.
 
 iii. No shares will be issued by Network18 to shareholders of Web18 on
 the demerger of the Web Undertaking of Web18 into Network18 pursuant to
 this Scheme, since shareholders of Web18 are subsidiaries of Network18.
 
 iv. No shares will be issued on Merger of IBN18 Media and iNews.com
 into IBN18 pursuant to the Scheme since IBN18 Media is a wholly owned
 subsidiary of IBN 18 and iNews.com would become a wholly owned
 subsidiary of IBN18 pursuant to the Scheme.
 
 v. No shares will be issued by Network18 to the equity shareholders of
 TECC, RVT, Care and Network18 India since such shareholders may be
 subsidiaries of Network18 pursuant to Scheme or since Network18 may own
 the entire share capital of the aforesaid merging companies.
 
 vi. Pursuant to the Scheme, the name of Your Company will be changed,
 as an integral part of the Scheme, from ibn18 Broadcast Limited to New
 TV18 or such other name as may be approved by the Registrar of
 Companies, NCT of Delhi & Haryana.
 
 vii. The Scheme shall be deemed to be effective from the Appointed Date
 i.e April 1, 2010.
 
 The above Scheme was approved by the shareholders of the Company with
 an over-whelming majority. At the hearing on April 26, 2011, the
 Hon''ble High Court of Delhi approved the Scheme. Your Company has
 applied for the certified copy of the Court order. Once received, your
 Company will file the order with the Registrar of Companies, NCT of
 Delhi & Haryana to give effect to the Scheme.
 
 DIRECTORATE
 
 During the year under review Mr. Sameer Manchanda, Joint Managing
 Director of your Company had resigned from the Board of the Company
 w.e.f October 22, 2010.  We sincerely place on record his contribution
 to the growth of the Company during his tenure.
 
 Mr. Hari S. Bhartia, Director of your Company, retire by rotation at
 the ensuing Annual General Meeting and being eligible, has offered
 himself for re-appointment. The relevant detail of the Director
 proposed to be re- appointed is provided in the Corporate Governance
 Report forming a part of this Annual Report.
 
 APPOINTMENT OF MANAGER
 
 Pursuant to Section 269 / 386 of the Companies Act, 1956, Mr. Saikumar
 Ganapathy Balasubramanian was appointed as the Manager of the Company
 for a period of three years effective from October 26, 2010 without
 taking any remuneration from the Company.
 
 RIGHTS ISSUE
 
 In the Previous year, your Company had offered its 5,44,95,443 equity
 shares of Rs. 2/- each for cash at a premium of Rs. 91.5 per share
 aggregating to Rs. 5,09.53 crore on Rights Basis to its existing equity
 shareholders in the ratio of three equity shares for every ten equity
 shares held as on the Record Date i.e March 4, 2010.
 
 The Rights Issue was opened for subscription on March 10, 2010 and
 closed on March 25, 2010. On April 1, 2010 your Company had allotted
 5,44,95,443 partly paid-up equity shares. Rs. 31 per share was called
 on application and balance Rs. 62.5 was payable on three calls viz. Rs.
 21 per share on first call, Rs. 21 on second call and Rs. 20.50 on
 third and final call. However, as per the terms of the Letter of Offer
 dated February 19, 2010 and also with the approval of the shareholders,
 your Company had clubbed all the above calls and made a full and final
 call of Rs.  62.50 per share.
 
 Pursuant to the Rights Issue your Company had received Rs. 509.09 crore
 (Rs. 168.93 crore on application and Rs.  340.16 crore on calls) as on
 March 31, 2011 and had converted 5,44,25,108 partly paid-up shares into
 fully paid up. Rs. 0.44 crore representing 70,335 partly paid up shares
 is lying as calls-in-arrears.
 
 INCREASE IN THE PAID-UP SHARE CAPITAL
 
 During the year ended March 31, 2011, the paid-up equity share capital
 of your Company increased from Rs.  36,33,02,956/- comprising of
 18,16,51,478 equity shares of Rs. 2/- each to Rs. 47,56,29,097.50
 comprising of 23,77,96,965 equity shares of Rs. 2/- each and 70,335
 partly paid-up equity shares on which Rs. 0.50 is paid up per share.
 The said increase in the paid up share capital of the Company was
 consequent to the allotment of 5,44,95,443 partly paid up shares under
 Rights Issue, conversion of 5,44,25,108 partly paid up shares into
 fully paid up out of aforesaid total partly paid-up shares issued under
 Rights Issue and allotment of 17,20,379 fully paid up equity shares
 under ESOP Scheme of the Company.
 
 The Company has received the listing and trading approval for the
 aforesaid equity shares from Bombay Stock Exchange Limited and National
 Stock Exchange of India Limited.
 
 EMPLOYEES STOCK OPTION SCHEME
 
 ''The GBN Employee Stock Option Plan 2007'' (ESOP 2007), implemented in
 accordance with the provisions of Companies Act, 1956 and the
 Securities and Exchange Board of India (Employee Stock Option Scheme
 and Employees Stock Purchase Scheme) Guidelines, 1999 (SEBI Guidelines)
 as amended from time to time, is one of the Company''s instrument to
 reward employees of the Company / Holding Company / Subsidiary
 Companies for their dedication, support and hard work.
 
 Remuneration / Compensation Committee of the Board of Directors of the
 Company grants options to the eligible employees of the Company /
 Holding Company and Subsidiary Companies. During the financial year
 ended on March 31, 2011 the Committee has granted 11,00,000 options
 under ESOP 2007.
 
 Consequent to the exercise of options granted to eligible employees
 17,20,379 fully paid-up equity shares were allotted during the
 financial year 2010-11. The details as required to be disclosed under
 Clause 12 of SEBI Guidelines are provided in Annexure - A to this
 Report.
 
 A Certificate from the Statutory Auditor of the Company for
 implementation of the ''ESOP 2007'' in accordance with the SEBI
 Guidelines and the resolutions passed by the members of the Company
 will be made available for inspection by the members at the ensuing
 Annual General Meeting of the Company.
 
 MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT
 
 In terms of requirement of Clause 49 of the Listing Agreement with the
 Stock Exchange(s) Management''s Discussion and Analysis Report
 disclosing the operations of the Company in detail is provided
 separately as a part of Director''s Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
 1956 as amended, your Directors confirm:
 
 i) that in the preparation of the annual accounts for the financial
 year ended March 31, 2011, the applicable Accounting Standards have
 been followed;
 
 ii) that the Directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of
 profit or loss of the Company for the year under review;
 
 iii) that the Directors have taken proper and sufficient care for
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 iv) that the Directors have prepared the accounts for the financial
 year ended March 31, 2011 on a ''going concern'' basis.
 
 ''GROUP'' AS DEFINED UNDER MONOPOLIES AND RESTRICTIVE TRADE PRACTICES
 ACT, 1969
 
 Pursuant to intimation received from Promoter(s) the names of entities
 constituting the ''Group'' as defined under The Monopolies and
 Restrictive Trade Practices Act, 1969 for the purpose of the SEBI
 (Substantial Acquisition of Shares and Takeover) Regulations, 1997 is
 disclosed elsewhere in this Annual Report.
 
 SUBSIDIARY COMPANIES
 
 During the Financial Year 2010-11, AETN18 Media Private Limited became
 a Wholly Owned Subsidiary of RVT Media Private Limited which in turn is
 a Wholly Owned Subsidiary of your Company. Besides this ibn18
 (Mauritius) Limited, RVT Media Private Limited and IBN18 Media &
 Software Limited continues to be Wholly Owned Subsidiaries of your
 Company.
 
 A statement of your Company''s interest in its Subsidiary Companies as
 on March 31, 2011 is attached as Annexure - B in terms of provisions of
 Section 212 of the Companies Act, 1956.
 
 The Ministry of Corporate Affairs vide its circular no. 5/
 12/2007-CL-III dated February 8, 2011 has granted a general exemption
 under section 212(8) of the Companies Act, 1956 from attaching the
 balance sheet, profit & loss account, Reports of Directors and Auditors
 of subsidiary companies with the Balance Sheet of the Holding Company,
 subject to fulfillment of certain conditions.  Consequently the Board
 of Directors at their meeting held on May 30, 2011 had resolved to
 avail the aforesaid exemption and the balance sheet, profit & loss
 account, Reports of Directors and Auditors of RVT Media Private
 Limited, ibn18 (Mauritius) Limited, IBN18 Media & Software Limited and
 AETN18 Media Private Limited, subsidiary Companies of the Company are
 not being published in this Annual Report of the Company. The annual
 accounts of the subsidiary companies will be made available to the
 shareholders of the Company and of the subsidiary companies seeking
 such information at any point of time and the annual accounts of the
 subsidiary companies shall also be kept for inspection by any
 shareholder at the registered office of the Company and of the
 subsidiary companies.
 
 The Company shall furnish a hard copy of details of accounts of
 subsidiaries to any shareholder on demand.
 
 JOINT VENTURES
 
 Viacom18 Media Private Limited - (Through 50:50 JV of the Company with
 Viacom Inc.) Owns and operates ''Colors'', leading Hindi General
 Entertainment Channel (GEC), ''MTV'', the leading Youth Entertainment
 destination, ''Nick'', leading Kids channel, ''Vh1'', leading Premier
 English Channel and ''Viacom18 Motion Pictures'', filmed Entertainment
 Business.
 
 ''IBN Lokmat News Private Limited -(Through 50:50 JV of the Company with
 Lokmat group) Operates ''IBN Lokmat'', the leading Marathi language news
 channel.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 Pursuant to Accounting Standard AS-21 on Consolidated Financial
 Statements read with Accounting Standard (AS) - 23 on the Accounting
 for Investments in Associates and Accounting Standard (AS) - 27 on
 Accounting on Joint Ventures, issued by The Institute of Chartered
 Accountants of India, the Audited Consolidated Financial Statements are
 provided in this Annual Report.
 
 AUDITORS & AUDITOR''S REPORT
 
 The term of M/s. Deloitte Haskins & Sells, Chartered Accountants, the
 Statutory Auditors of your Company, expires at the ensuing Annual
 General Meeting. The Company has received a certificate from them to
 the effect that their appointment, if made, would be within the
 prescribed limit as mentioned under Section 224 (1B) of the Companies
 Act, 1956 and they are not disqualified for such re-appointment within
 the meaning of section 226 of such Act.
 
 Your Board has duly examined the Report issued by the Statutory
 Auditor''s of the Company on the Accounts for the financial year ended
 March 31, 2011. Except the following comments the rest of the report is
 self explanatory.
 
 EXPLANATION TO AUDITORS COMMENTS:
 
 Auditor''s qualification: Refer para no. 5 of the Auditors Report on the
 financial statements of the Company for the year ended on March 31,
 2011
 
 Management''s Reply: The Company is of the view that having regard to
 the long term strategic involvement, no provision is considered
 necessary for ''other than temporary diminution'' in the value of
 investments of the Company made in IBN Lokmat.
 
 CORPORATE GOVERNANCE
 
 Corporate Governance philosophy of the Company lies in following strong
 Corporate Governance practices driven by its core values to enhance the
 interests of all its stakeholders. A report on Corporate Governance
 along with Certificate from Practicing Company Secretary confirming the
 status of compliance of conditions on Corporate Governance as
 stipulated in Clause 49 of the Listing Agreement forms a part of this
 Annual Report.
 
 POSTAL BALLOT
 
 The details of Postal Ballot process conducted by the Company during
 the year under review are set out in the report on Corporate
 Governance, annexed to this report.
 
 PARTICULARS OF EMPLOYEES
 
 The names and other particulars of employees are required to be set out
 as an annexure to the Directors Report as required under Section
 217(2A) of the Companies Act, 1956, read with the Companies
 (Particulars of Employees) Rules, 1975 as amended by Companies
 (Particulars of Employees) Rules, 2011. In terms of the provisions of
 section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report
 excluding the aforesaid annexure is being sent out to the members and
 others entitled to receive the Annual Report of the Company.  However
 any member who is interested in obtaining such information may send a
 written request for the same, to the Company Secretary of the Company
 at the Corporate Office address of the Company.
 
 AWARDS AND ACCOLADES
 
 During the year under review, the Channels of your Company were crowned
 under various categories.
 
 CNN IBN won 18 awards at The Indian News Television (NT) Awards and 3
 awards including Best News Program at Asian Television awards 2010.
 
 CNN IBN also bagged 4 awards at Indian Television Academy Awards 2010
 under various awards categories including Best English News Channel and
 2 awards at Indian News Broadcasting Awards 2010.
 
 IBN7 won 2 awards at News Television Awards 2010 including best News
 Talk Show. IBN7 also won Laadli Awards for best Issue based show and
 Indian News Broadcasting awards for best campaign.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the
 Companies (Disclosures of particulars in the report of the Board of
 Directors) Rules, 1988, the following information is provided:
 
 A.  Conservation of Energy
 
 Your Company is not an energy intensive unit; however possibilities are
 continuously explored to conserve energy and to reduce energy
 consumption at production, editing facilities, studios and workstations
 of the Company.
 
 B.  Technology absorption
 
 Your Company is conscious of implementation of latest technologies in
 key working areas. Technology is ever-changing and employees of your
 Company are made aware of the latest working techniques and
 technologies through workshops, group e-mails, discussion sessions for
 optimum utilization of available resources and to improve operational
 efficiency.
 
 C.  Foreign Exchange Earnings and Outgo
 
 Disclosure of foreign exchange earnings and outgo as required under
 Rule 2(C) is given in Schedule No.  16 Notes on Accounts forming part
 of the Audited Annual Accounts.
 
 The total foreign exchange earning was of Rs. 5.58 lakhs in the
 financial year 2010-11 as against Rs. 13.03 lakhs during the previous
 financial year. The total foreign exchange expenditure during the year
 under review was Rs. 1,155.37 lakhs as against Rs. 1,140.22 lakhs
 during the previous financial year ended March 31, 2010.
 
 ACKNOWLEDGEMENT
 
 Your Directors take this opportunity to place on record their deep
 appreciation for the continuous support extended by all the employees
 and Shareholders of the Company, various Government Departments and
 Bankers towards conducting the operations of Company efficiently.
 
                        For and on behalf of the Board of Directors
 
 Place: Noida
 
 Date: May 30, 2011                                        Chairman
Source : Dion Global Solutions Limited
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