The Directors are pleased to present the 7th Annual Report together
with the audited accounts of M/s TV18 Broadcast Limited (herein after
referred as the ''Company'' or ''TV18'') for the financial year ended March
31, 2012.
FINANCIAL PERFORMANCE
The key financial figures on standalone basis of your Company for the
year ended March 31, 2012 are as follows:
(Rs. in lakhs)
Particulars Financial Financial
Year ended Year ended
March 31, March 31,
2012 2011
Total Revenues 68,735 26,216
Profit / (loss) before
interest and depreciation 12,197 251
Interest 8,540 4,008
Depreciation 2,446 1,169
Profit / (loss) before tax 1,211 (4,926)
Provision for taxes /
deferred tax 287 -
Net Profit / (Loss) after tax 924 (4,926)
OPERATIONS
General news operations of your Company performed particularly well in
a highly competitive market and revenue grew by ~20%. Business news
operations, which demerged to your Company during the year pursuant to
the Scheme of Arrangement, continue to perform well. During the
financial year 2011-12 the revenues of your Company was Rs. 68,735
lakhs as against Rs. 26,216 lakhs in the previous year. Your Company
has earned profit of Rs. 924 lakhs during the period under review as
against loss of Rs 4,926 lakhs during the previous year ended March 31,
2011. However, previous year figures are not strictly comparable with
the current year figures, as current year figures also includes income
from operations of news business undertaking of erstwhile Television
Eighteen India Limited comprising of channels, ''CNBC TV18'' and ''CNBC
Awaaz'' which got merged into the Company, pursuant to Scheme of
Arrangement w.e.f. June 10, 2011.
Audited Consolidated Financial Statements for the year ended March 31,
2012 also forms part of this Annual Report.
NEW LAUNCHES
Financial Year 2011-12 has been another year full of actions and events
for your Company. Five channels were successfully launched during the
year -
- premier business news channel ''CNBC TV18 Prime HD'';
- ''HISTORY TV18'' (through 51 - 49 JV - AETN18 Media Private Limited),
an Infotainment channel, launched in October 2011, in 6 languages was
well taken by the viewers. Currently it is available in 8 languages.
Following channels were launched from the stable of Viacom18 Media Pvt.
Ltd.:
- ''COMEDY CENTRAL'' - a comedy channel;
- ''SONIC'' - a channel for action loving generations; both the above
channels were launched in December 2011.
- Further popular general entertainment channel ''COLORS'' was launched
in HD format.
DIVIDEND
In order to conserve the resources, your Directors do not recommend any
Dividend for the financial year ended March 31, 2012.
TRANSFER TO RESERVES
Your Company has not made any transfer to the Reserves during the
financial year 2011-12.
DEPOSITS
Your Company continues to enjoy the confidence reposed by its investors
for its Fixed deposit Scheme and has accepted deposits from the public
and the shareholders of the Company under Section 58A of the Companies
Act, 1956 within the limits as prescribed under Companies (Acceptance
of Deposits) Rules, 1975.
As at March 31, 2012, your Company has received an aggregate sum of Rs.
274.06 crores under its fixed deposits scheme. There was no failure in
repayment of interest due on Fixed Deposits by the Company. Your
Company has sent reminders to 322 Deposit holders, who have not claimed
repayment of their matured fixed deposits, which became due till March
31, 2012 amounting to Rs. 2.02 crores.
The Credit rating Agency, ICRA has affirmed the credit rating for the
Fixed Deposit Scheme of your Company as MA- (pronounced as MA minus)
watch with developing implications.
Your Company conveys its thanks to the deposit holders for the great
response shown by them for the Fixed Deposit Scheme of the Company.
SCHEME OF ARRANGEMENT
The Hon''ble High Court of Delhi vide its order dated April 26, 2011 had
approved the Scheme of Arrangement (the Scheme) between M/s
Television Eighteen India Limited (Television Eighteen), TV18 Broadcast
Limited (formerly ibn 18 Broadcast Limited), Network18 Media &
Investments Limited and other Network18 Group Companies. A copy of the
Court order was filed with the Office of Registrar of Companies, NCT of
Delhi & Haryana on June 10, 2011 and accordingly the Scheme has come
into effect from June 10, 2011 (the Effective Date) with the
appointed date being April 1, 2010.
Pursuant to the Scheme, the business news undertaking comprising of
English business news channel ''CNBC TV18'' and Hindi business news
channel ''CNBC -Awaaz'' including teleports were demerged from erstwhile
Television Eighteen and merged with your Company. Further IBN18 Media &
Software Limited, a 100 % WOS of your Company and iNews.com Limited, a
100% WOS of Television Eighteen were merged with your Company.
Consequent to the Scheme, the Company had allotted 12,39,43,303 fully
paid up equity shares of face value of Rs. 2/- each on June 23, 2011 to
the shareholders of Television Eighteen in the ratio of 17:25 i.e. 17
fully paid- up equity shares of face value of Rs. 2/- each of the
Company for every 25 fully paid-up equity shares of face value of Rs.
5/- each held in Television Eighteen as on the record date i.e. June
22, 2011.
CHANGE OF NAME OF THE COMPANY PURSUANT TO SCHEME OF ARRANGEMENT
As an integral part of the Scheme the name of the Company was changed
from ''ibn18 Broadcast Limited'' to ''TV18 Broadcast Limited'' w.e.f. June
17, 2011. A fresh Certificate of Incorporation confirming the change of
name of the Company was issued by the Registrar of Companies, NCT of
Delhi & Haryana on June 17, 2011. ACQUISITION OF ETV CHANNELS The
Board of Directors of your Company at its meeting held on January 3,
2012 approved the entry of the Company into the fast growing space of
regional television, through acquisition of 100 % of the securities of
Equator Trading Private Limited which holds 99.96 % equity interest in
Panorama News Private Limited (which runs four regional Hindi news
channel and one Urdu channel), 49.98% equity interest in Prism TV
Private Limited (which owns five general entertainment channels in
Kannada, Bangla, Marathi, Gujarati and Oriya ) and 24.5% equity
interest in Eenadu Television Pvt. Ltd. (which owns one entertainment
channel in Telugu and one news channel in Telugu) (all aforesaid
collectively referred to as ETV Channels). Your Company will have
Board and Management control of ETV News and non- Telugu general
entertainment channels. TV18 has an option to acquire, either by itself
or through any of its affiliates, the balance 50.02 % interest in ETV
non -Telugu GEC channels and additional 24.5 % interest in ETV Telugu
channels. After the acquisition of ETV channels, your Company would be
able to offer a unique mix of national and regional channels, catering
to diverse genres like Hindi and regional entertainment, general as
well as business news in English, Hindi and regional languages; music,
kids, devotional and infotainment channels.
RIGHTS ISSUE(S)
* Rights Issue (2012)
During the period under review the Board of Directors of the Company at
its meeting held on January 3, 2012 approved the issue of equity shares
on Rights Basis upto Rs. 2,700 crores and has filed the Draft Letter of
Offer dated March 1, 2012 with the Securities and Exchange Board of
India and approval is awaited. Proceeds of this Rights Issue will be
utilized for (i) acquisition of ETV channels; (ii) repayment of
existing debts; and (iii) general corporate purposes.
* Rights Issue (2010)
During the financial year 2010-11, the Company had issued equity shares
on rights basis to generate funds amounting to Rs. 50953.23 lacs.
However on account of forfeiture of 49,036 partly paid up equity shares
on January 19, 2012 for non payment of full and final call money, the
Company had actually received Rs. 509,22.59 lacs. After the aforesaid
forfeiture, no amount was pending as calls in arrears as on March 31,
2012.
CHANGES IN CAPITAL STRUCTURE
* INCREASE IN THE AUTHORISED SHARE CAPITAL
Pursuant to the Scheme of Arrangement between M/s Television Eighteen
India Limited, TV18 Broadcast Limited (formerly IBN18 Broadcast
Limited), Network18 Media & Investments Limited and other Network18
Group Companies, the authorised share capitals of iNews.com Limited &
IBN18 Media & Software Limited got merged into the Company and
consequently the Authorised Share Capital of the Company increased from
Rs. 55,00,00,000/- (Rupees Fifty Five crores only) to Rs.
76,00,00,000/- (Rupees Seventy Six crores Only) w.e.f June 10, 2011,
the ''Effective Date''. During the period under review the consent of the
shareholders of the Company was sought to increase the Authorized Share
Capital from Rs. 76,00,00,000/- (Rupees Seventy Six crores only) to Rs.
292,00,00,000/- (Rupees Two Hundred Ninety Two crores only) vide Postal
Ballot Notice dated January 16, 2012 and later on further to increase
the same to Rs. 10,00,00,00,000/- (Rupees One Thousand crores Only)
vide postal ballot notice dated May 24, 2012. The shareholders of the
Company had approved the aforesaid increases in the Authorised Share
Capital of the Company with requisite majority.
* INCREASE IN THE PAID-UP SHARE CAPITAL
During the year ended March 31, 2012, the paid-up equity share capital
of your Company increased from Rs. 47,56,29,097.50 comprising of
23,77,96,965 fully paid up equity shares of Rs. 2/- each and 70,335
partly paid-up equity shares (Rs. 0.50 paid up per share) to Rs.
72,41,63,742/- comprising of 36,20,81,871 fully paid up equity shares
of Rs. 2/- each. The increase in the paid up share capital of the
Company was consequent to conversion of 21,299 partly paid- up shares
into fully paid-up, allotment of 3,20,304 equity shares under EsOP
Scheme and 12,39,43,303 equity shares pursuant to Scheme of
Arrangement. Further 49,036 partly paid-up equity shares (Rs. 0.50
paid up per share) were forfeited for non-payment of full and final
call money and therefore the paid- up equity share capital of the
Company has been reduced from Rs. 72,41,88,260/- to Rs.
72,41,63,742/-.
The Company has received the listing and trading approval for the
aforesaid equity shares from BSE 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 (the Committee) of the Board of
Directors of the Company grants the options to the eligible employees
of the Company and its holding and subsidiary companies. During the
financial year ended on March 31, 2012 the Committee granted 22,11,207
options under ESOP 2007 to the employees of erstwhile Television
Eighteen, who became employees of the Company pursuant to the Scheme of
Arrangement.
Consequent to the exercise of options granted to eligible employees of
the Company 3,20,304 fully paid-up equity shares were allotted during
the financial year 2011-12. The details as required to be disclosed
under Clause 12 & 19 of SEBI Guidelines are detailed in the Annexure -
A to this Report.
During the year ended March 31, 2012, the Company, in interest of its
employees, has revised the exercise price of the options from Rs. 55/-
per option to Rs. 27.70 per option as the prevailing market price of
the underlying shares have rendered the options unattractive and the
entire object of rewarding the deserving employees was defeated.
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.
DETAILS OF UNCLAIMED SHARES AS PER CLAUSE 5A OF THE LISTING AGREEMENT
In year 2007, your Company made Initial Public Offering (the Issue) of
its equity shares in demat mode and had credited the demat accounts of
allottees with respective shares allotted under the Issue. However
demat credit of 250 equity shares of Rs. 2 each (50 equity shares of
Rs. 10 each), for two allottees could not happen till date, due to
incorrect particulars of accountholders. The Company through its
Registrar and Share Transfer Agent, M/s Link
Intime India Private Limited, had sent several reminders to these
allottes and in the absence of any response from any of them, had
finally transferred the aforesaid equity shares to ''TV18 Broadcast
Limited - Unclaimed Securities Suspense Account''. As required under
clause 5A of the Listing Agreement, following is the status of
outstanding shares lying in the aforesaid account as on March 31, 2012:
Particulars Number of Number of
share- Equity
holders shares
Aggregate number of shareholders
and the outstandingshares lying in
the Unclaimed Suspense Account
at the beginning of the year
i.e. 1st April, 2011 / transferred to
Account during the year ended
31st March, 2012 2 250
Number of shareholders who
approached to the Company/
RTA for transfer of shares from
Unclaimed Suspense Account
during the year ended
31st March, 2012 - -
Number of shareholders to whom
shares were transferred from
Unclaimed Suspense Account
during the year ended
31st March, 2012. - -
Aggregate Number of
shareholders and the outstanding
shares lying in the Unclaimed
Suspense Account at the end of
the year i.e. as on
31st March, 2012. 2 250
The voting rights on these shares are
frozen till the rightful
owner of these shares claims
the shares.
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
Mr. Manoj Mohanka and Mr. Shahzaad Siraj Dalal, Directors of the
Company, are liable to retire by rotation at the ensuing Annual General
Meeting. Mr. Manoj Mohanka, being eligible, has offered himself for the
re-appointment. The relevant details of his directorships are provided
in the Corporate Governance Report of the Company forming a part of
this Annual Report. However Mr. Shahzaad Siraj Dalal, due to his busy
schedule and other commitments, has expressed his unwillingness to be
re-appointed at the ensuing Annual General Meeting of the Company.
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, 2012, 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, 2012 on a ''going concern'' basis.
SUBSIDIARY COMPANIES
During the Financial Year 2011-12, your Company through its WOS RVT
Media Private Limited, joined hand with A&E Network LLC (A&E) whereby
A&E acquired 49% stake in AETN18 Media Private Limited (AETN18).
However since your company effectively holds 51% stake in it, AETN18 is
being consolidated as a subsidiary. Further ibn 18 (Mauritius) Limited
and RVT Media Private Limited continues to be subsidiaries of your
Company.
A statement of your Company''s interest in its subsidiary companies as
on March 31, 2012 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. 51/
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 in their meeting held on August 4, 2012 had resolved to
avail the aforesaid exemption and the balance sheet, statement of
profit & loss, Reports of Directors and Auditors of RVT Media Private
Limited, ibn 18 (Mauritius) 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 these subsidiary
companies will be made available to the shareholders of the Company and
to the shareholders of the subsidiary companies seeking such
information at any point of time and the annual accounts of the
subsidiary companies shall also be kept open for inspection by any
shareholders at the registered office of the Company and of the
subsidiary companies.
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, ''VhT, leading Premier
English channel, ''Sonic'', multi-platform for animation & live action
shows, ''Comedy Central'', English comedy channel and ''Viacom18 Motion
Pictures'', a film division which focuses on film distribution.
- 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)- 27 on Accounting on
Joint Ventures, prescribed by the Companies (Accounting Standards)
Rules, 2006, the Audited Consolidated Financial Statements are provided
in this Annual Report.
STATUTORY AUDITORS
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, 2012. Except following, the rest of the report is self
explanatory.
EXPLANATION TO STATUTORY AUDITORS COMMENTS:
Auditor''s qualification: Refer para no. 4 of the Auditors Report on
standalone financial statements of the Company.
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 these Investments of the
Company made in IBN Lokmat News Private Limited.
COST AUDITORS
Pursuant to the Cost Audit Order as notified by the Ministry of
Corporate Affairs (Cost Audit Branch) vide circular dated May 2, 2011
read with Cost Accounting Records (Telecommunication Industry) Rules
2011 as notified by the Ministry of Corporate Affairs vide GSR 869(E)
dated December 7, 2011, the Company has appointed, M/s Pramod Chauhan &
Associates, Cost Accountants, as the Cost Auditor of the Company for
the financial year 2012-13 for conducting the audit of the Cost Records
of the Company.
CORPORATE GOVERNANCE
Your Company has been practicing principles of good Corporate
Governance over the years. The endeavor of the Company is not only to
comply with the regulatory requirements but also practice good
Corporate Governance that lays strong emphasis on integrity,
transparency and overall accountability. A separate section on
Corporate Governance along with a certificate from the Practicing
Company Secretary confirming the compliance as stipulated in Clause 49
of the Listing Agreement is annexed and forms part of this Annual
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 at the Corporate
Office address of the Company.
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, 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 note no. 30 of Notes forming part of the
financial statements forming part of the Audited Annual Accounts.
The total foreign exchange earning was of Rs. 1,088.86 lakhs in the
financial year 2011-12 as against Rs. 5.58 lakhs during the previous
financial year. The total foreign exchange expenditure during the year
under review was Rs. 3,943.74 lakhs as against Rs. 1,155.37 lakhs
during the previous financial year ended March 31, 2011.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their sincere
appreciation for the continuous support given by all the employees,
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 : August 4, 2012 Chairman |