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
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