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TV18 Broadcast Directors Report, TV18 Broadcast Reports by Directors
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TV18 Broadcast
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Download Annual Report PDF Format 2012 | 2011 | 2010
Directors Report Year End : Mar '12    « Mar 11
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
Source : Dion Global Solutions Limited
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