Get App
you are here:

Network 18 Media & Investments Ltd.

BSE: 532798 | NSE: NETWORK18 |

Shares falling in the `Trade-to-Trade` or `T-segment` are traded in this series and no intraday is allowed. This means trades can only be settled by accepting or giving the delivery of shares.
Series: BE | ISIN: INE870H01013 | SECTOR: Finance - General

Please select a Day.

BSE Live

Jan 21, 10:45
26.85 0.05 (0.19%)
  • Prev. Close


  • Open Price


  • Bid Price (Qty.)

    26.60 (20)

  • Offer Price (Qty.)

    26.85 (100)

NSE Live

Jan 21, 10:45
26.65 -0.20 (-0.74%)
  • Prev. Close


  • Open Price


  • Bid Price (Qty.)

    26.55 (1000)

  • Offer Price (Qty.)

    26.65 (10)

Annual Report

For Year :
2018 2017 2016 2015 2014 2013 2012 2011 2010

Director’s Report


Dear Members,

The Board of Directors are pleased to present the 23rd Annual Report and the Company''s Audited Financial Statement for the financial year ended March 31, 2018.

Financial Results

The financial performance of the Company (Standalone and Consolidated) for the year ended March 31, 2018 is summarized below:

(Rs, in crore)




2017-18 |


2017-18 |


Revenue from operations





Profit / (loss) before interest and depreciation





Less: Interest










Profit/(loss) before tax





Less: Tax Expenses*

(* includes current tax, deferred tax, short/ excess provision of tax relating to earlier years)




Profit/(loss) for the year





Add: Other Comprehensive Income





Total Comprehensive Income for the Year





Less: Total Comprehensive Income attributable to Non Controlling Interest (recovery)



Total Comprehensive Income Attributable to Owners of the Company



Less: Appropriation (Transfer to General Reserve)





Earnings Per Share (Basic) (in Rs,)





Results of operations and the State of Company''s affairs

During the year under review, the Company recorded an operating turnover of Rs, 70.36 crore (previous year Rs, 66.86 crore). The consolidated revenue from operations was Rs, 1839.00 crore as against Rs, 1491.04 crore in previous year. The Profit before interest, depreciation and tax (PBIDT) on standalone basis stood at Rs, 20.95 crore.

The Company consolidated its operations and continued to enhance its prominence in the Media and Entertainment sector during a challenging year for the industry. Despite competitive pressures, the Company reported revenue from operation of Rs, 1,839 crore and PBIDT of Rs, 72.43 crore on a consolidated basis.


In view of the losses, the Board of Directors have not recommended any dividend for the year under review.

The Dividend Distribution Policy of the Company is annexed as Annexure I to this Report.


The Company has discontinued accepting fresh Fixed Deposits or renewing any deposits w.e.f. April 1, 2014. The Company has repaid all fixed deposits and interest thereon. However, as on March 31, 2018, deposits including interest thereon aggregating to Rs, 2.16 crore remained unclaimed.

Scheme of Merger

The Scheme for Merger by Absorption (the Scheme) for merger of Digital 18 Media Limited, Capital18 Fincap Private Limited, RVT Fin hold Private Limited, RRK Finhold Private Limited, RRB Investments Private Limited, Setpro18 Distribution Limited, Reed Infomedia India Private Limited, Web18 Software Services Limited, Television Eighteen Media and Investments Limited, Television Eighteen Mauritius Limited, Web18 Holdings Limited, E18 Limited and Network18 Holdings Limited into Network18 Media & Investments Limited with appointed date as 1st April, 2016, has been filed with National Company Law Tribunal, Mumbai Bench (NCLT), for approval. The Company has decided to continue Colosceum Media Private Limited, a wholly owned subsidiary of the Company and has filed the Scheme accordingly. Upon receipt of approval, the scheme shall be given effect to, in the financial statements of the Company.

The aforesaid Scheme was filed with NCLT post receipt of ''No Objection'' from Reserve Bank of India for merger of Company''s foreign subsidiaries with the Company.

Material Changes Affecting the Company

There have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report .There has been no change in the nature of business of the Company.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) is presented in a separate section forming part of the Annual Report

Credit Rating

CARE Ratings Limited (CARE) - the Credit Rating Agency, has assigned following Credit Ratings to the Company:



Long Term/Short Term Bank CARE AAA; Stable/CARE A1 Facilities of Rs, 1000 crore (Triple A);

Outlook: Stable/A One Plus

Commercial Paper issue of CARE A1 (A One Plus)

Rs, 1500 Crore

ICRA Limited - the Credit Rating Agency, has assigned following Credit Ratings of he Company:



Long-term Borrowings

of [ICRA] AAA (pronounced


Rs, 500 crore

triple A)

Outlook: Stable

Long-term /short-term fund Long-term - [ICRA]


/non-fund based limits

of (pronounced as ICRA triple A);

Rs, 500 crore

Outlook: Stable

Short-term - [ICRA]


(pronounced as ICRA A One Plus)

Commercial Paper issue

of [ICRA] A1 (pronounced as


Rs, 1500 crore

A One Plus)

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India (SEBI).

The detailed Corporate Governance Report of the Company in pursuance of the Listing Regulations forms part of the Annual Report of the Company. The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is attached to the Corporate Governance Report.

Business Responsibility Report

The Business Responsibility Report as stipulated under the Listing Regulations, describing initiatives taken by the Company from an environmental, social and governance perspective, is attached as part of the Annual Report.

Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 (the Act) and the Articles of Association of the Company, Mr. P.M.S. Prasad, Non-Executive Director, retires by rotation at ensuing Annual General Meeting of the Company.

Ms. Jyoti Deshpande was appointed as an Additional Director (Non-Executive) w.e.f. March 21, 2018 and she shall hold office as an Additional Director of the Company up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing her candidature for appointment at the ensuing Annual General Meeting as a Non-executive Director, liable to retire by rotation.

The aforesaid re-appointment and appointment has been recommended by the Nomination and Remuneration Committee and Board of Directors of the Company.

Mr. Adil Zainulbhai and Mr. Deepak Shantilal Parekh were appointed as Independent Directors of the Company for a period of 5 years and their first term of office as Independent Director will expire on July 6, 2019. Based on recommendation of the Nomination and Remuneration Committee, the Board has recommended their respective re-appointments for a second term of 5 consecutive years upon expiry of their first term on July 6, 2019.

During the year under review, Mr. K. R. Raja, Non-Executive Director, resigned from the Directorship of the Company w.e.f. March 21, 2018. The Board places on record its appreciation for the valuable contribution made by him during his tenure as Director of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act read with Regulation 16 of Listing Regulations.

Save and except aforementioned, there was no other change in Directors and Key Managerial Personnel of the Company.

The following policies of the Company are annexed herewith and marked as Annexure IIA and Annexure IIB respectively:

a) Policy for selection of Directors and determining Directors Independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.

Performance Evaluation

The Company has formulated a policy for performance evaluation of Independent Directors, Board, Committees and other individual directors. The evaluation process inter-alia considers attendance at meetings, acquaintance with business, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, etc.

On the basis of aforesaid policy, the process of performance evaluation of the Board, Committee, Individual Directors (including Independent Directors) and Chairperson was carried out. The Chairperson of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees. The report on performance evaluation of the Individual Directors was reviewed by the Chairperson of the Board and feedback was given to Directors.

Consolidated Financial Statement

In accordance with the provisions of the Act, the Listing Regulations and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investments in Associates and Ind AS 31

- Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

Subsidiaries / Joint Ventures / Associate Companies

The development in business operations/performance of the major subsidiaries/ Joint Ventures / Associate Companies, forms part of the Management''s Discussion and Analysis Report.

During the year under review, NW18 HSN Holdings Plc, Cyprus and TV18 Home Shopping Network Limited ceased to be subsidiaries of the Company and became associate companies of the Company.

The performance and financial information of the Subsidiary Companies / Joint Ventures / Associate Companies is provided as Annexure to the Consolidated Financial Statement.

The audited Financial Statement including the Consolidated Financial Statement and related information of the Company are available on Company''s website, The financial statement of each of the subsidiaries of the Company may also be accessed at Company''s website These documents will also be available for inspection on all working days (i.e. except Saturdays, Sundays and Public Holidays) during business hours at registered office of the Company.

The Company has formulated a policy for determining Material Subsidiaries and the same is placed on the website at http:// determining%20Material%20Subsidiaries1 .pdf.

Secretarial Standards

The Company has complied with the provisions of the applicable Secretarial Standards, i.e. SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings).

Directors'' Responsibility Statement

Pursuant to the requirement under Section 134 of the Act, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable Accounting Standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii) 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 as at March 31, 2018 and of the loss of the Company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2018 on a ''going concern'' basis;

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Number of Meetings of the Board

During the financial year ended on March 31, 2018, five (5) Board Meetings were held. Further, details of the meetings of the Board and its Committees are given in Corporate Governance Report, forming part of the Annual Report.

Audit Committee

The Audit Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Dhruv Subodh Kaji, Ms. Nirupama Rao and Mr. P.M.S. Prasad. During the year all the recommendations made by the Audit Committee were accepted by the Board.

Risk Management

The Board of Directors of the Company is responsible for the direction and establishment of internal controls to mitigate material business risks. The Company has formulated and adopted a Risk Management Policy to identify the element of risk for achieving its business objective and to provide reasonable assurance that all the material risks will be mitigated.

Further details on Risk Management are given in report on Management''s Discussion and Analysis Report, which forms part of the Annual Report.

Internal Financial Controls

The Company has adequate system of internal financial controls to safeguard and protect the Company from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

The internal financial controls have been embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the internal auditors during the course of their audits.

The Audit Committee reviews adequacy and effectiveness of Company''s Internal Controls and monitors the implementations of audit recommendations.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Rajiv Krishan Luthra and Mr. P.M.S. Prasad. The Committee''s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the ''Corporate Social Responsibility Policy''

The CSR policy of the Company is available on its website and may be accessed at the link: http://www.network18online. com/reports/policies/Network18%20-%20Policy%20on%20 Corporate%20Social%20Responsibility.pdf

In terms of CSR Policy of the Company, the focus areas of engagement are as under:

- Addressing identified needs of the unprivileged through initiatives directed towards improving livelihood, alleviating poverty, promoting education, empowerment through vocational skills and promoting health and well-being.

- Preserve, protect and promote art, culture and heritage

- Environmental sustainability, ecological balance and protection of flora and fauna.

The Company would also undertake other need based initiatives in compliance with Schedule VII of the Act.

The Company has not yielded any profits during the previous three financial years. Hence, in terms of Section 135 of the Act, the Company was not required to spend any amount on CSR activities.

Vigil Mechanism

The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a policy on Vigil Mechanism and Whistle Blower. The Company has constituted an Ethics & Compliance Task Force to process and investigate a protected disclosure made under the policy. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice or victimization. The Audit Committee oversees the Vigil Mechanism. The policy on Vigil Mechanism and Whistle Blower is available on the Company''s website and may be accessed at the link: http:// whistleblower NW18 F.PDF

Related Party Transactions

All the related party transactions were entered on arms'' length basis and were in the ordinary course of business. Further, the transactions with related parties were in compliance with applicable provisions of the Act and the Listing Regulations. Omnibus approval was obtained for the transactions which were foreseen and repetitive in nature. A statement of all related party transaction was presented before the Audit Committee on a quarterly basis.

During the year, the Company had not entered into any contract/ arrangement/ transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of Related Party Transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on materiality of related party transactions and on dealing with Related Party Transactions is posted on the Company''s website and may be accessed at the link: policies/Policy%20of%20Materiality%20of%20Related%20 Party%20Transactions%20and%20on%20Dealing%20with%20 Related%20Party%20Transactions%20new.pdf

The details of the transactions with Related Parties are provided in Note No. 32 to the standalone financial statements.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Details of Loans given, Investments made, Guarantees given and Securities provided by the Company, along with the purpose for which the Loan or guarantee or security is proposed to be utilized by the recipients are provided in Standalone Financial Statement. Please refer Note No. 2, 3, 7, 11, 32 and 34 to the standalone financial statement.

Auditor and Auditors'' Report

Statutory Auditor

Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Regn No.117366W/W-100018) were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years at the Annual General Meeting held on September 25, 2017. The Company has received confirmation from them to the effect that they are not disqualified for holding the office of the Auditors.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditor

The Board had appointed M/s Pramod Chauhan & Associates, Cost Accountants as the Cost Auditors of the Company for the financial year 2017-18 for conducting the audit of the Cost Records of the Company.

Secretarial Auditor

The Board had appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018, is annexed with this report and marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Particulars of Employees and Related Information

The information required in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is forms part of this report.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 also form part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company on all working days during working hours and any member interested in obtaining such information may write to the Company Secretary and the same shall be furnished on request.

Extract of Annual Return

Extract of Annual Return in the prescribed format is annexed with this report and marked as Annexure IV.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosure are given below:

a) Conservation of Energy

The Company is not an energy intensive unit, hence alternate source of energy may not be feasible. However, regular efforts are made to conserve the energy. The Company evaluates the possibilities and various alternatives to reduce energy consumption. Further, use of low energy consuming LED lightings is being encouraged.

b) Technology Absorption

The Company is conscious of implementation of latest technologies in key working areas. Technology is ever-changing and employees of the Company are made aware of the latest working techniques and technologies through workshops, group e-mails, and discussion sessions for optimum utilization of available resources and to improve operational efficiency. The Company is not engaged in manufacturing activities therefore, certain disclosures on technology absorption and conservation of energy etc. are not applicable.

During the year, there is no expenditure on Research and Development.

c) Foreign Exchange Earnings and Outgo

During the year under review the Company earned Rs, 5.32 crore of foreign exchange and used Rs, 4.31 crore of foreign exchange, both on actual basis.


During the year under review:

1. The Company had not issued any equity shares with differential voting rights as to dividend, voting or otherwise.

2. The Company had not issued any shares (including sweat equity shares) to employees of the Company under any scheme. Voting rights on the shares issued to employees in earlier years under Employee Stock Option Schemes of the Company are either exercised by them directly or through their appointed proxy.

3. No significant and/or material order was passed by any Regulator/ Court/Tribunal which impacts the going concern status of the Company or its future operations.

4. No fraud has been reported by Auditors to the Audit Committee or the Board.


The Board of Directors wish to place on record their appreciation for the faith reposed in the Company and continuous support extended by all the employees, members, customers, joint venture partners/ associates, investors, government authorities, bankers and various stakeholders.

For and on behalf of the Board of Directors

Place: Mumbai Adil Zainulbhai

Date: April 24, 2018 Chairman

Director’s Report