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TV18 Broadcast Ltd.

BSE: 532800 Sector: Media
NSE: TV18BRDCST ISIN Code: INE886H01027
BSE 00:00 | 22 Mar 34.60 -0.50
(-1.42%)
OPEN

35.50

HIGH

35.65

LOW

34.50

NSE 00:00 | 22 Mar 34.60 -0.60
(-1.70%)
OPEN

35.20

HIGH

35.65

LOW

34.50

OPEN 35.50
PREVIOUS CLOSE 35.10
VOLUME 269379
52-Week high 70.90
52-Week low 30.50
P/E 45.53
Mkt Cap.(Rs cr) 5,932
Buy Price 34.60
Buy Qty 6100.00
Sell Price 34.65
Sell Qty 1400.00
OPEN 35.50
CLOSE 35.10
VOLUME 269379
52-Week high 70.90
52-Week low 30.50
P/E 45.53
Mkt Cap.(Rs cr) 5,932
Buy Price 34.60
Buy Qty 6100.00
Sell Price 34.65
Sell Qty 1400.00

TV18 Broadcast Ltd. (TV18BRDCST) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the 13th Annual Report and theCompany's audited Financial Statements for the financial year ended March 31 2018.

Financial Results

The financial performance of the Company (Standalone and Consolidated) for the yearended March 31 2018 is summarised below:

( Rs in crore)
Particulars

Standalone

Consolidated

2017-18

2016-17

2017-18

2016-17

Revenue from operations 735.45 666.81 1475.19 979.41
Profit before interest and depreciation 186.38 159.08 156.01 110.31
Less: Interest 19.06 18.68 26.96 22.43
Depreciation 18.63 17.83 69.21 56.37
Profit before tax 148.69 122.57 59.84 31.51
Less: Current Tax 52.32 21.11 53.02 24.05
Deferred Tax - - (1.03) 1.06
Profit for the year 96.37 101.46 7.85 6.40
Add: Other Comprehensive Income (0.91) (1.93) 1.37 (8.72)
Total Comprehensive Income for the year 95.46 99.53 9.22 (2.32)
Less: Total Comprehensive Income attributable to Non Controlling Interest (recovery) - - (0.18) (12.72)
Total Comprehensive Income attributable to Owners of the Company - - 9.40 10.40
Less: Appropriation (Transfer to General Reserve) - - - -
Earnings Per Share (Basic) (In Rs ) 0.56 0.59 0.05 0.11

Results of Operations and the State of Company's Affairs

During the year under review the Company recorded an operating turnover of Rs 735.45crore (previous year Rs 666.81 crore). Profit before Tax was Rs 148.69 crore as againstRs 122.57 crore in previous year. The consolidated revenue from operations of the Companywas Rs 1475.19 crore as against Rs 979.41 crore in previous year and Profit before Tax onconsolidated basis was Rs 59.84 crore as against Rs 31.51 crore in previous year.

The Company continues to improve its viewership and enhance its market share by havingbroadest news network with unmatched coverage through 20 channels spanning in 15 languagesand 26 states. Business news channels of the Company continue to maintain top position inbusiness news. General news channels of the Company have also significantly improved theirmarket share.

Dividend

In order to conserve the resources the Board of Directors has not recommended anydividend for the year under review. This is in accordance with the Company's DividendDistribution Policy.

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

Deposits

The Company has discontinued accepting fresh fixed deposits or renewing any depositsw.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 67.09lakhs remained unclaimed.

Scheme of Merger

The Scheme of Merger by Absorption (the "Scheme") for merger of EquatorTrading Enterprises Private Limited Panorama Television Private Limited RVT MediaPrivate Limited and ibn18 (Mauritius) Limited into TV18 Broadcast Limited with theappointed date as April 1 2016 has been filed with the National Company Law TribunalMumbai Bench ("NCLT") for approval. Upon receipt of approval the Scheme shallbe given Effect to in the financial statements of the Company.

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

Material Changes affecting the Company

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and the date of this Report. There hasbeen 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 stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section forming part of the Annual Report.

Credit Rating

ICRA Limited–the Credit Rating Agency has assigned following Credit Ratings to theCompany:

Instruments Ratings
Long term/Short term Facilities [ICRA] AAA (pronounced as Fund based / Non-fund based ICRA triple A) / Stable
Limits of Rs 354 crore
[ICRA] A1+ (pronounced as
ICRA A One plus) Outstanding
Commercial Paper Programme [ICRA] A1+ (pronounced as of Rs 750 crore ICRA A One plus)

CARE Ratings Limited – the Credit Rating Agency has assigned the following CreditRating to the Company:

Instruments Ratings
Commercial Paper Of Rs 750 crore Programme CARE A1+ (A One Plus)

Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India ("SEBI").

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

Business Responsibility Report

The Business Responsibility Report as stipulated under the Listing Regulationsdescribing the initiatives taken by the Company from an environmental social andgovernance perspective is attached as part of the Annual Report.

Directors and Key Management Personnel

In accordance with the provisions of the Companies Act 2013 ("the Act") andthe Articles of Association of the Company Mr. P.M.S. Prasad Non-ExecutiveDirector retires by rotation at this Annual General Meeting of the Company. Based on therecommendation of the Nomination and Remuneration Committee the Board has recommended hisre-appointment as Director liable to retire by rotation.

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

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

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

The following policies of the Company are annexed herewith and marked as AnnexureIIA 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 the IndependentDirectors Board Committees and other Individual Directors. The evaluation processinter-alia considers attendance at meetings acquaintance with business effectiveparticipation domain knowledge compliance with code of conduct vision and strategyetc.

On the basis of aforesaid Policy the process of performance evaluation of the BoardCommittee Individual Directors (including Independent Directors) and Chairperson wascarried out. The Chairperson of the respective Committees shared the report on evaluationwith the respective Committee members. The performance of each Committee was evaluated bythe Board based on report on evaluation received from respective Committees. The reporton performance evaluation of the Individual Directors was reviewed by the Chairperson ofthe Board and feedback was given to Directors.

Consolidated Financial Statement

In accordance with the provisions of the Act the Listing Regulations and IndAS 110 -Consolidated Financial Statements read with IndAS 28 - Investments in Associates and IndAS31 - Interests in Joint Ventures the audited Consolidated Financial Statement is providedin the Annual Report.

Subsidiaries/Joint Ventures/Associate Companies

The development in business operations/performance of the major subsidiaries/jointventures/associate companies forms part of the Management's Discussion and AnalysisReport.

During the year the Company took operational control and raised its stake to 51% inits subsidiary Viacom18 Media Private Limited ("Viacom18") by acquiring 1%additional equity shares of Viacom18.

The performance and financial information of the subsidiary companies/jointventures/associate companies is provided as Annexure to the Consolidated FinancialStatement.

The audited Financial Statement including the Consolidated Financial Statement andrelated information of the Company are available on the Company's website www.network18online.com.The Financial Statement of each of the subsidiaries may also be accessed on the Company'swebsite www.network18online.com. These documents will also be available forinspection on all working days (i.e. except Saturdays Sundays and Public Holidays) duringbusiness hours at the registered office of the Company.

The Company has formulated a Policy for Determining Material Subsidiaries and the sameis placed on the website at http://www.network18online.com/reportstv18/Policies/Policy%20for%20determining%20Material%20Subsidiaries%20new.pdf.

Secretarial Standards

The Company has complied with the provisions of the applicable Secretarial Standardsi.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 of 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 312018 the applicable Accounting Standards read with the requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;

(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of Affairs of the Company as at March 31 2018 and of the profit ofthe Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe 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 financialyear ended March 31 2018 on a ‘going concern basis';

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

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

Number of Meetings of the Board

During the year under review 7 (seven) Board meetings were held. Further details ofthe meetings of the Board and its Committees are given in the Corporate Governance Reportforming part of the Annual Report.

Audit Committee

The Audit Committee of the Company comprises Mr. Adil Zainulbhai (Chairman) Mr. DhruvSubodh Kaji Mr. Rajiv Krishan Luthra Independent Directors and Mr. P.M.S. PrasadNon-Executive Director. During the year all the recommendations made by the AuditCommittee were accepted by the Board.

Risk Management

The Board of Directors of the Company is responsible for the direction andestablishment of internal controls to mitigate material business risks. The Company hasformulated and adopted a Risk Management Policy to identify the elements of risk forachieving its business objectives and to provide reasonable assurance that all thematerial risks will be mitigated. Further details on Risk Management are given in thereport on Management's Discussion and Analysis Report which forms part of the AnnualReport.

Internal Financial Controls

The Company has adequate systems of internal financial controls to safeguard andprotect the Company from loss unauthorised use or disposition of its assets. All thetransactions are properly authorised recorded and reported to the Management. The Companyis following all the applicable Accounting Standards for properly maintaining the books ofaccounts and reporting financial statements.

The internal financial controls have been embedded in the business processes. Assuranceon the effectiveness of internal financial controls is obtained through managementreviews continuous monitoring by functional leaders as well as testing of the internalfinancial control systems by the Internal Auditors during the course of their audits.

The Audit Committee reviews adequacy and effectiveness of Company's internal controlsand monitors the implementation of audit recommendations.

Corporate Social Responsibility

Corporate Social Responsibility (CSR) Committee of the Company comprises Mr. AdilZainulbhai (Chairman) Mr. Dhruv Subodh Kaji Independent Directors and Mr. P.M.S. PrasadNon-Executive Director. The Committee's prime responsibility is to assist the Board indischarging its social responsibilities by way of formulating and monitoringimplementation of the objectives set out in the ‘Corporate Social ResponsibilityPolicy'.

The CSR Policy of the Company is available on its website and may be accessed at thelink http://www.network18online.com/reportstv18/Policies/Corporate%20Social%20Responsibility%20 Policy_1.pdf.

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

• Addressing identified needs of the unprivileged through initiatives directedtowards improving livelihood alleviating poverty promoting education empowermentthrough vocational skills and promoting health and well-being

• Preserve protect and promote art culture and heritage

• Environmental sustainability ecological balance and protection of flora andfauna

• Training to promote rural sports nationally recognised sports Paralympicssports and Olympic sports

The Company would also undertake other need based initiatives in compliance withSchedule VII to the Act.

During the year under review the Company had spent Rs 1.75 crore in the area ofTraining to Promote Rural Sports Nationally Recognised Sports which is more than theprescribed CSR expenditure of 2% of the average net profit of last three financial years.The Annual Report on CSR activities as stipulated under the Companies (Corporate SocialResponsibility Policy) Rules 2014 is annexed herewith and marked as Annexure IIIto this Report.

Vigil Mechanism

The Company promotes ethical behaviour in all its business activities. Towards thisthe Company has adopted a Policy on Vigil Mechanism and Whistle Blower. The Company hasconstituted an Ethics & Compliance Task Force to process and investigate a protecteddisclosure made under the Policy. The confidentiality of those reporting violations ismaintained and they are not subjected to any discriminatory practice or victimisation. TheAudit Committee oversees the Vigil Mechanism. The Policy on Vigil Mechanism and WhistleBlower is available on the website of the Company and may be accessed at the linkhttp://www. network18online.com/reportstv18/Policies/Policy%20on%20Whistle%20Blower%20Policy-Vigil%20Machanism.pdf.

Related Party Transactions

All the related party transactions were entered into on arm's length basis and were inthe ordinary course of business. Further the transactions with related parties were incompliance with the applicable provisions of the Act and the Listing Regulations. Omnibusapproval was obtained for the transactions which were foreseen and repetitive in nature. Astatement of all related party transactions was presented before the Audit Committee on aquarterly basis.

During the year the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with thePolicy of the Company on materiality of related party transactions or which is requiredto be reported in Form AOC-2 in terms of Section 134(3)(h) read with Section 188 of theAct and Rule 8(2) of the Companies (Accounts) Rules 2014. The Policy on Materiality ofRelated Party Transactions and on dealing with Related Party Transactions is posted on thewebsite of the Company and may be accessed at the linkhttp://www.network18online.com/reportstv18/Policies/Materiality_partytransactions_policy_TV181.pdf. The details of the transactions withRelated Parties are provided in Note no. 30 to the Standalone Financial Statement.

Particulars of Loans Given Investments Made Guarantees Given and Securities Provided

Details of loans given investments made guarantees given and securities provided bythe Company along with the purpose for which the loan or guarantee or security is proposedto be utilised by the recipient are provided in the Standalone Financial Statement. Pleaserefer Note nos. 2 3 10 30 and 36 to the Standalone Financial Statement.

Auditors & Auditors' Reports

Statutory Auditor

S.R. Batliboi & Associates LLP Chartered Accountants (ICAI Firm Registration no.101049W/E300004) 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. TheCompany has received confirmation from them to the Effect that they are not disqualifiedfor holding the office of the Auditors.

The Notes on Financial Statement referred to in the Auditors' Report areself-explanatory and do not call for further comments. The Auditors' Report does notcontain any qualification reservation adverse remark or disclaimer.

Cost Auditor

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

Secretarial Auditor

The Board had appointed M/s Chandrasekaran Associates Company Secretaries to conductthe Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for thefinancial year ended March 31 2018 is annexed with the Report and marked as AnnexureIV. The Secretarial Audit Report does not contain any qualification reservationadverse remark or disclaimer.

Particulars of Employees and Related Information

Information required in terms of the provisions of Section 197(12) of the Actread with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of this report.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 also form part of this report.

Having regard to the provisions of the second proviso to Section 136(1) of theAct and as advised the Annual Report excluding the aforesaid information is being sent tothe Members of the Company. The said information is available for inspection at theregistered office of the Company on all working days during working hours and any Memberinterested in obtaining such information may write to the Company Secretary and the samewill be furnished on request.

Extract of Annual Return

Extract of the Annual Return in the prescribed format is annexed with this report andmarked as Annexure V.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

Disclosures pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of theCompanies (Accounts) Rules 2014 are as under:

a) Conservation of Energy

The Company is not an energy intensive unit hence alternate source of energy may notbe feasible. However regular efforts are made to conserve the energy viz. use of lowenergy 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 latestworking techniques and technologies through workshops group e-mails and discussionsessions for optimum utilisation of available resources and to improve operationalefficiency.

The Company is not engaged in manufacturing activities. Therefore certain disclosureson technology absorption and conservation of energy etc. are not applicable.

During the year there has been no expenditure on Research and Development.

c) Foreign Exchange Earnings and Outgo

During the year the Company earned Rs 29.61 crore of foreign exchange and used Rs89.33 crore of foreign exchange on actual basis.

General

During the year under review:

1. The Company had not issued any equity share with differential rights as to dividendor voting or otherwise.

2. The Company had not issued any share (including sweat equity shares) to employees ofthe Company under any scheme. Voting rights on the shares issued to employees in earlieryears under Employees' Stock Option Scheme of the Company are either exercised by themdirectly or through their appointed proxy.

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

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

Acknowledgement

The Board of Directors wishes to place on record its appreciation for the faith reposedin the Company and continuous support extended by all the employees members customersjoint venture partners associates investors government authorities and bankers.

For and on behalf of the Board of Directors
Place: Mumbai Adil Zainulbhai
Date: April 24 2018 Chairman