TV18 Broadcast Ltd Directors Report.

Dear Members,

The Board of Directors are pleased to present the 14th Annual Report and the Companys Audited Financial Statement for the financial year ended March 31, 2019.

Financial Results

The financial performance of the Company (Standalone and Consolidated) for the year ended March 31, 2019 is summarised below:

(fi in crore)

Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Revenue from operations 1079.21 945.85 4942.70 1475.19
Profit / (loss) before interest and depreciation 106.61 58.79 384.72 157.09
Less: Interest 52.31 23.23 100.62 26.96
Depreciation 42.26 41.70 132.46 69.21
Profit/(loss) before tax 12.04 (6.14) 151.64 60.92
Less: Tax Expenses* (73.01) 52.57 (58.76) 51.99
(*includes current tax, deferred tax, short/ excess provision of tax relating to earlier years)
Profit/(loss) for the year 85.05 (58.71) 210.40 8.93
Add: Other Comprehensive Income (8.66) (0.86) (9.12) 0.29
Total Comprehensive Income for the Year 76.39 (59.57) 201.28 9.22
Less: Total Comprehensive Income attributable to Non- Controlling - - 43.31 (0.18)
Interest
Total Comprehensive Income Attributable to Owners of the - - 157.97 9.40
Company
Less: Appropriation (Transfer to General Reserve) - - - -
Earnings Per Share (Basic) (in ) 0.50 (0.34) 0.97 0.06

Financial figures for the previous financial year 2017-18 have been restated in order to give efiect to the Scheme of Merger by Absorption, duly approved by National Company Law Tribunal, Mumbai Bench. The Scheme became efiective from November 1, 2018 with an appointed date of April 1, 2016. Therefore, the previous years figures may not be comparable with figures given in the financials and Boards Report of the previous year.

Results of Operations and the State of Companys Affairs

During the year under review, on standalone basis, the Company recorded an operating turnover of fi 1079.21 crore (previous year fi 945.85 crore). Profit before Tax was fi 12.04 crore, as against fi (6.14) crore in previous year. The consolidated revenue from operations was fi 4942.70 crore as against fi 1475.19 crore in previous year and Profit before Tax on consolidated basis was fi 151.64 crore, as against fi 60.92 crore in previous year.

The Company continues to improve its viewership and enhance its market share by having broadest news network with unmatched coverage through 20 channels spanning in 15 languages and 26 states. Business news channels of the Company continue to maintain their leadership position. General news channels (especially Hindi) have witnessed improvement in ranking which has driven monetization. Regional news portfolio continues to gain traction and is reducing the gestation of losses of channels launched in financial year 2016-17.

In view of the accumulated losses, the Company does not propose to transfer any amount to the reserves.

Dividend

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

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

Deposits

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, 2019, deposits and interest thereon aggregating to fi 66.24 lakhs remained unclaimed.

Scheme of Merger

The National Company Law Tribunal, Mumbai Bench (‘NCLT), has approved the Scheme of Merger by Absorption (the "Scheme") of Equator Trading Enterprises Private Limited, Panorama Television Private Limited, RVT Media Private Limited and ibn18 (Mauritius) Limited, direct or indirect, wholly owned subsidiaries with the Company with appointed date as April 1, 2016. The Scheme became efiective on November 1, 2018.

Share Capital

Pursuant to the aforesaid Scheme, the Authorised Share Capital of the Company increased to fi 1352,10,00,000 (Rupees One Thousand Three Hundred Fifty two Crore and Ten Lakh Only) from fi 1000,00,00,000 (Rupees One Thousand Crores Only).

Material Changes affecting the Company

There have been no material changes and commitments afiecting 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.

Managements Discussion and Analysis Report

Managements 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

The Company has obtained credit rating for its Borrowing Programme viz. Long-term/Short-term, Fund based/Non-fund based Facility limits and Commercial Paper Programme from ICRA Limited. Further, details on the Credit Ratings are given in the Corporate Governance Report, which forms part of this Report.

Corporate Governance

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

A 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. This report inter-alia contains initiative w.r.t. stakeholder relationship, customer relationship, sustainability, health and safety.

Directors and Key Management 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.

Mr. Rahul Joshi was appointed as an Additional Director designated as Managing Director of the Company w.e.f. October 15, 2018, for a period of 3 years. As an Additional Director he holds Ofice upto the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing his candidature for appointment at the ensuing Annual General Meeting of the Company. Further, his appointment as Managing Director is subject to approval of the members.

Ms. Renuka Ramnath was appointed as an Additional Director (Independent) w.e.f. July 16, 2019, for a period of 5 (five) years upto July 15, 2024 and she shall hold ofice as an Additional Director of the Company up to the date of ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing her candidature for the appointment at the ensuing Annual General Meeting of the Company, as an Independent Director, not liable to retire by rotation.

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

During the year under review, Ms. Nirupama Rao, Independent Director, resigned from the Directorship of the Company w.e.f. May 29, 2018. The Board places on record its appreciation for the valuable contribution made by her during her tenure as Director of the Company. Further, Ms. Kshipra Jatana resigned from the post of Manager of the Company w.e.f. July 9, 2018.

The term of ofice of Mr. Adil Zainulbhai as Independent Director, will expire on May 14, 2020. The Board of Directors, based on the performance evaluation and as per the recommendation of the Nomination and Remuneration Committee, has recommended his re-appointment as Independent Director of the Company for a second term of 5 (five) consecutive years on the expiry of his current term of ofice. The Board considers that given his background, experience and contribution made by him during his tenure, the continued association of Mr. Adil Zainulbhai would be beneficial to 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. The Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

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

The Company, has in place a ‘Policy for Selection of Directors and Determining Directors Independence and ‘Remuneration Policy for Directors, Key Managerial Personnel and Other Employees. These policies have been uploaded on the website of the Company at www.nw18.com.

The Policy for Selection of Directors and Determining Directors Independence sets out guiding principles for Nomination and Remuneration Committee for identifying persons who are qualified to become directors and determining directors independence, if the person is intended to be appointed as independent director. There has been no major change in this policy during the year under review. The criteria of independence, number of directorships and committee memberships prescribed in the policy has been changed to align the policy with the amendment made in this regard in the Act and the Listing Regulations.

The Remuneration Policy for Directors, Key Managerial Personnel and Other Employees sets out guiding principles for Nomination and Remuneration Committee for recommending to the Board the remuneration of Directors, Key Managerial Personnel and other employees. There has been no change in the policy during the year under review.

Performance Evaluation

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation.

In accordance with the manner specified by the Nomination and Remuneration Committee, the Board carried out performance evaluation of the Board, its Committees, and Individual Directors (including Independent Directors). The Independent Directors separately carried out evaluation of Chairperson, Non-Independent Directors and Board as a whole. The performance of each Committee was evaluated by the Board, based on views received from respective Committee Members. 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 Managements Discussion and Analysis Report.

During the year under review, pursuant to the Scheme of Merger by Absorption (‘Scheme) sanctioned by the National Company Law Tribunal, Mumbai Bench (NCLT), Equator Trading Enterprises Private Limited, Panorama Television Private Limited, RVT Media Private Limited and ibn18 (Mauritius) Limited, direct and indirect wholly owned subsidiaries (collectively referred as ‘the Transferor Companies), merged with the Company with efiect from November 1, 2018 and the said Transferor Companies ceased to be subsidiaries 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 the Companys website www.nw18.com. The Financial Statement of each of the subsidiaries of the Company may also be accessed at Companys website www.nw18.com. 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 Ofice of the Company.

The Company has formulated a Policy for Determining Material Subsidiaries and the same is placed on the website at http://nw18.com/reports/reportstv18/Policies/TV18-PolicyforDet erminingMaterialSubsidiaries.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, 2019, 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 judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of afiairs of the Company as at March 31, 2019 and of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and suficient 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, 2019 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 were operating efiectively; and

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

Number of Meetings of the Board

During the financial year ended on March 31, 2019, 5 (Five) Board meetings were held. Further, details of the meetings of the Board and its Committees are given in the 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, Mr. Rajiv Krishan Luthra, Independent Directors, and Mr. P.M.S. Prasad, Non-Executive Director. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Other Board Committees

In compliance with the provisions of the Act and Listing Regulations, the Board has constituted Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee.

The details of the composition, dates of meetings, attendance and terms of reference of each of the Committees are disclosed in the Corporate Governance Report, which forms part of this report.

Risk Management

The Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. The Board of Directors of the Company has constituted Risk Management Committee which has, inter alia, been entrusted with the responsibility of Overseeing implementation/ Monitoring of Risk Management Plan and Policy; and continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.

Further, details on Risk Management indicating development and implementation of Risk Management policy including identification of elements of risk and their mitigation are covered in Managements Discussion and Analysis section, which forms part of the Annual Report.

Internal Financial Controls

The Company has adequate systems of internal financial controls to safeguard and protect the Company from loss, unauthorised use or disposition of its assets. All the transactions are properly authorised, 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 efiectiveness 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 efiectiveness of Companys Internal Controls and monitors the implementation of audit recommendations.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Dhruv Subodh Kaji, Independent Directors, and Mr. P.M.S. Prasad, Non-Executive Director. The Committees 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, inter alia, covers CSR vision and objective and also provides for governance, implementation, monitoring and reporting framework. There has been no change in the policy during the year.

The complete CSR policy of the Company is available on its website and may be accessed at the link: http://nw18.com/reports/reportstv18/Policies/Corporate%20 Social%20Responsibility%20Policyfi1.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

Ensuring environmental sustainability, ecological balance and protection of fiora and fauna

Training to promote rural sports, nationally recognised sports, Paralympics sports and Olympic sports

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

During the year under review, the Company has spent

fi 2.65 crore in the areas of Sports Programme and Promoting Education which is more than the prescribed 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 Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure II to this Report.

Vigil Mechanism

The Company promotes ethical behaviour 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 victimisation. The Audit Committee oversees the Vigil Mechanism. The Policy on Vigil Mechanism and Whistle Blower is available on the Companys website and may be accessed at the link: http://nw18. com/reports/reportstv18/Policies/Policy%20on%20Whistle%20 Blower%20Policy-Vigil%20Machanism.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 transactions was presented before the Audit Committee on a quarterly 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 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 Companys website and may be accessed at the link: http://nw18.com/reports/reportstv18/Policies/TV18-Policyo nMaterialityofRPTanddealingwithRPTtransactions.pdf

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 utilised by the recipient are provided in the Standalone Financial Statement. Please refer Note nos. 6, 7, 11, 15, 35 and 40 to the Standalone Financial Statement.

Auditors & Auditors Reports

Statutory Auditor

S.R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Regn. 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. The Company has received confirmation from them to the efiect that they are not disqualified from continuing as Auditors of the Company.

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

In accordance with the provisions of Section 148(1) of the Act, the Company has maintained cost accounts and records. The Board had appointed M/s Pramod Chauhan & Associates, Cost Accountants, as the Cost Auditors of the Company for conducting the audit of the cost records of the Company for the financial year 2018-19. Further, they have been appointed as the Cost Auditors by the Board for the financial year 2019-20.

Secretarial Auditor

The Board had appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2019, 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

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

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 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 Ofice of the Company during working hours and any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee as specified under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The other disclosures under this Act are given in the Business Responsibility Report, which forms part of this Report. During the year under review, no complaint was received by the Company.

Annual Return

As required under Section 134(3)(a) of the Act, Annual Returns for the year 2018-19 and 2017-18 are put up on the website of the Company and may be accessed at the link http://nw18.com/reports/ reportstv18/Notices%20Events/ExtractofAnnualReturn-2018-19. pdf and http://nw18.com/reports/reportstv18/Notices%20Events/ ExtractofAnnualReturn-2017-18.pdf.

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 disclosures 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 efiorts 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 utilisation of available resources and to improve operational eficiency. 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 has been no expenditure on Research and Development.

c) Foreign Exchange Earnings and Outgo

During the year under review, the Company earned fi 20.55 crore of foreign exchange and used fi 100.45 crore of foreign exchange, both on actual basis.

General

During the year under review:

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

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

3. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

4. 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.

5. No fraud has been reported by Auditors (Statutory Auditor, Secretarial Auditor or Cost Auditor) to the Audit Committee or the Board.

6. There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

Acknowledgement

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

For and on behalf of the Board of Directors
Date: July 16, 2019 Adil Zainulbhai
Place: Mumbai Chairman