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The Board of Directors are pleased to present the 13th Annual Report and the Companys audited Financial Statements for the financial year ended March 31, 2018.
The financial performance of the Company (Standalone and Consolidated) for the year ended March 31, 2018 is summarised below:
|( Rs in crore)|
|Revenue from operations||735.45||666.81||1475.19||979.41|
|Profit before interest and depreciation||186.38||159.08||156.01||110.31|
|Profit before tax||148.69||122.57||59.84||31.51|
|Less: Current Tax||52.32||21.11||53.02||24.05|
|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 Companys Affairs
During the year under review, the Company recorded an operating turnover of Rs 735.45 crore (previous year Rs 666.81 crore). Profit before Tax was Rs 148.69 crore, as against Rs 122.57 crore in previous year. The consolidated revenue from operations of the Company was Rs 1475.19 crore as against Rs 979.41 crore in previous year and Profit before Tax on consolidated 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 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 top position in business news. General news channels of the Company have also significantly improved their market share.
In order to conserve the resources, the Board of Directors has not recommended any dividend for the year under review. This is in accordance with the Companys Dividend Distribution Policy.
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 67.09 lakhs remained unclaimed.
Scheme of Merger
The Scheme of Merger by Absorption (the "Scheme") for merger of Equator Trading Enterprises Private Limited, Panorama Television Private Limited, RVT Media Private Limited and ibn18 (Mauritius) Limited, into TV18 Broadcast Limited with the appointed date as April 1, 2016, has been filed with the National Company Law Tribunal, Mumbai Bench ("NCLT") for approval. 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 the Reserve Bank of India for merger of Companys foreign subsidiary with the Company.
Material Changes affecting the Company
There have been no 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.
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.
ICRA Limitedthe Credit Rating Agency has assigned following Credit Ratings to the Company:
|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 Credit Rating to the Company:
|Commercial Paper Of Rs 750 crore||Programme CARE A1+ (A One Plus)|
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 the initiatives taken by the Company from an environmental, social and governance 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") and the Articles of Association of the Company, Mr. P.M.S. Prasad, Non-Executive Director, retires by rotation at this Annual General Meeting of the Company. Based on the recommendation of the Nomination and Remuneration Committee, the Board has recommended his re-appointment as Director liable to retire by rotation.
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.
Save and except aforementioned, there was no other change in Directors and Key Managerial Personnel 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 the Listing Regulations.
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.
The Company has formulated a Policy for Performance Evaluation of the 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 IndAS 110 - Consolidated Financial Statements read with IndAS 28 - Investments in Associates and IndAS 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, the Company took operational control and raised its stake to 51% in its subsidiary Viacom18 Media Private Limited ("Viacom18") by acquiring 1% additional equity shares of Viacom18.
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.network18online.com. The Financial Statement of each of the subsidiaries may also be accessed on the Companys website www.network18online.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 the 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://www. network18online.com/reportstv18/Policies/Policy%20for%20 determining%20Material%20Subsidiaries%20new.pdf.
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 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 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 judgements 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 profit 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 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 year under review, 7 (seven) 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.
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.
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 elements of risk for achieving its business objectives and to provide reasonable assurance that all the material risks will be mitigated. Further details on Risk Management are given in the report on Managements Discussion and Analysis Report, 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 all 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 Companys internal controls and monitors the implementation of audit recommendations.
Corporate Social Responsibility
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 is available on its website and may be accessed at the link 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 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
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 had spent Rs 1.75 crore in the area of Training to Promote Rural Sports, Nationally Recognised Sports 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 III to this Report.
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 website of the Company and may be accessed at the link http://www. network18online.com/reportstv18/Policies/Policy%20on%20 Whistle%20Blower%20Policy-Vigil%20Machanism.pdf.
Related Party Transactions
All the related party transactions were entered into on arms length basis and were in the ordinary course of business. Further, the transactions with related parties were in compliance with the 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 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 website of the Company and may be accessed at the link http://www.network18online.com/reportstv18/Policies/ Materiality_partytransactions_policy_TV181.pdf. The details of the transactions with Related 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 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. 2, 3, 10, 30 and 36 to the Standalone Financial Statement.
Auditors & Auditors Reports
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. 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.
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.
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 the Report and marked as Annexure IV. 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 (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 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 will be furnished on request.
Extract of Annual Return
Extract of the Annual Return in the prescribed format is annexed with this report and marked 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 the Companies (Accounts) Rules, 2014, are as under:
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, viz. 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 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 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 Rs 89.33 crore of foreign exchange on actual basis.
During the year under review:
1. The Company had not issued any equity share with differential rights as to dividend or voting or otherwise.
2. The Company had not issued any share (including sweat equity shares) to 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. No significant 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 had been reported by the Auditors to the Audit Committee or the Board of Directors.
The Board of Directors wishes to place on record its 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 and bankers.
|For and on behalf of the Board of Directors|
|Place: Mumbai||Adil Zainulbhai|
|Date: April 24, 2018||Chairman|