TV18 Broadcast Limited
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TV18 Broadcast Limited BOARD OF DIRECTORS Mr. Manoj Mohanka - Chairman Mr. Raghav Bahl - Director Mr. Hari S. Bhartia - Director DGM - CORPORATE AFFAIRS & COMPANY SECRETARY Mr. Hitesh Kumar Jain STATUTORY AUDITORS Deloitte Haskins & Sells LLP, Chartered Accountants BANKERS ICICI Bank Limited ING Vysya Bank Limited Kotak Mahindra Bank Limited Yes Bank Limited REGISTRAR & SHARE TRANSFER AGENT LINK INTIME INDIA PRIVATE LIMITED 44, Community Centre, 2nd Floor, Naraina Industrial Area, Phase-I, Near PVR Naraina, New Delhi – 110028 Email: [email protected] CONTENTS PAGE NO. COMPANY ADDRESSES Notice 2 Registered Office Directors’ Report 7 503, 504 & 507, 5th Floor, Management’s Discussion and 11 Mercantile House, Analysis Report 15, Kasturba Gandhi Marg, Corporate Governance Report 32 New Delhi – 110001 Phone : (011) 49812600 FINANCIAL STATEMENTS Fax : (011) 41506115 Standalone Financials Email : [email protected] Auditors’ Report 47 Website: www.network18online.com Balance Sheet 50 Statement of Profit & Loss 51 Cash Flow Statement 52 Corporate Office Express Trade Tower, Notes on Financial Statements 54 Plot No. 15 & 16, Sector 16A, Consolidated Financials Noida - 201 301, U.P. Auditors’ Report 89 Balance Sheet 90 Phone : (0120) 434 1818 Statement of Profit & Loss 91 Fax : (0120) 432 4110 Cash Flow Statement 92 Notes on Financial Statements 94 Proxy Form and Attendance Slip 135 Annual Report 2013-2014 1 TV18 Broadcast Limited NOTICE Notice is hereby given that the 9th Annual General Meeting of in respect of whom the Company has received a notice the members of TV18 Broadcast Limited (“the Company”) in writing under Section 160 of the Companies Act, will be held on Tuesday, September 30, 2014 at 12.00 noon at 2013 from a member proposing his candidature for the Tivoli Garden Resort, Khasra No. 646-653, Chattarpur Road, office of Director, be and is hereby appointed as an Near Chattarpur Mandir, New Delhi-110074 to transact the Independent Director of the Company to hold office for following businesses: a term up to 1 (one) year till the conclusion of the 10th ORDINARY BUSINESS: Annual General Meeting.” 1. To consider and adopt: 5. To appoint Mr. Hari S. Bhartia (DIN: 00010499) as an Independent Director and in this regard to consider and, (a) the audited financial statement of the Company if thought fit, to pass with or without modification(s), the for the financial year ended March 31, 2014, the following resolution as an Ordinary Resolution: reports of the Board of Directors and Auditors thereon; and “RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other (b) the audited consolidated financial statement of the applicable provisions of the Companies Act, 2013 Company for the financial year ended March 31, and the Companies (Appointment and Qualification 2014. of Directors) Rules, 2014 (including any statutory 2. To appoint a Director in place of Mr. Raghav Bahl modification(s) or re-enactment(s) thereof for the time (DIN 00015280), who retires by rotation at this Annual being in force) and Clause 49 of the Listing Agreement, General Meeting and, being eligible, has offered himself Mr. Hari S. Bhartia (DIN 00010499), who was appointed for re-appointment. as a Director liable to retire by rotation and in respect 3. To appoint Statutory Auditors of the Company and fix of whom the Company has received a notice in writing their remuneration and in this regard to consider and if under Section 160 of the Companies Act, 2013 from thought fit, to pass, with or without modification(s), the a member proposing his candidature for the office of following resolution as an Ordinary Resolution: Director, be and is hereby appointed as an Independent Director of the Company to hold office for a term up to 1 “RESOLVED THAT pursuant to the provisions of (one) year till the conclusion of the 10th Annual General Sections 139, 141, 142 and all other applicable provisions Meeting.” of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory 6. To approve the remuneration of the Cost Auditors for the modification(s) or re-enactment thereof, for the time financial year ending March 31, 2015 and in this regard being in force), and pursuant to the recommendation to consider and, if thought fit, to pass with or without of the Audit Committee of the Board of Directors, modification, the following resolution as an Ordinary Deloitte Haskins & Sells, LLP (Firm Registration Resolution: No.117366W/W-100018), be and are hereby appointed “RESOLVED THAT pursuant to the provisions of as the Statutory Auditors of the Company to hold office Section 148 and all other applicable provisions of from the conclusion of this Annual General Meeting the Companies Act, 2013 and the Companies (Audit till the conclusion of the 12th Annual General Meeting and Auditors) Rules, 2014 (including any statutory of the Company in the calendar year 2017, subject to modification(s) or re-enactment thereof, for the time ratification by the members at every Annual General being in force), M/s. Pramod Chauhan & Associates, Meeting, on such remuneration as shall be fixed by Cost Accountants (Membership No. 17073), the Cost the Board of Directors of the Company, in place of Auditors, appointed by the Board of Directors of the M/s. Deloitte Haskins & Sells, Chartered Accountants Company, to conduct the audit of the cost records of (Firm Registration No. 015125N), the retiring Auditors of the Company for the financial year ending March 31, the Company, who have expressed their unwillingness 2015, be paid remuneration of Rs. 2,50,000 (Rupees to be re-appointed as Statutory Auditors of the Company two lakhs and fifty thousand only);. at the ensuing Annual General Meeting.” RESOLVED FURTHER THAT the Board of Directors of SPECIAL BUSINESS: the Company be and is hereby authorised to do all acts 4. To appoint Mr. Manoj Mohanka (DIN: 00128593) as an and take all such steps as may be necessary, proper or Independent Director and in this regard to consider and, expedient to give effect to this resolution.” if thought fit, to pass with or without modification(s), the 7. To approve borrowings and in this regard to consider following resolution as an Ordinary Resolution: and if thought fit, to pass, with or without modification(s), “RESOLVED THAT pursuant to the provisions of the following resolution as a Special Resolution: Sections 149, 152 read with Schedule IV and all other “RESOLVED THAT pursuant to the provisions of applicable provisions of the Companies Act, 2013 Section 180(1)(c) and all other applicable provisions and the Companies (Appointment and Qualification of the Companies Act, 2013 (including any statutory of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time modification(s) or re-enactment thereof, for the time being in force) and subject to the provisions of the being in force) and Clause 49 of the Listing Agreement, Articles of Association of the Company, approval of the Mr. Manoj Mohanka (DIN: 00128593), who was members be and is hereby accorded to authorise the appointed as a Director liable to retire by rotation and Board of Directors of the Company (hereinafter referred 2 Annual Report 2013-2014 TV18 Broadcast Limited to as “the Board” which term shall be deemed to include Act, 2013 read with Companies (Incorporation) Rules, any committee which the Board may constitute, to 2014 (including any statutory modification(s) or re- exercise its powers, including the powers conferred by enactment thereof, for the time being in force), the this resolution) to borrow, from time to time, any sum draft regulations contained in the Articles of Association or sums of money at its discretion, for the purposes submitted to this meeting be and are hereby approved of the business of the Company, which together with and adopted in substitution, and to the entire exclusion, the moneys already borrowed by the Company and of the regulations contained in the existing Articles of remaining outstanding (apart from temporary loans Association of the Company; obtained from the Company’s bankers in the ordinary RESOLVED FURTHER THAT the Board of Directors of course of business or which is repayable on demand the Company be and is hereby authorised to do all acts or within a period of six months) may exceed at any and take all such steps as may be necessary, proper or point of time, the aggregate of the paid-up share capital, expedient to give effect to this resolution.” free reserves, that is to say reserves which are available for distribution as dividend and the securities premium By order of the Board account by a sum not exceeding Rs. 1,500 crore For TV18 Broadcast Limited (Rupees One thousand five hundred crore); Hitesh Kumar Jain RESOLVED FURTHER THAT the Board be and is Place: Mumbai DGM-Corporate Affairs hereby empowered and authorised to arrange or fix the Date: August 12, 2014 & Company Secretary terms and conditions of all such monies to be borrowed from time to time as to interest, repayment, security or Registered Office: otherwise and to do all acts and take all such steps as 503, 504 & 507, 5th Floor, may be necessary, proper or expedient to give effect to Mercantile House, this resolution.” 15, Kasturba Gandhi Marg, 8. To approve offer or invitation to subscribe to Non- New Delhi-110001 Convertible Debentures on private placement and in CIN - L74300DL2005PLC137214 this regard to consider and if thought fit, to pass, with e-mail: [email protected] or without modification(s), the following resolution as a Special Resolution: NOTES: “RESOLVED THAT pursuant to the provisions of 1. A MEMBER ENTITLED TO ATTEND AND VOTE Sections 42, 71 and all other applicable provisions of AT THE ANNUAL GENERAL MEETING (“THE the Companies Act, 2013 read with the Companies MEETING”) IS ENTITLED TO APPOINT A PROXY (Prospectus and Allotment of Securities) Rules, 2014 TO ATTEND AND VOTE ON A POLL INSTEAD (including any statutory modification(s) or re-enactment OF HIMSELF AND THE PROXY NEED NOT BE A thereof, for the time being in force) and subject to the MEMBER OF THE COMPANY.