TV18 Broadcast Limited BOARD OF DIRECTORS Mr. Manoj Mohanka Chairman Mr. Raghav Bahl Director Mr. Sanjay Ray Chaudhuri Director Mr. Hari S. Bhartia Director COMPANY OFFICIALS Network18 Group CFO Mr. R.D.S. Bawa Network18 Group CEO & Manager (TV18) Mr. Saikumar Ganapathy Balasubramanian Network18 Group Senior VP - Corporate Affairs Mr. Anil Srivastava General Manager - Finance Mr. Gurdeep Singh Puri DGM - Corporate Affairs & Company Secretary Mr. Hitesh Kumar Jain STATUTORY AUDITORS Deloitte Haskins & Sells Chartered Accountants STOCK EXCHANGE(S) & STOCK CODE(S) National Stock Exchange of India Limited (TV18BRDCST) BSE Limited (532800) BANKERS ICICI Bank Limited ING Vysya Bank Limted CONTENTS Page No. Kotak Mahindra Bank Limited Notice ..............................................................................................2 Oriental Bank of Commerce Syndicate Bank Directors’ Report ..........................................................................4 Yes Bank Limited Management Discussion and Analysis .............................10 REGISTRAR & SHARE TRANSFER AGENT Corporate Governance Report ............................................34 Link Intime India Private Limited FINANCIAL STATEMENTS 44, Community Centre, 2nd Floor, Standalone Financials Naraina Industrial Area, Phase-I Near PVR Naraina, Auditors’ Report .....................................................................48 New Delhi-110028 Balance Sheet .........................................................................52 E-mail: [email protected] Statement of Profit & Loss ..................................................53 COMPANY ADDRESSES Cash Flow .................................................................................54 Registered Office Notes ..........................................................................................56 503, 504 & 507, 5th Floor , Consolidated Financials ‘Mercantile House’, 15, Kasturba Gandhi Marg, Auditors’ Report .....................................................................91 New Delhi – 110001 Balance Sheet .........................................................................92 Tel.: (011) 49812600 Fax : (011) 41506115 Statement of Profit & Loss ..................................................93 Cash Flow .................................................................................94 Corporate Office Express Trade Tower, Notes ..........................................................................................96 Plot No. 15-16, Sector-16A, Consent for receiving documents Noida – 201301 (U.P.) through email ..........................................................................141 Tel. : (0120) - 434 1818 Fax : (0120) - 432 4110 A n n u a l R e p o r t 2 0 1 2 - 1 3 1 TV18 Broadcast Limited Notice Notice is hereby given that the 8th Annual General NOTES: Meeting of the Members of M/s TV18 Broadcast Limited 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT will be held on Monday, the 29th day of July 2013 at THE ANNUAL GENERAL MEETING (THE MEETING) IS 3.30 P.M. at MPCU, Shah Auditorium, Mahatma Gandhi ALSO ENTITLED TO APPOINT A PROXY TO ATTEND Sanskritik Kendra, 2 Raj Niwas Marg, Shree Delhi Gujarati AND VOTE ON A POLL INSTEAD OF HIMSELF AND Samaj Marg, Civil Lines, Delhi – 110 054 to transact the SUCH PROXY NEED NOT BE A MEMBER OF THE following businesses: - COMPANY. A BLANK PROXY FORM IS ENCLOSED WITH THIS NOTICE AND IF INTENDED TO BE USED, ORDINARY BUSINESS THE PROXY FORM DULY COMPLETED SHOULD BE 1. To receive, consider & adopt the Audited Balance Sheet DEPOSITED AT THE REGISTERED OFFICE OF THE as at 31st March 2013, Statement of Profit & Loss for the COMPANY NOT LESS THAN FORTY-EIGHT HOURS financial year ended on that date and the Reports of the BEFORE THE COMMENCEMENT OF THE MEETING. Board of Directors & Auditors thereon. 2. Members/ Proxies are requested to bring their copy of Annual Report as no copies will be made available 2. To appoint a Director in place of Mr. Raghav Bahl, who at the Meeting. Those members who do not receive retires by rotation and being eligible, offers himself for copies of Annual Report can collect their copies from re-appointment. the Registered Office of the Company. 3. To appoint a Director in place of Mr. Sanjay Ray 3. Members/ proxies should bring the attendance slips Chaudhuri, who retires by rotation and being eligible, duly filled in for attending the Meeting. Under no offers himself for re-appointment. cirucumstances, photocopies of the attendace slip will 4. To appoint Statutory Auditors of the Company and to fix be allowed for admission to the meeing place. their remuneration and in this regard, to consider and if 4. Corporate Members are requested to send a duly thought fit, to pass, with or without modification(s), the certified copy of the Board Resolution / Power of following resolution as an Ordinary Resolution. Attorney authorising their representative to attend “RESOLVED THAT subject to the provisions of Sections and vote on their behalf at the Meeting. 224, 225 and all other applicable provisions, if any, 5. Members can avail the nomination facility with of the Companies Act, 1956 (including any statutory respect to shares held, by submitting a request in the modification(s) or re-enactment(s) thereof for the time Nomination Form to the Company or to its Registrar being in force), M/s. Deloitte Haskins & Sells, Chartered and Share Transfer Agent (“RTA”), M/s Link Intime India Accountants, (Firm Registration No. 015125N) be and Private Limited, (“Link Intime”). Nomination Form can are hereby re-appointed as the Statutory Auditors of be downloaded from the website of the Company the Company to hold office from the conclusion of www.network18online.com under the section TV18 this Annual General Meeting until the conclusion of financials. the next Annual General Meeting of the Company, on 6. Mr. Raghav Bahl and Mr. Sanjay Ray Chaudhuri, such remuneration as shall be fixed by the Board of Directors, retiring by rotation at the ensuing Directors.” Meeting and being eligible, offer themselves for re- appointment. Brief profile of both the Directors, nature By order of the Board of their expertise in specific functional area and names For TV18 Broadcast Limited of other Public Limited Companies in which they hold Directorship and Chairmanship / membership of Hitesh Kumar Jain Committees of Board, shareholding and relationship Place : Noida DGM-Corporate Affairs Dated : 13 May, 2013 & Company Secretary between directors inter-se, as required under Clause 2 A n n u a l R e p o r t 2 0 1 2 - 1 3 TV18 Broadcast Limited 49 of the Listing Agreement entered into with the 13. Any query related to the accounts may be sent at Stock Exchange(s), are provided in the Corporate the Registered Office of the Company at least 10 Governance Report forming part of the Annual Report. days before the date of the Meeting. The Board of Directors recommends their respective 14. Members who hold shares in physical form in multiple re-appointment. folios in identical names or joint accounts in the 7. The Registers of Members and Share Transfer Books of same order of names are requested to send the share the Company will be closed from Monday, the 22nd day certificates to the Company’s RTA, Link Intime, for of July 2013 to Monday, the 29th day of July 2013, both consolidation into a single folio. days inclusive. 15. Non–Resident Indian Members are requested to inform 8. All documents referred to in the accompanying notice Link Intime, immediately of change in their residential are available for inspection at the Registered Office of the status on return to India for permanent settlement. Company on all working days except Saturday, between 16. SEBI, with intent to promote the use of electronic 11.00 A.M. to 1.00 P.M. upto the date of Meeting. payment system, has directed all the listed 9. Register of Director’s Shareholding pursuant to companies, vide its circular no. CIR/MRD/ Section 307 of the Companies Act, 1956 shall be kept DP/10/2013 dated March 21, 2013, to obtain the open and accessible at the Meeting for the inspection bank details of all its investors for enabling fund of person having right to attend the Meeting. transfer, if any, through ECS, NEFT, RTGS etc. 10. Members are requested to send all the correspondence Accordingly in compliance of the aforesaid SEBI concerning registration of transfer, transmission, circular, you are requested to update with your subdivision, consolidation of shares or any other share DP your bank details viz. Bank Account no., MICR related matters to the Company’s RTA, Link Intime, at (Magnetic Ink Character Recognition), IFSC (Indian 44, Community Centre, 2nd Floor, Naraina Industrial Financial System Code), etc. that are required for Area, Phase – I, Near PVR Naraina, New Delhi–110 028. making electronic payment and also provide the same either to the Company or its RTA, Link Intime. 11. Members who hold shares in electronic mode are requested to intimate immediately the change in 17. To support the “Green Initiative in the Corporate their address and other details to their Depository Governance” of Ministry of Corporate Affairs (MCA) Participant with whom they are maintaining their whole heartedly, members, who have not registered demat accounts. Members who hold shares in their e-mail addresses so far for receiving the physical mode are requested to intimate immediately Annual Report and other communication from the any change in their address and other details to the Company electronically, are requested