A NEW WAY Annual Report 2015-16 Contents Corporate Overview TV18 at a Glance 02 Board of Directors 04 Chairman’s Message 06 Our Business Segments 08 New Content. New Quality. 10 A new way of Defining 12 Audiences A new People Energy 14 A new Screen. A new 16 Experience. Corporate Information 18 Statutory Reports Management Discussion & 20 Analysis Board’s Report 44 Corporate Governance 72 Report Financial Statements STANDALONE Independent Auditors’ Report 94 Balance Sheet 100 Statement of Profit and Loss 101 Cash Flow Statement 102 Notes 104 Brief introduction CONSOLIDATED Independent Auditors’ Report 137 TV18 Broadcast Limited (TV18/ the Company), a subsidiary Balance Sheet 142 of Network18 Media & Investments Limited operates an Statement of Profit and Loss 143 array of news, entertainment and factual entertainment Cash Flow Statement 144 channels. Towards this, TV18 has entered into partnerships Notes 146 with several leading global media players including Viacom NOTICE Inc in entertainment, CNN in English general news, CNBC in Notice, Attendance Slip & 191 business news and A+E Networks in factual entertainment to Proxy Form provide best-in-class media products. An important barometer of change is the manner in which the world of information and entertainment is evolving. Long- held status quo is being challenged, and the supremacy of audience interests is deciding the dynamics of every medium. At TV18 we are proud to have foreseen this change and have set in process a new way of doing things. There is excitement and dynamism in the way we are approaching our business. This is characterised by revived business operations, new content strategy, additions to the existing category of channels / platforms and rebranding of newly acquired ones. All of these efforts have been strategically and seamlessly carried out by a spirited management team that has led the Company responsibly in a new way. A way determined by the many watershed events within the Media and Entertainment sector that have had a significant impact on the developments at TV18. THERE IS CHANGE IN THE AIR AS A MORE CONFIDENT, PROGRESSIVE ` cr AND YOUNGER INDIA EMERGES. 2,569 INDIA’S DEMOGRAPHIC ADVANTAGE Revenue COUPLED WITH NEW ECONOMIC MOMENTUM AND A POLICY PUSH IS HERALDING A WAVE OF `252 cr UNPARALLELED ACTIVITY ACROSS Operating Profit ALL SECTORS. IN MANY WAYS, INDIA IS ADOPTING A NEW WAY OF DOING THINGS. FROM INFRASTRUCTURE CREATION TO A MANUFACTURING PUSH, FROM FINANCIAL INCLUSION TO EMBRACING THE DIGITAL ECOSYSTEM, LIVES OF INDIANS ARE CHANGING. TV18 at a Glance TV18 IS A PART OF NETWORK18 GROUP, ONE OF INDIA’S MOST DIVERSE MEDIA AND ENTERTAINMENT CONGLOMERATES THAT HOUSES AN ARRAY OF LEADING NEWS CHANNELS SUCH AS CNBC-TV18, CNBC-AWAAZ, CNBC-TV18 PRIME HD, CNBC BAJAR, CNN-NEWS18, IBN7, IBN-LOKMAT AND 10 ETV REGIONAL NEWS CHANNELS. On the entertainment side, TV18 been rebranded as Colors Marathi, operates a joint venture with Viacom Colors Kannada, Colors Gujarati, Colors Inc called Viacom18, which houses a Bangla and Colors Oriya. portfolio of popular entertainment channels such as Colors, Colors To give global audiences a window into HD, Colors Infinity, Rishtey, MTV the world’s largest democracy, TV18 India, MTV Indies, Comedy Central, launched News18, a 24-hour Indian Vh1, Nickelodeon, Nick HD+, Sonic news channel in English. Nickelodeon, Nick Jr./ Teen Nick. The To monetise content across platforms, group’s filmed entertainment business TV18 and Viacom18 have formed a is operated through Viacom18 Motion strategic joint venture called IndiaCast, Pictures, a division of Viacom18. To cater whose mandate is to drive domestic to the rising demand from consumers and international distribution of for On Demand Video content, Viacom18 channels, placement services and has recently launched VOOT, an OTT content syndication for the (Over The Top) distribution platform bouquet of channels from offering On Demand Video content. TV18, Viacom18 and other TV18 has also forayed into the Indian broadcasters. factual entertainment space through a joint venture with A+E Networks and operates History TV18. Having successfully completed the acquisition of ETV in FY 2013-14, TV18 now houses a bouquet of 10 regional news channels – ETV Urdu, ETV 34 Rajasthan, ETV Bihar Jharkhand, ETV Channels in India MP Chhattisgarh, ETV UP Uttarakhand, ETV Haryana Himachal Pradesh, ETV News Bangla, ETV News Kannada, ETV News Gujarati and ETV News Odia, and 5 regional general entertainment channels - ETV Marathi, ETV Kannada, ETV Bangla, ETV Gujarati and ETV Oriya, which have 2 TV18 Broadcast Limited Annual Report 2015-16 3 TV18 at a Glance Corporate OverviewCorporate Statutory Reports Financial Statements Financial There is excitement and dynamism in the way we are approaching our business. This is characterised by revived business operations, new content strategy, additions to the existing category of channels / platforms and rebranding of newly acquired ones. 2 TV18 Broadcast Limited Annual Report 2015-16 3 Board of Directors Mr. Adil Zainulbhai Mr. Dhruv Subodh Kaji Mr. Adil Zainulbhai is currently the Chairman of Quality Mr. Dhruv Subodh Kaji served as Finance Director of Raymond Council of India. He retired as the Chairman of McKinsey India Limited. Mr. Kaji has an experience of more than 30 years. after 34 years at McKinsey, of which the last 10 years were He holds a Bachelor’s Degree in Commerce from University spent in India. He has also co-edited the book, ‘Reimagining of Mumbai and is an Associate Member of the Institute of India’ which featured 60 authors including prominent Chartered Accountants of India. He is a Financial Advisor and businessmen, academics, economists, authors and journalists. Management Consultant. He has experience in evaluating and The book has been #1 in the non-fiction category in India on guiding business projects in India and abroad. its release and #2 on Amazon’s International Business List in the US. He grew up in Mumbai and graduated in Mechanical He is also a member of the Board of Directors of Diamines and Engineering from the Indian Institute of Technology. He also Chemicals Limited, Network18 Media & Investments Limited has an MBA from Harvard Business School. Mr. Zainulbhai and Superadd Trade Private Limited. He has served as a is very active in community and social causes. He is a Board Director of Colorplus Fashions Limited and Balaji Telefilms member of the Board of Trustees at Saifee Burhani Upliftment Limited. He has also been an Executive Director of Pinesworth Trust (re-developing Bhendi Bazaar in Mumbai), Wockhardt Holdings Pte. Ltd., Singapore. Foundation, Piramal Swasthiya (Health Management Research Institute). He was President of Harvard Business School Alumni Association of India and is on the Global Advisory Board of the Booth School of Business at University of Chicago. He is also a member of the Board of Directors of Reliance Industries Limited, Network18 Media & Investments Limited, Larsen & Toubro Limited, Cipla Limited, Reliance Jio Infocomm Limited, Reliance Retail Ventures Limited and TV18 Home Shopping Network Limited. For a detailed profile of the Directors, please refer to the Corporate Governance Report from pages 90 to 92. 4 TV18 Broadcast Limited Annual Report 2015-16 5 Board of Directors Corporate OverviewCorporate Statutory Reports Financial Statements Financial Mr. Rajiv Krishan Luthra Ms. Nirupama Rao Mr. Rajiv Krishan Luthra is the Founder and Managing Partner Ms. Nirupama Rao holds a Bachelor’s Degree in English of Luthra & Luthra Law Offices one of the largest law firms in Honors and a Master’s Degree in English Literature. She joined India. He has over 31 years of experience in advising clients on a the Indian Foreign Service in 1973. She served as India’s first vast range of commercial transactions including infrastructure woman spokesperson at the Foreign Office in New Delhi and projects. Mr. Luthra is an alumnus of Harvard Law School also as the country’s second woman Foreign Secretary, the and a Fellow of the British Commerce Society and the Royal highest post in the Foreign Service, from 2009 to 2011. She Geographical Society. Mr. Luthra is a member of SEBI’s High has had the distinction of serving in the major world capitals Level Committee for ‘Reviewing Insider Trading Regulations’ of Washington, Moscow and Beijing. She has served as India’s and SEBI’s Committee on ‘Rationalization of Investment Routes Ambassador to China and to the United States. Her expertise and Monitoring Foreign Portfolio Investments’. lies in the formulation and practice of government policy and in global issues and negotiation. Mr. Luthra is a member of the Board of Governors of Indian Institute of Corporate Affairs and a member of Advisory Board She is also a member of the Board of Directors of Network18 of National Law University, Jodhpur. Mr. Luthra is also a member Media & Investments Limited, KEC International Limited, of the Internal Quality Assurance Cell of NALSAR University of ITC Limited and Viacom18 Media Private Limited. Law, Hyderabad. He is also a member of the Board of Directors of Network18 Media & Investments Limited, DLF Limited, Mylan Laboratories Limited, Lodhi Property Company Limited, Mylan Laboratories India Private Limited, Knowledge Cloud Private Limited, Paani Foundation, Singapore International Arbitration Centre and Symphony International Holdings Limited. For a detailed profile of the Directors, please refer to the Corporate Governance Report from pages 90 to 92. 4 TV18 Broadcast Limited Annual Report 2015-16 5 Chairman’s Message DURING THE YEAR, WE STRENGTHENED OUR POSITION IN EACH SECTOR WHERE WE OPERATE. WE CONTINUED TO LEVERAGE OUR CREATIVE STRENGTHS TO PROVIDE TV CONTENT CATERING TO THE AUDIENCE’S TASTES. Dear Shareholders, now, we believe, requires no less than the viewing preference of audience. The FY 2015-16 was yet another successful creation of enhanced or new business challenge is to feel the pulse of the new- and eventful year for your Company.