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503, 504 & 507, 5th Floor, 'Mercantile House', 15, Kasturba Gandhi Marg, New Delhi-110001 ibn18 BROADCAST LIMITED BOARD OF DIRECTORS • MR. MANOJ MOHANKA CHAIRMAN • MR. SAMEER MANCHANDA JT. MANAGING DIRECTOR • MR. RAGHAV BAHL DIRECTOR • MR. SANJAY RAY CHAUDHURI DIRECTOR • MR. HARI S. BHARTIA DIRECTOR • MR. SHAHZAAD SIRAZ DALAL DIRECTOR AUDITORS • DELOITTE HASKINS & SELLS CHARTERED ACCOUNTANTS AGM-CORPORATE AFFAIRS & COMPANY SECRETARY • MR. HITESH KUMAR JAIN G.M. - FINANCE • MR. GURDEEP SINGH PURI BANKERS CONTENTS Page No. • YES BANK • SYNDICATE BANK Notice .................................................................................2 • ICICI BANK LTD. • HSBC LTD. Directors’ Report.................................................................3 • ING VYSYA BANK LTD. • ORIENTAL BANK OF COMMERCE Corporate Governance Report .........................................23 • SMALL INDUSTRIES DEVELOPMENT BANK OF INDIA Auditors’ Report ................................................................32 Balance Sheet ..................................................................34 REGISTERED OFFICE • 503, 504 & 507, 5th FLOOR, Profit & Loss Account .......................................................35 ‘MERCANTILE HOUSE’, 15, KASTURBA GANDHI MARG, Cash Flow.........................................................................36 NEW DELHI - 110001 Schedules .........................................................................37 CORPORATE OFFICE Balance Sheet Abstract-Part IV of Schedule VI ............ 56 • EXPRESS TRADE TOWER Consolidated ibn18 PLOT NO. 15 & 16, SECTOR 16A, Auditors’ Report ............................................................57 NOIDA - 201 301 (U.P.) PH. 0120 - 434 1818 Balance Sheet...............................................................58 FAX. 0120 - 432 4110 Profit & Loss Account....................................................59 Cash Flow .....................................................................60 REGISTRAR & SHARE TRANSFER AGENT Schedules .....................................................................61 • LINK INTIME INDIA PVT. LTD. Subsidiary Companies A-40, 2ND FLOOR, NARAINA INDUSTRIAL AREA, PHASE - II RVT Media Pvt. Ltd.. ......................................................82 NEAR BATRA BANQUET HALL, IBN18 Media & Software Ltd. .........................................85 NEW DELHI - 110 028 ibn18 (Mauritius) Ltd. ......................................................90 1 ibn18 BROADCAST LIMITED NOTICE Notice is hereby given that the 5th Annual General Meeting of the 7. Members can avail the nomination facility with respect to Members of ibn18 Broadcast Limited will be held on Tuesday the shares held, by submitting a request in writing to the Company 27th day of July 2010 at 10.30 A.M. at MPCU, Shah Auditorium, or to M/s Link Intime India Private Limited, the Registrar and Mahatma Gandhi Sanskritik Kendra, 2 Raj Niwas Marg, Shree Delhi Share Transfer Agent of the Company. Gujrati Samaj Marg, Civil Lines, Delhi – 110054 to transact the 8. Mr. Raghav Bahl and Mr. Sanjay Ray Chaudhuri, Directors, following businesses: - retiring by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Brief AS ORDINARY BUSINESS resume(s) of both the Directors, nature of their expertise and 1. To receive, consider and adopt the audited Balance Sheet as at names of other Public Limited Companies in which they hold March 31, 2010, the Profit & Loss Account for the financial year Directorship, Chairmanship / membership of Committees ended on that date along with the Reports of the Board of Directors of Board, shareholding and relationships between directors and Auditors thereon. inter se as required under Clause 49 of the Listing Agreement entered into with the Stock Exchange(s), are provided in 2. To appoint a Director in place of Mr. Raghav Bahl, who retires by the Corporate Governance Report. The Board of Directors rotation and being eligible, offers himself for re-appointment. recommends their respective re-appointments. 3. To appoint a Director in place of Mr. Sanjay Ray Chaudhuri, 9. As per the authorisation of the Board of Directors of the who retires by rotation and being eligible, offers himself for re- Company the Registers of Members will be closed from appointment. Thursday the 24th day of June 2010 to Saturday the 26th day 4. To appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, of June 2010, both days inclusive. The Transfer Books of the as Statutory Auditors of the Company to hold office from the Company will also remain closed for the aforesaid period. conclusion of this Annual General Meeting until the conclusion of Members are requested to bring along their holding statement next Annual General Meeting and to fix their remuneration. in proof of their entitlement for attending this Annual General Meeting. By order of the Board 10. All documents referred to in the accompanying notice are For ibn18 Broadcast Limited available for inspection at the Registered Office of the Company during working hours between 10.00 A.M. to 1.00 P.M. except Sd/- holidays upto the date of Annual General Meeting. Place: Noida Hitesh Kumar Jain 11. Members are requested to send all the correspondence Dated: May 28, 2010 AGM-Corporate Affairs concerning registration of transfer, transmission, subdivision, & Company Secretary consolidation of shares or any other share related matters NOTES: and / or change in their address to the Company’s Registrar 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE & Share Transfer Agent, M/s Link Intime India Private Limited, MEETING IS ALSO ENTITLED TO APPOINT A PROXY TO at A - 40, 2nd Floor, Naraina Industrial Area, Phase – II, Near ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF Batra Banquet Hall, New Delhi – 110 028. AND SUCH PROXY NEED NOT BE A MEMBER OF THE 12. The details of the Stock Exchanges, on which the securities COMPANY. of the Company are listed, are given separately in this Annual 2. A blank Proxy Form is enclosed with this notice and if intended Report. to be used, the Form duly completed should be deposited at 13. Any query related to the accounts may be sent at the Registered the Registered Office of the Company not less than forty-eight Office of the Company at least 10 days before the date of the hours before commencement of Annual General Meeting. Annual General Meeting. 3. Members / Proxies are requested to bring a copy of this notice 14. Members who hold shares in physical form in multiple folios in as no copies will be made available at the meeting. Under identical names or joint accounts in the same order of names no circumstances, photocopies of the admission slip will be are requested to send the share certificates to the Company’s allowed for admission to the meeting place. Those members Registrar and Share Transfer Agent, M/s Link Intime India who do not receive copies of Annual Report can collect their Private Limited, for consolidation into a single folio. copies from the Registered Office of the Company. 4. Members / Proxies should bring the attendance slips duly By order of the Board filled-in for attending the Annual General Meeting. For ibn18 Broadcast Limited 5. In case of Joint holders attending the Annual General Meeting, only such Joint holder who is higher in the order of names will Sd/- be entitled to vote. Place: Noida Hitesh Kumar Jain Dated: May 28, 2010 AGM-Corporate Affairs 6. Corporate Members intending to send their representative to & Company Secretary attend the Annual General Meeting are requested to send a duly certified copy of the Board resolution / Power of Attorney authorising their representative to attend and vote on their behalf at the Annual General Meeting. 2 ibn18 BROADCAST LIMITED DIRECTORS’ REPORT Dear Shareholders, • Increase in Paid-up Share Capital Your Directors are delighted to present the 5th Annual Report on the During the year ended March 31, 2010, the paid-up equity share capital of the business and operations of the Company together with the audited Company increased from Rs. 35,83,02,956/- comprising of 17,91,51,478 equity accounts for the financial year ended March 31, 2010. shares of Rs. 2/- each to Rs. 36,33,02,956/- comprising of 18,16,51,478 equity FINANCIAL PERFORMANCE share of Rs. 2/- each consequent to allotment of 25,00,000 equity shares upon The key financial figures on standalone basis of your Company for conversion of Convertible Warrants. the year ended March 31, 2010 are as follows: The Company has received the listing and trading approval for the (Rs. In Lakhs) aforesaid equity shares from Bombay Stock Exchange Limited and Particulars Financial Year Financial Year National Stock Exchange of India Limited. ended ended March 31, 2010 March 31, 2009 RIGHTS ISSUE Net Revenues 26,372 19,384 During the year under review your Company had offered 5,44,95,443 equity Operating profit / (loss) before shares on rights basis to its equity share holders at a price of Rs. 93.50 per interest and depreciation (2,567) (3,182) equity share (Rs. 2/- to be appropriated to face value and Rs. 91.50 towards Interest 4,339 1,915 security premium account) aggregating to the Rs. 5,095.32 million in the Depreciation 1,304 1,565 ratio of three equity shares for every ten equity shares, held on record date Net Profit / (loss) before tax (8,210) (6,662) i.e. March 4, 2010. The Company has called Rs. 31/- per equity share on Provision for taxes / deferred tax - 160 Application and the balance amount of Rs. 62.50 per equity share payable