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Television Eighteen India Limited

BOARD OF DIRECTORS

MANOJ MOHANKA CHAIRMAN


RAGHAV BAHL MANAGING DIRECTOR
SANJAY RAY CHAUDHURI WHOLE TIME DIRECTOR
HARI S. BHARTIA DIRECTOR
SUBHASH BAHL DIRECTOR
VANDANA MALIK DIRECTOR

CHIEF EXECUTIVE OFFICER


HARESH CHAWLA

CHIEF FINANCIAL OFFICER


R.D.S. BAWA

SENIOR VP-CORPORATE AFFAIRS


& COMPANY SECRETARY
ANIL SRIVASTAVA

AUDITORS
DELOITTE HASKINS & SELLS
CHARTERED ACCOUNTANTS

BANKERS
Andhra Bank
Bank of India
Icici Bank Ltd.
Ing Vysya Bank Ltd
Kotak Mahindra Bank Ltd.
Standard Chartered Bank
State Bank of India
Yes Bank Ltd. CONTENTS Page No.
Notice.................................................................................. 2
REGISTERED OFFICE
503, 504 & 507, 5th Floor, Directors’ Report................................................................. 3
Mercantile House, 15 Corporate Governance Report.......................................... 22
Kasturba Gandhi Marg, Auditors’ Report................................................................. 31
New Delhi 110001.
Balance Sheet................................................................... 33

CORPORATE OFFICE Profit & Loss Account........................................................ 34


Express Trade Tower Cash Flow......................................................................... 35
Plot No. 15 & 16, Sector 16A, Schedules.......................................................................... 36
Noida, U.P. -201 301.
Consolidated TV 18
REGISTRAR & SHARE TRANSFER AGENTS   Auditors’ Report............................................................. 80
Karvy Computershare (P) Ltd.   Balance Sheet............................................................... 81
Plot No. 17-24, Vithal Rao Nagar,   Profit & Loss Account.................................................... 82
Madhapur, Hyderabad-500 081
  Cash Flow...................................................................... 83
  Schedules...................................................................... 84

1
Television Eighteen India Limited

NOTICE
Notice is hereby given that the Seventeenth Annual General Company during working hours between 10.00 A.M. to 1.00
Meeting of the Members of TELEVISION EIGHTEEN INDIA P.M. except holidays upto the date of the Meeting.
LIMITED will be held at 11.00 A.M. on Tuesday, the 27th day of 9. Members are requested to:
July 2010 at MPCU Shah Auditorium, Mahatma Gandhi Sanskritik
a. Intimate the Company, changes, if any, in their registered
Kendra, 2, Raj Nivas Marg, Shree Gujarati Samaj Marg, Delhi –
addresses at an early date for shares held in physical
110 054.
form. For shares held in electronic form, changes, if any,
may please be communicated to respective DPs.
ORDINARY BUSINESS
b. Quote ledger folio numbers/DP ID and Clint ID number
1. Adoption of Annual Accounts:
in all their correspondence.
To receive, consider and adopt the Balance Sheet as at March
31, 2010 the Profit and Loss Account for the year ended on c. Members who hold shares in physical form in multiple
that date and the Reports of the Directors and the Auditors folios in identical names or joint accounts in the same
thereon. order of names are requested to send the shares
certificates to the Company’s Registrar and Transfer
2. Re-appointment of Ms. Subhash Bahl:
Agents, M/s Karvy Computershares Private Limited, for
To appoint a Director in place of Ms. Subhash Bahl, who
consolidation into a single folio.
retires by rotation and being eligible, offers herself for re-
appointment. d. Brings with them at the meeting duly filled Attendance
Slips for attending the meeting.
3. Appointment of Statutory Auditors:
To appoint M/s. Deloitte Haskins & Sells, Chartered 10. Members are desirous of making a nomination in respect
Accountants as Statutory Auditors of the Company to hold of their shareholding in the Company, as permitted under
office from the conclusion of this Annual General Meeting until Section 109A of the Companies Act, 1956, are requested to
the conclusion of next Annual General Meeting and to fix their write to the Company’s Registrar in the prescribed form.
remuneration. 11. For any investor-related queries, communication may be
sent by e-mail at investors.tv18@network18online.com
By order of the Board 12. The details of the Stock Exchanges, on which the securities
For Television Eighteen India Limited of the Company are listed, are given separately in this Annual
Report.
Place : Noida Sd/-
13. Any query related to the accounts may be sent at the
Date : May 28, 2010 Anil Srivastava
Registered Office of the Company at least 10 days before
Senior VP-Corporate Affairs &
the date of the Meeting.
Company Secretary
NOTES 14. Pursuant to the provisions of Section 205A(5) and 205C
of the Companies Act, 1956, the Company has transferred
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
the unpaid/ unclaimed dividends which have remained uncla-
ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT
imed for a period of seven years to the Investors Education
A PROXY TO ATTEND AND VOTE AND THE PROXY
and Protection Fund (IEPF) established by the Central Govt.
NEED NOT BE A MEMBER OF THE COMPANY. A blank
Proxy Form is enclosed with this notice and if intended to be 15. Members wishing to claim dividends, which remain
used, the form duly completed should be deposited at the unclaimed for the earlier years are requested to seek issue of
Registered Office of the Company not less than forty-eight duplicate warrant(s) by writing to the Company’s Registrars
hours before the commencement of the Meeting. and Transfer Agents, M/s Karvy Computershare Private
Limited, immediately. Members are requested to note that
2. Members/ Proxy are requested to bring a copy of this notice
the dividends not encashed or claimed within seven years
as no copies will be made available at the meeting. Under
from the date they first became due for payment, then such
no circumstances, photocopies of the admission slip will be
amount will be transfer the Investors Education and Protection
allowed for admission to the Auditorium. Those members
Fund (IEPF) established by the Central Government and no
who do not receive copies of Annual Report can collect
payment shall be made in respect of any such claims.
their copies from the Corporate/ Registered Office of the
Company. 16. The Company has received the Central Government
approval for not attaching the Balance Sheet, Profit & Loss
3. Corporate Members are requested to send a duly certified
Account, Director’s Report and Auditor’s Report of the
copy of the Board resolution/ Power of Attorney authorizing
subsidiary companies vide its letter dated May 14, 2010.
their representative to attend and vote at the Meeting.
Accordingly, the said documents are not being attached with
4. Members who hold shares in electronic mode are requested the Balance Sheet of the Company. The Annual Accounts of
to write their Client ID and DP ID and those who hold shares the subsidiary Companies are available for inspection by any
in physical form are requested to write their Folio Number in members/investors and the Company will make available
the Attendance Slip for attending the Meeting. these documents/details upon request by any Members of
5. In case of joint holders attending the Meeting, only such joint the Company or its subsidiaries interested in obtaining the
holder who is higher in the order of names will be entitled to same. However, the financial data of the subsidiaries has
vote. been furnished alongwith the statement pursuant to Section
6. The Registers of Members will be closed from Wednesday, 212 of the Companies Acts, 1956 forming part of the Annual
the 21st day of July, 2010 to Tuesday, the 27th day of Report.
July, 2010 (both days inclusive). The transfer Books of the By order of the Board
Company will also remain closed for the aforesaid period. For Television Eighteen India Limited
7. The Register of Directors’ Shareholding, maintained under
Place : Noida Sd/-
section 307 of the Companies Act, 1956, will be available for
Date : May 28, 2010 Anil Srivastava
inspection by the members at the Annual General Meeting.
Senior VP-Corporate Affairs &
8. All documents referred to in the accompanying notice Company Secretary
are available for inspection at the Registered Office of the

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Television Eighteen India Limited

DIRECTORS’ REPORT
Dear Members,

Your Directors have pleasure in presenting you the 17th Annual share capital of the Company comprising of 20,00,00,000 equity
Report together with the Audited Accounts of Television Eighteen shares of Rs. 5 per share and 5,00,000 preference shares of
India Limited (hereinafter referred to as “Company” or “TV18”) for the Rs 100 each aggregrating to Rs. 1,050,000,000, to 210,000,000
Financial Year ended March 31, 2010. equity shares of Rs. 5 each aggregating to Rs. 1,050,000,000
and for increasing the authorised share capital of the Company
FINANCIAL PERFORMANCE from Rs 1,050,000,000 (comprising 210,000,000 equity shares
The summarized financial figures on a standalone basis of your of Rs 5 each) to Rs 2,050,000,000 (comprising 410,000,000
Company for the year ended March 31, 2010 are as follows: equity shares of Rs 5 each). The result of the postal ballot was
(Rs. In Crores) announced on 22 June, 2009 whereby the aforesaid resolutions
Particulars Financial Financial were duly approved by the shareholders of the Company.
Year ended Year ended • Increase in the Paid up Share Capital
March 31, 2010 March 31, 2009 o During the current year the Company has made a rights issue
Profit before interest & depreciation 98.95 132.44 of 60,007,121 equity shares of Rs. 5 each at a premium of
Interest 109.18 108.66 Rs. 79 per share aggregating to Rs. 50,405.98 lakhs to the
Depreciation 17.19 18.96 existing shareholders of the Company. The rights issue
Net operating profit before tax (27.41) 4.82 opened on 29 September, 2009 and closed on 14 October,
Provision for taxes/deferred tax 5.06 (15.00) 2009. Pursuant to the approval dated 26 October, 2009
Net Profit / (loss) after tax (32.48) 19.82 of the Right Issue Committee, the Company has allotted
60,007,121 partly paid equity shares of Rs. 5 each at the
OPERATIONS premium of Rs. 79 per share. The Company had called Rs.
During the year under review, the Company achieved a turnover 21.00 per share on application and Rs. 29.40 per share and
of Rs. 276.91 (Previous Year Rs. 287.71 crores) and EBDIT of Rs. Rs. 33.60 per share were called on first call and final call,
98.95 (Previous Year Rs. 132.44 crores). respectively on the allotted shares. The rights issue resulted
Your Company is a full-fledged Indian broadcaster with properties in an increase in the equity share capital by Rs. 2,940.16
like CNBC-TV18 and CNBC-Awaaz alongwith two regular revenue lakhs and securities premium by Rs. 46,454.50 lakhs. As
streams – ‘commercial advertising’ and ‘cable subscriptions’. The on 31 March, 2010, there are partly paid 1979148 shares in
operations of the Company are discussed in detail in ‘Management respect of which calls are in arrears.
Discussion and Analysis Report’ forming part of the Annual Report in o During the year ended 31 March, 2010, the Company has
accordance with Clause 49 of the Listing Agreement. allotted 1,351,876 equity shares of Rs. 5 each on account of
The audited consolidated financial statements for the financial year exercise of ESOPs by the employees of the Company under
ended March 31, 2010 form part of the Annual Report. various ESOP schemes.

DEPOSITS DIRECTORS

Your Company’s Fixed Deposits Scheme launched in terms of With profound grief and sorrow we inform you that Mr. G. K. Arora,
Section 58A of the Companies Act, 1956 is performing incredibly who was the Chairman and Non- Executive Independent Director
well since its inception and as on March 31, 2010 the Fixed Deposits of the Company expired on November 5, 2009. We sincerely place
of the Company stood at Rs. 1,770,733,557/- on record his contribution to the growth of the Company during his
tenure.
Your Company has sent reminders to 569 deposit holders, who have
not claimed repayment of their fixed deposits which became due as Ms. Subhash Bahl, Director of the Company retires by rotation at the
on March 31, 2010, amounting to Rs. 19,792,000/-. ensuing Annual General Meeting and being eligible, offers herself for
There was no failure in repayment of Fixed Deposits on the maturity being re-appointed as Director of the Company. The relevant details
and the interest due thereon by the Company. of the Directors proposed to be re-appointed are provided in the
Corporate Governance Report forming part of the Annual Report.
CHANGE OF REGISTERD OFFICE
DIRECTORS’ RESPONSIBILITY STATEMENT
As approved by the Board of Directors of the Company, the registered
office of the Company was shifted from 601, 6th Floor, Commercial Pursuant to the provision of Section 217 (2AA) of the Companies
Tower, Hotel Le- Meridien, Raisina Road, New Delhi 110 001 Act, 1956 as amended, your Directors confirm:
to 503, 504 & 507, 5th Floor, ‘Mercantile House’, 15, Kasturba i) that in the preparation of the annual accounts for the financial
Gandhi Marg, New Delhi 110 001 w.e.f. May 10, 2010. year ended March 31, 2010, the applicable Accounting Standards
have been followed;
INCREASE IN AUTHORISED AND PAID-UP SHARE CAPITAL OF ii) that the Directors have selected such accounting policies and
THE COMPANY applied them consistently and made judgments and estimates
During the year under review the Authorised and Paid up share capital that are reasonable and prudent so as to give a true and fair
of the Company has been increased in the following manner: view of the state of affairs of the Company at the end of the
• Increase in the Authorised Share capital financial year and of profit or loss of the Company for the year
The Company had given a postal ballot notice dated 13 May, under review;
2009 to its shareholders pursuant to Section 192A of the iii) that the Directors have taken proper and sufficient care for
Companies Act, 1956 for reclassification of the authorised maintenance of adequate accounting records in accordance with

3
Television Eighteen India Limited

the provisions of the Companies Act, 1956 for safeguarding the the Board of Directors) Rules, 1988, the following information is
assets of the Company and for preventing and detecting fraud provided:
and other irregularities;
iv) that the Directors have prepared the accounts for the financial A. Conservation of Energy
year ended March 31, 2010 on a ‘going concern’ basis. Your Company is not an energy intensive unit, however regular
efforts are made to conserve energy your Company’s editing
MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT facilities, studios, offices etc.
Management’s Discussion and Analysis Report in terms of Clause
49 of the Listing Agreement is attached as Annexure – I to this report B. Research and Development
and forms the part of the Annual Report. The Company continuously makes efforts towards research and
developmental activities whereby it can improve the quality and
PARTICULARS OF SUBSIDIARIES REQUIRED UNDER SECTION productivity of its programmes.
212 OF THE COMPANIES ACT, 1956
A statement of your Company’s interest in it’s Subsidiary Companies C. Foreign Exchange Earnings and Outgo
is attached as Annexure – II to the Directors’ Report in terms of the Disclosure of foreign exchange earnings and outgo as required
provisions of Section 212 of the Companies Act, 1956. under Rule 2(C) is given in Schedule No. 16 “Notes on Accounts”
Ministry of Corporate Affairs, Government of India vide order no. forming part of the Audited Annual Accounts.
47/ 401/ 2010- CL--III dated May 14, 2010 has granted exemption
under section 212(8) of the Companies Act, 1956 from attaching EMPLOYEE STOCK OPTION AND STOCK PURCHASE PLAN
the Director’s Report, Balance Sheet, Profit & Loss Account and the Your Company has always believed in rewarding its employees
Report of Auditors of the Subsidiary Companies with the Balance for their continuous hard work, dedication and support. To this end
Sheet of the Company. Financial information of the Subsidiary the Company has instituted various ESOP Schemes for rewarding
Companies, as required under the said order, is disclosed in this the hard work and dedication put in by its employees and also, to
Annual Report. The Annual Accounts of the subsidiary companies attract new talent. The details of ESOP’s in compliance with SEBI
will also be kept for inspection by any shareholder at its Registered (Employees Stock Option and Employees Stock Purchase Scheme)
Office. The Company shall also furnish a hard copy of details of Guidelines, 1999 are given in annexure III of this report.
accounts of subsidiaries to any shareholder on demand.
PARTICULARS OF EMPLOYEES
AUDITORS & AUDITORS’ REPORT The names and other particulars of employees as required under
The term of M/s. Deloitte Haskins & Sells, Chartered Accountants the Section 217(2A) of the Companies Act, 1956, read with the
Statutory Auditors of your Company expires at the ensuing Annual Companies (Particulars of Employees) Rules, 1975 are set out as
General Meeting. The Company has received a certificate from annexure IV to the Director’s Report. In terms of the provisions of
them pursuant to the effect that their appointment, if made, would be Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report
within the prescribed limit as mentioned under Section 224 (1B) of excluding the aforesaid annexure is being sent out to the members
the Companies Act, 1956. They are also not otherwise disqualified and others entitled to receive the Annual Report of the Company.
within the meaning of Section 226(3) of the Companies Act, 1956. However any member who is interested in obtaining such information
Your Board has duly examined the Report by the Statutory Auditor’s may send a written request for the same, addressed to the Company
of the Company for the financial year ended March 31, 2010. The Secretary of the Company at the Registered Office of the Company.
Notes on Accounts as presented in this Annual Report are self
explanatory in this regard and hence do not call for any further Listing of Shares
clarification. The names and addresses of the Stock Exchanges where the
Company’s shares are listed are given below:
CORPORATE GOVERNANCE REPORT a) Bombay Stock Exchange Limited, Mumbai, 1st Floor, Phiroze
A detailed report on the Corporate Governance system and practices Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001.
of the Company is given in a separate section in the annual report b) National Stock Exchange of India Limited, “Exchange Plaza”, 5th
along with a Certificate from the Practicing Company Secretary Floor, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051.
confirming the compliance of conditions on Corporate Governance
as stipulated in Clause 49 of the Listing Agreement. ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their
‘GROUP’ AS DEFINED UNDER MONOPOLIES AND RESTRICTIVE
sincere appreciation for the unstinted support and efforts made by
TRADE PRACTICES ACT, 1956
all the employees of the Company, bankers, various Government
Pursuant to intimation received from Promoter(s) the names of departments and last but not the least, the shareholders of the
Corporate(s) entities consisting the ‘Group’ as defined under Company, towards conducting of efficient operations of your
the Monopolies and Restrictive Trade Practices Act, 1969 for Company.
the purpose of the SEBI (Substantial Acquisition of Shares and
Takeover) Regulations, 1997 is disclosed in a separate section in For and on behalf of the Board
the Annual Report.
Sd/-
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION Place : Noida (Manoj Mohanka)
AND FOREIGN EXCHANGE AND EARNINGS AND OUTGO Date : May 28, 2010 Chairman
Pursuant to Section 217(1) (e) of the Companies Act, 1956 read
with the Companies (Disclosures of particulars in the report of

4
Television Eighteen India Limited

Annexure - I
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
INDUSTRY STRUCTURE AND DEVELOPMENTS across the value chain. Many digital platforms, ranging from digital
The Indian media & entertainment industry, as a whole, has been cable, DTH, IPTV to digitization of films, print and online sales of
estimated to be approximately INR 587 billion as in 2009. According music have come into existence. DTH is leading the digitization
to industry reviews and reports this sector has shown a CAGR of wave in India, with approximately 30 million subscribers projected
10% during 2006-2009 and is forecast to grow at a CAGR of 13% by the end of 2010. With the increase in DTH, mobile & broadband
over the next 5 years. The growth in media & entertainment has penetration and the expected 3G roll out, the market for other digital
primarily been aided by India’s rapid economic growth amongst distribution platforms such as VoD, Pay Per View, Online streaming
other factors. India’s Gross Domestic Product (GDP) grew by almost and downloads is likely to improve considerably. Convergence of
7% in fiscal 2009 (Source: Economic Survey 2008-2009, RBI). content across “screens” – TV, computer and mobile is a direct
result of the digitization revolution. Consumers as well as content
M&E Industry 2009 2014P CAGR CAGR providers have ensured that the same content is increasingly
(INR Billion) (2006-09) (2009-14) deployed across platforms available to consumers at the time and
Television 257 521 12% 15% place of their convenience. Whether its e-papers or online streaming
of shows or mobile based applications, all content is now available
Print 175 269 8% 9% at a click across devices. “My time” is the new primetime.
Films 89 137 5% 9% • Growth of the Indian Consumption Story – Significant increase
Animation 20 47 18% 19% in private domestic consumption accompanied with a shift of the
share of wallet from essentials, such as food, clothing and shelter
Outdoor 14 24 5% 12%
to discretionary items such as recreation, education, healthcare
Music 8 17 2% 16% etc. has been the key macro-economic theme in India over the last
Radio 8 16 9% 16% few years. This is largely a result of 2 factors – (a) the favorable
demographic composition of the nation, commonly termed as the
Gaming 8 32 38% 32%
“Demographic Dividend”, which essentially means that a large
Internet 8 29 56% 30% proportion of the country’s populace is young and in the working
Total Size 587 1091 10% 13% age group, thus allowing for greater consumption upside and (b)
rapid economic growth which has corresponded with the influx of
(Source: FICCI-KPMG Report 2010) foreign capital and brands as well as stronger integration with the
Television, Print and Films are by far the largest segments of the global socio-economic environment. The above factors have led to
media & entertainment industry today and as per industry reports the emergence of an ever increasing large consuming class, with
will continue to remain dominant over the next 5 years. Internet rising disposable incomes, which is globally aware and acquisitive
segment has exhibited the fastest growth during the period 2006-09 in nature. This consuming class is highly “brand aware” and willing
and is projected to be the second fastest growing segment going to spend money on goods and services of “value”.
forward. Television and Print segments derive revenues from both • Subscription led revenue models - Traditionally, advertising
Advertising and Subscription whereas Outdoor and Radio only have revenues have had a strong hold in the M&E industry, but
an Advertising revenue stream. Films have a diversified revenue increasingly, subscription revenues are becoming important with
mix including theatrical ticket sales, home video, cable, satellite & consumers paying for media services. The media business models
DTH rights sales and other ancillary revenues. Animation & Gaming in India are undergoing a change with audiences becoming more
industries in India rely on outsourcing and domestic sales, whereas willing to pay for content and value added services. Technology
Music generates revenues from sale of songs across digital & has brought about convenience and offered superior quality to
physical media and broadcast & public performance licensing rights. consumers who have responded positively. The growth in ticket
Internet as an industry is evolving and companies are experimenting prices of movies at multiplexes, increasing number of Pay-TV
with different revenue models – advertising, subscription, transaction subscribers, increasing penetration of DTH with its user-friendly
(revenues in the table above however include only advertising interface and technology, and introduction of Value Added
revenues for Internet) Services (VAS) by telecom players are some examples of pay
markets gaining importance.
OPPORTUNITIES AND GROWTH DRIVERS
• Increasing importance of regional markets – No longer can
Media and Entertainment Industry media owners apply the “single content for all audience” strategy.
The Media and Entertainment Industry has shown structural shift due From providing regional versions or feeds of national media
to digitization leading to convergence with consumers increasingly brands to launching local content driven titles and channels,
taking control of their media consumption. Knowledge of evolving regionalization and localization have been growing rapidly across
consumption trends is a critical success factor in this scenario. media. The regional film, music and print industries have always
The more one understands the habits of customers, the greater been a large part of the media milieu and their importance has only
opportunities will be there to meet their information and entertainment grown in the last few years, extending now to television and slowly
requirements and generate revenues. The impact of digitization to the web. This has been caused by the percolation of media
has been wide-spread and deep-rooted across all segments of the consumption in cities apart from the large metros and the gradual
Media and Entertainment industry both globally and in India. The increase in income & awareness levels in Tier 2 & Tier 3 cities.
companies that have embraced this change as opportunity and From the launch of regional newspapers to city & region/language
adapted and evolved as a result have shown tremendous growth based channels to special shows, this trend is spurring growth in
whereas those resisting the change have perished. This section multiple ways.
highlights the dynamics in which the industry operates
• Consolidation – Another key trend with respect to how the industry
• Digitization and Convergence – Digitization has been a huge has been organized is the rise of the “media conglomerate” in India.
trend in the global media industry deeply impacting TV, print, Due to traditional benefits of size & scale from the diversification
music and films. From an enhanced consuming experience for the of capital risk to cross-leveraging of audiences & promotional
end-user to greater addressability & monetization potential for the opportunities to managing volatility in consumption patterns,
content provider, digitization has proved to be a great value creator media owners are realizing the importance of presence across the

5
Television Eighteen India Limited

value chain and moving towards large conglomerate forms. This is delivering news as fast as possible to viewers and presenting news
completely opposite to stand alone operations which may not be in an interesting manner. Several factors such as extensive news
able to withstand environmental exigencies or intense competitive gathering networks, use of advanced news gathering technology,
pressures. The M&E industry is growing rapidly due to entry of effective editing and production systems are facilitating the rapid
newer players and newer customers and regions getting added. and interesting dissemination of news content to viewers.
These trends are giving rise to increasing competition and are • Extensive reach: High absolute reach of news channels offers an
expected to give way to consolidation of operations. Some of this attractive platform for advertisers to build reach.
has already started happening, with last year being a tough year
seeing some of the smaller players finding it difficult to survive. • SEC profile of viewership: News channels, especially in the
The players which were able to weather the downturn are likely English language, have a higher proportion of viewership among
to look at enhancing their market shares. This could help in the SEC A and SEC B households. These households typically have
emergence and growth of players with superior product, marketing, higher purchasing power and are attractive targets for advertisers.
distribution, technological and innovation capabilities. In turn, this Increasingly, your Company and other industry players in this genre
is likely to aid the growth in the overall market size and reach for are targeting other revenue streams through
the industry.
(a) enhancing domestic subscription revenues through new
• 360 Degree Connect with Consumers - Players are looking distribution platforms which reach out to consumers directly such
beyond just the traditional mediums by reaching the consumers as DTH and IPTV;
across multiple platforms in order to establish a stronger connect. (b) exploiting potential to syndicate their content to domestic and
They are taking the help of multiple touch points simultaneously international broadcasters or other parties interested in news
to communicate to the consumer across platforms like TV, Print, content;
Radio, OOH, Films, Internet, Mobile and Retail.
(c) delivering news over mediums such as Internet and SMS and
• Regulatory enablers –Important factors such as gradual de-
(d) international subscription revenues from the Indian diaspora in
regulation in industry policies, easier availability of institutional
regions such as the US, UK, Middle East and South Africa.
capital for funding growth and the opening up of global markets for
Indian media content have facilitated the growth of the industry.
The Indian print and local search market
Television industry Your Company forayed into print media and local search business
through acquisition of Infomedia18 Limited in 2007. Infomedia18 is
The television industry, which is by far the largest component of the
India’s leading special interest publishing major with a well diversified
Indian Media and Entertainment industry, is expected to grow from
portfolio of titles across the B2C & B2B space and significant
strength to strength, doubling its revenues over the next 5-6 years. It
competencies in the local search business.
recorded a growth of rate of around 12% on an average during the last
3 years and as per estimates accounted for almost 44% of revenues The print media industry primarily comprises magazines and
of the M&E industry. The industry growth has been nothing short newspaper publishing. The Indian print media industry has shown
of phenomenal given that private television industry commenced its impressive growth over the last few years, far in excess of the
operations only in 1992, when the Government authorized privately- growth witnessed in most other countries around the world. In fact
owned cable and satellite televisions. Starting with 2 privately owned all the developed economies are reporting shrinkage of their print
television channels in 1992, there are currently over 450 television sector every year as increasingly viewers and content moves online.
channels with TV18 being one of the nation’s leading broadcasters. Advertisers too have followed suit and substantially reduced print
TV18 operates the two leading business news channels viz. ‘CNBC media spends. On the contrary, print continues to dominate the
TV18’ and ‘CNBC AWAAZ’. Through the CNBC Channels, your advertising market in India, comprising 47% of the total advertising
Company operates India’s premier news services in business pie in 2009. Even subscription revenues have been on the upswing
news & information. With over a decade and a half of unparalleled with several almost all key newspapers and magazines reporting
leadership between CNBC-TV18 & CNBC AWAAZ, we inform and healthy increases in their circulation. As per industry estimates, the
enable India’s core news viewers across a spectrum of areas. Indian print media industry is expected to grow further in the range
of 9-10% during the next few years - while advertising revenues
Key Growth Drivers for Television News Industry are expected to grow at 11.6%, the subscription revenues growth
The Company’s channel offerings address business news and is pegged in the range of 5% during the next few years. The
current affairs. Apart from the secular macro-economic growth newspaper segment has historically dominated the print segment in
factors and media industry trends, the television news industry is India. However, the sector has witnessed significant developments
impacted by the following specific factors: in the last few years with the increase in the number of special
interest publications (including B2B and B2C magazines), launch of
• News relevance: News viewership is directly related to the niche newspaper supplements as well as aggressive portfolio and
occurrence of expected as well sudden news events that impact geographic expansion by print companies both in the national and
political, social, economic environment and are relevant to regional space. These developments have benefited consumers due
viewers. India is today closely integrated with the rest of the world’s to increased availability of choices and better product quality as well
economy and any change there has an almost direct impact in as the advertisers, providing them with the media to reach a broader
India. Additionally, there is significant quantum of domestic news target audience and also much more accurately.
flow given the rapid growth strides being taken by the economy.
This is resulting in a significant flow of news that appeals to a wide In addition to the special interest publications, the print media
and diverse base of Indian viewers. industry in India also includes publishing of directories (including
yellow pages, exporters’ guides and home/office/city guides), custom
• Immediate availability of news: An important parameter that publishing and providing printing solutions.
differentiates television news industry is its ability to break news
as it happens rather than report it at the end of the day. This has Local search business comprises providing consumers and
increasingly become the critical success factor in the industry businesses local information on the media of their choice – internet,
given the audience’s interest in being the “first to know”. Viewers mobile, on the phone and in physical yellow pages. Globally, it is
have come to expect television news to help them stay upto date a very large segment and the market in India has also witnessed
about their environment – local, national and international across significant growth and expansion in the last few years. The industry
all areas of interest. is expected to boom substantially in the near future as local searches
constitute 25-30% of the total web searches. This is being driven by
• Quality of news content: News broadcasters have focused on the increasing interest of people searching for local information using

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Television Eighteen India Limited

mobile phones and Internet. The growth will also be driven by small recent Google report is the second highest in the world after US,
businesses getting better organized and being able to directly co- is a positive indicator of potential Internet audience growth through
relate spending on local search media and increase in revenues. mobile based solutions. A Nielsen Report as of April 2009 also
states that online video consumption is growing complementary to
Key growth drivers for the Indian print media industry: Television rather than as a substitute for the same and Web18 as
• Rising literacy levels and readership: Literacy has been on the one of the largest servers of video content in India is well placed to
rise for the last several years across India and the growth has drive this revolution.
been faster in the semi-urban and rural areas helping increase As detailed above, India already has some of the world’s largest
penetration of print products. Additionally, there are significant user bases – 5th largest Internet user base and 2nd largest Mobile
numbers of literate people in the country who do not read any user base (as per Internet World Stats and ITU respectively) in
publication, which further provides an opportunity for improvement terms of absolute numbers, which is projected to increase even
in the penetration levels. The reach of print media in urban India further. However the market has witnessed a lag in terms of
is 85% and is less than 50%in rural areas. The rural areas are monetization of the large user base metrics. This has been due to
constrained primarily by the low literacy and readership levels. low yields, inadequate importance to the medium, piracy and under-
Though the reach of print media is currently lower than television, monetization of existing opportunities. There is now cause to believe
due to improving literacy levels and readership in India, it is that with the internet user base reaching critical mass and becoming
witnessing a faster growth in reach than television. Reach is an comparable to the reach of TV and print, value catch up will happen
important parameter as advertisers use that as one of the key sooner rather than later.
metrics to take decisions on advertising budget allocation. Source: Nielsen Mobile. Mobile Internet penetration amongst mobile
• Aggressive marketing: Penetration of print media is also improving subscribers. Latest estimates (US, February 2009; EU, Q1 2009;
due to growing income levels as well as aggressive marketing by Canada Q4 2008; BRIC Q1 2008. Juxt Consult India Online 2009)
print media companies in India. Through aggressive marketing,
penetration levels have significantly improved especially in the Key growth drivers for Indian Internet industry:
English and Hindi markets. Further discounted cover prices and • Rapid growth in mobile internet users: This segment has seen
aggressive marketing of subscription schemes has accelerated a rapid increase with the number of internet users increasing by
penetration and has also helped push multiple dailies into homes. five times in the last five years. This segment will get an enormous
• Evolving tastes and need for niche information: Changing fillip with operators likely to launch 3G services within the next 8-10
lifestyles and diverse interests of people has led to a spurt in months
demand for special interest publications, newspaper supplements • Increase in computer literacy: The Government of India has in
and directories which focus on specific needs of particular recent years taken several initiatives to promote the penetration
segments of the population. Increasing sophistication in the way and literacy of personal computing. For example, the Government
businesses are conducted has led to the growth of B2B magazines of India has established the Universal Service Obligation Fund
and directories targeting specific audiences. which seeks to finance the provision of basic telecommunications
services throughout India, statewide area networks and common
• Advertising by non-traditional segments: Increased spending by
service centers, to promote the use of the Internet for business,
new emerging sectors in India such as organized retail, education,
educational and home use across the country.
telecom, insurance etc has provided a lot of revenue impetus to the
print industry. • Growth of online advertising: India’s online advertising market
is relatively under-penetrated compared to other high growth
Indian internet industry countries. Internet advertising is projected to grow by 32% over the
next five years and reach an estimated Rs. 2,900 cr in 2014 from
Internet usage in India has been on the rise over the last few years
the present Rs. 800 cr in 2009. The share of the online advertising
with a greater number of users being able to access the Internet.
too is projected to grow from 2.3% in 2008 to 5.5% in 2013 of the
Increasing focus on literacy, PC education and vernacular content on
overall advertising pie.
the web is expected to generate an increase in online penetration in
the country. What is likely to be unique about internet growth in India • Expanding online content: Internet content targeted for the
is that a significant majority of the new internet users will experience Indian market has expanded significantly with new websites now
the web on mobile and hand-held devices rather than on the fixed offering national, regional and local information and news, online
line PC. The recent auction of 3G spectrum and broadband wireless shopping, gaming, travel services and other interactive features
access (BWA) is likely to go a long way in helping further the growth and services. Additionally, increase in the Hindi and regional
of mobile internet in India. language content and services has brought many non English
speakers into the internet fold
Internet audiences in India are approximately 47 million users
(Source: Juxt Consult India Online 2009). As broadband penetration • 3G & Wireless Broadband: Another major impetus to online
& mobile based consumption grows (3G), Internet audiences industry could be the platform advantages offered by the introduction
will grow especially from smaller towns, who are discovering  how of 3G & Wireless broadband services in India. The Union Govt.’s
the Internet can be used to surmount barriers of distance and time. recent auction of spectrum will help telecom operators launch
While Email and Information Search remain the top activities on the these services within FY 2011 and this is expected to increase
Internet, online banking, ecommerce transactions, gaming, Video/ internet usage. A ecosystem of stakeholders including operators,
Music downloads have been on the rise. (I-Cube 2008 - IAMAI and application developers, content owners and service providers is
IMRB). Another key factor in spurring heightened interest in the expected to develop new specialized services to drive this growth.
online medium has been the relative affluence and empowered
nature of internet users. This was corroborated by a recent survey BUSINESS OVERVIEW – SEGMENT WISE PERFORMANCE
of cyber cafe audiences by Nielsen and also Juxt Consult’s Online Television Eighteen India Ltd (TV18) [BSE: 532299, NSE: TV18]
Report 2009, which showed that more than 50% of the audience was operates India’s leading business news television channels, CNBC-
from the aspiring class and large proportion from SEC A & B. This TV18 and CNBC Awaaz. It also runs one of India’s largest Internet
makes the online audience significant from an advertiser point of players - Web18, as well as one of India’s leading real time financial
view. As per industry estimates the internet advertisement revenues information and news terminals - Newswire18. TV18 entered
are expected to grow at a much faster rate as compared to most publishing & local search market with the acquisition of Infomedia,
other segments in the media industry over the next few years. Also, rechristened as Infomedia18. Infomedia18 is India’s leading special
the large number of mobile Internet users in India which  as per a interest publishing and local search player.

7
Television Eighteen India Limited

1. BUSINESS TELEVISION CNBC-TV18: 10 YEARS OF SETTING BENCHMARKS IN


o CNBC-TV18-India’s No.1 business medium. BUSINESS COMPETITIVE IMPACT MUTED

o CNBC AWAAZ-India’s leading consumer focused business 80%

channel 70% 68% 69% 69%


64%
62%
2. PUBLISHING & LOCAL SEARCH
60%
o INFOMEDIA18 – India’s leading special interest & B2B
publisher. Publishers of Yellow Pages, ’Overdrive’, ’Chip’ 50%

magazine amongst others. 40% 36%


38%
32%
3. CONSUMER INTERNET
30% 27%
o WEB18 – Portals across the content, transaction, subscription 20%
& mobile spectrum 20%

8%
o CONTENT-In.com, Moneycontrol.com, Ibnlive.com, Cricketnext. 10%
4% 4%
com, Tech2.com, Compareindia.com, 52622 Mobile
0%
o TRANSACTION-Yatra.com, Bookmyshow.com, Easymf.com 2005 2006 2007 2008 2009

o SUBSCRIPTION- Poweryourtrade.com, Commoditiescontrol. CNBC TV18 NDTV Profit Bloomberg UTV ET Now
com, Indiaearnings.com
Source: TAM, Market Share, TG: CS AB Male 25+; Market: All India,
4. REAL TIME DATA & INFORMATION Period: All Days, 0600-2400 hrs
o NEWSWIRE18 – India’s leading provider of real-time market
data and news for participants in the financial markets. PROGRAMMING
• Content & Programming Strategy: CNBC TV18’s programming
BUSINESS TELEVISION strategy is aimed at delivering the latest and highest quality
CNBC-TV18-INDIA’S NO.1 TV BRAND & INDIA’S NO.1 BUSINESS business content to its audiences yet also broad-base the
MEDIUM universe of such audiences with programs of wider appeal. CNBC
The undisputed leader in business news and information in India, TV18’s benchmark coverage extends from corporate news,
CNBC-TV18, is trusted by business leaders for its analysis, insight financial markets coverage, expert perspectives on investing and
and real-time market coverage. Since 1999, CNBC-TV18 has been management to industry verticals and beyond. CNBC-TV18 has
the platform for thought leaders across India, giving India’s decision been constantly innovating with new genres of content that help
makers’ unparalleled news, analysis and perspective facilitated make business more relevant to different constituencies across
by one of the largest and most comprehensive television content India. CNBC TV 18’s expansive and engaging programming along
libraries in India. Not only has the channel revolutionized business with various innovative formats introduced such as industry events,
programming in India, helping viewers to understand and profit investor camps, vertical focused series and so on provides a
from the markets and from their businesses, it has also built loyal diversified offering to viewers and adds tremendous value addition
communities, by interacting with people of all ages through non- to all stakeholders.
markets programming, special on-ground events and a series of • News leadership – Throughout the year, CNBC-TV18 continued
awards that have set the standards for industry benchmarks. to be the medium of choice for all major business and policy news,
whether national or global. From coverage of key policy moves
VIEWERSHIP PERFORMANCE of the govt., especially fiscal decisions intended to manage the
For the year ended March 31, 2010, CNBC-TV18 led the news genre impact of the slowdown and those of major regulators like RBI
and emerged as the nation’s most preferred news source amongst and SEBI to major corporate news ranging from corporate actions
the core audiences. Its leadership in the business news space was to mergers & acquisitions, from markets news to sectoral news,
undisputed CNBC-TV18 continued to be at the forefront. Moreover, when it
came to major global news such as the Dubai & Greek economic
CNBC-TV18: UNDISPUTED MARKET LEADER crises, CNBC-TV18 partnered with the CNBC Global Network to
get Indian audiences real time coverage. From breaking news
ET Now to insightful analysis, CNBC-TV18 programming was aligned to
7% evolving needs of the viewers and the business environment.
Bloomberg
UTV 8% • Content Differentiation – During the period, CNBC-TV18
continued to strengthen its position as India’s No.1 business
medium, by conceptualizing & delivering a wide portfolio of special
programming & marketing initiatives. From topical specials to
exclusive with top news makers, from interactive properties to
NDTV Profit landmark events, CNBC-TV18 further enriched its content portfolio.
19%
Especially noteworthy were the channel’s initiatives around its 10
Year anniversary in Dec 2009, its launch of new primetime shows
CNBC TV18 like “Tycoons with Vir Sanghvi”, “India Inc Gen Next” and as always,
66%
the channel’s benchmark coverage of the 2 union budgets in the
fiscal (July 2009 Interim Budget & February 2010 Union Budget).
The channel further strengthened its offerings with interactive
initiatives such as the CNBC-TV18 LinkedIn Polls, an exclusive
marketing alliance with the World’s No.1 Professional Networking
brand and a series of other indices & polls that gauge emerging
Source: TAM, Channel Share, TG: CS AB Male 25+, Market: All business trends and consumer confidence levels in the economy.
India, Time Period: 1st Apr – 31st Mar ’10, All Days 600-2400 hrs • Innovation & Value Creation in Programming - At CNBC
TV18, ‘Focus’ is the customized innovation solutions division

8
Television Eighteen India Limited

within the network that has grown from strength to strength. The the Hindi speaking consumers, retail investors and businessmen to
fundamental ideal behind the genesis of ‘Focus’ was to deliver provide information on areas such as stock markets, commodities,
sustainable value to partners & audiences rather than restricting consumer products and financial planning. It caters to the new
the channel to traditional content delivery model of media brands progressive Hindi speaking Indian who is globally aware, enjoys
driven by regular advertising and shows. ‘Focus’ aligns itself with a high propensity to consume and seeks value in life. Its focus on
the strategic objectives of partners and after mapping that with consumers, retail investors and small businessmen has helped us
viewer needs, develops a comprehensive mix of programming and expand the business genre remarkably over the last few years
promotions to achieve value addition for viewers as well as the
partners. With the use of new distinctive formats, both on air and VIEWERSHIP PERFORMANCE
on ground, ‘Focus’ engages stakeholders of the partners & viewers
of the channel at multiple touch points. In the last year, CNBC- HINDI SPEAKING INDIA’S FIRST CHOICE IN BUSINESS CNBC
TV18 ‘Focus’ has continued to grow with benchmark events such AWAAZ LEADS FROM THE FRONT IN HINDI BUSINESS NEWS
as the Emerging Awards, India Business Leader Awards, Investor
camps, Art camps and so on. Formats include awards, camps, on ET Now
4% Bloomberg
air special series etc. UTV 5%
NDTV Profit
• Special Properties - CNBC-TV18 continued to engage with key 9%
stakeholders, viewers & investors as well as the industry through
its multiple benchmark properties such as the India Business
Leader Awards (IBLA), Auto Awards, CFO awards etc, special
formats such as Investor Camps, media partnerships and other CNBC AWAAZ
49%
special properties. On its 10th anniversary the channel launched
an investor empowerment initiative called “Informed Investor”
in association with the National Stock Exchange, the initiative
focuses on strengthening financial literacy & providing a platform
for comprehensive investor education in the country.
ZEE Business
• Platform diversification & Affiliate Growth - Brand CNBC-TV18 33%

continued to expand its platform footprint through high impact


promotional initiatives in the online and mobile domains besides
retail level engagements - its BESTSELLERS DVD & books title
range is available in India’s leading retail stores. This emerges Source: TAM, Channel Share, TG: CS AB Male 25+, Market: HSM,
from the channel philosophy that it must be communicate to its Time Period: 1st Apr – 31st Mar ’10, All Days 600-2400 hrs
stakeholders across platforms and be true to the fast emerging
“Convergence” reality amongst India’s business audiences CNBC AWAAZ DOMINATED THE HINDI BUSINESS NEWS
GENRE WITH A 60% MARKET SHARE IN FY 2009-10
BRAND PERFORMANCE
CNBC-TV18 continued to strengthen its decade old leadership as
India’s No.1 business medium and a pioneer of business news during
the period. Despite intense competitive activity in the business news
genre, the channel sustained its leadership through its innovative
programming, marketing & distribution efforts. The performance
of the channel was further evident through its undisputed market
leadership amongst core news audiences and through several
Zee Business
industry accolades. 40%

CNBC-TV18: INDIA’S NO.1 TV BRAND


CNBC-TV18 added another feather to its cap, by being VOTED
INDIA’S NO.1 TV BRAND by the nation’s media & marketing
decision makers in a survey conducted by Pitch magazine from
the exchange4media group. Ahead of all channels, across genres
and competition,CNBC-TV18 achieved this accolade on account
of its exemplary performance across key decision making criterion
including media delivery, innovation, professionalism, servicing Source: TAM, Channel Share, TG: CS AB Male 25+, Market: HSM,
ability etc. This is a significant affirmation of the trust & faith that Time Period: 1st Apr – 31st Mar ’10, All Days 600-2400 hrs
our key advertising partners have reposed in the channel over the
years. PROGRAMMING
• Content & Programming Strategy - CNBC AWAAZ’s content
CNBC-TV18: INDIA’S NO.1 BUSINESS NEWS CHANNEL strategy is dedicated to the consuming, investing and financial
CNBC-TV18 has been widely recognized as the NO.1 BUSINESS planning needs of the new emerging middle India. A large cross
NEWS CHANNEL in the country over the years. As in the earlier section of business audiences in the Hindi speaking regions of the
years, for 2009-2010 as well, CNBC-TV18 has been awarded the country and Hindi speakers across the nation, tune into CNBC
“Best Business Channel” at the nation’s leading television awards AWAAZ as the trusted channel of choice. CNBC AWAAZ
such as the Indian Television Academy awards & the Indian Telly programming ranges from various investing verticals such as
Awards. This is apart from the numerous other accolades received equities & commodities to shopping trends, new launches, financial
by the anchors, programming & production teams for shows, promos planning, personal taxation and so on. With a mix of industry
and special properties. relevant analysis & macro coverage as well as ‘news that you can
use’ type of content, CNBC AWAAZ seeks to be the answer to all
CNBC AWAAZ-INDIA’S NO.1 HINDI BUSINESS NEWS CHANNEL financial & business information needs of the progressive middle
We launched ‘CNBC Awaaz’ in 2005 as a news channel targeting class India.

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Television Eighteen India Limited

• Benchmark Programming - CNBC AWAAZ launched a spate consistently, through a variety of platforms ranging from on-ground
of new shows which answered the evolving needs of the Hindi events to online & mobile initiatives.
speaking business consumer & investor. Shows & properties such • To strengthen our relationships in the market and build long-term
as “Responsibility aur Rupaiya”, “Financial inclusion summit”, value creating partnerships with advertisers, distributors and other
“Super 20” advised viewers on investing choices and financial alliance partners.
planning
• To develop reasonable traction for value added content from
• Audience expansion & engagement - CNBC AWAAZ added to its CNBC channels through new delivery mechanisms such as DVD’s,
line up of benchmark initiatives which engage with audiences and content syndication etc.
stakeholders. A key highlight was ‘UTTAR UDAY’, a pioneering • To diversify our revenue streams and increase contribution from
initiative that provided a platform to the youth, the SMEs & other subscription revenues over time
industries from across northern Indian states to voice their issues
and concerns that are hindering growth. CNBC AWAAZ also WEB18
launched ‘Chotta Business Bade Sapne’, a unique corporate
reality show saluting the entrepreneurial spirit of Indian Small and INDIA’S LEADING WEB NETWORK
Medium Enterprises (SMEs). Web18, India’s leading Internet player continued to build on its
leadership in the online space through strong traffic sustenance on
• Special Properties - CNBC AWAAZ continued to deliver on its
its web portals, growth in its WAP services portfolio and continued
leading brand properties such a “Pehla Kadam”, India’s foremost
innovation in its features & offerings
investor education initiative, CNBC AWAAZ Consumer Awards,
Real Estate Awards & Travel Awards.
COMPARATIVE PERFORMANCE
BRAND PERFORMANCE WEB18: STRONG GROWTH RATE, WELL POSITIONED FOR
CNBC AWAAZ has emerged as business viewing choice of millions MARKET LEADERSHIP
in middle India claiming the largest reach within the business genre. 35,000

In the past couple of years, CNBC AWAAZ has won numerous 30,217
32,042

30,000
accolades for its various shows and properties including “Best Hindi 27,767 28,206

News Anchor”, “Best Hindi Business Show” at leading industry 25,000


22,659 22,372
platforms. 19,300
21,580 21,294 Rediff
20,000
18,067
16,429 Times Internet
CNBC TV18 & CNBC AWAAZ – SETTING THE STANDARD FOR 15,000
14,982

BUSINESS NEWS Network18


10,000

ET Now
Bloomberg 5,000
3%
UTV 4%
NDTV Profit -
9% Q1 Q2 Q3 Q4

Source: Comscore, Unique Visitors (in ‘000)


MONEYCONTROL.COM: ASIA’S NO 1 FINANCIAL DESTINATION
ZEE Business
22% 6,000
5,377 5,335 5,424

5,000
4,568

4,000

2,894 2,978
3,000 2,655 2,752
2,465
CNBC-TV18 & 2,126 2,199
AWAAZ 2,000
62%
1,407

1,000

Source: TAM, Market Share, TG: CS AB Male 25+, Market: All India, -
Time Period:: 1st Apr – 31st Mar ’10, All Days 600-2400 hrs Q1 Q2 Q3 Q4

Moneycontrol.com Yahoo India Finance The Economic Times


Out of Home: Do note that the existing TV viewership measurement
mechanisms though essential do not project the actual delivery for a Source: Comscore, Unique Visitors (in ‘000)
media platform like CNBC TV18 & CNBC AWAAZ. The CNBC TV18
& CNBC AWAAZ services attract a great amount of viewership out IN.COM: INDIA’S 2ND LARGEST WEB DESTINATION
of home (OOH) especially in corporate offices, institutions, business
35,000
areas, markets etc. This viewership is not captured in the commonly 31,598
used TV measurement mechanisms and thus CNBC TV18 audience 30,000
29,732

reach is actually much higher. 27,226 27,616

25,000
The Network18 group has a news-gathering network comprising of
23 news bureaus (including in London and New York), providing 20,000
Rediff.com

latest corporate and financial news from Indian and global markets. 17,265
17,870
In.com
14,506 Indiatimes
15,000 13,366
12,388 12,478 12,799
12,339 Msn.co.in
STRATEGIC OBJECTIVES 11,434
10,802 11,221
9,931 Sify.com
10,000
• To consolidate our position further as the most preferred choice 6,639 6,088
6,995 7,061

of all business viewers in the nation through best in class content, 5,000
innovation in programming and an uncompromised focus on the
highest quality of editorial coverage. -
Q1 Q2 Q3 Q4
• To ensure that the channel viewers are engaged with actively and

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Television Eighteen India Limited

In.com railways, buses and car rentals across many cities and rural areas
• IN.com further strengthened its leadership position during the year throughout India
and cemented its No.2 position among Indian horizontal portals.
• In.com unveiled a new avatar in December 2009. The new intuitive STRATEGIC OBJECTIVES
interface facilitates user interactivity on the site. This includes Our objective is to become the destination of choice and the gateway
significant additions to the content and features available on for the web for Internet users in India and for the global Indian
the various sections of the portal. From a new music player in community. We intend to pursue the following strategies to achieve
its “Listen” section to a careers sub-section within “Read”, from this objective:
a beefed up “Find” page to more options within the “Download” • Continue the breadth of our content, applications and services.
section, the enhancements have further augmented the user • Strengthen our relationships with the rapidly growing base of
experience on the site. online advertisers in India.
• In.com launched an anti-Piracy Campaign on 5th January, 2010 As we continue to expand our network, we focus on delivering content
which supported the movement against destruction of music IPR and applications that appeal to a broad spectrum of Indian Internet
and this has been well appreciated by the music industry users. With special reference to key brands at Web18, following are
Moneycontrol.com the imperatives:
• Moneycontrol celebrated its 10th year anniversary in November, • In.com: We will continue to add innovative features, applications
2010, marked by a host of celebratory online initiatives. Business and also social networking feature on in.com to make it the leading
leaders such as Anand Mahindra, Kumaramangalam Birla, Steve horizontal portal in Indian internet.
Forbes shared their vision on the site. • Moneycontrol.com: We will continue to hold on to the leadership
• Moneycontrol.com also formally announced the partnership position on moneycontrol.com amongst the financial sites in
with Intuit Inc. on its site, to bring to its users the Intuit® Money spite of burgeoning competition. We will add more applications in
Manager, an innovative personal finance tool that offers consumers personal finance and investments to attract new users and retain
a smarter way to plan, track and grow their money for the future. existing users.
• Furthermore, Moneycontrol launched its news offering – • Ibnlive: We will make it the most authoritative news website in India
“Newscentre”, which is a repository of the latest news from and continue to champion all Indian newsworthy events cross the
Moneycontrol partners (Forbes India, magazines from the globe for million of users.
Infomedia18 stable such as Entrepreneur, Overdrive, Chip etc, and • Bookmyshow.com: We shall to continue to retain the leadership
Newswire18), providing comprehensive business news, including position in movie ticketing and expand its offering by leveraging the
softer aspects of business like leadership, management, corporate recent success of IPL ticketing service
lifestyle etc.
• Mobile: We will make all our applications and services available on
• Moneycontrol.com launched MoneyControl MYTV in February Mobile and also develop new applications and services in the local
2010. This is an innovative service that allows the user access to search and information space.
‘TV on Demand’. Moneycontrol MYTV provides for customizable
stock tickers, on-demand business news from CNBC-TV18, Live INFOMEDIA18
TV and real-time market updates. Infomedia18 was acquired in 2007 as part of our strategy of being
• Industry experts & Moneycontrol.com teamed up, yet again, for an integrated player in the media and publishing space. The two
Budget 2010, unleashing a host of exciting activities and features key pivots of Infomedia18’s growth are the local search business
including exclusive interactions with Ramesh Damani, Riddham and the special interest publishing business. The company is the
Desai,etc market leader in the local search business providing consumers and
businesses local information on the media of their choice – internet,
IBNLive.com mobile, on the phone and in physical yellow pages. Infomedia18 is
• In Dec. 2009, IBNLive provided a new social networking platform also India’s largest publisher of special interest publications, which
to CNN-IBN & IBN7 anchors, thereby improving the interactivity target both mass and niche audiences. Infomedia18 also provides
between viewers & IBN news channels. This initiative is infact a various printing solutions to its customers. We have been successful
part of a larger long term focus on social networking for the site. in leveraging our strengths in the television and internet businesses
to establish synergies and further expand the local search and
• In March 2010, IBNLive developed dedicated sections within the publishing segments. Here are the key developments for the year
portal that aggregate and deliver the latest news & web content under review at Infomedia18
focused on key areas of mass interest through ibn politics, ibn
sports, ibn movies & ibn trends. BUSINESS EXPANSION
• It was recently named the News Website of the Year at the Digital • INFOMEDIA18 YELLOW PAGES: The new look print directory
Media Awards, 2010. “Infomedia Yellow Pages (IYP)” has been well received by the
users:
Cricketnext.com
o KNOW YOUR CITY: During the Year “Know Your City” product
• Cricketnext.com launched the Fastest Online Scorecard in March,
was launched in Mumbai, Delhi, Hyderabad, Jaipur, Bangalore
2010. This exciting product allows the user instant access to ball-
and Goa.
by-ball updates, with the scorecard page refreshing almost every
few seconds, to update scores of the ongoing match o Infomedia Yellow Pages has launched new customer loyalty
programs.
Bookmyshow.com
• ALIBABA PARTNERSHIP: Our partnership with Alibaba.com,
• Bookmyshow.com continues to be the leading remote movie to sell memberships to SMEs in India has gone from strength
ticketing service (online, IVR, mobile, telecalling) in India to strength. During the year, the partnership has delivered new
• Bookmyshow.com was the Official ticketing Partner for Mumbai contracts with 3,800 SMEs.
Indians, Delhi Daredevlis and Kings XI Punjab for the recently • ASK ME: The acquisition of Askme.com was completed during the
concluded IPL Season 3 Year. “Askme.in” beta site was successfully launched during the
Investment in Yatra.com year.
• We hold 16% stake in Yatra Online Inc. (“Yatra”). www.yatra.com • EVENTS: The Engineering Expo promoting the B2B print segment
is one of India’s leading travel websites providing travel related were held in 4 cities including Pune, Ahmedabad, Chennai and
information pricing, availability and reservations for airlines, hotels Indore.

11
Television Eighteen India Limited

• “OVERDRIVE” MAGAZINE: India leading auto magazine, from INVESTMENT IN DEN NETWORKS LIMITED
the Infomedia18 B2C stable, went through a re-vamp with a new TV18 indirectly holds 7.55% stake in DEN Networks Limited which
refreshed look to enhance reader experience. went IPO in December 2009. The value of the stake is about Rs 193
• LAUNCH OF “ENTREPRENEUR” MAGAZINE: During the year, cr at the closing price of the stock as on March 31, 2010 (against an
Infomedia18 launched “Entrepreneur”, one of the world’s leading investment of Rs 20 cr)
magazines for small businesses & business owners, for the Indian
market. The local edition focuses on India’s small businesses, INDUSTRY OUTLOOK
start-ups, venture funds and financial institutions. The magazine Globally, media businesses do not operate in standalone segments
offers an in-depth understanding of what an entrepreneur wants of the media industry or with a single property. As players expand
and needs: information, tools and resources to conquer their daily their portfolio of services and revenue streams, their presence across
business challenges  the value chain further strengthens their competencies. The most
attractive aspect of media businesses is their ability to leverage.
• PLATFORM DIVERSITIFICATION: “Better Photography” Players either leverage their core competencies in a particular
magazine introduced the acclaimed “Wedding Photographer of the content (filmed, news, music, gaming, etc) and extend presence
Year” awards across distribution formats or leverage presence in a particular
value chain – film, television, print, etc. In India as well, integrated
BRAND PERFORMANCE models have emerged in a much larger way.TV18 has consciously
• Infomedia Yellow Pages was conferred the “Superbrand” status built its portfolio of businesses with convergence & “across the value
during the year chain” presence as a key goal. Today, it is perhaps amongst the few
• “Overdrive” magazine’s TV offshoot, the “Overdrive” TV shows on media houses in India with such an integrated value chain, engaging
CNBC TV18 won many accolades and was adjudged the “Best with consumers at multiple touch points & delivering value to all
Automotive show” at the News Television Awards 2010. stakeholders. TV18, with its current strong presence in television
news, publishing and the internet and new ventures in other media,
STRATEGIC OBJECTIVES is well positioned for further growth and expansion.
• Rapidly build scale in the local search business
o Grow the online and voice platform leveraging “Ask me” and Competition in News
“burrp” acquisitions. The competition in the television business news broadcasting
industry is intense. We believe that competitive advantage is based
o Strengthen the print directory business with the launch of the
principally on connectivity and the ability to attract and retain viewers
“Ask me” voice services.
and advertisers. Our ability to compete successfully depends, in part,
o Strengthen partnership with alibaba.com as we enter the third on our ability to anticipate and respond to competitive factors affecting
year of operations. the Indian news broadcasting industry, and more specifically, the
• Expand the special interest publishing business by launching large Indian television business news broadcasting industry.
titles and leveraging the Group’s expertise in the events business
and in electronic media Strengthen our market leadership – Innovation & Leadership in
Television programming
NEWSWIRE18 We intend to continue to produce and broadcast television
Newswire18 is India’s leading real-time news and data terminal programming that enables us to maintain our market leadership
services provider and the only domestic player with an integrated in the television markets we serve. We seek to continue to be a
platform. The Newswire 18 News & Data platform is a state-of-the- market innovator in content differentiation, programming formats
art market data platform providing customizable views and several and scheduling by continuously enhancing the news gathering,
analytical tools structured to meet unique Indian customer needs. programming and presentation of our television channels.
The platform has news on India, Indian exchange data, Indian OTC
data, Global News from several sources including Dow Jones, Global Building strong strategic partnerships
exchange data, and Global OTC data, along with news, financials of Partnerships, alliances and joint ventures are great value drivers
companies and data histories. with significant synergy upsides through collaboration and sharing of
Newswire18 has operated in an extremely challenging macro- strengths. Our Company has established partnerships and alliances
economic environment for the last two years given that its core with other leading media establishments and has been instrumental
customer base, the financial services industry has been the most in initiating and creating several strategic partnerships and alliances
adversely impacted by the financial and economic downturn. In spite entered into by the Network18 group. We believe that we have
of the banks, financial institutions and the other key clients canceling a reputation in the media industry as a reliable partner which
/ deferring purchases, Newswire18 has recorded robust revenue has enabled us and the Network18 group to build and maintain
growth for FY2009-10 and has also been able to turn in a positive relationships with other leading global and Indian media entities,
EBITDA for the year. including NBC Universal, CNN (Time Warner), Viacom.
We believe that we derive substantial benefits from the brand
BUSINESS EXPANSION name and extensive network of our partners and that our partners
• Market expansion: Newswire18 has been able to successfully recognize the value we bring to the ventures, which is demonstrated
expand the real time information and data terminals market during by the willingness of our partners to collaborate with us for extended
the year and made sales in several non traditional customer periods. We believe that our partners and alliances provide us with
segments. This was accompanied with geographic expansion to greater market visibility, significant synergy upsides through sharing
new cities and towns. of strengths, reputational benefits and will assist us in continuing to
• Product development: Newswire18 restructured its product build our market share in India and internationally.
portfolio and launched an aggressive program to target sales
from trials that had earlier not converted to sales. The product Establishing & growing new businesses
restructuring is also expected to save costs. A host of new products Our Company has in the past successfully conceptualized and
and service value-adds launched have already started boosting established new businesses in niche spaces. We entered the
sales. internet space in 2000 and have since then successfully established,
• Segment leader: Newswire18 has emerged as the largest vendor through both organic and inorganic growth, several leading internet
in the fixed income segment besides having the largest number of websites in India. Websites such as www.moneycontrol.com and
terminals in most of the PSU banks. www.ibnlive.com attract and engage a large and growing user base.

12
Television Eighteen India Limited

We also acquired and re-launched Crisil’s market wire service, as television, online & new media and data terminal businesses.
Newswire18 - a real time financial information and news terminal Moreover, TV18 is strongly placed to capitalize on the new
operation. Moreover, we believe our ability to successfully establish opportunities in the publishing and local search space through
new businesses further strengthens our ability to attract and retain Infomedia18. Going forward, TV18 will continue to consolidate its
leading industry talent and leverage existing skills and synergies existing offerings and create & launch new initiatives that cater to the
from the Network18 group to grow our business. evolving finance, investing and consuming needs of audiences in the
country. Strategically, the following are key for TV18:
Positioned to capitalize on online & mobile growth
With the advent of 3G services, wireless broadband & WIMAX, value • Deliver across the financial information & specialty need
added content, secure payment gateways and enhanced backend spectrum - Considering the return of strong economic momentum
logistics, the internet & mobile are slowly growing to be a preferred post the global slowdown, rising consumerism, growth in the
media for consumers in India with substantial revenue potential. We financial needs of Indian consumers and deepening of retail
seek to expand our internet & mobile portfolio through organic and finance markets, increasing global assimilation of India Inc. and
inorganic growth and leverage our existing customer relationships the overall importance of the Indian economy, our presence across
to expand penetration and geographic coverage. For example, we a the spectrum of business & financial information as well as the
believe that the recent launch of www.in.com will provide relevant and specialty B2C & B2B space is critical. Through our channels,
personalized content from across the internet and enable us to take online services and other offerings, TV18 delivers content ranging
advantage of the opportunities created by the proliferation of user- from markets to personal finance & investing choices, from policy
generated content to provide innovative web publishing and social to management intelligence, from corporate news & information to
networking tools. Additionally, the Network18 group’s strategy to financial education, from benchmark initiatives to industry verticals,
house investment opportunities in internet properties in our company from special interest to niche infotainment. TV18 shall continue
further enables us to leverage the broadcasting viewership of our to add to its content and service repertoire to meet all evolving
company through a wide content offering of internet websites. As information & transactional needs of the financial and business
consumer media consumption continues to change, leaning towards audiences in the country.
more internet and mobile usage and interactive environments, • Exploit content & platform synergies- TV 18 will also focus
we believe that the internet will become even more relevant as a on leveraging cross platform synergies both in terms of content,
branding medium and that interactive media companies, like our media as well as audiences. The focus will be on ensuring content
Company, should benefit from these trends. availability as is required, with a high degree of ease of use and
also as much customization as possible. Moreover, TV18 shall
Regional focus focus on providing sustainable value to advertisers and partners
Given India’s linguistic diversity, we believe that regional language by delivering audiences at multiple touch points across platforms.
news channels will continue to be important players in the industry.
• Addressability - With the growing addressability emerging on the
Our Company believes that strategic investments, both through
Indian media landscape, TV18 will endeavor to develop competent
organic and inorganic routes, in other regional language news
offerings on addressable platforms satisfying relevant content
channels and other local channels, may act as an enabler to grow
needs of India’s business audiences.
our business. As part of the strategy, we intend to launch new
regional business news channels in India depending upon prevailing • Consolidation & Diversification  - Web 18, a key part of TV18
market conditions. stable, shall continue to focus on emerging as a leader in the
online content, transaction & communication spaces and thus
Looking forward strengthen TV18’s existing presence in new media. With the rapid
We believe that advertising spending in India will increase proliferation of online media in India due to better IT infrastructure,
substantially with the general growth of the Indian economy and broadband & 3G penetration and secure payment gateways,
the increased purchasing power of consumers in the country. If internet user base in India is expected to grow exponentially and
we continue to maintain our strong brand recognition and market growth in online advertising is forecast to be robust at a 30%
share for our television channels, internet websites and other expected CAGR over the 2009-2014 period. Clearly, Web 18 with
properties, we believe we will be well positioned to benefit from such its wide variety of offerings will be best positioned to monetise
economic factors, thus enabling us to generate greater revenue these megatrends both from a user as well as advertising
from advertisers. In addition, we believe that the expansion of digital standpoint. Infomedia18 will continue to build on its presence as a
cable and satellite television will help address the currently prevalent specialty publishing major and one of India’s leading local search
under-reporting of subscribers, which would have a positive effect players. TV18 will continue to establish & exploit synergies with
on our subscription revenues from viewers. We also intend to be the “publishing” business of Infomedia18, including the B2B & B2C
present on emerging distribution platforms with a potential to deliver titles and at the same time attempt to strengthen its “services”
additional subscription revenue. Further, our channels are a part portfolio.
of the Star-DEN distribution bouquet of channels, which includes
leading channels from the Star group such as ‘Star Plus’, ‘Star RISKS AND CONCERNS
One’ and ‘Star Gold’. We believe that as a result of being a part of The following are the areas of concern
a strong distribution bouquet our subscription revenue will increase
• Lack of transparency in sharing of revenues by distribution
in a market with increasing addressability of the cable and satellite
- The lack of transparency in case of analog cable systems has
market. We intend to leverage on our strength in the television
traditionally been a challenge for the broadcasters. Local cable
broadcasting and internet businesses in India to consolidate our
operators (LCOs) still garner almost 75% of the subscription
presence in the publishing and print sector. This would allow us to offer a
revenues due to under-declaration of the subscription numbers,
wider advertising footprint to our customers and extend our reach.
broadcaster gets around 15-20% and MSO gets around 5%. There
We have an internal evaluation system for all acquisition or is a possibility for this scenario to change to a more equitable
investment opportunities based on identified parameters of sharing norm, with higher penetration of digital platforms.
financial performance, operating parameters and infrastructure. • Carriage Fee - As per industry estimates, carriage fee in 2009 was
Each opportunity will be evaluated by a cross functional team of around INR 1000 to 1200 Crores. The fee depends on the pull factor
senior management, before being referred to our Board for further of broadcasters in terms of the kind of content produced, overall
evaluation and approval. popularity of the channel and the bouquet that the broadcasters
BUSINESS STRATEGY & FUTURE PLANS provide. The bargaining power of broadcasters is limited due to
Television Eighteen (TV18) has a leading presence in the financial the shortage of bandwidth. However, it is expected that the onset
news, information  and transactional space in India through its of digitization will make more bandwidth available.

13
Television Eighteen India Limited

• Advertising Environment Risks – Due to the global economic are taken. The Internal Control Systems are periodically reviewed
crisis, the macro advertising environment has been adversely and strengthened to meet the requirements.
impacted for the last two years, though recovery momentum has
begun. This risk of sudden macro-economic changes, leading to HUMAN RESOURCES AND DEVELOPMENT
cuts in ad spending, can be substantial for broadcasters. Your Company recognizes that a significant part of its success
• Content costs for channels – As a result of the clutter and depends on the quality of its human resources. This intellectual capital
competitive pressures in the market, there has been a high degree is reflected in the quality of our programming and broadcasting, our
of volatility in content costs which is a cause for concern. business strategy, our excellent customer relations and our financial
health. Your company is focused on attracting, developing and
• Regulatory concerns - The Indian broadcasting, especially
managing talent. Robust Human Resource systems & processes
the news and current affairs genre, is subject to significant
have been implemented to provide an enriching work experience
Government regulations. License to uplink channels from India
to employees. A culture of incentives and pay-for-performance has
provides broad discretion to the Government to influence the
been inculcated to ensure excellence in deliverables.
conduct of business by channels by giving right to modify, at any
time, the terms and conditions of licenses granted. Any adverse Network18’s Human Resource team continues to make a concerted
change in regulatory environment can negatively impact the effort to cultivate Company’s image as an ‘employer of choice’ at
business of channels. The Telecom Regulatory Authority of India leading campuses across the country. Network18 Group has been
(“TRAI”) has also implemented a series of additional regulatory judged by the Great Place to Work Institute and the Economic
measures, including a standardized template that fixes the Times as the ‘Best Workplace in the Media Industry’ two years in
commercial terms between broadcasters and cable operators. a row – 2008 and 2009. This, coupled with the Network18 Group’s
Emergence of large number of channels in the market has lead strong brand equity, continues to attract the best talent in the
to fragmentation of audiences. Also, advertisements in India are industry. The comprehensive Performance Management System
regulated by applicable guidelines issued by the Government of continues to help employees recognize their strengths and areas of
India, with the discretion to determine the display or broadcast of improvement. Your Company has created a dedicated Organization
any particular advertisement on the basis of public policy, general Development team which aims to create a Learning Organization in
interest of society and such other factors. Increasing regulation(s) the coming years. In our efforts towards building a High Performance
and government intervention in the news broadcasting space Work Culture, a set of 5 Values have been deployed along with
could impact news broadcasters. The broadcasting industry is the Mission statement. The Reward & Recognition Program
subject to rapid changes in technology. The Company strives to continues to identify and reward the outstanding performers for
keep in line with the latest international technological standards. their contribution and excellence. Embedded HR teams are working
The cost of implementing new technology significantly influences closely with different businesses so that there is rigor in the Reward
the financial condition of the Company. & Recognition Program. As on March 31, 2010 814 employees were
• Slow growth of broadband internet users – The rate of growth on the payroll of the Company.
of broadband internet users has been slow in the recent past in
spite of policy announcements by the government. DISCLAIMER
Statements in the Management Discussion and Analysis describing
INTERNAL CONTROL SYSTEMS the Company’s objectives, projections, estimate, expectations may
Your Company has put in place a proper system of internal controls be “forward-looking statements” within the meaning of applicable
that ensures the effectiveness and efficiency in all its operations securities laws and regulations.   Actual results could differ materially
and compliance with applicable laws and regulations. As a part from those expressed or implied. Important factors that could
of its internal control measures an independent Internal Auditor influence the Company’s operations include economic developments
scrutinizes the financials and other operations of the Company. Even within the country, demand and supply conditions in the industry,
the slightest diversions from set standards are reported to the Board input prices, changes in government regulations, tax laws and other
through the Audit Committee and appropriate remedial measures factor such as litigation and industrial relations.

14
Television Eighteen India Limited

Annexure to Director’s Report Annexure-II


Statement pursuant to section 212 of the Companies Act, 1956

1 Name of the Television Television Eighteen Capital 18 Ltd. Colosceum Stargaze


subsidiary Eighteen Mauritius Media and Investments (Capital 18), Media Private Entertainment
Ltd. (TEML), Ltd. (TEML II), Mauritius Ltd. Private Ltd.
Mauritius Mauritius
2 Financial year of the 31.03.10 31.03.10 31.03.10 31.03.10 31.03.10
subsidiary ended on
3 Shares of the subsidiary
held by the company on
the above date
a) No. of Shares and 12,295,000 Equity 1,00,001 Equity Shares 1 Equity Shares 11,00,000 Eq- 80,000 Equity
face value Shares of USD 1/- of USD 1/- each of USD 1/- each* uity Shares of Shares of Rs.
each* Rs. 10/- each* 10/- each*
b) Holding companies 100.00% 100.00% 100.00% 98.04% 89.00%
interest
4 Net aggregate amount
of Profit/Loss of the
subsidiary so far as they
concern members of
the Holding company:
(in Rs.)
(i) Dealt with in the
Holding Company's
accounts:
a) For the financial year NIL NIL NIL NIL NIL
of the subsidiary
b) For the Previous NIL NIL NIL NIL NIL
Financial years since
it become Holding
Company's Subsidiary
(ii) Not dealt with in the
Holding Company's
accounts:
a) For the financial year (159,548,466) (2,093,088) (2,556,639) 8,876,210 (56,202,823.62)
of the subsidiary
b) For the Previous 62,434,052 5,971,383 (1,886,209) 5,535,483 (29,716,016)
Financial years since
it become Holding
Company's Subsidiary
5 Material changes in
subsidiary between the
end of its financial year
and the financial year of
the holding company
a)Fixed Assets N/A N/A N/A N/A N/A
b)Investments made N/A N/A N/A N/A N/A
c) Money lent by N/A N/A N/A N/A N/A
subsidiary
d)Money borrowed by N/A N/A N/A N/A N/A
the subsidiary for any
purpose other than that of
meeting current liabilities

15
Television Eighteen India Limited

Annexure to Director’s Report


Statement pursuant to section 212 of the Companies Act, 1956

1 Name of the Capital 18 BK Holdings Limited, Namono Web 18 Hold- E-18 Limited
subsidiary Acquisition Mauritius Investments ings Ltd. (Web (E-18), Cyprus
Corporation, Limited, 18), Cayman
Cayman Islands Mauritius Islands
2 Financial year of the 31.03.10 31.03.10 31.03.10 31.03.10 31.03.10
subsidiary ended on
3 Shares of the subsidiary
held by the company on
the above date
a) No. of Shares and 16,90,501 Equity 5000 Equity Shares of 1 Equity shares 77,937,891 3,899 Equity
face value Shares of USD 1/- USD 1/- each* of USD 1/- each* Equity shares shares of USD
each * of USD 0.00374 1/- each*
each*
b) Holding companies 98.00% 100.00% 100.00% 84.27% 100.00%
interest
4 Net aggregate amount
of Profit/Loss of the
subsidiary so far as they
concern members of
the Holding company:
(in Rs.)
(i) Dealt with in the
Holding Company's
accounts:
a) For the financial year NIL NIL NIL NIL NIL
of the subsidiary
b) For the Previous NIL NIL NIL NIL NIL
Financial years since
it become Holding
Company's Subsidiary
(ii) Not dealt with in the
Holding Company's
accounts:
a) For the financial year (353,764) (453,286,558) (1,385,008) (114,202,789) (181,848,833)
of the subsidiary
b) For the Previous (254,775) (102,994,480) (1,022,467) (42,650,097) (140,435,734)
Financial years since
it become Holding
Company's Subsidiary
5 Material changes in
subsidiary between the
end of its financial year
and the financial year of
the holding company
a)Fixed Assets N/A N/A N/A N/A N/A
b)Investments made N/A N/A N/A N/A N/A
c) Money lent by N/A N/A N/A N/A N/A
subsidiary
d) Money borrowed N/A N/A N/A N/A N/A
by the subsidiary for
any purpose other than
that of meeting current
liabilities

16
Television Eighteen India Limited

Annexure to Director’s Report


Statement pursuant to section 212 of the Companies Act, 1956

1 Name of the Television e-Eighteen.com Ltd. Money Control Web 18 Big Tree
subsidiary Eighteen (e-Eighteen) Dot Com India Software Entertainment
Commodities- Ltd. Services Ltd. Pvt. Ltd.
control.com Ltd.
(TV18CC)
2 Financial year of the 31.03.10 31.03.10 31.03.10 31.03.10 31.03.10
subsidiary ended on
3 Shares of the subsidiary
held by the company on
the above date
a) No. of Shares and 317,040 Equity 4,968,894 Equity 500,000 Equity 491,489 Equity 11,129 Equity
face value shares of Rs. 10/- shares of Rs. 10/- share of Rs. 1/- shares of Rs. shares of Rs.
each* each* each* 10/- each* 10/- each*
b) Holding companies 79.97% 91.95% 100.00% 100.00% 60.00%
interest
4 Net aggregate amount
of Profit/Loss of the
subsidiary so far as they
concern members of
the Holding company:
(in Rs.)
(i) Dealt with in the
Holding Company's
accounts:
a) For the financial year NIL NIL NIL NIL NIL
of the subsidiary
b) For the Previous NIL NIL NIL NIL NIL
Financial years since
it become Holding
Company's Subsidiary
(ii) Not dealt with in the
Holding Company's
accounts:
a) For the financial year (116,968,138) (22,748,476) 61,559 (1,242,641,584) (66,974,848)
of the subsidiary
b) For the Previous (94,321,350) (40,476,202) 133,363 (926,822,128) (57,860,128)
Financial years since
it become Holding
Company's Subsidiary
5 Material changes in
subsidiary between the
end of its financial year
and the financial year of
the holding company
a)Fixed Assets N/A N/A N/A N/A N/A
b)Investments made N/A N/A N/A N/A N/A
c) Money lent by N/A N/A N/A N/A N/A
subsidiary
d) Money borrowed N/A N/A N/A N/A N/A
by the subsidiary for
any purpose other than
that of meeting current
liabilities

17
Television Eighteen India Limited

Annexure to Director’s Report


Statement pursuant to section 212 of the Companies Act, 1956

1 Name of the Care Websites Pvt. TV18 UK Limited, NewsWire18 RVT iNews.com.
subsidiary Ltd. UK Limited Investments Ltd.
Pvt. Ltd.
2 Financial year of the 31.03.10 31.03.10 31.03.10 31.03.10 31.03.10
subsidiary ended on
3 Shares of the subsidiary
held by the company on
the above date
a) No. of Shares and 450,000 Equity shares 1 Equity share of GBP 2,678,894 Equity 10,000 Equity 5,949,000 Eq-
face value of Rs. 10/- each* 1/- each* Shares of Rs. 10/- Shares of Rs. uity Shares of
each* 10/- each* Rs. 10/- each*
b) Holding companies 90.00% 100.00% 77.50% 100.00% 99.15%
interest
4 Net aggregate amount
of Profit/Loss of the
subsidiary so far as they
concern members of
the Holding company:
(in Rs.)
(i) Dealt with in the
Holding Company's
accounts:
a) For the financial year NIL NIL NIL NIL NIL
of the subsidiary
b) For the Previous NIL NIL NIL NIL NIL
Financial years since
it become Holding
Company's Subsidiary
(ii) Not dealt with in the
Holding Company's
accounts:
a) For the financial year (11,238,220) 5,418,656 (353,594,089) 3,209,981 3,554,176
of the subsidiary
b) For the Previous (9,053,719) 4,379,720 (316,037,496) (894,218) 3,608,736
Financial years since
it become Holding
Company's Subsidiary
5 Material changes in
subsidiary between the
end of its financial year
and the financial year of
the holding company
a)Fixed Assets N/A N/A N/A N/A N/A
b)Investments made N/A N/A N/A N/A N/A
c) Money lent by N/A N/A N/A N/A N/A
subsidiary
d) Money borrowed N/A N/A N/A N/A N/A
by the subsidiary for
any purpose other than
that of meeting current
liabilities

18
Television Eighteen India Limited

Annexure to Director’s Report


Statement pursuant to section 212 of the Companies Act, 1956

1 Name of the Infomedia 18 Glyph International Cepha Glyph International Glyph


subsidiary Limited Limited (formerly Imaging UK Limited International US
American Devices India Private (formerly Keyword LLC (Software
Private Limited) Limited Group Ltd) Services LC)
2 Financial year of the 31.03.10 31.03.10 31.03.10 31.03.10 31.03.10
subsidiary ended on
3 Shares of the subsidiary
held by the company on
the above date
a) No. of Shares and 23,913,061 4,70,002 Equity Shares of 15,931 Equity 1,000 Equity Shares Not Applicable
face value Equity Shares Rs. 10/- each* Shares of Rs. of GBP 1 each*
of Rs. 10/- 100/- each*
each
b) Holding companies 48.11% 100% 100% 100% 100%
interest
4 Net aggregate amount
of Profit/Loss of the
subsidiary so far as they
concern members of
the Holding company:
(in Rs.)
(i) Dealt with in the
Holding Company's
accounts:
a) For the financial year NIL NIL NIL NIL NIL
of the subsidiary
b) For the Previous NIL NIL NIL NIL NIL
Financial years since
it become Holding
Company's Subsidiary
(ii) Not dealt with in the
Holding Company's
accounts:
a) For the financial year (640,855,199) 65,249,779 42,270,416 (2,000,879) 13,714,245
of the subsidiary
b) For the Previous (16,411,421) (34,252,140) (16,935,472) (11,630)
Financial years since (400,140,066)
it become Holding
Company's Subsidiary
5 Material changes in
subsidiary between the
end of its financial year
and the financial year of
the holding company
a)Fixed Assets - - - -

b)Investments made - - - -

c) Money lent by - - - -
subsidiary
d) Money borrowed - - - -
by the subsidiary for
any purpose other than
that of meeting current
liabilities
NOTE: * Shareholding in These Companies are through its subsidaries.

19
Television Eighteen India Limited

Annexure-III
Information regarding the Employees Stock Option Schemes/ Employees Stock Purchase Plan as on March 31, 2010 in terms of Regulation 12 and 19
of SEBI (Employees Stock Option and Employees Stock Purchase Scheme) Guidelines, 1999.
Employee Stock Option Plan
(a) options granted during 2009-10 Nil
(b) the pricing formula No options were granted during 2009-10
(c) options vested 2,550,514
(d) options exercised 1,351,867
(e) the total number of shares arising as a result of exercise of option 1,351,867
(f) options lapsed 156,210
(g) variation of terms of options No variation was done on the outstanding options
during 2009-10
(h) money realised by exercise of options (Rs. Lacs) 148.03
(i) total number of options in force 4,628,384
(j) employee wise details of options granted to during 2009-10:-
(i) senior managerial personnel Nil
(ii) any other employee who receives a grant in any one year of option
amounting to 5% or more of option granted during that year. Nil
(iii) identified employees who were granted option, during any one year, equal to
or exceeding 1% of the issued capital (excluding outstanding warrants and conversions)
of the company at the time of grant None
(k) diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option
calculated in accordance with Accounting Standard (AS) 20 ‘Earnings Per Share’ 2.45
(l) Where the company has calculated the employee compensation cost using the intrinsic
value of the stock options, the difference between the employee compensation cost so
computed and the employee compensation cost that shall have been recognized if it had
used the fair value of the options, shall be disclosed. The impact of this difference on profits
and on EPS of the company shall also be disclosed.
(i) method of calculation of employee compensation cost Intrinsic value
(ii) the difference between the employee compensation cost so computed at (i) above
and the employee compensation cost to P&L account if the company had used the fair
value of the options (Rs. Lacs) 538.29
(iii) The impact of the difference at (ii) above on profits and on EPS of the company
Profit/Loss after tax (Rs. Lacs) -3,247.55
Less: Additional employee compensation cost based on fair value (Rs. Lacs) 538.29
Adjusted Proft/Loss after tax (Rs. Lacs) -3,785.84
Adjusted Basic EPS -2.86
Adjusted Diluted EPS -2.86
(m) Weighted-average exercise prices/ weighted-average fair values of options NA
(n) A description of the method and significant assumptions used during the year to estimate the
fair values of options, including the following weighted-average information:
(i) risk-free interest rate 5.51%
(ii) expected life of the options from the date of grant (in years) 4.23
(iii) expected volatility 71.80%
(iv) expected dividends, and 2.99%
(v) the price of the underlying share in market at the time of option grant. Nil as no option granted during the year

20
Television Eighteen India Limited

Persons constituting Group coming within the definition of ‘group’ as defined in the Monopolies and Restrictive
Trade Practice Act, 1969 include the following:

S. No. Name of the Companies S. No. Name of the Companies


1 Network18 Media & Investments Limited 45 RRK Media Private Limited
2 ibn18 Broadcast Limited 46 RVT Finhold Private Limited
3 setpro18 Distribution Ltd 47 Wespro Digital Private Limited
4 RVT Investments Private Limited 48 India International Film Advisors Private Limited
5 iNews.com Limited 49 VT Media Private Limited
6 NewsWire18 Limited 50 RRB Media Private Limited
7 Moneycontrol Dot Com India Limited 51 RRK Finvest Private Limited
8 Television Eighteen Commoditiescontrol.com Ltd 52 BK Finhold Private Limited
9 e-Eighteen.com Ltd 53 RB Holdings Private Limited
10 SGA News Limited 54 Infomedia 18 Limited
11 TV18 Home Shopping Network Ltd 55 Glyph International Limited
12 Web18 Software Services Limited 56 Cepha Imaging Private Limited
13 Care Websites Pvt Limited 57 Glyph International UK Limited
14 Big Tree Entertainment Pvt Limited 58 Glyph International US LLC
15 Network18 India Holdings Private Limited 59 BRR Securities Private Limited
16 RVT Media Private Limited 60 IBN18 Media & Software Limited
17 MobileNXT Online Private Limited 61 Capital18 Media Advisors Private Limited
18 Colosceum Media Private Limited 62 BK Media Mauritius Limited, Mauritius
19 Stargaze Entertainment Private Limited 63 BK Holdings Limited, Mauritius
20 Webchutney Studio Pvt. Limited 64 Television Eighteen Media and Investments Limited, Mauritius
21 Juxt Consult Research and Consulting Private Limited 65 BK Communications Limited, Mauritius
22 Goosefish Media Ventures Private Limited 66 BK Ventures Limited, Mauritius
23 Blue Slate Media Private Limited 67 BK Capital Limited, Mauritius
24 digital18 Media Limited 68 BK Network Limited, Mauritius
25 RVT Holdings Pvt Limited 69 Television Eighteen Mauritius Ltd, Mauritius
26 RRK Holdings Pvt Limited 70 Capital18 Limited, Mauritius
27 RB Software Private Limited 71 Capital 18 Advisors Limited, Mauritius
28 RB Investments Private Limited 72 International Media Advisors Private Limited
29 VT Investments Private Limited 73 ibn18 Mauritius Limited
30 RVT Softech Private Limited 74 TV18 UK Limited, UK
31 RRB Holdings Pvt Ltd 75 Web18 Holdings Limited, Cayman Islands
32 greycells18 Media Limited 76 E-18 Limited, Cyprus
33 RB Softech Pvt. Ltd. 77 TV18 HSN Holdings Limited, Cyprus
34 VT Holdings Private Limited 78 Network 18 Holdings Limited, Cayman Islands
35 BK Media Pvt Limited 79 Namono Investments Limited, Cyprus
36 Tangerine Digital Entertainment Pvt. Ltd. 80 Capital18 Limited, Cayman Islands
37 Keyman Financial Services Pvt. Ltd. 81 Capital18 Acquisition Corp, Cayman Islands
38 RVT Fincap Pvt Limited 82 The Indian Film Company Limited, Guernsey
39 VT Softech Private Limited 83 The Indian Film Company (Cyprus) Limited
40 Network18 Publications Limited 84 TV18 Employees Welfare Trust
41 RB Finhold Private Limited 85 IBN18 Trust
42 RRK Finhold Private Limited 86 Global Broadcast Employees Welfare Trust
43 RRB Investments Private Limited 87 Network18 Employees Welfare Trust
44 RRB Fincap Private Limted 88 Network18 Group Senior Welfare Professional Trust

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Television Eighteen India Limited

CORPORATE GOVERNANCE REPORT


Corporate Governance refers to the blend of laws, rules, regulations and voluntary practices that are able to attract the best of capital and
talent. Strong corporate governance is indispensable for safeguarding the interests of shareholders and other stakeholders. The Company
understands and respects its fiduciary role and responsibility towards shareholders and strives hard to meet their expectations.

COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE


TV18’s philosophy of corporate governance is concerned with the commitment to the values and ethical business conduct. It is a bouquet of
laws, rules, regulations, policies, processes and procedures governing the affairs of a Company in pursuit of its business goals. Corporate
Governance is based on the principle of integrity, fairness, equity, transparency, accountability and commitment to values.
TV18 believes in satisfying the spirit of law and not just the letter of law, Corporate Governance standards should go beyond the law. Effective
implementation of policies underpins the commitment of the Company to uphold highest principles of Corporate Governance consistent with
the Company’s goal to enhance the value of stakeholders. TV18’s Board of Directors and Management are deeply committed to pursuing
growth by adhering to the highest national and international standards of Corporate Governance.
Our vision coupled with our Business Principles and Core Dimensions, which create the culture of High Performance Environment to
enhance overall stakeholder value. We believe that fairness in corporate procedures, transparent and high degree of disclosures in reporting
system, clear distinction between personal conveniences and corporate resources, fiduciary and trustee relationship and maximization of
shareholder’s value in the long run are the major pillars on which our structure of the Corporate Governance rests.

BOARD OF DIRECTORS
Over the years, the Board has developed the Corporate Governance guideline which ensures that Board of Directors will have all the necessary
authority to formulate, implement and continuously review the strategies focused to achieve the mission & vision of the Company.

Composition of the Board


The Board of your Company has an appropriate blend of Executive, Non Executive and Independent Directors comprising, one Managing
Director, one Whole-Time Director and four Non-Executive Directors out of which two are Independent Directors. The Chairman of the Board
of Directors is an Independent Non-Executive Director.
During the year, a casual vacancy was caused in the Board due to the sad demise of Late Shri G. K. Arora, who was holding the position of
Non-Executive/ Independent Chairman. The said casual vacancy is yet to be filled in. Rest of the Board remains the same as was there in the
previous year and Mr. Manoj Mohanka, who is a non executive independent Director has been appointed as Chairman of the Board.

Number of Board Meetings held during the year


During the year under review, Seven Board Meeting were held viz. on May 13, 2009, June 29, 2009, July 15, 2009, September 7, 2009,
September 30, 2009, October 16, 2009 and January 20, 2010.
The composition of the Board of Directors, attendance of Directors at the Board Meetings and Annual General Meeting and also the number
of other directorships/committee memberships in Indian Public limited Companies are as follows:
Name of the Director Category# Attendance Particulars No. of other Directorships and committee
memberships/ chairmanships$
Number of Board Last
Meetings AGM
Held Attended Other Committee Committee
Directorships Memberships Chairmanship
Mr. G. K. Arora* Chairman/NED/ ID 6 6 No - - -
Mr. Raghav Bahl MD/ ED 7 7 Yes 13 1 1
Mr. Sanjay Ray WTD/ ED 7 7 Yes 11 4 4
Chaudhuri
Ms. Subhash Bahl NED 7 6 No 1 - -
Ms. Vandana Malik NED 7 6 No 6 - -
Mr. Manoj Mohanka NED/ ID 7 7 Yes 6 5 3
Mr. Hari S. Bhartia NED/ ID 7 1 No 13 4 2
# NED-Non Executive Director, ID - Independent Director, MD-Managing Director, WTD-Whole Time Director, ED-Executive Director.
* Ceased to be the Chairman cum Director due to his sad demise on November 5, 2009 and in his place Mr. Manoj Mohanka is appointed
as the Chairman of the Board of Directors.
$ i) Excluding Private Limited Companies, whether subsidiaries of a Public Limited Company or not, Foreign Companies and Companies
under section 25 of The Companies Act, 1956, however.
ii) Only two Committees viz. the Audit Committee and the Shareholders/ Investors Grievance Committee are considered.
iii) None of the Directors is a Chairman / Member in more than 5 / 10 committees across all companies in which they are Directors.

Details of the Remuneration / Sitting Fees paid to the Directors


No remuneration was paid to Non-executive Directors during the financial year ended on March 31, 2010, except sitting fees for attending the
meetings of the Board/ Committee(s) thereof.

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Television Eighteen India Limited

Remuneration / Sitting fees paid to the Directors on the Board for attending BoD / Committee Meetings during April 1, 2009 to March 31,
2010 is given below:
Name Business Relationship with other Gross Sitting Total (Rs.)
Relationship with Directors Remuneration Fee (Rs.)
company, if any (Rs.)
Mr. G. K. Arora* - - - 90,000/- 90,000/-
Ms. Subhash Bahl - Mother of Mr. Raghav Bahl and - 60,000/- 60,000/-
Ms. Vandana Malik
Mr. Raghav Bahl - Brother of Ms. Vandana Malik NIL - NIL
Mr. Sanjay Ray Chaudhuri - - 42,00,000/- - 42,00,000/-
Mr. Manoj Mohanka - - - 115,000/- 115,000/-
Mr. Hari S. Bhartia - - - 15,000/- 15,000/-
Ms. Vandana Malik - Sister of Mr. Raghav Bahl - 60,000/- 60,000/-
*Ceased to be the Chairman cum Director due to his sad demise on November 5, 2009

Shares/ Options of Non- executive Directors


Directors’ Name No. of Shares held as on 31.03.2010 No. of Options granted during the year
Mr. G. K. Arora* Nil Nil
Ms. Vandana Malik 26622 Nil
Ms. Subhash Bahl 124389 Nil
Mr. Manoj Mohanka Nil Nil
Mr. Hari S. Bhartia Nil Nil

*Ceased to be the Chairman cum Director due to his sad demise on November 5, 2009
The Company has no policy of advancing any loans to Directors. It has not paid, so far, any commission on profits to any Director of the
Company.
The Non-Executive Directors, apart from receiving sitting fees for attending Board Meetings and Committee Meetings, do not have any other
pecuniary relationship with the Company.
The Whole Time Director has been paid remuneration in accordance with his terms of appointment fixed by shareholders pursuant to Section
269 read with Schedule XIII of the Companies Act, 1956.

Appointment or Re-appointment of Directors


Information regarding the Directors, who are retiring by rotation and being eligible for re-appointment at the ensuing Annual General Meeting
of the Company, pursuant to Part (IV) G (i) of Clause 49 of the Listing Agreement entered with the Stock Exchanges are as under:

Ms. Subhash Bahl


Ms. Subhash Bahl has completed B.A. and B.T. (Bachelor of Teachers Training) from Punjab University. She started her career as a teacher
with Cambridge School and thereafter she joined Navyug School, governed by NDMC, as a Chairperson. She has been extensively involved
in various social services. She is also on the board of directors of Network18 and has over 41 years experience in educational sector.
The details of her other directorships is given hereunder:

Indian Companies
1. Network18 Media and Investments Limited; Director
Ms. Subhash Bahl is holding 124389 numbers of Equity Shares of the Company as on March 31, 2010.

Risk Management
The Board periodically takes review of the total process of risk management in the organization. The Management is accountable for the
integration of risk management practices.

COMMITTEE(S) OF THE BOARD


The Board of the Company has constituted various Committee(s) having their focus attention on the different aspect of the Company. The
scope, terms of reference, powers & role of the committee are defined as under:

1. AUDIT COMMITTEE
(a) Composition
The Audit Committee of the Company is constituted in accordance with the provision of Clause 49 of Listing Agreement with Stock Exchange(s)
and Section 292 of the Companies Act 1956. The Audit Committee comprises of three Directors, out of whom two are Independent Non-
executive Directors namely Mr. Manoj Mohanka and Mr. Hari S Bhartia, one is Executive Director namely Mr. Sanjay Ray Chaudhuri. The
Audit Committee is constituted in accordance with the provisions of Clause 49 of the Listing Agreement and Section 292 A of the Companies
Act, 1956. All the members of the Committee are financially literate and Chairman of the Audit Committee is a financial Management
expertise. The Company Secretary acts as the Secretary to the Committee.

23
Television Eighteen India Limited

(b) Terms of reference, powers & role of the Committee


The Committee deals with the various aspects of financial statements, adequacy of internal controls, various audit reports, compliance
with accounting standards, Company’s financial & risk management policies. It reports to the Board of Directors about its findings &
recommendations pertaining to above matters.

(c) Number of Committee meetings & attendance


During the year five meetings of the Audit Committee were convened on May 13, 2009, June 29, 2009, July 15, 2009, October 16, 2009 and
January 20, 2010.
The composition and attendance of the Directors at the Audit Committee are as follows:
Name Category of Directorship Position held in No. of Committee Committee Meetings
the Committee Meetings held attended
Mr. Manoj Mohanka Non Executive & Independent Director Chairman 5 5
Mr. G. K. Arora* Non Executive & Independent Director Member 4 4
Mr. Sanjay Ray Chaudhuri Executive/Whole Time Director Member 5 5
Mr. Hari S Bhartia Non Executive & Independent Director Member 5 1

*Ceased to be the Member due to his sad demise on November 5, 2009


d) Review of information by the Audit Committee
The Audit Committee review the reports of the Internal Auditors, meets Statutory and Internal Auditors as and when required & discuss their
findings, observations, suggestions, internal control system, scope of audit and other related matters.

SHAREHOLDERS/INVESTORS’ GRIEVANCE COMMITTEE


(a) Composition
The Committee comprises of three directors, two of whom are Non–executive Independent Directors namely Mr. Manoj Mohanka, Mr. H. S.
Bhartia and one of whom is a Executive Director namely Mr. Sanjay Ray Chaudhuri.
(b) Terms of reference, powers & role of the Committee
The Committee specifically looks into the redressal of shareholders / investors’ complaints
(c) Number of Committee meetings & attendance
The Committee met four times during the year viz. on April 07, 2009, July 09, 2009, October 09, 2009 and January 05, 2010 and discussed
about the complaints received from the shareholders and investors and redressal thereof.
The composition of Shareholders/ Investors’ Grievance Committee and attendance of the Directors at the above Committee(s) are as follows:
Name of the Director Category of Directorship Position held in No. of meetings No. of meetings
the Committee held attended
Mr. Manoj Mohanka Non Executive & Independent Director Chairman 4 4
Mr. Hari S. Bhartia Non Executive & Independent Director Member 4 -
Mr. Sanjay Ray Chaudhuri Executive Whole Time Director Member 4 4

(d) Name and designation of Compliance Officer


Anil Srivastava
Senior VP- Corporate Affairs & Company Secretary
Ph # (+95120) 434 1818
Fax # (+95120) 432 4110
e-mail: anil.srivastava@network18online.com

(e) Investors’ correspondence / complaints & their redressal


The company has received 197 correspondence/complaints from the shareholders during the period April 01 2009 to March 31, 2010 out of
which 114 were in the nature of requests for change of address, Ecs Bank Mandate, revalidation / correction of warrants, dematerialization
etc. The rest of the 83 correspondence in the nature of complaints were redressed / attended to satisfaction of the shareholder and debenture
holders. All complaints were redressed / attended to the satisfaction of the shareholder and debenture holders and no complaint was pending
at the end of the financial year March 31, 2010.

REMUNERATION/COMPENSATION COMMITTEE
(a) Composition
The Committee comprises of three Directors out of whom two are Non–executive Independent Directors namely, Mr. Manoj Mohanka and Mr.
Hari S. Bhartia and one of whom is a Executive Director namely Mr. Sanjay Ray Chaudhuri.

(b) Terms of reference, powers & role of the Committee


The committee deliberates on the remuneration policy of the Directors including granting options/ equity shares under various Employees
Stock Option / Purchase Plans of the Company

24
Television Eighteen India Limited

(c) Number of Committee meetings & attendance


The Committee met once during the year viz. October 16, 2009. The composition of Remuneration/ Compensation Committee and attendance
of the Directors at the above meeting is as follows:
Name of the Director Category of Directorship Position held in the No. of meetings No. of meetings
Committee held attended
Mr. Manoj Mohanka Non Executive & Independent Director Chairman 1 1
Mr. Hari S. Bhartia Non Executive & Independent Director Member 1 -
Mr. Sanjay Ray Chaudhuri Executive Whole Time Director Member 1 1
Mr. G. K. Arora* Non Executive & Independent Director Member 1 1
*Ceased to be the Member due to his sad demise on November 5, 2009

RIGHTS ISSUE COMMITTEE


(a) Composition
The Committee comprises of two Directors, Mr. Raghav Bahl - Executive/Managing Director and Mr. Sanjay Ray Chaudhuri - Executive/
Whole Time Director.

(b) Terms of reference, powers & role of the Committee


The committee deals with finalization and execution of the Draft Letter of Offer/Letter of Offer, appoint Lead Manager, Legal Advisor and
Registrar to the Issue, decide the basis of allotment and allot shares under the Rights Issue and other related matters related to the Rights
Issue of the Company.

(c) Number of Committee meetings & attendance


The Committee met eight times during the year viz. September 9, 2009, October 8, 2009, October 26, 2009, January 11, 2010, January 20,
2010, February 05, 2010, March 12, 2010 and March 29, 2010. The composition of Rights Issue Committee and attendance of the Directors
at the above meeting is as follows:
Name of the Director Category of Directorship Position held in No. of meetings No. of meetings
the Committee held attended
Mr. Raghav Bahl Executive/ Managing Director Member 8 8
Mr. Sanjay Ray Chaudhuri Executive Whole Time Director Member 8 8
Mr. G. K. Arora* Non Executive & Independent Director Member 3 2

*Ceased to be a Member due to his sad demise on November 5, 2009

Besides above-mentioned committees, the Company has following other working committees of the Board:
1 Share Transfer Committee
2 Finance Committee
3 Sub Committee
4 Allotment Committee
5 Postal Ballot Committee

GENERAL BODY MEETINGS


Details of date, time and venue of the last three Annual General Meetings are as under:
Year Venue Date Time Any Special Resolution
2009 M.P.C.U Shah Auditorium, Mahatma Gandhi 26.10.2009 10.00 A.M. • Increase in Section 293(1)(d) limits.
Sanskritik Kendra, Shree Delhi Gujrati Samaj Marg,
Civil Lines, Delhi – 110 054
2008 M.P.C.U Shah Auditorium, Mahatma Gandhi 15.09.2008 11.30 A.M. No.
Sanskritik Kendra, Shree Delhi Gujrati Samaj Marg,
Civil Lines, Delhi – 110 054
2007 Kamani Auditorium, 07.09.2007 2:00 P.M. • Amendment in the Articles of Association
1 Copernicus Marg, New Delhi – 110 001 consequent to alteration in the Authorized
Share Capital
• Issue of Bonus shares

25
Television Eighteen India Limited

Postal Ballot:
During the year under review the Company has conducted two Postal Ballot process in accordance with Section 192A of the Companies Act,
1956, read with Companies (Passing of Resolution by Postal Ballot) Rules, 2001 and the details are as follows:
Date of Completion of Name of the Brief of Resolution(s) Percentage of votes cast
Postal Ballot Scrutinizer in favour of resolution
June 20, 2009. (Result Mr. Anil Bhayana, Ordinary Resolution for re-classification of existing unis- 99.99%
declared on June 22, Practicing Company sued 5,00,000 Preference Shares Capital of Rs. 100/-
2009) Secretary each into 1,00,00,000 Equity Shares or Rs. 5/- each.
Ordinary Resolution for increasing of Authorized Shares 98.58%
Capital of the Company from Rs. 105 Crores to Rs. 205
Crores by altering Capital Clause of the Company.
December 30, 2009. Mr. Anil Bhayana, Special Resolution U/s 372A of the Companies Act, 99.94%
(Result declared on Practicing Company 1956 for making the Inter/corporate /loans& Investments/
December 31, 2009) Secretary Guarantees.
Special Resolution for re-appointed of Mr. Sanjay Ray 99.98%
Chaudhuri as Whole Time Director of the Company for
the period of three years w.e.f. April 01, 2009 to March
31, 2012.
Special Resolution for amendments of clause 16 and 78A 99.94%
of the Articles of Association of the Company.
Special Resolution for clubbing of Second and Third 99.94%
and Final Call Money of Partly Paid Equity Shares of the
Company issued under the Rights Issue.
Ordinary Resolution for creation of charge pursuant to 93.44%
Section 293(1)(a) of the Companies Act, 1956.
DISCLOSURES
a. Related Party Transaction
The related party disclosures contained in the Audited Financial Statements for the period ended March 31, 2010 are set out in schedule
16 of Notes on Accounts forming part of the Annual Report.
b. Disclosure of Accounting Treatment
The Company has followed the applicable Accounting Standards issued by The Institute of Chartered Accountant of India/ Company
(Accounting Standards) Rules, 2006 for preparation of financial statements. 
c. Disclosure to the Board
The details relating to the financial and commercial transactions where Directors may have a potential interest are informed to the Board.
The interested Directors neither participate nor vote on matters in which they are in any way deemed to be concerned or interested.
d. Mandatory Compliances
The company is complying with the mandatory requirements of Clause 49, as applicable.
e. Other Disclosures
The company to the best of its knowledge and understanding has complied with the requirements, of the listing agreements of the Stock
Exchanges and the regulations and guidelines of SEBI. Stock Exchanges, SEBI or any statutory authorities have not imposed any
penalties or strictures on matters relating to capital markets during the last three years.
The CEO and the CFO have furnished to the Board, a certificate in respect of the Financial Statements and the Cash Flow Statement of
the Company for the year ended on March 31, 2010.
f. Code of Conduct
In Compliance with Clause 49 of the Listing Agreement, The Company has adopted a Code of Ethics in addition to the Company’s Code of
Business Conduct for all the Board Members and Senior Management Personnel of the Company, which is also available on the website
of the Company i.e. www.network18online.com. All Board Members and Senior Management Personnel to whom the code of conduct is
applicable have affirmed compliance with the code.
g. Code of Conduct for prevention of Insider Trading
The Board has also adopted the Code of Conduct for prevention of Insider Trading as provided under ‘The Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 1992 as amended from time to time. This code is also available on the website
of the Company i.e. www.network18online.com.
h. Non-Mandatory requirements
The Board reviews adoption of non-mandatory requirements of Clause 49 of the Listing Agreement by the Company from time to time.
MEANS OF COMMUNICATION
The quarterly and annual financial results of the Company are published in ’Financial Express’ (English), Business Standard (English),
Business Standard (Hindi) and ‘Jansatta’ (Hindi).
The financial results and other shareholders information are also displayed on the website of the Company i.e. www.network18online.com.
The Company also uploads the financial results on Electronic Data Information Filing and Retrieval System (EDIFAR)* at www.edifar.sebi.
gov.in, the official website of Securities and Exchange Board of India (SEBI) as required under Clause 51 of the Listing Agreement entered
into with the Stock Exchange(s).
*SEBI has discontinued the EDIFAR System w.e.f. April 01, 2010.
Management Discussion and Analysis is provided as a part of the Directors’ Report.

26
Television Eighteen India Limited

Designated E-mail ID for investors


The Company has designated the following E-mail ID exclusively for investor servicing:
investors.tv18@network18online.com
GENERAL SHAREHOLDER INFORMATION
Time 11.00 A.M.
Venue MPCU Shah Auditorium, Mahatma Gandhi Sanskritik Kendra, 2, Raj Nivas Marg, Shree Gujarati Samaj Marg, Delhi – 110 054
Day and date Tuesday, the 27th day of July, 2010
Annual General Meeting
Financial Year
1st April of each year to 31st March of next year
Financial Reporting for the quarter ending June 30, 2010 Last week of August 15, 2010
Financial Reporting for the quarter ending September 30, 2010 Last week of November 15, 2010
Financial Reporting for the quarter ending December 31, 2010 Last week of February 15, 2011
Financial Reporting for the year ending March 31, 2011 Last week of May 15, 2011
Financial Calendar: [tentative]
• Dates of Book Closure : Wednesday, July 21, 2010 to Tuesday, July 27, 2010.
• Name of the Stock Exchanges in which the securities are listed:
The Securities of the Company are listed on Bombay Stock Exchange Limited (BSE) and on National Stock Exchange of India Limited
(NSE).
• Stock Code
Stock Exchange Equity
The Stock Exchange, Mumbai 532299
National Stock Exchange of India Limited TV-18
The International Securities Identification Number (ISIN) of the Equity Shares of the Company is INE889A01026.

Stock Market Data


High Low during each month in the last financial year
Month’s High Price Month’s Low Price
Month (In Rs. per share) (In Rs. per share)
NSE BSE NSE BSE
Apr-09 99.00 98.10 70.05 70.00
May-09 155.00 154.90 85.25 85.35
Jun-09 167.90 167.70 116 116.50
Jul-09 120.50 119.80 82.10 82.60
Aug-09 120.90 120.75 96.75 97.00
Sep-09 118.00 118.00 94.50 95.00
Oct-09 98.00 98.00 72.00 71.90
Nov-09 83.80 84.00 69.15 69.30
Dec-09 91.00 91.00 77.10 76.05
Jan-10 95.60 95.55 72.00 72.00
Feb-10 81.10 83.00 71.75 71.55
Mar-10 79.10 79.25 72.00 71.90

Comparison of the stock performances with NSE NIFTY

Stock Performances [Indexed to 100 as on April, 2009]


200

160

120

80

40

0
09

09

09

09

09

09

09

09

09

10

10

10

10
4.

5.

6.

7.

8.

9.

0.

1.

2.

1.

2.

3.

3.
.0

.0

.0

.0

.0

.0

.1

.1

.1

.0

.0

.0

.0
01

02

02

01

01

01

01

03

01

01

02

02

31

TV18- NSE NIFTY

27
Television Eighteen India Limited

Comparison of the stock performances with BSE SENSEX

Stock Performances [Indexed to 100 as on April, 2009]


200

160

120

80

40

0
9

0
.0

.0

.0

.0

.0

.0

.0

.0

.0

.1

.1

.1

.1
4

3
.0

.0

.0

.0

.0

.0

.1

.1

.1

.0

.0

.0

.0
01

02

02

01

01

01

01

03

01

01

02

02

31
TV18- BSE SENSEX

Address of the Registrars & Share Transfer Agent


Karvy Computershare (P) Ltd.
Plot No. 17-24, Vithal Rao Nagar,
Madhapur, Hyderabad-500 081

Name and designation of Compliance Officer


Anil Srivastava
Senior VP- Corporate Affairs & Company Secretary
Ph # (+91 – 120) 434 1818
Fax # (+91 – 120) 432 4110
e-mail: anil.srivastava@network18online.com
Share Transfer System
Share transfers in physical form are registered and returned within the stipulated time, if documents are in order, in all respects.
Trading in Equity Shares of the Company is permitted only in dematerialized form w.e.f. 26th June 2000 as per notification issued by the
Securities and Exchange Board of India(SEBI).
• Approximate time taken for share transfer if the Documents are in order, in all respects : 15 days
• Total No. of shares dematerialised as on 31.03.2010 : 179212764 (99.90%)
• Total No. of Shares held in Physical form as on March 31, 20010 : 181318 (0.10%)
• Total No. of physical shares transferred during 2009 – 2010 : 2114
• Number of Shares pending for Transfer as on 31.03.2010 : NIL
As required under Clause 47(c) of Listing Agreement of Stock Exchanges, the Company obtains a certificate on half-yearly basis from a
Company Secretary-in-practice, regarding share transfer formalities, copy of which is filed with the Stock Exchanges.
Note: Besides the above fully paid up shares, there are 1979148 partly paid shares issued under the Rights Issue of the Company on which
there are arrears on the call money.

Category of shareholders on March 31, 2010 (both physical and demat form)
S. No Category No. of Shareholders No. of Shares held % of total shares
1 RESIDENT INDIVIDUALS 53160 24036226 13.40
2 BODIES CORPORATES 1359 18074595 10.08
3 FI/MUTUAL FUND/UTI/BANKS 54 18889402 10.53
4 PROMOTERS 18 104392218 58.19
5 NRI/OCBs/FIIs 161 13817125 7.70
6 TRUSTS 12 184516 0.10
TOTAL 54764 179394082* 100

*Note: Besides the above fully paid up shares, there are 1979148 partly paid shares issued under the Rights Issue of the Company on which
there are arrears on the call money.

28
Television Eighteen India Limited

Graphic presentation of the Shareholding Pattern as on 31.03.2010

Distribution of Shareholding by size, as on March 31, 2010


S. No Amount (Rs.) No. of Shareholders % of Shareholders Shares held % of Shareholding
1 upto1 - 5000 51356 93.78 8288399 4.62
2 5001 - 10000 1548 2.83 2324927 1.30
3 10001 - 20000 821 1.50 2365227 1.32
4 20001 - 30000 325 0.59 1634737 0.91
5 30001 - 40000 127 0.23 906549 0.51
6 40001 - 50000 110 0.20 1024474 0.57
7 50001 - 100000 191 0.35 2774953 1.55
8 100001 and above 286 0.52 160074816 89.23
TOTAL 54764 100 179394082* 100.00

*Note: Besides the above fully paid up shares, there are 1979148 partly paid shares issued under the Rights Issue of the Company on which
there are arrears on the call money.

Shares held in Demat


Shareholders holding shares in electronic form may give instructions regarding bank details, which they wish to incorporate on their dividend
warrants to their depository participants. As per the regulations of NSDL and CDSL, the Company is obliged to print the bank details on the
dividend warrants as furnished by these depositories to the Company.

Outstanding GDRs/ADRs/warrants/Convertible instruments


• The Company has not issued any ADRs/ GDRs during the year under review.

Plant Location
Not applicable
Registered Office Address Address for Correspondence-Corporate Office
Television Eighteen India Limited Television Eighteen India Limited
503, 504 & 507, 5th, ‘Mercantile House’, Express Trade Tower, Plot No. 15-16,
15, Kasturba Gandhi Marg, Sector-16A, Noida, U. P.
New Delhi – 110 001 Phone No. : (0120) 434 1818
Phone No. : (011) 415 06112 Fax No. : (0120) 432 4110
Fax No. : (011) 415 06115 E-mail : anil.srivastava@network18online.com
E-mail : anil.srivastava@network18online.com

29
Television Eighteen India Limited

DECLARATION UNDER CLAUSE 49-I(D) OF THE LISTING AGREEMENT


Dear Members,
In compliance with the provisions of Clause 49 of the Listing Agreement, the Company had laid down a “Code of Conduct” to be followed by all
the Board members and senior management personnel which received the sanction of the Board and has been posted on the website of the
Company. The Code lays down the standards of ethical and moral conduct to be followed by the members in the course of proper discharge
of their official duties and commitments. All the members are duly bound to follow and confirm to the Code.
It is hereby certified that all the members of the Board and Senior Management Personnel have confirmed to and complied with the “Code of
Conduct” during the financial year 2009-2010 and there has been no instances of violation of the Code.

For Television Eighteen India Limited

Sd/-
Place: Noida Raghav Bahl
Date: May 28, 2010 Managing Director

CEO AND CFO CERTIFICATION

We, Haresh Chawla, Chief Executive Officer and R.D.S. Bawa, Chief Financial Officer, responsible for the finance function and the Compliance
of the Code of Conduct of the Company certify that:
1. I have reviewed financial statements and the cash flow statement for the year and to the best of my knowledge and belief:
These statements do not contain any material untrue statement or omit any material fact or contains statements that might be
misleading.
These statements together represent a true and fair view of the Company’s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
2. There are, to the best of my knowledge and belief, no transactions entered into by the Company during the year which are fraudulent,
illegal or violative of the Company’s code of conduct.
3. I accept the responsibility for establishing and maintaining internal controls and that I have evaluated the effectiveness of the internal
control systems of the company and I have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of
internal controls, if any, of which I was aware and the steps I have taken or propose to take to rectify these deficiencies.
4. During the year there were no –
(i) Changes in internal control.
(ii) Changes in accounting policies; and
(iii) Instances of fraud of which I have become aware and the involvement therein, if any, of the management or an employee having a
significant role in the Company’s internal control system.

Sd/- Sd/-
Place : Noida Haresh Chawla R.D.S. Bawa
Date : May 28, 2010 Chief Executive Officer Chief Financial Officer

Certificate on Compliance with the conditions of Corporate Governance


Under Clause 49 of the Listing Agreement
To the Members of Television Eighteen India Limited
1. We have reviewed the implementation of Corporate Governance procedures by Television Eighteen India Limited (the Company) during
the year ended March 31, 2010, with the relevant records and documents maintained by the Company, furnished to us for our review and
the report on Corporate Governance, as approved by the Board of Directors.
2. The compliance of condition of Corporate Governance is the responsibility of the management. Our examination was limited to procedures
and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither
an audit nor an expression of opinion on the financial statements of the Company.
3. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the company.
4. On the basis of our review and according to the best of our information and according to the explanations given to us, the company has
complied with the conditions of Corporate Governance, as stipulated in Clause 49 of the listing agreements with the Stock Exchange as
in force.
For & on behalf of
TULIKA AGGARWAL & ASSOCIATES
Company Secretaries

Sd/-
Place : New Delhi Tulika Aggarwal
Date : May 28, 2010 Membership No. ACS-14088
Certificate of Practice No. : 6337

30
Television Eighteen India Limited

AUDITORS’ REPORT
TO THE MEMBERS OF ANNEXURE TO THE AUDITORS’ REPORT
TELEVISION EIGHTEEN INDIA LIMITED (Referred to in paragraph 3 of our report of even date)
1. We have audited the attached Balance Sheet of Television i. In respect of its fixed assets:
Eighteen India Limited, (‘the Company’) as at 31 March, 2010, a. The Company has maintained proper records showing
the Profit and Loss Account and the Cash Flow Statement of full particulars, including quantitative details other than for
the Company for the year ended on that date, both annexed situation of some of its fixed assets.
thereto. These financial statements are the responsibility of the b. According to the information and explanations given to
Company’s Management. Our responsibility is to express an us, the Company has a regular programme of physical
opinion on these financial statements based on our audit. verification of its fixed assets by which fixed assets are
2. We conducted our audit in accordance with the auditing verified by the Management in a phased manner over a
standards generally accepted in India. Those Standards period of three years. In accordance with this programme,
require that we plan and perform the audit to obtain reasonable certain fixed assets were verified during the year and no
assurance about whether the financial statements are free of material discrepancies were noticed on such verification.
material misstatements. An audit includes examining, on a test In our opinion, this periodicity of physical verification is
basis, evidence supporting the amounts and the disclosures in reasonable having regard to the size of the Company and
the financial statements. An audit also includes assessing the the nature of its assets.
accounting principles used and significant estimates made by c. The fixed assets disposed off during the year, in our opinion,
the Management, as well as evaluating the overall financial do not constitute a substantial part of the fixed assets of
statement presentation. We believe that our audit provides a the Company and such disposal has, in our opinion, not
reasonable basis for our opinion. affected the going concern status of the Company.
3. As required by the Companies (Auditor’s Report) Order, 2003 ii. In respect of its inventory:
(CARO) issued by the Central Government in terms of Section
227(4A) of the Companies Act, 1956, we enclose in the Annexure a. As explained to us, the inventories were physically
a statement on the matters specified in paragraphs 4 and 5 of the verified during the year by the Management at reasonable
said Order. intervals.
4. Without qualifying our report, attention is invited to Note 11 of b. In our opinion and according to the information and
Schedule 16 to the financial statements wherein it is stated that explanations given to us, the procedures of physical
Company has long term investments of Rs. 27,768.95 lakhs verification of inventories followed by the Management
in quoted equity shares. The market value of these quoted were reasonable and adequate in relation to the size of the
investments as at 31 March, 2010 aggregates to Rs. 7,472.75 Company and the nature of its business.
lakhs. The Company also has an investment of Rs. 1,335.43 lakhs c. In our opinion and according to the information and
in a subsidiary, the net worth of which has been eroded. However, explanations given to us, the Company has maintained
having regard to continued long term strategic involvement, proper records of its inventories and no material
management is of the view that no provision is considered discrepancies were noticed on physical verification.
necessary for diminution in the value of these investments. iii. In respect of loans, secured or unsecured, granted by the
5. Further to our comments in the Annexure referred to in paragraph Company to companies, firms or other parties covered in
3 above, we report as follows: the Register under Section 301 of the Companies Act, 1956,
a. we have obtained all the information and explanations which according to the information and explanations given to us
to the best of our knowledge and belief were necessary for a. The Company has granted loans aggregating Rs. 1,893.18
the purposes of our audit; lakhs to 2 parties during the year. At the year-end, the
b. in our opinion, proper books of account as required by law outstanding balances of such loan aggregated Rs. 592.16
have been kept by the Company so far as it appears from our lakhs (from 4 parties) and the maximum amount involved
examination of those books; during the year was Rs. 4,946.84 lakhs (from 8 parties).
c. the Balance Sheet, the Profit and Loss Account and the Cash b. The rate of interest and other terms and conditions of such
Flow Statement dealt with by this report are in agreement loans are, in our opinion, prima facie not prejudicial to the
with the books of account; interests of the Company.
d. in our opinion, the Balance Sheet, the Profit and Loss Account c. As per the information and explanations given to us, the
and the Cash Flow Statement dealt with by this report are loans referred to in paragraph iii a above, being receivable
in compliance with the Accounting Standards referred to in on demand, together with interest, repayments made
Section 211(3C) of the Companies Act, 1956; during the year are as mutually agreed.
e. in our opinion and to the best of our information and according
d. According to the information and explanations given to us,
to the explanations given to us, the said accounts give the
the other terms and conditions of the loans given by the
information required by the Companies Act, 1956 in the
Company are prima facie not prejudicial to the interest of
manner so required and give a true and fair view in conformity
the Company and there are no overdue amounts in respect
with the accounting principles generally accepted in India:
of above loans including interest thereon.
i. in the case of the Balance Sheet, of the state of affairs of
the Company as at 31 March, 2010; e. The Company has not taken any loans, secured or
unsecured from parties listed in the register maintained
ii. in the case of the Profit and Loss Account, of the loss of
under Section 301 of the Companies Act, 1956.
the Company for the year ended on that date; and
iii. in the case of the Cash Flow Statement, of the cash flows iv. In our opinion, and according to the information and explanations
of the Company for the year ended on that date. given to us, having regard to the explanations that some of the
fixed purchased, goods sold and services rendered are of a
f. On the basis of the written representations received from the
special nature and suitable alternative sources are not readily
Directors as on 31 March, 2010 taken on record by the Board
available for obtaining comparable quotations, there is an
of Directors, none of the Directors is disqualified as on 31
adequate internal control system commensurate with the size
March, 2010 from being appointed as a director in terms of
of the Company and the nature of its business with regard to
Section 274(1)(g) of the Companies Act, 1956.
purchases of inventory and fixed assets and the sale of goods
For DELOITTE HASKINS & SELLS and services. During the course of our audit, we have not
Chartered Accountants observed any major weakness in such internal control system.
(Firm Registration No: 015125N ) v. In respect of contracts or arrangements entered in the Register
maintained in pursuance of Section 301 of the Companies Act,
ALKA CHADHA 1956, to the best of our knowledge and belief and according to
Noida Partner the information and explanations given to us:
28 May, 2010 (Membership No. 93474)
31
Television Eighteen India Limited

a. the particulars of contracts or arrangements referred to x The Company does not have any accumulated losses as at the
in Section 301 that needed to be entered in the Register year end and the Company has not incurred cash losses in the
maintained under the said Section have been so entered. financial year and in the immediately preceding financial year.
b. the transactions made in pursuance of contracts or xi. In our opinion and according to the information and explanations
arrangements entered in the register maintained under given to us, the Company has not defaulted in the repayment
Section 301 of the Companies Act, 1956 and exceeding of dues to banks and financial institutions. According to the
the value of Rs. 5 lakhs in respect of any party during the information and explanations given to us, the Company did not
year having regard to the explanation that some of the have any outstanding debentures during the year.
services rendered/purchased are of a specialised nature xii. According to the information and explanations given to us, the
for which there are no alternate sources of supply to Company has not granted loans and advances on the basis
enable comparison of prices, these have been made at of security by way of pledge of shares, debentures and other
prices which are reasonable to prevailing market prices as securities. Accordingly, the provisions of clause 4(xii) of the
at the relevant time. Order are not applicable to the Company.
vi. In our opinion and according to the information and explanations xiii. According to the information and explanations given to us,
given to us, the Company has complied with the provisions the Company is not a chit fund or a nidhi/mutual benefit fund/
of Sections 58A and 58AA or any other relevant provisions of society. Accordingly, the provisions of clause 4(xiii) of the
the Companies Act, 1956 and the Companies (Acceptance of Order are not applicable to the Company.
Deposits) Rules, 1975 with regard to the deposits accepted
xiv. According to the information and explanations given to us,
from the public. According to the information and explanations
the Company is not dealing or trading in shares, securities,
given to us, no order has been passed by the Company Law
debentures and other investments. Accordingly, the provisions
Board or the National Company Law Tribunal or the Reserve
of clause 4(xiv) of the Order are not applicable to the
Bank of India or any Court or any other Tribunal.
Company.
vii. In our opinion, the Company has an adequate internal audit
xv. In our opinion and according to the information and explanations
system commensurate with the size and the nature of its
given to us, the terms and conditions of the guarantees given
business.
by the Company for loans taken by others from banks and
viii. According to the information and explanations given to us, the financial institutions are not prima facie prejudicial to the
Central Government has not prescribed maintenance of cost interests of the Company.
records under clause (d) of sub-section (1) of Section 209 of
xvi. According to the information and explanations given to us,
the Companies Act, 1956 for the Company.
other than for term loans of Rs. 10,820.51 lakhs at the year
ix. According to the information and explanations given to us in end, which as indicated in Note 8 of Schedule 16 are yet to be
respect of statutory dues: utilised for the purpose for which these were obtained, in our
a. The Company has been generally regular in depositing opinion, other term loans have been applied for the purpose for
its undisputed statutory dues including Provident Fund, which they were obtained.
Investor Education and Protection Fund, Employees’ State xvii. In our opinion and according to the information and
Insurance, Income Tax, Sales Tax, Wealth Tax, Service explanations given to us and on an overall examination of the
tax, Customs Duty, Cess and other material statutory dues Balance Sheet, we report that funds raised on short-term basis
applicable to it with the appropriate authorities. We are have not been used during the year for long- term investment.
informed that the Company’s operations did not give rise
xviii. According to the information and the explanation given to us,
to any Excise Duty.
the Company has not made preferential allotment of shares
b. There are no undisputed amounts payable in respect of to parties and companies covered in the register maintained
Provident Fund, Investor Education and Protection Fund, under section 301 of the Companies Act, 1956. Accordingly,
Employees’ State Insurance, Income Tax, Sales Tax, the provisions of clause 4(xvii) of the Order are not applicable
Wealth Tax, Service tax, Customs Duty, Cess and other to the Company.
material statutory dues in arrears as at 31 March, 2010
xix. According to the information and explanations given to us, the
for a period of more than six months from the date they
Company had not issued any debentures during the period
became payable. We are informed that the Company’s
covered by our audit report. Accordingly, the provisions of
operations did not give rise to any Excise Duty.
clause 4(xix) of the Order are not applicable to the Company.
c. Dues of income tax that have not been deposited on
xx. The Management has disclosed the end use of money raised
account of disputes are as follows:
by rights issues and we have verified the same.
Name of Nature Forum where Period to which Amount xxi. To the best of our knowledge and according to the information
Statute of the dispute is the amount (Rs.) and explanations given to us, no fraud by the Company and no
dispute pending relates
fraud on the Company has been noticed or reported during the
Income Tax Transfer Income 2001-02 2,474,434 year.
Act, 1961 Pricing Tax Appelate
Tribunal For DELOITTE HASKINS & SELLS
Chartered Accountants
Income Tax Transfer Commissioner 2002-03 51,614
Act, 1961 Pricing of Income Tax (Firm Registration No: 015125N )
(Appeals)

There are no dues in respect of Wealth Tax, Sales Tax, ALKA CHADHA
Customs Duty, Service Tax and Cess which have not been Noida Partner
deposited on account of any dispute. 28 May, 2010 (Membership No. 93474)

32
Television Eighteen India Limited

BALANCE SHEET AS AT 31 MARCH, 2010


Schedule As at As at
Reference 31.03.2010 31.03.2009
(Rs.) (Rs.)

SOURCES OF FUNDS
1. SHAREHOLDERS' FUNDS
a. Share capital 1 900,846,371 600,071,210
b. Employee stock options outstanding 2 148,222,103 223,317,363
c. Reserves and surplus 3 8,910,511,463 4,645,732,117
2. LOAN FUNDS
a. Secured loans 4 2,373,854,177 2,252,707,013
b. Unsecured loans 5 5,720,949,795 6,450,330,693
18,054,383,909 14,172,158,396
APPLICATION OF FUNDS
3. FIXED ASSETS 6
a. Gross block 1,668,495,333 1,649,760,248
b. Less: Depreciation 938,984,190 774,888,472
c. Net block 729,511,143 874,871,776
d. Capital work in progress 1,561,590 2,411,179
731,072,733 877,282,955
4. INVESTMENTS 7 12,198,933,494 7,751,880,859
5. DEFERRED TAX ASSETS (see note 14) 74,559,830 124,974,981
6. CURRENT ASSETS, LOANS AND ADVANCES 8
a. Inventories 3,520,911 4,243,802
b. Sundry debtors 1,329,431,035 1,334,129,780
c. Unbilled revenues 40,462,513 37,400,000
d. Cash and bank balances 2,254,369,153 1,367,378,270
e. Loans and advances 2,906,772,839 4,280,355,489
6,534,556,451 7,023,507,341
7. LESS: CURRENT LIABILITIES AND PROVISIONS 9
a. Current liabilities 1,443,832,725 1,580,198,964
b. Provisions 40,905,874 65,942,113
1,484,738,599 1,646,141,077
8. NET CURRENT ASSETS 5,049,817,852 5,377,366,264
9. MISCELLANEOUS EXPENDITURE
(To the extent not written off or adjusted) 10 — 40,653,337
18,054,383,909 14,172,158,396
Notes forming part of the accounts 16
The above schedules form an integral part of the Balance Sheet
As per our report of even date attached
For DELOITTE HASKINS & SELLS For and on behalf of the Board
Chartered Accountants
RAGHAV BAHL SANJAY RAY CHAUDHURI
Managing Director Whole Time Director
ALKA CHADHA R.D.S. BAWA ANIL SRIVASTAVA
Partner Chief Financial Officer Senior VP - Corporate Affairs
(Membership No. 93474) & Company Secretary
Noida Noida
28 May, 2010 28 May, 2010
33
Television Eighteen India Limited

PROFIT AND LOSS ACCOUNT FOR THE YEAR ended 31 MARCH, 2010
Schedule Year ended Year ended
Reference 31.03.2010 31.03.2009
(Rs.) (Rs.)
1. INCOME
a. Income from operations 11 2,769,071,995 2,877,144,543
b. Other income 12 630,866,547 1,319,414,051
3,399,938,542 4,196,558,594

2. EXPENDITURE
a. Production, administrative and other costs 13 1,835,618,864 1,910,167,293
b. Personnel expenses 14 575,093,604 967,747,972
c. Interest and other financial charges 15 1,091,769,568 987,932,008
d. Interest for acquisition of long term investment (see note 10) - 98,659,085
e. Depreciation 171,880,641 189,572,914
3,674,362,677 4,154,079,272
3. Profit/(Loss) before tax and prior period adjustments (274,424,135) 42,479,322
Prior period adjustments (net) (see note 20) 231,260 5,721,860
Profit/(Loss) before taxation (274,192,875) 48,201,182
4. Provision for taxes
a Current income tax [net of MAT credit entitlement Nil relating - (4,772,768)
to earlier years (Previous year Rs. 19,938,482) and excess
provision written back Nil (Previous year Rs. 34,636,486)]
b. Deferred tax (see note 14) 50,415,151 (159,552,290)
c. Fringe benefit tax - 14,155,304
d. Wealth tax 147,374 147,914
50,562,525 (150,021,840)
5. Profit/(Loss) for the year (324,755,400) 198,223,022
6. Profit and loss account balance brought forward 399,209,097 101,523,221
74,453,697 299,746,243
7. APPROPRIATIONS
a. Transferred to debenture redemption reserve - 14,552,622
b. Transferred from debenture redemption reserve - (114,015,476)
Balance carried to Reserves and Surplus 74,453,697 399,209,097
Earnings/(Loss) per equity share (see note 16)
(Face value of Rs. 5 per share)
Basic (2.45) 1.65
Diluted (2.45) 1.61
Notes forming part of the accounts 16
The above schedules form an integral part of the Profit and Loss Account

As per our report of even date attached


For DELOITTE HASKINS & SELLS For and on behalf of the Board
Chartered Accountants
RAGHAV BAHL SANJAY RAY CHAUDHURI
Managing Director Whole Time Director
ALKA CHADHA R.D.S. BAWA ANIL SRIVASTAVA
Partner Chief Financial Officer Senior VP - Corporate Affairs
(Membership No. 93474) & Company Secretary
Noida Noida
28 May, 2010 28 May, 2010

34
Television Eighteen India Limited

CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2010


Year Ended Year Ended
31.03.2010 31.03.2009
(Rs.) (Rs.)
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit/(loss) before tax (274,192,875) 48,201,182
Adjustments for :
Depreciation 171,880,641 189,572,914
Loss/(profit) on sale/disposal of assets 1,658,531 (2,300,466)
Provision for diminution in value of long term investments 10,250,000 —
Long term investments written off — 120,555,000
Employee stock compensation expenses 23,904,325 64,000,936
Interest and other financial charges 1,091,769,568 987,932,008
Interest for acquisition of long term investment — 98,659,085
Bad debts written off/ provision for doubtful debts 57,500,000 228,853,834
Provision for doubtful advances 26,499,082 —
Loss on exchange rate fluctuation (net) 23,649,554 87,000,000
Dividend on current investments (55,218) (84,727,012)
Dividend on long term investments (387,154) (1,408,085)
Profit on sale of current investments (30,872,686) (67,967,397)
Profit on sale of long term investments — (5,906,095)
Excess provisions written back (822,705) (41,554,814)
Dividend from units in venture capital trust (long term investment) — (95,000,000)
Share in surplus of trust (217,400,000) (578,000,000)
Interest income (379,320,574) (170,202,167)
Prior period adjustments (net) (231,260) (5,721,860)
Operating profit before working capital changes 503,829,229 771,987,063
Adjustments for :
Decrease/(Increase) in current assets (256,574,551) (477,642,204)
Increase/(Decrease) in current liabilities (127,445,133) 8,295,193
Cash generated from/(used in) operations 119,809,545 302,640,052
Tax on operational income (including fringe benefit tax) (152,239,607) (168,856,740)
Prior period adjustments(net) 231,260 5,721,860
Net cash from/(used in) operating activities (32,198,802) 139,505,172
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of fixed assets (including capital advances) (28,678,352) (165,983,709)
Sale of assets/claim received 1,349,402 28,249,025
Sale of long term investments
- in subsidiaries (equity and preference shares) — 28,813,500
- in associates — 151,190,000
- in other companies — 318,089,595
Sale of current investments
- in mutual funds 8,627,014,180 19,452,027,092
Purchase of long term investments:
- in subsidiaries (equity and preference shares) (743,898,113) (1,949,409,417)
- in associates and joint venture — (10,000,000)
- in venture capital trust (239,350,000) (1,877,800,000)
- in other companies — (520,036,000)
Purchase of current investments:
- in mutual funds (10,356,240,798) (14,368,986,663)
Application money paid
- shares — (183,050,000)
- debentures — (1,530,800,000)
- units — (50,000)
Loan to subsidiaries (49,354,547) (983,134,576)
Interest received 391,735,042 161,507,956
Dividend received on current investments — 84,727,012
Dividend from units in venture capital trust (long term investment) — 95,000,000
Dividend received on long term investments 387,154 1,408,085
Share in surplus of trust 217,400,000 578,000,000
Net cash from/(used in) investing activities (2,179,636,032) (690,238,100)
C. CASH FLOW FROM FINANCING ACTIVITIES
Dividend paid (including dividend distribution tax) — (104,914,948)
Interest paid (1,124,904,208) (984,452,980)
Interest for acquisition of long term investment — (155,878,678)
Share issue expenses for proposed rights issue (122,305,065) 40,653,337
Proceeds from issue of equity shares (net) 4,954,268,724 42,469,966
Redemption of Zero coupon secured partly convertible debentures — (80,043,901)
Equity warrants refundable application money received/ (paid) — (1,791,000,000)
Proceeds / (Payment) of loans (608,233,734) 3,620,097,858
Net cash from/(used in) financing activities 3,098,825,717 586,930,654
Net increase/(decrease) in cash and cash equivalents 886,990,883 36,197,726
Cash and cash equivalents as at the beginning of the year 1,367,378,270 1,331,180,544
Cash and cash equivalents as at the end of the year 2,254,369,153 1,367,378,270
Note:
Cash and cash equivalents as at 31 March, 2010 include restricted cash 277,774,761 53,881,427

As per our report of even date attached
For DELOITTE HASKINS & SELLS For and on behalf of the Board
Chartered Accountants
RAGHAV BAHL SANJAY RAY CHAUDHURI
Managing Director Whole Time Director
ALKA CHADHA R.D.S. BAWA ANIL SRIVASTAVA
Partner Chief Financial Officer Senior VP - Corporate Affairs
(Membership No. 93474) & Company Secretary
Noida Noida
28 May, 2010 28 May, 2010

35
Television Eighteen India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS


As at As at
31.03.2010 31.03.2009
(Rs.) (Rs.)
SCHEDULE 1
SHARE CAPITAL
(See note 5)

AUTHORISED:
410,000,000 (Previous year 200,000,000) equity shares of Rs. 5 each 2,050,000,000 1,000,000,000
Nil (Previous year 500,000) preference shares of Rs. 100 each — 50,000,000
2,050,000,000 1,050,000,000
ISSUED, SUBSCRIBED AND PAID UP:
181,373,230 (Previous year 120,014,242) equity shares of Rs. 5 each fully paid up* 906,866,150 600,071,210

Less: Calls in arrears 6,019,779 —


Total paid up share capital 900,846,371 600,071,210

Of the above:
a. 23,113,829 (Previous year 23,113,829) equity shares of Rs. 5 each have been alloted as fully paid up without payments being received in cash
b. 62,022,906 (Previous year 62,022,906) equity shares of Rs. 5 each have been alloted as fully paid up as bonus shares by capitalising securities premium
* 84,028,954 (Previous year 53,959,106) equity shares of Rs. 5 each are held by Network18 Media & Investments Limited, the holding company and 5,100,000
(Previous year 5,100,000) equity shares held by network18 India Holdings Private Limited, a wholly owned subsidiary of the Holding company.

SCHEDULE 2
EMPLOYEE STOCK OPTIONS OUTSTANDING
a. Employee stock options outstanding 185,420,982 307,149,556
b. Less: Deferred employee compensation 37,198,879 83,832,193
c. Net balance 148,222,103 223,317,363

SCHEDULE 3
RESERVES AND SURPLUS
1. Securities premium
a. Opening balance 3,992,677,843 3,886,222,116
b. Add: Amounts received pursuant to issue of equity shares 4,752,493,148 110,697,866
c. Less: Provision for premium on redemption of Zero 4,242,139
coupon secured partly convertible debentures
d. Less: Utilisation for right issue expenses 162,958,402 —
e. Closing balance 8,582,212,589 3,992,677,843
2. General reserve
a. Opening balance 58,825,177 58,825,177
b. Add: Transfer from Profit and loss account — —
c. Closing balance 58,825,177 58,825,177
3. Debenture redemption reserve
a. Opening balance 99,462,854
b. Add: Transfer from Profit and loss account 14,552,622
c. Less: Transfer to Profit and loss account (see note 7) 114,015,476
d. Closing balance — —
4. Capital reserve
a. Opening balance 195,020,000 —
b. Add: Amount transferred on forfeiture of equity warrants (see note 6) — 195,020,000
c. Closing balance 195,020,000 195,020,000
5. Profit and loss account 74,453,697 399,209,097
8,910,511,463 4,645,732,117

SCHEDULE 4
SECURED LOANS
a. Loans from banks (see note 8)
i. Cash credit 782,929 547,637,664
ii. Term loans * 1,089,050,282 710,714,286
iii. Working capital demand loan 497,797,525 —
iv. Other loans 9,603,412 9,255,112
b. Term loans from others * (see note 8) 776,620,029 985,099,951
2,373,854,177 2,252,707,013
* Term loans repayable within one year 608,475,000 329,985,000

36
Television Eighteen India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS


As at As at
31.03.2010 31.03.2009
(Rs.) (Rs.)
SCHEDULE 5
UNSECURED LOANS
a. Public deposits (see note 1i. below) 1,770,733,557 950,330,693
b. Other loans (see note 1ii. below)
i. from banks 2,250,216,238 3,000,000,000
ii. from others — 250,000,000
c. Commercial paper (see note 1iii. and 2 below)
i. from banks — 800,000,000
ii. from others 1,700,000,000 1,450,000,000
5,720,949,795 6,450,330,693
Notes:
1. Repayable within one year
i. Public deposits 772,224,870 391,662,000
ii. Other loans
- from banks 2,250,000,000 750,000,000
- from others 250,000,000 —
iii. Commercial paper
- from banks — 800,000,000
- from others 1,700,000,000 1,450,000,000
2. Maximum amount of commercial paper raised during the year 2,000,000,000 2,250,000,000

SCHEDULE 6
FIXED ASSETS

(All amounts in Rupees)
GROSS BLOCK DEPRECIATION NET BLOCK

As at Additions Sales / As at As at For the Sale/ As at As at As at


Particulars 01.04.2009 during adjustments 31.03.2010 01.04.2009 year adjustments 31.03.2010 31.03.2010 31.03.2009
the year
Tangible
Freehold land 216,200 - - 216,200 - - - - 216,200 216,200
Leasehold improvements 102,947,902 - - 102,947,902 50,423,390 13,868,316 - 64,291,706 38,656,196 52,524,512
Building 13,463,212 - - 13,463,212 831,507 219,450 - 1,050,957 12,412,255 12,631,705
Plant & machinery 1,312,767,880 18,076,366 5,982,934 1,324,861,312 583,749,278 137,148,732 5,751,173 715,146,837 609,714,475 729,018,602
Furniture & fixtures 24,052,254 15,750 - 24,068,004 12,077,249 952,319 - 13,029,568 11,038,436 11,975,005
Vehicles 38,313,522 9,439,833 4,809,922 42,943,433 13,229,203 3,932,642 2,033,750 15,128,095 27,815,338 25,084,319
Intangible
News archives 20,498,422 - - 20,498,422 11,275,554 973,675 - 12,249,229 8,249,193 9,222,868
Computer software 137,500,856 1,995,992 - 139,496,848 103,302,291 14,785,507 - 118,087,798 21,409,050 34,198,565
Total 1,649,760,248 29,527,941 10,792,856 1,668,495,333 774,888,472 171,880,641 7,784,923 938,984,190 729,511,143 874,871,776
Capital work in progress 2,411,179 - 849,589 1,561,590 - - - - 1,561,590 2,411,179
Grand total 1,652,171,427 29,527,941 11,642,445 1,670,056,923 774,888,472 171,880,641 7,784,923 938,984,190 731,072,733 877,282,955
Previous year 1,483,795,871 355,469,255 187,093,699 1,652,171,427 621,486,272 189,572,914 36,170,714 774,888,472 877,282,955 862,309,599

37
Television Eighteen India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS


As at As at
31.03.2010 31.03.2009
(Rs.) (Rs.)

SCHEDULE 7
INVESTMENTS
[Other than trade (see note 9)]

A. Quoted - Long term in equity shares - at cost


a. of subsidiary companies (see note 10 and 11)
23,913,061 (Previous year 720,931) equity shares of Rs.10 each fully 2,461,895,030 170,860,647
paid up in Infomedia 18 Limited (formerly Infomedia India Limited)

b. of other companies
592,885 (Previous year 592,885) equity shares Rs. 4 each fully 149,999,905 149,999,905
paid up in KSL and Industries Limited
275,000 (Previous year 275,000) equity shares of Rs. 10 each fully 55,000,000 55,000,000
paid up in Refex Refrigerants Limited
500,000 (Previous year 500,000) equity shares of Rs. 2 each fully paid 110,000,000 110,000,000
up in Provouge (India) Limited
Aggregate of quoted - long term investments in equity shares 2,776,894,935 485,860,552

B. Quoted - Current investments in units of mutual funds - at lower of cost or fair value
7,166,121 (Previous year Nil ) units of Rs. 10 each in Birla Sun Life Mutual Fund 104,694,395 —
3,386,717 (Previous year Nil) units of Rs. 10 each in Deutche Mutual Fund 48,959,397 —
129,336 (Previous year Nil) units of Rs. 1,000 each in DSP BlackRock Liquidity Fund 170,000,000 —
NIL(Previous year 528,104) units of Rs. 10 each in DSP Merrill Lynch Mutual Fund — 5,297,519
NIL (Previous year 67,228) units of Rs. 1,000 each in DSP Merrill Lynch Mutual Fund — 75,122,515
16,127,556 (Previous year Nil ) units of Rs. 10 each in Fidelity Mutual Fund 190,074,531 —
2,090,881 (Previous year Nil) units of Rs. 10 each in HDFC Mutual Fund 40,168,969 —
9,625,239 (Previous year Nil) units of Rs. 10 each in IDFC Mutual Fund 107,051,007 —
8,814,641 (Previous year Nil) units of Rs. 10 each in JM Financial Mutual Fund 126,000,000 —
14,126,337 (Previous year Nil) units of Rs. 10 each in Kotak Mutual Fund 259,541,604 —
11,986,479 (Previous year 6,324,488) units of Rs. 1,000 each in Religare Mutual Fund 150,000,000 75,600,000
7,961,609 (Previous year Nil) units of Rs. 10 each in Reliance Mutual Fund 110,153,637 —
10,388,243 (Previous year 2,870,896) units of Rs. 10 each in SBI Mutual Fund 150,000,000 55,962,692
NIL (Previous year 5,107,369) units of Rs. 10 each in Sundaram BNP Paribas Mutual Fund — 94,000,000
55,935 (Previous year 3,364) units of Rs. 1,000 each in Tata Mutual Fund 94,829,498 5,335,790
NIL (Previous year 1,445,231) units of Rs. 10 each in Taurus Mutual Fund — 14,500,000
126,551 (Previous year Nil) units of Rs. 1,000 each in Taurus Mutual Fund 134,500,000 —
265,048 (Previous year Nil) units of Rs. 1,000 each in UTI Mutual Fund 400,000,000 —
Aggregate of quoted - current investment in units of mutual funds 2,085,973,038 325,818,516
Includes unutilised money of:
- Rights issue 2,085,973,038 —

C. Unquoted - Long term in equity shares - at cost


a. of subsidiary companies
12,295,000 (Previous year 12,295,000) equity shares of USD 1 each 160,631,581 160,631,581
fully paid up in Television Eighteen Mauritius Limited
5,949,000 (Previous year 5,949,000) equity shares of Rs. 10 each 59,490,000 59,490,000
fully paid up in iNews.com Limited
2,678,894 (Previous year 2,678,894) equity shares of Rs. 10 each fully paid up 133,543,900 133,543,900
in Newswire18 Limited (formerly News Wire 18 India Private Limited)
10,000 (Previous year 10,000) equity shares of Rs. 10 each fully 100,000 100,000
paid up in RVT Investments Private Limited

38
Television Eighteen India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS


As at As at
31.03.2010 31.03.2009
(Rs.) (Rs.)

100,001 (Previous year 100,001) equity shares of USD 1 each fully 3,996,790 3,996,790
paid up in Television Eighteen Media and Investment Limited
Nil (Previous year 8,227,466) equity shares of Rs. 10 each fully — 1,778,548,770
paid up in I-Ven Interactive Limited (see note 10)
b. of other companies
898,500 (Previous year 898,500) equity shares of Rs. 10 each fully 62,895,000 62,895,000
paid up in Delhi Stock Exchange Association Limited
125,000 (Previous year 125,000) equity shares of Rs. 10 each fully 10,250,000
paid up in Jagran 18 Publications Limited
Less: Provision for diminuition in value of investment (10,250,000) — 10,250,000
3,192 (Previous year 3,192) equity shares of Rs. 10 each fully paid 60,000,000 60,000,000
up in Skorydove Systems Private Limited
83,763 (Previous year 83,763) equity shares of Rs. 10 each fully paid 60,000,000 60,000,000
up in Ensemble Infrastructure India Limited
Aggregate of unquoted - long term investments in equity shares 540,657,271 2,329,456,041

D. Unquoted - Long term in preference shares - at cost of subsidiary companies


613,500 (Previous year 613,500) preference shares of Rs. 10 each 533,070,000 533,070,000
fully paid up in RVT Investments Private Limited
49,118,691 (Previous year 39,900,000) preference shares of USD 1 2,010,338,250 1,595,875,750
fully paid up in Television Eighteen Media and Investment Limited
Aggregate of unquoted - long term investment in preference shares 2,543,408,250 2,128,945,750

E. Unquoted - Long term in units of venture capital trust - at cost


27,212 (Previous year 24,818) units of Rs. 100,000 each in Media Venture Capital Trust - II 2,721,200,000 2,481,800,000

2,721,200,000 2,481,800,000
F. Unquoted - Long term in debentures - at cost
1,530,800 (Previous year Nil) 0.01% optionally redeemable fully convertible 1,530,800,000 —
debentures of Rs. 1,000 each fully paid up in RVT Investments Private Limited
1,530,800,000 —

12,198,933,494 7,751,880,859

Aggregate of unquoted investments 7,336,065,521 6,940,201,791

Aggregate of quoted investments 4,862,867,973 811,679,068

Market value of quoted investments (see note 10) 2,843,618,792 461,593,363

39
Television Eighteen India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS


As at As at
31.03.2010 31.03.2009
(Rs.) (Rs.)

SCHEDULE 8
CURRENT ASSETS, LOANS & ADVANCES
a. Inventories
Tapes 3,520,911 4,243,802
b. Sundry debtors (Unsecured)
Debts outstanding for more than 6 months
- considered good 466,770,036 535,774,557
- considered doubtful 98,337,013 109,090,149
Other debts - considered good 862,660,999 798,355,223
1,427,768,048 1,443,219,929
Less: Provision for doubtful debtors 98,337,013 109,090,149
1,329,431,035 1,334,129,780

* Includes due from companies under the same management within the meaning of
erstwhile sub section (1B) of section 370 of the Companies Act, 1956:
ibn18 Broadcast Limited (formerly Global Broadcast News Limited) 11,461,866 —
Network18 Media & Investments Limited 6,943,958 13,038,941
18,405,824 13,038,941
Maximum amount outstanding during the year from companies under the same management
within the meaning of erstwhile sub section (1B) of Section 370 of the Companies Act, 1956:
ibn18 Broadcast Limited (formerly Global Broadcast News Limited) 85,857,381 —
Network18 Media & Investments Limited 38,540,749 13,495,597
c. Unbilled revenues 40,462,513 37,400,000
d. Cash and bank balances
Cash on hand 625,363 713,640
Cheques in hand 11,229,476 210,461
Balance with scheduled banks :
- in current accounts* 1,986,268,064 236,612,860
- in deposit accounts** 256,246,250 1,129,841,309
2,254,369,153 1,367,378,270

* Includes balance in unclaimed dividend account, unclaimed 23,106,227 12,797,062


interest account and due to debenture holders.
** Includes:
a. Amount held as per Rule 3A of Companies (Acceptance of deposits) Rules, 1975 142,566,799 150,203,051
b. under lien with banks 112,101,735 375,814,158
e. Loans and advances
(Unsecured, considered good)
i. Application money paid
- for shares — 185,313,000
- for debentures — 1,530,800,000
- for units — 50,000
ii. Amounts due from subsidiaries 1,567,805,616 1,518,451,069
iii. Advance to vendors * 25,057,563 32,824,678
iv. Advances recoverable in cash or in kind or for value to be received**
- considered good 822,532,658 714,328,702
- considered doubtful 26,499,082 —
v. Security and other deposits 94,086,938 67,474,722
vi. Interest accrued on deposits 3,146,940 15,561,408
vii. Income tax paid [net of provision Rs. 248,167,643 (Previous year Rs.248,167,643)] 367,644,042 215,551,910
2,906,772,839 4,280,355,489
* Includes capital advances 6,669,241 6,477,033
** Includes due from companies under the same management within the meaning of erstwhile
Sub Section (1B) of section 370 of the Companies Act, 1956:
Network18 Media & Investments Limited — 210,042,800
ibn18 Broadcast Limited (formerly Global Broadcast News Limited) 27,186,108 49,443,085
27,186,108 259,485,885
Maximum amount outstanding during the year from companies under the same management
within the meaning of erstwhile sub section (1B) of section 370 of the Companies Act, 1956:
Network18 Media & Investments Limited — 222,892,590
ibn18 Broadcast Limited (formerly Global Broadcast News Limited) 190,482,923 118,184,340


40

Television Eighteen India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS


As at As at
31.03.2010 31.03.2009
(Rs.) (Rs.

SCHEDULE 9
CURRENT LIABILITIES & PROVISIONS
a. Current liabilities
i. Sundry creditors
- micro and small enterprises (see note 28)
- others 771,498,369 841,307,517
ii. Due to subsidiary companies (see note 13) 63,152,093 72,339,434
iii. Advance from customers 447,875,453 488,314,382
iv. Investor Education and Protection Fund
v. - unclaimed dividend 1,013,241 1,018,099
- unclaimed debenture redemption money 602,961 793,978
- unclaimed interest and matured public deposits 88,883,915 41,731,199
vi. Other liabilities* 63,965,292 94,718,314
vii. Interest accured but not due 6,841,401 39,976,041
1,443,832,725 1,580,198,964
* includes amounts refundable of Rs. 4,465,819 pertaining to Rights issue
b. Provisions
i. Fringe benefit tax [net of advance tax Rs. 39,031,036 (Previous year Rs.43,164,036)] 3,827,152 3,006,110
ii. Wealth tax [net of advance tax of Rs. 1,519,698 (Previous year Rs. 1,372,223)] 133,985 134,086
iii. Employees benefits (see note 15) 36,944,737 62,801,917
40,905,874 65,942,113
1,484,738,599 1,646,141,077
SCHEDULE 10
MISCELLANEOUS EXPENDITURE
(To the extent not witten off or adjusted)
i. Share issue expenses (See note 5) — 40,653,337
— 40,653,337

Year ended Year ended


31.03.2010 31.03.2009
(Rs.) (Rs.)

SCHEDULE 11
INCOME FROM OPERATIONS
a. Income from media operations 2,583,033,825 2,725,797,956
b. Equipment rentals and other receipts 186,038,170 151,346,587
2,769,071,995 2,877,144,543
SCHEDULE 12
OTHER INCOME
a. Interest on
- loans to subsidiaries [including tax deducted at source Rs.30,197,532 310,050,117 84,016,058
(Previous year Rs.18,659,498)]
- fixed deposits [including tax deducted at source Rs.4,437,753 38,620,821 59,307,000
(Previous year Rs. 13,588,224)]
- others [including tax deducted at source Rs. 2,222,243 30,649,636 26,879,109
(Previous year Rs. 5,415,483)]
b. Dividend on current investments 55,218 84,727,012
c. Dividend from units in venture capital trust (long term investment) — 95,000,000
d. Dividend on long term investments* 387,154 1,408,085
e. Profit on sale of current investments 30,872,686 67,967,397
f. Profit on sale of long term investments — 5,906,095
g. Profit on sale / disposal of assets — 2,300,466
h. Share in surplus of trust (see note 24) 217,400,000 578,000,000
i. Bad debts/loans recovered (see note 12) — 272,236,876
j. Excess provision written back 822,705 41,554,814
k. Miscellaneous income 2,008,210 111,139
630,866,547 1,319,414,051
*Includes dividend from subsidiary company

41
Television Eighteen India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS


Year ended Year ended
31.03.2010 31.03.2009
(Rs.) (Rs.)

SCHEDULE 13
PRODUCTION, ADMINISTRATIVE AND OTHER COSTS
a. Studio and equipment hire charges 41,372,012 36,696,129
b. Telecast and uplinking fees 27,620,543 27,871,762
c. Tapes consumed 4,393,254 4,485,711
d. Airtime purchased 11,623,282 36,387,252
e. Content and franchise expenses 206,089,225 213,303,108
f. Media professional fees 122,637,890 125,336,322
g. Consumables and spares 1,932,269 3,859,602
h. Other production expenses 3,931,335 5,589,912
i. Rent 76,775,394 75,409,359
j. Electricity expenses 22,403,533 26,618,457
k. Insurance 3,335,906 2,931,094
l. Travelling and conveyance 110,716,886 123,317,327
m. Vehicle running and maintenance 34,225,517 32,012,313
n. Communication expenses 55,614,584 65,518,340
o. Distribution, advertising and business promotion 789,048,651 550,126,811
p. Membership and subscription 1,368,906 1,335,446
q. Repairs and maintenance
- plant & machinery 40,323,749 40,858,649
- others 19,981,587 18,226,257
r. Legal and professional expenses 34,323,522 32,137,618
s. Directors sitting fees 412,000 207,500
t. Loss on sale / disposal of assets 1,658,531 —
u. Loss on exchange rate fluctuation (net) (see note 3) 108,373,430 114,925,852
v. Bad debts written off / provision for doubtful debts 57,500,000 228,853,834
w. Provision for doubtful advances 26,499,082 —
x. Provision for diminution in value of investments 10,250,000 —
y. Long term investments written off — 120,555,000
z. Miscellaneous expenses 23,207,776 23,603,638
1,835,618,864 1,910,167,293
SCHEDULE 14
PERSONNEL EXPENSES
a. Salaries and bonus* 520,820,932 871,766,508
b. Contribution to provident fund and other funds 30,368,347 31,980,528
c. Employee stock compensation expenses 23,904,325 64,000,936
575,093,604 967,747,972
* Includes employees benefits

SCHEDULE 15
INTEREST AND OTHER FINANCIAL CHARGES
a. Interest on:
- term loans 625,767,657 555,060,789
- cash credit 67,326,813 99,421,674
- public deposits 163,462,369 54,299,284
- working capital demand loan 10,513,390 —
- commercial paper 142,376,041 125,556,843
- others 4,319,536 7,938,547
b. Other financial charges 78,003,762 145,654,871
1,091,769,568 987,932,008

42
Television Eighteen India Limited

SCHEDULES FORMING PART OF THE ACCOUNTS

SCHEDULE 16
NOTES FORMING PART OF THE ACCOUNTS
1. Significant Accounting Policies
The financial statements are prepared under the historical cost convention on the accrual basis of accounting and in accordance with
the Generally Accepted Accounting Principles (GAAP) in India and comply with the Accounting Standards prescribed by the Companies
(Accounting Standards) Rules, 2006 to the extent applicable and in accordance with the provisions of the Companies Act, 1956 as
adopted consistently by the Company.
The significant accounting policies adopted in presentation of the financial statements are:
a. Use of estimates
The preparation of financial statements in conformity with Generally Accepted Accounting Principles (GAAP) requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
liabilities on the date of the financial statements and the reporting amounts of income and expenses during the year. Examples of
such estimates include provision for doubtful debts, future obligations under employee retirement benefit plans, income taxes, and
useful life of fixed and intangible assets. Actual results could differ from these estimates. Any revision to accounting estimates is
recognised prospectively in the current and future periods.
b. Revenue Recognition
i. Income from media operations includes:
 Advertisement revenue comprising:
• Revenue from sale of advertising time, which is recognised on the accrual basis when advertisements are telecast in accordance
with contractual obligations.
• Revenue from sponsorship contracts, which is recognised proportionately over the term of the sponsorship.
 Subscription revenue which is recognised on accrual basis in accordance with the terms of the contract with the distribution and
collection agency, for the services rendered.
 Program revenue which is accounted for on dispatch of programs to customers in accordance with contractual commitments.
ii. Revenue from media related professional and consultancy services is recognised in accordance with contracts on rendering of
services.
iii. Equipment rental is accounted for on the accrual basis for the period of use of equipment by the customers.
iv. Dividend income on investments is accounted for when the right to receive dividend income is established.
v. Interest income is recognised on time proportionate basis taking into account the amount outstanding and the rate applicable.
c. Fixed Assets
Fixed assets are stated at their original cost of acquisition/installation less depreciation. All direct expenses attributable to acquisition/
installation of assets are capitalised.
d. Depreciation
Depreciation on all assets other than improvement to leasehold properties, computer software and plant & machinery-distribution
equipment is charged on straight line basis over the estimated useful lives using rates (including double/ triple shift depreciation
rates wherever applicable) prescribed by Schedule XIV of the Companies Act, 1956.
Cost of improvements to leasehold premises is being amortised over the remaining period of lease (including renewal options) of
the premises. Computer software and Plant & machinery-distribution equipment are being depreciated over a period of 5 years and
8 years respectively. These rates are higher than those prescribed in Schedule XIV of the Companies Act, 1956.
News archives are depreciated on straight line basis at the rate of 4.75% per annum. Useful life of news archives is estimated to be
more than 10 years as the contents of the same are continuously used in day to day programming and hence the economic benefits
from the same arise for a period longer than 10 years.
Depreciation on additions is charged proportionately from the date of acquisition/ installation. Assets costing Rs. 5,000 or less
individually are fully depreciated in the year of purchase.
e. Impairment of Assets
At each balance sheet date, the Company reviews the carrying amounts of its assets to determine whether there is any indication
that those assets suffered an impairment loss. If any such indication exists, the recoverable amount of the assets is estimated in
order to determine the extent of impairment loss.
Recoverable amount is the higher of an asset’s net selling price and value in use. In assessing value in use, the estimated future
cash flows expected from the continuing use of the asset and from its disposal are discounted to their present value using a pre-tax
discount rate that reflects the current market assessments of time value of money and the risks specific to the asset.
Reversal of impairment loss is recognised immediately as income in the profit and loss account.
f. Investments
Long term investments are stated at cost less provision for other than temporary diminution in the carrying value of each investment.
Current investments are carried forward at lower of cost or fair value.
g. Inventory Valuation
Inventories comprise stocks of used and unused tapes, compact discs, work-in-progress and completed pilot programmes and are
stated at cost on first in first out basis. Stocks of tapes are written off over their useful life which is estimated to be three years.
h. Miscellaneous Expenditure
i. Preliminary expenses
Preliminary expenses incurred till 31 March, 2003 are being amortised over a period of 10 years.
ii. Premium on redemption of debentures
Premium on redemption of debentures is written off over the term of the debentures. (Also see note 7 below)
i. Foreign Currency Transactions
Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. Exchange differences
on foreign exchange transactions settled during the year are recognised in the profit and loss account.

43
Television Eighteen India Limited

Monetary items denominated in foreign currency and outstanding at the balance sheet date are translated at the exchange rate
prevailing at the date of balance sheet, the resultant exchange differences are recognised in the profit and loss account.
In case of forward exchange contracts, the premium or discount arising at the inception of such contract, is amortised as income or
expense over the life of contract as well as exchange difference on such contracts i.e. difference between the exchange rate at the
reporting/ settlement date and the exchange rate on the date of inception/ last reporting date, is recognised as income/ expense
for the period. Any income or expenses on account of exchange difference either on settlement of the contract or on translation
of unmatured foreign currency contract at the rate prevailing on the date of balance sheet is recognised in the profit and loss
account.
j. Employee Benefits
i. The Company’s employees’ provident fund scheme is a defined contribution plan. The Company’s contribution to the employees’
provident fund is charged to the profit and loss account during the period in which the employee renders the related service.
ii. Short term employee benefits (medical, leave travel allowance etc.) expected to be paid in exchange for the services rendered
are recognised on undiscounted basis.
iii. The Company provides for gratuity, a defined benefit retirement plan (the “Gratuity Plan”) covering eligible employees. In
accordance with the Payment of Gratuity Act, 1972, the Gratuity Plan provides for a lump sum payment to vested employees
at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and
the tenure of employment.
The Company makes contributions to funds administered and managed by the insurance companies for the amount notified
by the said insurance companies. The present value of the obligation under such defined benefit plan is determined based on
actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit
of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation is measured at
the present value of the estimated future cash flows. The discount rate used for determining the present value of the obligation
is based on the market yields on government securities as at the balance sheet date. Actuarial gains/losses are recognised
immediately in the profit and loss account.
The liability with respect to the Gratuity Plan is determined based on actuarial valuation done by an independent actuary at the
year end and any differential between the fund amount as per the insurer and the actuarial valuation is charged to revenue.
iv. Benefits comprising long term compensated absences constitute other long term employee benefits. The liability for compensated
absences is provided on the basis of an actuarial valuation done by an independent actuary at the year end. Actuarial gains and
losses are recognised immediately in the profit and loss account.
k. Income Tax
Income tax comprises current tax, deferred tax and fringe benefit tax. Current tax is determined in accordance with the provisions of
Income Tax Act, 1961. Advance taxes and provisions for current taxes are presented in the balance sheet after off - setting advance
taxes paid and income tax provisions.
Deferred tax charge or credit is recognised on timing differences being the difference between taxable income and accounting
income that originate in one period and are capable of reversal, subject to consideration of prudence, in one or more subsequent
periods. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively
enacted by the balance sheet date.
Deferred tax assets on unabsorbed depreciation and carry forward of losses are not recognised unless there is a virtual certainty
that there will be sufficient future taxable income available to realise such assets.
Minimum alternate tax (MAT) paid in accordance with Income Tax Act, 1961, which gives rise to future economic benefit in the form
of adjustment from income tax liability, is recognised when it is reasonably certain that the Company will be able to set off the same
and adjust it from the current tax charge for that year.
Provision for fringe benefit tax (FBT) is made on the basis of the applicable FBT on the taxable value of eligible expenses of the
Company as prescribed under the Income Tax Act, 1961.
l. Earnings Per Share
The Company reports basic and diluted earnings per equity share in accordance with Accounting Standard 20, Earnings Per Share.
Basic earnings per equity share is computed by dividing net profit after tax by the weighted average number of equity shares
outstanding during the year. Diluted earnings per equity share is computed using the weighted average number of equity shares
and dilutive potential equity shares outstanding during the year except where the result would be anti-dilutive.
m. Accounting for Employee Share Based Payments
Measurement and disclosure of the employee share based payment plans is done in accordance with the Guidance Note on
Accounting for Employee Share-based Payments, issued by the Institute of Chartered Accountants of India (ICAI). The Company
measures compensation cost relating to employee stock options using the intrinsic value method. Compensation expense is
amortised on a straight line basis/graded basis over the vesting period of the stock option/award. Modifications to stock option/
award schemes are effected in line with the Guidance Note on Accounting for Employee Share-based Payments, issued by ICAI.
n. Provisions and Contingencies
A provision is recognised when the Company has a present obligation as a result of a past event, when it is probable that an
outflow of resources embodying economic benefits will be required to settle the obligation and reliable estimate can be made of the
amount of the obligation. A contingent liability is recognised where there is a possible obligation or a present obligation that may,
but probably will not, require an outflow of resources.
o. Leases
i. Operating Lease
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased asset are classified
as operating leases. Operating lease charges are recognised as an expense in the profit and loss account on a straight-line
basis over the lease term.
ii. Finance Lease
Leases under which the Company assumes substantially all the risks and rewards of ownership are classified as finance
leases. The lower of fair value of assets and present value of minimum lease rentals is capitalised as fixed assets with the
corresponding amount shown as lease liability. The principal component in the lease rentals is adjusted against the lease
liability and the interest component is charged to the profit and loss account.

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Television Eighteen India Limited

p. Segment Information
i. Business Segments
Based on similarity of activities, risks and reward structure, organisation structure and internal reporting systems, the Company
operates in the media business segment mainly comprising media and related operations. This includes television, internet and
print media including publishing.
ii. Geographic Segments
Secondary segmental reporting is performed on the basis of the geographical location of customers i.e. within India and
overseas.
q. Barter Transactions
Barter transactions are recognised at the fair value of consideration receivable or payable. When the fair value of the transactions
cannot be measured reliably, the revenue/expense is measured at the fair value of the goods/services provided/received adjusted
by the amount of cash or cash equivalent transferred.
r. Derivative Instruments
As per the Institute of Chartered Accountants of India announcement on derivative accounting, accounting for derivative contracts
other than those covered under Accounting Standard 11 (AS-11) – The Effects of Changes in Foreign Exchange Rates, are marked
to market on a portfolio basis and the net loss after considering the offsetting impact on the underlying hedged item is charged to
the profit and loss account. Net gains are ignored.
2. Capital commitments, contingent liabilities and litigation
a. Estimated amounts of contracts remaining to be executed on capital account (net of advances) Rs. 2.34 million (Previous year Rs.
6.48 million).
b. Claims against the Company not acknowledged as debts include demands raised by Income Tax authorities Rs. 84.93 million
(Previous year Rs. 82.47 million). Amounts deposited by the Company against these claims – Rs. 82.41 million (Previous year
Rs. 69.38 million). No provision has been made in the accounts for these demands as the Company expects a favorable decision
in appeal.
c. Guarantees given by banks on behalf of the Company outstanding at year end Rs. 37.77 million (Previous year Rs. 14.99 million).
d. The Company and its subsidiary iNews.com Limited have extended corporate guarantee amounting to Rs. 50.90 million (Previous
year Rs. 50.90 million), in favour of ICICI Home Finance Company Limited in consideration of loan facility extended by ICICI Home
Finance Company Limited to the employees of the Company. As at the year end, Rs. 47.92 million (Previous year Rs. 48.28 million)
was outstanding in respect of such loan.
e. The Company has given corporate guarantee of Rs. 320 million (Previous year Rs. 320 million) towards fund based/non - fund
based credit facility given by ICICI Bank Limited to ibn18 Broadcast Limited (formerly Global Broadcast News Limited). As at the
year end, Rs. 120 million (Previous year Rs. 200 million) was outstanding in respect of such loan.
f. The Company has extended corporate guarantees of USD 25 million i.e. approximately Rs. 1,128.50 million (Previous year USD
25 million i.e. approximately of Rs. 1,273.75 million) to The Hongkong and Shanghai Banking Corporation Limited for loans taken
from Kingfisher Capital CLO Limited by Capital 18 Limited, a company incorporated in Mauritius and a step down subsidiary of
the Company. As at the year end, USD 25 million i.e. approximately Rs. 1,128.50 million (Previous year Rs. 1,273.75 million) was
outstanding in respect of such loan.
g. The Company has extended corporate guarantees of USD 85 million i.e. approximately Rs. 3,836.90 million (Previous year Rs.
4,330.75 million) to ICICI Bank Canada for BK Holdings Limited, a company incorporated in Mauritius and a step down subsidiary
of the Company. As at the year end, USD 80 million i.e. approximately Rs. 3,611.20 million (Previous year Rs. 4,076 million) was
outstanding in respect of such loan.
h. The Company has extended corporate guarantee of USD 40 million i.e. approximately Rs. 1,805.60 million (Previous year USD
40 million i.e. approximately Rs. 2,038 million) to Viacom 18 Media Private Limited (Viacom) (formerly MTV Networks India Private
Limited) for and on behalf of BK Holdings Limited, Mauritius in respect of investments to be made by BK Holdings Limited. Further,
as at the year end USD 10 million i.e. approximately Rs. 451.40 million (Previous year USD 25 million i.e approximately Rs.
1,273.75 million) was outstanding in respect of such committed investments.
i. The Company has purchased fixed assets under the ‘Export Promotion Capital Goods Scheme’. As per the terms of the license
granted under the scheme, the Company had undertaken to achieve an export commitment of Rs. 398.34 million (Previous year Rs.
398.34 million) over a period of 8 years, which expire over the period 7 August, 2013 to 13 November, 2014 and would have been
liable to to pay customs duty of Rs. 23.51 million (Previous year Rs. 26.47 million) and interest on the same at the rate of 15 per
cent compounded annually in the event of non fullfilment of the export obligations. The Company has fulfilled its export obligations
of Rs. 351.32 million and has made an application to the Director General of Foreign Trade for issuance of the export obligation
discharge certificates (EODC), the balance commitment being Rs. 47.02 million as at the year end. Subsequent to the year end, the
Company has received EODC aggregating to Rs. 233.77 million.
j. Mr. Victor Fernandes and other (“plaintiffs”) had on 25 August, 2006 filed a suit as derivative action on behalf of e-Eighteen.com
Limited before the High Court of Bombay against Mr. Raghav Bahl, Television Eighteen India Limited (TV18) and other TV18
group entities. The plaintiffs are minority shareholders of e-Eighteen.com Limited and have alleged that Mr. Raghav Bahl, TV18,
ICICI Global Opportunities Fund and e-Eighteen.com Limited had entered into a subscription cum shareholders agreement dated
12 September, 2000 under which Mr. Raghav Bahl and TV18 had inter alia undertaken that any opportunity offered to them shall
only be pursued or taken up through e-Eighteen.com Limited or its wholly owned subsidiaries. The plaintiffs have alleged that Mr.
Raghav Bahl and TV18 have promoted and developed various businesses through various entities which should have under the
aforesaid agreement rightfully been undertaken by e-Eighteen.com Limited or its wholly owned subsidiaries. The plaintiffs have
alleged that by not doing so Mr. Raghav Bahl and TV18 have caused monetary loss to e-Eighteen.com Limited as well as to the
plaintiffs. The plaintiffs have valued their claim in the suit at Rs. 31,140.60 million and have inter alia prayed that Mr. Raghav Bahl,
TV18 and other TV18 group entities be ordered to transfer to e-Eighteen.com Limited all their businesses, activities and ventures
along with all assets and intellectual property. The plaintiffs had filed a notice of motion on 18 September, 2006 seeking an interim
relief. A reply had been filed with the Bombay High Court on 14 November, 2006. The said notice of motion was dismissed on 8
August, 2008 against which the plaintiffs have filed an appeal before the division bench of the Bombay High Court. The said appeal
is pending for hearing and final disposal.
Based on the legal advice by the legal counsel, management is of the view that the above claim made by the plaintiffs is unlikely to
succeed and has accordingly made no provisions in the financial statements.
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Television Eighteen India Limited

k. The Company has received legal notices of claims, lawsuits and proceedings filed against it which arise in the ordinary course of
the business and relating to monetary loss and defamation suits in relation to the news content broadcast by the Company and /or
TV18 group entities {the aggregate claim in respect of the latter being Rs. 3,100.00 million, (Previous year Rs. 3,100.00 million)}.
In the opinion of the management, no material liability is likely to arise on account of such claims/law suits in relation to its financial
position, or results of operations.
3. Based on the Institute of Chartered Accountants of India’s announcement on 29 March, 2008 dealing with the accounting for derivatives
and keeping in view the application of “prudence” as enunciated in AS-1, the Company has recognised losses of Rs. 71.87 million
(previous year Rs. 87.05 million) for the year ended 31 March, 2010 on derivative transactions.
4. Barter Transactions
During the year ended 31 March, 2010, the Company had entered into barter transactions, which were recorded at the fair value of
consideration receivable or payable. The profit and loss account for the year ended 31 March, 2010 has been grossed up to reflect
revenue from barter transactions of Rs. 57.88 million (previous year Rs. 83.02 million) and expenditure of Rs. 67.73 million (previous
year Rs. 83.78 million) being the fair value of barter transactions provided and received.
5. Change in Authorised Share Capital and Rights Issue
a. Increase in the Authorised Share capital
The Company had given a postal ballot notice dated 13 May, 2009 to its shareholders pursuant to Section 192A of the Companies
Act, 1956 for reclassification of the authorised share capital of the Company comprising 20,00,00,000 equity shares of Rs. 5 per
share and 5,00,000 preference shares of Rs. 100 each aggregrating to Rs. 1,050,000,000, to 210,000,000 equity shares of Rs. 5
each aggregating to Rs. 1,050,000,000 and for increasing the authorised share capital of the Company from Rs. 1,050,000,000
(comprising 210,000,000 equity shares of Rs. 5 each) to Rs. 2,050,000,000 (comprising 410,000,000 equity shares of Rs. 5 each).
The result of the postal ballot was announced on 22 June, 2009 whereby the aforesaid resolutions were duly approved by the
shareholders of the Company.
b. Rights issue
During the current year the Company has made a rights issue of 60,007,121 equity shares of Rs. 5 each at a premium of Rs. 79 per
share aggregating to Rs. 50,405.98 lakhs to the existing shareholders of the Company. The rights issue opened on 29 September,
2009 and closed on 14 October, 2009.
Pursuant to the approval dated 26 October, 2009 of the Right Issue Committee, the Company has allotted 60,007,121 equity shares
of Rs. 5 each at a premium of Rs. 79 per share. The Company has called Rs. 21 per share on application, Rs. 29.40 per share on
first call and Rs. 33.60 per share on final call on the alloted shares. The rights issue resulted in an increase in the equity share capital
by Rs. 2,940.16 lakhs and securities premium by Rs. 46,454.50 lakhs. The Company has incurred expenses of Rs. 1,629.58 lakhs
(Rs 406.53 lakhs upto 31 March, 2009) in connection with the rights issue of equity shares. This amount has been set off against
the securities premium arising from the issue of shares on rights basis, as permitted under Section 78 of the Companies Act, 1956.
As on 31 March, 2010, there were 1,979,148 partly paid shares in respect of which calls were in arrears.
6. Equity Warrants
The Company, in its extra ordinary general meeting held on 6 October, 2007, approved the issue and allotment of 5,000,000 convertible
warrants (the warrants) of Rs. 796 each in accordance with the provisions of Securities and Exchange Board of India (Disclosures and
Investor Protection) Guidelines, 2000 to network18 India Holdings Private Limited (N-18 Holding), a fellow subsidiary of the Company.
The Company allotted the warrants on 10 October, 2007 pursuant to which the Company received Rs. 398 million being 10% of the total
amount of Rs. 3,980 million in respect thereof.
As per the terms of allotment each warrant is convertible into one fully paid up equity share of face value of Rs. 5 each at a premium of
Rs. 791 per share on exercise of the option to convert the warrant into an equity share and is to be further adjusted for corporate actions
such as bonus issue, right issue etc.
Subsequent to the bonus issue of 1:1, declared in the AGM of the Company held on 7 September, 2007 (record date 18 October,
2007), warrants held by N-18 Holding are convertible into two fully paid up equity shares of face value of Rs. 5 each at a premium of
Rs. 393 per share on exercise of the option to convert the warrants into equity shares. N-18 Holding had exercised the option to convert
2,500,000 warrants and 50,000 warrants during the year ended 31 March 2008 and 31 March 2009 respectively and the Company had
issued 5,100,000 fully paid up equity shares of Rs. 5 each at a premium of Rs. 393. Further, N-18 Holding indicated its unwillingness
to exercise the option to convert the balance 2,450,000 warrants into equity shares due to adverse market conditions. Consequently
Rs. 195.02 million representing 10% of the amount received pursuant to the allotment of such warrants was forfeited and transferred to
capital reserve during the previous year.
7. Zero Coupon Secured Partly Convertible Debentures (ZCSPCD)
The Company had, during the year ended 31 March, 2003, issued 895,546 ZCSPCD of face value of Rs. 150 each for cash at par on
right basis to the existing equity shareholders of the Company in the ratio of 1 ZCSPCD for every 13 equity shares held. Rs. 20 of the
ZCSPCD was to be converted into two equity shares of Rs. 10 each. Accordingly, the Company had allotted 1,791,092 shares to the
ZCSPCD holders. The balance of Rs. 130 was to be redeemed together with a premium of 25% of the value redeemed in four annual
installments commencing from the end of the third year of the issue date. The premium on debentures is charged to the share premium
account.
Year Principal amount per Principal Redemption pre- Premium amount per Total redemption
ZCSPCD mium ZCSPCD amount per ZCSPCD
Rs. % % Rs. Rs.
3 19.50 15 25 4.88 24.38
4 19.50 15 25 4.88 24.38
5 19.50 15 25 4.88 24.38
6 71.50 55 25 17.88 89.38
Total 130.00 32.52 162.52

The ZCSPCDs holder’s interest in respect of redemption thereof, all costs, charges, expenses and other monies were secured by way
of an exclusive charge on land and first pari passu charge on the other fixed assets of the Company.

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Television Eighteen India Limited

The first, second and third installments of redemptions were paid in February 2006, March 2007 and February 2008 respectively. The
fourth and final installment of Rs. 80.04 million (comprising principal Rs. 64.03 million and premium Rs. 16.01 million) was paid during
the previous year. Further, Rs. 114.01 million was transferred out of the debenture redemption reserve on redemption of debentures
during the previous year ended 31 March 2009.
8. Secured Loans
a. Cash credit and working capital demand loan of Rs. 498.58 million with banks are secured by first charge on all current assets of
the Company on pari passu basis with other working capital lenders.
b. Term loans from banks as on 31 March, 2010 amounted to Rs. 1,089.05 million:
i. Out of the above, Rs. 12.14 million is secured by first charge on pari passu basis on the Company’s movable fixed assets
(except for the fixed assets specifically charged to other lenders);
ii. Out of the above, Rs. 500.00 million is secured by subservient charge on movable fixed assets and is also supported by a letter
of comfort provided by Mr. Raghav Bahl;
iii. Out of the above, Rs. 576.91 million is secured by way of first charge on the assets financed out of the loan and is also supported
by way of pledge of shares held by the promoters/ group entities and personal guarantee of Mr. Raghav Bahl.
c. Other loans from banks amounting to Rs. 9.60 million are secured by hypothecation of vehicles financed by them.
d. Term Loans from others as on 31 March, 2010 amounted to Rs. 776.62 million:
i. Out of the above, Rs. 766.60 million is to be secured by hypothecation of equipment purchased out of the loan and is collaterally
secured by pledge of shares by the promoters/ group entities, personal guarantee of the Managing Director of the Company and
corporate guarantee of Network18 Media & Investments Limited;
ii. Out of the above, Rs. 10.02 million is secured by way of a first charge on the buildings financed out of the loans.
e. Term loans include amounts aggregating to Rs. 10,820.51 lakhs which are pending utilisation for the purposes for which they were
obtained on account of deferment of expansion plans and are held in the current/ deposit accounts with banks. The Company has
applied for modification of the purpose for which a term loan of Rs. 6,000 lakhs (amount outstanding Rs. 5,769.07 lakhs as at the
year end) was sanctioned, approval of which from the bank was pending as at the year end.
9. Investments
a. The details of purchases and sales of current investments made during the year are as follows:
Particulars Purchase Sale
  Units Rs. Units Rs.
Birla Sun Life Mutual Fund (Face Value Rs. 10) 25,744,022 374,500,000 18,577,901 270,398,509
DSP Merrill Lynch Mutual Fund (Face Value Rs. 10) 5,505 55,218 533,609 5,352,736
DSP BlackRock Liquidity Fund (Face Value Rs. 1,000) 439,879 569,900,000 310,543 400,768,826
DSP Merrill Lynch Mutual Fund (Face Value Rs. 1,000) 79,879 90,000,000 147,107 167,141,681
Deutche Mutual fund (Face Value Rs. 10) 63,827,872 906,000,000 60,441,155 860,551,048
Fidelity Mutual Fund (Face Value Rs. 10) 16,969,718 200,000,000 842,162 10,000,000
Franklin Templeton Mutul Fund (Face Value Rs. 1000) 371,738 495,642,941 371,738 497,287,484
HDFC Mutual Fund (Face Value Rs. 10) 39,935,576 760,000,000 37,844,695 721,496,020
IDFC Mutual Fund (Face Value Rs. 10) 66,982,300 735,000,000 57,357,061 631,160,154
ICICI Mutual Fund (Face Value Rs. 10) 8,977,802 120,000,000 8,977,802 120,097,855
ICICI Mutual Fund (Face Value Rs. 100) 4,769,951 643,597,855 4,769,951 645,390,768
JM Financial Mutual Fund (Face Value Rs. 10) 34,891,408 466,000,000 26,076,767 341,475,498
Kotak Mutual Fund (Face Value Rs. 10) 33,597,604 620,000,000 19,471,267 361,194,075
Principal Mutual Fund (Face Value Rs. 10) 3,377,990 50,000,000 3,377,990 50,074,654
Reliance Mutual Fund (Face Value Rs. 10) 62,834,539 863,000,000 54,872,930 754,165,528
Religare Mutual Fund (Face Value Rs. 10) 73,941,154 909,100,000 68,279,163 837,734,151
SBI Mutual Fund (Face Value Rs. 10) 10,388,243 150,000,000 2,870,896 57,024,896
Sundram BNP Paribas Mutual Fund (Face Value Rs. 10) 7,333,146 139,000,000 12,440,515 234,429,562
Tata Mutual Fund (Face Value Rs. 1,000) 457,848 770,000,000 405,277 683,105,718
Taurus Mutual Fund (Face Value Rs. 10) 28,972,694 304,500,000 30,417,925 184,500,000
Taurus Mutual Fund (Face Value Rs. 1,000) 126,551 13,4500,000 - -
UTI Mutual Fund (Face Value Rs. 1,000) 796,098 1,190,000,000 531,050 792,153,255

47
Television Eighteen India Limited

b. The details of purchases and sales of other investments made during the year are as follows:
Particulars Purchase Sale
In Numbers Amount (Rs.) In Numbers Amount (Rs.)
Equity shares
Infomedia18 Limited (Refer. Note 10 (e) and c below) 15,298,078 512,485,613 - -
Debentures
RVT Investments Private Limited 1,530,800 1,530,800,000 - -
Preference shares
Television Eighteen Media and Investment Limited 9,218,691 414,462,500 - -
Units
Media Venture Capital Trust - II 2,394 239,400,000 - -
c. Pursuant to the scheme of arrangement {read with note 10(d)} to merge I-Ven into Infomedia, Television Eighteen India Limited had
been alloted 7,894,052 equity shares of Rs. 10 each of Infomedia 18 Limited in exchange of 8,227,466 equity shares of Rs. 10 each
held in I-Ven Interactive Limited (acquisition cost of Rs. 1,778,548,770).
10. A. Investment in Infomedia 18 Limited
a. The Company, I-Ven Interactive Limited (‘I-Ven’), Infomedia 18 Limited (Infomedia) (formerly Infomedia India Limited) (‘Target
Company’) and India Advantage Fund – II (‘IAF II’), a trust constituted under the provisions of the Indian Trust Act, 1882,
had entered into a Share Purchase, Share Subscription and Warrant Subscription Agreement dated 11 December, 2007
(‘agreement’). As at the date of the agreement, the Target Company was a subsidiary of I-Ven and is listed on the Bombay Stock
Exchange Limited (‘BSE’) and the National Stock Exchange of India Limited (‘NSE’). Further, as at the date of the agreement,
I-Ven held 12,396,999 equity shares of the Target Company representing 62.73% of the outstanding equity shares of the Target
Company. As per the terms of the agreement, subject to statutory and regulatory clearances:
i. The Company agreed to purchase from IAF II such number of fully paid up equity shares of I-Ven (‘sale shares’) which would
transfer to the Company an economic interest of 40% of the issued and paid up equity shares of the Target Company. In
addition, the Company agreed to subscribe to and I-Ven agreed to issue and allot a stipulated number of fully paid up equity
shares (‘subscription shares’) of I-Ven. As at the year ended 31 March, 2008, the Company had not purchased/subscribed
to the above mentioned shares and had a commitment of Rs. 1,779 million as at the year ended 31 March, 2008, in respect
of the above. Pursuant to the agreement, the said consideration was to be placed in an escrow account pending which the
Company was to provide for interest, at the rate of 14 % per annum compounded monthly.
ii. It was envisaged that the Company would make an offer (‘offer’) as per the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations 1997 to the shareholders of the Target Company for
acquiring up to 20% of the voting capital of the Target Company. In the event, the Company is not able to acquire an
economic interest of 53% of the issued and paid up equity shares of the Target Company after the offer and purchase of
sale shares, IAF II agreed to sell additional equity shares (‘subsequent sale shares’) of I-Ven to the Company to ensure that
the Company acquires an economic interest of 53% in the issued and paid up equity capital of the Target Company.
The offer closed on 28 April, 2008 and the Company acquired 720,931 equity shares (face value Rs. 10 each) at an aggregate
cost of Rs. 170.86 million representing 3.63% of the voting capital of the Target Company pursuant to such offer.
iii. The Target Company agreed to issue 5,000,000 warrants (‘warrants’) to the Company, in accordance with Securities and
Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 – Guidelines for Preferential Issues. The
warrant consideration price was fixed at Rs. 237 per warrant. Each warrant was convertible into one fully paid up equity
share of Rs. 10 each of the Target Company on exercise of options and on payment of the stipulated warrant exercise price.
The option was exercisable during a period of 18 months from the date of allotment of warrants that is 7 February, 2008.
During the year ended 31 March, 2008, the Company had paid 10% of the consideration price i.e. Rs. 23.70 per warrant
aggregating to Rs. 118.50 million to the Target Company and 5,000,000 warrants were allotted to the Company.
b. Further on 21 August, 2008:
i. IAF II agreed to transfer 5,451,900 shares of I-Ven held by it to the Company.
ii. The Company agreed to subscribe to and pay for 2,775,566 shares of I-Ven, being the subscription shares, at a fair value
determined as Rs. 216.17 per share.
As at 31 March, 2009, the Company had purchased/subscribed to 8,227,466 shares i.e 63.98% of the issued and paid up
equity shares of I-Ven amounting to Rs. 1,778.55 million. Further the Company had taken control of the Board of Directors
of Infomedia on 21 August, 2008.
The Company had also paid interest amounting to Rs. 98.66 million during the year ended 31 March, 2009 for acquisition
of Infomedia.
c. The Company had decided to not subscribe to the warrants at the aforementioned consideration price subsequent to the year
ended 31 March, 2009, in view of the market conditions, and had accordingly written off its investment in 5,000,000 partly
paid convertible equity warrants amounting to Rs. 118.50 million as per the principles laid down under Accounting Standard
Contingencies and Events Occurring After Balance Sheet Date’ during the year ended 31 March, 2009.
d. A scheme of arrangement to merge I-Ven into Infomedia had been filed with the Hon’ble High Court of Bombay on 18 Feburary,
2009. The scheme became effective from 25 August, 2009 and I Ven Interactive Limited merged with Infomedia 18 Limited on
the effective date. The Company had been alloted 7,894,052 equity shares of Rs. 10 each of Infomedia 18 Limited in exchange
of 8,227,466 equity shares of Rs. 10 each held in I-Ven Interactive Limited. Consequently, the Company’s direct holding in
Infomedia 18 Limited increased to 43.32% of the equity share capital.
e. Infomedia 18 Limited has made a rights issue of equity shares of Rs. 10 each at a premium of Rs. 23.50 per share aggregating
to Rs. 9,989.89 lakhs to the existing shareholders of Infomedia 18 Limited. The rights issue opened on 29 December, 2009 and
closed on 15 January, 2010. The Company subscribed to 15,298,078 equity shares at Rs. 33.50 per share (face value of Rs
10 per share at a premium of Rs 23.50 per share) amounting to Rs. 5,124.86 lakhs in the right’s issue and its direct holding in
Infomedia further increased to 48.11% as at the year end.

48
Television Eighteen India Limited

B. Investment in Media Venture Capital Trust-II (MVCT)


The shareholders of the Company vide postal ballot resolutions dated 12 September, 2006 and 16 July, 2007 permitted the
Company to take an indirect equity exposure in a venture capital trust structure post which the Company executed a trust deed
to form the Media Venture Capital Trust-II (‘MVCT’). The objective of the Trust is to make strategic investments in businesses
including in the media and entertainment industry through companies/special purpose vehicles (SPVs). The Company also entered
into a co-investment agreement with Mr. Raghav Bahl, the promoter, who has guaranteed a minimum stipulated rate of return on
the investment over a specified period. The investment in MVCT as at 31 March, 2010 was Rs. 2,721.20 million (Previous year
Rs. 2,481.80 million) as against the limit of Rs. 4,000 million approved by the shareholders. MVCT directly or through companies/
SPVs has invested in various companies which are at different stages of start up/ operations. Management has reviewed the
business plans/financial statements/valuations of these companies. Based on management’s evaluation of these companies’
current operations and future business plans management is of the view that these investments will yield reasonable returns post
the gestation period. Other income includes Rs. Nil (Previous year Rs. 95.00 million) pertaining to dividends from units of MVCT.
11. Investments in subsidiaries
a. The Company has long term investments of Rs. 2,776.89 million (Previous year Rs. 485.86 million) in quoted equity shares . The
market value of these quoted investments as at 31 March, 2010 aggregates to Rs. 747.27 million. (Previous year Rs. 133.91
million). Of the above, the Company’s investment in quoted equity shares of its subsidary Infomedia 18 Limited (Infomedia) amounts
to Rs. 2,461.89 million. Infomedia has incurred a loss of Rs. 500.34 million during the year ended March 31, 2010. During the year
Infomedia has raised equity vide right issue amounting to Rs. 9,98.99 million to augment it’s equity. The management has obtained
an independent business valuation which does not indicate any other than temporary dimunition in the value of this investment. New
lines of business are also being added by Infomedia, which along with consolidation of existing products and introduction of new
products in the publishing segment are expected to improve the revenues of the Infomedia. Further, Infomedia is in the process of
introducing new technologies in its product offering, so as to cater to newer markets and de-risk the revenue streams.
b. The Company has an investment of Rs. 133.54 million (Previous year Rs. 133.54 million) in a subsidary Newswire18 Limited
(formerly NewsWire 18 India Private Limited) (Newswire) as at 31 March, 2010. Newswire has accumulated losses aggregating to
Rs. 394.87 million (Previous year Rs. 346.38 million) as at 31 March, 2010 resulting in an erosion of its net worth.
However, having regard to the continued long term strategic involvement, management is of the view that no provision is considered
necessary for diminution in the value of these investments.
12. Television Eighteen Mauritius Limited (TEML)
Pursuant to the issuance of revised guidelines for uplinking of news and current affairs channels from India issued by the Ministry of
Information and Broadcasting, the Company had resolved, by means of a special resolution of its shareholders passed in the general
meeting on 17 October, 2003 to utilise the securities premium account upto Rs. 550.00 million towards adjustment for diminution in
value of investments made by the Company in TEML and loans granted by the Company to TEML.
The Company had filed a petition for the above resolution with the Honorable High Court of Delhi on 6 January, 2004. The Honorable
High Court of Delhi vide its order dated 23 March, 2004 had approved the above scheme. Consequently, during the year ended 31
March, 2004 the Company’s investments in the equity of TEML had been written down by Rs. 407.50 million to Rs. 160.63 million which
was determined by the Company on the basis of an independent valuation. Further, the loan due from TEML had been written down by
Rs. 136.83 million (USD 3.00 million) to Nil value. The total write down on this account of Rs. 544.33 million had been adjusted against
the securities premium account.
The Company had also written off amounts receivable from TEML on account of exports aggregating to Rs. 135.41 million (USD 2.97
million) during the year ended 31 March, 2004. During the year ended 31 March, 2009 TEML repaid the aforesaid loan and receivables
amounting to Rs. 272.24 million (USD 5.97 million) on account of its improved cash flows.
13. Current Liabilities
Current liabilities include amounts aggregating to 49.88 million (Previous year Rs. 49.88 million) due to Television Eighteen Mauritius
Limited, the repatriation of which is subject to clearance from an authorised dealer.
14. Deferred tax
a. Deferred tax assets and liabilities are being offset as they relate to taxes on income levied by the same governing taxation laws.
b. Break up of deferred tax assets/liabilities and reconciliation of current year’s deferred tax :
(Amounts in Rupees)
Opening (Charged)/ Credited to Closing balance
balance P&L during the year
Deferred Tax Liabilities (DTL)
Tax impact of difference between carrying amount of fixed as- (89,717,116) 24,696,647 (65,020,469)
sets in the financial statements and the income tax return (106,061,794) 16,344,678 (89,717,116)
Total A (89,717,116) 24,696,647 (65,020,469)
(106,061,794) 16,344,678 (89,717,116)
Deferred Tax Assets (DTA)
Tax impact of expenses charged in the financial statements 177,612,355 (70,699,612) 106,912,743
but allowable as deductions in future years as per provisions of 54,271,609 123,340,746 177,612,355
Section 40, 43B etc. of the Income Tax Act, 1961.
Provision for doubtful debts 37,079,742 (4,412,186) 32,667,556
17,212,876 19,866,866 37,079,742
Total B 214,692,097 (75,111,798) 139,580,299
71,484,485 143,207,612 214,692,097
Net DTA/(DTL)A+B 124,974,981 (50,415,151) 74,559,830
(34,577,309) 159,552,290 124,974,981
Note: Previous year figures are in italics.

49
Television Eighteen India Limited

15. Employee Benefits


a. Description of the Gratuity Plan
The gratuity liability arises on retirement, withdrawal, resignation or death of an employee. The aforesaid liability is calculated on the
basis of fifteen days salary (i.e. last drawn salary plus dearness allowance) for each completed year of service subject to completion
of five years of service.
b. Defined Benefit Plans/Compensated absences
The present value of defined benefit obligations/compensated absences and the related current service cost are measured using
the projected unit credit method with actuarial valuation being carried at each balance sheet date. The details are set out as
under:
(Amounts in Rupees)
Particulars 31.03.2010 31.03.2009
Gratuity Benefits Compensated Gratuity Benefits Compensated
Absences Absences
Change in benefit obligations:
Present value of obligation at the beginning 37,702,960 37,222,927 20,277,481 18,337,902
of the year
Current service cost 5,843,237 4,280,262 8,421,708 10,470,846
Interest cost 3,016,237 2,977,834 1,419,424 1,283,653
Actuarial (gain)/loss (10,894,451) (5,133,884) 9,264,419 11,507,021
Benefits paid (3,038,025) (21,655,613) (1,680,072) (4,376,495)
Present value of obligation at the year end 32,629,958 17,691,526 37,702,960 37,222,927
Change in plan assets:
Fair value of plan assets at the beginning 12,123,970 - 12,445,507 -
of the year
Expected return on plan assets 1,030,537 - 995,641 -
Employer’s contributions 1,229,874 - 934,683 -
Benefits paid (1,881,559) - (1,564,572) -
Actuarial gain/ (loss) 873,925 - (687,289) -
Fair value of plan assets at the year end* 13,376,747 - 12,123,970 -
*compensated absences not funded
Net liability:
Present value of obligation at the year end 32,629,958 17,691,526 37,702,960 37,222,927
Fair value of plan assets at the year end 13,376,747 - 12,123,970 -
Net liability 19,253,211 17,691,526 25,578,990 37,222,927

Particulars Year ended Year ended


31.03.2010 31.03.2009
Gratuity Benefits Compensated Gratuity Benefits Compensated
(Rs.) Absences (Rs.) Absences
(Rs.) (Rs.)
Expenses recognised in the profit and loss
account:
Current service cost 5,843,237 4,280,262 8,421,708 10,470,846
Interest cost 3,016,237 2,977,834 1,419,424 1,283,653
Net actuarial (gain)/loss (11,768,376) (5,133,884) 9,951,708 11,507,021
Expected return on plan assets (1,030,537) - (995,641) -
Net cost (3,939,439) 2,124,212 18,797,199 23,261,520

50
Television Eighteen India Limited

Particulars 31.03.2010 31.03.2009


Gratuity Benefits Compensated Gratuity Benefits Compensated
Absences Absences
Actuarial assumptions used:
Discount rate 8% 8% 7% 7%
Expected salary escalation rate 6% 6% 6% 6%
Expected rate of return 8.5% - 8% -
Mortality table LIC(1994-96) LIC(1994-96) LIC(1994-96) LIC(1994-96)
Duly modified duly modified duly modified duly modified
Retirement age 60 Yrs 60 Yrs 60 Yrs 60 Yrs
Withdrawal rates Age Percentage Age Percentage
Upto 30 years 3 Upto 30 years 3
Upto 44 years 2 Upto 44 years 2
Above 44 years 1 Above 44 years 1

Notes:
1. The discount rate is based on the prevailing market yield of Indian Government Securities as at the balance sheet date for the
estimated term of obligations.
2. The expected return is based on the expectation of the average long term rate of return on investments of the fund during the
estimated term of the obligations.
3. The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant
factors.
4. Plan assets mainly comprise funds managed by the insurer i.e. ING Vysya Life Insurance Company Limited. 20% of the plan
assets are invested in the Liquid Fund while 80% are invested in the Secure Fund. The portfolio composition of these funds is
as follows:
Liquid fund Secure fund Liquid fund Secure fund
% % % %
31.03.10 31.03.10 31.03.09 31.03.09
Corporate debt 99.98% - 99.64%
Mutual fund / cash 0.02% - 0.36%
Government securities - 13.40% 23.54%
Corporate bonds - 62.99% 53.21%
Equity - 16.56% 15.75%
Money market - 7.05% 7.50%
Total 100% 100% 100% 100%

16. Earnings Per Share


Basic earnings/(loss) per equity share has been computed by dividing net profit/(loss) after tax by the weighted average number of
equity shares outstanding during the year. Diluted earnings/(loss) per equity share has been computed using the weighted average
number of equity shares and dilutive potential equity shares outstanding during the year. The reconciliation between basic and diluted
earnings per equity share is as follows:
Particulars Units Year ended Year ended
31.03.2010 31.03.2009
a. Net profit/(loss) after tax Rs. (324,755,400) 198,223,022
b. Weighted average number of equity shares used in computing basic No. of shares 132,399,190 119,777,128
earnings per share
c. Basic earnings/(loss) per share (a/b) Rs. (2.45) 1.65
d. Weighted average of the number of shares under options No. of shares - 5,132,757
e. Adjustment for weighted average number of shares that would have No. of shares 1,213,690 (1,774,664)
been issued at fair value
f. Weighted average number of equity shares used in computing diluted No. of shares 133,612,880 123,135,221
earnings per share (b+d+e) (see note below)
g. Diluted earnings per share Rs. (2.45) 1.61
(see note below)
h. Effect of potential equity shares (c-g) Rs. - 0.04
(see note below)
Note:
Potential equity shares have not been considered for the purpose of computing diluted earnings per share as the result is anti-
dilutive.

51
Television Eighteen India Limited

17. Employee Stock Option and Stock Purchase Plan


a. Television Eighteen India Limited Employee Stock Option Plans
The Company has established several employee stock option plans (ESOPs) in accordance with the Securities and Exchange
Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 which have been
approved by the Board of Directors and the shareholders. The details are as given below:
 Television Eighteen India Limited Stock Option Plan 2002 (ESOP 2002)
 Television Eighteen India Limited Employees Stock Option Plan 2003 (ESOP 2003)
 Television Eighteen India Limited Employee Stock Option Plan 2004 (ESOP 2004)
 Television Eighteen India Limited Senior Employee Stock Option Plan 2004 (Senior ESOP 2004)
 Television Eighteen India Limited Long Term Retention Employee Stock Option Plan 2005 (Long Term Retention ESOP 2005)
 Television Eighteen India Limited Employee Stock Option Plan 2005 (ESOP 2005)
 Television Eighteen India Limited Strategic Employees Stock Option Plan 2005 (Strategic Acquisition ESOP 2005)
 Television Eighteen India Limited Employees Stock Option Plan 2006 (ESOP 2006)
 Television Eighteen India Limited Employees Stock Option Plan A 2007 (ESOP (A) 2007)
 Television Eighteen India Limited Employees Stock Option Plan B 2007 (ESOP (B) 2007)
 Television Eighteen India Limited Employees Stock Option Plan 2007 (ESOP 2007)
A compensation committee comprising independent members of the Board of Directors administers the ESOPs. All options under
the ESOPs are exercisable for equity shares. The Company had declared a bonus issue of 1:1 in the AGM of the Company on 7
September, 2007 with record date of 18 October, 2007. Prior to the bonus issue, each option was exercisable for one Rs. 5 fully
paid up equity share of the Company on payment of the exercise price. Subsequent to the bonus issue each option is exercisable
for two Rs. 5 fully paid up equity shares of the Company on payment of the exercise price.
The Company had given a postal ballot notice dated 19 December, 2008 to its shareholders pursuant to Section 192A of the
Companies Act, 1956 for the approval of modifications relating to exercise price and vesting of options under the ESOP (A) 2007,
ESOP 2005, ESOP 2004 and Senior ESOP 2004 plans. Further the number of options authorised to be granted under the ESOP
2007 were proposed to be increased from 2,542,438 to 10,000,000 options. The result of the postal ballot was announced on 2
February, 2009 whereby the aforesaid modifications were duly approved by the shareholders of the Company.
Consequent to the modifications that occurred after the vesting date of certain options the deferred employee compensation amount
increased by Rs. 35.41 million which is being amortised over the additional vesting period. This incremental intrinsic value granted
had been determined based on the intrinsic value of the modified stock options and that of the original stock options both estimated
as on the date of the modifications.
The impact of the modifications as on the date of modification is summarised below:
Plans As per original plan As per modified plan
ESOP 2004
Weighted average price of options outstanding 51.94 27.58
Weighted average remaining contractual life 1.38 3.55
Senior ESOP 2004
Weighted average price of options outstanding 55.23 49.24
Weighted average remaining contractual life 2.24 3.62
ESOP 2005
Weighted average price of options outstanding 214.31 20.00
Weighted average remaining contractual life 1.89 2.85
ESOP (A) 2007
Weighted average price of options outstanding 221.31 5.00
Weighted average remaining contractual life 2.51 3.85

b. Senior Employee Stock Awards (Stock Appreciation Right) Plan 2005


During 2005-2006 the Company had established the Stock Appreciation Right Plan 2005 (Senior Employee Stock Award Plan)
(‘SAR’) for compensation to the employees whereby the Company in its extraordinary general meeting held on 25 July, 2005
had approved a grant of upto 300,000 awards to eligible employees. During the earlier years, the Company had granted 299,995
awards representing 140,998 options which had vested as on 31 March, 2007. Pursuant to the scheme, the employees have a right
to receive such numbers of fully paid up equity shares of Rs. 5 of the Company whose market value matches with the amount of
increase due to appreciation in share price during the date of grant and date of exercise of the awards. Upto 31 March, 2008, of
the 140,998 options the Company issued 91,650 shares to employees on the exercising of the options. During the year ended 31
March, 2009 the Company had issued 36,808 shares under this scheme, and the balance 12,540 options had lapsed during the
previous year.

52
Television Eighteen India Limited

The salient terms of ESOPs schemes/ revised ESOPs schemes and SAR of the Company are set out hereunder:
Particulars ESOP 2002 ESOP 2003 ESOP 2004 Senior ESOP 2004
Year in which scheme 2002-03 2003-04 2004-05 2004-05
was established
Number of options 700,000 700,000 700,000 840,000
authorised to be 700,000 700,000 700,000 840,000
granted
Exercise price* (See Rs. 5 per 95% of market The exercise price is to be The exercise price is to be decided
note 1) option. value on grant decided by the compensation by the compensation committee, and
date. committee, such that the is not to be less than the par value of
exercise price is not less than the shares of the Company and not
the par value of the shares of the more than the price prescribed under
Company and not more than the Chapter XIII of SEBI (Disclosure
price prescribed under Chapter and Investor Protection) Guidelines,
XIII of SEBI (Disclosure and 2000. The relevant date will be the
Investor Protection) Guidelines, date of grant
2000. The relevant date will be
the date of grant.
Vesting date* After one year After one year Option to vest after one year from Option to vest after one year from the
(See note 1) from the date from the date the date of grant within such pe- date of grant within such period not
of grant of op- of grant of riod not exceeding ten years as exceeding ten years as may be de-
tions. options. may be determined by the com- termined by the compensation com-
pensation committee. mittee.
Vesting requirements One year’s One year’s Three years of service from the Two to four years of service from the
service from service from date of grant of option date of grant of option
the date the date
of grant of of grant of
option. option.
Exercise period During two During one During two years after vesting During a period of two/three years
years after year after vest- date. from the vesting date
vesting date. ing date.
Un-granted options can- - - - -
celled during the year - - - -
*Note 1: The details of exercise price and vesting period prior to modifications are given below:
Particulars ESOP 2002 ESOP 2003 ESOP 2004 Senior ESOP 2004
Exercise price before N.A. N.A. 1. 50% of options granted at 90% 1. 50% of options granted at 90% of
modification of market value on grant date; market value on grant date;
2. Remaining 50% of the options 2. Remaining 50% of the options
granted at a discount of Rs. 125 granted at a discount of Rs. 100 on
on market value on grant date. market value on grant date.
Vesting date before N.A. N.A. After three years of service from 1. One third of options granted will
modification the date of grant of options. vest after two years from the date of
grant of option ;
2. Remaining two third of options
granted will vest after four years from
the date of grant of options.

Particulars Long Term Retention ESOP 2005 Strategic Acquisition ESOP 2006
ESOP 2005 ESOP 2005
Year in which scheme 2005-06 2005-06 2005-06 2006-07
was established
Number of options 350,000 1,260,000 840,000 1,000,000
authorised to be 350,000 1,260,000 840,000 1,000,000
granted
Exercise price* (See Market value on grant The exercise price is to be decided Rs. 100 per option. Rs. 5 per op-
note 2) date. by the compensation committee, such tion.
that the exercise price is not less than
the par value of the shares of the
Company and not more than the price
prescribed under Chapter XIII of SEBI
(Disclosure and Investor Protection)
Guidelines, 2000. The relevant date
will be the date of grant.
Vesting date* (See note After four years from Option to vest after one year from the After one year from the After two
2) the date of grant of op- date of grant within such period not date of grant of options. years from
tions. exceeding ten years as may be de- the date of
termined by the compensation com- grant of op-
mittee. tions.

53
Television Eighteen India Limited

Particulars Long Term Retention ESOP 2005 Strategic Acquisition ESOP 2006
ESOP 2005 ESOP 2005
Vesting requirements Four years of service Three years of service from the date of One year’s service from Two years of
from the date of grant grant of option. the date of grant of op-service from
of option. tion. the date of
grant of option.
Exercise period During two years after During one year after vesting date. During one year after During one
vesting date. vesting date. year after
vesting date.
Un-granted options can- - - - -
celled during the year - - - -
*Note 2: The details of exercise price and vesting period prior to modifications are given below:
Exercise price before N.A. 90% of market value on grant date. N.A. N.A.
modification
Vesting date before N.A. 1. One third of options granted will vest N.A. N.A.
modification after one year from the date of grant
of options;
2. One third options granted will vest
after two years from the date of grant
of options; and
3. One third options granted will vest
after three years from the date of grant
of options.
Particulars ESOP (A) 2007 ESOP (B) 2007 ESOP 2007 SAR
Year in which scheme 2006-07 2006-07 2007-08 2005-06
was established
Number of options/ 1,000,000 1,000,000 10,000,000 300,000
awards authorised to be 1,000,000 1,000,000 10,000,000 300,000
granted
Exercise price* (see The exercise price is to Rs. 5 per option. The exercise price will Rs. 5
note 3) be decided by the com- be decided by the com-
pensation committee, pensation committee
such that the exercise such that the exercise
price is not less than price is not less than
the par value of the the par value of the eq-
shares of the Company uity shares of the Com-
and not more than the pany and not more than
price prescribed under the price prescribed
Chapter XIII of SEBI
under Chapter XIII of
(Disclosure and Inves-
SEBI (Disclosure and
tor Protection) Guide-
Investor Protection)
lines, 2000. The rel-
evant date will be the Guidelines, 2000.
date of grant.
Vesting date* (See 1. One sixth options granted will vest
Option to vest after one After a minimum period Cliff vesting
note 3) year from the date of after one year from the date of grant of one year from the period of
grant within such pe- of options; date of Grant. The vest- three years
riod not exceeding ten2. One sixth options granted will vest ing shall happen in one
years as may be deter-after two years from the date of grant or more tranches as
mined by the compen- of options; may be decided by the
sation committee. 3. One sixth options granted will vest ESOP Compensation
after three years from the date of grant Committee.
of options;
4. One sixth options granted will vest
after four years from the date of grant
of options;
5. One sixth options granted will vest
after five years from the date of grant
of options; and
6. One sixth options granted will vest
after six years from the date of grant
of options.
Vesting requirements One to four years of One to six years of service from the Option to vest over One to four
service from the date date of grant of option. such period, in such years of ser-
of grant of option. manner and subject to vice from the
conditions as may be date of grant
decided by the com- of SAR
pensation committee
provided the employee
continues in service.

54
Television Eighteen India Limited

Particulars ESOP (A) 2007 ESOP (B) 2007 ESOP 2007 SAR
Exercise period During four years after During four years after vesting date. Exercise period will One year
vesting date. commence from the after vesting
vesting date and extend date
upto the expiry period
of the option as may
be decided by the com-
pensation committee.
Un-granted options can- - - - -
celled during the year - - - -
Un-granted options - - - -
- - 8,330,000 -
*Note 3:
The details of exercise price and vesting period prior to modifications are given below:
Exercise price before 75% of market value N.A. N.A. N.A.
modification on grant date.
Vesting date before 1. One fourth options N.A. N.A. N.A.
modification granted will vest after
one year from the date
of grant of options;
2. One fourth options
granted will vest after
two years from the date
of grant of options;
3. One fourth options
granted will vest after
three years from the
date of grant of op-
tions; and
4. One fourth options
granted will vest after
four years from the date
of grant of options.
c. Television Eighteen India Limited Employee Stock Purchase Plans (ESPP)
i. Television Eighteen India Limited Stock Purchase Plan 2003 (ESPP 2003)
During 2003-2004 the Company had established an Employee stock purchase plan (ESPP 2003) for compensation to employees
whereby the Company’s plan was to issue upto 700,000 shares to eligible employees. The offer price per share was 95% of
the market value of the shares as at the date of the offer. The Company had issued 667,016 shares under ESPP 2003 upto 31
March, 2007. During the year ended 31 March, 2008, pursuant to the approval of the shareholders it was decided to cancel the
issue of the remaining balance of the proposed 32,984 equity shares.
ii. Television Eighteen Employee Stock Purchase Plan 2007 (ESPP 2007)
During 2007-2008 the Company established an Employee stock purchase plan (ESPP 2007) for compensation to employees
whereby the Company’s plan was to issue upto 532,984 shares to eligible employees. The offer price shall be decided by the
compensation committee provided that the offer price shall not be less than the par value of the equity shares of the Company
and shall not be more than the price prescribed under Chapter XIII of SEBI (Disclosure and Investor Protection) Guidelines,
2000.
d. Details of option numbers and weighted average exercise prices
The details of options and weighted average prices are as given below
Particulars ESOP 2002 ESOP 2004
Options Weighted Average Options Weighted Average
Price Price
(Numbers) (Rs.) (Numbers) (Rs.)
a. outstanding at the beginning 53,690 2.50 562,800 27.58
of the year  53,690 2.50 749,000 48.89
b. granted during the year - - - -
- - - -
c. exercised during the year  - - 206,500 20.00
- - 72,800 25.65
d. forfeited during the year - - 8,400 20.00
- 113,400 48.66
e. expired during the year - - - -
- - - -
f. additions pursuant to bonus issue - - - -
- - - -

55
Television Eighteen India Limited

Particulars ESOP 2002 ESOP 2004


Options Weighted Average Options Weighted Average
Price Price
(Numbers) (Rs.) (Numbers) (Rs.)
g. outstanding at the end of the year 53,690 2.50 347,900 32.26
53,690 2.50 562,800 27.58
h. exercisable at the end of the year 53,690 2.50 113,400 57.61
53,690 2.50 21,000 99.88
i. number of equity shares of Rs. 5 each See note 1 N.A. 347,900 N.A.
fully paid up to be issued on exercise See note 1 N.A. 562,800 N.A.
of option
j. weighted average share price at the - N.A. 206,500 76.81
date of exercise - N.A. 72,800 244.80
k. weighted average remaining - N.A. 2.36 N.A.
contractual life (years) - N.A. 3.55 N.A.

  Particulars Senior ESOP 2004 Long Term Retention ESOP 2005


  Options Weighted Average Options Weighted Average
(Numbers) Price (Rs.) (Numbers) Price (Rs.)
a. outstanding at the beginning 998,226 49.24 700,000 75.61
of year 1,091,498 52.96 700,000 75.61
b. granted during the year - - - -
62 52.96 - -
c. exercised during the year 163,325 16.76 - -
93,330 33.24 - -
d. forfeited during the year - - - -
- - - -
e. expired during the year - - - -
- - - -
f. additions pursuant to bonus issue - - - -
- - - -
g. outstanding at the end of the Year 834,901 55.60 700,000 75.61
998,230 49.24 700,000 75.61
h. exercisable at the end of the year 391,329 50.81 - -
- - - -
i. number of equity shares of Rs. 5 each 834,901 N.A. 700,000 N.A.
fully paid up to be issued on exercise 998,230 N.A. 700,000 N.A.
of option
j. weighted average share price at the 163,325 76.81 - N.A.
date of exercise 93,330 243.70 - N.A.
k. weighted average remaining 2.51 N.A. 1.56 N.A.
contractual life (years) 3.62 N.A. 2.56 N.A.

  Particulars ESOP 2005 Strategic Acquisition ESOP 2005


  Options Weighted Average Options Weighted Average
(Numbers) Price (Rs.) (Numbers) Price (Rs.)
a. outstanding at the beginning 492,864 20.00 10,000 22.15
of the year   533,064 208.84 55,000 22.15
b. granted during the year - - - -
- - - -
c. exercised during the year   201,667 20.00 - -
- - 45,000 22.15
d. forfeited during the year 23,800 20.00 - -
40,200 141.72 - -
e. expired during the year - - - -
- - - -
f. additions pursuant to bonus Issue - - - -
- - - -

56
Television Eighteen India Limited

  Particulars ESOP 2005 Strategic Acquisition ESOP 2005


  Options Weighted Average Options Weighted Average
(Numbers) Price (Rs.) (Numbers) Price (Rs.)
g. outstanding at the end of the year   267,397 20.00 10,000 22.15
492,864 20.00 10,000 22.15
h. exercisable at the end of the year 267,397 20.00 10,000 22.15
- N.A. 10,000 22.15
i. number of equity shares of Rs. 5 each 267,397 N.A. 10,000 N.A.
fully paid up to be issued on exercise 492,864 N.A. 10,000 N.A.
j. weighted average share price 201,667 76.81 - N.A.
at the date of exercise N.A. N.A. 45,000 244.80
k. weighted average remaining 1.85 N.A. - N.A.
contractual life (years) 2.85 N.A. 0.01 N.A.

  Particulars ESOP 2006 ESOP (A) 2007


  Options Weighted Average Options Weighted average
(Numbers) Price (Rs.) (Numbers) Price (Rs.)
a. outstanding at the beginning of the 361,480 2.50 1,287,400 5.00
year   509,280 2.50 1,490,500 221.31
b. granted during the year - - - -
- - - -
c. exercised during the year   - - 780,375 5.00
100,000 2.50 - -
d. forfeited during the year 58,460 2.50 65,550 5.00
47,800 2.50 203,100 221.31
e. expired during the year - - - -
- - - -
f. additions pursuant to bonus issue - - - -
- - - -
g. outstanding at the end of the year 303,020 2.50 441,475 5.00
361,480 2.50 1,287,400 5.00
h. exercisable at the end of the year 303,020 2.50 136,012 5.00
312,080 2.50 - -
i. number of equity shares of Rs. 5 303,020 N.A. 441,475 N.A.
each fully paid up to be issued on
exercise of option 361,480 N.A. 1,287,400 N.A.
j. weighted average share price at the - N.A. 780,375 76.81
date of exercise 100,000 58.60 - N.A.
k. weighted average remaining 0.00 N.A. 2.85 N.A.
contractual life (years) 0.79 N.A. 3.85 N.A.

  Particulars ESOP 2007 SAR


Options Weighted Average Options Weighted Average
(Numbers) Price (Rs.) (Numbers) Price (Rs.)
a. outstanding at the beginning of the 1,670,000 42.45 - -
year   - - 49,348 5
b. granted during the year - - - -
1,670,000 42.45 - -
c. exercised during the year   - - - -
- - 36,808 5
d. forfeited during the year - - - -
- - 12,540 5
e. expired during the year - - - -
- - - -
f. additions pursuant to bonus issue - - - -
- - - -

57
Television Eighteen India Limited

  Particulars ESOP 2007 SAR


Options Weighted Average Options Weighted Average
(Numbers) Price (Rs.) (Numbers) Price (Rs.)
g. outstanding at the end of the year   1,670,000 42.45 - -
1,670,000 42.45 - -
h. exercisable at the end of the year - - - -
- - - -
i. number of equity shares of Rs. 5 1,670,000 42.45 - N.A.
each fully paid up to be issued on 1,670,000 42.45 - N.A.
exercise of option
j. weighted average share price - N.A. - N.A.
at the date of exercise - N.A. 36,808 56.10
k. weighted average remaining 5.63 N.A. - -
contractual life (years) 6.63 N.A. - -
There were no reportable details in respect of ESOP 2003, ESOP (B) 2007 and ESPP 2007.
Previous year figures are in italics.
Note:
The equity shares pursuant to options granted under this scheme were allotted in the past and were administered through the
TV18 Employee Welfare Trust. Accordingly, there has been no further allotment of equity shares pursuant to the exercise of these
options.
e. Proforma Accounting for Stock Option Grants
The Company applies the intrinsic value-based method of accounting for determining compensation cost for its stock-based
compensation plans. Had the compensation cost been determined using the fair value approach, the Company’s net profit and
basic and diluted earnings per share as reported would have reduced to the proforma amounts as indicated:
(Amounts in Rs. Million) 
Particulars Year ended Year ended
31.03.2010 31.03.2009
a. Net Profit/(Loss) after tax as reported (324.75) 198.22
i. Add: Stock based employee compensation expense debited to Profit and Loss account 23.90 64.00
ii. Less: Stock based employee compensation expense based on fair value 77.73 176.51
b. Difference between (i) and (ii) (53.83) 112.51
c. Adjusted proforma profit (378.58) 85.71
d. Difference between (a) and (c) 53.83 112.51
e. Basic earnings per share as reported (2.45) 1.65
f. Proforma basic earnings per share (2.86) 0.71
g. Diluted earnings per share as reported (2.45) 1.61
h. Proforma diluted earnings per share (2.86) 0.69

i. The fair value of the options, calculated by an external valuer, was estimated on the date of grant using the Black-Scholes
model with the following significant assumptions:
Particulars Year ended Year ended
31.03.2010 31.03.2009
a. Risk free interest rates (in %) 5.51 7.34
b. Expected life (in years) 4.23 9.00
c. Volatility (in %) 71.80 67.44
d. Dividend yield (in %) 2.99 3.07
The volatility of the options is based on the historical volatility of the share price since the Company’s equity shares are
publicly traded and has been calculated on the basis of the share price and trading volume data.
ii. Details of weighted average exercise price and fair value of the stock options granted during the year at price below market
price:
Particulars Year ended Year ended
31.03.2010 31.03.2009
a. Total options granted (in Nos) - 535,000
b. Weighted average exercise price (in Rs.) - 5.00
c. Weighted average fair value (in Rs.) - 47.30

58
Television Eighteen India Limited

iii. Details of weighted average exercise price and fair value of the stock options granted during the year at market price:
Particulars Year ended Year ended
31.03.2010 31.03.2009
a. Total options granted (in Nos) - 1,135,000

b. Weighted average exercise price (in Rs.) - 60.10

c. Weighted average fair value (in Rs.) - 29.43

18. The Company had entered into a Shareholders’ Agreement with Newswire18 Limited (Newswire) and three employees of Newswire
pursuant to which the Company provided finance, by means of a loan of Rs. 7,777,430 to the individual shareholders and a ‘Senior
Stock Trust’, set up pursuant this agreement, for subscribing to a fresh allotment of 777,743 shares of Newswire. Further, the Company
has a commitment to transfer 259,248 equity shares of Newswire to an ESOP trust to be established by Newswire.
19. Transfer Pricing
The Transfer Pricing study for the transactions related to the year ended 31 March, 2010 is currently in progress and hence, adjustments,
if any, which may arise from the study have not been taken into account in the financial statements for the year ended 31 March, 2010
and will be effected in the financial statements for the year ending 31 March, 2011, which in the opinion of the Company are not
expected to be material.
20. Prior period adjustments
The components of prior period adjustments are as follows:
Particulars Year ended Year ended
31.03.2010 31.03.2009
(Rs.) (Rs.)
Income from media operations (net) 8,562,176 16,268,391
Less: Content and franchise expenses - 11,961,404
Less : Airtime purchased 6,138,720 -
Less: Legal and professional expenses - 1,785,127
Less: Travelling and conveyance 2,192,196 -
Add : Exchange rate fluctuation - 3,200,000
Total 231,260 5,721,860

21. Additional information required to be given pursuant to Part II of Schedule VI to the Companies Act, 1956
Year ended Year ended
Particulars 31.03.2010 31.03.2009
(Rs.) % (Rs.) %
a. Consumption of tapes

i. Imported 724,083 16 533,605 12


ii. Indigenous 3,669,171 84 3,952,106 88
Total 4,393,254 100 4,485,711 100

Particulars Year ended Year ended


31.03.2010 31.03.2009
(Rs.) (Rs.)
b. Remuneration paid to Directors (See note below)
i. Salary 4,344,658 4,200,000
ii. Contribution to provident and other funds 288,000 288,000
iii. Other perquisites - 213,777
Total 4,632,658 4,701,777
Note: Excludes provision for compensated absences and gratuity
since the provision is based on an actuarial valuation for the Company
as a whole.
Computation of net profits in accordance with Section 349 of the Companies Act, 1956:
i. Net profit/(loss) before tax from ordinary activities (274,192,875) 48,201,182
Add:
ii. Whole-time Directors’ remuneration 4,632,658 4,701,777
iii. Directors’ sitting fees 412,000 207,500
iv. Provision for doubtful debts 57,500,000 87,149,149

59
Television Eighteen India Limited

Particulars Year ended Year ended


31.03.2010 31.03.2009
(Rs.) (Rs.)
v. Depreciation as per books of account 171,880,641 189,572,914
vi. Long term investments written off - 120,555,000
vii. Loss on sale of fixed assets 1,658,531 -
Total (38,109,045) 450,387,522
Less:
viii. Depreciation as envisaged under Section 350 of the Companies Act, 171,880,641 189,572,914
1956*
ix. Profit on sale / disposal of assets - 2,300,466
x. Profit on sale of long term investment - 5,906,095
xi. Profit on sale of current investments 30,872,689 67,967,397
xii. Bad debts written off out of provision 84,903,136 28,700,000
xiii. Reversal of provision for diminution in the value of investment - 3,263,359
xiv. Net profit/(loss) for calculation on which remuneration is payable. 325,765,511 152,677,291
Maximum permissible managerial remuneration {Current year- Rs. 4,800,000 7,633,865
400,000 per month (Previous year 5% of Net profit)}
Managerial remuneration paid 4,632,658 4,701,777
*The Company depreciates fixed assets based on estimated useful
lives that are equal to or higher than those implicit in Schedule XIV of
the Companies Act, 1956. Accordingly the rates of depreciation used by
the Company are higher than the minimum rates prescribed by Sched-
ule XIV.
c. Auditors’ remuneration *
i. Audit fees:
a. Statutory audit fee 2,800,000 2,800,000
b. quarterly limited reviews/interim Audits 2,520,000 3,200,000
c. Relating to previous years - 1,400,000
ii. Certification matters 250,000 730,000
iii. Relating to Rights Issue** 4,500,000 -
iv. Other services 2,800,000 -
v. Reimbursement of expenses 86,512 79,687
Total 12,956,512 8,209,687
* Exclusive of service tax
** Represents fee relating to Rights Issue adjusted against securities pre-
mium account
d. CIF Value of imports
i. Capital goods 12,072,799 132,547,233
ii. Others 2,646,799 429,215
Total 14,719,598 132,976,448
e. Expenditure in foreign exchange
i. Travelling 359,103 9,027,016
ii. Telecast and uplinking expenses 23,202,590 21,809,897
iii. Content and franchise expenses 147,188,911 173,256,036
iv. Other services 21,402,838 37,590,780
Total 196,571,395 241,683,729
f. Earnings in Foreign Exchange
i. Income from media operations 39,809,934 434,371,395

ii. Others - 272,236,876

Total 39,809,934 706,608,271

60
Television Eighteen India Limited

22. Related party disclosures


a. List of related parties
Name Relationship
1. Network18 Media & Investments Limited (Network 18) Holding
(formerly Network 18 Fincap Limited) (by virtue of control)
2. Television Eighteen Mauritius Limited, Mauritius (TEML) Subsidiary
3. iNews.com Limited (iNews) Subsidiary
4. Newswire18 Limited (Newswire) (formerly NewsWire18 Private Limited- name changed w.e.f 27 Subsidiary
February, 2009, formerly News Wire 18 India Private Limited)
5. RVT Investments Private Limited (RVT) Subsidiary
6. Television Eighteen Media and Investment Limited, Mauritius (TEMIL) w.e.f 26 November, 2007 Subsidiary
(formerly BK Events Limited)
7. Mobile NXT Online Private Limited (Mobile NXT Online) w.e.f. 14 January, 2008 till 29 September, Subsidiary
2008
8. I-Ven Interactive Limited (I-Ven)w.e.f. 21 August, 2008 upto 25 August, 2009 (See note 10.d of Subsidiary
Schedule 16)
9. Web 18 Holdings Limited, Cayman Islands (Web 18 Holding) Subsidiary1
10. BK Holdings Limited, Mauritius (BKH) w.e.f 17 May, 2007 Subsidiary1
See note 10
11. Capital 18 Limited, Mauritius (Capital 18) w.e.f 6 June, 2007 Subsidiary1
See note 10
12. Namono Investments Limited (Namono) w.e.f 19 November, 2007 Subsidiary1
13. TV18 UK Limited (TV 18 UK) Subsidiary1
14. E-18 Limited, Cyprus (E 18, Cyprus) (formerly Tadcaster Holdings Limited) Subsidiary2
15. Capital18 Acquisition Corp., Cayman Islands (C18 AC) w.e.f 28 November, 2007 Subsidiary3
16. Colosceum Media Private Limited (Colosceum) w.e.f 15 February, 2008 Subsidiary3
(formerly RVT Software Private Limited)
17. Stargaze Entertainment Private Limited (Stargaze) w.e.f 18 February, 2008 Subsidiary3
18. Webchutney Studio Private Limited (Webchutney) w.e.f. 10 December,2007 upto 13 March,2009 Subsidiary3
19. Juxt Consult Research and Consulting Private Limited w.e.f. 10 December, 2007 upto 13 March, Subsidiary3.1
2009
20. Goosefish Media Ventures Private Limited (Goosefish) w.e.f. 10 December, 2007 upto 13 March, Subsidiary3.1
2009
21. Blue Slate Media Private Limited w.e.f. 10 December,2007 upto 13 March,2009 Subsidiary3.2
22. e-Eighteen.com Limited (E-18) Subsidiary4
23. Television Eighteen Commoditiescontrol.com Limited (TECCL) Subsidiary4
24. Web18 Software Services Limited (Web 18) Subsidiary4
25. Big Tree Entertainment Private Limited w.e.f 3 April, 2007 Subsidiary4
26. Care Websites Private Limited (Care) w.e.f 14 February, 2008 Subsidiary4
27. Moneycontrol Dot Com India Limited (MCD) Subsidiary5
28. Keyword Publishing Services w.e.f. 21 August 2008 Subsidiary12
29. Keyword Typesetting Services Limited w.e.f. 21 August, 2008 Subsidiary12
30. Glyph International Private Limited w.e.f. 21 August, 2008 (formerly Amercian Devices India Private Subsidiary11
Limited) (name changed w.e.f.30 July, 2009) (See 33 below)
31. Infomedia 18 Limited (Infomedia 18) w.e.f 21 August, 2008 Subsidiary
(Refer Note 10 of Schedule 16)
32. Cepha Imaging Private Limited w.e.f 21 August, 2008 Subsidiary11
33. Glyph International Limited (formerly Glyph International Private Limited) (name changed w.e.f. 11 Subsidiary11
September, 2009)
34. Glyph International UK Limited w.e.f.21 August, 2008 (formerly Keyword Group Limited) (name Subsidiary11
changed w.e.f.27 April, 2009)

61
Television Eighteen India Limited

Name Relationship
35. Glyph International US LLC w.e.f.21 August, 2008 (formerly Software Services LC) (name changed Subsidiary11
w.e.f. 31 December, 2009)
36. ibn18 Broadcast Limited (IBN) (formerly Global Broadcast News Limited) (name changed w.e.f. 2 Fellow Subsidiary
April, 2008) (See 51 below)
37. Network 18 Holdings Limited, Cayman Islands (NHL) (formerly TV18 Holdings Limited) Fellow subsidiary
38. network18 India Holdings Private Limited (N-18 Holding) w.e.f 14 August, 2007 Fellow subsidiary
39. Setpro18 Distribution Limited (Setpro) (formerly Setpro Holdings Private Limited) Fellow subsidiary
40. RVT Media Private Limited (RVT Media) w.e.f 1 January, 2008 Fellow subsidiary6
41. TV18 HSN Holdings Limited (TV18 HSN Holding) (formerly 18 Holdings Cyprus Limited) Fellow subsidiary7
42. TV18 Home Shopping Network Limited (TV18 HSN) (formerly TV18 Home Shopping Network Pri- Fellow subsidiary8
vate Limited) (name changed w.e.f 10 June, 2008 )
43. The Indian Film Company, Guernsey (TIFC) w.e.f. 7 September, 2009 Fellow subsidiary18
44. The Indian Film Company (Cyprus) Limited (TIFC, Cyprus) w.e.f. 7 September, 2009 Fellow subsidiary14
45. IFC Distribution Private. Limited. w.e.f.7 September, 2009 Fellow subsidiary15
46. Jagran 18 Publications Limited (Jagran) w.e.f 10 March, 2008 Joint venture (JV)
47. JobStreet.Com India Private Limited (Jobstreet) JV9
48. Viacom 18 Media Private Limited (Viacom) w.e.f 6 November 2007 upto 30 September, 2008 JV16
(formerly MTV Networks India Private Limited)
49. Reed Infomedia India Private Limited w.e.f 21 August, 2008 JV13
50. Mobilenxt Teleservices Private Limited (Mobilenxt Tele) w.e.f. 11 November,2007 till 29 Associate
September,2008
51. ibn18 Broadcast Limited (IBN) (formerly Global Broadcast News Limited) w.e.f. 22 January, 2009 Associate17
(name changed w.e.f. 2 April, 2008)
52. Raghav Bahl (RB) Also exercises control by virtue of having a substantial indirect interest in the Key Managerial
voting power of the Company Person (KMP)
53. Sanjay Ray Chaudhuri (SRC) KMP
54. Haresh Chawla (HC) KMP
55. Subhash Bahl (SB) Relative of KMP
(RB)
56. Janhavi Chawla (JC) Relative of KMP
(HC)
57. Ritu Kapur (RK) Relative of KMP
(RB)
58. Vandana Malik (VM) Relative of KMP
(RB)
59. SGA News Limited (SGA-N) w.e.f. 15 January, 2006 upto 18 December, 2008 Entity under
significant influence
of KMP (RB)
60. RRB Holdings Private Limited (RRB Holding) Entity under
significant influence
of KMP (RB)
61. BK Media Private Limited (BKM) Entity under
significant influence
of KMP (RB)
62. Network18 Publications Limited (N18 PPL) w.e.f. 11 July, 2007 (formerly network18 Publications Entity under
Private Limited) (name changed w.e.f 11 December, 2008) significant influence
of KMP (RB)
63. IBN Lokmat News Private Limited (IBN Lokmat) w.e.f 11 June, 2007 Entity under
(formerly RVT Finhold Private Limited) significant influence
of KMP (RB)
64. Greycells18 Media Limited (Greycells) Entity under
(formerly, greycells18 Media Private Limited) (name changed w.e.f. 8 April, 2009) significant influence
of KMP (RB)

62
Television Eighteen India Limited

Name Relationship
65. India International Film Advisors Private Limited (IIFA) Entity under
(formerly RB Fincap Private Limited) significant influence
of KMP (SRC)
66. VT Softech Private Limited (VT Softech) w.e.f 13 August, 2007 Entity under
significant influence
of KMP (RB)
67. Capital18 Media Advisors Private Limited (C 18 Media) w.e.f 30 July, 2007 Entity under
significant influence
of KMP (SRC)
68. Tangerine Digital Entertainment Private Limited (Tangerine) Entity under
significant influence
of KMP (RB)
69. VT Investments Private Limited (VT Investments) Entity under
significant influence
of KMP (RB)
70. VT Holdings Private Limited (VT Holdings) Entity under
significant influence
of KMP (RB)
71. Media Venture Capital Trust – II (MVCT) Entity under
significant influence
of KMP (SRC)
72. Digital18 Media Limited w.e.f.16 April, 2007 (Digital18) (formerly Digital 18 Media Private Limited) Entity under
(name changed w.e.f.10 June, 2009) significant influence
of KMP (RB & SRC)
73. The Network18 Trust (N 18 Trust) Entity under
significant influence
of KMP (RB)
74. Viacom 18 Media Private Limited (Viacom) (formerly MTV Networks India Private Limited ) w.e.f.1 Entity under
October, 2008 significant influence
of KMP (RB)
75. RVT Holdings Private Limited (RVT Holdings) Entity under
significant influence
of KMP (RB)

Notes :
1. Subsidiary of TEML
2. Subsidiary of Web 18 Holding
3. Subsidiary of Capital 18. Capital 18 is held for disposal by TEML.
3.1 Subsidiary of Webchutney
3.2 Subsidiary of Goosefish
4. Subsidiary of E 18, Cyprus
5. Subsidiary of E-18
6. Subsidiary of Fellow subsidiary (IBN)
7. Subsidiary of Fellow subsidiary (NHL)
8. Subsidiary of Fellow subsidiary (TV18 HSN Holding)
9. Joint Venture of step down subsidiary (E 18, Cyprus)
10. Held for disposal by TEML
11. Subsidiary of Infomedia 18 (formerly Infomedia India Limited)
12. Subsidiary of Glyph International UK Limited
13. Joint Venture of Infomedia 18 (formerly Infomedia India Limited)
14. Subsidiary of fellow Subsidiary (TIFC)
15. Subsidiary of fellow Subsidiary (TIFC, Cyprus)
16. Joint Venture of step down subsidiary (BKH). BKH is held for disposal by TEML
17. Associate of RVT
18. Subsidiary of Network 18

63
Television Eighteen India Limited

b. Transactions/balances outstanding with related parties


Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key
Company Subsidiaries # Ventures** Significant Influ- Management/
ence @ Relativesof Key
Management
  Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
(i) Transactions during the year
Income from
operations and
other income
1. Network 18 27,215,504 - - - - -
(28,710,241) - - - - -
2. TEML - - - - - -
- (602,579,876) - - - -
3. TECCL - 8,182,237 - - - -
- (7,409,951) - - - -
4. Web 18 - 116,042,482 - - - -
- (91,330,602) - - - -
5. TV18 HSN - - 21,621,044 - - -
- - (55,712,633) - - -
6. IBN - - - 77,764,195 - -
- - (52,049,829) (10,409,966) - -
7. Viacom - - - - 97,081,045 -
- - - (62,077,088) (35,334,409) -
8. Mobilenxt - - - - - -
Tele
- - - (16,928,162) - -
9. SGA-N - - - - 3,138,081 -
- - - - (1,200,000) -
10. N18 PPL - - - - 5,000,000 -
- - - - (7,750,080) -
11. MVCT - - - - - -
- - - - (95,000,000) -
12. N 18 Trust - - - - 217,400,000 -
- - - - (578,000,000) -
13. RVT - 105,592,172 - - - -
- - - - - -
14. Infomedia - 143,538,718 - - - -
18
- (56,037,819) - - - -
15. Digital18 - - - - 41,632,015 -
- - - - (150,000) -
16. E-18 - 24,334,641 - - - -
- (52,473,367) - - - -
17. Others - 13,851,885 7,305 1,315,800 26,176,378 -
- (27,447,067) (35,472) - (45,768,150) -
Total 27,215,504 411,542,135 21,628,349 79,079,995 390,427,519 -
(28,710,241) (837,278,682) (107,797,934) (89,415,216) (763,202,639) -

64
Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key


Company Subsidiaries # Ventures** Significant Influ- Management/
ence @ Relativesof Key
Management
  Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
Interest
Expense
1. E-18 - - - - - -
- (150,968) - - - -
2. TEML - - - - - -
- (47,830) - - - -
3. SGA-N - - - - - -
- - - - (127,523) -
4. Network 18 133,271 - - - - -
- - - - - -
Total 133,271 - - - - -
- (198,798) - - (127,523) -
Reimburse-
ment
of expenses
(received)
1. Network 18 30,574,152 - - - - -
(136,346,125) - - - - -
2. Newswire - 2,790,280 - - - -
- (2,184,514) - - - -
3. E-18 - 2,100,429 - - - -
- (3,390,814) - - - -
4. Web 18 - 54,406,253 - - - -
- (64,501,009) - - - -
5. Infomedia - 26,365,703 - - - -
18
- (9,200,000) - - - -
6. Setpro - - 1,020,933 - - -
- - (712,037) - - -
7. TV18 HSN - - 12,360,327 - - -
- - (13,405,893) - - -
8. IBN - - - 158,403,726 - -
- - (127,480,663) (25,496,133) - -
9. SGA-N - - - - - -
- - - - (27,275,741) -
10. IBN - - - - 25,424,220 -
Lokmat
- - - - (22,562,452) -
11. Greycells - - - - 3,970,702 -
- - - - (4,048,592) -
12. Digital18 - - - - 29,857,083 -
- - - - (1,797,045) -

65
Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key


Company Subsidiaries # Ventures** Significant Influ- Management/
ence @ Relativesof Key
Management
  Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
13. Others - 250,949 - - 493,614 -
- (502,471) - (3,502,848) (1,966,166) -
Total 30,574,152 85,913,614 13,381,260 158,403,726 59,745,619 -
(136,346,125) (79,778,808) (141,598,593) (28,998,981) (57,649,996) -
Reimburse-
ment of ex-
penses (paid)
1. Network 18 73,335,830 - - - - -
(85,892,358) - - - - -
2. Newswire - - - - - -
- (1,141,740) - - - -
3. E-18 - 7,783,013 - - - -
- (18,901,699) - - - -
4 Web 18 - 10,798,315 - - - -
- (10,784,380) - - - -
5 TECCL - 1,052,659 - - - -
- (3,757,847) - - - -
6. TV18 HSN - - 200,505 - - -
- - (6,673) - - -
7. IBN - - - 64,475,004 - -
- - (138,067,563) (27,613,513) - -
8. SGA-N - - - - - -
- - - - (1,352,197) -
9. IBN Lokmat - - - - 404,800 -
- - - - (126,367) -
10. Viacom - - - - 781,426 -
- - - - - -
11. Digital18 - - - - 375,000 -
- - - - - -
12. Setpro - - 333,000 - - -
- - - - - -
13. Others - - - - - -
- - - (28,777) (56,104) -
Total 73,335,830 19,633,987 533,505 64,475,004 1,561,226 -
(85,892,358) (34,585,666) (138,074,236) (27,642,290) (1,534,668) -
Expenditure
for services
received
1. Network 18 31,866,014 - - - - -
(14,194,787) - - - - -
2. E-18 - 12,583,179 - - - -
- (36,330,670) - - - -

66
Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key


Company Subsidiaries # Ventures** Significant Influ- Management/
ence @ Relativesof Key
Management
  Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
3. Web 18 - 1,127,974 - - - -
- (7,902,896) - - - -
4. TEML - 5,691,300 - - - -
- (7,339,253) - - - -
5. TV 18 UK - 7,540,004 - - - -
- (11,215,031) - - - -
6. Infomedia - 10,195,877 - - - -
18
- (450,000) - - - -
7. Setpro - - 517,413,346 - - -
- - (298,471,687) - - -
8. IBN - - - 4,450,667 - -
- - (10,464,663) (2,092,933) - -
9. Viacom - - - - 1,546,585 -
- - - - (3,763,527) -
10. Raghav - - - - - -
Bahl
- - - - - (213,777)
11. Ritu Kapur - - - - - 2,016,583
- - - - - (1,886,327)
12. Sanjay Ray - - - - - 4,632,658
Chaudhuri
- - - - - (4,701,777)
13. Haresh - - - - - 4,199,634
Chawla
- - - - - (8,844,600)
14. Janhavi - - - - - 1,438,800
Chawla
- - - - - (1,438,800)
15. C 18 Media - - - - - -
- - - - (6,123,020) -
16. Tangerine - - - - - -
- - - - (5,500,000) -
17. Digital18 - - - - 7,500,692 -
- - - - - -
18. N18 PPL - - - - 3,654,000 -
- - - - - -
19. Newswire - 5,529,477 - - - -
- (5,446,366) - - - -
20. Others - - 207,355 - - -
- - (197,340) - - -
Total 31,866,014 42,667,811 517,620,701 4,450,667 12,701,277 12,287,675
(14,194,787) (68,684,216) (309,133,690) (2,092,933) (15,386,547) (17,085,281)

67
Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key


Company Subsidiaries # Ventures** Significant Influ- Management/
ence @ Relativesof Key
Management
  Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
Dividend paid
1. Network 18 - - - - - -
(40,881,830) - - - - -
Total - - - - - -
(40,881,830) - - - - -
Loans/ad-
vances given
during the year
1. Network 18 - - - - - -
(36,000,000) - - - - -
2. Web 18 - 59,161,561 - - - -
- (546,120,000) - - - -
3. Infomedia - 180,000,000 - - - -
18
- (405,000,000) - - - -
4. Jagran - - - - - -
- - - (11,100,000) - -
5. N18 PPL - - - - - -
- - - - (10,000,000) -
6. RVT - 2,284,700,000 - - - -
- - - - - -
7. Others - 109,079,708 - - - -
- (75,200,000) - - (1,000,000) -
Total - 2,632,941,269 - - - -
(36,000,000) (1,026,320,000) - (11,100,000) (11,000,000) -
Loans/advanc-
es received
back/ settled
during the year
1. N18 PPL - - - - 3,800,000 -
- - - - (3,400,000) -
2. Viacom - - - - - -
- - - (26,010,657) - -
3. Infomedia 18 - 405,000,000 - - - -
- - - - - -
4. Network 18 36,000,000 - - - - -
- - - - - -
5. Web 18 - 454,925,598 - - - -
- - - - - -
6. Jagran - - - 2,784,208 - -
- - - - - -
7. RVT - 1,923,100,000 - - - -

68
Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key


Company Subsidiaries # Ventures** Significant Influ- Management/
ence @ Relativesof Key
Management
  Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
8. Others - 23,968,750 - - - -
- - - - - -
Total 36,000,000 2,806,994,348 - 2,784,208 3,800,000 -
- - - (26,010,657) (3,400,000) -
Investments
made in equity
shares during
the year
1. I-Ven - - - - - -
- (1,778,548,770) - - - -
2. Infomedia - - - - -
18 (also see 2,291,034,383
note 9.b and
9.c
- (170,860,647) - - - -
3. Jagran - - - - - -
- - - (10,000,000) - -
4. VT Invest- - - - - - -
ments
- - - - (36,000) -
Total - 2,291,034,383 - - - -
- (1,949,409,417) - (10,000,000) (36,000) -
Investments
made in
preference
shares during
the year
1. TEMIL - 414,462,500 - - - -
- - - - - -
2. VT Invest- - - - - - -
ments
- - - - (290,000,000) -
Total - 414,462,500 - - - -
- - - - (290,000,000) -
Investments
made in units
of MVCT dur-
ing the year
1. MVCT - - - - 239,400,000 -
- - - - (1,607,800,000) -
2. N 18 Trust - - - - - -
- - - - (270,000,000) -
Total - - - - 239,400,000 -
- - - - (1,877,800,000) -
Sale of invest-
ments during
the year to

69
Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key


Company Subsidiaries # Ventures** Significant Influ- Management/
ence @ Relativesof Key
Management
  Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
1. E-18 - - - - - -
- (28,053,596) - - - -
2. VT Holdings - - - - - -
- - - - (470,039,500) -
Total - - - - - -
- (28,053,596) - - (470,039,500) -
Sale of equity
shares during
the year of
1. Mobile NXT - - - - - -
Online
- (28,813,500) - - - -
2. Mobilenxt - - - - - -
Tele
- - - (151,190,000) - -
3. VT Invest- - - - - - -
ments
- - - - (36,000) -
Total - - - - - -
- (28,813,500) - (151,190,000) (36,000) -
Equity shares
extinguished
(see note 9.c)
1. I-Ven - 1,778,548,770 - - - -
- - - - - -
Total - 1,778,548,770 - - - -
- - - - - -
Sale of
preference
shares during
the year of
1. VT Invest- - - - - - -
ments
- - - - (290,000,000) -
Total - - - - - -
- - - - (290,000,000) -
Equity warrants
converted
during the year
(Including share
premium)
1. N-18 - - - - - -
Holding
- - (39,800,000) - - -
Total - - - - - -
- - (39,800,000) - - -

70
Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key


Company Subsidiaries # Ventures** Significant Influ- Management/
ence @ Relativesof Key
Management
  Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
Warrant appli-
cation money
written off dur-
ing the year
1. Infomedia - - - - - -
18
- (118,500,000) - - - -
Total - - - - - -
- (118,500,000) - - - -
Share/
debenture
application
money paid
during the year
1. Infomedia - 512,485,613 - - - -
18
- (405,000,000) - - - -
2. TEMIL - 231,412,500 - - - -
- (400,000,000) - - - -
3. RVT - - - - - -
- (1,530,800,000) - - - -
4. VT - - - - - -
Investments
- - - - (54,000,000) -
5. N-18 - - - - - -
Holding
- - (1,685,000,000) - - -
Total - 743,898,113 - - - -
- (2,335,800,000) (1,685,000,000) - (54,000,000) -
Share application
money-refunded
during the year
1. TEMIL - - - - - -
- (216,950,000) - - - -
2. N-18 - - 2,263,000 - - -
Holding
- - (1,685,000,000) - - -
3. VT - - - - - -
Investment
- - - - (54,000,000) -
Total - - 2,263,000 - - -
- (216,950,000) (1,685,000,000) - (54,000,000) -
Payments
made on
redemption of
debentures
during the year

71
Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key


Company Subsidiaries # Ventures** Significant Influ- Management/
ence @ Relativesof Key
Management
  Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
1. Network 18 - - - - - -
(4,827,823) - - - - -
Total - - - - - -
(4,827,823) - - - - -
Share
application
money
converted to
loan during
the year
1. Infomedia
18 - - - - - -
1. I - (405,000,000) - - - -
Total - - - - - -
- (405,000,000) - - - -
Debentures
alloted during
the year
1. RVT - 1,530,800,000 - - - -
- - - - - -
Total - 1,530,800,000 - - - -
- - - - - -
Equity warrant
application-
money
refunded /
(received)
1. N-18 Hold- - - - - - -
ing
- (1,791,000,000) - - - -
Total - - - - - -
- (1,791,000,000) - - - -
(ii) Balances at
the year end
Debtors
outstanding at
the year end
1. Network 18 6,943,958 - - - - -
(13,038,941) - - - - -
2. TEML - 218,672,216 - - - -
- (221,291,000) - - - -
3. E-18 - 5,765,886 - - - -
- (43,455,841) - - - -
4. Infomedia 18 - 141,347,408 - - - -
- (58,591,739) - - - -
5. TV18 HSN - - 13,545,052 - - -
- - (67,862,850) - - -

72
Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key


Company Subsidiaries # Ventures** Significant Influ- Management/
ence @ Relativesof Key
Management
  Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
6. Viacom - - - - 33,076,314 -
- - - - (50,015,209) -
7. IBN Lokmat - - - - 12,379,133 -
- - - - (15,074,972) -
8. Greycells - - - - 27,095,243 -
- - - - (19,324,297) -
9. N18 PPL - - - - 13,373,316 -
- - - - (8,409,816) -
10. IBN - - 11,461,866 - - -
- - - - - -
11. Digital 18 - - - - 44,644,776 -
- - - - - -
12. Others - 3,884,247 - - - -
- (11,951,588) - - - -
Total 6,943,958 369,669,757 25,006,918 - 130,568,782 -
(13,038,941) (335,290,168) (67,862,850) - (92,824,294) -
Loans /ad-
vances at the
year end
1. Network 18 - - - - - -
(210,042,800) - - - - -
2. TEML - 48,766,771 - - - -
- (49,977,967) - - - -
3. iNews - 5,819,963 - - - -
- (4,783,373) - - - -
4. Newswire - 131,987,062 - - - -
- (59,559,389) - - - -
5. TECCL - 65,586,587 - - - -
- (54,623,931) - - - -
6. Web 18 - 639,699,401 - - - -
- (934,804,122) - - - -
7. Infomedia - 245,402,531 - - - -
18
- (414,525,103) - - - -
8. TV18 HSN - - 1,586,418 - - -
- - (374,224) - - -
9. IBN - - - 27,186,108 - -
- - - (49,443,085) - -
10. RVT - 362,687,450 - - - -
- - - - - -
11. Jagran - - - 8,315,792 - -

73
Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key


Company Subsidiaries # Ventures** Significant Influ- Management/
ence @ Relativesof Key
Management
  Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
- - - (8,303,629) - -
12. N18 PPL - - - - 13,437,532 -
- - - - (13,137,532) -
13. SGA-N - - - - 46,197,417 -
- - - - (41,771,890) -
14. IBN - - - - 7,466,968 -
Lokmat
- - - - (27,897,644) -
15. Digital 18 - - - - 11,107,195 -
- - - - - -
16. Others - 67,855,851 7,913 - 7,248,059 -
- (177,184) - - (10,118,379) -

Total - 1,567,805,616 1,594,331 35,501,900 85,457,171 -


(210,042,800) (1,518,451,069) (374,224) (57,746,714) (92,925,445) -
Creditors/
Advances
outstanding at
the year end
1. TEML - 50,345,235 - - - -
- (50,345,235) - - - -
2. E-18 - 1,106,993 - - - -
- (21,994,199) - - - -
3. TV18 UK - 2,854,267 - - - -
- - - - - -
4. Setpro - - 76,316,293 - - -
- - (25,063,411) - - -
5. Viacom - - - - 219,862 -
- - - - (6,409,611) -
6. IBN - - - 1,553,108 - -
- - - - - -
7. Network 18 12,466,504 - - - - -
- - - - - -
8. Infomedia 18 - 4,538,870 - - - -
- - - - - -
9. Web 18 - 4,299,686 - - - -
- - - - - -

10. N18 PPL - - - - 2,554,000 -


- - - - - -
11. Others - 7,042 - - 18,200 -
- - - - - -
Total 12,466,504 63,152,093 76,316,293 1,553,108 2,792,062 -

74
Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key


Company Subsidiaries # Ventures** Significant Influ- Management/
ence @ Relativesof Key
Management
  Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
- (72,339,434) (25,063,411) - (6,409,611) -
Application
money paid for
equity/ prefer-
ence shares/
debentures
as at the year
end
1. TEMIL - - - - - -
- (183,050,000) - - - -
2. RVT - - - - - -
- (1,530,800,000) - - - -
3. NHL - - - - - -
- - (2,263,000) - - -
Total - - - - - -
- (1,713,850,000) (2,263,000) - - -
Application
money paid for
units as at the
year end
1. MVCT - - - - - -
- - - - (50,000) -
Total - - - - - -
- - - - (50,000) -
Corporate
guarantees
(given for/to)
1. BKH - - - - - -
- (4,330,750,000) - - - -
2. Capital 18 - - - - - -
- - - - - -
3. Viacom - - - - - -
- - - - (439,200,000) -

Total - - - - - -
- (4,330,750,000) - - (439,200,000) -
Corporate
guarantees
(given by)
1. Network 18 - - - - - -
(3,300,000,000) - - - - -
2. N-18 - - 1,000,000,000 - - -
Holding
- - -- - - -

75
Television Eighteen India Limited

Particulars Holding Subsidiaries * Fellow Associates/Joint Entities Under Key


Company Subsidiaries # Ventures** Significant Influ- Management/
ence @ Relativesof Key
Management
  Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
Total - - 1,000,000,000 - - -
(3,300,000,000) - - - - -
Total corporate
guarantees as
at the year end
(given for/to)
1. IBN - - - 320,000,000 - -
- - - (320,000,000) - -
2. Capital 18 - - - - -
1,128,500,000
- (1,273,750,000) - - - -
3. BKH - 3,836,900,000 - - - -
- (4,330,750,000) - - - -
4. Viacom - - - - 1,805,600,000 -
- - - - (2,038,000,000) -
Total - 4,965,400,000 - 320,000,000 1,805,600,000 -
- (5,604,500,000) - (320,000,000) (2,038,000,000) -
Total corporate
guarantees as
at the year end
(given by)
1. Network 18 3,800,000,000 - - - - -
(4,800,000,000) - - - - -
2. N-18 - - 2,000,000,000 - - -
Holding
- - (2,000,000,000) - - -
Total 3,800,000,000 - 2,000,000,000 - - -
(4,800,000,000) - (2,000,000,000) - - -

Notes:
1. Figures in brackets indicate amounts pertaining to the previous year ended 31 March, 2009.
* Includes step down subsidiaries
# Includes subsidiary of fellow subsidiary
@ Includes entities over which key managerial person and their relatives exercise significant influence.
** Includes joint ventures of step down subsidiaries.
23. During the year ended 31 March, 2010, the stake of RVT Investments Private Limited, a wholly owned subsidiary of Television Eighteen
India Limited, in the paid up capital of its associate ibn18 Broadcast Limited (IBN) (formerly Global Broadcast News Limited, further
increased to 21.17% (previous year – 20.07%) of the paid up capital of the ibn18 Broadcast Limited (IBN), a listed company.
24. Pursuant to the Scheme of Arrangement between the Company, SGA News Limited and Network 18 Fincap Private Limited (now known
as ‘Network18 Media & Investments Limited’) as approved by the Hon’ble High Court of Delhi in 2006, shares of Network18 Media &
Investments Limited (formerly Network 18 Fincap Private Limited) held by the promoter were transferred to the trust for the benefit of
the Company. Other income for the year ended 31 March, 2010 includes Rs. 217.4 million (previous year Rs. 578 million) relating to
distribution of surplus from the trust.
25. a. Utilisation of preferential issue proceeds
The Company has utilised the gross issue proceeds on issue of 5,000,000 equity shares of Rs. 5 each at a premium of Rs. 791 per
share in the following manner:
Particulars Year ended Year ended
31.03.2010 31.03.2009
(Rs.) (Rs.)
i. Preferential issue proceeds - 1,201,558,345

76
Television Eighteen India Limited

Particulars Year ended Year ended


31.03.2010 31.03.2009
(Rs.) (Rs.)
ii. Less: Utilised for expanding business through strategic - 1,201,558,345
acquisition and alliances i.e. long term investments
iii. Closing balance of unutilised proceeds - -
iv. Unutilised preferential issue proceeds invested in mutual funds - -

b. Utilisation of Right Issue Proceeds


The Company had utilised the gross issue proceeds received during the year ended 31 March, 2010 on issue of 60,007,121 equity
shares of Rs. 5 each at a premium of Rs. 79 per share in the following manner:
Particulars Year ended
31.03.2010
(Rs.)
i. Rights Issue proceeds* 4,943,931,408
ii. Less: Utilised for expanding business through strategic acquisition and alli- 800,000,000
ances i.e. long term investments
iii. Repayment of term loan 750,000,000
iv. Right issue expenses 162,958,402
v. Closing balance of unutilized proceeds as at the year end 3,230,973,006
vi. Details of Unutlised proceeds are given below:
-Investments in mutual funds 2,085,973,038
- Balance in current accounts 1,144,999,968
3,230,973,006
* Includes Rs. 4,465,819 refundable as at the year end.
26. Foreign Currency Exposure and Derivative Contract
The Company’s foreign currency exposure not hedged by a derivative instrument or otherwise as on 31 March, 2010 is as follows:
Currency Payables Rupee equivalent Receivables Rupee equivalent
(Rs.) (Rs.)
USD 4,373,524 197,420,868 5,994,957 270,612,357
GBP 43,759 2,977,015 550 37,418
EURO 1,772 107,312 - -

27. Segmental reporting


The Company is engaged in the media business and operations include production and telecast of business news and operations.
Secondary segmental reporting is performed on the basis of the geographical location of customers. The Company provides services
overseas primarily in Mauritius, United Kingdom, Singapore and others.
Geographical revenues are segregated based on the location of the customer who is invoiced or in relation to which the revenue is
otherwise recognised.
(Amounts in Rupees)

Details Within India Overseas Total


Mauritius Others
Segment revenue 3,360,128,608* - 39,809,934 3,399,938,542
(3,489,950,323)* (602,579,876) (104,028,395) (4,196,558,594)
Segment assets 19,193,912,903 2,18,672,216 51,977,559 19,464,562,678
(15,238,740,607) (271,268,967) (142,661,581) (15,652,671,155)
Additions to fixed assets 28,678,352 - - 28,678,352
(230,494,829) - - (230,494,829)

* excludes prior period revenue of Rs. 8.56 million (previous year Rs. 16.27 million).

28. Disclosures as per Micro, Medium and Small Enterprises Development Act, 2006 (MSMED)
Based on the information available with the Company, the balance due to micro and small enterprises as defined under the MSMED
Act, 2006 is Rs. Nil (Previous year Rs. Nil) and no interest has been paid or is payable under the terms of the MSMED Act, 2006.
29. Obligation on long term, non-cancellable operating leases
The Company has taken various residential/ commercial premises under cancellable/non cancellable operating leases. The cancellable

77
Television Eighteen India Limited

lease agreements are normally renewed on expiry. Rent amounting to Rs. 76,775,394 (Previous year Rs. 75,409,359) has been debited
to the profit and loss account during the year. The future minimum lease payments under these operating leases are as follows:
(Amounts in Rupees)
Particulars As at As at
31.03.2010 31.03.2009
Not later than one year 114,316,662 111,742,455
Later than one year but not later than five years 224,926,782 300,921,633
More than five years 15,141,548 58,922,451

30. During the previous years the Company had entered into transactions of income and expenditure aggregating to Rs. 47,803,131
and Rs. 12,399,403 respectively with companies listed in the register maintained under Section 301 of the Companies Act, 1956.
The Company had made an application to the Central Government for compounding of defaults in respect of obtaining prior Central
Government approval of these transactions as per the requirements of section 297 of the Companies Act, 1956. The compounding
order from the Company Law Board was subsequently received on 6 October, 2009.

31. Interest in Joint Venture


The Company’s interest in jointly controlled entities is:
Name Country of Incorporation Percentage of ownership Percentage of ownership
interest as at 31.03.2010 interest as at 31.03.2009
Jagran 18 Publication Limited India 50% 50%
(Jagran)

The Company’s interest in this Joint Venture is reported as Unquoted Long Term Investment (Schedule 7) and stated at cost less
provision for diminution other than temporary, if any, in the value of such investment. The Company’s share of each of the assets,
liabilities, income and expenses, etc. (each without elimination of the effect of transactions between the Company and the Joint Venture)
related to its interest in this joint venture is:
Particulars As at As at
31.03.2010 31.03.2009
(Rs.) (Rs.)
A. Assets
Fixed assets 329,668 403,973
Current Assets, Loans and Advances:
- Cash and bank balance 294 43,697
- Account receivable 900,000 900,000
- Loans and advances 10,214 1,336,036
Profit and loss account (Debit balance) 17,286,928 15,824,973
B. Liabilities
Current liabilities and provisions 51,817 39,472
Unsecured loans 8,225,288 8,219,207
C. Expenditure
Preoperative /Preliminary expenses written off 1,461,955 14,651,923
D. Other Matters
Capital commitments Nil Nil

32. Previous year’s figures have been regrouped /reclassified, wherever necessary to conform to the current year’s presentation.

As per our report of even date attached

For DELOITTE HASKINS & SELLS For and on behalf of the Board
Chartered Accountants
RAGHAV BAHL SANJAY RAY CHAUDHURI
Managing Director Whole Time Director

ALKA CHADHA R.D.S. BAWA ANIL SRIVASTAVA


Partner Chief Financial Officer Senior VP - Corporate Affairs
(Membership No. 93474) & Company Secretary
Noida Noida
28 May, 2010 28 May, 2010

78
Television Eighteen India Limited

(Currency : Indian Rupees in Thousands)


Additional Information pursuant to Part IV of Schedule VI to the Companies Act, 1956 ,of India
Balance Sheet Abstract & Company’s General Business Profile :

I. Registration Details

Registration No. 5 5 3 5 1 State code 5 5

Balance sheet Date : 3 1 0 3 2 0 1 0


Date Month Year
II. Capital Raised During the year

Public Issue Right Issue


N I L 2 9 4 0 1 6
Bonus Issue Private Placement
     N I L N I L
Equity Warrants Others
N I L 6 7 5 9

III. Position of Mobilisation and Deployment of Funds


Total Liabilities (including Shareholders’ Funds) Total Assets
1 8 0 5 4 3 8 4 1 8 0 5 4 3 8 4
Sources of Funds
Paid up Capital Reserves & Surplus
9 0 0 8 4 6 8 9 1 0 5 1 1
Secured Loan Unsecured Loan
2 3 7 3 8 5 4 5 7 2 0 9 5 0
ESOP outstanding
1 4 8 2 2 2
Application of Funds
Net Fixed Assets Investment
7 3 1 0 7 3 1 2 1 9 8 9 3 3
Net Current Assets Miscellaneous Expenditure
5 0 4 9 8 1 8 N I L

Deferred Tax Assets
7 4 5 6 0

IV. Performance of Company\


Turnover Total Expenditure
3 3 9 9 9 3 8 3 6 7 4 3 6 3
Prior Period Adjustment Profit/Loss Before Tax
(+) 2 3 1 (-) 2 7 4 1 9 3
Profit/Loss After Tax
(-) 3 2 4 7 5 5
Dividend Rate % Earning per Share
N I L (+) 2 . 4 5

V. Generic Names of Three Principal Product/Services of the Company (as per monetary term)
The Company is engaged in broadcasting services for which no item code has been prescribed.

For and on behalf of the Board
RAGHAV BAHL SANJAY RAY CHAUDHURI
Managing Director Whole Time Director
Noida R.D.S. BAWA ANIL SRIVASTAVA
28 May, 2010 Chief Financial Officer Senior VP - Corporate Affairs
& Company Secretary

79
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

AUDITORS’ REPORT

TO THE BOARD OF DIRECTORS OF


TELEVISION EIGHTEEN INDIA LIMITED

1. We have audited the attached Consolidated Balance Sheet statements have been audited by other auditors whose reports
of Television Eighteen India Limited (“the Company”), its have been furnished to us and our opinion in so far as it relates
subsidiaries and jointly controlled entities (the Company, to the amounts included in respect of these subsidiaries and
its subsidiaries and jointly controlled entities constitute “the joint ventures is based solely on the reports of other auditors.
Group”) as at 31 March, 2010, the Consolidated Profit and Loss
4. We report that the Consolidated Financial Statements have
Account and the Consolidated Cash Flow Statement of the
been prepared by the Company in accordance with the
Group for the year ended on that date, both annexed thereto.
requirements of Accounting Standard 21 (Consolidated
The Consolidated Financial Statements include investments in
Financial Statements), Accounting Standard 23 (Accounting
an associate accounted on the equity method in accordance
for Investments in Associates in Consolidated Financial
with Accounting Standard 23 (Accounting for Investments
Statements) and Accounting Standard 27 (Financial Reporting
in Associates in Consolidated Financial Statements) and
of Interests in Joint Ventures) as notified under the Companies
the jointly controlled entities accounted in accordance with
(Accounting Standards) Rules, 2006.
Accounting Standard 27 (Financial Reporting of Interests in
Joint Ventures) as notified under the Companies (Accounting 5. Based on our audit and on consideration of the separate
Standards) Rules, 2006. These financial statements are the audit reports on the individual financial statements of the
responsibility of the Company’s Management and have been Company, and the aforesaid subsidiaries, joint ventures and
prepared on the basis of the separate financial statements and associate, and to the best of our information and according to
other information regarding components. Our responsibility the explanations given to us, in our opinion, the Consolidated
is to express an opinion on these Consolidated Financial Financial Statements give a true and fair view in conformity
Statements based on our audit. with the accounting principles generally accepted in India:

2. We conducted our audit in accordance with the auditing i. in the case of the Consolidated Balance Sheet, of the
standards generally accepted in India. Those Standards state of affairs of the Group as at 31 March, 2010;
require that we plan and perform the audit to obtain reasonable ii. in the case of the Consolidated Profit and Loss Account,
assurance about whether the financial statements are free of of the loss of the Group for the year ended on that date;
material misstatements. An audit includes examining, on a test and
basis, evidence supporting the amounts and the disclosures in
the financial statements. An audit also includes assessing the iii. in the case of the Consolidated Cash Flow Statement, of
accounting principles used and the significant estimates made the cash flows of the Group for the year ended on that
by the Management, as well as evaluating the overall financial date.
statement presentation. We believe that our audit provides a
reasonable basis for our opinion. For DELOITTE HASKINS & SELLS
Chartered Accountants
3. We did not audit the financial statements of certain subsidiaries,
(Registration No. 015125N)
joint ventures, whose financial statements reflect total assets
of Rs. 7,968,130,750, as at 31 March, 2010, total revenues
ALKA CHADHA
of Rs. 2,220,790,559 and net cash inflows amounting to
Noida Partner
Rs.  137,002,660 for the year ended on that date as considered
28 May, 2010 (Membership No. 93474)
in the Consolidated Financial Statements. These financial

80
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(Consolidated)

CONSOLIDATED BALANCE SHEET AS AT 31 MARCH, 2010


Schedule As at As at
Reference 31.03.2010 31.03.2009
(Rs.) (Rs.)
SOURCES OF FUNDS
1. Shareholders' Funds
a. Share capital 1 900,846,371 600,071,210
b. Employee stock options outstanding 2 162,228,703 223,317,363
c. Reserves and surplus 3 10,070,967,107 5,029,926,269
2. MINORITY INTEREST 310,649,055 28,555,696
3. LOAN FUNDS
a. Secured loans 4 3,019,150,139 3,138,202,997
b. Unsecured loans 5 7,848,514,545 6,643,640,831
4. DEFERRED TAX LIABILITY (see note 22) 9,996,100 36,552,673
22,322,352,020 15,700,267,039
APPLICATION OF FUNDS
5. FIXED ASSETS 6
a. Gross block 4,010,590,565 4,037,708,199
b. Less: Depreciation 2,636,361,848 2,236,418,079
c. Net block 1,374,228,717 1,801,290,120
d. Capital work in progress 14,105,711 6,875,435
1,388,334,428 1,808,165,555
6. GOODWILL ON CONSOLIDATION 4,870,780,178 4,096,608,315
7. INVESTMENTS 7 8,103,070,862 5,880,131,447
8. DEFERRED TAX ASSETS (see note 22) 88,641,066 142,089,113
9. CURRENT ASSETS, LOANS AND ADVANCES 8
a. Inventories 69,618,653 86,298,467
b. Sundry debtors 1,831,845,486 1,659,851,598
c. Unbilled revenues 75,887,843 37,400,000
d. Cash and bank balances 2,653,057,403 1,636,477,570
e. Loans and advances 4,099,319,962 1,944,989,035
8,729,729,347 5,365,016,670
10. LESS: CURRENT LIABILITIES AND PROVISIONS 9
a. Current liabilities 2,560,931,972 2,787,945,277
b. Provisions 125,082,893 136,718,810
2,686,014,865 2,924,664,087
11. NET CURRENT ASSETS 6,043,714,482 2,440,352,583
12. MISCELLANEOUS EXPENDITURE
(To the extent not written off or adjusted) 10 45,526,172 121,616,929
13. PROFIT AND LOSS ACCOUNT (Debit balance) 1,782,284,832 1,211,303,097
22,322,352,020 15,700,267,039
Notes forming part of the accounts 17
The above schedules form an integral part of the Balance Sheet
As per our report of even date attached
For DELOITTE HASKINS & SELLS For and on behalf of the Board
Chartered Accountants
ALKA CHADHA RAGHAV BAHL SANJAY RAY CHAUDHURI
Partner Managing Director Whole Time Director
(Membership No. 93474)
R.D.S. BAWA ANIL SRIVASTAVA
Noida Chief Financial Officer Senior VP - Corporate Affairs
28 May, 2010 Noida & Company Secretary
28 May, 2010
81
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(Consolidated)

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 MARCH, 2010
Schedule Year ended Year ended
Reference 31.03.2010 31.03.2009
(Rs.) (Rs.)
1. INCOME
a. Income from operations 11 5,198,089,279 4,848,954,396
b. Other income 12 767,362,590 1,112,463,030
5,965,451,869 5,961,417,426
2. EXPENDITURE
a. Materials consumed 13 263,636,819 305,681,911
b. Production, administrative and other costs 14 3,396,529,888 3,904,466,538
c. Personnel expenses 15 1,695,879,146 1,927,716,964
d. Interest and other financial charges 16 1,231,979,091 1,091,057,514
e. Interest for acquisition of long term investment (see note 8) — 98,659,085
f. Depreciation 486,265,339 481,351,371
7,074,290,283 7,808,933,383
3. Profit/ (Loss) before tax and prior period adjustments (1,108,838,414) (1,847,515,957)
Prior period adjustments (net) (see note 29) (5,505,176) (16,977,554)
Profit/ (Loss) before taxation (1,114,343,590) (1,864,493,511)
4. Provision for taxes
a. Current income tax [net of MAT credit entitlement Rs. 8,124,661 21,076,912 32,324,418
(Previous year Rs. 19,938,482 relating to earlier years) and excess
provision written back Rs. Nil (Previous year Rs. 34,636,486)]
b. Deferred tax 47,012,888 (145,789,657)
c. Fringe benefit tax 147,179 27,043,173
d. Wealth tax 147,374 147,914
68,384,353 (86,274,152)
5. Profit/ (Loss) for the year before minority interest (1,182,727,943) (1,778,219,359)
and share in loss of associates
a. Minority shareholders interest- loss/(profit) 242,589,118 185,393,089
b. Share in loss of associates (231,929,502) (70,814,230)
6. Profit/ (Loss) for the year (1,172,068,327) (1,663,640,500)
a. Profit and Loss account balance of I-Ven Interactive 134,543,042 —
Limited transferred as per Scheme of Arrangement (see note 35)
b. Amount adjusted as per Scheme of Arrangement (see note 35) (104,269,847) —
7. Profit and loss account balance brought forward (1,211,303,097) 206,142,697
(2,353,098,229) (1,457,497,803)
8. APPROPRIATIONS
a. Transferred to debenture redemption reserve — 14,552,622
b. Transferred from debenture redemption reserve — (114,015,476)
c. Tax on proposed/ interim dividend 7,647,750 —
d. Short provision of earlier year's proposed dividend and tax thereon — 130,157
relating to a subsidiary acquired during the year
e. Adjustment on account of minority interest (578,461,147) (146,862,009)
Balance carried to the Balance Sheet (1,782,284,832) (1,211,303,097)
Earnings/ (Loss) per equity share (see note 16)
(Face value of Rs. 5 per share)
Basic (8.85) (13.89)
Diluted (8.85) (13.89)
Notes forming part of the accounts 17
The above schedules form an integral part of the Profit and Loss account

As per our report of even date attached


For DELOITTE HASKINS & SELLS For and on behalf of the Board
Chartered Accountants
ALKA CHADHA RAGHAV BAHL SANJAY RAY CHAUDHURI
Partner Managing Director Whole Time Director
(Membership No. 93474)
R.D.S. BAWA ANIL SRIVASTAVA
Noida Chief Financial Officer Senior VP - Corporate Affairs
28 May, 2010 Noida & Company Secretary
28 May, 2010

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(Consolidated)
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH, 2010
Year Ended Year Ended
31.03.2010 31.03.2009
(Rs.) (Rs.)
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit/(Loss) before tax (1,114,343,590) (1,864,493,511)
Adjustments for :
Depreciation 486,265,339 481,351,371
Loss on sale/disposal of assets 20,616,348 392,225
Loss on disposal of investments 11,072,579 —
Preliminary expenses written off 3,269,075 2,842,875
Employee stock compensation expenses 37,910,925 64,000,936
Interest and other financial charges 1,231,979,091 1,091,057,514
Interest for acquisition of long term investment — 98,659,085
Bad debts written off/ provision for doubtful debts 108,939,397 694,430,317
Provision for doubtful advances 36,792,853 —
Loss on exchange rate fluctuation (net) 98,035,227 352,615,751
Dividend on current investments (372,718) (87,515,945)
Dividend on long term investments (387,154) (687,154)
Profit on sale of current investments (35,040,830) (68,489,345)
Profit on sale of long term investments — (31,553,284)
Excess provisions written back (234,091,600) (41,554,814)
Dividend from units in venture capital trust (long term investment) — (95,000,000)
Share in surplus of trust (217,400,000) (578,000,000)
Interest income (185,071,713) (131,451,827)
Prior period adjustments (net) (5,505,176) (16,977,554)
Operating profit before working capital changes 242,668,053 (130,373,360)
Adjustments for :
Decrease/(Increase) in current assets (2,107,048,769) (1,086,333,566)
Increase/(Decrease) in current liabilities 878,964,673 1,094,698,797
Cash generated from/ (used in) operations (985,416,043) (122,008,129)
Tax on operational income (including fringe benefit tax) (175,026,042) (343,273,469)
Prior period adjustments (net) 5,505,176 16,977,554
Net cash from/ (used in) operating activities (1,154,936,909) (448,304,044)
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of fixed assets (including capital advances) (121,372,572) (512,677,205)
Additions to assets on acquisition of subsidiary — (319,292,284)
Sale of assets 9,106,569 69,022,180
Sale of long term investments:
- in associates — 170,285,835
- in other companies — 312,183,500
Sale of current investments:
- in mutual funds 8,803,646,116 19,452,027,092
Purchase of current investments:
- in mutual funds (10,995,384,744) (14,371,775,596)
Purchase of long term investments:
- in venture capital trust (239,350,000) (1,877,800,000)
- in other companies — (2,562,482,621)
Application money paid
- shares (355,363,788) —
- units — (50,000)
Interest received 197,160,111 122,788,968
Dividend received on current investments 372,718 87,515,945
Share in surplus of venture capital trust - long term investment — 95,000,000
Dividend received on long term investments 387,154 687,154
Share in surplus of trust 217,400,000 578,000,000
Increase in goodwill (774,171,863) (2,740,752,578)
Foreign exchange translation adjustment (arising on consolidation) (59,837,397) 183,935,243
Net cash from/ (used in) investing activities (3,317,407,696) (1,313,384,367)
C. CASH FLOW FROM FINANCING ACTIVITIES
Dividend paid (including dividend distrubution tax) — (104,914,948)
Interest paid (1,265,113,731) (1,088,154,878)
Interest for acquisition of long term investment — (155,878,678)
Proceeds from issue of equity shares (net) 5,832,330,931 629,490,291
Redemption of Zero coupon secured partly convertible debentures — (80,043,901)
Share issue expenses (143,630,306) (91,393,168)
Equity warrants issued and subscribed/ application money — —
Equity warrants refundable application money received/ (paid) — (1,767,300,000)
Proceeds / (Repayment) of secured loans (119,052,858) 1,688,581,480
Proceeds of unsecured loans 1,204,873,714 2,699,849,217
Net cash from/ (used in) financing activities 5,509,407,750 1,730,235,415
Effect of exchange differences on translation of foreign currency cash and cash equivalents (20,483,312) (60,881,849)
Net increase/ (decrease) in cash and cash equivalents 1,016,579,833 (92,334,845)
Cash and cash equivalents as at the beginning of the year 1,636,477,570 1,728,812,415
Cash and cash equivalents as at the end of the year 2,653,057,403 1,636,477,570
Note: Cash and cash equivalents as at 31 March, 2010 include restricted cash 165,673,026 166,888,895

As per our report of even date attached


For DELOITTE HASKINS & SELLS For and on behalf of the Board
Chartered Accountants
ALKA CHADHA RAGHAV BAHL SANJAY RAY CHAUDHURI
Partner Managing Director Whole Time Director
(Membership No. 93474)
R.D.S. BAWA ANIL SRIVASTAVA
Noida Chief Financial Officer Senior VP - Corporate Affairs
28 May, 2010 Noida & Company Secretary
28 May, 2010

83
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India Limited India Limited
(Consolidated)

SCHEDULES FORMING PART OF THE CONSOLIDATED ACCOUNTS


As at As at
31.03.2010 31.03.2009
(Rs.) (Rs.)

SCHEDULE 1
SHARE CAPITAL
(See note 4 and 5)
AUTHORISED:
410,000,000 (Previous year 200,000,000) equity shares of Rs. 5 each 2,050,000,000 1,000,000,000
Nil (Previous year 500,000) preference shares of Rs. 100 each — 50,000,000
2,050,000,000 1,050,000,000
ISSUED, SUBSCRIBED AND PAID UP:
181,373,230 (Previous year 120,014,242) equity shares of Rs. 5 each fully paid up* 906,866,150 600,071,210
Less: Calls in arrears 6,019,779 —
Total paid up share capital 900,846,371 600,071,210
Of the above:
a. 23,113,829 (Previous year 23,113,829) equity shares of Rs. 5 each
have been alloted as fully paid up without payments being received in cash
b. 62,022,906 (Previous year 62,022,906) equity shares of Rs. 5 each
have been alloted as fully paid up as bonus shares by capitalising securities premium
* 84,028,954 (Previous year 53,959,106) equity shares of Rs. 5 each are held by Network18 Media & Investments Limited, the holding company and 5,100,000
(Previous year 5,100,000) equity shares held by network18 India Holdings Private Limited, a wholly owned subsidiary of the Holding company

SCHEDULE 2
EMPLOYEE STOCK OPTIONS OUTSTANDING
a. Employee stock options outstanding 199,610,982 307,149,556
b. Less: Deferred employee compensation 37,382,279 83,832,193
c. Net balance 162,228,703 223,317,363

SCHEDULE 3
RESERVES AND SURPLUS
1. Securities premium
a. Opening balance 4,638,728,653 3,945,252,587
b. Add: Amounts received pursuant to issue of equity shares 5,630,555,356 697,718,205
c. Add: Securities premium of I-Ven Interactive Limited accounted as per 783,540,429 —
Scheme of Arrangement (see note 35)
d. Less: Securities premium utilised as per Scheme of Arrangement (see note 35) 819,413,066 —
e. Less: Adjustment on account of merger of a subsidiary 85,275,479 —
f. Less: Provision for premium on redemption of Zero — 4,242,139
coupon secured partly convertible debentures
g. Less: Minority Interest 352,570,824 —
h. Less: Utilisation for right issue expenses 184,283,644 —
i. Closing balance 9,611,281,425 4,638,728,653
2. General reserve
a. Opening balance 58,825,177 58,825,177
b. Add: Adjustment on account of merger of a subsidiary 1,931,209 —
c. Less : Set off against the I-Ven Interactive Limited Merger
Add: General Reserve of I-Ven Interactive Limited accounted as per 22,655,458 —
Scheme of Arrangement (see note 35)
d. Less : Set off against the I-Ven Interactive Limited Merger
Less: Utilised as per Scheme of Arrangement (see note 35) 24,586,667 —
e. Closing balance 58,825,177 58,825,177
3. Debenture redemption reserve
a. Opening balance — 99,462,854
b. Add: Transfer from Profit and loss account — 14,552,622
c. Less: Transfer to Profit and loss account (see note 13) — 114,015,476
d. Closing balance — —
4. Capital reserve
a. Opening balance 195,020,000 195,020,000
b. Less: Minority interest 73,788,546 —
c. Add: Amount transferred on forfeiture of equity warrants 208,988,041 —
d. Closing balance 330,219,495 195,020,000
5. Exchange translation reserve (arising on consolidation)
a. Opening balance 137,352,439 (46,582,804)
b. Adjustment for the year (59,837,398) 183,935,243
c. Less: Minority interest 6,874,031 —
d. Closing balance 70,641,010 137,352,439
10,070,967,107 5,029,926,269

84
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(Consolidated)

SCHEDULES FORMING PART OF THE ACCOUNTS


As at As at
31.03.2010 31.03.2009
(Rs.) (Rs.)

SCHEDULE 4
SECURED LOANS
a. Loans from banks (see note 14)
i. Cash credit 99,539,883 906,205,430
ii. Term loans 1,530,781,565 1,150,714,286
iii. Working capital demand loan 596,221,100 82,891,944
iv. Other loans 11,328,369 10,388,750
v. Interest accrued and due 4,659,193 2,902,636
b. Term loans from others (see note 14) 776,620,029 985,099,951
3,019,150,139 3,138,202,997

SCHEDULE 5
UNSECURED LOANS
a. Public deposits 1,770,733,557 950,330,693
b. Other loans
i. from banks 2,250,243,818 3,000,000,000
ii. from others 626,044,619 436,660,423
c. Commercial paper
i. from banks — 800,000,000
ii. from others 1,700,000,000 1,450,000,000
d. Book overdraft 1,501,492,551 6,649,715
7,848,514,545 6,643,640,831

SCHEDULE 6
FIXED ASSETS (All amounts in Rupees)
GROS S B L O C K D E P R E C I A T I O N N E T B L O C K
Particulars As at Assets of Additions Sales / As at Accumulated Accumulated For the Impairment Sale/ As at As at As at
01.04.2009 companies during adjustments 31.03.2010 as at depreciation year adjustments 31.03.2010 31.03.2010 31.03.2009
acquired the year 01.04.2009 on assets
during the of companies
year acquired during
the year
(See note c) (See note d)
Tangible
Freehold land 636,200 - - 380,000 256,200 - - - - - - 256,200 636,200
Leasehold land 1,873,125 - - - 1,873,125 749,253 - 31,219 - - 780,472 1,092,653 1,123,872
Leasehold improvements 209,532,906 - 11,610 866,964 208,677,552 96,269,867 - 46,716,427 - 123,062 142,863,232 65,814,320 113,263,039
Building 75,003,436 - 1,315,518 3,772,213 72,546,741 35,812,818 - 4,005,918 332,642 3,772,213 36,379,165 36,167,576 39,190,618
Ownership flats (See note a) 23,741,895 - - - 23,741,895 5,172,289 - 387,052 - - 5,559,341 18,182,554 18,569,606
Plant & machinery 2,796,460,763 - 62,189,402 51,099,371 2,807,550,794 1,619,591,106 - 301,335,366 4,158,656 38,329,920 1,886,755,208 920,795,586 1,176,869,657
Furniture & fixtures 218,375,179 - 16,027,433 40,178,717 194,223,895 107,709,455 - 16,390,566 3,067,859 21,007,887 106,159,993 88,063,902 110,665,724
Vehicles 61,875,876 - 14,484,438 15,715,170 60,645,144 25,770,719 - 6,257,728 - 9,005,701 23,022,746 37,622,398 36,105,157
Intangible
Brand 209,169,310 - 13,269,600 14,525,083 207,913,827 42,287,310 - 40,990,749 - 4,521,237 78,756,822 129,157,005 166,882,000
Goodwill 196,714,831 - 14,426,454 182,288,377 118,507,335 - 39,894,624 - 14,423,501 143,978,458 38,309,919 78,207,496
News archives 20,498,422 - - - 20,498,422 11,275,554 - 973,675 - - 12,249,229 8,249,193 9,222,868
Computer software 223,826,256 - 6,652,087 103,750 230,374,593 173,272,373 - 26,584,809 - - 199,857,182 30,517,411 50,553,883
Total 4,037,708,199 - 113,950,088 141,067,722 4,010,590,565 2,236,418,079 - 483,568,133 7,559,157 91,183,521 2,636,361,848 1,374,228,717 1,801,290,120
Capital work in progress 6,875,435 9,699,082 2,468,806 14,105,711 - - - - - - 14,105,711 6,875,435
Grand total 4,044,583,634 - 123,649,170 143,536,528 4,024,696,276 2,236,418,079 - 483,568,133 7,559,157 91,183,521 2,636,361,848 1,388,334,428 1,808,165,555
Previous year 2,355,525,480 1,256,013,088 637,011,638 203,966,572 4,044,583,634 832,703,281 936,080,804 466,611,582 20,010,941 (18,988,529) 2,236,418,079 1,808,165,555 1,522,822,199

Note:
a) Includes Rs. 3,500 (Previous year Rs. 3,500) being the face value of shares in co-operative housing societies.
b) Additions to fixed assets include foreign exchange translation difference of Rs. 46,425,000 (Previous year Rs. 78,916,180).
c) Depreciation for the year includes adjustments of Rs. 4,861,951 (Previous year Rs. 5,271,152) pertaining to transfer to pre-operative expenses.
d) Adjustments related to accumulated depreciation include foreign exchange translation difference of Rs. 26,263,716 (Previous year Rs. 28,566,263).

85
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(Consolidated)

SCHEDULES FORMING PART OF THE ACCOUNTS


As at As at
31.03.2010 31.03.2009
(Rs.) (Rs.)

SCHEDULE 7
INVESTMENTS
[Other than trade, (see note 8 and 9)]

A. Quoted - Long term in equity shares - at cost


a. of other companies
592,885 (Previous year 592,885) equity shares Rs. 4 each fully 149,999,905 149,999,905
paid up in KSL and Industries Limited
275,000 (Previous year 275,000) equity shares of Rs. 10 each fully 55,000,000 55,000,000
paid up in Refex Refrigerants Limited
500,000 (Previous year 500,000) equity shares of Rs. 2 each fully paid 110,000,000 110,000,000
up in Provogue (India) Limited
38,454,495 (Previous year 35,954,495) equity shares of Rs. 2 each fully 798,775,089
paid up in ibn18 Broadcast Limited
Add: Goodwill (Previous year Rs. 1,264,274,211) 1,264,274,211
Less: Share in loss of associate (see note 9A) (Previous year Rs. 57,156,434) 231,929,502 1,831,119,798 1,750,892,866
Aggregate of quoted - long term investments in equity shares 2,146,119,703 2,065,892,771
B. Quoted - Current investments in units of mutual funds - at lower of cost or fair value
7,166,121 (Previous year Nil) units of Rs. 10 each in Birla Sun Life Mutual Fund 104,694,395 —
3,386,717 (Previous year Nil) units of Rs. 10 each in Deutsche Mutual Fund 48,959,397 —
Nil (Previous year 528,104) units of Rs. 10 each in DSP Merrill Lynch Mutual Fund — 5,297,519
165,479 (Previous year 67,228) units of Rs. 1,000 each in 217,288,392 75,122,515
DSP Merrill Lynch Mutual Fund
3,180,461 (Previous year Nil) units of Rs. 10 each in DWS Mutual Fund 45,697,750 —
16,127,556 (Previous year Nil) units of Rs. 10 each in Fidelity Mutual Fund 190,074,531 —
10,561,084 (Previous year Nil) units of Rs. 10 each in HDFC Mutual Fund 170,252,787 —
Nil (Previous year 98,536) units of Rs. 10 each in Prudential ICICI Mutual Fund — 1,591,105
9,625,239 (Previous year Nil) units of Rs. 10 each in 107,051,006 —
IDFC Mutual Fund
13,819,175 (Previous year Nil) units of Rs. 10 each in JM Financial Mutual Fund 176,071,861 —
17,106,802 (Previous year Nil) units of Rs. 10 each in Kotak Mutual Fund 289,584,091 —
3,005,581 (Previous year Nil) units of Rs. 10 each in LIC Mutual Fund 30,055,814 —
13,121,952 (Previous year 6,324,488) units of Rs. 1,000 each in Religare Mutual Fund 164,051,044 75,600,000
10,305,121 (Previous year Nil) units of Rs. 10 each in Reliance Mutual Fund 150,217,155 —
10,388,243 (Previous year 2,870,896) units of Rs. 10 each in SBI Mutual Fund 150,000,000 55,962,692
Nil (Previous year 5,107,369) units of Rs. 10 each in Sundaram BNP Paribas Mutual Fund — 94,000,000
55,935 (Previous year 3,364) units of Rs. 1,000 each in Tata Mutual Fund 94,829,498 5,335,790
Nil (Previous year 1,445,231) units of Rs. 10 each in Taurus Mutual Fund — 14,500,000
187,270 (Previous year Nil) units of Rs. 1,000 each in Taurus Mutual Fund 199,500,020 —
11,811 (Previous year Nil) units of Rs. 1000 each in Templeton Mutual Fund 15,861,338 —
265,048 (Previous year Nil) units of Rs. 1,000 each in UTI Mutual Fund 400,000,000 —
Aggregate of quoted - current investment in units of mutual funds 2,554,189,079 327,409,621
C. Unquoted - Long term in equity shares - at cost
a. of subsidiary companies (see note 9)
5,000 equity shares (Previous year 5,000) of USD 1 [approximately Rs. 45 225,700 254,750
(previous year Rs. 51)] each fully paid up in BK Holdings Limited, Mauritius
1 equity share (Previous year 1) of USD 1 [approximately Rs. 45 45 51
(previous year Rs. 51)] fully paid up in Capital 18 Limited, Mauritius
225,745 254,801
b. of other companies
898,500 (Previous year 898,500) equity shares of Rs. 10 each fully 62,895,000 62,895,000
paid up in Delhi Stock Exchange Association Limited
1 equity share (Previous year 1) of USD 1 [approx Rs. 45 45 51
(Previous year Rs. 51)] fully paid up in Network18 Holdings Limited
3,192 (Previous year 3,192) equity shares of Rs. 10 each fully paid 60,000,000 60,000,000
up in Skorydove Systems Private Limited
83,763 (Previous year 83,763) equity shares of Rs. 10 each fully paid 60,000,000 60,000,000
up in Ensemble Infrastructure India Limited
2,700,000 (Previous year 2,700,000) ordinary shares of USD 0.0001 100,526,780 113,465,650
[approx Rs. 0.0045 (previous year Rs. 0.0051)] each of Yatra Online Inc.
Aggregate of unquoted - long term investments in equity shares 283,421,825 296,360,701
D. Unquoted - Long term in preference shares - at cost
a. of other companies
437,459 (Previous year 437,459) Series C Preference Shares of 63,585,062 65,863,043
USD 0.0001 [approximately Rs. 0.0045 (Previous year Rs. 0.0051)] each

86
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

SCHEDULES FORMING PART OF THE ACCOUNTS


As at As at
31.03.2010 31.03.2009
(Rs.) (Rs.)
fully paid up in Yatra Online Inc.
975,700 (Previous year 975,700) Series B Preference shares of 56,425,000 63,687,500
USD 0.0001 [approximately Rs. 0.0045 (Previous year Rs. 0.0051)] each
fully paid up in Yatra Online Inc.
1,500,015 (Previous year 1,500,015) Series A Preference Shares of 29,628,948 33,442,510
USD 0.0001 [approximately Rs. 0.0045 (Previous year Rs. 0.0051)] each
fully paid up in Yatra Online Inc.
Aggregate of unquoted - long term investment in preference shares 149,639,010 162,993,053
E. Unquoted - Long term in units of venture capital trust - at cost
27,212 (Previous year 24,818) units of Rs. 100,000 each in 2,721,200,000 2,481,800,000
Media Venture Capital Trust - II (MVCT)
2,721,200,000 2,481,800,000
F. Unquoted- Long term in convertible warrants - at cost
Nil (Previous year 2,500,000) convertible warrants of Rs. 102 — 255,000,000
each fully paid up in ibn18 Broadcast Limited (see note 9A)
G. Unquoted- Long term in other Investments
6 years National Savings Certificates 5,500 5,500
55 (Previous year 57) Loan Bonds of USD 100,000 [(approximately 248,270,000 290,415,000
Rs. 4,500,000 (Previous year Rs. 5,100,000)] each
248,275,500 545,420,500
8,103,070,862 5,880,131,447
Aggregate of unquoted investments 3,402,762,080 3,486,829,055
Aggregate of quoted investments (net of provision for diminution in value of investments) 4,700,308,782 2,393,302,392
Market value of quoted investments 6,167,676,369 3,059,704,708

SCHEDULE 8
CURRENT ASSETS, LOANS & ADVANCES
a. Inventories
Raw materials 48,440,234 66,429,528
Stores and spare parts 12,501,027 12,818,954
Work in progress 3,778,624 709,047
Finished goods 6,298,768 6,340,938
Less: Provision for obsolete stock 1,400,000 —
69,618,653 86,298,467
b. Sundry debtors
Debts outstanding for more than 6 months
Secured
- considered good 1,708,659 2,558,201
Unsecured
- considered good 398,617,388 244,670,675
- considered doubtful 278,869,169 291,375,847
Other debts - considered good
Secured 368,130,603 6,285,743
Unsecured 1,063,388,836 1,406,336,979
2,110,714,655 1,951,227,445
Less: Provision for doubtful debtors 278,869,169 291,375,847
1,831,845,486 1,659,851,598
c. Unbilled revenues 75,887,843 37,400,000
d. Cash and bank balances
Cash on hand 6,197,740 2,413,427
Cheques in hand 12,561,708 1,354,067
Balance with scheduled banks:
- in current accounts* 2,288,936,755 470,762,381
- in deposit accounts** 345,225,432 1,161,940,525
Balances with other banks:
- in current accounts*** 135,768 7,170
2,653,057,403 1,636,477,570
* Includes balance in unclaimed dividend account, unclaimed 23,106,227 16,685,844
interest account and due to debenture holders.
** Includes amount held as per Rule 3A of Companies (Acceptance of deposits) Rules, 1975 142,566,799 150,203,051
*** Bank balance with other Bank includes balance with Municipal Co-op. Bank, Navi Mumbai
[Maximum amount outstanding during the year Rs. 428,003 (Previous year Rs. 921,509)]

87
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

SCHEDULES FORMING PART OF THE ACCOUNTS


As at As at
31.03.2010 31.03.2009
(Rs.) (Rs.)
e. Loans and advances (Unsecured)
i. Application money paid
- for shares 357,626,788 2,263,000
- for units — 50,000
ii. Advance to vendors* 25,057,563 31,563,786
iii. Advances recoverable in cash or in kind or for value to be received
- considered good 2,974,465,235 1,349,308,238
- considered doubtful 36,792,853 —
iv. Security and other deposits 224,045,271 193,155,692
v. Interest accrued on deposits 3,473,010 15,561,408
vi. Income tax paid [net of provision Rs. 635,403,353 (Previous year Rs. 656,480,265)] 506,527,434 353,086,911
vii. MAT credit entitlement 8,124,661 —
4,136,112,815 1,944,989,035
Less: Provision for doubtful advances 36,792,853 —
4,099,319,962 1,944,989,035

* Includes capital advances 6,669,241 6,477,033

SCHEDULE 9
CURRENT LIABILITIES & PROVISIONS
a. Current liabilities
i. Sundry creditors
- micro and small enterprises 2,301,901 611,488
- others 1,468,035,457 1,942,899,825
ii. Advance from customers 806,176,674 565,302,534
iii. Sundry deposits 9,125,366 8,866,706
iv. Equity warrants refundable application money — 23,700,000
v. Investor Education and Protection Fund
- unclaimed dividend 3,353,467 3,569,472
- unclaimed debenture redemption money 602,961 793,978
- unclaimed interest and matured public deposits 88,883,915 41,731,199
vi. Other liabilities 175,610,830 160,494,034
vii. Interest accured but not due 6,841,401 39,976,041
2,560,931,972 2,787,945,277
b. Provisions
i. Fringe benefit tax [net of advance tax Rs. 73,263,341 2,962,157 3,176,110
(Previous year Rs. 76,299,322)]
ii. Wealth tax [net of advance tax of Rs. 1,519,698 (Previous year Rs. 1,372,223)] 133,985 134,086
iii. Proposed/Interim dividend [Including corporate dividend tax 7,647,750 379,907
payable Rs. 7,647,750 (Previous year Rs. Nil)]
iv. Provision for rebates, returns etc 10,886,086 5,697,817
v. Employees benefits (see note 23) 103,452,915 127,330,890
125,082,893 136,718,810
2,686,014,865 2,924,664,087

SCHEDULE 10
MISCELLANEOUS EXPENDITURE
(To the extent not witten off or adjusted)

i. Preliminary expenses 10,304,784 15,923


ii. Pre-operative expenses 35,221,388 30,207,838
iii. Share issue expenses 91,393,168
45,526,172 121,616,929

88
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

SCHEDULES FORMING PART OF THE ACCOUNTS


Year ended Year ended
31.03.2010 31.03.2009
(Rs.) (Rs.)

SCHEDULE 11
INCOME FROM OPERATIONS
a. Income from media operations 5,012,051,109 4,697,607,809
b. Equipment rentals and other receipts 186,038,170 151,346,587
5,198,089,279 4,848,954,396

SCHEDULE 12
OTHER INCOME
a. Interest on
- fixed deposits [including tax deducted at source Rs. 4,437,753 39,983,357 60,171,987
(Previous year Rs. 13,606,217)]
- others [including tax deducted at source Rs. 2,222,243 145,088,356 71,279,840
(Previous year Rs. 6,427,298)]
b. Dividend on current investments 372,718 87,515,945
c. Dividend from units in venture capital trust (long term investment) — 95,000,000
d. Dividend on long term investments 387,154 687,154
e. Profit on sale of current investments 35,040,830 68,489,345
f. Profit on sale of long term investments — 31,553,284
g. Share in surplus of trust (see note 39) 217,400,000 578,000,000
h. Scrap sales 13,860,455 7,537,058
i. Excess provision written back 234,091,600 41,554,814
j. Net income from option premium 47,360,000 46,480,000
k. Miscellaneous income 33,778,120 24,193,603
767,362,590 1,112,463,030

SCHEDULE 13
MATERIALS CONSUMED
a. Opening balance
- Raw materials 66,429,528 81,900,385
- Work-in-progress 709,047 31,494,842
- Finished goods 6,340,938 5,978,004
b. Add: Purchases of paper ink, binding materials and other products 247,274,932 259,788,193
c. Less: Closing balance
- Raw materials 48,440,234 66,429,528
- Work-in-progress 3,778,624 709,047
- Finished goods 4,898,768 6,340,938
263,636,819 305,681,911

89
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

SCHEDULES FORMING PART OF THE ACCOUNTS


Year ended Year ended
31.03.2010 31.03.2009
(Rs.) (Rs.)

SCHEDULE 14
PRODUCTION, ADMINISTRATIVE AND OTHER COSTS
a. Studio and equipment hire charges 41,372,012 24,827,958
b. Telecast and uplinking fees 27,620,543 27,871,762
c. Tapes consumed 4,393,254 4,485,711
d. Airtime purchased 11,623,282 36,387,252
e. Content and franchise expenses 325,149,833 296,950,973
f. Media professional fees 124,316,328 128,538,412
g. Consumables and spares 18,713,006 15,796,844
h. Other production expenses 91,411,892 80,111,139
i. Rent 280,406,936 299,965,272
j. Electricity expenses 85,657,165 94,926,933
k. Insurance 9,402,722 13,967,555
l. Travelling and conveyance 167,271,629 190,013,511
m. Vehicle running and maintenance 36,694,034 33,245,240
n. Communication expenses 82,187,701 155,561,916
o. Distribution, advertising and business promotion 1,062,821,297 869,868,958
p. Membership and subscription 2,234,928 1,553,217
q. Repairs and maintenance
- plant & machinery 41,668,252 50,592,754
- others 76,305,032 44,058,337
r. Legal and professional expenses 226,210,146 175,239,529
s. Directors sitting fees 762,000 497,500
t. Loss on sale / disposal of assets 20,616,348 392,225
u. Preliminary expenses written off 3,269,075 787,875
v. Loss on exchange rate fluctuation (net) 57,390,631 263,167,639
w. Bad debts written off / provision for doubtful debts 108,939,397 694,430,317
x. Provision for doubtful advances 36,792,853 —
y. Loss on disposal of investments 11,072,579 —
z. Long term investments written off — 2,055,000
a. Site support costs 224,255,946 289,268,838
b. Rebate and returns — 17,875,074
c. Miscellaneous expenses 217,971,067 92,028,797
3,396,529,888 3,904,466,538

SCHEDULE 15
PERSONNEL EXPENSES
a. Salaries and bonus 1,448,042,622 1,628,322,615
b. Contribution to provident and other funds 85,211,498 69,536,121
c. Staff welfare expenses 107,381,796 100,953,768
d. Employees benefits 17,332,305 64,903,524
e. Employee stock compensation expenses 37,910,925 64,000,936
1,695,879,146 1,927,716,964

SCHEDULE 16
INTEREST AND OTHER FINANCIAL CHARGES
a. Interest on:
- term loans 685,523,465 604,731,765
- cash credit 113,976,354 132,960,927
- public deposits 163,462,369 54,299,284
- working capital demand loan 16,735,100 —
- commercial paper 142,376,041 125,556,843
- others 24,485,385 17,424,321
b. Other financial charges 85,420,377 156,084,374
1,231,979,091 1,091,057,514

90
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

SCHEDULES FORMING PART OF THE ACCOUNTS


SCHEDULE 17
NOTES FORMING PART OF THE CONSOLIDATED ACCOUNTS
1. These financial statements comprise a consolidation of the accounts of Television Eighteen India Limited (TV 18), the Parent/Company,
its subsidiaries, joint ventures and associates collectively referred to as the ‘TV18 Group’/’Group’:
Company Country of Percentage
incorporation shareholding as at
31.03.2010
A. Held Directly
a. Subsidiaries
Television Eighteen Mauritius Limited, Mauritius (TEML) Mauritius 100.00
iNews.com Limited (iNews) India 99.15
Newswire18 Limited (Newswire) (formerly NewsWire18 Private Limited- name changed India 77.50
w.e.f 27 February, 2009, formerly News Wire 18 India Private Limited)
RVT Investments Private Limited (RVT) India 100.00
Television Eighteen Media and Investment Limited, Mauritius (TEMIL) w.e.f. 26 November, Mauritius 100.00
2007 (formerly BK Events Limited)
Infomedia 18 Limited (Infomedia) (see note 8 below) India 48.11
b. Joint venture (JV)
Jagran 18 Publications Limited (Jagran) w.e.f 10 March, 2008 India 50.00
B. Held Indirectly
a. Subsidiaries
Web 18 Holdings Limited, Cayman Islands (Web 18 Holding) - Subsidiary of TEML* Cayman Islands 57.30
Namono Investments Limited (Namono) w.e.f. 19 November, 2007 – Subsidiary of TEML Mauritius 100.00
TV18 UK Limited (TV 18 UK) - Subsidiary of TEML UK 100.00
E-18 Limited, Cyprus (E-18, Cyprus) (formerly Tadcaster Holdings Limited) - Subsidiary Cyprus 100.00
of Web 18 Holding
e-Eighteen.com Limited (E-18)– Subsidiary of E-18 , Cyprus India 91.95
Television Eighteen Commoditiescontrol.com Limited (TECCL) – Subsidiary of E-18 , Cyprus India 79.97
Web18 Software Services Limited (Web 18) - Subsidiary of E-18 , Cyprus India 100.00
Big Tree Entertainment Private Limited w.e.f. 3 April, 2007– Subsidiary of E-18 , Cyprus India 60.00
Care Websites Private Limited (Care) w.e.f. 14 February, 2008 – Subsidiary of E-18 , Cyprus India 90.00
Moneycontrol Dot Com India Limited (MCD)– Subsidiary of E-18 India 100.00
Cepha Imaging Private Limited (Cepha) w.e.f 21 August, 2008 - Subsidiary of Infomedia India 100.00
Glyph International UK Limited (Formerly Keyword Group Limited)(GIUL) w.e.f 21 August, UK 100.00
2008 - Subsidiary of Infomedia
Keyword Publishing Services Limited (KPSL) w.e.f 21 August, 2008 - Subsidiary of UK 100.00
Infomedia
Keyword Typesetting Services Limited (KTSL) w.e.f 21 August, 2008- Subsidiary of GIUL UK 100.00
Glyph International Limited (Formerly American Devices India Private Limited) w.e.f 21 India 100.00
August, 2008 - Subsidiary of GIUL
Glyph International US LLC (Formerly Software Services LC) w.e.f 21 August, 2008 - USA 100.00
Subsidiary of Infomedia
b. Associate
ibn18 Broadcast Limited (IBN) (formerly Global Broadcast News Limited) name changed India 21.17
w.e.f. 2 April, 2008-Associate of RVT w.e.f 22 January, 2009
c. Joint venture (JV)
Jobstreet.com India Private Limited (Jobstreet)– JV of E-18, Cyprus till 30 March 2010. India 50.00
Reed Infomedia India Private Limited (Reed) w.e.f 21 August, 2008 - JV of Infomedia India 49.00
* The Company holds additional 26.97% of the capital in Web 18 Holding through its wholly owned subsidiary TEMIL. Shares of Web 18
comprise Class A and Class B equity shares. Holders of Class A ordinary shares are entitled to ten votes for every Class A ordinary shares
held and the holders of Class B ordinary shares are entitled to one vote for every Class B ordinary shares held. TV18 holds Class A equity
shares through its subsidiaries. Its voting power in Web 18 Holding is 88.20% which is different from the percentage of shareholding.
(Also refer to note 2 below)

91
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)
Investments held for Disposal
The following investments held by Television Eighteen Mauritius Limited for disposal have been disclosed separately and the financials
of these Companies have not been consolidated:
Company Country Percentage shareholding
of incorporation as at 31.03.2010
B K Holdings Limited (BKH) w.e.f 17 May, 2007-Subsidiary of TEML Mauritius 100.00
Capital 18 Limited (Capital 18) w.e.f 6 June, 2007-Subsidiary of TEML Mauritius 100.00

2. Background
Television Eighteen India Limited (the Company/Parent) was incorporated in 1993 and is primarily engaged in content production and
broadcasting.
Television Eighteen Mauritius Limited (TEML) was incorporated in 1996 in the Republic of Mauritius under the Mauritius Offshore
Business Activities Act, 1992 with production of television programmes as its principal business activity. The said Act has since been
repealed and replaced by the Companies Act, 2001 under which TEML is a company holding Category 1 Global Business License and
is regulated by the Financial Services Commission of Mauritius.
e–Eighteen.com Limited (E-18) was incorporated on 28 March, 2000 as a subsidiary of the Company with the primary objective of
setting up of business and finance internet portal. E-18 acquired the business of an established personal finance portal Moneycontrol
Dot Com India Limited (MCD) on 21 May, 2000. Shares of E-18 were sold to E-18 Limited, Cyprus (E-18, Cyprus) on 15 June 2006 and
subsequent to the sale E-18 became a subsidiary of E-18 Limited, Cyprus.
iNews.com Limited was incorporated on 28 August, 2000 as a subsidiary of the Parent and is yet to commence operations.
RVT Investments Private Limited was incorporated on 9 July, 2006 as the subsidiary of the Parent with the primary objective of dealing
or trading in shares, securities and debentures.
Newswire18 Limited (Newswire) (formerly News Wire 18 India Private Limited) was incorporated on 18 September, 2006 as Livewire
Motion Pictures Private Limited. Newswire became a subsidiary of the Company consequent to the transfer of the entire share capital of
the promoters of Livewire Motion Pictures Private Limited i.e. Raghav Bahl, Sanjay Ray Chaudhuri and Vandana Malik, to the Company
on 15 November, 2006. The name change was effective from 1 December, 2006 pursuant to a resolution passed by the members for
the same. During the year ended 31 March, 2007 Newswire acquired the staff and business of Crisil Market Wire Limited, India’s first
real-time financial news agency and market data platform Company.
Mobilenxt Teleservices Private Limited (Mobilenxt Tele) was incorporated in February 2006 with the primary objective of retailing of
mobile handsets, accessories and related products and services. Mobilenxt Tele became an associate of the Company in March 2008
and it was subsequently sold on 29 September, 2008.
MobileNXT Online Private Limited (MobileNXT Online) was incorporated on 27 August, 2007 with the objective of engaging in the
business of online marketing and selling of electronic products, mobile phones etc. MobileNXT Online was an associate w.e.f from 7
September, 2007 upto 13 January, 2008 and became a subsidiary of the Company w.e.f 14 January, 2008. MobileNXT Online had not
commenced operations and the holding in this company was disposed off on 29 September, 2008.
Television Eighteen Media and Investment Limited (TEMIL) was incorporated in Mauritius under the Companies Act 2001, on 28
November, 2007 and is a wholly owned subsidiary of the Company. The Company has been incorporated with the primary objective of
engaging in media business and investing in media undertakings.
The Company acquired a majority stake in I-Ven Interactive Limited during the year ended 31 March, 2009. Further, the Company acquired
control of the Board of Directors of Infomedia 18 Limited (formerly Infomedia India Limited), a listed company which is a subsidiary of I-Ven,
on 21 August, 2008. A scheme of arrangement to merge I-Ven into Infomedia had been filed with the Hon’ble High Court of Bombay on 18
February, 2009. The scheme became effective from 25 August, 2009 (see note 8 and 35). Infomedia, its subsidiaries and its joint venture
company are engaged in print media operations including publishing of business directories and special interest magazines in India,
printing, E-publishing services and agency services.
Jagran 18 Publications Limited was incorporated on 10 March, 2008 as a 50:50 Joint Venture between Television Eighteen India
Limited and Jagran Prakashan Limited. The Company had not yet commenced its business operations as at the year end.
3. Significant accounting policies
The financial statements are prepared under the historical cost convention on the accrual basis of accounting and in accordance with
the Generally Accepted Accounting Principles (GAAP) in India and comply with the Accounting Standards prescribed by the Companies
(Accounting Standards) Rules, 2006 to the extent applicable.
The significant accounting policies adopted in presentation of the financial statements are:
a. Use of estimates
The preparation of financial statements in conformity with Generally Accepted Accounting Principles (GAAP) requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
liabilities on the date of the financial statements and the reporting amounts of income and expenses during the year. Examples of
such estimates include provision for doubtful debts, future obligations under employee retirement benefit plans, income taxes, and
useful life of fixed and intangible assets. Actual results could differ from these estimates. Any revision to accounting estimates is
recognised prospectively in the current and future periods.
b. Basis of consolidation
These consolidated financial statements are prepared in accordance with the principles and procedures prescribed by Accounting
Standard (AS 21) Consolidated Financial Statements, Accounting Standard (AS 23) Accounting for Investments in Associates in
Consolidated Financial Statements and Accounting Standard (AS 27) Financial Reporting of Interests in Joint Ventures prescribed
by the Companies (Accounting Standards) Rules 2006 for the purpose of preparation and presentation of consolidated financial
statements.

92
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)
The financial statements of the subsidiary companies, joint ventures and associates used in the consolidation are drawn up to the
same reporting date as that of the Parent.
The consolidated financial statements have been prepared on the following basis:
i. The financial statements of the Company and its subsidiary companies have been consolidated on a line-by-line basis by adding
together like items of assets, liabilities, income and expenses. Inter-company balances and transactions and unrealised profits
or losses have been fully eliminated.
ii. Interest in jointly controlled entities is reported using proportionate consolidation.
iii. The consolidated financial statements include the share of profit/loss of associate companies, which are accounted under
the ‘Equity method’ as per which the share of profit/loss of the associate company has been added/adjusted to the cost of
investment. An associate is an enterprise in which the investor has significant influence and which is neither a subsidiary nor a
joint venture.
iv. The excess of cost to the Company of its investments in subsidiary companies over its share of the equity of the subsidiary
companies at the dates, on which the investments in the subsidiary companies are made, is recognised as ‘Goodwill’ being an
asset in the consolidated financial statements. Alternatively, where the share of equity in the subsidiary companies as on the
date of investment, is in excess of cost of investment of the Company, it is recognised as ‘Capital Reserve’ and shown under
the head ‘Reserves and Surplus’, in the consolidated financial statements.
v. Minority interest in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the minority
shareholders at the dates on which investments are made by the Company in the subsidiary companies and further movements
in their share in the equity, subsequent to the dates of investments.
c. Revenue Recognition
i. Revenue from media operations includes advertising income, sponsorship income, income from portal operations, publishing of
business directories, special interest magazines, printing services, E-publishing services and agency services and other related
income and is recognised as follows:
• Revenue from sale of advertising time is recognised on the accrual basis when advertisements are telecast in accordance
with contractual obligations.
• Advertising revenue from business directories is recognised in the period in which the directories are given for pagination
(printing) and are accounted net of commissions and discounts.
• Advertising revenue from special interest magazines is recognised in the period in which the magazines are published and
are accounted net of commissions and discounts.
• Advertisement revenue earned from displaying banner advertisements on the portal is recognised proportionately on the
number of impressions achieved.
• Revenues from sponsorship contracts is recognised proportionately over the term of the sponsorship.
• Subscription revenue is recognised on the accrual basis in accordance with the terms of the contract with the distribution
and collection agency for the services rendered.
• Subscription revenue from the Group’s print publications is recognised as earned, pro rata on a per issue basis over the
subscription period.
• Circulation revenue includes sales to retail outlets/newsstands, which are subject to returns. The Group records these retail
sales upon delivery, net of estimated returns. These estimated returns are based on historical return rates and are revised
as necessary based on actual returns.
• Revenue from media related professional and consultancy services is recognised in accordance with contracts on rendering
of services.
• Revenue from sponsor buttons placed on specific areas of the Group’s websites which provide users with direct link to
sponsor’s websites is recognised ratably over the period during which the advertisement is displayed.
• Revenue from content licensing is recognised proportionately over the period of the contract for sale of content.
• Income from online trading, comprising exclusivity fees received from customers for displaying their logos on the
portal is recognised proportionately based on the volume of online trading generated or at the end of the contract period,
whichever is earlier.
• Revenue from printing jobs is recognised on completion basis and is accounted net of taxes.
• Revenue from traded products is recognised when the significant risks and rewards of ownership of the products has
passed to the buyer and is stated net of taxes and discounts.
• Revenue from event sale is recognised on the completion of the event and on the basis of the related service performed.
• Revenue from E-publishing for projects undertaken is recognised at the time when invoice is raised as per the terms settled
with the customers.
• Program revenue is accounted for on dispatch of programs to customers in accordance with contract on rendering
services.
• Agency commission revenue is recognised as per the terms of agreement with the principals, on rendering of relevant
services.
ii. Interest income is recognised on time proportionate basis taking into account the amount outstanding and the rate applicable.
iii. Equipment rental is accounted for on the accrual basis for the period of use of equipment by the customer. Other receipts are
recognised on rendering of services or accrual basis in accordance with contracts with customers.
iv. Dividends on investments are accounted for when the right to receive dividend is established.
d. Fixed Assets
Fixed assets are stated at their original cost of acquisition/installation less depreciation. All direct expenses attributable to acquisition/
installation of assets are capitalised.

93
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)
e. Depreciation
Depreciation on all assets is charged on straight line basis over the estimated useful lives using rates (including double / triple shift
depreciation rates wherever applicable) prescribed by Schedule XIV of the Companies Act, 1956, except in respect of:
i. Cost of improvements to leasehold premises which is amortised over the remaining period of lease (including renewal options)
of the premises.
ii. Computer software which is depreciated over a period of 5 years in case of Television Eighteen India Limited (TV18) and
Newswire18 Limited and 4 years in case of Infomedia and 3 years in case of Web 18 Holding and its subsidiaries (Web
Group).
iii. Furniture and fixtures which are depreciated over a period 10 years in case of TEML and 5 years in case of the Web Group.
iv. Vehicles which are depreciated over a period of 4 years in case of Web Group.
v. Vehicles of Infomedia and its subsidiaries, which are depreciated on the written down value method at the rates specified in
Schedule XIV of the Companies Act, 1956
vi. Plant & machinery - distribution equipment which is depreciated over a period of 8 years in case TV18.
vii. Plant & machinery which is depreciated over a period of 5 years in case of TEML and 2-5 years in case of the Web Group.
viii. Computer hardware which is depreciated over a period of 3 years in case of the Web Group.
ix. Web site development costs that provide additional functions or features to the Web Group’s website are capitalised and
amortised over the estimated life of two years.
x. Major reconditioning expenses on plant, machinery and equipment of Infomedia Group are depreciated over a period of three
years or life of the assets, whichever is lower.
Cost of leasehold land is amortised over the period of lease.
News archives are depreciated on a straight line basis at the rate of 4.75% per annum. Useful life of news archives is estimated
for a period longer than 10 years as the contents of the same are continuously used in day to day programming and hence the
economic benefits from the same arise in a period longer than 10 years.
Goodwill arising on acquisition of assets and acquired brands are amortised over a period of five years.
Depreciation on additions is charged proportionately from the date of acquisition/ installation except in case of TEML where
the assets are depreciated for the full year in the year of acquisition. Assets costing Rs. 5,000 or less individually are fully
depreciated in the year of purchase.
Depreciation on assets disposed-off during the year is charged proportionately till the date of sale except in the case of TEML
where no depreciation is charged in the year of disposal.
f. Goodwill on consolidation
The Group accounts for goodwill arising on consolidation at cost and recognises where applicable, any impairment.
g. Impairment of assets
At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is any indication that
those assets suffered an impairment loss. If any such indication exists, the recoverable amount of the assets is estimated in order
to determine the extent of impairment loss.
Recoverable amount is the higher of an asset’s net selling price and value in use. In assessing value in use, the estimated future
cash flows expected from the continuing use of the asset and from its disposal are discounted to their present value using a pre-tax
discount rate that reflects the current market assessments of time value of money and the risks specific to the asset.
Reversal of impairment loss is recognised immediately as income in the profit and loss account.
h. Inventory valuation
Inventories comprising stocks of used and unused tapes, work-in-progress and completed pilot programmes are stated at cost on
first in first out basis. Stocks of tapes are written off over their useful life which is estimated to be three years.
Other inventories of raw materials like paper and binding material, work in progress and finished goods are valued at lower of cost
or net realisable value. Cost is determined on a weighted average basis. Net realisable value is the estimated selling price in the
ordinary course of business less estimated costs of completion and to make the sale.
i. Investments
Long term investments are stated at cost less provision for other than temporary diminution in the carrying value of each investment.
Current investments are carried forward at lower of cost or fair value.
j. Employee Benefits
i. The employees’ provident fund scheme is a defined contribution plan. Contribution to the employees’ provident fund is charged
to the profit and loss account during the period in which the employee renders the related service.
ii. Short term employee benefits (medical, leave travel allowance etc.) expected to be paid in exchange for the services rendered
are recognised on undiscounted basis.
iii. The Group provides for gratuity, a defined benefit retirement plan (the “Gratuity Plan”) covering eligible employees. In accordance
with the Payment of Gratuity Act, 1972, the Gratuity Plan of the Group provides for a lump sum payment to vested employees
at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and
the tenure of employment.
The Group makes contributions to funds administered and managed by the insurance companies for the amount notified by the
said insurance companies. The present value of the obligation under such defined benefit plans for the Group is determined
based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to
additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation
is measured at the present value of the estimated future cash flows. The discount rate used for determining the present value of
the obligation is based on the market yields on government securities as at the balance sheet date. Actuarial gains/losses are
recognised immediately in the profit and loss account.

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The liability with respect to the Gratuity Plans is determined based on actuarial valuations done by independent actuaries at the
year end and any differential between the fund amount as per the insurer and the actuarial valuation is charged to revenue.
iv. Benefits comprising long term compensated absences constitute other long term employee benefits. The liability for compensated
absences is provided on the basis of an actuarial valuation done by an independent actuary at the year/period end. Actuarial
gains and losses are recognised immediately in the profit and loss account.
v. In case of Infomedia, voluntary retirement compensation is fully charged off in the year of severance of service of the
employee
k. Miscellaneous Expenditure
i. Preliminary expenses
Preliminary expenses of the parent incurred till 31 March, 2003 are amortised over a period of 10 years. For the subsidiaries,
preliminary expenses are either written off when incurred or amortised over 2 to 10 years.
ii. Premium on redemption of debentures
Premium on redemption of debentures is written off over the term of the debentures.
l. Foreign Currency Translation
Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transaction. Exchange differences
on foreign exchange transactions settled during the year are recognised in the profit and loss account.
Monetary items denominated in foreign currency and outstanding at the balance sheet date are translated at the exchange rate
prevailing at the date of balance sheet, the resultant exchange differences are recognised in the profit and loss account.
In case of forward exchange contracts, the premium or discount arising at the inception of such contract, is amortised as income or
expense over the life of contract as well as exchange difference on such contracts i.e. difference between the exchange rate at the
reporting/ settlement date and the exchange rate on the date of inception/ last reporting date, is recognised as income/ expense for
the period. Any income or expense on account of exchange differences either on settlement of the contract or on translation of the
unmatured foreign currency contract at the rate prevailing on the balance sheet date is recognised in the profit and loss account.
In respect of foreign integral operations, monetary assets and liabilities are translated at the exchange rate prevailing at the date of
the balance sheet. Non-monetary items are translated at the historical rate, the items in the profit and loss account are translated at
the average rate during the year. The differences arising out of the translation are recognised in the profit and loss account.
In respect of foreign non integral operations, asset and liabilities are translated at the exchange rate prevailing at the date of the
balance sheet. The items in the profit and loss account are translated at the average exchange rate during the year. The differences
arising out of the translation are transferred to the exchange translation reserve.
m. Income Tax
Income tax comprises current income tax and deferred tax. Current tax is determined in accordance with the provisions of the
Income Tax Act, 1961. Advance taxes and provisions for current taxes are presented in the balance sheet after off - setting advance
taxes paid and income tax provisions.
Deferred tax charge or credit is recognised on timing differences being the difference between taxable income and accounting
income that originate in one period and are capable of reversal, subject to consideration of prudence, in one or more subsequent
periods. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively
enacted by the balance sheet date. If there are carry forward of unabsorbed depreciation and tax losses, deferred tax assets are
recognised only if there is virtual certainty that such deferred tax assets can be realised against future taxable profits. Unrecognised
deferred tax assets of earlier years are reassessed and recognised to the extent that it has become virtually/reasonably certain that
future taxable income will be available against which such deferred tax assets can be realised.
Minimum alternate tax (MAT) paid in accordance with the provisions of the Indian Income Tax Act, 1961, which gives rise to future
economic benefit in the form of adjustment from income tax liability, is recognised when it is reasonably certain that the same will
be set off and adjusted from the current tax charge for that year.
Tax provisions for overseas subsidiaries/ joint ventures are determined in accordance with the tax laws of their respective country
of incorporation.
Provision for fringe benefit tax (FBT) is made on the basis of the applicable FBT on the taxable value of eligible expenses as
prescribed under the Indian Income Tax Act, 1961.
n. Website development costs
Costs incurred in the planning or conceptual development of websites are expensed as incurred. Once the planning or conceptual
development of a web site has been achieved, and the project has reached the application development stage, the Group
capitalises all costs related to web site application and infrastructure development including costs relating to the graphics and
content development stages. Training and routine maintenance costs are expensed as incurred.
o. Accounting for Employee Share Based Payments
Measurement and disclosure of the employee share based payment plans is done in accordance with the Guidance Note on
Accounting for Employee Share-based Payments, issued by the Institute of Chartered Accountants of India (ICAI). The Company
measures compensation cost relating to employee stock options using the intrinsic value method. Compensation expense is
amortised on a straight line basis/graded basis over the vesting period of the stock option/award. Modifications to stock option/
award schemes are effected in line with the Guidance Note on Accounting for Employee Share-based Payments, issued by ICAI.
p. Provisions and Contingencies
A provision is recognised when the Group has a present obligation as a result of a past event, when it is probable that an outflow of
resources embodying economic benefits will be required to settle the obligation and reliable estimate can be made of the amount of
the obligation. A contingent liability is recognised where there is a possible obligation or a present obligation that may, but probably
will not, require an outflow of resources.

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q. Leases
i. Operating Lease
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased asset are classified
as operating leases. Operating lease charges are recognised as an expense in the profit and loss account on a straight-line
basis over the lease term.
ii. Finance Lease
Leases under which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases.
The lower of fair value of assets and present value of minimum lease rentals is capitalised as fixed assets with the corresponding
amount shown as lease liability. The principal component in the lease rentals is adjusted against the lease liability and the
interest component is charged to the profit and loss account.
r. Earnings Per Share
The Group reports basic and diluted earnings per equity share in accordance with Accounting Standard 20, Earnings Per Share.
Basic earnings per equity share is computed by dividing net profit after tax by the weighted average number of equity shares
outstanding during the year. Diluted earnings per equity share is computed using the weighted average number of equity shares
and dilutive potential equity shares outstanding during the year except where the result would be anti dilutive.
s. Segment Information
i. Business segments
Based on similarity of activities, risks and reward structure, organisation structure and internal reporting systems, the Group
operates in the media business segment mainly comprising media and related operations. This includes television, internet and
print media including publishing.
ii. Geographic segments
Secondary segmental reporting is performed on the basis of the geographical location of customers i.e. within India and
overseas.
t. Barter Transactions
Barter transactions are recognised at the fair value of consideration receivable or payable. When the fair value of the transactions
cannot be measured reliably, the revenue/expense is measured at the fair value of the goods/services provided/received adjusted
by the amount of cash or cash equivalent transferred.
u. Derivative Instruments
As per the Institute of Chartered Accountants of India announcement on derivative accounting, accounting for derivative contracts
other than those covered under Accounting Standard 11 (AS-11) – The Effects of Changes in Foreign Exchange Rates, are marked
to market on a portfolio basis and the net loss after considering the offsetting impact on the underlying hedged item is charged to
the profit and loss account. Net gains are ignored.
4. Increase in the Authorised Share capital
The Company had given a postal ballot notice dated 13 May, 2009 to its shareholders pursuant to Section 192A of the Companies
Act, 1956 for reclassification of the authorised share capital of the Company comprising Rs. 20,00,00,000 equity shares of Rs. 5 per
share and 5,00,000 preference shares of Rs. 100 each aggregating to Rs. 1,050,000,000, to 210,000,000 equity shares of Rs. 5 each
aggregating to Rs. 1,050,000,000 and for increasing the authorised share capital of the Company from Rs. 1,050,000,000 (comprising
210,000,000 equity shares of Rs. 5 each) to Rs. 2,050,000,000 (comprising 410,000,000 equity shares of Rs. 5 each). The result of
the postal ballot was announced on 22 June, 2009 whereby the aforesaid resolutions were duly approved by the shareholders of the
Company.
5. Rights issue
i. During the current year the Company has made a rights issue of 60,007,121 equity shares of Rs. 5 each at a premium of Rs.
79 per share aggregating to Rs. 50,405.98 lakhs to the existing shareholders of the Company. The rights issue opened on
29 September, 2009 and closed on 14 October, 2009.
Pursuant to the approval dated 26 October, 2009 of the Right Issue Committee, the Company has allotted 60,007,121 equity shares
of Rs. 5 each at a premium of Rs. 79 per share. The Company has called Rs. 21 per share on application, Rs. 29.40 per share
on first call and Rs. 33.60 per share on final call on the allotted shares. The rights issue resulted in an increase in the equity share
capital by Rs. 2,940.16 lakhs and securities premium by Rs. 46,454.50 lakhs. As on 31 March, 2010, there were 1,979,148 partly
paid shares in respect of which calls were in arrears
ii. The Company has incurred expenses of Rs. 1,629.58 lakhs (Rs 406.53 lakhs upto 31 March, 2009) in connection with the rights
issue of equity shares. This amount has been set off against the securities premium arising from the issue of shares on rights basis,
as permitted under Section 78 of the Companies Act, 1956.
iii. The proceeds from the rights issue of equity shares aggregated to Rs. 49,439.31 Lakhs. Of these, Rs. 17,129.58 Lakhs have been
utilised for the purposes stated in the “Letter of Offer”. The balance of Rs. 32,309.73 Lakhs has been deployed in mutual funds/
banks and an amount of Rs. 44.66 Lakhs was refundable as at the year end.

6. Equity Warrants
The Company, in its extra ordinary general meeting held on 6 October, 2007, approved the issue and allotment of 5,000,000 convertible
warrants (the warrants) of Rs. 796 each in accordance with the provisions of Securities and Exchange Board of India (Disclosures and
Investor Protection) Guidelines, 2000 to network18 India Holdings Private Limited (N-18 Holding), a fellow subsidiary of the Company.
The Company allotted the warrants on 10 October, 2007 pursuant to which the Company received Rs. 398 million being 10% of the total
amount of Rs. 3,980 million in respect thereof.
As per the terms of allotment each warrant is convertible into one fully paid up equity share of face value of Rs. 5 each at a premium of
Rs. 791 per share on exercise of the option to convert the warrant into an equity share and is to be further adjusted for corporate actions
such as bonus issue, right issue etc.
Subsequent to the bonus issue of 1:1, declared in the AGM of the Company held on 7 September, 2007 (record date 18 October,

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2007), warrants held by N-18 Holding are convertible into two fully paid up equity shares of face value of Rs. 5 each at a premium of
Rs. 393 per share on exercise of the option to convert the warrants into equity shares. N-18 Holding had exercised the option to convert
2,500,000 warrants and 50,000 warrants during the year ended 31 March 2008 and 31 March 2009 respectively and the Company had
issued 5,100,000 fully paid up equity shares of Rs. 5 each at a premium of Rs. 393. Further, N-18 Holding indicated its unwillingness
to exercise the option to convert the balance 2,450,000 warrants into equity shares due to adverse market conditions. Consequently
Rs. 195.02 million representing 10% of the amount received pursuant to the allotment of such warrants was forfeited and transferred to
capital reserve during the previous year.
7. Operational outlook
The Group has incurred operating losses of Rs. 1,172.07 million during the year ended 31 March, 2010. These losses mainly arose
due to losses in the Infomedia Group, Web Group and in Newswire.
During the year, the Infomedia has raised equity vide rights issue to augment its equity. The Infomedia Group is in the process of
restructuring its businesses. Accordingly, new lines of business are being added, which along with consolidation of existing products
and introduction of new products in the publishing segment are expected to improve the revenues of Infomedia Group. Further, the
Infomedia Group is also in the process of introducing new technologies in its product offering, so as to cater to newer markets and
de-risk the revenue streams. Infomedia has also entered in to a Share Purchase Agreement (‘SPA’) with Knowledgeworks Global
Private Limited, a Cenveo Inc. company, in May 2010 to sell its entire equity stake in its four subsidiaries carrying on the Publishing
BPO business which would result in significant cash flows to Infomedia during the year to end 31 March, 2011. The SPA is subject to
necessary approvals.
The Web Group is currently implementing a plan to increase turnover, improve profitability and the financial position of the Web Group.
The Web Group has been in investment mode in last few years and has incurred substantial product development and promotional
expenses. Further, there has been an infusion of equity during the current year.
Newswire has incurred operating losses during the year ended 31 March, 2010 and there has been an erosion in its net worth.
Management expects to achieve operational break even and to generate profits in due course.
8. A. Investment in Infomedia 18 Limited
a. The Company, I-Ven Interactive Limited (‘I-Ven’), Infomedia 18 Limited (Infomedia) (formerly Infomedia India Limited) (‘Target
Company’) and India Advantage Fund – II (‘IAF II’), a trust constituted under the provisions of the Indian Trust Act, 1882,
had entered into a Share Purchase, Share Subscription and Warrant Subscription Agreement dated 11 December, 2007
(‘agreement’). As at the date of the agreement, the Target Company was a subsidiary of I-Ven and is listed on the Bombay Stock
Exchange Limited (‘BSE’) and the National Stock Exchange of India Limited (‘NSE’). Further, as at the date of the agreement,
I-Ven held 12,396,999 equity shares of the Target Company representing 62.73% of the outstanding equity shares of the Target
Company. As per the terms of the agreement, subject to statutory and regulatory clearances:
i. The Company agreed to purchase from IAF II such number of fully paid up equity shares of I-Ven (‘sale shares’) which would
transfer to the Company an economic interest of 40% of the issued and paid up equity shares of the Target Company. In
addition, the Company agreed to subscribe to and I-Ven agreed to issue and allot a stipulated number of fully paid up equity
shares (‘subscription shares’) of I-Ven. As at the year ended 31 March, 2008, the Company had not purchased/subscribed
to the above mentioned shares and had a commitment of Rs. 1,779 million as at the year ended 31 March, 2008, in respect
of the above. Pursuant to the agreement, the said consideration was to be placed in an escrow account pending which the
Company was to provide for interest, at the rate of 14 % per annum compounded monthly.
ii. It was envisaged that the Company would make an offer (‘offer’) as per the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations 1997 to the shareholders of the Target Company for
acquiring up to 20% of the voting capital of the Target Company. In the event, the Company is not able to acquire an
economic interest of 53% of the issued and paid up equity shares of the Target Company after the offer and purchase of
sale shares, IAF II agreed to sell additional equity shares (‘subsequent sale shares’) of I-Ven to the Company to ensure that
the Company acquires an economic interest of 53% in the issued and paid up equity capital of the Target Company.
The offer closed on 28 April, 2008 and the Company acquired 720,931 equity shares (face value Rs. 10 each) at an
aggregate cost of Rs. 170.86 million representing 3.63% of the voting capital of the Target Company pursuant to such
offer.
iii. The Target Company agreed to issue 5,000,000 warrants (‘warrants’) to the Company, in accordance with Securities and
Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000 – Guidelines for Preferential Issues. The
warrant consideration price was fixed at Rs. 237 per warrant. Each warrant was convertible into one fully paid up equity
share of Rs. 10 each of the Target Company on exercise of options and on payment of the stipulated warrant exercise price.
The option was exercisable during a period of 18 months from the date of allotment of warrants that is 7 February, 2008.
During the year ended 31 March, 2008, the Company had paid 10% of the consideration price i.e. Rs. 23.70 per warrant
aggregating to Rs. 118.50 million to the Target Company and 5,000,000 warrants were allotted to the Company.
b. Further on 21 August, 2008:
i. IAF II agreed to transfer 5,451,900 shares of I-Ven held by it to the Company.
ii. The Company agreed to subscribe to and pay for 2,775,566 shares of I-Ven, being the subscription shares, at a fair value
determined as Rs. 216.17 per share.
As at 31 March, 2009, the Company had purchased/subscribed to 8,227,466 shares i.e 63.98% of the issued and paid up
equity shares of I-Ven amounting to Rs. 1,778.55 million. Further the Company had taken control of the Board of Directors
of Infomedia on 21 August, 2008.
The Company had also paid interest amounting to Rs. 98.66 million (Previous year Rs. 57.22 million) during the year ended
31 March, 2009 for acquisition of Infomedia.
c. The Company had decided to not subscribe to the warrants at the aforementioned consideration price subsequent to the year
ended 31 March, 2009, in view of the market conditions, and had accordingly written off its investment in 5,000,000 partly
paid convertible equity warrants amounting to Rs. 118.50 million as per the principles laid down under Accounting Standard
Contingencies and Events Occurring After Balance Sheet Date’ during the year ended 31 March, 2009.

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d. A scheme of arrangement to merge I-Ven into Infomedia had been filed with the Hon’ble High Court of Bombay on 18 February,
2009. The scheme became effective from 25 August, 2009 and I Ven Interactive Limited merged with Infomedia 18 Limited on
the effective date. The Company had been allotted 7,894,052 equity shares of Rs. 10 each of Infomedia 18 Limited in exchange
of 8,227,466 equity shares of Rs. 10 each held in I-Ven Interactive Limited. Consequently, the Company’s direct holding in
Infomedia 18 Limited increased to 43.32% of the equity share capital.
e. Infomedia 18 Limited has made a rights issue of equity shares of Rs. 10 each at a premium of Rs. 23.50 per share aggregating
to Rs. 9,989.89 lakhs to the existing shareholders of Infomedia 18 Limited. The rights issue opened on 29 December, 2009 and
closed on 15 January, 2010. The Company subscribed to 15,298,078 equity shares at Rs. 33.50 per share (face value of Rs
10 per share at a premium of Rs 23.50 per share) amounting to Rs. 5,124.86 lakhs in the right’s issue and its direct holding in
Infomedia further increased to 48.11% as at the year end.

B. Investment in Media Venture Capital Trust-II (MVCT)


The shareholders of the Company vide postal ballot resolutions dated 12 September, 2006 and 16 July, 2007 permitted the
Company to take an indirect equity exposure in a venture capital trust structure post which the Company executed a trust deed
to form the Media Venture Capital Trust-II (‘MVCT’). The objective of the Trust is to make strategic investments in businesses
including in the media and entertainment industry through companies/special purpose vehicles (SPVs). The Company also entered
into a co-investment agreement with Mr. Raghav Bahl, the promoter, who has guaranteed a minimum stipulated rate of return on
the investment over a specified period. The investment in MVCT as at 31 March, 2010 was Rs. 2,721.20 million (Previous year
Rs. 2,481.80 million) as against the limit of Rs. 4,000 million approved by the shareholders. MVCT directly or through companies/
SPVs has invested in various companies which are at different stages of start up/ operations. Management has reviewed the
business plans/financial statements/valuations of these companies. Based on management’s evaluation of these companies’
current operations and future business plans management is of the view that these investments will yield reasonable returns post
the gestation period. Other income includes Rs. Nil (Previous year Rs. 95 million) pertaining to dividends from units of MVCT.

9. A. Investment in ibn18 Broadcast Limited


The Company through its subsidiary RVT Investments Private Limited (RVT) had acquired 15,000,000 convertible warrants of
Rs. 102 each in ibn18 Broadcast Limited (IBN) on a preferential basis in accordance with Securities and Exchange Board of India
(Disclosure and Investor Protection) Guidelines, 2000. Each warrant is convertible into one fully paid equity share of Rs. 2 each.
RVT had paid Rs. 153 million being 10% of the total consideration as per the terms of allotment. During the year ended 31
March, 2009, subsequent to payment of balance 90% consideration of Rs. 1,377 million, 12,500,000 warrants were converted into
12,500,000 fully paid equity shares of Rs. 2 each. The option to convert the balance 2,500,000 warrants into equity shares of Rs. 2
each was yet to be exercised as on 31 March, 2009.
During the current year, RVT exercised the option to convert the balance 2,500,000 warrants into equity shares of Rs. 2 each. This
has resulted in an increase in the stake of RVT in the paid up share capital of IBN to 21.17% (Previous year 20.07%). Further, RVT
has applied for issue of 11,536,848 equity shares of Rs. 2 each of ibn18 Broadcast Limited at a premium of Rs. 91.50 on rights
basis. RVT has paid Rs. 357,626,788 towards application money at Rs. 31 per share.
Of the 12,500,000 equity shares received on conversion of warrants during the previous year 8,502,131 equity shares have a lock
in period of three years from the date of allotment.

B. Acquisition of Big Tree Entertainment Private Limited


On 1 March, 2007, Web Group had entered into a business purchase agreement with Big Tree Entertainment Private Limited
(Big Tree) and the promoters of Big Tree to acquire 60% post issue equity share capital in Big Tree. The said share capital was
acquired by way of subscription of 8,548 partly paid up equity shares issued by Big Tree and purchase of 2,581 fully paid up equity
shares from the promoters for Rs. 145 million (USD 3.21 million). The agreement also provided for a further consideration of
Rs. 50 million (USD 1.11 million) to be paid to Big Tree for the partly paid up shares if Big Tree’s current account bank balance fell
below Rs. 10 million (USD 0.22 million). Of this Rs. 36.5 million (USD 0.81 million) has been paid until 31 March, 2010.
Further, as per the business purchase agreement, the promoters of Big Tree have the following options to require the Group to
subscribe for:
a. Additional 5% post issue equity shares on the expiry of 18 months from the completion date for a consideration amounting to
Rs. 37.5 million (USD 0.83 million); and
b. Additional 5% post issue equity shares on the expiry of 24 months from the completion date. for a consideration amounting to
Rs. 37.5 million (USD 0.83 million).
The above options have not been exercised and accordingly there has been no further subscription in the equity share capital
of Big Tree as at the year end.

C. Acquisition of Care Websites Private Limited


Web Group had purchased 90% equity shares of Care Websites Private Limited on 18 August 2006 from the existing shareholders
on that date for a consideration of Rs. 17 million (USD 0.37 million). The balance 10% shares have a put / call option after 30
months from 18 August, 2006 at higher of the following:
Rs. 2,222,222 (USD 0.05 million) or proportionate value of the balance interest based on an enterprise valuation computed as
higher of the following valuation bases:
i) 2.5 times of net revenues of the business for the 12 month period immediately preceding the month in which the option is
exercised.
ii) 15 times of net profits after taxes of the business for the 12 month period immediately preceding the month in which the option
is exercised.
The above put/ call options have not been exercised as at the year end.

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D. Acquisition of Cricketnext.com
On 2 December, 2006, the Web Group entered in to a Business Transfer Agreement (BTA) and acquired the brand
cricketnext.com for a consideration of Rs 10 million (USD 221,533), which has been capitalised as an intangible asset.
The Group is required to pay additional consideration at the end of 24 months and 48 months from the date of acquisition,
based on specified revenue and earning targets. The future payments are recorded as additional purchase price when
the contingency is resolved and amortised over the remaining useful life of the brand. Such additional consideration as at
31 March, 2010 was Rs. 4,483,569 (USD 99,325).
E. Joint Venture
Web Group had invested in 50% of the equity share capital of JobStreet.com India Private Limited on 15 November, 2006.
During the current year, the Group entered into an agreement dated 11 March, 2010 for sale of its investment in JobStreet.Com
India Private Limited to the joint venture partner, Jobstreet.Com Pte Limited, Singapore. The sale consideration comprises of:
a. Cash consideration of USD 126,501 i.e. approximately Rs. 5,710,255; and
b. 25% of the account receivable and tax deducted at source (TDS) balances as at 31 December 2009 that will be collected by 30
June, 2010.
Collections made in respect of account receivable and TDS balances from 1 January, 2010 to 31 March, 2010 aggregate to USD
28,831 i.e. Rs. 1,301,431. Accordingly, 25% of such collections amounting to USD 7,207 i.e. approximately Rs. 325,324 have
also been considered as a part of the sales consideration. Future collections in respect of the above mentioned balances will be
recorded in the books of account when the contingency pertaining to such collections is resolved.
F. Acquisition and Disposal of Ambit Capital Private Limited
On 24 July, 2007, the Web Group acquired 35% equity stake in Ambit Capital Private Limited for a consideration of USD 1,263,482
i.e. approximately Rs. 50.50 million. On 20 March 2008, the Group sold 34.5% of its stake in Ambit Capital Private Limited for a
consideration of USD 1,019,944 i.e. approximately Rs. 40.77 million. On 5 January, 2009 the Group sold the remaining stake in
Ambit Capital Private Limited for a consideration of USD 276,756 i.e. approximately Rs. 13.39 million. The investment in Ambit
Capital Private Limited has been accounted for under the equity method from the date of allotment of shares i.e. 24 July 2007 to the
date of divestment of equity shares below 20% i.e. 20 March, 2008.
G. Business Transfer Agreement with Burrp! Software Private Limited
Infomedia entered into a Business Transfer Agreement with Burrp! Software Private Limited (“Burrp”) for acquiring the specified
business of Burrp as a going concern on a slump sale basis for a lump sum consideration of Rs. 42,550,000 from 15 March, 2009.
The said consideration was allocated on an estimated basis as under:

Particulars Amount (Rs.)

1. Intangible assets 40,422,500


2. Computers 2,127,500
42,550,000
H. Investments held for disposal
Television Eighteen Mauritius Limited, Mauritius incorporated two wholly owned subsidiaries B K Holdings Limited, Mauritius and
Capital 18 Limited, Mauritius for making investments in certain media companies. Investment made by TEML in B K Holdings
Limited, and Capital 18 Limited, were intended for subsequent disposal.
TEML entered into separate agreements to dispose off its entire holding in these two entities. In view of the temporary control of
TEML in these two entities, financials of these entities have not been included for consolidation.
10. i) During the year, Infomedia 18 Limited (Infomedia) has made an issue of equity shares on rights basis in the ratio of three equity
shares for every two equity shares held on the record date. The rights issue consisted of 29,827,655 equity shares issued at a
premium of Rs.23.50 per equity share aggregating to Rs. 998,989,062. The issue opened on 29 December, 2009 and closed on 15
January, 2010 and was fully subscribed.
ii)   Infomedia has utilised an aggregate sum of Rs. 778,989,062 towards the purposes as stated in the prospectus filed for the offer of
shares on rights basis, from the proceeds of the rights issue of equity shares of Rs. 33.50 each. The unutilised funds of approximately
Rs. 220,000,000 are deployed in Liquid Mutual Funds disclosed as Current Investments in the Balance sheet.
iii) Infomedia has incurred expenses of Rs. 213.25 lakhs in connection with the rights issue of equity shares. This amount has been set
off against the securities premium arising from the issue of shares on rights basis, as permitted under Section 78 of the Companies
Act, 1956.
11. Pre-operative expenses
Miscellaneous expenditure includes Pre-operative expenses aggregating to Rs. 35.93 million (Previous year Rs. 30.21 million) relating
to iNews.com Limited as the Company had not commenced operations until 31 March, 2010.
12. Capital commitments, contingent liabilities and litigation
a. Estimated amounts of contracts remaining to be executed on capital account (net of advances) Rs. 24.82 million (Previous year Rs.
20.94 million).
b. Claims against the Parent, Infomedia and its subsidiaries (Infomedia Group) not acknowledged as debts include demands raised by
Income Tax authorities Rs. 84.93 million (Previous year Rs. 82.47 million) and Rs. 40.46 million (Previous year Rs. 158.63 million)
respectively. Amounts deposited by the Parent against claims - Rs. 82.41 million (Previous year Rs. 69.38 million). No provision has
been made in the accounts for these demands as the Group expects a favourable decision in appeal.
c. Sales tax / Works contract tax matters disputed by the Infomedia Group relating to issues of applicability, allowability, etc. aggregate
to Rs. 6.62 million (Previous year Rs. 4.84 million). No provision has been made in the accounts for these demands as in the opinion
of management no material liability is likely to arise on account of such matters.

99
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)
d. Value Added Tax (VAT) matters disputed by the Infomedia Group with VAT authorities relating to issues of allowability aggregating
to Rs. 1.78 million (Previous year Nil). The Infomedia Group has made an appeal on this issue with appellate authorities.
e. In respect of Infomedia Group, third party claims relating to compensation before Monopolies and Restrictive Trade Practices
Commission aggregate to Rs. 20 million (Previous year Rs. 20 million) net of tax Rs. 13.27 million (Previous year Rs. 13.27
million). The matter is pending for final hearing. No provision has been made in the accounts for these demands as in the opinion
of management no material liability is likely to arise on account of such claims.
f. In respect of the Infomedia Group a standby Letter of Credit has been issued for GBP Nil (Previous year GBP 0.02 million), in favour
of Barclays Bank Plc, towards banking facilities used by Glyph International UK Limited (formerly Keyword Group Limited).
g. Guarantees given by banks on behalf of the Parent outstanding at year end Rs. 37.77 million (Previous year Rs. 14.99 million). Bank
guarantee given by Infomedia Group to Bombay Stock Exchange (‘BSE’) towards issue of Equity shares on rights basis amounting to
Rs. 5 million (Previous year Nil). Share in corporate guarantees given by an associates amounts to Rs. 57.69 million (Previous year
54.66 million).
h. The Parent and its subsidiary iNews.com Limited have extended corporate guarantee amounting to Rs. 50.90 million (Previous
year Rs. 50.90 million), in favour of ICICI Home Finance Company Limited in consideration of loan facility extended by ICICI Home
Finance Company Limited to the employees of the Parent. As at the year end, Rs. 47.92 million (Previous year Rs. 48.28 million)
was outstanding in respect of such loans.
i. The Parent has given corporate guarantee of Rs. 320 million (Previous year Rs. 320 million) towards fund based/non - fund based
credit facility given by ICICI Bank Limited to ibn18 Broadcast Limited (formerly Global Broadcast News Limited). As at the year end,
Rs. 120 million (Previous year Rs. 200 million) was outstanding in respect of such loans.
j. The Parent has extended corporate guarantees of USD 25 million i.e. approximately Rs. 1,128.50 million (Previous year USD 25
million i.e. approximately Rs. 1,273.75 million) to The Hongkong and Shanghai Banking Corporation Limited for loans taken from
Kingfisher Capital CLO Limited, by Capital 18 Limited, a company incorporated in Mauritius and a step down subsidiary of the
Company. As at the year end, USD 25 million, i.e., approximately Rs. 1,128.50 million (Previous year Rs. 1,273.75 million) was
outstanding in respect of such loans.
k. The Parent has extended corporate guarantee of USD 85 million, i.e., approximately Rs. 3,836.90 million (Previous year Rs.
4,330.75 million) to ICICI Bank Canada for BK Holdings Limited, a company incorporated in Mauritius and a step down subsidiary
of the Company. As at the year end, USD 80 million, i.e., Rs. 3,611.20 million (Previous year Rs. 4,076 million) was outstanding in
respect of such loans.
l. The Company has extended corporate guarantee of USD 40 million, i.e., approximately Rs. 1,805.60 million (Previous year USD
40 million, i.e., approximately Rs. 2,038 million) to Viacom 18 Media Private Limited (Viacom) (formerly MTV Networks India Private
Limited) for and on behalf of BK Holdings Limited, Mauritius in respect of investments to be made by BK Holdings Limited. Further,
as at the year end USD 10 million, i.e., approximately Rs. 451.40 million (Previous year USD 25 million, i.e., approximately Rs.
1,273.75 million) was outstanding in respect of such committed investments.
m. The Parent and an associate have purchased fixed assets under the ‘Export Promotion Capital Goods Scheme’. As per the terms
of the license granted under the scheme, the Company/ associate have undertaken to achieve an export commitment of Rs. 398.34
million (Previous year Rs. 398.34 million) and Rs. 156.79 million (Previous year Rs. 148.57 million) respectively over a period of
8 years, which expire over the period 7 August, 2013 to 13 November, 2014. In the event the Company/associate are unable to
execute the export obligations, the Company shall be liable to pay customs duty of Rs. 23.51 million (Previous year Rs. 26.47
million) and share in the customs duty liability of the associate would be Rs. 19.60 million (Previous year Rs. 18.57 million) along
with interest on the same at the rate of 15 per cent compounded annually in the event of non fulfillment of the export obligations.
The Company has fulfilled its export obligations of Rs. 351.32 million and has made an application to the Director General of Foreign
Trade for issuance of the export obligation discharge certificates (EODC). Subsequent to the year end, the Company has received
EODC aggregating to Rs. 233.77 million and approval for the balance was awaited. The associate is hopeful of meeting the export
obligation of Rs. 24.41 million (Previous year Rs. 23.13 million).
n. Mr. Victor Fernandes and other (“plaintiffs”) had on 25 August, 2006 filed a suit as derivative action on behalf of e-Eighteen.com
Limited before the High Court of Bombay against Mr. Raghav Bahl, Television Eighteen India Limited (TV18) and other TV18
group entities. The plaintiffs are minority shareholders of e-Eighteen.com Limited and have alleged that Mr. Raghav Bahl, TV18,
ICICI Global Opportunities Fund and e-Eighteen.com Limited had entered into a subscription cum shareholders agreement dated
12 September, 2000 under which Mr. Raghav Bahl and TV18 had inter alia undertaken that any opportunity offered to them shall
only be pursued or taken up through e-Eighteen.com Limited or its wholly owned subsidiaries. The plaintiffs have alleged that Mr.
Raghav Bahl and TV18 have promoted and developed various businesses through various entities which should have under the
aforesaid agreement rightfully been undertaken by e-Eighteen.com Limited or its wholly owned subsidiaries. The plaintiffs have
alleged that by not doing so Mr. Raghav Bahl and TV18 have caused monetary loss to e-Eighteen.com Limited as well as to the
plaintiffs. The plaintiffs have valued their claim in the suit at Rs. 31,140.60 million and have inter alia prayed that Mr. Raghav Bahl,
TV18 and other TV18 group entities be ordered to transfer to e-Eighteen.com Limited all their businesses, activities and ventures
along with all assets and intellectual property. The plaintiffs had filed a notice of motion on 18 September, 2006 seeking ad interim
relief. A reply had been filed with the Bombay High Court on 14 November, 2006. The said notice of motion was dismissed on 8
August, 2008 against which the plaintiffs have filed an appeal before the division bench of the Bombay High Court. The said appeal
is pending for hearing and final disposal.
Based on the legal advice by the legal counsel, management is of the view that the above claim made by the plaintiffs is unlikely to
succeed and has accordingly made no provisions in the financial statements.
o. The Group has received legal notices of claims, lawsuits and proceedings filed against it which arise in the ordinary course of the
business and relating to monetary loss and defamation suits in relation to the news content broadcast by the Company and /or
TV18 group entities (the aggregate claim in respect of the latter being Rs. 3,100 million) (Previous year Rs. 3,100 million). Further,
the share in the contingent liability of an associate amounted to Rs. 5.10 million (Previous year Rs. 1,151.27 million). In the opinion
of the management, no material liability is likely to arise on account of such claims/law suits in relation to its financial position, or
results of operations.

100
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)
p. The Group’s share in the contingent liability of a joint venture of an associate in respect of claims not acknowledged as debts
amounted to Rs. 0.20 million and guarantees amounted to Rs. 0.11 million as at the year end.

13. Zero Coupon Secured Partly Convertible Debentures (ZCSPCD)


The Company had, during the year ended 31 March, 2003, issued 895,546 ZCSPCD of face value of Rs. 150 each for cash at par on right
basis to the existing equity shareholders of the Company in the ratio of 1 ZCSPCD for every 13 equity shares held. Rs. 20 of the ZCSPCD
was to be converted into two equity shares of Rs. 10 each. Accordingly, the Company had allotted 1,791,092 shares to the ZCSPCD
holders. The balance of Rs. 130 was to be redeemed together with a premium of 25% of the value redeemed in four annual installments
commencing from the end of the third year of the issue date. The premium on debentures is charged to the share premium account.
Year Principal amount per Principal Redemption pre- Premium amount Total redemption
ZCSPCD % mium per ZCSPCD amount per ZCSPCD
(Rs.) % (Rs.) (Rs.)
3 19.50 15 25 4.88 24.38
4 19.50 15 25 4.88 24.38
5 19.50 15 25 4.88 24.38
6 71.50 55 25 17.88 89.38
Total 130.00 32.52 162.52
The ZCSPCDs holder’s interest in respect of redemption thereof, all costs, charges, expenses and other monies were secured by way
of an exclusive charge on land and first pari passu charge on the other fixed assets of the Company.
The first, second and third installments of redemptions were paid in February 2006, March 2007 and February 2008 respectively. The
fourth and final installment of Rs. 80.04 million (comprising principal Rs. 64.03 million and premium Rs. 16.01 million) was paid during
the year. Further, Rs. 114.01 million was transferred out of the debenture redemption reserve on redemption of debentures during the
previous year ended 31 March 2009.

14. Secured Loans


a. Cash credit/Working capital demand loan (WCDL) of Rs. 695.76 million with banks are secured by:
i. Out of the above, Rs. 498.58 million is secured by first charge on all current assets of the Parent, on pari passu basis with others
working capital lenders;
ii. Out of the above, Rs. 93.74 million is secured by pari passu first charge on all current assets and second pari passu charge on
all Fixed assets of the Infomedia Group, further secured by corporate guarantee from Network18 Media & Investments Limited
(‘Network 18’);
iii. Out of the above, Rs. 54.60 million is secured by first pari passu charge on all current assets (present and future) and on
movable and immovable fixed assets of the Infomedia Group;
iv. Out of the above, Rs. 48.84 million is secured by first charge on all current assets of e-Eighteen.com Limited and by personal
guarantee of Managing Director of the Parent;
b. Term loans from banks as on 31 March, 2010 amounted to Rs. 1,530.78 million:
i. Out of the above, Rs. 12.14 million is secured by first charge on pari passu basis on the Company’s movable fixed assets
(except for the fixed assets specifically charged to other lenders);
ii. Out of the above, Rs. 500.00 million is secured by subservient charge on movable fixed assets and is also supported by a letter
of comfort provided by Mr. Raghav Bahl;
iii. Out of the above, Rs. 576.91 million is secured by way of first charge on the assets financed out of the loan and is also supported
by way of pledge of shares held by the promoters/ group entities and personal guarantee of Mr. Raghav Bahl;
iv. Out of the above, Rs. 131.25 million is secured by way of first charge on all fixed and current assets of the Company, both
movable and immovable, present and future and is also secured by way of pledge of shares in subsidiary of Infomedia.
v. Out of the above, Rs. 119.05 million is secured by first exclusive charge/ mortgage on all immovable and moveable assets of the
Company and second charge on all existing fixed assets of the Company and is collaterally secured by corporate guarantee of
Network18 Media & Investments Limited;
vi. Out of the above, Rs. 191.43 million is secured by way of first charge on all fixed assets and currents assetsof Newswire 18
limited and is additionally secured by a corporate guarantee from Network18 Media & Investments Limited.
c. Other loans from banks amounting to Rs. 11.32 million are secured by hypothecation of vehicles financed by them.
d. Term Loans from others as on 31 March, 2010 amounted to Rs. 776.62 million:
i. Out of the above, Rs. 766.60 million is to be secured by hypothecation of equipment purchased out of the loan and is collaterally
secured by way of pledge of shares by the promoters/ group entities , personal guarantee of the Managing Director of the
Company and corporate guarantee of Network18 Media & Investments Limited;
ii. Out of the above, Rs. 10.02 million is secured by way of a first charge on the buildings financed out of the loans.

15. Employee Stock Option and Stock Purchase Plan


a. Television Eighteen India Limited Employee Stock Option Plans
The Company has established several employee stock option plans (ESOPs) in accordance with the Securities and Exchange
Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 which have been
approved by the Board of Directors and the shareholders. The details are as given below:
 Television Eighteen India Limited Stock Option Plan 2002 (ESOP 2002)
 Television Eighteen India Limited Employees Stock Option Plan 2003 (ESOP 2003)
 Television Eighteen India Limited Employee Stock Option Plan 2004 (ESOP 2004)
 Television Eighteen India Limited Senior Employee Stock Option Plan 2004 (Senior ESOP 2004)

101
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)
 Television Eighteen India Limited Long Term Retention Employee Stock Option Plan 2005 (Long Term Retention ESOP 2005)
 Television Eighteen India Limited Employee Stock Option Plan 2005 (ESOP 2005)
 Television Eighteen India Limited Strategic Employees Stock Option Plan 2005 (Strategic Acquisition ESOP 2005)
 Television Eighteen India Limited Employees Stock Option Plan 2006 (ESOP 2006)
 Television Eighteen India Limited Employees Stock Option Plan A 2007 (ESOP (A) 2007)
 Television Eighteen India Limited Employees Stock Option Plan B 2007 (ESOP (B) 2007)
 Television Eighteen India Limited Employees Stock Option Plan 2007 (ESOP 2007)
A compensation committee comprising independent members of the Board of Directors administers the ESOPs. All options under
the ESOPs are exercisable for equity shares. The Company had declared a bonus issue of 1:1 in the AGM of the Company on 7
September, 2007 with record date of 18 October, 2007. Prior to the bonus issue, each option was exercisable for one Rs. 5 fully
paid up equity share of the Company on payment of the exercise price. Subsequent to the bonus issue each option is exercisable
for two Rs. 5 fully paid up equity shares of the Company on payment of the exercise price.
The Company had given a postal ballot notice dated 19 December, 2008 to its shareholders pursuant to Section 192A of the
Companies Act, 1956 for the approval of modifications relating to exercise price and vesting of options under the ESOP (A) 2007,
ESOP 2005, ESOP 2004 and Senior ESOP 2004 plans. Further the number of options authorised to be granted under the ESOP
2007 were proposed to be increased from 2,542,438 to 10,000,000 options. The result of the postal ballot was announced on 2
February, 2009 whereby the aforesaid modifications were duly approved by the shareholders of the Company.
Consequent to the modifications that occurred after the vesting date of certain options the deferred employee compensation amount
increased by Rs. 35.41 million which is being amortised over the additional vesting period. This incremental intrinsic value granted
had been determined based on the intrinsic value of the modified stock options and that of the original stock options both estimated
as on the date of the modifications.
The impact of the modifications as on the date of modification is summarised below:
Plans As per original plan As per modified plan
ESOP 2004
Weighted average price of options outstanding 51.94 27.58
Weighted average remaining contractual life 1.38 3.55
Senior ESOP 2004
Weighted average price of options outstanding 55.23 49.24
Weighted average remaining contractual life 2.24 3.62
ESOP 2005
Weighted average price of options outstanding 214.31 20.00
Weighted average remaining contractual life 1.89 2.85
ESOP (A) 2007
Weighted average price of options outstanding 221.31 5.00
Weighted average remaining contractual life 2.51 3.85
b. Senior Employee Stock Awards (Stock Appreciation Right) Plan 2005
During 2005-2006 the Company had established the Stock Appreciation Right Plan 2005 (Senior Employee Stock Award Plan) (‘SAR’)
for compensation to the employees whereby the Company in its extraordinary general meeting held on 25 July, 2005 had approved a
grant of upto 300,000 awards to eligible employees. During the earlier years, the Company had granted 299,995 awards representing
140,998 options which had vested as on 31 March, 2007. Pursuant to the scheme, the employees have a right to receive such
numbers of fully paid up equity shares of Rs. 5 of the Company whose market value matches with the amount of increase due to
appreciation in share price during the date of grant and date of exercise of the awards. Upto 31 March, 2008, of the 140,998 options the
Company issued 91,650 shares to employees on the exercising of the options. During the year ended 31 March, 2009 the Company
had issued 36,808 shares under this scheme, and the balance 12,540 options had lapsed during the previous year.
The salient terms of ESOPs schemes/ revised ESOPs schemes and SAR of the Company are set out hereunder:
Particulars ESOP 2002 ESOP 2003 ESOP 2004 Senior ESOP 2004
Year in which scheme was established 2002-03 2003-04 2004-05 2004-05
Number of options authorised to be granted 700,000 700,000 700,000 840,000
700,000 700,000 700,000 840,000
Exercise price* (See note 1) Rs. 5 per op- 95% of market The exercise price The exercise price is
tion. value on grant is to be decided by to be decided by the
date. the compensation compensation com-
committee, such that mittee, and is not to
the exercise price is be less than the par
not less than the par value of the shares
value of the shares of the Company and
of the Company not more than the
and not more than price prescribed un-
the price prescribed der Chapter XIII of
under Chapter XIII of SEBI (Disclosure and
SEBI (Disclosure and Investor Protection)
Investor Protection) Guidelines, 2000.
Guidelines, 2000. The relevant date will
The relevant date will be the date of grant
be the date of grant.

102
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

Particulars ESOP 2002 ESOP 2003 ESOP 2004 Senior ESOP 2004
Vesting date* After one year After one year Option to vest after Option to vest after
(See note 1) from the date from the date of one year from the one year from the
of grant of op- grant of options. date of grant within date of grant within
tions. such period not ex- such period not ex-
ceeding ten years as ceeding ten years as
may be determined may be determined
by the compensa- by the compensation
tion committee. committee.
Vesting requirements One year’s One year’s ser- Three years of Two to four years of
service from the vice from the service from the service from the date
date of grant of date of grant of date of grant of of grant of option
option. option. option
Exercise period During two During one year During two years During a period of
years after after vesting after vesting date. two/three years from
vesting date. date. the vesting date
Un-granted options cancelled during the year - - - -
- - - -
*Note 1: The details of exercise price and vesting period prior to modifications are given below:
Particulars ESOP 2002 ESOP 2003 ESOP 2004 Senior ESOP 2004
Exercise price before modification N.A. N.A. 1. 50% of options 1. 50% of options
granted at 90% of granted at 90% of
market value on market value on
grant date; grant date;
2. Remaining 50% of 2. Remaining 50% of
the options granted the options granted
at a discount of Rs. at a discount of Rs.
125 on market value 100 on market value
on grant date. on grant date.
Vesting date before modification N.A. N.A. After three years 1. One third of op-
of service from the tions granted will vest
date of grant of op- after two years from
tions. the date of grant of
option ;
2. Remaining two
third of options grant-
ed will vest after four
years from the date
of grant of options.

Particulars Long Term Reten- ESOP 2005 Strategic Acquisition ESOP 2006
tion ESOP 2005 ESOP 2005
Year in which scheme was 2005-06 2005-06 2005-06 2006-07
established
Number of options authorised 350,000 1,260,000 840,000 1,000,000
to be granted 350,000 1,260,000 840,000 1,000,000
Exercise price* (See note 2) Market value on grant The exercise price is to be Rs. 100 per option. Rs. 5 per option.
date. decided by the compensation
committee, such that the
exercise price is not less than
the par value of the shares of
the Company and not more
than the price prescribed
under Chapter XIII of SEBI
(Disclosure and Investor
Protection) Guidelines, 2000.
The relevant date will be the
date of grant.
Vesting date* (See note 2) After four years from Option to vest after one year After one year from After two years from
the date of grant of from the date of grant within the date of grant of op- the date of grant of
options. such period not exceeding tions. options.
ten years as may be deter-
mined by the compensation
committee.
Vesting requirements Four years of service Three years of service from One year’s service Two years of ser-
from the date of grant the date of grant of option. from the date of grant vice from the date
of option. of option. of grant of option.

103
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

Particulars Long Term Reten- ESOP 2005 Strategic Acquisition ESOP 2006
tion ESOP 2005 ESOP 2005
Exercise period During two years During one year after vesting During one year after During one year
after vesting date. date. vesting date. after vesting date.
Un-granted options cancelled - - - -
during the year - - - -
*Note 2: The details of exercise price and vesting period prior to modifications are given below:

Particulars Long Term ESOP 2005 Strategic ESOP


Retention Acquisition 2006
ESOP 2005 ESOP 2005
Exercise price before N.A. 90% of market value on grant date. N.A. N.A.
modification
Vesting date before N.A. 1. One third of options granted will vest after one year N.A. N.A.
modification from the date of grant of options;
2. One third options granted will vest after two years
from the date of grant of options; and
3. One third options granted will vest after three years
from the date of grant of options.

Particulars ESOP (A) 2007 ESOP (B) 2007 ESOP 2007 SAR
Year in which 2006-07 2006-07 2007-08 2005-06
scheme was
established
Number of options/ 1,000,000 1,000,000 10,000,000 300,000
awards authorised 1,000,000 1,000,000 10,000,000 300,000
to be granted
Exercise price* (see
The exercise price is to be decided Rs. 5 per option. The exercise price will be Rs. 5
note 3) by the compensation committee, decided by the compensation
such that the exercise price is not committee such that the exercise
less than the par value of the shares price is not less than the par
of the Company and not more than value of the equity shares of the
the price prescribed under Chapter Company and not more than the
XIII of SEBI (Disclosure and price prescribed under Chapter
Investor Protection) Guidelines, XIII of SEBI (Disclosure and
2000. The relevant date will be the Investor Protection) Guidelines,
date of grant. 2000.
Vesting date* (See Option to vest after one year from 1. One sixth options After a minimum period of one Cliff vesting
note 3) the date of grant within such pe- granted will vest after year from the date of Grant. period of
riod not exceeding ten years as one year from the date of The vesting shall happen three years
may be determined by the com- grant of options; in one or more tranches as
pensation committee. 2. One sixth options may be decided by the ESOP
granted will vest after two Compensation Committee.
years from the date of
grant of options;
3. One sixth options
granted will vest after
three years from the date
of grant of options;
4. One sixth options
granted will vest after
four years from the date
of grant of options;
5. One sixth options
granted will vest after five
years from the date of
grant of options; and
6. One sixth options
granted will vest after six
years from the date of
grant of options.
Vesting require- One to four years of service from One to six years of Option to vest over such period, One to four
ments the date of grant of option. service from the date of in such manner and subject to years of
grant of option. conditions as may be decided service from
by the compensation committee the date of
provided the employee contin- grant of SAR
ues in service.

104
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

Particulars ESOP (A) 2007 ESOP (B) 2007 ESOP 2007 SAR
Exercise period During four years after vesting During four years after Exercise period will commence One year
date. vesting date. from the vesting date and ex- after vesting
tend upto the expiry period of date
the option as may be decided by
the compensation committee.
Un-granted options - - - -
cancelled during - - - -
the year
Un-granted options - - - -
- - 8,330,000 -
*Note 3: The details of exercise price and vesting period prior to modifications are given below:
Exercise price be- 75% of market value on grant N.A. N.A. N.A.
fore modification date.
Vesting date before 1. One fourth options granted will N.A. N.A. N.A.
modification vest after one year from the date
of grant of options;
2. One fourth options granted will
vest after two years from the date
of grant of options;
3. One fourth options granted will
vest after three years from the
date of grant of options; and
4. One fourth options granted will
vest after four years from the date
of grant of options.

c. Television Eighteen India Limited Employee Stock Purchase Plans (ESPP)


i. Television Eighteen India Limited Stock Purchase Plan 2003 (ESPP 2003)
During 2003-2004 the Company had established an Employee stock purchase plan (ESPP 2003) for compensation to employees
whereby the Company’s plan was to issue upto 700,000 shares to eligible employees. The offer price per share was 95% of
the market value of the shares as at the date of the offer. The Company had issued 667,016 shares under ESPP 2003 upto 31
March, 2007. During the year ended 31 March, 2008, pursuant to the approval of the shareholders it was decided to cancel the
issue of the remaining balance of the proposed 32,984 equity shares.
ii. Television Eighteen Employee Stock Purchase Plan 2007 (ESPP 2007)
During 2007-2008 the Company established an Employee stock purchase plan (ESPP 2007) for compensation to employees
whereby the Company’s plan was to issue upto 532,984 shares to eligible employees. The offer price shall be decided by the
compensation committee provided that the offer price shall not be less than the par value of the equity shares of the Company and
shall not be more than the price prescribed under Chapter XIII of SEBI (Disclosure and Investor Protection) Guidelines, 2000.
d. Details of option numbers and weighted average exercise prices
The details of options and weighted average prices are as given below:
Particulars ESOP 2002 ESOP 2004
Options Weighted Options Weighted
Average Price Average Price
(Numbers) (Rs.) (Numbers) (Rs.)
a. outstanding at the beginning 53,690 2.50 562,800 27.58
of the year  53,690 2.50 749,000 48.89
b. granted during the year - - - -
- - - -
c. exercised during the year  - - 206,500 20.00
- - 72,800 25.65
d. forfeited during the year - - 8,400 20.00
- - 113,400 48.66
e. expired during the year - - - -
- - - -
f. additions pursuant to bonus issue - - - -
- - - -
g. outstanding at the end of the year 53,690 2.50 347,900 32.26
53,690 2.50 562,800 27.58
h. exercisable at the end of the year 53,690 2.50 113,400 57.61
53,690 2.50 21,000 99.88

105
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

Particulars ESOP 2002 ESOP 2004


Options Weighted Options Weighted
Average Price Average Price
(Numbers) (Rs.) (Numbers) (Rs.)
i. number of equity shares of Rs. 5 each fully paid See note 1 N.A. 347,900 N.A.
up to be issued on exercise of option See note 1 N.A. 562,800 N.A.
j. weighted average share - N.A. 206,500 76.81
price at the date of exercise - N.A. 72,800 244.80
k. weighted average remaining - N.A. 2.36 N.A.
contractual life (years) - N.A. 3.55 N.A.

Particulars Senior ESOP 2004 Long Term Retention ESOP 2005


Options Weighted Options Weighted
Average Price Average Price
    (Numbers) (Rs.) (Numbers) (Rs.)
a. outstanding at the beginning of year 998,226 49.24 700,000 75.61
1,091,498 52.96 700,000 75.61
b. granted during the year - - - -
62 52.96 - -
c. exercised during the year 163,325 16.76 - -
93,330 33.24 - -
d. forfeited during the year - - - -
- - - -
e. expired during the year - - - -
- - - -
f. additions pursuant to bonus issue - - - -
- - - -
g. outstanding at the end of the Year 834,901 55.60 700,000 75.61
998,230 49.24 700,000 75.61
h. exercisable at the end of the year 391,329 50.81 - -
- - - -
i. number of equity shares of Rs. 5 each fully 834,901 N.A. 700,000 N.A.
paid up to beissued on exercise of option 998,230 N.A. 700,000 N.A.
j. weighted average share price at the 163,325 76.81 - N.A.
date of exercise 93,330 243.70 - N.A.
k. weighted average remaining contractual life 2.51 N.A. 1.56 N.A.
(years)
3.62 N.A. 2.56 N.A.

  Particulars ESOP 2005 Strategic Acquisition ESOP 2005


 
Options Weighted Options Weighted
Average Price Average Price
(Numbers) (Rs.) (Numbers) (Rs.)
a. outstanding at the beginning of the year   492,864 20.00 10,000 22.15
533,064 208.84 55,000 22.15
b. granted during the year - - - -
- - - -
c. exercised during the year   201,667 20.00 - -
- - 45,000 22.15
d. forfeited during the year 23,800 20.00 - -
40,200 141.72 - -
e. expired during the year - - - -
- - - -

106
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

  Particulars ESOP 2005 Strategic Acquisition ESOP 2005


 
Options Weighted Options Weighted
Average Price Average Price
(Numbers) (Rs.) (Numbers) (Rs.)
f. additions pursuant to bonus Issue - - - -
- - - -
g. outstanding at the end of the year   267,397 20.00 10,000 22.15
492,864 20.00 10,000 22.15
h. exercisable at the end of the year 267,397 20.00 10,000 22.15
- N.A. 10,000 22.15
i. number of equity shares of Rs. 5 each fully 267,397 N.A. 10,000 N.A.
paid up to be issued on exercise of option
492,864 N.A. 10,000 N.A.
j. weighted average share price 201,667 76.81 - N.A.
at the date of exercise
N.A. N.A. 45,000 244.80
k. weighted average remaining 1.85 N.A. - N.A.
contractual life (years)
2.85 N.A. 0.01 N.A.

  Particulars ESOP 2006 ESOP (A) 2007


 
Options Weighted Options Weighted
Average Price Average Price
(Numbers) (Rs.) (Numbers) (Rs.)
a. outstanding at the beginning 361,480 2.50 1,287,400 5.00
of the year  
509,280 2.50 1,490,500 221.31
b. granted during the year - - - -
- - - -
c. exercised during the year   - - 780,375 5.00
100,000 2.50 - -
d. forfeited during the year 58,460 2.50 65,550 5.00
47,800 2.50 203,100 221.31
e. expired during the year - - - -
- - - -
f. additions pursuant to bonus issue - - - -
- - - -
g. outstanding at the end of the year 303,020 2.50 441,475 5.00
361,480 2.50 1,287,400 5.00
h. exercisable at the end of the year 303,020 2.50 136,012 5.00
312,080 2.50 - -
i. number of equity shares of Rs. 5 each fully 303,020 N.A. 441,475 N.A.
paid up to be issued on exercise of option
361,480 N.A. 1,287,400 N.A.
j. weighted average share price at the - N.A. 780,375 76.81
date of exercise
100,000 58.60 - N.A.
k. weighted average remaining 0.00 N.A. 2.85 N.A.
contractual life (years)
0.79 N.A. 3.85 N.A.

107
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

  Particulars ESOP 2007 SAR


Options Weighted Options Weighted
Average Price Average Price
(Numbers) (Rs.) (Numbers) (Rs.)
a. outstanding at the beginning of the year   1,670,000 42.45 - -
- - 49,348 5
b. granted during the year - - - -
1,670,000 42.45 - -
c. exercised during the year   - - - -
- - 36,808 5
d. forfeited during the year - - - -
- - 12,540 5
e. expired during the year - - - -
- - - -
f. additions pursuant to bonus issue - - - -
- - - -
g. outstanding at the end of the year   1,670,000 42.45 - -
1,670,000 42.45 - -
h. exercisable at the end of the year - - - -
- - - -
i. number of equity shares of Rs. 5 each fully 1,670,000 42.45 - N.A.
paid up to be issued on exercise of option 1,670,000 42.45 - N.A.
j. weighted average share price - N.A. - N.A.
at the date of exercise - N.A. 36,808 56.10
k. weighted average remaining 5.63 N.A. - -
contractual life (years) 6.63 N.A. - -
There were no reportable details in respect of ESOP 2003, ESOP (B) 2007 and ESPP 2007.
Previous year figures are in italics.
Note: The equity shares pursuant to options granted under this scheme were allotted in the past and were administered through the TV18
Employee Welfare Trust. Accordingly, there has been no further allotment of equity shares pursuant to the exercise of these options.
B. Web 18 Holdings Limited
a) Web18 Holdings Limited Share Options Plan (ESOP Plan)
The employees of the Web Group have been granted options, which have been fully vested under the ESOP Plan of Web 18
Holdings Limited. Each option entitles the grantee to one Class B ordinary share of USD 0.00374 each at an exercise price of
USD 1 each. These options become exercisable by the grantee in four equal installments as follows:
i) 25% of the vested options on 15 April 2009
ii) 25% of the vested options on 15 April 2010
iii) 25% of the vested options on 15 April 2011
iv) balance 25% of the vested options on 15 April 2012.
Details of Option numbers and weighted average prices are as given below.
Web18 Holdings Limited Share Options Plan (ESOP Plan)
Year ended 31 March, 2010 Year ended 31 March, 2009
Particulars Shares Weighted Weighted Shares Weighted Weighted
arising out of average average arising out of average average
options exercise price remaining options exercise remaining
contractual life price contractual life
(USD) (Years) (USD) (Years)
Outstanding, at the 11,617,118 1.00 3.04 - - -
beginning of the year
Granted 170,000 1.00 - 11,617,118 1.00 -
Forfeited 1,474,000 1.00 - - - -
Exercised - - - - - -
Outstanding, at the 10,313,118 1.00 2.04 11,617,118 1.00 3.04
end of the year
Exercisable at the end 2,578,280 1.00 2.04 - - -
of the year

108
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Television Eighteen Eighteen
India Limited India Limited
(Consolidated)
b) Memorandum of Understanding with Rishi Khiani (MOU)
A subsidiary of the Group had entered into the MOU on 14 July, 2006. In accordance with the MOU, Rishi Khiani is entitled to
certain share based payments for being in continuous employment with the Group for a period of 36 months. Of these share
based payments, 420,000 (Previous year 280,000) equity shares have been vested upto 31 March, 2010. Further, 280,000
equity shares (Previous year 280,000) have issued upto 31 March, 2010.
C. Infomedia 18 Limited
Employee Stock Option Plan (ESOP) 2004
Infomedia has provided share based payment schemes to its employees. During the year ended 31 March, 2010 the following
schemes were in operation:
Particulars Employee Stock Option Plan 2004
Year in which scheme was established 2004
Number of options authorised to be granted 494,000
Exercise price Grant 1 86.85
Grant 2 141.45
Grant 3 150.80
Grant 4 180.50
Grant 5 154.05
Grant 6 209.85
Vesting date Grant 1 24 October, 2005 (1 Year) 40,000
30 May, 2006 (1 Year & 217 days) 60,000
31 March 2006 (1 Year & 157 days) 32,000
31 March 2007 (2 Years & 157 days) 32,000
Grant 2 30 May, 2006 (1 Year & 21 days) 20,000
30 May, 2007 (2 Years & 21 days) 80,000
Grant 3 27 October, 2006 (1 Year) 77,750
27 October, 2007 (2 Years) 77,750
Grant 4 26 October, 2007 (1 Year) 8,750
26 June, 2008 (2 Years) 8,750
Grant 5 26 October, 2007 (1 Year) 9,250
26 October, 2008 (2 Years) 9,250
Grant 6 21 November, 2008 (1 Year) 19,250
21 November, 2009 ( 1 Year) 19,250
Vesting requirements Should be in service at date of vesting
Exercise period Three Years
Un-granted options cancelled during the previous year Nil

Un-granted options Nil


This scheme (ESOP 2004) is covered under the approval of the shareholders vide their Annual General Meeting held on July 28,
2004 as modified at Extra Ordinary General Meeting held on 20 January, 2005 and Annual General Meeting held on October 10,
2006.
The details of activity under the plan are summarized below:
Year ended 31 March, 2010 Year ended 31 March, 2009
No. of Weighted No. of Shares Weighted Average
Shares Average Exercise Price
Exercise Price (Rs.)
(Rs.)
a. outstanding at the beginning of the year 47,250 187.06 187,250 158.89
b. grant during the year - - - -
c. exercised during the year - - 111,250 142.80
d. no of options lapsed 10,500 186.66 28,750 174.88
e. outstanding at the end of the year 36,750 187.17 47,250  187.06
f. exercisable at the end of the year 36,750 - 27,750 -
g. weighted average remaining contractual life (in 1.46 - 2.29 -
years)

h. weighted average fair value of the options 37.26 - 38.37  -


granted (Rs.)

109
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)
Details of exercise price for stock options outstanding at the end of the year are:
Year End Range of Exercise Price No. of Options Out- Weighted average Weighted average
(Rs.) standing remaining contractual life exercise price
(in years) (Rs.)

31 March, 2010 150.80 to 209.85 36,750 1.46 187.17


31 March, 2009 150.80 to 209.85 47,250 2.29 187.06

Employee Stock Option Plan 2007 (ESOP 2007)


Particulars Employee Stock Option Plan 2007 (ESOP 2007)

Date of Grant/Board Approval 2 April 2009


No of Options Granted 967,500
Exercise price Rs. 10
Method of Settlement Equity
Vesting Period 1 April, 2010 (1 year) 387,000

1 April, 2011 (2 year) 290,250


  1 October, 2011 290,250
(2 years & 6 months)
(2 year 6 months)
Exercise Period Three Years

Un-granted options Nil

This scheme (ESOP 2007) is covered under the approval of the shareholders vide their Extra-Ordinary General Meeting held on
January 10, 2008.
The details of activity under the plan are summarised below:
  Year ende 19,250 d 31 March, 2010 Year ended 31 March, 2009
  No. of Shares Weighted Average No. of Shares Weighted Average
Exercise Price Exercise Price
(Rs.) (Rs.)
a. outstanding at the beginning of the year - - - -
b.  grant during the year 967,500 10.00 - -
c.  exercised during the year - - - -
d.  no of options lapsed 56,500 10.00 - -
e.  outstanding at the end of the year 911,000 10.00 - -
f.  exercisable at the end of the year - - - -
g. weighted average remaining contractual 2.38 - - -
life (in years)
h. weighted average fair value of the options 0.95 - - -
granted (Rs.)

Details of exercise price for stock options outstanding at the end of the year are:
Year End Range of Exercise Price No. of Options Weighted average Weighted average
(Rs.) Outstanding remaining contractual life exercise price
(in years) (Rs.)
31 March, 2010 10.00 911,000 2.38 10.00
31 March, 2009 - - - -
Details of exercise price for stock options outstanding at the end of the year are:
ESOP Scheme Range of Exercise Price No. of Options Weighted average Weighted average
(Rs.) Outstanding remaining contractual life exercise price
(in years) (Rs.)
ESOP 2004 150.80 to 209.85 36,750 1.46 187.17
ESOP 2007 10.00 911,000 2.38 10.00
Since the enterprise used the intrinsic value method, the impact on the reported net profit and earnings per share by applying the
fair value based method needs to be disclosed.

110
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Television Eighteen Eighteen
India Limited India Limited
(Consolidated)
D. Proforma Accounting for Stock Option Grants
The Group applies the intrinsic value-based method of accounting for determining compensation cost for its stock-based
compensation plans. Had the compensation cost been determined using the fair value approach, the net profit/(loss) and basic and
diluted earnings per share as reported would have been revised to the proforma amounts as indicated:
(Amounts in Rs. Million) 
Particulars Year ended Year ended
31.03.2010 31.03.2009
a. Net Profit/(Loss) after tax as reported (1,172.07) (1,663.64)
i. Add: Stock based employee compensation expense debited to Profit and Loss account 37.91 64.00
ii. Less: Stock based employee compensation expense based on fair value 78.38 186.62
b. Difference between (i) and (ii) 40.47 122.62
c. Adjusted proforma profit /(loss) (1,212.54) (1,786.26)
d. Difference between (a) and (c) 40.47 122.62
e. Basic earnings/(loss) per share as reported (8.85) (13.89)
f. Proforma basic earnings/(loss) per share (9.16) (14.91)
g. Diluted earnings/(loss) per share as reported (8.85) (13.89)
h. Proforma diluted earnings/(loss) per share (9.16) (14.51)

i. The fair value of the options granted by the Parent and Infomedia, calculated by an external valuer, was estimated on the date
of grant using the Black-Scholes model with the following significant assumptions:
Particulars Year ended Year ended
31.03.2010 31.03.2009
a. Risk free interest rates (in %) 4.44% - 6.36% 4.6% - 7.34%
b. Expected life (in years) 0.25-4.23 1–9
c. Volatility (in %) 37.81% - 71.80% 38.59% - 67.44%
d. Dividend yield (in %) 2.99%-4% 0.4% - 8.8%

The volatility of the options is based on the historical volatility of the share price since the equity shares are publicly traded and
has been calculated on the basis of the share price and trading volume data.
ii. The fair value of the options under the ESOP plan of the Web Group, calculated by an external valuer, was estimated on the
date of grant using the Binomial Tree Approach with the following significant assumptions:
Particulars Year ended Year ended
31.03.2010 31.03.2009
a. Risk free interest rates (in %) 1.00 1.00
b. Expected life (in years) 3.00 3.00
c. Volatility (in %) 52.50 52.50
d. Dividend yield (in %) 0.00 0.00

Volatility is estimated considering historical volatility of the adjusted share prices of listed comparable companies over the most
recent period that is commensurate with the management’s estimate of the expected life of the option.
iii. Details of weighted average exercise price and fair value of the stock options granted by Parent at price below market price:
Particulars Year ended Year ended
31.03.2010 31.03.2009
a. Total options granted - 535,000

b. Weighted average exercise price (in -    5.00


Rs.)
c. Weighted average fair value (in Rs.) -     47.30

111
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)
iv. Details of weighted average exercise price and fair value of the stock options granted by Parent at market price:
Particulars Year ended Year ended
31.03.2010 31.03.2009
a. Total options granted - 1,135,000
b. Weighted average exercise price (in Rs.) - 60.10
c. Weighted average fair value (in Rs.) - 29.43

16. Earnings per share


Basic earnings per equity share have been computed by dividing net profit after tax by the weighted average number of equity shares
outstanding during the year. Diluted earnings per equity share have been computed using the weighted average number of equity
shares and dilutive potential equity shares outstanding during the year. The reconciliation between basic and diluted earnings per equity
share is as follows:
Particulars Units Year ended Year ended
31.03.2010 31.03.2009
a. Net profit/(loss) after tax Rs. (1,172,068,328) (1,663,640,500)
b. Weighted average of number of equity shares used in computing No. of shares 132,399,190 119,777,128
basic earnings per share
c. Basic earnings/(loss) per share (a/b) Rs. (8.85) (13.89)
d. Weighted average of the number of shares under options No. of shares - 5,132,757
e. Adjustment for weighted average number of shares that would No. of shares 1,213,690 (1,774,664)
have been issued at fair value
f. Weighted average number of equity shares used in computing No. of shares 133,612,880 123,135,221
diluted earnings per share (b+d+e)*
g. Diluted earnings per share* Rs. (8.85) (13.89)
h. Effect of potential equity shares* Rs. 0.08 0.38
*Since the effect of potential equity shares under options is anti dilutive, these have not been considered for calculation of earnings per
share.
17. Goodwill on consolidation
During the year ended 31 March, 2010 the Company acquired additional 15.91% of the share capital (Class A shares) in Web 18
Holding through its wholly owned subsidiary TEMIL by which the total share holding in Web 18 Holding increased to 26.97% (Previous
year 13.88%) and has recognised goodwill on consolidation amounting to Rs. 2,327.38 million pursuant to this acquisition. Further
goodwill on consolidation includes Rs. 2,505.92 million (Previous year Rs. 2,209.66 million) arising on acquisition of Infomedia.
18. Minority interest
Minority interest liability of Rs. 299,843,910 (Previous year Rs. 28,555,696) as at 31 March, 2010 represents the interest of the minority
shareholders with an aggregate shareholding of 15.73% (Previous year 18.55%) in Web 18 Holdings Limited, 8.05% (Previous year 8.05%)
in the subsidiary e-Eighteen.com Limited, 20.03% (Previous year 20.03%) in the subsidiary Television Eighteen Commoditiescontrol.
com Limited, 10% (Previous year 10%) in Care Websites Private Limited, 40% (Previous year 40%) in Big Tree Entertainment Private
Limited, 0.85% (Previous year 0.85%) in iNews.com Limited, 22.50% (Previous year 22.50%) in Newswire18 Limited, 51.89% Infomedia
18 Limited (also refer to Note 9). The break-up of the minority interest balance as at 31 March, 2010 is as follows:
(All amounts in Rupees)
Particulars Year ended Year ended
31.03.2010 31.03.2009
Opening balance 28,555,696 448,880,935
Add/ (less): Adjustment on account of transfer of subsidiary - 641,144
Add/(less): Minority’s share of accumulated profit/(loss) 400,472,085 (108,199,538)
Add/(less): Minority’s interest in capital of subsidiary acquired during the year - 46,382,590
Add/(less): Minority’s share related to share premium 352,570,824 71,304,215
Add/(less): Minority’s share related to changes in equity 255,887,797 7,777,430
Add/(less): Minority’s share related to exchange translation reserve 6,847,031 -
Add/(less): Minority’s share related to capital reserve 73,788,546 -
Add/(less): Share in current year profit/ (loss) (242,589,118) (185,393,089)
Add/(less): Preference shares held by minority issued/ (redeemed) 2,129,254 (399,700,000)
Add/(less): Appropriation adjustment of minority interest (578,461,147) 146,862,009
Add/(less): Others 11,421,087 -
Closing balance 310,649,055 28,555,696

112
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)
19. Television Eighteen Mauritius Limited- Mauritius
Under the current Mauritius Legislation, TEML is subject to income tax at the rate of 15% but is entitled to a tax credit for the foreign
taxes equivalent to the greater of the actual foreign taxes paid and 80% of Mauritius tax payable on its foreign source income.
20. Web 18 Holdings Limited – Cayman Island
There are no taxes on income or gains in the Cayman Islands and the Company has received an undertaking from the Governor in
Cabinet of the Cayman Islands exempting it from all local income, profits and capital taxes for a period of twenty years from 9 May 2006.
Accordingly, no provision for income taxes is included for the Company in these financial statements.
21. E-18 Limited - Cyprus
In accordance with the provisions of the Cyprus Income Tax Laws, E 18 Limited - Cyprus’s chargeable profits, as adjusted for tax purposes, are
liable to corporation tax at the rate 10%. Furthermore, E 18 Limited - Cyprus is subject to 10% special contribution levied on interest receivable
other than that arising out of the ordinary course of business and closely related activities of E 18 Limited - Cyprus.
22. Deferred tax
Deferred tax assets and liabilities are being offset as they relate to taxes on income levied by the same governing taxation laws.
a) Break up of deferred tax liabilities and reconciliation of current year’s deferred tax:
(All amounts in Rupees)
Opening Deferred tax (Charged)/ Closing
Balance on Companies Credited to Balance
acquired P&L
DEFERRED TAX LIABILITY
Deferred Tax Liabilities
Tax impact of difference between carrying amount of fixed (25,561,337) - 9,128,007 (16,433,330)
assets in the financial statements and the income tax - (33,157,776) 7,596,439 (25,561,337)
return
Fiscal allowance on investments (20,121,414) 20,121,414 - -
- (20,539,255) 417,841 (20,121,414)
Total (A) (45,682,751) 20,121,414 9,128,007 (16,433,330)
- (53,697,031) 8,014,280 (45,682,751)
Deferred Tax Assets
Tax impact of expenses charged in the financial state- 8,047,342 - (2,213,579) 5,833,763
ments but allowable as deductions in future years under - 9,999,745 (1,952,403) 8,047,342
the provisions of income tax legislation
Provision for doubtful debts 1,082,736 - (479,269) 603,467
- 18,301,898 (17,219,162) 1,082,736
Brought forward business losses to be set off in future - - - -
years - - - -
Total (B) 9,130,078 - (2,692,848) 6,437,230
- 28,301,643 (19,171,565) 9,130,078
Total (A-B) (36,552,673) 20,121,414 6,435,159 (9,996,100)
- (25,395,388) (11,157,285) (36,552,673)
b) Break up of deferred tax assets and reconciliation of current year’s deferred tax:
(All amounts in Rupees)
Opening Bal- Deferred tax (Charged)/ Closing
ance on Companies Credited to Balance
acquired P&L
DEFERRED TAX ASSETS
Deferred Tax Liabilities
Tax impact of difference between carrying amount of fixed as- (92,324,533) - 25,037,921 (67,286,612)
sets in the financial statements and the income tax return (108,594,493) - 16,269,960 (92,324,533)
Fiscal allowances on Investments - - - -
­- - - -
Total (C) (92,324,533) - 25,037,921 (67,286,612)
(108,594,493) - 16,269,960 (92,324,533)

113
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

Opening Deferred tax (Charged)/ Closing


Balance on Companies Credited to Balance
acquired P&L
DEFERRED TAX LIABILITY
Deferred Tax Assets
Tax impact of expenses charged in the financial state- 182,016,473 - (72,543,953) 109,472,520
ments but allowable as deductions in future years under 57,006,596 - 125,009,877 182,016,473
the provisions of income tax legislation
Provision for doubtful debts 52,397,173 - (5,942,015) 46,455,158
36,730,067 - 15,667,106 52,397,173
Total (D) 234,413,646 - (78,485,968) 155,927,678
93,736,663 - 140,676,983 234,413,646
Total (C-D) 142,089,113 - (53,448,047) 88,641,066
(14,857,830) - 156,946,943 142,089,113
Note: Previous year figures are in italics.
23. Employee Benefits
a. Description of the Gratuity plan
The gratuity liability arises on retirement, withdrawal, resignation or death of an employee. The aforesaid liability is calculated on the
basis of fifteen days salary (i.e. last drawn salary plus dearness allowance) for each completed year of service subject to completion
of five years of service.
b. Defined Benefit Plans/Compensated absences
The present value of defined benefit obligations/compensated absences and the related current service cost are measured using the
projected unit credit method with actuarial valuation being carried at each balance sheet date. The details are set out as under:
(Amounts in Rupees)
Particulars 31.03.2010 31.03.2009
Gratuity benefits Compensated absences Gratuity benefits Compensated absences
Change in benefit obligations:
Present value of obligation at 107,918,134 71,839,588 28,768,380 30,009,063
the beginning of the year
Obligation on account of compa- - - 52,924,655 20,308,446
nies acquired during the year
Adjustment on account of sale 238,619 - - -
of joint venture
Current service cost 16,161,519 10,770,422 16,631,349 17,661,836
Interest cost 8,057,732 5,329,093 4,413,588 2,879,045
Actuarial (gain)/loss (20,263,239) (176,138) 10,093,563 13,476,071
Benefits paid (7,502,844) (34,597,632) (4,913,401) (12,494,873)
Present value of obligation at 104,609,921 53,165,333 107,918,134 71,839,588
the year end
(Amounts in Rupees)
Particulars 31.03.2010 31.03.2009
Gratuity benefits Compensated absences Gratuity benefits Compensated absences
Change in plan assets:
Fair value of plan assets at the 48,025,190 - 12,445,507 -
beginning of the year
Fair value of plan assets related - - 37,148,106 -
to companies acquired during
the year
Expected return on plan assets 3,851,745 - 2,834,610 -
Employer’s contributions 10,075,727 - 2,977,550 -
Benefits paid (6,325,662) - (4,797,901) -
Actuarial gain/ (loss) (1,304,661) - (2,582,682) -
Fair value of plan assets at the 54,322,339 48,025,190
year end* - -
*compensated absences not funded

114
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

Particulars 31.03.2010 31.03.2009


Gratuity benefits Compensated absences Gratuity benefits Compensated absences
Net liability:
Present value of obligation at 104,609,921 53,165,333 107,918,134 71,839,588
the year end
Fair value of plan assets at the 54,322,339 - 48,025,190 -
year end
Benefits paid by the Infomedia - - 4,401,642 -
Group on behalf of the fund
50,287,582 53,165,333 55,491,302 71,839,588
Expenses recognised in the
profit and loss account:
Current service cost 16,161,519 10,770,422 16,631,349 17,661,836
Interest cost 8,057,732 5,329,093 4,413,588 2,879,045
Net actuarial (18,958,578) (176,138) 12,676,245 13,476,071
(gain)/loss
Expected return on plan (3,851,745) - (2,834,610) -
assets
Net cost** 1,408,928 15,923,377 30,886,572 34,016,952
**included in personnel expenses
Particulars 31.03.2010 31.03.2009
Gratuity benefits Compensated absences Gratuity benefits Compensated Absences
Actuarial assumptions used: 
Discount rate 8% 8% 7-8.2% 7-8.2%
Expected salary escalation rate 6% 6% 6% 6%
Expected rate of return 8.50% - 8% -
Mortality table LIC (1994-96) duly modified LIC (1994-96) duly modified
Retirement age 60 Yrs 60 Yrs
Withdrawal rates Age Percentage Age Percentage
Upto 30 Years 3 Upto 30 Years 3
Upto 44 Years 2 Upto 44 Years 2
Above 44 Years 1 Above 44 Years 1
Notes:
1. The discount rate is based on the prevailing market yield of Indian Government securities as at the balance sheet date for the
estimated term of obligations.
2. The expected return is based on the expectation of the average long term rate of return on investments of the fund during the
estimated term of the obligations.
3. The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant
factors.
4. Plan assets pertaining to the parent and Web Group mainly comprise funds managed by the insurer i.e. ING Vysya Life
Insurance Company Limited. 20% of the plan assets are invested in the Liquid Fund while 80% are invested in the Secure Fund.
The portfolio composition of these funds is as follows:
Liquid fund % Secure fund % Liquid fund % Secure fund %
31.03.10 31.03.10 31.03.09 31.03.09
Corporate debt 99.98% - 99.64% -
Mutual fund / cash 0.02% - 0.36% -
Government securities - 13.40% - 23.54%
Corporate bonds - 62.99% - 53.21%
Equity - 16.56% - 15.75%
Money market - 7.05% - 7.50%
Total 100% 100% 100% 100%

The major categories of plan assets as a percentage of the fair value of total plan assets in case of Infomedia Group are as
follows:

115
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India Limited India Limited
(Consolidated)

Particulars 2009-2010 2008-2009


Gratuity % Gratuity %
Group Gratuity Funds 81.52 80.63
Special Deposits with Banks 18.12 18.99
Securities 0.36 0.38

24. Related party disclosures


a. List of related parties
Name Relationship
1. Network18 Media & Investments Limited (Network 18) Holding
(formerly Network 18 Fincap Limited) (by virtue of control)
2. BK Holdings Limited, Mauritius (BKH) w.e.f. 17 May 2007 Subsidiary1
(Held for disposal)
3. Capital 18 Limited, Mauritius (Capital 18) w.e.f. 6 June, 2007 Subsidiary1
(Held for disposal)
4. Capital18 Acquisition Corp., Cayman Islands (C18 AC) w.e.f. 28 November, 2007 Subsidiary2
5. Colosceum Media Private Limited (Colosceum) w.e.f. Subsidiary2
15 February, 2008 (formerly RVT Software Private Limited)
6. Webchutney Studio Private Limited (Webchutney) w.e.f. 10 December, 2007 upto 13 March, 2009 Subsidiary2
7. Stargaze Entertainment Private Limited (Stargaze) w.e.f. 18 February, 2008 Subsidiary2
8. Juxt Consult Research and Consulting Private Limited w.e.f 10 December, 2007 upto 13 March, 2009 Subsidiary2.1
9. Goosefish Media Ventures Private Limited (Goosefish) w.e.f 10 December, 2007 upto 13 March, Subsidiary2.1
2009
10. Blue Slate Media Private Limited w.e.f 10 December, 2007 upto 13 March, 2009 Subsidiary7
11. ibn18 Broadcast Limited (IBN) (formerly Global Broadcast News Limited) w.e.f. 27 November, Fellow Subsidiary
2006 (name changed w.e.f. 2 April, 2008) (see 22 below)
12. Network 18 Holdings Limited, Cayman Islands (NHL) (formerly TV18 Holdings Limited) Fellow subsidiary
13. network 18 India Holdings Private Limited (N-18 Holding) w.e.f. 14 August, 2007 Fellow subsidiary
14. Setpro18 Distribution Limited (Setpro) (formerly Setpro Holdings Private Limited) Fellow subsidiary
15. RVT Media Private Limited (RVT Media) w.e.f. 1 January, 2008 Fellow subsidiary3
16. TV18 HSN Holdings Limited (TV18 HSN Holding) (formerly 18 Holdings Cyprus Limited) Fellow subsidiary4
17. TV18 Home Shopping Network Limited (TV18 HSN) (formerly TV18 Home Shopping Network Fellow subsidiary5
Private Limited) (name changed w.e.f 10 June, 2008)
18. The Indian Film Company, Guernsey (TIFC) w.e.f. 7 September, 2009 Fellow subsidiary9
19. The Indian Film Company (Cyprus) Limited (TIFC, Cyprus) w.e.f. 7 September, 2009 Fellow subsidiary10
20. IFC Distribution Private Limited. w.e.f.7 September, 2009 Fellow subsidiary11
21. Mobilenxt Teleservices Private Limited (Mobilenxt Tele) w.e.f. 11 November, 2007, till 29 Associate
September, 2008
22. ibn18 Broadcast Limited (IBN) (formerly Global Broadcast News Limited) w.e.f. 22 January, Associate8
2009 (name changed w.e.f. 2 April, 2008)
23. Viacom 18 Media Private Limited (Viacom) w.e.f 6 November 2007 upto 30 September, 2008 JV6
(formerly MTV Networks India Private Limited)
24. Jagran 18 Publications Limited (Jagran) (w.e.f. 10 March, 2008) Joint Venture (JV)
25 Reed Infomedia India Private Limited w.e.f. 21 August 2008 JV12
26. JobStreet.Com India Private Limited (Jobstreet) JV13
27. Raghav Bahl (RB) Key Managerial Per-
(Also exercises control by virtue of having a substantial indirect interest in the voting power of sonnel (KMP)
the Parent)
28. Sanjay Ray Chaudhuri (SRC) KMP
29. Haresh Chawla (HC) KMP
30. Subhash Bahl (SB) Relative of KMP (RB)
31. Janhavi Chawla (JC) Relative of KMP (HC)
32. Ritu Kapur (RK) Relative of KMP (RB)
33. Vandana Malik (VM) Relative of KMP (RB)
34. SGA News Limited (SGA-N) w.e.f. 15 January, 2006 upto 18 December, 2008 Entity under significant
influence of KMP (RB)

116
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Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

Name Relationship
35. RRB Holdings Private Limited (RRB Holding) Entity under significant
influence of KMP (RB)
36. BK Media Private Limited (BKM) Entity under significant
influence of KMP (RB)
37. Network18 Publications Limited (N18 PPL) w.e.f. 11 July, 2007 (formerly network18 Publications Entity under significant
Private Limited) (name changed w.e.f. 11 December, 2008) influence of KMP (RB)
38. IBN Lokmat News Private Limited (IBN Lokmat) w.e.f. 11 June, 2007 Entity under significant
(formerly RVT Finhold Private Limited) influence of KMP (RB)
39. Greycells18 Media Limited (Greycells) Entity under significant
(formerly, greycells18 Media Private Limited) (name changed w.e.f. 8 April, 2009) influence of KMP (RB)
40. India International Film Advisors Private Limited (IIFA) (formerly RB Fincap Private Limited) Entity under significant
influence of KMP (RB)
41. VT Holdings Private Limited (VT Holdings) Entity under significant
influence of KMP (RB)
42. VT Softech Private Limited (VT Softech) w.e.f 13 August, 2007 Entity under significant
influence of KMP (RB)
43. Media Venture Capital Trust – II (MVCT) Entity under significant
influence of KMP
(SRC)
44. Capital18 Media Advisors Private Limited (C 18 Media) w.e.f 30 July, 2007 Entity under significant
influence of KMP
(SRC)
45. Tangerine Digital Entertainment Private Limited (Tangerine) Entity under significant
influence of KMP (RB)
46. The Network18 Trust (N 18 Trust). Entity under significant
influence of KMP (RB)
47. Digital18 Media Limited w.e.f.16 April, 2007 (Digital18) (formerly Digital 18 Media Private Lim- Entity under significant
ited) (name changed w.e.f.10 June, 2009) influence of KMP (RB)
48. VT Investments Private Limited (VT Investments) Entity under significant
influence of KMP (RB)
49. Viacom 18 Media Private Limited (Viacom) (formerly MTV Networks India Private Limited ) w.e.f Entity under significant
01 October, 2008 influence of KMP (RB)
50. RVT Holdings Private Limited (RVT Holdings) Entity under significant
influence of Relative of
KMP (RB)

Notes:
1. Subsidiary of TEML
2. Subsidiary of Capital 18. Capital 18 is held for disposal.
2.1 Subsidiary of Webchutney
3. Subsidiary of Fellow subsidiary IBN
4. Subsidiary of Fellow subsidiary NHL
5. Subsidiary of Fellow subsidiary TV 18 HSN Holding
6. Joint Venture of step down subsidiary BKH. BKH is held for disposal by TEML
7. Subsidiary of Goosefish
8. Associate of RVT
9. Subsidiary of Network 18
10. Subsidiary of fellow Subsidiary (TIFC)
11. Subsidiary of fellow Subsidiary (TIFC, Cyprus)
12. Joint Venture of Infomedia 18 (formerly Infomedia India Limited)
13. Joint Venture of step down subsidiary (E 18, Cyprus)

117
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)
b. Transactions / balances outstanding with related parties
Particulars Holding Subsidiaries Fellow Associates Entities Key
  Held for Subsidiaries # /Joint under Manage-
Disposal Ventures significant ment/Rela-
influence tives of key
@ Management
Personnel
Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
(i) Transactions during the
year
Income from operations
and other income
1. Network 18 29,300,812 - - - - -
(28,710,241) - - - - -
2. TV18 HSN - - 21,621,044 - - -
- - (55,712,633) - - -
3. IBN - - - 210,211,118 - -
- - (85,336,250) (17,054,042) - -
4. Mobilenxt Tele - - - - - -
- - - (16,928,162) - -
5. Viacom - - - - 104,545,106 -
- - - (64,625,819) (37,883,140) -
6. SGA-N - - - - 3,138,081 -

- - - - (1,200,000) -
7. N18 PPL - - - - 5,285,896 -
- - - - (8,200,080) -
8. MVCT - - - - - -
- - - - (95,000,000) -
9. N 18 Trust - - - - 217,400,000 -
- - - - (578,000,000) -
10. Digital18 - - - - 96,442,014 -
- - - - - -
11. Capital 18 - 720,251 - - - -
- - - - - -
12. Reed - - - - - -
- - - (22,101,083) - -
13. Others - - 221,704 - 26,176,378 -
- - (35,472) - (48,452,379) -
Total 29,300,812 720,251 21,842,748 210,211,118 452,987,475 -
(28,710,241) - (141,084,355) (120,709,106) (768,735,599) -
Interest expenses
1. SGA-N - - - - - -
- - - - (127,523) -
2. Network 18 4,128,151 - - - - -
- - - - - -
3. IBN - - - 1,914,481 - -
- - - - - -

118
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

Particulars Holding Subsidiaries Fellow Associates Entities Key


  Held for Subsidiaries # /Joint under Manage-
Disposal Ventures significant ment/Rela-
influence tives of key
@ Management
Personnel
Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
4. BKH - 14,076,576 - - - -
- - - - - -
Total 4,128,151 14,076,576 - 1,914,481 - -

- - - - (127,523) -
Reimbursement of expens-
es (received)
1. Network 18 30,659,732 - - - - -
(136,351,145) - - - - -
2. Setpro - - 1,020,933 - - -
- - (712,037) - - -
3. TV18 HSN - - 12,435,345 - - -
- - (13,486,861) - - -
4. IBN - - - 158,948,034 - -
- - (128,506,864) (25,701,373) - -
5. SGA-N - - - - - -
- - - - (27,275,741) -
6. IBN Lokmat - - - - 25,527,702 -
- - - - (22,562,452) -
7. Digital18 - - - - 30,452,209 -
- - - - (1,797,045) -
8. Others - - - 5,735,648 -
- - - (1,751,424) (6,018,848) -
Total 30,659,732 - 13,456,278 158,948,034 61,715,559 -
(136,351,145) - (142,705,762) (27,452,797) (57,654,086) -
Reimbursement of
expenses (paid)
1. Network 18 122,750,584 - - - - -
(125,824,518) - - - - -
2. TV18 HSN - - 1,509,927 - - -
- - (53,851) - - -
3. IBN - - - 98,252,001 - -
- - (155,831,455) (31,166,292) - -
4. SGA-N - - - - - -
- - - - (1,352,197) -
5. VT Softech - - - - - -
- - - - (507,469) -
6. N18 PPL - - - - 188,500 -
- - - - (1,291,016) -

119
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

Particulars Holding Subsidiaries Fellow Associates Entities Key


  Held for Subsidiaries # /Joint under Manage-
Disposal Ventures significant ment/Rela-
influence tives of key
@ Management
Personnel
Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
7. Setpro - - 333,000 - - -
- - (4,787) - - -
8. Digital18 - - - - 8,874,980 -
- - - - - -
9. Viacom - - - - 6,327,701 -
- - - - - -
10. Webchutney - 1,200,008 - - - -
- - - - - -
11. Reed - - - 3,000,000 - -
- - - (270,694) - -
12. Others - - - - 404,800 -
- - - (14,389) (352,627) -
Total 122,750,584 1,200,008 1,842,927 101,252,001 15,795,981 -
(125,824,518) - (155,890,093) (31,451,375) (3,503,309) -
Expenditure for services
received
1. Network 18 39,346,005 - - - - -
(14,194,787) - - - - -
2. Setpro - - 517,413,346 - - -
- - (298,471,687) - - -
3. IBN - - - 25,661,269 - -
- - (25,752,169) (5,137,226) - -
4. Viacom - - - - 2,441,263 -
- - - (2,548,731) (6,312,258) -
5. C 18 Media - - - - - -
- - - - (6,123,020) -
6. Tangerine - - - - - -
- - - - (5,500,000) -
7. Raghav Bahl - - - - - -
- - - - - (213,777)
8. Sanjay Ray Chaudhuri - - - - - 4,632,658
- - - - - (4,488,000)
9. Haresh Chawla - - - - - 4,199,634
- - - - - (8,844,600)
10. Janhavi Chawla - - - - - 1,438,800
- - - - - (1,438,800)
11. Ritu Kapur - - - - - 2,016,583
- - - - - (1,886,327)
12. N18 PPL - - - - 3,654,000 -
- - - - - -

120
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

Particulars Holding Subsidiaries Fellow Associates Entities Key


  Held for Subsidiaries # /Joint under Manage-
Disposal Ventures significant ment/Rela-
influence tives of key
@ Management
Personnel
Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
13. Digital18 - - - - 8,925,707 -
- - - - -
14. Others - - 207,355 - - -
- - (197,340) - - -
Total 39,346,005 - 517,620,701 25,661,269 15,020,970 12,287,675
(14,194,787) - (324,421,196) (7,685,957) (17,935,278) (16,871,504)
Dividend paid
1. Network 18 - - - - - -
(40,881,830) - - - - -
Total - - - - - -
(40,881,830) - - - - -
Loans/advances given
during the year
1. Network 18 - - - - - -
(36,000,000) - - - - -
2. Jagran - - - - - -
- - - (5,550,000) - -
3. N 18 PPL - - - - - -
- - - - (10,000,000) -
4. VT Softech - - - - - -
- - - - (12,148,989) -
5. Mobilenxt Tele - - - - - -
- - - (809,914) - -
6. IBN - - - 1,885,000,000 - -
- - - - - -
7. Capital 18 - 31,731,200 - - - -
- - - - - -
8. Others - - - - - -
- - - - (1,000,000) -
Total - 31,731,200 - 1,885,000,000 - -
(36,000,000) - - (6,359,914) (23,148,989) -
Loan/advance received
back/settled during the
year
1. Mobilenxt Tele - - - - - -
- - - (809,914) - -
2. N18 PPL - - - - 3,800,000 -
- - - - (3,400,000) -
3. VT Softech - - - - - -
- - - - (14,173,797) -

121
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

Particulars Holding Subsidiaries Fellow Associates Entities Key


  Held for Subsidiaries # /Joint under Manage-
Disposal Ventures significant ment/Rela-
influence tives of key
@ Management
Personnel
Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
4. Viacom - - - - - -
- - - (26,010,657) - -
5. Network18 36,000,000 - - - - -
- - - - - -
6. IBN - - - 500,000,000 - -
- - - - - -
Total 36,000,000 - - 500,000,000 3,800,000 -
- - - (26,820,571) (17,573,797) -
Loan/ advances repaid
during the year
1. VT Softech - - - - 8,134,317 -
- - - - - -
2. Stargaze - 176,500,000 - - - -
- - - - - -
Total - 176,500,000 - - 8,134,317 -
- - - - - -
Loan/advances received
during the year
1. Stargaze - 176,500,000 - - - -
- - - - - -
2. BKH - 168,466,529 - - - -
- - - - - -
Total - 344,966,529 - - - -
- - - - - -
Investments made in equi-
ty shares during the year
1. IBN - - - 255,000,000 - -
- - - (1,275,000,000) - -
2. VT Investments - - - - - -
- - - - (36,000) -
Total - - - 255,000,000 - -
- - - (1,275,000,000) (36,000) -
Investments made in
preference shares during
the year
1. VT Investments - - - - - -
- - - - (290,000,000) -
Total - - - - - -
- - - - (290,000,000) -
Investments made in units
of venture capital fund

122
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

Particulars Holding Subsidiaries Fellow Associates Entities Key


  Held for Subsidiaries # /Joint under Manage-
Disposal Ventures significant ment/Rela-
influence tives of key
@ Management
Personnel
Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
1. MVCT - - - - 239,400,000 -
- - -                      - (1,607,800,000) -
2. N 18 Trust - - - - - -
- - - - (270,000,000) -
Total - - - - 239,400,000 -
- - - - (1,877,800,000) -
Investments made in con-
vertible warrants during
the year
1. IBN - - - - - -
- - - (25,500,000) - -
Total - - - - - -
- - - (25,500,000) - -
Sale of equity shares
during the year of
1. Mobilenxt Tele - - - - - -
- - - (151,190,000) - -
2. VT Investments - - - - - -
- - - - (36,000) -
Total - - - - - -
- - - (151,190,000) (36,000) -
Sale of equity shares
during the year to
1. Raghav Bahl - - - - -
- - - - - (36,000)
Total - - - - - -
- - - - - (36,000)
Sale of preference share
during the year of
1. VT Investments - - - - - -
- - - - (290,000,000) -
Total - - - - - -
- - - - (290,000,000) -
Equity warrants convert-
ed during the year (In-
cluding share premium)
1 N-18 Holding - - - - - -
- - (39,800,000) - - -
Total - - - - - -
- - (39,800,000) - - -

123
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

Particulars Holding Subsidiaries Fellow Associates Entities Key


  Held for Subsidiaries # /Joint under Manage-
Disposal Ventures significant ment/Rela-
influence tives of key
@ Management
Personnel
Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
Equity warrant applica-
tion money refunded/
(received)
1. N-18 Holding - - - - - -
- - (1,791,000,000) - - -
Total - - - - - -
- - (1,791,000,000) - - -
Share application money
paid during the year
1. N-18 Holding - - - - - -
- - (1,685,000,000) - - -
2. IBN - - - 357,626,788 - -
- - - (229,500,000) - -
3. VT Investments - - - - - -
- - - - (54,000,000) -
Total - - - 357,626,788 - -
- - (1,685,000,000) (229,500,000) (54,000,000)
Share application money
refunded during the year
1. N-18 Holding - - 2,263,000 - - -
- - (1,685,000,000) - - -
2. VT Investments - - - - - -
- - - - (54,000,000) -
Total - - 2,263,000 - - -
- - (1,685,000,000) - (54,000,000) -
Payments made on re-
demption of debentures
during the year
1. Network 18 - - - - - -
(4,827,823) - - - - -
Total - - - - - -
(4,827,823) - - - - -
1. VT Softech - - - - - -
- - - - (1,307,688) -
Total - - - - - -
- - - - (1,307,688) -
Purchase of Fixed Asset
1. Reed - - - 921,352 - -
- - - - - -

124
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

Particulars Holding Subsidiaries Fellow Associates Entities Key


  Held for Subsidiaries # /Joint under Manage-
Disposal Ventures significant ment/Rela-
influence tives of key
@ Management
Personnel
Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
Total - - - 921,352 - -
- - - - - -
(ii) Balances at the year
end
Debtors outstanding
at year end
1. Network 18 7,109,396 - - - - -
(13,038,941) - - - - -
2. TV18 HSN - - 13,835,801 - - -
- - (67,862,850) - - -
3. IBN - - - 1,495,552,839 - -
- - - (5,138,053) - -
4. Viacom - - - - 41,205,904 -
- - - - (50,075,789) -
5. IBN Lokmat - - - - 12,379,133 -
- - - - (15,074,972) -
6. Greycells - - - - 27,095,243 -
- - - - (19,324,297) -
7. N18 PPL - - - - 13,687,118 -
- - - - (8,859,816) -
8. Digital18 - - - - 79,851,800 -
- - - - - -
9. Webchutney - 4,971,404 - - - -
- - - - - -
10.Reed - - - 85,150 - -
- - - (17,882,200) - -
Total 7,109,396 4,971,404 13,835,801 1,495,637,989 174,219,198 -
(13,038,941) - (67,862,850) (23,020,253) (93,334,874) -
Loans / advances at the
year end
1. Network 18 220,870 - - - - -
(210,042,800) - - - - -
2. TV18 HSN - - 1,692,678 - - -
- - (374,224) - - -
3. IBN - - - 27,248,040 - -
- - - (49,443,085) - -
4. Jagran - - - 4,157, 896 - -
- - - (4,151,815) - -
5. SGA-N - - - - 46,197,417 -
- - - - (41,771,890) -

125
Television
Television Eighteen Eighteen
India Limited India Limited
(Consolidated)

Particulars Holding Subsidiaries Fellow Associates Entities Key


  Held for Subsidiaries # /Joint under Manage-
Disposal Ventures significant ment/Rela-
influence tives of key
@ Management
Personnel
Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
6. IBN Lokmat - - - - 7,466,968 -
- - - - (27,897,644) -
7. N18 PPL - - - - 13,437,532 -
- - - - (13,137,532) -
8. VT Softech - - - - 6,893,149 -
- - - - (15,443,709) -
9. N-18 Holding - - 465,123 - - -
- - - - - -
10. Digital18 - - - - 11,680,699 -
- - - - (1,980,583)
11. Viacom - - - - 5,130,476 -
- - - - - -
12. BKH - 621,977,244 - - - -
- - - - - -
13. Capital 18 - 30,930,289 - - - -
- - - - - -
14. Reed - - - - - -
- - - (2,430,000) - -
15. Others - - 7,913 - 2,777,214 -
- - - - (8,405,946) -
Total 220,870 652,907,533 2,165,714 31,405,936 93,583,455 -
(210,042,800) - (374,224) (56,024,900) (108,637,304) -
Creditors/ advances out-
standing at the year end
1. Network 18 74,511,241 - - - - -
(33,940,256) - - - - -
2. TV18 HSN - - 59,828 - - -
- - (47,178) - - -
3. Setpro - - 76,316,293 - - -
- - (25,063,411) - - -
4. IBN - - - 38,527,361 - -
- - - (17,436,078) - -
5. Viacom - - - - 8,150,987 -
- - - - (6,448,732) -
6. Digital18 - - - - 9,515,281 -
- - - - - -
7. N18 PPL - - - - 3,355,095 -
- - - - (813,621) -

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(Consolidated)

Particulars Holding Subsidiaries Fellow Associates Entities Key


  Held for Subsidiaries # /Joint under Manage-
Disposal Ventures significant ment/Rela-
influence tives of key
@ Management
Personnel
Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
8. IBN Lokmat - - - - 18,200 -
- - - (1,277,877) -
9. RVT Holdings - - - - - -
- - - - (253,374) -
10. Reed - - - 3,000,000 - -
- - - - - -
Total 74,511,241 - 76,376,121 41,527,361 21,039,563 -
(33,940,256) - (25,110,589) (17,436,078) (8,793,604) -
Share application money
paid for equity shares as
at the year end
 1. NHL - - - - - -
- - (2,263,000) - - -
2. IBN - - - - - -
- - - (229,500,000) - -
Total - - - - - -
- - (2,263,000) (229,500,000) - -
Share application money
paid for units as at the
year end
1. MVCT - - - - - -
- - - - (50,000) -
Total - - - - - -
- - - - (50,000) -
Corporate guarantees
(given by)
1. Network 18 - - - - - -
(3,520,000,000) - - - - -
Total - - - - - -
(3,520,000,000) - - - - -
Corporate guarantees
(given for)
1. Viacom - - - - - -
- - - - (439,200,000) -
Total - - - - - -
- - - - (439,200,000) -
Total corporate guaran-
tees as at the year end
(given for)
1. IBN - - - 320,000,000 - -
- - - (320,000,000) - -
2. Viacom - - - - 1,805,600,000 -

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Particulars Holding Subsidiaries Fellow Associates Entities Key


  Held for Subsidiaries # /Joint under Manage-
Disposal Ventures significant ment/Rela-
influence tives of key
@ Management
Personnel
Amount Amount Amount Amount Amount Amount
(Rs.) (Rs.) (Rs.) (Rs.) (Rs.) (Rs.)
- - - - (2,038,000,000) -
1. BKH - 3,836,900,000 - - - -
- - - - - -
4. Capital 18 - 1,128,500,000 - - - -
- - - - - -
5. Network18 - - - - - -
- - - - - -
Total - 4,965,400,000 - 320,000,000 1,805,600,000 -
- - - (320,000,000) (2,038,000,000) -
Total corporate guaran-
tees as at the year end
(given by)
1. Network 18 4,020,000,000 - - - - -
(5,020,000,000) - - - - -
2. N-18 Holding - - - - 2,000,000,000 -
- - - - - -
Total 4,020,000,000 - - - 2,000,000,000 -
(5,020,000,000) - - - - -

Notes:
1. Figures in brackets indicate amounts pertaining to the previous year ended 31 March, 2009.
# Includes subsidiary of fellow subsidiary
@ Includes entities over which key managerial person and their relatives exercise significant influence.
25. Infomedia Group had paid Rs. 21,000,000 for acquisition of trade marks, copyrights, domain names etc. in connection with starting
of call centre services. In addition to this, the Infomedia Group had incurred expenditure aggregating to Rs. 46.8 million including on
consultancy charges amounting to Rs. 20.08 million, rent amounting to Rs. 7.24 million and leasehold improvements amounting to Rs.
19.48 million during the previous year.
The management of the Infomedia Group had planned to float a separate company for the call centre services and the above expenditure
was incurred for setting up of the new company which was to be exchanged for shares in the new company. Accordingly, this amount
had been carried forward under the head “Advances recoverable in cash or in kind” under “Loans and Advances” in the balance sheet
as at 31 March 2009. During the year ended 31 March 2010, Management of Infomedia Group has decided that the call centre service
will be part of Infomedia operations and hence, all the expenditure (other than the Capital expenditure) amounting to Rs. 26,536,791
has been charged off to the Profit and Loss account during the year ended 31 March 2010.
26. Derivative instruments, foreign exchange forward contracts and unhedged foreign
currency exposure
Forward Contract Outstanding at the Balance sheet date.
Year Particulars of derivatives Purpose
2009-2010 Sell USD 5,200,000 Hedge of expected receivables against future sales.
2008-2009 Sell USD 10,000,000 Hedge of expected receivables against future sales.

The Group has entered into options contracts to the tune of USD 5,200,000 (Previous year USD 10,000,000) for hedging its US Dollar
(USD)/GBP revenues for a period up to ten months previous year : 1 year and 10 months) from the date of the balance sheet. Under
the said options, the rate of USD-INR has been fixed for the entire period of the option. Under the option contract, Infomedia Group
has the right to exchange a fixed sum at the strike price (the price fixed in the option contract) if the INR-USD rate is below the strike
price on the fixing date (various specified dates on which the option contract will mature in part over a period of next ten months).
Further, the Infomedia Group is also liable to exchange twice the fixed sum at the strike price if the INR-USD rate is above the strike
price on the fixing date. The Mark to Market (MTM) valuation of these options computed as on 31 March, 2010 indicates a loss of
Rs. 30,734,517 (Previous year loss of Rs. 133,531,543). The resultant MTM reversal of loss of Rs. 102,797,026 (Previous year loss of
Rs. 133,531,543) has been credited in the Profit and Loss account.

128
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India Limited India Limited
(Consolidated)
As mentioned in the above paragraph, the liability is based on the INR-USD exchange rate on the fixing date. Therefore, the liability is
contingent on the future movement of INR-USD exchange rates.
The MTM valuation indicates the amount the Group will have to pay to the bankers if it wishes to rescind the option contract as on
the date of the balance sheet. The MTM valuation also assumes that the Group has neither the USD inflows nor the GBP inflows that
would arise to it during the tenure of the option contract and it therefore assumes that the Group would be meeting these obligations by
acquiring the relevant foreign exchange from the open market.
Based on the past history of the Group’s operations as well as the projected plans in the future, the Group will have robust inflows
in dollar as well as in GBP during the tenure of the said options. The Group believes that the options would safeguard it from USD
fluctuation in future. The Group also believes that it would be able to meet its obligations under the options out of its future inflows.
The Parent has recognised losses of Rs. 71.87 million (Previous year Rs. 87.05 million) on derivative transactions for the year ended
31 March 2010.
The details of foreign currency exposures that are not hedged by derivative instruments or otherwise where the functional currency is
INR:
Currency Payable Rupee equivalent (Rs.) Receivable Rupee equivalent (Rs.)
USD 4,527,947 204,391,521 9,134,742 412,342,256
GBP 56,958 3,874,943 779,872 53,054,762
EURO 34,810 2,108,096 85,912 5,202,846
JYP - - 47,790 2,314,969

The details of foreign currency exposures that are not hedged by derivative instruments or otherwise pertaining to Web 18 Holding and
a subsidiary where the functional currency is USD.:
Particulars Currency Rupees (Rs.) Equivalent amount in USD
Payable (liabilities) INR 71,406,930 1,581,899
GBP 132,309 199,409
Receivable (assets) N.A. 57,394,077 1,271,468

27. Segmental reporting


The Group operates in the media business segment mainly comprising media, portal, publishing and related operations
Secondary segmental reporting is performed on the basis of the geographical location of customers. The Company provides services
overseas primarily in Mauritius, United Kingdom, Singapore and others.
Geographical revenues are segregated based on the location of the customer who is invoiced or in relation to which the revenue is
otherwise recognised.
(Amounts in Rupees)
Details Domestic Overseas Total
Segment revenue* 5,309,513,668 655,938,201 5,965,451,869
5,400,896,420 560,521,006 5,961,417,426
Segment assets 19,515,818,674 3,576,096,141 23,091,914,815
16,503,092,465 689,041,697 17,192,134,161
Additions to fixed assets 121,272,994 99,578 121,372,572
1,770,253,775 299,096 1,770,552,871
* Excludes prior period revenue of Rs. 14,486,186 (Previous year Rs. 9,347,380)
Note: Previous year figures are in italics

28. Obligation on long term, non-cancellable operating leases


Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased asset are classified as
operating leases. Operating lease charges are recognised as an expense in the profit and loss account. The Group has taken various
residential/ commercial premises under cancellable/non cancellable operating leases. The cancellable lease agreements are normally
renewed on expiry. Rent amounting to Rs. 280,406,936 (Previous year Rs. 299,965,272) has been debited to the profit and loss account
during the year. The future minimum lease payments under these operating leases are as follows:
(Amounts in Rupees)
Particulars As at As at
31.03.2010 31.03.2009
Not later than one year 289,967,255 311,468,004
Later than one year but not later than five years 381,190,714 537,913,859
More than five years 15,141,548 58,922,451

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(Consolidated)
29. Prior period adjustments
The components of prior period adjustments are as follows:
(Amounts in Rupees)
Particulars Year ended Year ended
31.03.2010 31.03.2009
Income from media operations 14,486,186 9,347,380

Distribution, advertising and business promotion (8,213,100) -


Airtime purchased (6,138,720) -

Employee stock compensation expenses - (16,222)

Site support costs (603,508) (1,235,160)

Content and franchise expenses - (11,961,404)

Travelling and Conveyance (2,192,196) -

Legal and professional expenses - (22,083,441)

Loss on exchange rate fluctuation (net) - 3,200,000

Share in loss of associate(s) - 6,308,293

Others (2,843,838) (537,000)

Total (5,505,176) (16,977,554)

30. During the previous years the Company had entered into transactions of income and expenditure aggregating to Rs. 47,803,131
and Rs. 12,399,403 respectively with companies listed in the register maintained under Section 301 of the Companies Act, 1956.
The Company had made an application to the Central Government for compounding of defaults in respect of obtaining prior Central
Government approval of these transactions as per the requirements of section 297 of the Companies Act, 1956. The compounding
order from the Company Law Board was subsequently received on 6 October, 2009.

31. Secured loans


e-Eighteen.com Limited is subject to financial and other covenants under the line of credit from DBS Bank Ltd. The financial covenants
require e-Eighteen.com Limited to maintain the following financial ratios (computed based on stand alone financial statements):
(i) the ratio of current assets to current liabilities at a minimum of 1.33;
(ii) the ratio of total liabilities plus financial guarantees to tangible net worth not exceeding 2;
(iii) interest service coverage ratio at a minimum of 3; and
(iv) other covenants include that Television Eighteen India Limited’s shareholding in the Company should not reduce below 51% without
prior consent of the Bank, and that no additional debt to be taken by the Company without prior consent of the Bank.
As at 31 March 2010, e-Eighteen.com Limited was not in compliance with certain covenants, and is in the process of obtaining a formal
waiver from the Bank in respect of these covenants.

32. Auditors’ remuneration*


Particulars Year ended Year ended
31.03.2010 31.03.2009
(Rs.) (Rs.)
i. Audit fees:
a. Statutory audit fee*** 6,300,000 2,800,000
b. Quarterly limited reviews/interim Audits 2,520,000 3,200,000
c. Relating to previous years - 1,400,000
ii. Certification matters 250,000 730,000
ii. Relating to Rights Issue** 4,500,000 -
iii. Other services 2,800,000 -
iv. Reimbursement of expenses 86,512 79,687
Total 16,456,512 8,209,687

* Exclusive of service tax
** Represents fee relating to Rights Issue adjusted against securities premium account
*** Includes fee for audit of financial statements of subsidiaries during the current year.

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India Limited India Limited
(Consolidated)
33. The Central Government approval for Managerial remuneration of Rs. 3.74 million paid to the Managing Director of Infomedia during
the financial year 2008-2009 has been received during the current year.
34. The Parent disposed off its investment in an associate, during the year ended 31 March 2009. “Loss for the year” after minority interest
and share in loss of associates for the year ended
31 March, 2009 and “Profit and loss account (Debit balance)” as at 31 March, 2009 includes share of loss of an associate amounting
to Rs. 13.66 million and is net off profit on sale of long term investment of Rs. 26.88 million which is based on the unaudited financial
statements of the associate.
35. Hon’ble High Court of Bombay had approved the Scheme of Arrangement (‘the Scheme’) between I-Ven Interactive Limited (I-Ven),
Infomedia 18 Limited (Infomedia) and their respective shareholders vide its order dated 24 July 2009. The Scheme was effective from
25 August 2009 on filing the copies of the order of the Hon’ble High Court with the Registrar of Companies. Accordingly I-Ven Interactive
Limited was merged with Infomedia 18 Limited on the effective date. Further pursuant to the Scheme, Infomedia has extinguished
12,338,112 equity shares held by I-Ven and equivalent number of shares have been issued by the Infomedia to the shareholders of
I-Ven in the swap ratio of 96.076:100. Upon the scheme becoming effective, the Infomedia has recorded I-Ven undertaking vested in
it pursuant to the Scheme, at the respective book values as appearing in the financial statements of I-Ven as on the effective date, in
accordance with, “The Pooling of Interest” method as prescribed under Accounting Standard -14. Infomedia has credited to its Share
Capital Account, the aggregate face value of the new equity shares issued on amalgamation to the shareholders of I-Ven. Infomedia
has recorded the balances in the share premium and the general reserve of I-Ven in the same form and at the same values as they
appeared in the financial statements of I-Ven immediately preceding the effective date. The aggregate of the excess/deficit of the value
of assets over the value of liabilities of I-Ven vested in the Infomedia, and the differential between the value of the investment in the
equity share capital of the Infomedia appearing in the books of accounts of I-Ven and the face value of the equity share capital of the
Infomedia held by I-Ven, was debited by Infomedia to the following accounts in the under mentioned sequence: balance in security
premium account, balance in general reserve account and balance in profit and loss account.
36. Provision for rebates, returns etc
Disclosures as required by Accounting standard 29 (AS-29) Provisions, Contingent Liabilities and Contingent Assets as at 31 March,
2010 are as follows:
(Amounts in Rupees)
Balance as at Additions during Amounts utilised Unused amounts Balance as at
1.04.2009 the year during the year reversed during the 31.03.2010
year
Provision for re- 5,697,817 28,934,895 23,746,626 - 10,886,086
bates, returns etc. - 40,964,912 35,267,095 - 5,697,817

*Previous year figures are given in italics

A provision is recognised for expected returns on products sold during the period based on past experience of level of returns. It is
expected that most of this cost will be utilised in the next financial year. Assumptions used to calculate the provision for returns are
based on current sales level and current information available about returns.

37. Interest in Joint Ventures


The Group’s interests in jointly controlled entities are:
Name Country of Incorpo- Percentage of ownership in- Percentage of ownership
ration terest as at 31 March, 2010 interest as at 31 March, 2009
JobStreet.Com India Private Limited India Nil (50% upto 30 March, 50%
(Jobstreet) 2010)
Jagran 18 Publications Limited (Jagran) India 50% 50%
Reed Infomedia India Private Limited India 49% 49%
(Reed)*

The Group’s share of each of the assets, liabilities, income and expenses, etc. related to its interest in joint ventures is:
(Amounts in Rupees)
Particulars Jobstreet Reed Jagran Total
A. Assets
Fixed assets - - 329,668 329,668
490,241 929,236 403,973 1,823,450
Current assets, loans and advances:
- Cash and bank balances - 203,790 294 204,084
17,621,058 953,666 43,697 18,618,421
- Accounts receivable - 1,470,000 900,000 2,370,000
2,893,043 4,840,770 900,000 8,633,813
- Loans and advances - - 10,214 10,214
4,904,549 1,190,700 1,336,036 7,431,285

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India Limited India Limited
(Consolidated)

Particulars Jobstreet Reed Jagran Total


B. Profit and loss account (debit bal- - - 17,286,928 17,286,928
ance) 67,575,647 - 15,824,973 83,400,620

C. Liabilities
Current liabilities and provisions - 725,612 51,817 777,429
4,807,795 15,664,257 39,472 20,511,524
Unsecured loans - - 8,225,288 8,225,288
- - 8,219,207 8,219,207
D. Income
Income from operations 5,372,850 89,577 - 5,462,427
9,963,499 10,486,450 - 20,449,949
Income from others 872,892 2,056,223 - 2,929,115
1,681,925 1,033,683 - 2,715,608
E. Expenditure
Production, administrative and other 3,265,993 1,505,784 - 4,771,777
costs 8,988,535 21,931,983 - 30,920,518
Personnel costs 6,768,170 539,461 - 7,307,631
10,676,549 10,292,864 - 20,969,413
Interest and finance changes 4,357 - -  4,357
12,224 - - 12,224
Depreciation 240,447 148,193 - 388,640
236,304 364,498 - 600,802
Pre-operative/ Preliminary expenses - - 1,461,955 1,461,955
written off - - 14,651,923 14,651,923
F. Other Matters
Capital commitments Nil Nil Nil Nil
Nil Nil Nil Nil
*Previous year figures are in italics
38. The net-worth of the joint venture company Reed Infomedia India Private Limited (JV) has been completely eroded as at 31 March,
2010. Reed Elsevier Overseas B.V (REOBV), the holding company of the JV has communicated it’s intention not to provide any further
financial support to the JV to meet the JV’s obligations. REOBV and Infomedia are in the process of terminating the shareholders
agreement dated 13 December, 2005 and to wind up and liquidate the JV. Consequently, the management of the JV has decided to
discontinue the JV’s operations and the employment of the personnel hired by the JV have been terminated. Thereafter, the JV does
not have definite business plans. Accordingly, the financial statements of the JV have been prepared assuming the JV will not continue
as a going concern and accordingly, fixed assets of the JV have been stated at lower of the written down value and the net realisable
value, and current assets and liabilities are stated at the values at which they are realisable / payable.

39. i. Pursuant to scheme of Arrangement between the Company, SGA News Limited and Network 18 Fincap Private Limited (now
known as ‘Network18 Media & Investments Limited’) as approved by the Hon’ble High Court of Delhi in 2006, shares of Network
18 Media & Investments Limited (formerly Network 18 Fincap Private Limited) held by the promoter were transferred to the trust for
the benefit of the Company. Other income for the year ended 31 March, 2010 includes Rs. 217.40 million (Previous year Rs. 578
million) relating to distribution of surplus from the trust.
ii. During the year ended 31 March 2010, a subsidiary issued 12,612,307 preferred shares having a face value of USD 0.00374
at a premium of USD 0.7891 aggregating to approximately USD 10 million (subscription price) to NGP II Mauritius Company
Limited (investor) resulting in an increase in the preferred share capital by USD 47,170 and increase in securities premium by
USD 9,952,830.  The preferred share is convertible into same number of Class B Ordinary shares at the option of investor.  The
investor also has a right but not the obligation, at any time after five years from the date of the agreement, to require the subsidiary
to purchase/ redeem along with the annual rate of interest of 15% on the subscription price.  In view of the fact that the investor
is a long term strategic partner, management is of the opinion that the investor is not likely to exercise the option of redemption. 
Accordingly, interest payable on the subscription price has not been accrued for in the books of account.
40. Previous year’s figures have been regrouped /reclassified, wherever necessary to conform to the current year’s presentation.

For and on behalf of the Board


RAGHAV BAHL SANJAY RAY CHAUDHURI
Managing Director Whole Time Director

R.D.S. BAWA ANIL SRIVASTAVA


Noida Chief Financial Officer Senior VP - Corporate Affairs
28 May, 2010 & Company Secretary

132
FINANCIAL DETAILS OF SUBSIDIARIES
Financial Year ended 31 st March, 2010 ( All amount in Rs.)
S. Name of Subsidiary Capital Reserves Total Assets Total Investments Turnover Profit before Provision Profit after Proposed
No. Company Liabilities (Except in case taxation for taxation taxation Dividend
of investments in
Subsidiaries)
1 Television Eighteen Mauritius Limited 535,939,050 (152,069,640) 679,919,110 679,919,110 248,270,045 60,669,066 (1,650,694) - (1,650,694) -
535,939,050 (169,866,791) 764,099,545 764,099,545 290,415,051 463,347,175 (353,188,273) - (353,188,273) -
2 Television Eighteen Media and 2,014,335,040 (1,227,692) 2,842,884,547 2,842,884,547 2,579,555,679 1,007,330 (8,064,471) - (8,064,471) -
Investments Limited 1,605,200,040 7,290,079 2,260,486,524 2,260,486,524 2,218,872,500 2,387,724 1,708,186 27,470 1,680,717 -
3 NewsWire18 Limited 34,566,370 (288,115,950) 189,823,400 189,823,400 - 336,025,394 (48,460,120) - (48,460,120) -
34,566,370 (239,655,831) 176,795,513 176,795,513 - 236,800,643 (132,942,423) 2,050,000 (134,992,423) -
4 RVT Investments Private Limited 6,235,000 530,144,981 3,906,564,050 3,906,564,050 2,063,049,300 111,660,137 5,704,198 1,600,000 4,104,198 -
6,235,000 526,040,783 2,063,330,321 2,063,330,321 2,063,049,300 - (543,724) - (543,724) -
5 iNews.com Limited 60,000,000 3,611,956 33,598,320 33,598,320 - - (55,028) - (55,028) -
60,000,000 3,666,984 68,864,104 68,864,104 - - (42,491) - (42,491) -
6 Capital 18 Limited, Mauritius 45 (3,060,176) 1,166,143,448 1,166,143,448 472,383,355 - (670,430) - (670,430) -
50.95 (2,732,796) 1,308,318,609 1,308,318,609 278,434,159 - (533,962) - (533,962) -
7 BK Holdings Limited, Mauritius 225,700 (433,993,584) 3,257,797,995 3,257,797,995 640,988,000 61,025,796 (350,292,078) - (350,292,078) -
254,750 (113,008,170) 4,038,109,963 4,038,109,963 1,286,487,500 38,638,885 (102,685,522) - (102,685,522) -
8 TV18 UK Limited, UK 86 4,766,154 7,635,398 7,635,398 - 14,760,404 2,930,996 1,892,057 1,038,939 -
86 4,134,805 7,178,313 7,178,313 - 22,617,606 9,057,994 2,181,459 6,876,535 -
9 Namono Investments Limited, Cyprus 45 (1,338,536) 57,644 57,644 - - (362,541) - (362,541) -
51 (1,120,798) - - - - (591,179) - (591,179) -
10 Web18 Holdings Limited, Cayman Islands 21,177,431 1,614,753,226 1,785,414,656 1,785,414,656 - 85,248 (84,994,103) - (84,994,103) -
18,232,401 717,405,602 1,024,522,369 1,024,522,369 - 18,870 (47,506,702) - (47,506,702) -
11 Colosceum Media Private Limited 119,500,000 16,168,361 201,845,994 201,845,994 232,005 331,044,361 6,456,479 3,048,965 3,407,514 -
119,500,000 12,760,847 212,084,039 212,084,039 114,743 332,210,262 4,211,443 (2,523,395) 6,734,838 -
12 Stargaze Entertainment Private Limited 2,802,000 164,135,866 476,725,686 476,725,686 219,636,981 62,790,106 (29,760,458) - (29,760,458) -
61,900,000 5,598,183 77,497,543 77,497,543 52,358 23,313,609 (32,309,120) 326,575 (32,635,695) -

133
13 Capital 18 Acquisition Corporation, 7,809 (4,281,718) 141,023 141,023 - - (101,009) - (101,009) -
Cayman Islands 11,005 948,180 6,054,185 6,054,185 - - (89,381) - (89,381) -
14 E-18 Limited, Cyprus 1,052,019,704 318,405,462 1,564,181,349 1,564,181,349 250,165,790 3,505 (41,413,100) - (41,413,100) -
244,758,654 403,939,956 827,582,990 827,582,990 282,364,798 13,027,743 (123,035,770) - (123,035,770) -
15 Web18 Software Services Limited 10,533,690 (241,882,903) 1,879,359,971 1,879,359,971 - 288,446,183 (315,819,456) - (315,819,456) -
8,043,820 (799,093,646) 1,427,043,520 1,427,043,520 - 216,149,217 (552,934,003) 1,880,000 (554,814,003) -
16 Television Eighteen 3,964,250 (140,799,819) 167,879,335 167,879,335 - 41,881,717 (28,319,105) - (28,319,105) -
Commoditiescontrol.com Limited 3,964,250 (113,638,764) 142,441,610 142,441,610 - 47,435,171 (25,803,179) 121,000 (25,924,179) -
17 Big Tree Entertainment Private Limited 185,480 44,889,657 223,441,685 223,441,685 - 121,594,645 (15,304,744) (113,543) (15,191,201) -
185,480 60,080,858 206,639,804 206,639,804 - 103,402,159 (46,494,023) 246,360 (46,740,383) -
18 Care Websites Private Limited 8,278,000 (20,906,910) 24,142,898 24,142,898 - 1,682,327 (2,427,223) - (2,427,223) -
Television Eighteen

8,278,000 (18,479,687) 24,006,415 24,006,415 - 2,911,491 (4,265,550) - (4,265,550) -


19 e-Eighteen.com Limited 54,040,000 64,187,812 462,520,419 462,520,419 - 319,219,113 32,860,969 13,581,223 19,279,746 -
54,040,000 42,885,556 315,665,767 315,665,767 - 327,531,998 35,399,895 21,128,977 14,270,918 -
Television

20 Moneycontrol Dot Com India Limited 500,000 61,559 1,240,713 1,240,713 - 1,036,724 (71,804) - (71,804) -
500,000 133,363 941,387 941,387 - 402,036 (466,906) 45,078 (511,984) -
21 Infomedia 18 Limited* 497,090,557 (112,011,735) 3,060,859,166 3,060,859,166 220,323,000 1,068,055,939 (500,020,767) 322,474 (500,343,241) -
341,051,030 (425,795,973) 1,700,423,808 1,700,423,808 5,500 1,371,243,214 (822,945,863) 23,593,302 (846,539,165) -
22 American Devices India Private Limited* 4,700,020 116,739,998 268,282,497 268,282,497 - 222,393,179 82,482,852 921,652 81,561,200 30,000,000
India Limited

4,700,020 70,277,298 199,962,037 199,962,037 - 207,031,107 (25,324,027) 3,964,783 (29,288,810) -


Eighteen

23 Cepha Imaging Private Limited* 1,593,100 128,359,836 275,737,489 275,737,489 - 198,317,949 74,103,665 (2,418,891) 76,522,556 15,000,000
1,593,100 69,386,528 199,899,794 199,899,794 - 144,425,927 (62,907,352) (752,469) (62,154,883) -
24 Keyword Group Ltd* 68,030 (8,206,565) 4,795,795 4,795,795 - 63,387,987 18,221,763 120,181,798 17,019,945 -
72,861 (27,018,099) 58,038,522 58,038,522 - 50,276,489 (9,935,103) - (9,935,103) -
25 Software Services LC* 10,754,334 53,873,146 156,476,095 ,476,095 69,510,048 13,632,777 550,302 13,082,475 -
12,138,550 46,040,862 114,589,790 ,589,790 - 62,278,188 12,377,600 134,667 12,242,933 -

Note:
(Consolidated)
India Limited

Numbers mentioned in italics are of previous year.


TELEVISION EIGHTEEN INDIA LIMITED
Regd. Off.: 503, 504 & 507, 5th Floor, 'Mercantile House', 15, Kasturba Gandhi Marg, New Delhi 110001, India

ATTENDANCE SLIP
(TO BE SIGNED AND HANDED OVER AT THE ENTRANCE OF THE MEETING HALL)

I/We hereby record my/our presence at the 17th ANNUAL General Meeting of the above named Company held
at 11.00 a.m. on Tuesday, the 27th day of July, 2010 at M.P.C.U Shah Auditorium, Mahatma Gandhi Sanskritik Kendra, 2
Raj Nivas Marg, Shree Delhi Gujarati Samaj Marg, Civil Lines, Delhi – 110 054

NAME(S) OF THE MEMBER(S) Registered Folio No.

Client ID No.

DP ID No.

No. of shares held

Name of Proxy (in block letters)


(To be filled in, if the Proxy attends instead of the Member)

Member’s/Proxy’s Signature

TELEVISION EIGHTEEN INDIA LIMITED


Regd. Off.: 503, 504 & 507, 5th Floor, 'Mercantile House', 15, Kasturba Gandhi Marg, New Delhi 110001, India

PROXY FORM
I/We............................................................................................of........................................................... being a
Member’s of TELEVISION EIGHTEEN INDIA LIMITED hereby appoint............................................................
of..................................................................................................or falling him...................................................
of..................................................................................................or falling him...................................................
of.........................................................................................................................................................................
as my/our Proxy in my/our absence to attend and vote for me/us and on my/our behalf at the 17th ANNUAL
General Meeting of the Company to be held at 11.00 a.m. on Tuesday, the 27th day of July, 2010 at
M.P.C.U Shah Auditorium, Mahatma Gandhi Sanskritik Kendra, 2 Raj Nivas Marg, Shree Delhi Gujarati Samaj
Marg, Civil Lines, Delhi – 110 054

AS WITNESSED under my/our hand(s) this.................................................. day of................................... 2010

Signed by the said...................................................................................


Re. 1
Regd. Folio No./Client ID No................................................................... Revenue
Stamp
DP ID No.................................................................................................
NOTES :
1. This Proxy need not be a member
2. The Proxy form must be deposited at the Registered Office of the Company not less than 48 hours before
the time fixed for holding the meeting.

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