ANNUAL REPORT OF TV18 HOME SHOPPING NETWORK

Transcription

ANNUAL REPORT OF
TV18 HOME SHOPPING NETWORK LIMITED
FOR THE FINANCIAL YEAR ENDED
MARCH 31, 2015
NOTICE
Notice is hereby given that the 9th Annual General Meeting of the Members of TV18 Home Shopping
Network Limited (“the Company”) will be held on Tuesday, September 29, 2015 at 12:15 p.m. at the
registered office of the Company at 503, 504 & 507, 5th Floor, Mercantile House, 15 Kasturba Gandhi Marg,
New Delhi – 110 001 to transact the following businesses:
ORDINARY BUSINESS:
1. To consider and adopt the audited financial statement of the Company for the financial year ended
March 31, 2015, the reports of the Board of Directors and Auditors thereon.
2.
To appoint a Director in place of Mr. Deepak Gaur (DIN: 02909570) who, retires by rotation at this
Annual General Meeting and, being eligible, offers himself for re-appointment.
3.
To appoint a Director in place of Mr. Ravi Chandra Adusumalli (DIN: 00253613) who, retires by
rotation at this Annual General Meeting and, being eligible, offers himself for re-appointment.
4.
To re-appoint Walker Chandiok & Co. LLP as the Statutory Auditors and fix their remuneration and
in this regard, to consider and if thought fit, to pass the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and other applicable
provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules,
2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force),
Walker Chandiok & Co. LLP, (ICAI Firm Registration No. 001076N) (formerly Walker, Chandiok &
Co.), New Delhi, be and are hereby re-appointed as the Statutory Auditors of the Company, to hold
office for a term of five (5) years from the conclusion of the 9 th Annual General Meeting till the
conclusion of the 14th Annual General Meeting of the Company, subject to ratification by the
Members at every Annual General Meeting, on such remuneration as may be fixed by the Board of
Directors of the Company.”
SPECIAL BUSINESS:
5.
To appoint Mr. Adil Zainulbhai (DIN: 06646490) as an Independent Director and in this regard to
consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and
other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) and the Companies
(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or
re-enactment thereof, for the time being in force), Mr. Adil Zainulbhai (DIN: 06646490) who was
appointed as an Additional Director (Independent) pursuant to the provisions of Section 161(1) and
149 of the Act, who holds office upto the date of this Annual General Meeting and in respect of
whom the Company has received a notice in writing under Section 160 of the Act from a member
proposing his candidature for the office of Independent Director, be and is hereby appointed as an
Independent Director of the Company, not liable to retire by rotation, to hold office for 5 (five)
consecutive years for a term upto May 3, 2020.”
6.
To appoint Mr. Rohit Bansal (DIN 02067348) as a Director and in this regard to consider and if
thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if
any, of the Companies Act, 2013 (the “Act”) and the Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time
being in force), Mr. Rohit Bansal (DIN: 02067348), who was appointed as an Additional Director
pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the
Company and who holds office upto the date of this Annual General Meeting and in respect of
TV18 Home Shopping Network Limited
CIN- U93091DL2006PLC149705
7th Floor, FC-24, Sector 16A, Film City, Noida 201 301, Uttar Pradesh, India
T +91120 4071818 F +91120 4242415 W www.homeshop18.com
Regd.office: 503, 504 & 507, 5th Floor, ‘Mercantile House’, 15, Kasturba Gandhi, Marg, New Delhi 110001, India
proposing his candidature for the office of Director, be and is hereby appointed as a Director of the
Company, liable to retire by rotation.”
7.
To appoint Mr. Vinay Chand Chhajlani (DIN 00078665) as a Director and in this regard to consider
and if thought fit, to pass the following resolution as an Ordinary Resolution:
being in force), Mr. Vinay Chand Chhajlani (DIN: 00078665), who was appointed as an Additional
Director pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of
the Company and who holds office upto the date of this Annual General Meeting and in respect of
proposing his candidature for the office of Director, be and is hereby appointed as a Director of the
8.
To appoint Ms. Kshipra Jatana (DIN 02491225) as a Director and in this regard to consider and if
thought fit, to pass the following resolution as an Ordinary Resolution:
being in force), Ms. Kshipra Jatana (DIN 02491225), who was appointed as an Additional Director
pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the
Company and who holds office upto the date of this Annual General Meeting and in respect of
proposing her candidature for the office of Director, be and is hereby appointed as a Director of the
9.
To ratify the remuneration of the Cost Auditors for the financial year ending March 31, 2016 and in
this regard to consider and if thought fit, to pass the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions
of the Companies Act, 2013 (the “Act”) and the Companies (Audit and Auditors) Rules, 2014
(including any statutory modification(s) or re-enactment thereof, for the time being in force),
Pramod Chauhan & Associates, Cost Accountants (Registration No. 000436), the Cost Auditors
appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the
Company for the financial year ending March 31, 2016, be paid remuneration of Rs.2,50,000
(Rupees Two Lacs Fifty Thousand only) excluding reimbursement of out of pocket expenses and
applicable taxes, in any, thereon.
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby
authorised to do all such acts and take all such steps as may be necessary, proper or expedient to
give effect to this resolution.”
10. To shift the Registered Office of the Company and in this regard to consider and if thought fit, to
pass the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if
any, of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof
for the time being in force), read with applicable provisions of the Companies (Incorporation)
Rules, 2014 and the Companies (Management and Administration) Rules, 2014 and subject to the
approval of the Central Government and other necessary approval(s), if any, in this regard from
appropriate authority(ies), and/ or sanction(s) as may be required, specified, imposed or suggested
by the appropriate authorities, while granting any such approval(s), consent(s), permission(s),
modification(s) and/or sanction(s) which may be agreed to by the Board of Directors (hereinafter
referred to as the "Board", which term shall, include any Committee(s) of the Board already
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constituted/ to be constituted by the Board to exercise its powers including the powers conferred
by this Resolution), consent of the Members of the Company be and is hereby accorded to shift
the Registered Office of the Company from the National Capital Territory of Delhi to the State of
Maharashtra, i.e. within the jurisdiction of the Registrar of Companies, Maharashtra at Mumbai.
RESOLVED FURTHER THAT pursuant to Section 13 and other applicable provisions, if any, of
the Companies Act, 2013 and rules made thereunder (including any statutory modifications or reenactment thereof for the time being in force) and subject to such approvals/ sanctions as may be
required, the existing Clause II of the Memorandum of Association of the Company be substituted
by the following:
''II. The Registered Office of the Company will be situated in the State of Maharashtra, i.e.
within the jurisdiction of the Registrar of Companies, Maharashtra at Mumbai.''
RESOLVED FURTHER THAT for the purpose of giving effect to the above resolutions, the Board
of Directors of the Company be and are hereby authorized on behalf of the Company to do and
perform all such acts, matters, deeds, and things, as it may at its discretion deem necessary,
desirable, proper, expedient or incidental for the implementation of the above resolutions including
but not limited to, delegation of all or any of the powers herein conferred to any Director or any
other officer(s) of the Company to implement the above resolutions, to sign, seal and execute all
deed(s), application(s), document(s) etc. that may be required on behalf of the Company or to
settle any questions, difficulties or doubts that may arise in regard to the above resolutions, without
being required to seek any further clarification, consent or approval of the Members or otherwise to
the end and intent that the Members shall be deemed to have given their approval thereto
expressly by the authority of this resolution."
By order of the Board of Directors
For TV18 Home Shopping Network Limited
Place: Noida
Date: August 14, 2015
Sd/Meenakshi Bahl
Company Secretary
NOTES:
1.
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (“THE
MEETING”) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL
INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.
A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF
THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY
AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR
MEMBER. A BLANK PROXY FORM IS ENCLOSED HEREWITH AND IF INTENDED TO BE
USED, THE FORM DULY COMPLETED SHOULD BE DEPOSITED AT THE REGISTERED
OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE
COMMENCEMENT OF THE MEETING.
2.
Route map of the venue of the meeting is given at the end of the Notice.
3.
Corporate members intending to send their authorised representatives to attend the Meeting are
requested to send to the Company a certified true copy of the Board Resolution/ other valid
authorization, authorising their representative to attend and vote on their behalf at the Meeting.
4.
Brief resume of Directors proposed to be appointed/ re-appointed, their age, qualification, date of
first appointment on the Board, experience, nature of their expertise in specific functional areas,
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names of companies in which they hold directorships and memberships / chairmanships of Board
Committees, shareholding and relationships with other directors / key managerial personnel,
number of meetings of the Board attended during the year are Annexed to the Notice as Annexure
I.
5.
A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special
Business and in respect of other resolution proposed in the ordinary business to be transacted at
the Meeting is annexed hereto.
6.
Relevant documents referred to in the accompanying Notice and the Statement are open for
inspection by the Members at the Registered Office and copies thereof shall also be available for
inspection at the Corporate Office of the Company on all working days, except Saturdays,
(between 10 a.m. to 1.00 p.m.) upto the date of the Meeting. Copies of such document shall also
be made available for inspection at the meeting.
ROUTE MAP TO THE VENUE FOR THE 9th ANNUAL GENERAL MEETING
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EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION
102(1) OF THE COMPANIES ACT, 2013 (THE “ACT”) AND IN RESPECT OF OTHER RESOLUTION
PROPOSED IN THE ORDINARY BUSINESS
Item No. 4
None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way,
concerned or interested, financially or otherwise, in the ordinary resolution set out at Item No. 3 of the
Notice, relating to the ratification of appointment of the Statutory Auditors.
The following Statement sets out all material facts relating to the special businesses mentioned in
the accompanying Notice.
Item No. 5
The Board of Directors of the Company, upon the recommendation of the Nomination and Remuneration
Committee, appointed Mr. Adil Zainulbhai as an Additional Director (Independent) on the Board of the
Company on May 4, 2015, in accordance with the provisions of Sections 161(1) and 149 read with
Schedule IV to the Companies Act 2013 (the “Act”) and the Articles of Association of the Company. He
holds office as an Additional Director (Independent) upto the date of this Annual General Meeting.
In accordance with the provisions of Section 149 read with Schedule IV to the Act, appointment of an
Independent Director requires approval of Member of the Company.
The Company has received a notice in writing from a member along with the deposit of requisite amount
under Section 160 of the Act proposing the candidature of Mr. Adil Zainulbhai for the office of Independent
Director of the Company. Mr. Adil Zainulbhai is not disqualified from being appointed as a Director in terms
of Section 164 of the Act and has given his consent to act as a Director.
Further, the Company has received a declaration from Mr. Adil Zainulbhai that he meets with the criteria of
independence as prescribed under sub-section (6) of Section 149 of the Act. In the opinion of the Board,
Mr. Adil Zainulbhai fulfills the conditions for his appointment as an Independent Director as specified in the
Act. Mr. Adil Zainulbhai is independent of the management and possesses appropriate skills, experience
and knowledge.
Brief resume of Mr. Adil Zainulbhai, his age, qualification, date of his first appointment on the Board,
experience, nature of his expertise in specific functional areas, names of companies in which he holds
directorships and memberships / chairmanships of Board Committees, shareholding and relationship with
other directors / key managerial personnel, number of meetings of the Board attended during the year and
other details as stipulated under the Secretarial Standard-2, are annexed to the Notice as Annexure I.
Keeping in view his vast expertise and knowledge, it will be in the interest of the Company that Mr. Adil
Zainulbhai is appointed as an Independent Director of the Company.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors
have proposed that Mr. Adil Zainulbhai be appointed as an Independent Director of the Company, not liable
to retire by rotation and to hold office for 5 (five) consecutive years for a term up to May 3, 2020.
Copy of the letter for appointment of Mr. Adil Zainulbhai as an Independent Director setting out the terms
and conditions is available for inspection by Members at the Registered Office of the Company.
Save and except Mr. Adil Zainulbhai and his relatives, to the extent of their shareholding interest, if any, in
the Company, none of the other Directors / Key Managerial Personnel of the Company / their relatives are,
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in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 5 of the
Notice.
The Board commends the Ordinary Resolution set out at Item No. 5 of the Notice for approval by the
Members.
Item No. 6
Committee, appointed Mr. Rohit Bansal (DIN: 02067348) as an Additional Director on the Board of the
Company on May 4, 2015, in accordance with the provisions of Section 161(1) of the Companies Act, 2013
and the Articles of Association of the Company. He holds office as an additional director upto the date of
this Annual General Meeting.
under Section 160 of the Act proposing the candidature of Mr. Rohit Bansal for the office of Director of the
Company. Mr. Rohit Bansal is not disqualified from being appointed as a Director in terms of Section 164 of
the Act and has given his consent to act as a Director.
Brief resume of Mr. Rohit Bansal, his age, qualification, date of his first appointment on the Board,
experience, nature of his expertise in specific functional areas, names of companies in which he holds
other directors/key managerial personnel, number of meetings of the Board attended during the year and
Keeping in view his vast expertise and knowledge, it will be in the interest of the Company that Mr. Rohit
Bansal is appointed as a Director of the Company.
have proposed that Mr. Rohit Bansal be appointed as a Director of the Company, liable to retire by rotation.
Save and except Mr. Rohit Bansal and his relatives, to the extent of their shareholding interest, if any, in
Notice.
Members.
Item No. 7
Committee, appointed Mr. Vinay Chand Chhajlani (DIN: 00078665) as an Additional Director on the Board
of the Company on May 4, 2015, in accordance with the provisions of Section 161(1) of the Companies
Act, 2013 Articles of Association of the Company. He holds office as an additional director upto the date of
under Section 160 of the Act proposing the candidature of Mr. Vinay Chand Chhajlani for the office of
Director of the Company. Mr. Vinay Chand Chhajlani is not disqualified from being appointed as a Director
in terms of Section 164 of the Act and has given his consent to act as a Director.
Brief resume of Mr. Vinay Chand Chhajlani, his age, qualification, date of his first appointment on the
Board, experience, nature of his expertise in specific functional areas, names of companies in which he
holds directorships and memberships / chairmanships of Board Committees, shareholding and relationship
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with other directors/key managerial personnel, number of meetings of the Board attended during the year
and other details as stipulated under the Secretarial Standard-2, are annexed to the Notice as Annexure I.
Keeping in view his vast expertise and knowledge, it will be in the interest of the Company that Mr. Vinay
Chand Chhajlani is appointed as a Director of the Company.
have proposed that Mr. Vinay Chand Chhajlani be appointed as a Director of the Company, liable to retire
by rotation.
Save and except Mr. Vinay Chand Chhajlani and his relatives, to the extent of their shareholding interest, if
any, in the Company, none of the other Directors / Key Managerial Personnel of the Company / their
relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item
No. 7 of the Notice.
Members.
Item No. 8
Committee, appointed Ms. Kshipra Jatana (DIN: 02491225) as an Additional Director on the Board of the
Company on May 4, 2015, in accordance with the provisions of Section 161(1) of the Companies Act, 2013
and the Articles of Association of the Company. She holds office as an additional director upto the date of
under Section 160 of the Act proposing the candidature of Ms. Kshipra Jatana for the office of Director of
the Company. Ms. Kshipra Jatana is not disqualified from being appointed as a Director in terms of Section
164 of the Act and has given her consent to act as a Director.
Brief resume of Ms. Kshipra Jatana, her age, qualification, date of her first appointment on the Board,
experience, nature of her expertise in specific functional areas, names of companies in which she holds
other directors/key managerial personnel, number of meetings of the Board attended during the year and
Keeping in view her vast expertise and knowledge, it will be in the interest of the Company that Ms. Kshipra
Jatana is appointed as a Director of the Company.
have proposed that Ms. Kshipra Jatana be appointed as a Director of the Company, liable to retire by
rotation.
Save and except Ms. Kshipra Jatana and her relatives, to the extent of their shareholding interest, if any, in
Notice.
Members.
Item No. 9
The Board of Directors of the Company, on the recommendation of the Audit Committee, have approved
the appointment and remuneration of Pramod Chauhan & Associates, Cost Accountants (Firm Registration
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No. 000436), as the Cost Auditors to conduct the audit of the cost records of the Company for the financial
year ending March 31, 2016 as set out in the resolution, excluding applicable taxes and out of pocket
expenses, which shall be paid on actual basis.
In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors)
Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the Member of the
Company.
Accordingly, consent of the Members is sought for passing an Ordinary Resolution as set out at Item No. 9
of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending
March 31, 2015.
None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way,
concerned or interested, financially or otherwise, at Item No. 9 of the Notice.
Members.
Item No. 10
The Registered Office of the Company is presently situated in New Delhi, in the National Capital Territory
of Delhi. However, the entire administrative process (including its legal and general administrative
department) of the Company are being controlled from its office situated in Mumbai, in the State of
Maharashtra. Therefore, as a measure of rationalization and to carry on the business more economically
and efficiently, it is proposed to shift the Registered Office of the Company from National Capital Territory
of Delhi to the State of Maharashtra, i.e. within the jurisdiction of the Registrar of Companies, Maharashtra
at Mumbai. As a sequel, Clause II of the Memorandum of Association of the Company is required to be
accordingly amended.
Section 13 of the Companies Act, 2013, inter alia, provides that for the shifting the Registered Office of the
Company from one State to another, approval of the Members by way of a special resolution and also
approval of the Central Government is required.
Accordingly, consent of the members is sought for passing a Special Resolution as set out at Item No. 10
of the Notice.
None of the Directors or Key Managerial Personnel of the Company/ their relatives, are in any way
concerned or interested financially or otherwise, in the resolution set out at Item No. 10 of the Notice.
By order of the Board of Directors
Place: Noida
Sd/Meenakshi Bahl
Company Secretary
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ANNEXURE I
BRIEF PROFILE AND OTHER DETAILS OF DIRECTORS PROPOSED
APPOINTED
TO BE APPOINTED / RE-
Mr. Deepak Gaur
Mr. Deepak Gaur, (DIN:02909570) aged 38, is currently the Managing Director at SAIF Partners. Prior to
joining SAIF Partners in 2006, Mr. Deepak Gaur was a consultant with McKinsey & Company, where he
focused in consumer products/services, IT, telecom, and the automotive sector. He has also worked at IBM
Global Services in their Telecom and Media Services division. He was awarded the Chairman’s Gold Medal
at IIM Lucknow and has a B.Tech. in Mechanical Engineering from IIT Kanpur. He has expertise in
business management and consulting.
During the financial year 2014-15, Mr. Gaur had attended 6(six) Board meetings held on May 23, 2014,
August 11, 2014, October 10, 2014, January 9, 2015, January 13, 2015 and February 24, 2015. He joined
the Board of the Company on August 3, 2011. He does not hold any shares of the Company in his name.
He is not related to any other Director, or Key Managerial Personnel of the Company.
Mr. Ravi Chandra Adusumalli
Mr. Ravi Adusumalli, (DIN: 00253613) aged 39, graduated from Cornell University with a B.A. in
Economics and Government He joined SAIF Partners in 2002. Prior to this, he worked at Mobius Venture
Capital, Credit Suisse and Wasatch Funds. He has expertise in business management and venture capital.
During the financial year 2014-15, Mr. Adusumalli attended 1(one) Board meeting held on January 9, 2015.
He joined the Board of the Company on August 3, 2011. He does not hold any shares of the Company in
his name.
Mr. Adil Zainulbhai
Mr. Adil Zainulbhai (DIN: 06646490), 62 years, is currently Senior Advisor to McKinsey. He retired as
Chairman of McKinsey, India after 34 years at McKinsey. Prior to returning to India, he led the Washington
office of McKinsey and founded the Minneapolis office. Over the last 10 years in India, He has worked
directly with the CEOs and promoters of some of the major companies in India and globally –private
companies, MNCs and PSUs. He has also been working with several parts of the government and led
efforts around urbanization, inclusive growth and energy. Recently, He co-edited the book, ‘Reimagining
India’ which featured 60 authors including prominent businessmen, academics, economists, authors and
journalists. The book has been #1 in non-fiction in India on its release and #2 on Amazon’s International
Business List in the US. He is currently on the Boards of Reliance Industries Ltd., Larsen & Toubro Ltd. and
Cipla Ltd.. He grew up in Bombay and graduated in Mechanical Engineering from the Indian Institute of
Technology. He also has a M.B.A. from Harvard Business School. He is very active in community and
social causes. He is a Board member of the American India Foundation, Saifee Hospital, Board of Trustees
at Saifee Burhani Upliftment Trust (redeveloping Bhendi Bazaar in Mumbai), Advisory Board of the Indian
Institute of Technology Bombay, Wockhardt Foundation, HMRI (Health Management Research Institute),
Harvard Business School Alumni Association of India and on the Global Advisory Board of the Booth
School of Business at University of Chicago. He has expertise in business management and consulting.
Mr. Zainulbhai joined the Board of the Company on May 4, 2015. He does not hold any shares of the
Company in his name.
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Mr. Rohit Bansal
Mr. Rohit Bansal (DIN: 02067348) aged about 48 years, has done B.A. (Hons.) from St. Stephen’s
College and Advance Management Program from Harvard Business School. He is a British Chevening
scholar and has undertaken professional programmes at University of Westminster, The Times Centre for
Media Studies, and The European Journalism Centre, Maastricht. Mr. Rohit has served on the board of the
News Broadcasters Association and has been Resident Editor of The Financial Express, New Delhi;
Managing Editor (and later COO) of Independent News Service; Editor-Business, Zee News; Special
Correspondent, Television 18; and Senior Business Correspondent, The Times of India. He is a Trustee of
the St Stephen’s Alumni Foundation. Mr. Bansal in collaboration with Hammurabi & Solomon advised
CEOs across the spectrum of strategy, regulation, advocacy and the media. He served as Treasurer of The
Editors Guild of India and Foundation of Media Professionals. His columns reflecting issues before
government, financial institutions, private equity, industry leaders, political executive, alumni networks, and
global think tanks appears in Governance Now, The Pioneer and exchange4media. His expertise lies in
strategy, regulation, advocacy and media.
Mr. Rohit Bansal joined the Board of the Company on May 4, 2015. He does not hold any shares of the
Mr. Vinay Chand Chhajlani
Mr. Vinay Chand Chhajlani (DIN:00078665), 52 years, holds BE(hons) in EEE from BITS Pilani India and
MS in Printing Technology from Rochester Institute of Technology (RIT) USA. Mr. Chhajlani began his
career in 1986 as a planning executive with Semline Inc. a leading printing company in Boston. Mr.
Chhajlani founded Suvi Information Systems Pvt. Ltd., an IT consulting and solutions company in 1988 and
set up a subsidiary in US, Diaspark Inc. He serves as Group Chairman of Webdunia. com (India) Pvt. Ltd.
and Diaspark Inc. He has keen
interest in Technology and Media space with which he has been involved in various Executive and
Strategic capacity for last 20 years. His expertise lies in IT consulting and Business Management.
Mr. Chhajlani joined the Board of the Company on May 4, 2015. He does not hold any shares of the
Ms. Kshipra Jatana
Ms. Kshipra Jatana (DIN: 02491225), aged 43, is a Group General Counsel for Network18. She oversees
legal operations and regulatory matters for all group businesses and joint ventures including A+E Networks,
TV18, Viacom18, HomeShop18 and Indiacast. Earlier Ms. Jatana has been Head, Legal for the Group’s
news networks and General Counsel at Capital18, the group’s investment arm where she was responsible
for deal structuring, legal and compliance for its portfolio investments. She brings with her 19 years of work
experience in the legal advisory and corporate law space. Prior to joining Network18, she was the General
Counsel/Head of M&A at MIH India and has also worked with Star TV and AZB & Partners in the past. She
holds a degree in law & sociology from the University of Delhi. She has expertise in corporate legal
advisory.
Ms. Kshipra Jatana joined the Board of the Company on May 4, 2015. She holds 1(one) share of the
Company as a nominee of NW18 HSN Holdings Plc, Cyprus.
She is not related to any other Director, or Key Managerial Personnel of the Company.
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Other Directorship(s)/ Committee Membership(s) of the Directors proposed to be appointed / re-appointed
are given below:
Name
of
Director
Mr. Deepak
Gaur
Mr.
Ravi
Chandra
Adusumalli
Mr.
Adil
Zainulbhai
Other Directorships/ Committee Memberships
Name of the Indian Companies
Position on the Board and Committee thereof
IVision Media Private Limited
Director
Urban Ladder Home Décor Director
Solutions Private Limited
Big Tree Entertainment Private Director
Limited
Just Dial Limited
Director
One 97 Communications Limited
Director
Just Dial Global Private Limited
Director
Brainbees Solutions Private
Director
Limited
Robemall Apparels Private
Director
Limited
Le Travenues Technology
Director
Private Limited
Zen Lefin Private Limited
Director
Nuvo Logistics Private Limited
Nominee Director
Reliance Industries Limited
Director
Chairman – Human Resource Nomination and
Remuneration Committee
Chairman – Risk Management Committee
Member – Audit Committee
Reliance Jio Infocomm Limited
Director
Chairman- Audit Committee
Chairman–Corporate Social Responsibility
Committee
Chairman–Nomination
and
Remuneration
Committee
Larsen and Toubro Limited
Director
Cipla Limited
Director
Reliance Retail Ventures Limited
Director
Chairman – Audit Committee
Chairman – Corporate Social Responsibility
Committee
and
Remuneration
Committee
Network18 Media & Investments Director
Limited
Chairman – Stakeholders Relationship
Committee
Committee
Chairman – Nomination and Remuneration
Committee
Member - Share Transfer and Allotment
Committee
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TV18 Broadcast Limited
Mr.
Rohit
Bansal
Network18 Media & Investments
Limited
Infomedia Press Limited
Indiacast Media Distribution Private
Limited
IBN Lokmat News Private Limited
Panorama
Television
Private
Limited
Viacom18 Media Private Limited
Prism TV Private Limited
AETN18 Media Private Limited
TV18 Broadcast Limited
Mr.
Vinay
Chand
Chhajlani
Diaspark Infotech Private Limited
Webdunia.Com (India) Private
Limited
Navratan
Buildtech
Private
Limited
Mid-India Infrastructure Private
Limited
Shradha Buildcon Private Limited
Print Pack Private Limited
Naidunia Entertainment Private
Limited
Panorama
Television
Private
Limited
Greycells18 Media Limited
Vinilok Solutions Private Limited
P.T. Education And Training
Services Private Limited
Truworth
Holdings
Private
Member–Corporate
Social
Responsibility
Committee
Member–Nomination & Remuneration Committee
Director
Member – Nomination and Remuneration
Committee
Member – Stakeholders Relationship Committee
Member – Corporate Social Responsibility
Committee
Chairman – Share Transfer and Allotment
Committee
Member – Risk Management Committee
Director
Chairman – Nomination and Remuneration
Committee
Chairman – Share Transfer Committee
Member – Stakeholders Relationship Committee
Director
Member – Nomination and Remuneration
Committee
Director
Director
Committee
and
Remuneration
Committee
Director
Director
Director
Member – Share Transfer Committee
Member- Nomination & Remuneration Committee
Member–Corporate
Social
Responsibility
Committee
Member – Risk Management Committee
Director
Whole-time Director
Director
Director
Director
Director
Director
Additional Director
Additional Director
Director
Director
Director
CIN- U93091DL2006PLC149705
Ms. Kshipra
Jatana
Limited
Jewels Buildcon Private Limited
Network18 Media & Investments
Limited
AETN18 Media Private Limited
IBN Lokmat News Private Limited
Greycell18 Media Limited
Equator Trading Enterprises Private
Limited
Colosceum Media Private Limited
e-Eighteen.com Limited
Capital18 Fincap Private Limited
Indiacast
Distribution
Private
Limited (earlier Indiacast UTV
Media Distribution Private Limited)
Director
Director
Member–Corporate
Social
Committee
Director
Director
Additional Director
Member–Nomination
and
Committee
Member–Nomination
and
Committee
Director
Director
Director
Director
Director
Responsibility
Remuneration
Remuneration
Director
CIN- U93091DL2006PLC149705
DIRECTORS’ REPORT
To,
The Members,
Your Directors are pleased to present the Ninth Annual Report of the Company together with the
Company’s Audited Accounts and the Auditor’s Report thereon for the Financial Year ended March
31, 2015.
FINANCIAL RESULTS
The financial performance of the Company for the year ended March 31, 2015 is summarised below:
Particulars
Revenue from operations
Other Income
Expenditure
Profit/ (Loss) before exceptional and
prior period items
Exceptional and prior period items
Profit/ (Loss) before/after tax for the year
Financial year ended
st
31 March, 2015
443.86
5.49
5,54.99
(105.64)
(Amount in Rs. Cr.)
Financial year ended
st
31 March, 2014
362.19
6.07
452.11
(83.85)
69.27
(174.91)
(83.85)
During the financial year ended March 31, 2015, the Company has earned Rs.449.36 crores whereas
the expenditure was Rs. 554.99 crores, resulting to a loss of Rs.105.64 crores.
SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURT
No significant and/or material orders were passed by any Regulators/ Courts/Tribunals which would
impact the going concern status of the Company or its future operations.
BUSINESS OUTLOOK
Your Company is consistently setting benchmarks in the digital shopping space in India. With
innovation at its heart and technology as it’s forte, HomeShop18 has constantly evolved to accelerate
the industry’s transformation, at a macro level. The Company has simplified shopping by being
available on all three screens - television, web and mobile that has benefited customers
tremendously.
HomeShop18 has emerged as one of the largest, most trusted digital commerce platforms for
shoppers. The omnipresence of HomeShop18 across all three screens-TV, Web and Mobile has
earned the brand trust across millions of households in India.
The Company completed seven years in operation in April, 2015. The past one year has seen further
growth in the business of the Company. The Company’s Business Income increased to Rs. 443.9
crores from Rs 362.2 crores in the previous year, registering a growth of 23% Year on Year and the
Loss (before tax) for the year stood at Rs. 174.9 crores (including prior period and exceptional loss of
CIN- U93091DL2006PLC149705
Rs. 69.3 crores) as against loss of Rs. 83.9 crores for the previous year. The Company has a
combined reach of around 250 million consumers through TV, Web and Mobile and has placed over
33 million orders in the last seven years. HomeShop18 has made a mark in virtual shopping with the
smarter, easier and hassle-free experience extended to the growing Indian TV, internet and mobile
population.
In the past one year, over 876 new products were launched on the Channel. Growing acceptance of
virtual retail combined with superior product proposition and value for the customer enabled the
Company to become one of the largest marketing & distribution platform for mobiles and digital
cameras in the country. The Channel reach has decreased by 9% Year on Year to approximately 23.2
Million households in March 2015 as compared to 25.4 Million in March 2014. The TV Channel today
is seen as one of the largest alternate distribution platform with a pan India reach in over 82.0 Million
st
households (as on 31 March 2015). This has enabled us to partner with some of the biggest brands
like Spice, Samsung, Puma, Micromax, HCL, Panasonic, Signature, Eureka forbes, Philips, VLCC
etc. and provide unique products and propositions for our viewers.
During the year Company’s unique business model was acknowledged and awarded at various
prestigious forums – ‘Innovative Retail Concept of the year, ‘Retailer of the year: E-Commerce and
Online’ by ET Now Awards for Retail Excellence at Asia Retail Congress, ‘Best eRetail Marketing
Initiative’ by Indian eRetail Awards 2013, ‘Best Customer Service in Retail’ by Retailer Customer
Service, Businessworld’s ‘2nd most respected companies in emerging sector’amongst others.
Your Company has begged the following awards:




Thought Leader Awards 2014-Most admired change Management Program in Telecom,
Internet & E-commerce
“eRetail Leadership of the year” by Indian eRetail Awards 2014
Best use of Social Media in Marketing by Retail Excellent Awards 2014
Delhi/NCR’s Hot 50 brands by Paul Writer
DIVIDEND
In view of the losses incurred during the Financial Year under review, your Directors have not
recommended any dividend for the year ended March 31, 2015.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
WOMEN
AT
WORKPLACE
The Company has in place Prevention of Sexual Harassment (POSH) Policy in line with the
requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are
covered under this policy. During the year, no complaint was received under the policy.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GAURANTEES GIVEN AND
SECURITIES PROVIDED
Your Company has not given loan, made investments and not given guarantees or provided securities
under the provisions of Section 134(3)(g) read with Section 186(4) of the Companies Act, 2013,
during the year under review.
CIN- U93091DL2006PLC149705
DEPOSITS
During the year under review, your Company has not accepted any fixed deposits from the public
under Chapter V of the Companies Act, 2013.
SHARE CAPITAL
The Company has not issued any Equity Shares with differential voting rights as to dividend, voting or
otherwise.
DIRECTORS
During the year under review, Mr. Saikumar Ganapathy Balasubramanian and Mr. Raghav Bahl,
Directors of the Company resigned with effect from May 28, 2014 and July 1, 2015 respectively. The
Board place on record its gratitude for the services provided by Mr. Saikumar Ganapathy
Balasubramanian and Mr. Raghav Bahl during their tenure.
Mr. R.D.S Bawa, Director of the Company has resigned from the Directorship of the Company and as
a sequel ceased to be the Managing Director of the Company with effect from May 29, 2014. The
Board place on record its sincere appreciation for the contribution made by Mr. Bawa during his
tenure.
Mr. Rohit Bansal, Mr. Vinay Chhajlani and Ms. Kshipra Jatana were appointed as Additional Directors
th
w.e.f. May 4, 2015 and they shall hold office up to the date of the ensuing 9 Annual General Meeting.
The Company has received requisite notices in writing from members proposing the candidatures of
Mr. Rohit Bansal, Mr. Vinay Chhajlani and Ms. Kshipra Jatana for their appointment as Directors.
Mr. Adil Zainulbhai was appointed as an Additional Director (Independent) w.e.f. May 4, 2015 and he
th
shall hold office upto the date of the ensuing 9 Annual General Meeting. Mr. Adil Zainulbhai has
confirmed that he meets the criteria of independence as prescribed under Section 149(6) of the
Companies Act, 2013. The Company has received requisite notice in writing from a member
proposing the candidature of Mr. Adil Zainulbhai for appointment as a Independent Director, not liable
to retire by rotation for a term of 5 years upto May 3, 2020.
In accordance with the Companies Act, 2013 and the Articles of Association of the Company,
Mr. Deepak Gaur and Mr. Ravi Chandra Adusumalli retire by rotation at the ensuing Annual General
Meeting and, being eligible, have offered themselves for re-appointment. Your Board has
recommended their re-appointment.
Further as per the provisions of Section 149 of the Companies Act, 2013, your Company is required
to have 1 (one) more Independent Director. The Company has identified a candidate for being
appointed as an Independent Director and has made an application for approval to Ministry of
Information & Broadcasting, which is pending for approval.
The following policies of the Company are attached herewith marked as Annexure A1 and
Annexure A2 respectively:
a) Policy for selection of Directors and determining Directors Independence; and
b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.
As per the provisions of the Companies Act, 2013, your Company is not required to appoint a
Managing Director or a Whole-time Director.
CIN- U93091DL2006PLC149705
The Company has formulated a policy on performance evaluation of the Independent Directors, Board
and its Committees and other individual Directors which shall be based on inter alia criteria like
attendance, effective participation, domain knowledge, access to management outside Board
Meetings and compliance with the Code of Conduct, vision and strategy and benchmark to global
peers.
KEY MANAGERIAL PERSONNEL
During the year under review, your Board appointed Ms. Meenakshi Bahl as the Company Secretary
of the Company with effect from August 11, 2014.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS AND ATTENDANCE OF DIRECTORS
AT BOARD MEETINGS
During the financial year ended March 31, 2015, six (6) meetings of the Board of Directors were held
i.e. on May 23, 2014, August 11, 2014, October 10, 2014, January 9, 2015, January 13, 2015 and
February 24, 2015. The maximum time gap between two Board Meetings was less than 120 days.
The Details of attendance of Directors at Board meetings during the financial year 2014-15 are given
below:
Name of the Director
Mr. Deepak Gaur
Mr. Kim Joon Shick
Mr. Ravi Chandra Adusumalli
Mr. Raghav Bahl*
Mr. R.D.S Bawa**
@
Mr. Saikumar Ganpathy Balasubramanian
Attendance at Board Meetings
6
3
1
3
1
1
* Resigned w.e.f. July 1, 2015
** Resigned w.e.f. May 29, 2014
@ Resigned w.e.f. May 28, 2014
Pursuant to Section 173 of the Companies Act, 2013, the Notice along with the detailed Agenda was
circulated well within prescribed time.
AUDIT COMMITTEE
The Audit Committee of the Board of Directors of the Company presently comprises of three (3)
Directors. All the members of the Committee possess financial / accounting expertise / exposure. The
Company Secretary acts as the Secretary of the Committee.
Name of the Member
#
Mr. Adil Zainulbhai
#
Ms. Kshipra Jatana
Mr. Kim Joon Shick
Executive/Non-executive
Independent
Non-Executive
Director
Non-Executive Director
Position held
Member
Member
Member
# Inducted as members of the Committee w.e.f. August 11, 2015.
Pursuant to Section 177 of the Companies Act, 2013, the Board shall appointment of another
Independent Director, upon receipt of necessary approval of Ministry of Information and Broadcasting.
CIN- U93091DL2006PLC149705
During the financial year ended March 31, 2015, one (1) meetings of the Audit Committee were held
i.e. on May 23, 2014.
The Details of attendance of Directors at meetings of Audit Committee during the financial year 201415 are given below:
Name of the Director
$
Mr. Deepak Gaur
Mr. Kim Joon Shick
Mr. Sai Kumar Ganapathy Balasubramanian*
Mr. Raghav Bahl**
Attendance at Committee Meetings
1
1
NIL
NIL
$
Ceased to be member of the Committee w.e.f. August 10, 2015
Ceased to be member of the Committee w.e.f. May 28, 2014 consequent upon his resignation as Director of the Company.
** Inducted as member of the Committee w.e.f. February 24, 2015 and ceased to be member of Committee w.e.f July 1, 2015
consequent upon his resignation as a Director of the Company.
*
NOMINATION AND REMUNERATION COMMITTEE
The Compensation Committee of the Board of Directors of the Company was renamed as the
Nomination & Remuneration Committee of the Board of Directors. The Nomination & Remuneration
Committee presently comprises of three (3) Directors.
Name of the Member
Mr.
Ravi
Chandra
Adusumalli
Mr. Kim Joon Shick
Mr. Adil Zainulbhai*
Position held
Member
Independent
Non-Executive
Director
Member
Member
* Inducted as member of the Committee w.e.f. August 11, 2015
No meeting of the Nomination & Remuneration Committee of the Board of Directors of the Company
was held during the financial year ended March 31, 2015.
Pursuant to Section 178 of the Companies Act, 2013, the Board shall appointment of another
Independent Director, upon receipt of necessary approval of Ministry of Information and Broadcasting.
The policy formulated by Nomination & Remuneration Committee on Director’s appointment and
remuneration including criteria for determining qualifications, positive attributes, independence of a
director is uploaded at the Company’s website i.e. www.homeshop18.com
ALLOTMENT COMMITTEE
The Allotment Committee of the Board of Directors of the Company presently comprises of two (2)
Directors.
Name of the Member
Ms. Kshipra Jatana*
Mr. Rohit Bansal*
Position held
Member
Member
* Inducted as members of the Committee w.e.f. August 11, 2015
No meeting of the Allotment Committee of the Board of Directors of the Company was held during the
financial year ended March 31, 2015.
CIN- U93091DL2006PLC149705
ACCOUNTS COMMITTEE
The Accounts Committee of the Board of Directors of the Company presently comprises of two (2)
Directors.
Name of the Member
Ms. Kshipra Jatana*
Mr. Rohit Bansal*
Position held
Member
Member
* Inducted as members of the Committee w.e.f. August 11, 2015
No meeting of the Accounts Committee of the Board of Directors of the Company was held during the
SUB-COMMITTEE
The Sub-Committee of the Board of Directors of the Company presently comprises of three (3)
Directors.
Name of the Member
Mr. Kim Joon Shick
Mr.
Ravi
Chandra
Adusumalli
Mr. Adil Zainulbhai*
Position held
Member
Member
Independent
Director
Member
Non-Executive
* Inducted as member of the Committee w.e.f. August 11, 2015
No meeting of the Sub-Committee of the Board of Directors of the Company was held during the
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013,
with respect to Director’s Responsibility Statement, it is hereby confirmed that:
a. in the preparation of the annual accounts for the financial year ended March 31, 2015, the
applicable Accounting Standards read with the requirements set out under Schedule III to the
Companies Act, 2013, have been followed and there are no material departures from the
same;
b. the Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as at March 31, 2015 and of the profit and loss of the
Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d. the Directors have prepared the annual accounts of the Company for the financial year ended
March 31, 2015 on a ‘going concern’ basis;
e. the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
CIN- U93091DL2006PLC149705
VIGIL MECHANISM
The Company promotes ethical behaviour in all its business activities. Towards this end, the
Company has adopted a policy on Vigil Mechanism and Whistle Blower. The Company has
constituted an Ethics & Compliance Task Force to process and investigate a protected disclosure
made under the policy. The confidentiality of those reporting violations is maintained and they are not
subjected to any discriminatory practice or victimization. The Audit Committee shall overseas the Vigil
Mechanism. The policy on Vigil Mechanism and Whistle Blower is available on Company’s website at
www.homeshop18.com.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rules 8(3) of the
Companies(Accounts) Rules, 2014, the details of conservation of energy, technology absorption,
foreign exchange earnings and outgo are as follows:
a. Conservation of energy:
The Company is not an energy intensive unit, hence alternate source of energy may not be
feasible. However, regular efforts are made to conserve the energy. The Company conducted
an energy audit and suggested means to reduce energy consumption. Further, use of low
energy consuming LED lightings are being encouraged.
b. Technology absorption:
The Company is conscious of implementation of latest technologies in key working areas.
Technology is ever changing and employees of the Company are made aware of the latest
working techniques and technologies through workshops, group e-mails, and discussion
sessions for optimum utilization of available resources and to improve operational efficiency.
Your Company is not engaged in manufacturing activities, therefore, certain disclosures on
technology absorption and conservation of energy etc. are not applicable.
There is no expenditure on Research and Development.
c. Foreign exchange earnings and Outgo:
The foreign exchange earnings and outgo are given below:
Particulars
Total Foreign Exchange Earned
Total Foreign Exchange Used
Amount (in Rs. Cr.)
0.69
2.43
PARTICULARS OF EMPLOYEES
The information required in terms of the provisions of Section 197(12) of the Companies Act, 2013
read with Rules 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed with this report and marked as Annexure B.
CIN- U93091DL2006PLC149705
STATUTORY AUDITORS
The Statutory Auditors, Walker Chandiok & Co. LLP (formerly known as M/s. Walker Chandiok & Co.),
th
New Delhi hold office till the conclusion of the ensuing 9 Annual General Meeting and are eligible for
re-appointment. The Company has received letter from them to the effect that their re-appointment, if
made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and
that they are not disqualified for re-appointment under Section 139 of the Companies Act, 2013.
Accordingly, the Board recommends the re-appointment of the Statutory Auditors for five years to hold
th
th
office from the conclusion of the ensuing 9 Annual General Meeting till the conclusion of 14 Annual
General Meeting of the Company, subject to ratification by the members at every Annual General
Meeting.
AUDITORS’ REPORT
The Auditor’s Report and the notes on the Financial Statements referred to in the Auditor’s Report are
self-explanatory and do not call for any further comments.
However, the auditors have commented on cash losses in current and preceding financial year (Point
(viii) of the Annexure to the Auditors’ Report) which is primarily due to significant investment made by
your Company in expanding e-commerce business and other long term commitments.
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board of the Company had appointed Chandrasekaran Associates, Company Secretaries, to
conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the
financial year ended March 31, 2015, in the prescribed format is attached with this report and marked
as Annexure C to this report. The observations of Secretarial Auditor and the Company’s response to
their observations are given below:
1. The Company has made necessary application with Ministry of Information Broadcasting
(MIB) to obtain necessary approval for appointment of Independent director.
(MIB) to obtain necessary approval for appointment of woman director.
3. Constitution of Audit Committee and Nomination & Remuneration Committee has not been
complied with due to non availability of Independent Directors on the Board of the Company.
4. Separate meeting of Independent Directors has not taken place during the year.
Your Board would like to clarify that as per the Guidelines of Ministry of Information and
Broadcasting (“MIB”), the Company needs to obtain prior approval from the MIB for
appointment of Director on it’s Board. Accordingly, the Company had filed applications for
appointment of Independent Directors and Woman Director on it’s Board. The Company had
received approvals for appointment of Mr. Adil Zainulbhai on April 21, 2015 as Independent
Director and appointment Ms. Kshipra Jatana on April 24, 2015 as Woman Director. Upon
receipt of the approval the Company had appointed Mr. Zainulbhai as an Independent Director
and Ms. Kshipra Jatana as Director of the Company on May 4, 2015. The application for
appointment of another candidate as Independent Director is pending for approval with MIB.
Upon receipt of the approval the Company shall take necessary steps for the appointment of
Independent Director on the Board.
In view of the above, the Company could not appoint two (2) Independent Directors on the
Audit Committee and the Nomination & Remuneration Committee.. Accordingly, in the
CIN- U93091DL2006PLC149705
absence of two (2) Independent Directors, meeting of Independent Directors could not be held
during the financial year 2014-15.
COST AUDITOR AND COST AUDIT REPORT
The Company had appointed Pramod Chauhan & Associates, Cost Accountants (Regd No. 000436)
as the Cost Auditors of the Company for the financial year 2014-15 for conducting the audit of the
Cost Records of the Company. Further, the Cost Auditor of the Company is required to forward the
Cost Audit Report to the Company by September 27, 2015. The Company is required to submit the
same with Central Government within 30 days of receipt of Cost Audit Report from the Cost Auditor.
RELATED PARTY TRANSACTIONS
All the Related Party Transactions were entered on arms’ length basis and were in the ordinary
course of business. Further, the transactions with related parties were in compliance with applicable
provisions of the Companies Act, 2013. A statement of all related party transaction is presented
before the Board/Audit Committee on a quarterly basis. The details of the transactions with the
Related Parties are provided in Note no. 31 to the Financial Statements for the year ended March 31,
2015.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return, in the Form No. MGT-9 as prescribed by the Ministry of Corporate
Affairs, is annexed herewith as Annexure D.
RISK MANAGEMENT POLICY
The Company has formulated and adopted a Risk Management Policy. The Board of Directors of the
Company is responsible for the direction and establishment of internal control to mitigate material
business risks. The policy is framed to identify the element of risk for achieving its business objective
and to provide reasonable assurance that all the material risks, misstatements, frauds or violation of
laws and regulations will be mitigated. The Committee shall inter alia oversee, evaluate and
implement the Risk Assessment Policy and Manual of the Company and suggest effective measures
to counter or mitigate the risks.
ACKNOWLEDGEMENTS
Your Directors place on record their gratitude for the continuing support of Bankers, Business
Associates and all the stakeholders.
Your Directors also acknowledge with deep gratitude the dedicated efforts and sincere services of the
employees of the Company and look forward to their continued commitment, involvement and
support.
By Order of the Board of Directors
Place: Noida
Date: 11 August, 2015
Sd/Director
CIN- U93091DL2006PLC149705
Sd/Director
Annexure A1
Policy for Selection of Directors and Determining Directors’ Independence
1.
2.
Introduction
1.1
TV18 Home Shopping Network Limited (the “Company” or “TV18”) believes that an
enlightened board of Directors (“Board”) consciously creates a culture of leadership to
provide a long-term vision and policy approach to improve the quality of governance.
Towards this, TV18 ensures constitution of a Board with an appropriate composition,
size, diversified expertise and experience and commitment to discharge their
responsibilities and duties effectively.
1.2
TV18 recognizes the importance of Independent Directors in achieving the effectiveness
of the Board. TV18 aims to have an optimum combination of executive Directors, nonexecutive Directors and Independent Directors.
Scope and Purpose:
2.1.
3.
This Policy sets out the guiding principles for the Nomination & Remuneration Committee
for identifying persons who are qualified to become Directors and to determine the
independence of Directors, in case of their appointment as Independent Directors of the
Company.
Terms and References:
Unless defined elsewhere in this Policy, the following terms shall have the following meanings:
3.1.
“Director” means a director appointed to the Board of the Company.
3.2.
“Nomination & Remuneration Committee” means the committee constituted by
TV18’s Board in accordance with the provisions of Section 178 of the Companies Act,
2013.
3.3. “Independent Director” means a director referred to in sub-section (6) of Section 149 of
the Companies Act, 2013.
4.
Policy:
4.1.
QUALIFICATIONS AND CRITERIA
The Nomination & Remuneration Committee, and the Board, shall review on an annual
basis, appropriate skills, knowledge and experience required of the Board as a whole
and its individual members. The objective is to have a Board with diverse background
and experience that are relevant for the Company’s operations.
In evaluating the suitability of individual Board members, the Nomination &
Remuneration Committee shall take into account many factors, including the following:



General understanding of the Company’s business dynamics, global business and
social perspective;
Educational and professional background;
Standing in the profession;
CIN- U93091DL2006PLC149705


Personal and professional ethics, integrity and values; and
Willingness to devote sufficient time and energy in carrying out their duties and
responsibilities effectively.
The proposed appointee shall also fulfill the following requirements:







Shall possess a director’s identification number;
Shall not be disqualified under the Companies Act, 2013;
Shall give his written consent to act as a Director;
Shall endeavour to attend all Board meetings and wherever he is appointed as a
Board committee (“Committee”) member, the Committee meetings;
Shall abide by the Code of Conduct established by the Company for Directors and
senior management personnel;
Shall disclose his concern or interest in any company or companies or bodies
corporate, firms, or other association of individuals including his shareholding at the
first meeting of the Board in every financial year and thereafter whenever there is a
change in the disclosures already made;
Such other requirements as may be prescribed, from time to time, under the
Companies Act, 2013 other relevant laws.
The Nomination & Remuneration Committee shall evaluate each individual with the
objective of having a group that best enables the success of the Company’s business.
4.2.
CRITERIA OF INDENPENDENCE
The Nomination & Remuneration Committee shall assess the independence of Directors
at the time of appointment / re-appointment and the Board shall assess the same
annually. The Board shall re-assess determinations of independence when any new
interests or relationships are disclosed by a Director.
The criteria of independence, as laid down in Companies Act, 2013, is as below:
An independent director in relation to a company, means a director other than a
managing director or a whole-time director or a nominee director —
a.
who, in the opinion of the board, is a person of integrity and possesses relevant
expertise and experience;
b.
(i) who is or was not a promoter of the company or its holding, subsidiary or
associate company;
(ii) who is not related to promoters or directors in the company, its holding,
subsidiary or associate company;
c.
who has or had no pecuniary relationship with the company, its holding, subsidiary
or associate company, or their promoters, or directors, during the two immediately
preceding financial years or during the current financial year;
d.
none of whose relatives has or had pecuniary relationship or transaction with the
company, its holding, subsidiary or associate company, or their promoters, or
directors, amounting to two per cent or more of its gross turnover or total income or
fifty lakh rupees or such higher amount as may be prescribed, whichever is lower,
during the two immediately preceding financial years or during the current financial
year;
CIN- U93091DL2006PLC149705
e.
who, neither himself nor any of his relatives—
(i) holds or has held the position of a key managerial personnel or is or has been
employee of the company or its holding, subsidiary or associate company in any
of the three financial years immediately preceding the financial year in which he
is proposed to be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of the three
financial years immediately preceding the financial year in which he is proposed
to be appointed, of—
(A) a firm of auditors or company secretaries in practice or cost auditors of the
company or its holding, subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the
company, its holding, subsidiary or associate company amounting to ten
per cent or more of the gross turnover of such firm;
(iii) holds together with his relatives two per cent or more of the total voting power
of the company; or
(iv) is a chief executive or director, by whatever name called, of any non-profit
organization that receives twenty-five per cent or more of its receipts from the
company, any of its promoters, directors or its holding, subsidiary or associate
company or that holds two per cent or more of the total voting power of the
company; or
(v) is a material supplier, service provider or customer or a lessor of lessee of the
company.
f.
shall possess appropriate skills, experience and knowledge in one or more fields of
finance, law, management, sales, marketing, administration, research, corporate
governance, technical operations, corporate social responsibility or other disciplines
related to the Company’s business.
g.
shall possess such other qualifications as may be prescribed, from time to time,
under the Companies Act, 2013.
h.
who is not less than 21 years of age.
The Independent Directors shall abide by the “Code for Independent Directors” as specified in
Schedule IV to the Companies Act, 2013.
4.3.
OTHER DIRECTORSHIPS / COMMITTEE MEMBERSHIPS
4.3.1 The Board members are expected to have adequate time and expertise and
experience to contribute to effective Board performance. Accordingly, members
should voluntarily limit their directorships in other listed public limited companies in
such a way that it does not interfere with their role as directors of the Company.
The Nomination & Remuneration Committee shall take into account the nature of,
and the time involved in a Director’s service on other Boards, in evaluating the
suitability of the individual Director and making its recommendations to the Board.
CIN- U93091DL2006PLC149705
4.3.2 A Director shall not serve as Director in more than 20 companies of which not more
than 10 shall be public limited companies.
4.3.3 A Director shall not serve as an Independent Director in more than 7 listed
companies and not more than 3 listed companies in case he is serving as a wholetime Director in any listed company.
4.3.4 A Director shall not be a member in more than 10 committees or act as chairman
of more than 5 committees across all companies in which he holds directorships.
For the purpose of considering the limit of the committees, audit committee and stakeholders’
relationship committee of all public limited companies, whether listed or not, shall be included and all
other companies including private limited companies, foreign companies and companies under
Section 8 of the Companies Act, 2013 shall be excluded.
CIN- U93091DL2006PLC149705
Annexure A2
Remuneration Policy for Directors, Key Managerial Personnel and Other Employees
1. Introduction
1.1
TV18 Home Shopping Network Limited (“TV18” or the “Company”) recognizes the
importance of aligning the business objectives with specific and measureable individual
objectives and targets. The Company has therefore formulated the remuneration policy for
its Directors, Key Managerial Personnel and other employees (“Policy”) keeping in view the
following objectives:
1.1.1
Ensuring that the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality required to run the
company successfully;
1.1.2
Ensuring that relationship of remuneration to performance is clear and meets the
performance benchmarks; and
1.1.3
Ensuring that remuneration involves a balance between fixed and incentive pay
reflecting short and long term performance objectives appropriate to the working of
the company and its goals.
2. Scope and Purpose:
2.1. This Policy sets out the guiding principles for the Nomination & Remuneration Committee for
recommending to the board of Directors of the Company (“Board”) the remuneration of the
Directors, Key Managerial Personnel and other employees of the Company.
3. Terms and References:
Unless defined elsewhere in this Policy, the following terms shall have the following meanings:
3.1. “Director” means a director appointed to the Board of the Company.
3.2. “Key Managerial Personnel” means
(i)
(ii)
(iii)
(iv)
(v)
the Chief Executive Officer or the Managing Director or the Manager;
the Company Secretary;
the Whole-Time Director;
the Chief Financial Officer; and
such other officer as may be prescribed under the Companies Act, 2013
3.3. “Nomination & Remuneration Committee” means the committee constituted by TV18’s
Board in accordance with the provisions of Section 178 of the Companies Act, 2013.
4. Policy:
4.1. REMUNERATION TO EXECUTIVE DIRECTORS AND KEY MANAGERIAL PERSONNEL
4.1.1 The Board, on the recommendation of the Nomination & Remuneration Committee,
shall review and approve the remuneration payable to the executive Directors
(“Executive Directors”) within the overall limits approved by the shareholders of the
Company.
CIN- U93091DL2006PLC149705
The Board, on the recommendation of the Nomination & Remuneration Committee,
shall also review and approve the remuneration payable to the Key Managerial
Personnel of the Company.
The remuneration structure to the Executive Directors and Key Managerial Personnel
may include the following components:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
Basic pay
Perquisites and allowances
Stock options
Commission (applicable in case of Executive Directors)
Retiral benefits
Annual performance bonus
4.1.2 The Annual Plan and Objectives for senior executives and Executive Directors shall
be reviewed by the Nomination & Remuneration Committee and the annual
performance bonus will be approved by the Nomination & Remuneration Committee
based on the achievements against the Annual Plan and Objectives.
4.2. REMUNERATION TO NON-EXECUTIVE DIRECTORS
The Board on the recommendation of the Nomination & Remuneration Committee shall
review and approve the remuneration payable to the non-executive Directors (“NonExecutive Directors”) within the overall limits approved by the shareholders of the Company.
Non-Executive Directors shall be entitled to sitting fees for attending the meetings of the
Board and the committees thereof. The Non-Executive Directors may also be entitled to
profit related commission in addition to the sitting fees, as may be decided by the
shareholders of the Company, from time to time.
4.3. REMUNERATION TO OTHER EMPLOYEES
Employees are assigned grades according to their qualifications and work experience,
competencies as well as their roles and responsibilities in the organization. Individual
remuneration is determined within the appropriate grade and is based on various factors
such as job profile, skill sets, seniority, experience and prevailing remuneration levels for
equivalent jobs.
Remuneration and other perquities / facilities (including loans/advances) shall be governed
by the prevalent policies and practices of the Company.
CIN- U93091DL2006PLC149705
Annexure B
STATEMENT OF PARTICULARS OF EMPLOYEE REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013
READ WITH RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGEMENT
PERSONNEL) RULES, 2014
A. Employed for Full Financial Year 2014-15
Name of the
Employee
Age
(yrs.)
Designation
Raman Gulati
57
Director Operations
& Logistics
Atrash Aman
43
Sundeep
Malhotra
51
COO &
Business
Head Mcommerce
CEO - Home
Shopping
Vikrant
Khanna
42
Gross
Remuneration
Received
(Rs.) PA
76,54,893
87,21,140
3,80,02,182
Chief
Marketing
Officer
65,27,550
Qualification
Experience
(years)
Date of
Commencement
of Employment
Previous
Employment
CA & MBA
23
26-Sep-06
MBA from
FMS Delhi
16
01-Mar-07
B.Com
(Hons.), PGD
in Mktg from
AIIMA
PGDBM
(MBA)\IMT\G
haziabad.
23
01-Aug-06
Pepsi Foods
Pvt. Ltd.
20
06-Jun-13
Bharti Airtel
Limited
Qualification
Experience
(years)
Date of
Commencement
of Employment
MBA from
LBS
14
14-Jun-10
Google India
Private Limited
MBA From
IIM Lucknow
19
27-Feb-12
Videocon
Industries Ltd
Bennett
Coleman and
Company
Limited
Bharti Airtel
Limited
B. Employed for a Part of the Financial Year 2014-15
Name of the
Employee
Age
(yrs.)
Designation
Narasimha
Jayakumar
40
Dhruva
Sankarakrishn
an Chandrie
44
COO &
Business
Head Ecommerce
COO &
Business
Head - TV
Home
Shopping
Gross
Remuneration
Received
(Rs.) PA
88,34,727
1,36,69,794
Previous
Employment
Note:
1) All the above are permanent employees of the Company and other terms and conditions are as per Companies rules.
2) None of the employees are related to any of the Directors.
3) Remuneration includes Salary, Allowances, Company’s Contribution to Provident Fund, Medical Benefits, Leave Travel
Allowances & Other Perquisites and benefits valued on the basis of the provisions of Income Tax Act, 1961.
CIN- U93091DL2006PLC149705
Annexure C
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MRACH 31, 2015
To,
The Members,
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by TV18 Home Shopping Network Limited (hereinafter called
the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and
other records maintained by the company and also the information provided by the Company, its
officers, agents and authorized representatives during the conduct of secretarial audit, We hereby
report that in our opinion, the company has, during the audit period covering the financial year ended
March 31, 2015 complied with the statutory provisions listed hereunder and also that the Company
has proper Board-processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records
maintained by the Company for the financial year ended on March 31, 2015 according to the
provisions of:
(i)
The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii)
The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; Not
Applicable
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; Not
Applicable
(iv)
Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the
extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial
Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board
of India Act, 1992 (‘SEBI Act’): Not Applicable
(a)
The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
(b)
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
1992;
(c)
The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009;
CIN- U93091DL2006PLC149705
(d)
The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999;
(e)
The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008;
(f)
The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
(g)
The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009;
(h)
The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
(vi) The other laws, as informed and certified by the management of the Company which are
specifically applicable to the Company based on their sector/ industry are:
1. Cable Television Networks (Regulation) Act, 1995.
2. Ministry of Information and Broadcasting directives relating to surrogate advertisement.
3. Policy Guidelines for Downlinking of Television Channels.
4. Policy Guidelines for Uplinking of Television Channels from India.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India. Not applicable for
the year 2014-15.
(ii) The Listing Agreements entered into by the Company with Stock Exchange(s), if applicable; Not
Applicable
During the period under review the Company has generally complied with the provisions of the Act,
Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following
observations:
(MIB) to obtain necessary approval for appointment of Independent director.
(MIB) to obtain necessary approval for appointment of woman director.
3. Constitution of Audit Committee and Nomination & Remuneration Committee has not been
complied with due to non availability of Independent Directors on the Board of the Company.
4. Separate meeting of Independent Directors has not taken place during the year.
We further report that
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors subject to above observations. The changes in the composition of the Board
CIN- U93091DL2006PLC149705
of Directors that took place during the period under review were carried out in compliance with the
provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, and a system exists for
seeking and obtaining further information and clarifications on the agenda items before the meeting
and for meaningful participation at the meeting.
All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in
the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.
We further report that there are adequate systems and processes in the company commensurate with
the size and operations of the company to monitor and ensure compliance with applicable laws, rules,
regulations and guidelines.
We further report that during the audit period the company has no specific events/actions that having
a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations,
guidelines, standards, etc.
Rupesh Agarwal
Partner
For Chandrasekaran Associates
Company Secretaries
Membership No. A16302
Certificate of Practice No. 5673
Place: New Delhi
Note: This report is to be read with our letter of even date which is annexed as Annexure-A and forms
an integral part of this report.
Annexure-A
The Members
503, 504 & 507, 5th Floor,
Mercantile House, 15 Kasturba Gandhi Marg,
New Delhi-110001
1.
Maintenance of secretarial record is the responsibility of the management of the Company. Our
responsibility is to express an opinion on these secretarial records based on our audit.
2.
We have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness of the contents of the secretarial records. The verification was
done on the random test basis to ensure that correct facts are reflected in secretarial records.
We believe that the processes and practices, we followed provide a reasonable basis for our
opinion.
3.
We have not verified the correctness and appropriateness of financial records and Books of
Accounts of the Company.
CIN- U93091DL2006PLC149705
4.
Where ever required, we have obtained the Management representation about the compliance of
laws, rules and regulations and happening of events etc.
5.
The compliance of the provisions of Corporate and other applicable laws, rules, regulations,
standards is the responsibility of management. Our examination was limited to the verification of
procedures on random test basis.
6.
The Secretarial Audit report is neither an assurance as to the future viability of the company nor
of the efficacy or effectiveness with which the management has conducted the affairs of the
Company.
Rupesh Agarwal
Partner
For Chandrasekaran Associates
Company Secretaries
Membership No. A16302
Certificate of Practice No. 5673
Place: New Delhi
CIN- U93091DL2006PLC149705
Annexure D
FORM NO. MGT.9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on March 31, 2015
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and
Administration) Rules, 2014]
I.
REGISTRATION AND OTHER DETAILS:
i)
CIN
U93091Dl2006PLC149705
ii)
Registration date
June 13, 2006
iii)
Name of the Company
iv)
Category/ Sub-Category of the Company
Public Company limited by shares
v)
Address of the Registered office and
contact details
503, 504 & 507, 5 Floor, Mercantile House, 15
Kasturba Gandhi Marg, New Delhi–110 001
th
Tel: +91 11 49812600
Fax: +91 11 41506115
vi)
Whether listed company
No
vii)
Name, Address and Contact details of
Registrar and Transfer Agent, if any
N.A.
Company
has
in-house
transfer/transmission etc.
system
of
share
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
S.No.
1
Name and Description of main products/
services
NIC Code of the product/
service
Business of Creating, owning & distributing
non-news & current affairs television channel
9540
% to total turnover of
the Company
98.8
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
S.
No.
1
Name and address of the
Company
NW18 HSN Holdings Plc.
Registratio
n No.
/CIN/GLN
NA
Holding/
Subsidiary/
Associate
Holding
Company
% of
shares
held
87.2%*
Add
Kanika
International
th
Business Center, 6 floor, Profiti
Ilia no. 4, 4046 Germasogeia,
Limassol, Cyprus.
* This includes Equity shares and Compulsory Convertible Preference shares.
Applicable section
2(46) of the Companies
Act, 2013
CIN- U93091DL2006PLC149705
IV.
SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i)
Category-wise Share Holding
Category of
Shareholders
No. of Shares held at the
beginning of the year
Dem
at
Physical
Total
No. of Shares held at the end of
the year
% of Dem
Total at
Shar
es
Physical
Total
%
Chang
e
during
the
year
% of
Tota
l
Shar
es
A. Promoters
(1) Indian
a) Individual/ HUF
b) Central Govt
c) State Govt (s)
d) Bodies Corp.
e) Banks/FI
f) Any Other..
Sub-total (A)(1):-
-
-
-
-
-
-
-
-
NIL
NIL
NIL
NIL
NIL
NIL
NIL
(2) Foreign
a) NRIs Individuals
b) Other Individuals
c) Bodies Corp.
d) Banks / FI
e) Any Other....
Sub-total (A) (2):-
-
1240791
-
1240791
-
100
-
-
1240791
-
1240791
-
100
-
NIL
NIL
NIL
NIL
NIL
NIL
-
1240791
1240791
100
-
1240791
1240791
100
NIL
1. Institutions
a) Mutual Funds
b) Banks/FI
c) Central Govt
d) State Govt(s)
e) Venture Capital
Funds
f)
Insurance
Companies
g) FIIs
h) Foreign Venture
Capital Funds
i) Others (specify)
Sub-total (B)(1):-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2. Non-Institutions
a) Bodies Corp.
i) Indian
ii) Overseas
-
-
-
-
-
-
-
-
-
Total shareholding of
Promoter
(A)
=
(A)(1)+(A)( 2)
B.Public
Shareholding
CIN- U93091DL2006PLC149705
Category of
Shareholders
No. of Shares held at the
Dem
at
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
1240791
1240791
100
NIL
NIL
NIL
NIL
NIL
Total
Public
Shareholding (B) =
(B)(1) + (B)(2)
C. Shares held by
Custodian for GDRs &
ADRs
Grand Total (A+B+C)
(ii)
Total
% of Dem
Total at
Shar
es
Physical
Total
%
Chang
e
during
the
year
% of
Tota
l
Shar
es
-
b) Individuals
i)
Individual
shareholders holding
nominal share capital
uptoRs. 1 lakh
ii)
Individual
shareholders holding
nominal share capital
in excess of Rs 1 lakh
c) Others (specify)
Sub-total (B)(2):-
Physical
No. of Shares held at the end of
the year
Shareholding of Promoters
S.N Shareholder's Shareholding at the beginning of
Share holding at the end of the
o.
Name
the year
year
No. of % of total %of Shares
No. of % of total %of Shares
%
Shares Shares of
Pledged/
Shares Shares of
Pledged/
change
the
encumbered
the
encumbered in share
company
to total
company
to total
holding
shares
shares
during
the year
1
NW18
HSN 1240791
100
NIL 1240791
100
NIL
NIL
Holdings Plc.
Total
1240791
100
NIL 1240791
100
NIL
CIN- U93091DL2006PLC149705
NIL
-
(iii) Change in Promoters' Shareholding (please specify, if there is no change)
There was no change in Promoters’ shareholding during the year.
Sl.
No.
Shareholding at the
No. of shares
% of total
shares of
the
company
At the beginning of the year
Date wise Increase/ Decrease
in Promoters Share holding
during the year specifying the
reasons
for
increase/decrease
(e.g.
allotment/transfer/bonus/
sweat equity etc):
At the End of the year
(iv)
Cumulative Shareholding
during the year
No. of
% of total
shares
shares of the
company
1240791
100
1240791
100
NIL
NIL
NIL
NIL
1240791
100
1240791
100
Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of
GDRs and ADRs):
Sl.
No.
For Each of the
Top 10
Shareholders
Shareholding at the beginning
of the year
No. of shares
% of total
shares of the
company
Cumulative Shareholding during the
year
No. of shares
% of total shares of
the company
At the beginning of
the year
Date wise
Increase/Decrease
in Share holding
during the year
specifying
the
reasons
for
increase/decrease
(e.g.
allotment/
transfer/
bonus/sweat equity
etc):
At the End of the
year (or on the date
of separation, if
separated
during
the year)
CIN- U93091DL2006PLC149705
(v)
Shareholding of Directors and Key Managerial Personnel:
Sl.
No
.
Name
Shareholding at the
No.
shares
1
2
RDS Bawa
(Managing
Director)
(Ceased to
be Managing
Director on
May
29,
2014)
1 share
Raghav Bahl
(Director)
(Ceased to
be Director
w.e.f. July 1,
2015)
1 share
of
Date
Increase/
Decrease
in
sharehol
ding
0.00
May 29,
2014
0
-
0.00
October 10,
2014
-1
Transfer
% of total
shares of
the
company
(as
a
nominee of
NW18
HSN
Holdings
Plc.)
(as
a
nominee of
NW18
HSN
Holdings
Plc.)
Reason
Cumulative
Shareholding
during the year
No. of % of total
shares shares of
the
company
1
1
NIL
NIL
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment:
(Amount in Rs.)
Secured Loans
Unsecured
Deposits
Total
excluding
Loans
Indebtedness
deposits
Indebtedness at the beginning of
the financial year
i)
Principal Amount
ii)
Interest due but not paid
iii)
Interest accrued but not due
Total (i+ii+iii)
34,87,40,991
-
-
-
-
34,87,40,991
6,07,077
-
-
6,07,077
34,93,48,068
-
-
34,93,48,068
Change in Indebtedness during the
financial year
•
Addition
50,27,86,756
-
-
50,27,86,756
•
Reduction
-6,82,22,013
-
-
-6,82,22,013
43,45,64,743
-
-
43,45,64,743
78,33,05,734
-
-
78,33,05,734
-
-
6,16,286
-
-
6,16,286
78,39,22,020
-
-
78,39,22,020
Net Change
Indebtedness at the end of the
financial year
i)
Principal Amount
ii)
Interest due but not paid
iii)
Interest accrued but not due
Total (i+ii+iii)
-
CIN- U93091DL2006PLC149705
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A.
Remuneration to Managing Director, Whole-time Directors and/or Manager:
Sl. no.
Particulars of Remuneration
Name of MD/WTD/ Manager
……
1.
5.
2.
……
Remuneration to other directors:
Sl. no.
1.
……
Gross salary
(a) Salary as per provisions contained in
section 17(1) of the Income-tax Act,
1961
(b) Value of perquisites u/s 17(2)
Income-tax Act, 1961
(c) Profits in lieu of salary under section
17(3) Income- tax Act, 1961
Stock Option
Sweat Equity
Commission
as % of profit
others, specify...
Others, please specify
Total (A) Ceiling as per the Act
2.
3.
4.
B.
……
Total
Amount
Independent Directors
•
Fee for attending board committee
meetings
•
Commission
•
Name of Directors
……
NIL
……
……
Total
Amount
……
Total (1)
Other Non-Executive Directors
•
Fee for attending board committee
meetings
•
Commission
•
Total (2)
Total (B) = (1 + 2)
Total Managerial Remuneration
Overall Ceiling as per the Act
CIN- U93091DL2006PLC149705
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:
Sl. no.
CEO
1.
Gross salary
(a) Salary as per provisions
contained in section 17(1)
of the Income-tax Act,
1961
(b) Value of perquisites u/s
17(2) Income-tax Act,
1961
(c) Profits in lieu of salary
under
section
17(3)
Income-tax Act, 1961
Stock Option
Sweat Equity
Commission
as % of profit
others, specify...
Total
2.
3.
4.
5.
VII.
Key Managerial Personnel
Meenakshi
CFO
Bahl Company
Secretary
NIL
356740
Total
NIL
356740
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
NIL
356740
NIL
NIL
NIL
356740
PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:
Type
Section of the
Companies
Act
Brief
Description
Details of
Penalty/Punishme
nt/Compounding
fees imposed
Authority
[RD/NCLT/C
OURT]
Appeal made,
if any [give
details]
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHERS OFFICERS IN DEFAULT
Penalty
Punishment
Compounding
CIN- U93091DL2006PLC149705
Walker Chandiok&Co LLP
w.lt
Independent Auditor,s Report
To the Members
oI1
3
T
|
\\e
chaldtot
I
Co LLp
New Derhil 1000 t
Home Shopprg Netwotk Limited
Repott oh the Financial Statements
l.
r
(Fomeiy Wa ier Chandiot & Co)
+91 l1 4278 7070
+91 ll427n1011
ha\:e rudire.l rhc accompsnlmc tinarcizt
sraremenrs
ofT\ lB Home Shopprng
.C".np_i.,. \,rucn
compnse rhc tsalance Sheer a. ar
l1
2U15. rhe Srarcm"ni ,,r: p
Loss tht Cash Flow sratemenr for
the^tarch
vsu,
cndcd a d a .","-J:!:Td
oi tbc simil'icant accouniing
,*.
Nenvork LrmiteJ
'6"
*r'.. *prr"'..i--i."--"u'.r]'-"*
Policres and
Managerhenr's Responsibility for the
f inancial Stat€ments
l.'fhrComp.nlsRoa.d,)fDire.ranr,responrbteforrhcmarrerr.raLcdrnSecuon
134(5)-of the-Cornpanies Ao, 2013
(rhe i-\cr) wirh ,."p""i,. ,f,"'or**""..ri
rtresc 6n,n.irl .rrrcmcnr,. rhr
eve i tlue jn.J fr;.
"r
trnanoal pcrf.,rm.rnce rnd crsh floo
""* ,,i;h.il;i;#"",
(--otnPdy
ol'
I'
a'cordancc
wrrh rhe
accounu'g pnnciple. ge..,^ttr,...n,.']
'hc
\cc'rrnring
srrndardt
speotred undcr s(cuon r3r .i ,i..d]"l"d'".-dudn'grhe
a
R:'..,
;' i"l ;,.1.1i:
;."11"il[ J.^i:" l":i:,*."*lxiil::
accuur:u's
m
accordanie. with ;. p,.;i;;
::::":::lj.
;t..i.,,
s,rrcguzrJing rhe assers of-recotds
dre CornDa,
;pk;ti,f 1
H:
i:,,.f'1-,:.;
tuogments ,nd esrim:rrrs that ar(
pnrdenrr
rnd dcsrgn,
unprelnenrahon
.a1d
;;;;.
;i
tri
.+il ";
iil:ilff l1.*fi
::i:::i*:*:
ancr maintcnancc
opirating cft'ectively
11a1,
DteJnrl fin'rncjal controls' that w-cre
r,".,"*,"i j,"i."-,--::1'yo"
i'q""te
.a"*1,i.,",,r."
ffi.TXffl.
fait
;ffi:";:;:."il
il:i:L*H::uijl:ff ::ril::
from mitcrial
'iew
and are free
rrussratemen!
*h.,h.;;;;.;.
Auditor,s Responsibility
3.
n
Ouur fesponsibiliry
js ro cxpress
an opinion on these financial statements
basecl on
r.rken rnro nccount rhc provrsrons
of the Act, rhe accountinp and
Y:,-i1*
eudlung st.lndarJ* :rn.j mancrs rvhich
teportindertheprtvi;;;l;j:;,;;.i,i'j;:q;i'.d t",t.,in.r,'d"d,'' tr'".",ait
ffir,r#*:i"d#in#f#r#
5.
We conducted ouf audit in accordance with ih€ Srandards on Auditing specified
under Sectiot 143(10) of the Act. 'lhose Standaids require that we
*itt
cthiczl requiremcnts and plm and perform the a"dit to obtain"-"olu
reasonatte
assurxncc about whether the inancial statcments are ftce from material
misstarement.
6. An
zudir involves pelforming procedures to obtain audir evidence about the
amounts and thc disclosutcs in the fir.nciat statements. Thc procedurcs sel€cred
depend on the audiror,s judgment, including the n"".s"*.rrt of ttrc rist s
of
matcrial misstatemcnt of the financial statcments, whcrhcr due to fraurl
or crtor.
In making rhosc risk assessrnents, the audiror consid€rs ilrretul financial conhols
rrlevant to the rlomprnt.s preparation of the financial statem.r,"
,fr" *i*
nnc r.rr vrew rn order ro dr"ign audit pr.crdurci Lhat a;e appropriare "L"
rr, ttre
orcum,rarce,, bur nor for rhr turpose of erprcsing an opi"i,,n
whefier rhe
Lomp:rnv hns rn pl?cr ,n ,Jequatc intemal nnancial controls
"n
system over fintndrl
rcporEng .ind rhe opcrat'rg effectivcness of such conrols.
An audit also incluctes
eviru,rong rhe approptureness of the accor:nting policies
used and
reeson,btcness
wc
7.
of rhe accounring
esrimates madc t y ii. c_"p""y,"
as evatuihng lhe ovcrall presenrrri.,n r,l rhc
frnancral st:rrcmc.rirs.
ure
o;""|i*".'^
\ve believe rhat the audit e\,idencc we hayc obrarned is
sufficrenr and approDflere
ronr,'!idcaIJasl5forourrrrdiropinrononLhe|rnanciaIsrareme
Opinion
8. In ou!
opinion And
to the best of our inlormatlon arld eccordinq
to rLe
explanations givcn to us, the aforcsaid fi,,rn.,,t
g";
d*;;a.r;i;.,
r<lurrcd by the Act in the manncr so.required "tar.ment.
gr". ;;;;;
;;,-;;.;;,,
conforrflty wirh the,rcct,unting pr;ociples genernlly
"rdai-cepted
^ i,, I",ti",
;i;;r;","
of affars of rhe ct,mpany o, ot ii,v"r.L zoi,
ended on rhat dare.
t,.l;i"',*r,;;,;;;;;;..;;.
Report on Other Legal and Regulatory Requirements
e
As tequited by the companics (Au+:ol: Repdg
order, 201s (he .ordc!/
issued by thc Central Govcrntnelt o{ rnd'a
rn ..tms or scctron 1'13(11) or the
rct, we live in ,i; i;;;;;;;.;i
)n t on rhe ma I t€rs specifred
il,t paragraph s 3
and 4 of th e Ordet.
10. As
ftqufed by Secdon 1,t3(3) of thc Act, we report thnt:
a.
rve have sought and obtaincd all the,information
antt explanations which to
rhe,.bcsr of our knowledge and belief wete
,,""."",,y r",.,h;;."p;';;;;;
o.
m our oprlxon, propcr books of account
as required by law havc been kcpt by
-,
the Lompan,v so far as it appears from
orrt exa_i""i",
c
"f,fr""" U"ll.,--..
ihc financial state$ents dealt
books of accounr;
with by this report are in agreeftent with
tbe
d.
in our opinion, the aforc-said fillancial statem€nts comply with the Accouotiog
Standards specified unde! Section 133 of the Acf read with Rule 7 of thi
Companies (Accounts) Rules, 2014 (as amendcd);
on the basis of the \r.ritten reprcsentations received ftom the directors and
taken on rccord by the Board of Directors, none of the directors is
disqualified as on 31 March 2015 ftom being lppointcd as a director in terhs
of Section 164(2) of the Act;
with respect ro the or}|er marrers to bc indud€d in the Audito/s Rcoon in
accordance wifi Rule I I ot the Companies rAudit and Auditors) Rul€s, 2bt4,
in
our opinion and to the best of our information and according to tle er<planations
givelr to usi
i.
rhe Company.does not have any perding litigations which would
irnprct its
turalloal posirionl
ii.
.
the Compary did not have ary long-tenn conaacrs includine dcrivativc
cootraca lbr which there were any mater:al foreseeabie losses;
iii.
tbere w€re no rmounts which were requlfed ro be rransfened
ro th€ lnvestor
r:,cucadon and protecrjon Fund by the Company.
[^ff.^
Fo! W.lker Chatrdiok
&
C-o
WalAcr Cbandiola. et
L
,62i
A)
istration No.: 001076N/N500013
perBP
Partner
Metnbdship
Place ; New Delhi
Date : 13 April2015
Annexure to the Independent Auditot'6 Repo( of even datc to the members of
TV18 Home Shopping Nerwork Limired, on the financial statements for the vear
ended 3l.Mrrch 2015
Based on the audit ptocedurcs perfonned for the pulpose of rcporting a
rrue and fair
uew on the {inanciat statemcnts of the Company and taki"g iflto clnsideration th.
informatron and crllanations given to us and it. ioot
u.i.orrnt and .ther recorj,
cxamrned by rrs in thc normal course of audir, we repon " "f
tnat:
(i)
(at Thc Company ha\ marrrrarncd propcr rccords
showinq
mcludrng qu,our,ruve deraris and .iruzrion of fixed ,*.,.1
fu[
oanicul.rrs
(b) The Company has a tegutat program of phvsical verinczdon
of its fixcd
ass(s undef which fixed assets ate verificd in a phased manner over
a
period of thrce 1cars, which, in our opinion, is reasonable having
rcgard to
the sizc of the Company and thc nature of its assers. Ni Jat"ti"l
orscrepancles were noticed on such vctification.
:i:,::ff
(in)
.
(i)
TLf:.;,1:: l::""::il1,:fi::1.
*corc,ing,v,,hc p,ovisions or
The Compar) bas granted unsecuretr ()zris ro a company
covercd irr thc
rcsister marrtAined undc Section 189 of the .{ct;
"".i
;i;h ;";;"; ;; ;"
the prin.if'al am()unrs arr reo.rvable on ttrmand and
srrrce the reo,rvmenr
sucn roans has not been rlimrnded. in our opinion,
.eccipi of rhe
prncpar alnount rc regular. Furthcr, receipt of tle intercsr
amount
oI
is
O) thcfc is no overdue amount in rcspecr of loans granted to such company.
(i9
()wnrg,to the naore of rrs bLrsric.s.
rhc C,,mpan) does not mainta;n an!
pnlsrczr mvenrodes.or seu ,rn! go,ds. \ccordraglr.
clause jirv) of the Onlcr
wro respect ro purchi5e .l inucnrorrc" aad sale goods
of
is noi anplicrble. tn
our op,nion, rh, rc i. in adcquatc inrerrrat control
i",._ .,,-#:;,:';,;
the sizc of the oompany and ihe nanre ofits b,"r.J_
r". ,rr. f*.1,"*
a.sers and for rhe sele of senrces. Dunng rhe
c,)u$r ol our,rudt. no"irC
mrior
rvcakness has been noriced in rhe inrcmal
.."".f ,,.,,.rnrn *.p".,',,f ,ir.i.
Thc Company has nor accepted
scctions 73,Jza .r ir," J*
an,
j?B:['Jf
"IJir,;Afi:ff::(;::Hi"*:
r,,"", ii.U,..',"1'"r ,il
Rulcs. 201I rrs amendedl. .\.c,,rtlingt1. r trc pro,
Order are nor applicabte.
We havc broadly tc.vicwed the books o€ accounL maintained
bv
companl' pursuant
the
to the Rules made by the c",,,i"i c.,..""r_"r, ij. iil
maintenancc of cosr records under sub_section (1)
.f S".,i""
;;
\cr i" r.*pccr of Comprnl! serui.(s and arc of rhe o1li,tion ih';;
rhar. nn)
Jr'./p. Lne prescflbed accounr, and rccords have b.en m,d;,nd ma;nri;n".r.
Ilo.rvewer, we have not made a detailed exxmin^rion
with a view ro dctemrifle whether they arc accuratc
"f th. """t ...;r;.
or complcre.
&rll:xtlre to the Independent Auditot's Repod of even date to the members of
TV18 Home Shopping Netwo* Limited on the financial statements
for the yeat
ended 3l March 2015 (contd.)
(vii) (4 the,Comfanl.rs rcguhr in depositing un<tisputect starutory
ducs includrng
prov'dent tund. cmployees. state insurance, iocome,tax, salcs
tax, we.lth
tax, scrvice tax, dury of customs, duly of excise, valuc
added tax, c.ss ,nd
mnrcrrzt srarurn+ dues. as applicablc. wirh rhe
apnronrrare
.orhrr
aurnoro,:. t-urrher, no undispure<J amounr. prlablc in ,espe.i rhcreof
were outstandrog ir rhc
1'err-cnd for a pcdodo? more ,fr",i
_"rir*
rrom rnc dare rhc]. brcome p^\.2ble.
"i"
::lt:l:n:u:: ;;::j. [i, ;"."T:" j^tilff :
"' not
lli#";.'""':.lill
becn depositcd with ihe
appropriate authotities on
dlsDute,
;il;i;,,
(c) lhere wcrc no amounts which were
rcqurred to be ttansfered to the
Inve.ror F.Jucadon rnd
r"",r
,i.
with the retevanr plovisioos
'rorecrio.,
of,hc conp.rnre" act, rdsc i,
iuilj ,"a
rules madc thereunder. !!q4dngD
Accorrl
rhe Prolisjons of claux"r3(v
of
i,
i.'.p",,y;'j.:;l;";:.
o.a* -.
'., "fpi
("!1)
the Companyl
l:.":::^,.11."
rnandat ),ear arc morc than 6fi
.rt.
. r,*
accumutatcd tosses at the eod
of thc
of its.net wonh. rhe company
r,'""1' and the immediat'ly
trrc current
preceding
"""r,-i;;'il ilI
^*,:...i
Iinancial
ycar.
(lx)
(x)
)1c)
Thc Cornpany tras nor rtefaurrcd
to.anv bank crurins
,r," 1*..
c"-p""r
il.:111-*t or dues debenrr-cs
or rrucs
parnbre r^ nn.rncjar'l."r,;i;;;,r""r'
l:,,:",Jsrandins
il'.
;:;;;;
The Comparry has nor eiven an\.
ror roans takerr bl others rrom
u""r-' h';'"rlr ;":'r";;
,.tccotdrngr).. thc provr,ioo"
'''
of clau{e '1(x)
.f tl,. od., ;;;;,;;.".,"",,r
r;;'rY:T:'':s
(*r)
(xO
,
fhllilS"lli;jii..i.lllj"j""
No fraud on
pcnod covered
lUUA""-,
For Walker Chandiok
itJ,i::f"-*"t
&E i
lru/kcr Ctndok
"-{
P
rl
a9 (.b)
o.: 001076N/N500013
per B P Singh
Me'rbcrsllp No
70n6
Place : Ncw Delhi
Date : 1-3,{pril20t5
^nnr.a
thc
r-m
roans ror rhe puq,ose ro,
has been noticccr
or rcpotted dudng
the
TV1E HOME SHOPPING NETVORK
Bal.nc. shcet .s
ar
31M.rch
LIMITED
2015
Ar.r
A..r
31Mr.f2015
31M.ich2014
at
EQUITY AND LIABTLITIES
E9,675,5r0
llcscocs ard ntrylus
27J80,489
11?,155,99
89,675,510
1,780,?65,191
1,870,:12(),?04
NoD{.cor liibiud.s
I/Dg re@ boEownlgs
Other l()ng rcrn Liabiliiics
r-ong tcrm tbvls,ons
5
5r,302,922
121)A?.922
38,362,r18
36,fi7,450
90.41t.249
t@,44t,155
r.020,181
sho.t lcm b.iiowinr
8
662,0tt2,813
187,438,069
()thcr cuiicdr labiliries
9
929.116,581
816.266,214
l0
Shortrrm nrovisions
491,867,1t8
310,927,939
I]
48,7302t2
61,745,A76
2,t31,936,7U 7,69A1a158
__.j:g,so3pt-
3,500,?60,0r?
ASSETS
t2
ldt oAlbll as!*s
357,155,982
ll
r.ong-tcld toaos ard atvaic€s
410,895.944
119,149,632
121,731)20
_808.128,87t
617,390,?tt
r,$0,017,983
1,285234,493
15
(:.ih rnd bhk bdrnccs
Sl'ort.rcm loais
(
iid
advanccs
117,008,027
?1.01q.665
1Jl5,270,185
82t,000,134
17
\hc. cur(mr lsserr
103155,825
112,263.449
15.?49.771
l8
16,941.957
r,034,269,419 2)soa2,0y
299503972
Nore6 I ro 40
'I-his
i
hc
3,5m2fi,0r1
fom m in(e8,at pjd of rhcsc firflci.r sbtcm.n6
bdirc€ shRt .c.(rrcd ro in our q,o.r
ofcy d
.h#*".*:*JA"a"l
c.
Io. dld on belDlfof BM.d of Dirccto^ of
TVIE Home Shopping N.tmrk Liaircd
,.1
4.1)
P.Singh
l)lN:00015280
-
l)lNr0rl7l73
...w rye
*/",J k 'lt'
Macn.lihi Blhl
o^.
1
3
/y'120u'
TVI8 HOME SHOPPING NETWORK LIMITED
!t
tdcnt
of pmfit
od
Lo.5
lor.he y.ai end€d 3l March
m$
Yca.Gndcd Ycrcrdcd
2013 3lrl'.i.han4
3l M.rcb
R.bu.
from opcsrioos
4,438,664,036
t9
3,62r,879570
5t918,681
m
60,662,435
4:493,582:717 i,682,542fi5
Employe benefit cxpeftcs
21
683,71r261
75,1U,999
t81,172,t87
22
D.prcci.tjoo rnd emo.riz{ion.xp.ns.
252,397,521
1tr,t22,826
4,6O9,9O9,8a0 3,522,239!t5
24
Lo!. bcfor pdor pc.iod .od dccptio.rl
615,363,498
5,549,978,327 4,521,t23266
0,056,395,610) (E38,581,26 | )
ird!
(635,422t34
l-oss
befor / .ftGr t x fo. lnc
E4iings p.. cquity sharc (hsic
Note. 1to 40 fom
..
j25,0$
ry19,t43,105
rd dilutcd)
27
(675.U)
0,409.70)
in car.l p..t ofrhc.. Gn,nc,-t sorcmcar6
di:::-:&irtfP
*i;$fi[
Forwrlk Cb:ldiok-de; Ltp
.
57
y...
h'*'n*'r"*"
a'"
Foi rnd oo beherf of Bord ofDnecbrs of
Homc Shopping Network Lioited
fi18
frrl""*'
DIN: m015280
D,e, t3
Aftl
4+t
-
Kim Joo! Shick
DIN:029373?3
Q,t- G&
su6l6 M.$orn
S.rbvi. Siogh
Chicf Exe.urivc
Cbicf Firmcid
(Xdcc
of6cr
Jl*,.l"rr!^
vL^&d"a.H
D.t 13/lPi\ rorr'
TVI3 HOME SHOPIING NET\VOII( UMITED
fo, d.r.ftnt for d. y.rr md.d 3t M.rch Z0t5
C..h
A.
a
CASH FTOTO FROM OPEMTING AC1rVITIES
tjtpGi.ion iftl rnoniado' sp.ns
ra3 / (r\ofiD
l6rrn'n rd
on
,rc ot tucd
!*R
dou[rfd dcbts / ldyrn.or
anmrr \in , off
{bilni6 stire. brck
I
Goodwiltwdr.noff
hr6r c{..s
bh Poe$ns chlgtr
21t,5\1,rtl
o9,663,354)
oFanng Lss btfoft m*ing cei6t .bugG
Dc.@e/(I"@c)
I"cI*
if,
I.ca.rc
in
Idc& r
Clh s.d
rnd. Keierbtq
lolG .nd '.rdun
D.
*h e,l
CASH
(r5t.0ul,26e)
0r.770,e66)
opmroni
in
'|ns prid (ner or
€tund
Nct
6
cufrnr rnd non.clmnr tirbili!.,
prt,rn'iins
in
(covrd)
(205,0.16,653)
orra.i,g ci\rlcs
p15t2e27n
GoatJ3?J60)
F[.oV FROM INVESTING ACTTV|TIES
I,whae of bltiblc sids
PEh*
ol inonsibt.
$$( [rlud!.g
I,na{Js nim s e or hn*ibl. r*s
@runFuf ri$l
Ner .tuh
B.ncdhd
f(h
42s221,739)
rnn,Bibt. *re6 udcr
()qiE' {)/ F.Ed' ftm
C.
t79t)115*
0r,r0{.1.r)
J+sn
(ne0
nJ52!x1
i.ycr,nx miynjs
439,160,42t
CASH FI.oW FROM FINANCING ACTIVITIES
i*e of prfm.e sh,6s
Pdlarls frtm
(Re0rrmen0/rmcedr orloda rLfr b.rtou,ic
Eer{cnr/[email protected] or3ho( km hfr,ws (nd)
i
@ pc6.ing
((1.6\7,565)
c6irgcs
f(n
fl,n1.472.J
Net
6h
N.r
;ncMc/(dccc&) in 6sh &d cs6 .gd9t.nb
.!b (id\ rimb { dr b*jn4r of$e vc&
gcl@Gd
{iah rnd
Crh rn't
Ca5h rnd
s*
quiqtcnG
cmh
oh
fin,ncinA.crirni6
1r
rie e.d of.hc 1'c*
217,635
3,46rI69
r27,217,685
.qui\rcn6 inctudrl
('t)ug''
Dfp.lB Nrh o'i*,nj nrru.n
rrila.&
No..r r
lnn
* rtr
d
ior.S,,j
clh ltaq,ir!m(d
hs-+l.n
,,f
booK (erer noE
ro lo 6m
u rhc
o.er{3fit
t65.l2L1t
fr iR rtun
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Tvr8 Home Shopping Netq'ork Limited
Sununary of signific.nt accounting policies and othcr explanatory ittformation for .he year .nded
31
March 2015
L
Background
TvlS Home Shoppine Network Umited ('the Company"),
was incorporated in India on 13June 2006.
The Companf n primrrjly cngged in pii,viding rhc platfom ro v€ndors for markctirg and disnibutjo. of
corsmer goods tkough the tdoision channel owned by tbe Compary, irs websjte lnd call cent€rs and
c(,urier compdnics €ng.rgcd bj' it for delvcry of the goods of such third parry vendors k, customcrs
bc.red across India.
2.
Basis ofpreparation
'Ihe financial srrtemen$ havc been prepaied under hrsroricd cost convention, on a€cruat bas;s, in
rc.ordmce with the rcounting principlcs generalv acccpted in India, includj.g the Accounting
Standards specified udde{ Sectjon I 33 of rhe Act, r€ad wirh Rule 7 of the Companies (Accounts) Ruics,
2014 (as lmcnded). The accounring policies hav€ been consjstently applied by the Compan\r
2.1 Surffnary of
a.
signficant accounting policies
Us€ ofesrimatet
The prcPffiuon
of firEncirl sritemenrs tr €onforniq. wirh
gen€raly acccpt€d .ccoufihg princjpl.s
requires manngement to makc €somrtes xnd rssumprions that affecr thc reported motrnrs
ofrsscc rDd
lilbilities rnd dr€ disclosure of coDtingcnt labitities on thc dare ofthc 6nanci,r st,temenrs
and the rcsuhs
of operadors during rhe leponing pcriods. Although rhcse cstimates ffe bas€d up{,n manag€menrs
knowledge of currenr €vcn$ a.d rctions, actual resutrs codd differ fiom thosc cstimares
ind revisions, if
uy, are rccoLntscd in rhe cu'rcnt and tururc pcriods.
b.
Txngibl€ {ixed assers
Tangiblc fixed assels ar€ statcd ar cosr, net of accumular€d deprcciation afld accumurared
rmpairmcnt
losscs, if any. Thc cost compdses purchase price, and djrectly atdbutable cost
of bringhg the asser to irs
workiog €ondidon for rhe intend€d use.
Subsequcnt expenditure rctated to an itcm of fixed ass€t is ndded to ir. booL lalue
onty jfit incr€aies the
futurc benefits ftom the cx'sting asser beyond its previously assessed standard of perfofinancc.
Alt othet
cxp€nres on elisrjng 6-\cd asse$, j.ctuding da) to_,tay repnr rnd maintenance
expendrure ana cost of
repLcrng p,ns, ar€ chrDg€d to thc starcmenr ofprofir and loss fo. the period
duinj *U.r, _.r, *p.n*""
Capital expendirure incurred on rcntetl propenies is ctassified as .Lcasehotd
improvcments, undc, 6xcd
Gains or losses
alitng trom deiec%f,ition of fixed assets are mcasu*d as the {:tiff€rence beween
the ncr
ud the carq,Dg amount of the asser and are rccognjzed in rhe starement of profit ad
drsposal procceds
loss when the esset is der(co!,nized.
TV18 Home Shopping Ne.wotk Limit.d
Surnmary of siSnifcant accounting policies and orhcr cx!'lanarory inlorrnarion fo. the year cnded 31
Mrrch 2Ol5
c.
Deprecletion on iangible txed
asserE
Depreciatioo is rccogDizcd on a stnighcline basis brsed on useful life to wiire dowo rh€ cost tess
r€siduel value of tangible fixed assets. The periods appli€abte are:
Asset D.scription
Usetul life
Coopute! hard\rire
5 years
Plant end nachineq'
2-7 yezts
Fwniture a6d fixtulcs
5-10 y€lrs
6-7 tcars
I-easehold improvemcnts are amorti2ed ovcr rhc cxpecred useful livcs of thc undetlying essets
(determined by refercnce to complnble ovncd asscts) or over rhe rerm of thc lcase, I,hichevct is
Gtns or
losses arising on thc disposal of tangjble assets arc d€tcrmined rs ih€ differcncc betw€en
the disposal p(,ceeds and the carrying anount ofth€ ass€ts and lrc recogniz.d ;n rhe Shrcm€nt of
d,
Intangible ass€ts
Intangible ass€ts acquired scparately are mea6ur€d on
rec%nition, intangible asscts
dc
cafficd
at cost lcss
idtial recognition at cost, Foltowing initiat
rccumulated @orti"ation and accumulated
jmpdirmcnt losses, if my. lotcmally gencrarcd intrngibte rss€ts, exctuding capitalized dwdopmenr
cosrs,
{e not c.pitalized ,nd qpcnditutc is rellected in the statcmenr of profir rnd loss in thc ,E r in vhjch the
expenditure is incuffcd.
Goodwill G rccordcd in thc books when consid€nrion is paid in excex of the vdue of rhe ner .ssers
of
the busin€ss taken over.
Gains or losses arising from de,rc.ogrxtion of an intanSible asset are meas$cd r! th€ diffdeoc€ betw€en
the nct disposal proceeds and the carrying emoulrr of thc asset and are rccognizcd in thc statcm.nt of
po6t
e.
and loss vhen the assct is d$ccognizcd.
Amodisation of inrangible rssets
tntangible assets arc amonized on a srnigbr tr.rr basis over rhc estimated ureful life.Compurcr softwnre,
Customs iflrcraction porrals and tndcmarks rre amortised ovcr a pcriod of fi!.e yeers on str:ight_line
Goods'il
is amoniz€d over the r€riod of five
vci's.
TV18 Hom€ Shopping Nerwork Limited
Summary of sigtrificant accounring poli€ies and other explanarory information for the year end€d 31
March 2015
f.
Op€rating leases
i€tij's subshrtialy atj rhe risks and benefrs of ownershjp of rhc
operaring leascs. Operating leas€ palmcnts are recognized is ur Expcnsc ,n
thc st2tement ofprofir ard loss on a straigh!,line bisis or.er rhc lmse rerm.
Irases wbele tbe lessor cffectivelv
leased term, are classified
g.
$
Impairmenr oflssers
The Company assesses rr €ach balance sbeer datc vhcthei rhere is any indicfiio. that an asset may be
impaired. If,rny such indicatlon exists, th€ Company csrjmites rhc recov€iable amounr of th€ asser.
such recovelable nmomt of th€ asser or rhe r€cov€rable uount of rhe cash gcnenting unir to whrch the
isser bcl()ngs is less rhan i$ can]'ing amount, the carq,ing amount is Educed to its recovcrable amount
lnd thc reducnon is ncarcd as an impairment loss aod is recogr sed i. the stat€mem of pro6t and loss.
If ar the balance shcct date thcre is an iodicauon thar I prcviously asscssed impairment loss no longcr
exists, the r<coverlble imounr is rcasssscd and th€ ass€r is reflcctcd at rhe re€overable amount sublcct
ru a naximum of depr€ciated hjstoric,t cost ,nd the sme is accordingly rcvcrsed in thc staremeot of
lf
profit .lnd loss.
h.
Revenue (ecognition
d.
Commission on sale ofproducrs and reimbusemcnt of freighr and collection €xp€nses:
Cornmrssion on sale of produ€t and reimburscmenr of frcigbt and colecrion cxpenscsrs
recogruzed ar the time
of delivery of producrs bv rhe courier conpaores to cusrome n
accordance with cuDuacted r€f'ns with rhe vendors.
b.
Interest incohe:
Intdesr jncome is recogoised on rirne proportioo basis raking into iccounr rhc amount
outstxnding and rhc iate applicabte.
i.
Forcign currency transactions
lncom€ ind expense jn foreign currercjes rie convc(cd at cxchange rar€s prevaiting oo
rhe date of the
transaction. Foreign currency monctary asscB and tiabililes are rranslarcd at the exchange rate prevailing
oo tle bdaoc€ she€t date. Exchange differences arisng on the serttcmenr of monetary ir€ms or
on
rcporing Compa.y\ moneraf', items at mres diiferent ftom thorc at which rhey w€re inioaly record€d
duflng the year, or reponed in previous finmcial statemenrs, ere recogn;sed as income o. as expeDs€s
m
thc yer in which rhel nrise.
i.
Employcc benefirs
Expenses and liabilitles in respccr of emptoyee beqefits are recorded in accordancc
Standard 1 5, 'Employee Bcnefits, of Complores (AccouDtjng Sendardt Rules, 2006.
i.
Povidem fund and Emptoyee Starc rnsura,cc Schcme
vith
Accuunting
TVl8 Home Shopping N€twork Umited
Suffnary of signitrcant accounting policie6 and other expl.natory informarion for the year ended
March 2015
31
Employcc benefits il1 thc form of Prolide't Fund and Employee Statc lnsurance Sch€me are defioed
contribution plers 2nd rhc contributions are charged to rh€ st tement of proEt and loss of the year whm
the contributions ro thc fmds are due. Therc are no other obtiaations other than tbe conrribuuon
oavabl€ to the funds.
Gratuity
Gratuity is a post- ernploymenr beneir
ind is in the nature of a defincd l,encfir ptan. The lrbfiry
tecogniscd in tbe balalrc€ she€r in respect of grarujry ;s rhc present value of the defi.ed benefit
obligarion at th€ bal.nce sheet date. Tlr€ defiDed bcneiroblgation is cdculared at the batance shccr date
by an ind€pendent .ctu.ry using the projccted unit cr€dit method.
A(1uarial garns al)d losses arising from past expcricnce and ch.ngcs in acrurriai assmptions are credited
or chargd to rhc srdremcnt ofprofit.nd loss io the ycar id which such gains or losses,rc d€termjncd.
iii.
CompensaGdabsedces
Iiebiliry in respect of compe.seted abscnces becoDltrg due or €xpected to b€ av.il€d within one year
from rhe balance she€t date is rccognised on rhe b.sis of undiscount€d vruc of estimared amoudr
requucd to be paid or estjmated ralue of benefit expectcd to bc availed by the cmploy€es. Li.bilig in
respct of compensated abseoces becorning due or expectcd to be availed mor€ rhan onc ye.r ift€r the
balance sheet date is estjmated on the basis of an ectuarial latuarion performed by an independeDt
actueq ushg the projected
hit
credit method.
Tax expense conprises of cuncnt tax and deferr€d tax. Culrent income tax is mcasured at the amolnt
€xpected to be paid to thc tax authorities in accordadce wirh the prorisjons of Income Tax Act, 1961 as
.pplicable to the financial year. Defcrrcd income taxes reflects the impact of currcnt par timrng
differences betveen taxable jncome and a.counting in€ome for rhe lcar and reverrrl of timine
diffaences of earller yearc.
rax rates and rhe i,x laws <naced or substrndvc\' @cted * rhe
balance sheet rlatc. Defcrred tex assers arc recognized only to thc exrenr tl.u therc is rerv,nable c(nlhr)
Defeted tax is mcasured bsed on the
that sufncidt furure sxrble income will be availlble cg.hsr wh;ch such d€feffed tax nssets can be
rcrlizd, In situatioo, whcre thc compaoy has unabsorbed dcpreciation or crr4 forw{d of losses,
dcferred tax assets are recogflizcd only if there rs vinull ccrtamry supported by convincing evidcncc that
ficy cin be realizcd ,gainst tuturc uublc pr,fir
l.
Eatnings/ (loss) p€r share
Basic earnings or loss per share are calculfted by dividir:g the n€t pro6t or loss for the pcriod attributable
to equity shareholden (.rfter deducting preference dividends and a$riburable raxes) by rhe werghted
tverige nmber of equit! sharcs outstrnding duriDg the peiod. The weighted averqe number of equiry
sbar€s c,utstanding duting tbe period is adiusted for events such as bonus issue,
bonN elem€lr ln a rights
split, .nd rcvcrse share split (coDsolidatron of shares) that have changcd the number of equiw
shar( ousunJiny, wr(hout. c.rrc"pording chdnrre in rc"ourc.s.
,ssue, sharc
TVl8 llomc Shoppiry Netx'ork Limited
Surnmary_ofsigniEcant accounting policies .nd oth€r explanarory inform.tion for ihc ycar end€d 3t
March m|5
For the purpose of calculating ditutcd ernings or loss per share th€ net
Fofir or loss for the p.riod
attributable ro equiry shrrchotders add rhe veight€d av.ra8€ numb€r of sharff outst nding duiing the
p€dod are adjusted foi the €ffecrs ofrl dilurive pot€nrial €quity sh{.€s.
m" Ptovisions erd contingent liabitties
The Coopaoy makcs a provision wh€n rhetc is a prcscnt obligarior .s a resulr of a past cvent eDd where
dl€ outnow of economic reources h probable and a r.liabt€ cstiD:te of rhe ,nount of thc obliqation
A disclosurc is madc for . contiogent labitity q,h€n rhere is a
- possible obligatio4 rhe dristcoce of which
wil bc confirmed by tlre occuttcncc/non-occurcnce of one
or morc uncerr,in cvclts, not tuIy vithin rhc control of ihe Company; or
- pt€r€nt obligarion, where ir is not probablc rhat an outflow of resources cmbodying economic bcncfis
wil bc rcquircd ro sctdc the obligrtion; ot
-
Fes€nt obl.igarion, whcrc
a
reliable estimarc canoot b€ mrde.
Wlere thet€ is a pr.sent obligrion jn respecr of which the likelihood of outflow of rcsources h r€more,
no provision oi dildosurc is madc,
n.
Cash rnd carh equivel€dt
Cash and cash €quivd€nr compdse carh at bank aDd
oiigind maturity of three months or less.
(fbi
pac. bdr b..,'
in hand and shon relm bank deposits vith
i"t ntional, hf blank)
an
TV18 HOME SHOPPING NETWORK
S"--"ry of.lsnitlcmr ..o!nrir!
!n!e,
ii. PrtfcEnc.
of a lD
shls
15%
rhrs
of
0.01
.
i
10 cz.h fully
124!)J,r
up
Fid
conycfriblr prctcrcncc
shr6 ol
rh.et of
a
I
(r.001'/. Compululr,
m
M.r€h
,15
onlriihl€ prcfc*nc rh.E
or
135,00n
11.t{D,(xx)
l0t,l3l
10,
10l,t3t
10,118,100
291998
29.rrq.8oo
Toel l..ucd, suSraib.d .nd 6rlly pdd-up sfirE
3,100
2r1,rr8
I
12,407,q0
rl,5{x},fxxl
lr
6 tFid!t
r,210,i91
lti.000
a 100 e.ch
compu-oD on\c'rbl. f'rf.r.n( !l/F.fa
l0Oo.n
31
€*h
Compulort corvdiblc nrcfsldrc.
59'Onion ll
.ndcd
of a lC$ ctch
l.Ncd' .!b.cri6.d md laid-np .rpncl
F4uitt
Ft
c'pibl
Atrthori0d ehlr
i. Dquity
LIMITED
policftr .nd orh.r dDl.n2rory inloddion for rh.
244,4t1
c+ib
2\44\ntN
2441e1
4r,675,510
-____31419_
-------qi:I:19-
. R..orcilj!.ion ofrh. ah... c.p&.!
ShG. outtadiog
ar ihe cnd of rhc
ii, l5% .onpul6o.y conv.diblc pE
A
h?
beg.n'ng or the
tc*
12'/0,1t1
cct.c
144ot,910
.hare:
ya'
135,000
ku.n duin* the rar
ouurodirg .r rh. .nd of rh.
Add;
iii,
5%
t!.r
1!5,000
op'iondt 6nrdibl. paa.Fncc
Sh.er ourimdirg .r lhe €.d of th.
lv, 0,01%
Gnd or
rh.
ttat
lJ!,000
lJ.5{x),(,O0
10,118,100
101,131
10,118,100
.nG.
y.r
101J31
cohpul$ry cmvcdibl. prcf.lde thaet
Oltbnding { de
a,soo,ool)
291,998
AV18 HOME SHOPPiNG NETWORI(
sulmrn of.ignilicanr .c.ounrinr tolici..
.6pu!&ry
v, o.Ot%
i. Ar
$r bq'nni.g
convedbL pEf.Fnc.
of th.
and othcr
of
She.
i.
'€ar 'nd'd
31
M2rc1' 2015
244!97
24,491
24,419:ltlt)
21,419,11\\
holditg @mpoy and by rhc p@fl o{ftr. itlllrcdid. holdlttg @mP44'
ltcld by Nv13 HSN Holdin€! PI-c , thc
Rs I0 c,ch tuUy paid
tol, Cobpulk,ry
5olo {
th'
Fi.
.bs. b.ld by th. idmdi.k
Eqdiy shrres 0f
I
fo.
.ht3
OusEnding .t rh. .nd ol .h. y.rr
b It bilt
LIMITED
upld.rolv |tlom.rion
'
onvcnibl. t|lrfthi.r shr6 oi
I
I
m ddr
135,0m
)pn.nily convenible Frf.snc. shar.s of a I00 .rch
(J.ol%
i
Conpul$ry cmvdiil'I. pr.tcdcc Slnr6 oi
100
N.M.t 18 M.di. & Inw.@€nu
Umitd, ih. holdina omp.ny oftrNr8 HSN Holdiia.
il, 6fi.8g held by
0.001%
conpulrct! convdiblc ptuferscc Sh&. of a
. lnclu\ive nr'snrc rE hdd
c
tt n
nintes of NN'r
8
100
HsN Holdrqs
Plc
D.rnilr of shurholdeG hol.ling ooc rhM 5% sha€. in rh. ComPsy
Nuhbd
L Shur€s
h.ld by l.,Nrl3 HSN Holding. PLC ,
l]lil'
liquig sni6
1
"rI l0 6ch fulll
t% conpuhory convctublc ptcfcrcncc shfics ol a I00 .!ch
5'lo Oprion.lly
r)
convdibl. prrflt.nft sLr6 of
a I rD
ol% conpul$ry convdiblc plcfcrocc thrE!
hdun"€ ol rh.!.! rc held
Rightr paf.Enc.s
r,2.r0J85
t,240,785
115,000
101,131
l0l,l3t
100
Irvdhnb
Hordit€.
O,ml%Conl'uln)4 conv.ftjbL( fruflr.nct shlra
'
6ch
of i
N.Mr|( 13 Mcdia &
holdtng @nPrny ofrrNcl8 l|SN
ii. Sb.c ndd by
Lihi&4 rrr
%otholding
fie
by
of
a 1u)
nomilce. of NVl8 HSN
rd E.rictions [email protected]
to
244A97
Holdin$ !
.sh .l*6 otshti
l.ci"ip"nyt.*"'ry.*cl"s0..quir'rhs.svidrli.cvr|Ue.|.l0!elshr.Ljrlldd{0i(jliy\h[.is.n
.ti,irlcnd in lndiin RuFts upon rcconn.n lrtio. or Bo,.l of Direcias intl tPprcvrli. $c tnnuls.nc!.1mceting
ot rh. conp.ol,
riquattion of rh. cmpn , lb. holder ot .guq ,h16 sit t. cnudcd @ ,€ave rcnrini.g !s
"r
lilbiliti6. Th. dirtibubon *,ll l* in Prono.iutr to ln. ndnbs of eqdl lhircs h'ld bI 'nt tn"*no'u*
,.,
Company,.l.tl*c rnj
c"-p,ny tn ,r,. _-i
mndt
of
il
lO0"/"
or
pays
.,,, .
Y\
'n.
.ri.r
TVA HOME SHOPPING NETIIORT UMITED
Surluw ol.lrnidcsr r@mti6r edicio
tr
1]i%
C@9dery
.Dd orlEr
6$lo.brv ldoduriq fd r!. yd .nd.d n t|{.Eh A,!!
.ffiibL p..'.Frc atc.
6 6tcd ditdcn'l it rhc EE oa l5ol. sDbjcd @ d. rnll,bilny of po6t ind h.v. ! enue ofm F!! fd tlE &r of n:c,
The ihc d. lon.@muLnw i! o@ .nd @nv*iblc inb .qui9 tnr6 of 6. CdFnr 6cfm rb. dpirr of dE @@ hr*d @ d. rudnl
c@' or $. @dpd6, Th6. .hr! I'w piiority dd dtuity !h.c. id €g!.d b prlMt of llc diriddd rtol eprr4G
The
rh@. rE $nd.d
iii. 57. Opiior.ly 6nv.dibl. pr.f.rcnc. .hae.
The
firc
Diltsft
cE
or
qny a'pdcdl oPti@ of
or dE
(ndpty
rco{onvGioo of
of tI|. Oap{t {. pde d.6iEd mdlt by tlE eulbdftlr.ra d. &rrd of
si.h thc +pliobL teulbry pdnions rclilng b pnc. pmiljnS at th. tihc of .xcrclF of thc optiod ln
$.ys sill b. cd@:.d .tor $e dPry oi 10 t6, ot . pmiM of a 400 p6 .hd..
@6ion i.b.q{ny she
c6f(nity
rle dr6,
@tibl. pEa4@ .h.e
Cdq'i.o,y
tc. 0.01%
in
conv.dbl. in@ .guiry 3n3d r hy ritu ddnS tl'. Fiod or l0 F{i fion rh. d4. of se n . prie dd.mtn€d nutult
of D'fu
of dE Co+any in @!6diry drh dE rppUdble EsuLbry pdinoni ..!dn! b th. prie Fd.ililg ft
th. tii. of conEEio.. Th. F.f.Eo@ rh.c snlu h. add.d tJ ! prsniun, b b. dcEml6.d 6.5.d (,n th. edme r.e ot divid.nd p1r.bl. by s
Indi{ c6F2.t qdd tlE pl€giliig r.sdnory gidcld (o. pnidbft 3hG ndd by 2 roES! idBb.).
Tbe rhfts & @dpdoq
by
d. sbKibF ..d
i
o.dtl%
inc
BiBI
Compdst colEntbL
pr.fe!€ .h.H
aM.nd .r oNmiLtL
in@ .+it rh.c ofuh€ c6p.nr or} d d'. n!b.l .l]Mt ol tn @prni.r
nm .unmul{iE
rE atitLd o &.d dividl et th. re of 0.001% tubjat !o d. rqihbdig of Pon6 &d h.r. 2 hu€ or l0 ys 6om lhc &E or dloltBr
Th* 3i.c d
Dca|| ofrh.n.
in
-
t6su.d
psu.rt to con$d vtrhour prym.nr
5 y.u for cd cl.{ of.h.s
b.lng
c..lEd
In
..sb
.lloned
.t
n Oy
P.ld uP by wry of tE.ut
The
I.!c. .nd
blashr bclr dudrg rh. L..
No suh
nu
hs Blcn
6.i!a @iv.d in
s[
pls
in th.
im.dj{dy I'Ec.dtB fi!
m' l$ lh€ bda dy b9.btut
of
}d. It. Conlany hr! dot nluid My rhac. Psht
in dE @t td .'d Pl.c.dine 6t tE6.
sln6
(rti'
tt*
ta
tn hh.*ut!
14
ttaq
b i cddvithout Par@t
IIOME SI{OPPING NETITORX LIMITED
TV18
S|,muw
of
..&6tirr
drni6cu.
Doliqd ad oth.. dDl@rory infomuiid fo. .be yer
3l Mdch
S.cui.ie6
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31M*cb
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a
.t thc b.ginnins of th. y..r
Add: pEdim o! iite of 135,000 15
2J01,096,142
6,603J96,863
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?014
a
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|,432,816913
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the cnd ofihe
6,601,396,E63
6,603J96,863
14,822,631,669)
(3,rij4,050,4o8)
(4,141599)
fl,749,14t,106)
(6,575,916,374)
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27,4&.449
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51,$2,922
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July 2013, thc
cdnpint.ot red into an zmnseheni with bdt m aqil.rcdit facilitics upto < 250,000,000 taiLble for
r p.iod of 48 tund8, crlting .o iotcresr BE 2.?5% $ov. th. batl's bas ntc sd aPallbl€ io 14 stutu d quftdt
inst lnedB liofr 30 Ju. 2014 onwrd' Th. f.dliq s seued by hr?orh@tbn of holabl. fixcd a$d sd .ntir cmd.
d!c6
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Othc. loog lcm Uebilri.s
146.119
3,020,183
744,119
3p20,783
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Prcvision for enployce ben€66
(Ibi' !t@ hu kd
38,362,1,ftl
35,958,089
3836418
36,117,450
159J61
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polict . dd orh.r.,oLBroty infomdon foi ih.
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t
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I
500,000,000
94915,167
61,027,l'46
123,191,119
662,002,81l
187,438,069
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prdisiotu of th. srid Act ir nor likely h b. hu dial.
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29,090,816
46,210p28
29,338,305
3,t64,422
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1,000,000
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G16,286
601,071
1,9?3,3t3
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50,092,821
42,655,3O3
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491,867.118
Provkion for ehployee befttts
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dploydd
1J71,7O5
l?0,92?,939
1,653,009
1,650,057
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Summry oflignificmi a.counrlng polici6s and orhct.xph.atory infod.tion for !h. y.rend.d 31M.tch
13
....6
rntdltbl.
Cn
.t I April2013
Baldc. d .t
4 .t
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31
M.rch
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aahnc€
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r.31 Mdch
102.145399
20,413,431 122,449
4,653,524
25,066,961 722,449
53,109.420
155254,519
25,M,96t
50.0tllj,0u1j
131,37?,040
50,000,000
177,934,509
46,557,469
-
447,000
r,r(0,449
51?.261
11,460,980
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1E,606
13,460,08?
24,92tP61
4,546,165 144,490
5,119,026 163,t96
26:91,15t
4,691,351
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op.ning rcscpcs ( rcrcr
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37.614
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104,002.4E3
79,941,935 559,351
15250,5?8 496,511
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10,000JJ00
28,051,84?
26,000,000
56,203,188
2,500,000
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60,241,1:4
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i
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.
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2015
,i{xJ,rxxl
211,151,341
34,000J94
2t,500,tx10
31]!L
672,878
5o,00o,0q9
!!11!14
24,000,0110
121J11,321
-
119,149,632
TV18 HOME SHOPPTNG NETWORK
IJMITED
smmary of .l8nific.nlaccoundnS polici$ md orhc. .xplanetory infomsiion for 6e
14
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rd
cnd
ycnr
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2015
3l March
2014
r&.nc.!
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I
{
452s7202
Capirrl advaicc!
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I
Nil (Frdiou,
yq I
41,681,834
2,164,145
23,514,681
760,707,5i2
552,t742U
808,128,879
617.390.719
Nil)
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Uls@rcd, consid.led sood
UnwuBd, coNidcftd doubttul
k$: Pdirion for doubtful d.bts
6,565,711
?,583,306
11,0t1.992
18,422,072
(r7,017994
114,422,472)
6565:711
7,s83,306
Unseurcd, @nsidered doubtfin
96,690,114
96,690,114
ro3255,825
16 Cash
md
b.rk b.l.nce.
ca6h
ed
.a5h equiv.leots
1J96,606
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Id
wfth
|
47,008,027
3(,2,748
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c@nt rccount
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t39,424,121
139t24J21
bdk b.l.nce3
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+Iftlqdes depo$n of
I
of morc rbrn 3 molths but 1'5s
thd
80,464 (prd'ious yc.r a 80J64) plcdged wirh Unar
6,664363
126,454,937
8A6rA69
127,217,685
103,801,9E0
643,801,980
103,801,9E0
643,801,980
lL2,24J,441
771,O19,665
Psd.sh tnde tax dep.|nneot
TV18 HOME SHOPPING NETWORX LIMITBD
Summ.ry of sigdncor ..@mtitrC poltcies .nd othd .rDl.nato.y i'riolm.ti@ for th. vcar .nded 3t
17 Shon-crm los .nd .dt?cd
3l
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s20,866,514
3l M.rch
2014
I
138388283
Advanc.s recovcBblc in cash or ki.d (ncludc doubd! edvarc.s
I
2015
a)t5
I
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Meh
Mch
1,165,094,850
Prqious ycar 123,015,018
leov@blc
12,477,304
54,032,9t4
44?3,591
1.1t2.466.948
70,116,334
1,301 ,307
,662
15,85t,225
43,323,%2
1,687,120
I.4'18.285.,101
L€!s: Provjsions for doubtful aSain,r.dvanc6 Kov.mblc if, ca,h o!
1549,466,5141
823,om'434
lE Othei c@ent
(23,015.018)
1,413270,385
a.ct!
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(Ibi
Edd tra ba'
irhdlk'dt
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15,149,111
16,943,t)57
t5J49,771
16,94t,95?
TYIE HOME SHOPPING NETI'ORI( LIMITED
S@m4y
19
of
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o.h.r dDl.nno.v infod.don fo. rtE vcs .rdcd
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31M
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ch 2015
31
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1361,566,561
3,516,519,664
47,.109,690
80384p?3
8.6A1179
4,438,664,036
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iftooc bx
on s.lc of
4,004,000
2,574,000
2,914,449
20,596,460
u\051
t0,6(2115
cxFn..
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Contibution to piovident fund
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ftv.lfe
.q9,5?0
37,094,854
54918,631
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r
391,121
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24fi5,8r3
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a
20!5
lnd odler fsds
etpcces
609,860,796
568,675,1s8
30,1t1,606
16211,6s5
28,130,123
26,855204
25,14105
683,71126t
12,835512
635,363,494
241,834,991
Ir-rchnngc
3,2s4162
lds on buycs crcdit
8:E1,763
75.184,999
1,965,269
6,591
1
25491,521
2l D.pei.rion.nddoni..tion.xP.n..
D.pr.ciltion of t ngible iss.k
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of int ngible
147,171,603
14,000,494
rs*tr
181,111147
(Ihi' lpe bd
tc'
i,rnnotuE bf btn4
82,911,444
28,131,342
111,t2.E26
TV18
HOME SHOPPING NETWOru( LTMITED
Sffi.ty
of
.ipnifc.ni
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policic6
dd
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31
for
$. v.t
M&cb
md.d
2015
31
M.ah
2015
3l MNh
2014
I
a
137,909,604
Concnt purchisc .nd production cosb
166,E4E,?68
R.rt. tic.hriges
r03246,229
93,484421
Commutation .xpeces
163,846,514
120,069J61
2,854,712,853
1182,161,963
539.0?5J44
551,482,414
Frci'ih md dnuibution erp.6e!
A<lvenbeddt.nd buin€s Prcmooon
50.395,782
39,942,625
1l249,221
10,976.411
R€p!i! .nd mift.@ce
(r) !h dd mrchincry
23,135,214
14,382,998
(!) othe6
34,220$46
34,255,514
128J56,155
102,031,037
Tdvcning md
conv.,tc
vcldcL Ming .nd mint.jncc
L.gd rd p.of.ssiond elpeolci
5,51?549
8,043,595
105,39E,911
175,174,964
1t81259
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fd
40,5842m
doubtfin d€bB
Cstodg sdicc ctp.ndi@
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15,t74,552
2,148,801
2J6e,$4
1,913J57
22$fi,643
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'l@cd..
Printiog dd strjoncr.v
52n,t34
2p56,079
2,587,X7
21,A4,618
Psvision for doubful loens .nd .dvaoces
Adruc€s iaolenblc in esh or in lind win.n off
496,972,4U
Prcvkioo io. doubtful l(As and.dvanccs
Adwft.s @v.nblc h esh or in Lind MitEn off
C@dwil witcn off
29,535)14
Bmi.lgr
16.857,496
497t,n9
23.173.116
4.009.909.880
Misc.lbn€ols .xpcnses
27
29o1B1,211
138,449,548
635.4U,432
6289,$6
21,500,0@
57,125.064
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0,749,143,106)
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1210.191
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1,522,219,415
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lincn do!igh6-grJolv6un[ 25]14 on dt qpia ofon! Fd rroN $csrui&t,
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TV18 HOME SHOPPINC NETWORI< LIMITED
Sumary of iiqnificdt nccoun.in* Doli.irs md o.he. €xDld.tory intormation fo. lhe peliod ended 3l Mdch
32
2015
La6 @mmitu.trt
Opcnring
Th. Compa.t
has
bk.n
va.ious
[email protected] pGniss
u
d enc.ftble/flon-cmcelrble
4rc.mcnrs r€ nomnllf !.n.vrd on exPiry, Renrrmountiig
to idcn,.nt of prcfit .nd 1o$ durng th. ym,.
k,l
opcntinB lascs. TlF c.nceuable ]e.se
t!!i 93J84,421) h.s h.<d debn d
{
101,286,229l- (Prsious
31Meh2015
I
?
:1.)
h'{
Lki
rhrn od€ yc.i
nrm on. ydr bui not
ntor
than
Not
19,325t10
l.r{ ihr ivc
81J29,41t
34,t2t64
103,990,682
nr ted
C.pir.lcommnm€nls
Esrmlrcd .mosB oi .onrhcls Emainins ro b€ crsted on opihl ,ccoun( (nd
oa
draqcct {
8,643J92 (Prcmus
?|3,906,?59),
34
rar {
valuc of ifrpons calculsted on CIF b.6tr
t
t
8,584,41E
110,60?,2,16
Exp€ndiruc in forcign curcdcy (rcco.l bGid
3l M.r€h 415
a
Tnvclllng md
524,012
Advcnilchcntrnd busincs! ptuhodon
I.gal lnd pdne$rml cxpcns$
R.pxn ind nnintcntrn.c
{rhes
12,r12,158
.t
I
I,040,02r
2,014,r32
373:u7
15,809,619
l6
t
on"a:n(
b tfu
287,082
't2,525,663
uFLinling.nd downljnkjng guidclines nsu(d by the Mini$ry of lnfonnlti.h rnd BftElcr*rq1
datcd 23 Novcmbcr 2m7 to opliok ind do$nlink
''Homcshopl3 eloision dNcl nn r p.!i,d of En ! nvc Ic6 rcspccivclt. on 2l Novc$bd 2012, thr Co,rpid! npplied
fo. thc a!6d of tnc dovnt.ling li(.nr tsr I Eldsion chmel ud.r th. Do-nlirling Guidelirs, vhich n cuftdtly
p€din* for atFov.l of tt. MIB. l. n.s scrlc<I. shov ctusc @ri.. d,t rl ll M,r.h 2014 atun rhr MrB inrim.bg rh{ n n*
nor bccn comFlia.t $ith lni.inrun positivc nd vodh rcAujrm€n6 as pcr rhc lJpli.king Guidclqes Fsucd by the MlB. T1r
MlB, rhn)ugl, this show clusc dotic€, hrs lcaue$ed intulm.ftn atum thcCobF..ron$hy pcnaltica nqjin! Itom susp.nsn
of Fcnni$liun rnd ptuhibino. of brcadost/ hnsnissi()o f{tr 1 cda'n nuhbc! oi dlys, k) rryoedor rf penision and
prchibirion of brcden for thc @.i.i.8 l,enod of th€ prmi.rioa b disqu.linotion fron, hol.Ins ary fash pl@sloo u
tutui for . p.riod of arv. )Ec, b. .oi itul'osed. The Coopdli ha 3dde*al rhc net *onh r.qlim€nrs as on ll M.rch 2U1.1
dd is hoprtul rh.t thc afoestd |e .ltj4 wi! noi b€ npolql by thc MIB.
Tle Comt.nl docs nat dF<c! ant idvcrse inpd of thc pc.dh8 downlinlinS ippl(rin,n rrisids ltum iny rcsbction ro
Thc
Co'nt
is subicct
(MIB), G!)vemncnt of lodi! md h$ obnin.d lPpiovil fro'n MIB
codtinuc to uplink
dd dovnlnrlns
tdcvisn,n chnnn.l.
TV18
HOME SHOPPING NETWORT< !.IMTTED
Sffi..y of .irni6.d .@uiitrs polici.s Md oth.r Gipr...to!v infom.tion foi
s;.. tr" tr*t!"4 tI. Cb-p-y hns b€d focusi.g on buildi.g PLtfoms for vendos fo. .listribution
ll
oi consud.r Soods' The
Conl].ny hrs inv.std si8nitc.ndr it scdng up the i'\fhsrdctue Md its cotPont htud Acconlinglv being in its sq 3Bsts'
!ft Compint hrs lxp.rienced (,pcnri.g lossds rnd nci riiv. c.sh flows fon oFe8rionj ltouevc., thc ultimdt mtiorill'
shnrchrl(lcr, N.s!o!kl8 Mcdn & t.vcsdnc'ts llmndl, hns i$udd conrlnucd itocid ruPPot! !' thc CohPtnt !P h mrl
inclu,ling 3l Mtch 2015, .nd b.sed on tlu! it.tcitrl sul,Prt, rhcs. tdn ltl sbtenen6 hrve bdn PtIJral on a going
H.decd foFtgo odency
sposu.
Thc Companv lscs ctos-curc.ct foryld condct to h.tlg. its nsLr isocjaed with Auctuttions in focign cuftnci*
idtcGr Fi.s ehdng to ioieign .umcy lilbJilcs, Thc fuuowing nr. oubbding ddivrdes cotE.ctr $ on 3l Mrrch 2015
At d 3t Mdch
20151 A! ri 31 Mrch
ffinq rusD)
bd
:
20tr
Amou! in iorci5
|
Rup€.s
(,7,u2r,{,401
n
r.t. prokcnon r!in$ rpped)lon
'n
Indhn RulEs €dns UsD prj.ble D 4spe.t
dl imF trR igrid$
1,0?0,qxj
Amour in
let i ofc!€dit
1,0?9,001
hdid
U,841,961
Thc Company Ncogozes dcpccirtio. rnd xmoltisdtion on lnll8hlline bsis hded or the us.ful lifc to vrite doM rhe cos
l.$ .stlmftd r.sidud v.luc ol dgibh Ns6. In (sPccr to rh. usetul life of tlt rs€ts rhe oariSen.nr i3 oi th. follomg
nut,,n
io
rq,u
of r(hnologrcal obsolescc.cc, tnc $tful lift
. lpro .rh8ng
5
of.rnPutr
.a s
tts
n es).!blc lnd hcn .' txP.ct o tcPl"'
ves.
of Multi vie*er s.tdns, Ugnts 4d LED, cnd!, tr.ts for nsblirg th. @f c@@s'
g2tMt lPPl@cts ft which iE qxcinc b the indut! of rhl c-mP.v lnd no' 'F i6cdt oqed
und.r th€ Sch.dul. I I sd hdcc the 6-.$beot ldottd t' d.Pr.oat ihc sdc in lirc wirh lhr industrv PFcic.(
Pbd & M.cbjn.q
Aan!ii*, Mobil.
cdpo*
phone,
_?
in furniturc and ntue.omplisinll of twollin8 <hiih, obl6, ncls ind obioe$ rrc wom our in i P..iod of 5
yc!ft r$ulting in r ftcd for t€Pla.cd.n!.nd h.nc., b.,G dc FBt u$$ hnd ih. nrn4ehent hrs tdicn i l^v't ts'rul lirc'
Ho1v.wr, lor the rcndoog block of furnituE dnd iis$tca, it n$ .PPtoPrirblv bk€n . lile of I0 tc.s
cttuin i|cns
..N
vchiclc in
vchiclcs !re porided to the t,F lcv.l m.nucmcnt fot oftici{l Pugoses rfld 3E EPlic€d wjth
dt hicorchnl pt,gGsnd Ac.o'dingly, t lowc! useful lile ha\ rFm bkcn for rchiclc! allo
I shortr P'ricd
dcpcnding on
And h.ncc fitr th. n,Ioving blGk oa,sses diaadmr uscful liv.s
Us.ful liac
r.
bkcn as conPrcd to rhe livcs sP.cifi'd in Scl''d'i' rr or
.. .!*.n by
On (.ounr of chmg. in the u*ful liEs as pet ,ch.dul. 11 of &. Act,th€ imP2ct of d.Prdhlion adiu$'d
rcscR$ is Rs 4,141,599, lnd h1d thc Comp.nt not .hrng&l thc useful lves, the lo$ of i conPnv would
40,E52,7E8, vhjle ih. Rttu( I'rlancs would hrvc bcen hjl{h{ bI Rs 44,994,387
oP€uB
'g'ss
b' lowcr bI
Rs
TV1E
E!'M.w
ot.ildfst coud.i
?sious ytu 6sud
b.ve b€o
IIOME SHOPPING NETITOR.T LIMITBD
Dolici6
pcrdtcd
t^rr,*?i**t"A/
.!d othd .mbdtorv io&@.io!
for the
putpc! of
.mpdm
fo. th. Dc,iod cdd.d 3t
md h.vc
bM esoupcd/
B.P.Siog[
..d.ssi6ed
*h.d6
!d sd m bchrtf
of Ad.d of Didros of
TVA HoDe Sboppirg N.t*orL IjDilC.l
It
F
M.'.h z)l5
/A _t
\.t
DIN:029!7373
l)1Nr00015280
\\
4.t't-
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UF'*",,
9*:rlgr4rt*!-I^lY
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D.r., i3 /pDilro'3'
ATTENDANCE SLIP
(CIN - U93091DL2006PLC149705)
th
Regd. Office: 503, 504 & 507, 5 Floor, Mercantile House, 15, Kasturba Gandhi Marg, New Delhi-110 001
Tel: +91 120 4071818, Fax - +91 120 4242415
th
Corp. Office: 7 Floor, FC-24, Sector 16A, Film City, Noida 201 301, Uttar Pradesh, India
Name of the sole / first named member:…………………………………………………………………………………………..
Address of the sole / first named member:………………………………………………………………………………………..
Registered Folio No.:……………………………………………………...…………………………………………………….…..
Number of shares held:…………………...…….…………………………………………………………………………………..
th
I hereby record my presence at the 9 Annual General Meeting of the Company held on Tuesday, September 29, 2015
at the Registered Office of the Company at 503, 504 & 507, 5th Floor, Mercantile House, 15, Kasturba Gandhi Marg,
New Delhi - 110 001 at 12:15 Hours (IST).
Signature of Member/Proxy present
Note: Members are requested to fill up the attendance slip and hand it over at the venue of the meeting.
PROXY FORM
FORM NO. MGT-11
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and
Administration) Rules, 2014]
(CIN - U93091DL2006PLC149705)
th
Regd. Office: 503, 504 & 507, 5 Floor, Mercantile House, 15, Kasturba Gandhi Marg, New Delhi-110 001
Tel: +91 120 4071818, Fax - +91 120 4242415
th
Corp. Office: 7 Floor, FC-24, Sector 16A, Film City, Noida 201 301, Uttar Pradesh, India
Name of the member(s):………………………………………………………………………………….……………………..….
Registered Address:………………………………...……………………………………………………………………………….
Email Id:……………………………………………………………………………………………………………………………..
I/We.........................................................................being the member(s) of Equity Shares of the above named
Company, hereby appoint:
1. Name:..........................................................................................................................................................................
Address:......................................................................................................................................................................
E-mail Id:............................................................................Signature:...................................................;or failing him
2. Name:..........................................................................................................................................................................
Address:......................................................................................................................................................................
E-mail Id:............................................................................Signature:...................................................;or failing him
3. Name:..........................................................................................................................................................................
Address:......................................................................................................................................................................
E-mail Id:............................................................................Signature:........................................................................
th
As my / our proxy attend and vote (on a poll) for me / us and on my / our behalf at the 9 Annual General
Meeting of the Company to be held on Tuesday, September 29, 2015 at 12:15 Hours (IST) at the
Registered Office of the Company at 503, 504 & 507, 5th Floor, Mercantile House, 15 Kasturba Gandhi
Marg, New Delhi - 110 001 and at any adjournment thereof in respect of such resolutions as are indicated
below:
** I wish my above Proxy to Vote in the manner as indicated below:
Item No.
Resolutions
Voting
For
1.
2.
3.
Consideration and adoption of the audited financial statement
of the Company for the financial year ended March 31, 2015,
the reports of the Board of Directors and Auditors thereon.
Re-appointment of Mr. Deepak Gaur as Director who retires by
rotation.
Re-appointment of Mr. Ravi Chandra Adusumalli as Director
who retires by rotation.
Against
4.
5.
6.
7.
8.
9.
10.
Re-appointment of Walker Chandiok & Co. LLP as the Auditors
and fixing their remuneration.
Appointment of Mr. Adil Zainulbhai as an Independent Director.
Appointment of Mr. Rohit Basal as a Director.
Appointment of Mr. Vinay Chhajlani as a Director.
Appointment of Mr. Kshipra Jatana as a Director.
Ratification of remuneration of the Cost Auditor.
Shifting of Registered Office of the Company from National
Capital Territory of Delhi to the State of Maharashtra, i.e. within
the jurisdiction of the Registrar of Companies, Maharashtra at
Mumbai.
Signed this …..........…......... day of …………………………………….........… 2015.
Signature of Member..................................................................................................
Signature of Proxy Holder(s): 1) ..........................2) ...........................3) ...................
Affix Rs. 1
Revenue
Stamp
Notes:
1.
This form of proxy in order to be effective should be duly completed and deposited at the
Registered Office of the Company not less than 48 hours before the commencement of the
Meeting.
2.
A proxy need not be a member of the Company.
3.
A person can act as a proxy on behalf of members not exceeding fifty and holding in the
aggregate not more than 10% of the total share capital of the Company carrying voting rights. A
member holding more than 10% of the total share capital of the Company carrying voting rights
may appoint a single person as proxy and such person shall not act as proxy for any other person
or member.
**4
This is only optional. Please put a “X” in the appropriate column against the resolutions indicated
in the Box. If you leave the “For” or “Against” column blank against any or all resolutions, your
Proxy will be entitled to vote in the manner as he/ she thinks appropriate.
5.
Appointing a proxy does not prevent a member from attending the meeting in person if he so
wishes.
6.
In the case of jointholders, the signature of any one holder will be sufficient, but names of all the
jointholders should be stated.

ANNUAL REPORT OF TV18 HOME SHOPPING NETWORK

Transcription

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