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14 AETN18 MEDIA PRIVATE LIMITED AETN18 Media Private Limited

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14 AETN18 MEDIA PRIVATE LIMITED

AETN18 Media Private Limited

15AETN18 MEDIA PRIVATE LIMITED

Balance Sheet as at 31 March, 2015

Particulars Note No. As at As at31 March, 2015 31 March, 2014

(Rupees) (Rupees)A. EQUITY AND LIABILITIES1. Shareholders’ funds

a. Share capital 3 496,159,580 482,684,660b. Reserves and surplus 4 (176,578,605) (248,082,399)

319,580,975 234,602,261

2. Share application money pending allotment 32 - 68,627,4513. Non-current liabilities

a. Long-term provisions 5 2,970,599 2,602,1584. Current liabilities

a. Trade payables 6 303,393,285 65,683,118b. Other current liabilities 7 90,033,865 57,649,507c. Short-term provisions 8 143,528 119,914

393,570,678 123,452,539

TOTAL 716,122,252 429,284,409

B. ASSETS1. Non-current assets

a. Fixed assetsi. Tangible assets 9 23,878,309 26,681,852ii. Intangible assets 9 145,724,424 148,195,642iii. Intangible assets under development 24,319,452 12,954,138

193,922,185 187,831,632b. Long-term loans and advances 10 120,175,383 98,813,116

314,097,568 286,644,748

2. Current assetsa. Trade receivables 11 329,313,364 76,683,685b. Cash and cash equivalents 12 64,162,103 64,169,238c. Short-term loans and advances 13 8,549,217 1,367,256d. Other current assets 14 - 419,482

402,024,684 142,639,661

TOTAL 716,122,252 429,284,409

See accompanying notes forming part of the financial statements 1-35

In terms of our report attached

For Deloitte Haskins & Sells LLP For and on behalf of the BoardChartered Accountants

Abhijit DamlePartner Director Director

Kavita Jhamb Gauri BhardwajPartner Chief Financial Officer Company Secretary

Place : Place :Date : Date : 9th April, 2015

16 AETN18 MEDIA PRIVATE LIMITED

Statement of Profit and Loss for the year ended 31 March, 2015

Particulars Note No. Year ended Year ended31 March, 2015 31 March, 2014

(Rupees) (Rupees)

1. Revenue from operations 15 518,775,757 274,403,947

2. Other income 16 7,391,988 11,838,262

3. Total revenue (1+2) 526,167,745 286,242,209

4. Expenses

a. Employee benefits expense 17 63,546,592 46,248,035

b. Finance costs 18 1,553,538 715,430

c. Depreciation and amortisation expense 9 146,945,257 163,538,804

d. Other expenses 19 377,030,900 212,458,246

Total expenses 589,076,287 422,960,515

5. (Loss) before tax (3-4) (62,908,542) (136,718,306)

6. Tax expense

TDS written off for earlier years - 13,040

7. (Loss) for the year (62,908,542) (136,731,346)

8. Basic and Dilute earning per share (of Rs. 10 each) 27 (129) (2.90)

See accompanying notes forming part of the financial statements 1-35

In terms of our report attached

For Deloitte Haskins & Sells LLP For and on behalf of the BoardChartered Accountants

Abhijit DamlePartner Director Director

Kavita Jhamb Gauri BhardwajPartner Chief Financial Officer Company Secretary

Place : Place :Date : Date : 9th April, 2015

17AETN18 MEDIA PRIVATE LIMITED

Cash Flow Statement for the year ended 31 March, 2015

Particulars Year ended Year ended31 March, 2015 31 March, 2014

(Rupees) (Rupees)A. Cash flow from operating activities

(Loss) before tax (62,908,542) (136,718,306)Adjustments for:Depreciation and amortisation expenses 146,945,257 163,538,804Provision for doubtful trade receivables 3,073,733 5,292,297Bad debts written off 100,243 245,203Interest income (3,615,675) (3,816,427)Interest on income tax refund - (126,274)Provisions no longer required written back (100,101) (7,895,561)Net unrealised exchange (gain) (60,995) (274,652)

142,342,462 156,963,390Operating loss before working capital changes 83,433,920 20,245,084Changes in working capital:Adjustments for (increase) / decrease in operating assets:Trade receivables (252,027,342) 29,380,724Short-term loans and advances (7,181,961) (5,927,537)Long-term loans and advances 3,830,700 -Other current assets - 685,249Adjustments for increase / (decrease) in operating liabilities:Trade payables 234,094,950 (71,205,554)Other current liabilities 21,059,452 (957,071)Short-term provisions 23,614 (124,821)Long-term provisions 368,441 325,191

Cash generated from / (used) in operations 83,601,774 (27,578,735)Net income tax (paid) (24,158,794) (6,038,646)

Net cash flow generated from/(used) in operating activities (A) 59,442,980 (33,617,381)

B. Cash flow from investing activitiesCapital expenditure on fixed assets, including capital advances (143,081,941) (173,782,826)Interest received from banks 4,035,157 -3,406,561

Net cash used in investing activities (B) (139,046,784) (170,376,265)

C. Cash flow from financing activitiesProceeds from issue of equity shares (including securities premium) 79,596,669 139,999,860Share application money pending allotment* - 68,627,451

Net cash flow from financing activities (C) 79,596,669 208,627,311

Net (decrease)/increase in Cash and cash equivalents (A+B+C) (7,135) 4,633,665Cash and cash equivalents at the beginning of the year (Refer note 12) 64,169,238 59,535,573

Cash and cash equivalents as at the end of the year 64,162,103 64,169,238

Note: *Excludes conversion of share application money of Rs 68,627,451, a non-cash item.See accompanying notes forming part of the financial statements 1-35

In terms of our report attached

For Deloitte Haskins & Sells LLP For and on behalf of the BoardChartered Accountants

ABHIJIT DAMLEPartner Director Director

Kavita Jhamb Gauri BhardwajPartner Chief Financial Officer Company Secretary

Place : Place :Date : Date : 9th April, 2015

18 AETN18 MEDIA PRIVATE LIMITED

Notes forming part of the Financial Statements

NOTE 1 - Corporate Information

AETN18 Media Private Limited was incorporated on 6 September, 2010 as a joint venture between A&E Television Networks, LLCand RVT Media Private Limited. The joint venture has been formed to launch HISTORY™, BIO™, Crime & Investigation Network™and other popular AETN entertainment channels in the Indian market. The Company has launched the History channel in India witheffect from 9 October, 2011.

NOTE 2 - Significant Accounting Policies

(i) Basis of accounting and preparation of financial statements

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principlesin India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013,read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the 2013 Companies Act, asapplicable. The financial statements have been prepared on accrual basis under the historical cost convention. The accountingpolicies adopted in the preparation of the financial statements are consistent with those followed in the previous year exceptto the extent as disclosed.

(ii) Use of estimates

The preparation of consolidated financial statements in conformity with Indian GAAP requires adjustments, estimates andassumptions to be made that affect the reported amount of assets and liabilities, disclosure of contingent liabilities on the dateof the financial statements and reported amount of income and expenses during the year. Difference between the actualresults and estimates are recognised in the periods in which the results are known/materialise.

(iii) Cash and cash equivalents

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an originalmaturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible intoknown amounts of cash and which are subject to insignificant risk of changes in value.

(iv) Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted forthe effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. Thecash flows from operating, investing and financing activities of the Company are segregated based on the available information.

(v) Depreciation and amortisation

Depreciation on fixed assets is provided on the Straight-line method as per the useful life and in the manner prescribed inSchedule II to the Companies Act, 2013. Accordingly, the useful life of assets are assessed as follows:

(a) Computer hardwares 3 years

(b) Computer hardwares - Servers 6 years

(c) Plant and Equipment 10 years

(d) Intangibles - Software 5 years

(e) Programming Cost Over 2 years period for all programs purchased from A&E Television Networks, LLC

Over the license period for programs purchased from others

Website development costs are capitalised and amortised over their estimated useful life of 2 years

The estimated useful life of the intangible assets and the amortisation period are reviewed at the end of each financial yearand the amortisation method is revised to reflect the changed pattern.

(vi) Revenue recognition

a. Advertisement revenue comprises :

1 Revenue from sale of advertising time, which is recognised on the accrual basis when advertisements are telecast inaccordance with contractual obligation.

2 Revenue from sponsorship contracts, which is recognised proportionately over the term of the sponsorship forservices rendered

19AETN18 MEDIA PRIVATE LIMITED

Notes forming part of the Financial Statements

b. Content licensing income is recognised on transmission of audio-video content to the customer and their acceptance.

c. Subscription revenue is recognised in accordance with the terms of the contract with the customers / distribution andcollection agency.

d. Interest income is recognised on a time proportion basis taking into account the amount outstanding and the interest rateapplicable

(vii) Fixed assets (Tangible / Intangible)

a. Fixed assets are carried at cost net of recoverable taxes, trade discounts and rebates less accumulated depreciation /amortisation and impairment losses, if any. The cost of fixed assets comprises its purchase price, any cost directlyattributable to bringing asset to its working condition for its intended use, net charges on foreign exchange contracts andadjustments arising from exchange rate variations attributable to the assets and other incidental expenses.

Subsequent expenditures related to item of fixed assets are added to its book value only if they increase the futurebenefits from the existing asset beyond its previously assessed standard of performance.

Refer Note no 31 for change in accounting policy related to set top boxes

b. Capital work-in-progress: Projects under which assets are not ready for their intended use are shown as capital work-in-progress.

c. Intangible assets under development: Expenditure on programming costs eligible for capitalisation are carried as Intangibleassets under development where such assets are not yet ready for their intended use.

(viii) Foreign currency transactions and translations

a. Initial recognition: Transactions in foreign currencies entered into by the Company are accounted at the exchange ratesprevailing on the date of the transaction or at rates that closely approximate the rate at the date of the transaction.

b. Monetary items denominated in foreign currencies at the year-end are restated at the year-end rates.

c. Non-monetary foreign currency items are carried at cost.

d. Any income or expense on account of exchange differences either on settlement or on translation is recognised in theStatement of Profit and Loss, except in case of long term liabilities, where they relate to acquisition of fixed assets, inwhich case they are adjusted to the carrying cost of such assets.

(ix) Employee benefits

Employee benefits include provident fund, gratuity fund, compensated absences and short term employee benefits.

a. Defined contribution plans: A defined contribution plan is a post-employment benefit plan under which the Companypays specified contributions to a separate entity. The Company makes specified monthly contribution towards providentfund. The Company’s contribution is recognised as an expense in the Statement of Profit and Loss during the period inwhich employee renders the related service.

b. Defined benefit plans: The liability in respect of defined benefit plans and other post-employment benefits is calculatedusing the Projected Unit Credit method and with actuarial valuations being carried out at each balance sheet date.Actuarial gains and losses in respect of post-employment and other long term benefits are charged to the Statement ofProfit and Loss

c. Short-term employee benefits: The undiscounted amount of short-term employee benefits expected to be paid in exchangefor the services rendered by employees are recognised during the year when the employees render the service. Thesebenefits include performance incentive and compensated absences which are expected to occur within twelve monthsafter the end of the period in which the employee renders the related service. The cost of such compensated absences isaccounted as under:

(a) in case of accumulated compensated absences, when employees render the services that increase their entitlementof future compensated absences; and

(b) in case of non-accumulating compensated absences, when the absences occur.

d. Long-term employee benefits: Compensated absences which are not expected to occur within twelve months after theend of the period in which the employee renders the related service are recognised as a liability at the present value of thedefined benefit obligation as at the Balance Sheet date on the basis of actuarial valuation

20 AETN18 MEDIA PRIVATE LIMITED

Notes forming part of the Financial Statements

(x) Borrowing Cost

Borrowing costs attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost of suchassets. A qualifying asset is one that necessarily takes a substantial period of time to get ready for its intended use or sale. Allother borrowing costs are charged to revenue.

(xi) Leases

Operating lease: Lease rentals are expensed on straight line basis with reference to lease terms and other considerations

(xii) Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinaryitems, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share iscomputed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted fordividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potentialequity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and theweighted average number of equity shares which could have been issued on the conversion of all dilutive potential equityshares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profitper share from continuing ordinary operations.

(xiii) Taxes on income

Tax expense comprise of current tax and deferred tax. Current tax is measured at the amount expected to be paid to taxauthorities, using the applicable tax rates. Deferred income tax reflect the current period timing differences between taxableincome and accounting income for the period and reversal of timing differences of earlier years/period. Deferred tax assetsare recognised only to the extent that there is a reasonable certainty that sufficient future income will be available except thatdeferred tax assets, in case there are unabsorbed depreciation or losses, are recognised if there is virtual certainty supportedby convincing evidence that sufficient future taxable income will be available to realise the same.

Deferred tax assets and liabilities are measured using the tax rates and tax law that have been enacted or substantively enactedby the Balance Sheet date

(xiv) Impairment of assets

An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is chargedto the Statement of Profit and Loss in the year in which an asset is identified as impaired. The impairment loss recognised inprior accounting period is reversed if there has been a change in the estimate of recoverable amount.

(xv) Provisions and contingencies

Provision is recognised when there is a present obligation as a result of past event(s) and it is probable that an outflow ofresources will be required to settle the obligation and reliable estimate can be made. Provisions are not discounted to theirpresent value and are determined based on the best estimate required to settle the obligation at the reporting date. These areestimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

Contingent liabilities are disclosed unless the possibility of outflow of resources is remote.

Contingent assets are neither recognised nor disclosed in the financial statements

(xvi) Service tax input credit

Service tax input credit is accounted for in the books in the period in which the underlying service received is accounted andwhen there is reasonable certainty in availing / utilising the credits

21AETN18 MEDIA PRIVATE LIMITED

Notes forming part of the Financial Statements

NOTE 3 - Share Capital

Particulars As at 31 March, 2015 As at 31 March, 2014

No. of Shares Amount No. of Shares Amount(Rupees) (Rupees)

1. Authorised

Equity shares of Rupees 10 each 60,000,000 600,000,000 60,000,000 600,000,000

2. Issued, Subscribed and fully paid up

Equity shares of Rupees 10 each 49,615,958 496,159,580 48,268,466 482,684,660

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitledto one vote per share held.

(i) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

Particulars As at 31 March, 2015 As at 31 March, 2014

No. of Shares Amount No. of Shares Amount(Rupees) (Rupees)

a. Opening balance 48,268,466 482,684,660 46,995,740 469,957,400

b. Fresh issue 1,347,492 13,474,920 1,272,726 12,727,260

c. Closing balance 49,615,958 496,159,580 48,268,466 482,684,660

(ii) Details of shares held by the holding company and Shareholders holding more than 5% shares :

Particulars As at 31 March, 2015 As at 31 March, 2014

No. of Shares Amount No. of Shares Amount

(Rupees) (Rupees)

RVT Media Private Limited,the holding company (51%) 25,304,139 253,041,390 24,616,926 246,169,260

A&E Television Networks, LLC,joint venture partner (49%) 24,311,819 243,118,190 23,651,540 236,515,400

49,615,958 496,159,580 48,268,466 482,684,660

22 AETN18 MEDIA PRIVATE LIMITED

Notes forming part of the Financial Statements

Note 4 - Reserves and Surplus As at As at31 March, 2015 31 March, 2014

(Rupees) (Rupees)a. Securities premium account

Opening balance 745,958,200 618,685,600

Add: Premium on shares issued during the year 134,749,200 127,272,600

Closing balance 880,707,400 745,958,200

b. Deficit in Statement of Profit and Loss

Opening balance (994,040,599) (857,309,253)

Add: Loss for the year (62,908,542) (136,731,346)

Add: Adjustment related to fixed assets (Refer Note no 9) (336,864) -

Closing balance (1,057,286,005) (994,040,599)

(176,578,605) (248,082,399)

Note 5 - Long term provisions

Provision for employee benefits:

(i) For gratuity 1,991,365 1,688,078

(ii) For compensated absences 979,234 914,080

2,970,599 2,602,158

Note 6 - Trade payables

Other than Acceptances

(Refer note no 21) 303,393,285 65,683,118

303,393,285 65,683,118

Note 7 - Other current liabilities

Income billed in advance (Unearned revenue) 5,337,476 24,225

Advances from customers 2,545,712 1,623,791

Other payables

(i) Statutory dues 25,975,795 11,151,515

(ii) Payables on purchase of fixed assets 56,174,882 44,849,976

90,033,865 57,649,507

Note 8 - Short-term provisions

Provision for employee benefits:

(i) For gratuity 56,347 35,966

(ii) For compensated absences 87,181 83,948

143,528 119,914

23AETN18 MEDIA PRIVATE LIMITED

Notes forming part of the Financial Statements

Not

e 9

- F

ixed

Ass

ets

(Am

ount

in R

upee

s)

Par

ticul

ars

Gro

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Accu

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as a

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atio

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as a

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at

1 Apr

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014

year

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ch, 2

015

1 Apr

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for t

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31 M

arch

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5

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44,2

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23,2

54,3

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725)

(4,2

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7)(1

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(20,

279,

031)

(21,

568,

026)

b.Co

mpu

ter h

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ares

8,29

9,69

016

8,39

2-

8,46

8,08

23,

185,

864

2,43

4,74

9-

5,62

0,61

32,

847,

469

(Pre

viou

s ye

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(7,6

67,5

22)

(632

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(8,2

99,6

90)

(1,8

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48)

(1,3

16,9

16)

-(3

,185

,864

)(5

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)

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l50

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2,60

6,55

2-

52,7

53,2

9923

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5,41

0,09

5-

28,8

74,9

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,878

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(Pre

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4,89

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(Pre

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mm

ing

Cost

298,

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563

139,

400,

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283,

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*30

3,91

4,61

315

3,45

6,01

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0,82

8,47

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4,28

3,75

816

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0,72

714

3,91

3,88

6

(Pre

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s ye

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(233

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(105

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(104

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4,75

3,93

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0,80

813

4,28

3,75

830

9,87

0,98

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8,28

914

1,87

2,02

613

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3,75

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6,55

714

5,72

4,42

4

(Pre

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(170

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93,6

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(304

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)(1

06,0

15,9

92)

(156

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93,6

00)

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l Cur

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r35

4,90

0,67

814

2,00

7,36

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4,28

3,75

836

2,62

4,28

018

0,02

3,18

414

7,28

2,12

113

4,28

3,75

819

3,02

1,54

716

9,60

2,73

3

(Pre

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83,1

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(175

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Not

e: F

igur

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rela

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the

prev

ious

yea

r

* In

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pact

of D

epre

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ion

adju

sted

agai

nst o

peni

ng re

serv

es- R

s.336

,864

/-

** R

efle

cts P

rogr

amm

e Li

cens

e Co

st re

duce

d on

exp

iry o

f the

lice

nse

perio

d

Purs

uant

to th

e en

actm

ent o

f the

Com

pani

es A

ct 2

013

(the

‘Act

’), th

e Co

mpa

ny h

as, e

ffect

ive

1st A

pril

2014

, rev

iew

ed a

nd re

vise

d th

e es

timat

ed u

sefu

l liv

es o

f its

fixed

ass

ets,

in a

ccor

danc

e w

ith th

epr

ovisi

ons o

f Sch

edul

e II

to th

e Act

and

has

com

pute

d de

prec

iatio

n w

ith re

fere

nce

to th

e us

eful

life

of a

sset

s rec

omm

ende

d in

Sch

edul

e II

to th

e Act

. Con

sequ

ently

, dep

reci

atio

n fo

r the

yea

r end

ed 3

1M

ar 2

015

is hi

gher

by

Rs. 2

,015

,238

and

dep

reci

atio

n re

late

d to

the

asse

ts w

hose

use

ful l

ife h

ad e

xpire

d as

on

1 A

pril

2014

of R

s. 33

6,86

4, h

as b

een

adju

sted

in th

e op

enin

g ba

lanc

e of

rese

rves

.

24 AETN18 MEDIA PRIVATE LIMITED

Notes forming part of the Financial Statements

Note 10 - Long-term loans and advances As at As at(Unsecured, considered good) 31 March, 2015 31 March, 2014

(Rupees) (Rupees)

Security deposits 2,018,306 3,218,306

Balances with government authorities - Unsecured, considered good

(i) Cenvat credit receivable 76,333,052 78,963,752

(ii) TDS receivable 37,172,694 13,013,900

Capital Advances 4,651,331 3,617,158

120,175,383 98,813,116

Note 11 - Trade receivables

a. Outstanding for a period exceeding six monthsfrom the date they were due for payment

Unsecured, considered good 3,315,724 980,403

3,315,724 980,403

Other

Unsecured, considered good 325,997,640 75,703,282

Unsecured, considered doubtful 6,173,733 6,776,212

Less: Provision for doubtful trade receivables (6,173,733) (6,776,212)

325,997,640 75,703,282

329,313,364 76,683,685

Note 12 - Cash and cash equivalents

Cash on hand 6,567 72,329

Cheques on hand - 741,202

Balances with banks

i. In current accounts 64,155,536 34,855,707

ii. In demand deposit accounts - 28,500,000

64,162,103 64,169,238

Note 13 - Short-term loans and advances

(Unsecured, considered good)

Loans and advances to employees 246,278 121,979

Prepaid expenses 1,100,121 1,187,924

Advance to suppliers 4,442,818 57,353

Security deposits 2,760,000 -

8,549,217 1,367,256

Note 14 - Other current assets

a. Interest accrued on fixed deposits - 419,482

- 419,482

25AETN18 MEDIA PRIVATE LIMITED

Notes forming part of the Financial Statements

Year ended Year ended31 March, 2015 31 March,2014

(Rupees) (Rupees)Note 15 - Revenue from operations

Advertisement income 304,831,598 243,388,701

Subscription income 209,201,543 29,548,605

Content licensing income 4,742,616 1,466,641

518,775,757 274,403,947

Note 16 - Other income

Interest income on bank deposits 3,615,675 3,816,427

Interest on income tax refund - 126,274

Provisions no longer required written back 100,101 7,895,561

Provision for doubtful debt written back 3,676,212 -

7,391,988 11,838,262

Note 17 - Employee benefits expense

Salaries and wages 58,086,058 40,854,779

Contributions to provident fund 2,082,838 2,051,862

Staff welfare expenses 3,054,028 2,503,051

Gratuity expense 323,668 838,343

63,546,592 46,248,035

Note 18 - Finance costs

Interest on delayed payment of Income tax 85,590 715,430

Interest on delayed payment of Service tax 1,467,948 -

1,553,538 715,430

Note 19 - Other expenses

Content and franchise expenses 40,255,590 20,533,800

Media professional fee 8,012,530 12,064,017

Vehicle running and maintenance 4,865,743 4,631,512

Studio and equipment hire charges 3,290,000 3,022,250

Telecast and uplinking fees 55,084,381 55,255,096

Lease rentals 4,262,164 3,862,477

Repairs and maintenance - others 3,096,406 2,732,372

Insurance 759,871 579,625

Electricity 1,140,552 894,866

Communication 2,350,160 2,371,267

Travelling and conveyance 6,205,071 9,586,568

Printing and stationery 617,072 986,580

Advertisement 44,275,098 60,033,167

Business promotion 3,414,966 3,921,757

Distribution expenses 183,885,650 -

Marketing research 2,895,031 3,306,150

26 AETN18 MEDIA PRIVATE LIMITED

Notes forming part of the Financial Statements

Year ended Year ended31 March, 2015 31 March,2014

(Rupees) (Rupees)

Legal and professional 4,976,381 18,507,731

Office expenses 2,022,697 1,676,498

Bad debts written off 100,243 245,203

Provision for doubtful trade receivables 3,073,733 5,292,297

Net loss on foreign currency transactions and translation 1,752,745 2,207,242

Miscellaneous expenses 694,816 747,771

377,030,900 212,458,246

i. Note:

Payments to the auditors (excluding service tax):

(a) To statutory auditors

For audit 1,200,000 1,200,000

For other services 925,000 900,000

Reimbursement of expenses 42,990 79,163

2,167,990 2,179,163

I Additional information to the financial statements

20. Capital Commitments As at As at31 March, 2015 31 March, 2014

(Rupees) (Rupees)Estimated amount of contracts remaining to be executed oncapital account and not provided for:

Tangible assets 1,776,202 42,900

Intangible assets 3,870,178 5,159,687

5,646,380 5,202,587

21. Based on the information available with the Company, the balance due to Micro & Small Enterprises as defined under the Micro,Small and Medium Enterprises Development (MSMED) Act, 2006 is Rs. Nil (Previous year Rs. Nil) and no interest during theyear has been paid or payable under the terms of the MSMED Act, 2006. Dues to Micro and Small Enterprises have beendetermined to the extent such parties have been identified on the basis of information collected by the Management. This hasbeen relied upon by the auditors.

22. Foreign currency exposure

The year-end foreign currency exposures that have not been hedged by a derivative instrument are given below:

Particulars Currency Foreign Currency Value Rupees

Receivables USD 45,503 2,848,030

(25,787) (1,549,776)

Payables USD 941,378 58,920,849

(664,496) (39,936,209)

Figures in brackets pertain to the previous year.

27AETN18 MEDIA PRIVATE LIMITED

Notes forming part of the Financial Statements

23. Other Additional Information

Particulars For year ended For year ended31 March, 2015 31 March, 2014

(Rupees) (Rupees)a. Value of imports calculated on CIF basis

Capital goods 90,407,343 91,210,844

b. Expenditure in foreign currency

Content and franchise expenses 38,615,809 20,533,800

Telecast and uplinking fees 249,150 392,539

Distribution Expenses (Set Top Boxes) 3,375,520 -

c. Earnings in foreign exchange

Advertisement income 2,391,647 6,378,724

24. Employee benefit plans

a. Defined contribution plans

The Company makes Provident Fund contributions which are defined contribution plans for qualifying employees. Underthe Scheme, the Company is required to contribute a specified percentage of the payroll costs. The Company recognised Rs.20,82,838 (Previous year Rs. 20,51,862) for Provident Fund contributions in the Statement of Profit and Loss.

b. Defined benefit plan

The Company offers gratuity (which is unfunded) as employee benefit scheme to its employees:

The following table sets out the status of the defined benefit scheme and the amount recognised in the financial statements:

Particulars As at As at31 March, 2015 31 March, 2014

i) Components of employer’s expense (Rupees) (Rupees)

Current service cost 425,028 393,708

Interest cost 146,544 123,912

Actuarial losses/(gains) (247,904) 320,723

Total expense recognised in the Statement of Profit and Loss 323,668 838,343

ii) Change in defined benefit obligations (DBO) during the yearPresent value of DBO at beginning of the year 1,724,044 1,457,786

Current service cost 425,028 393,708

Interest Cost 146,544 123,912

Benefits paid - (572,085)

Actuarial (gains) / losses (247,904) 320,723

Present value of the obligation at the end of the yearrecognised as liability in the balance sheet 2,047,712 1,724,044

iii) Actuarial assumptions for gratuity and compensated absences

Discount rate 8.00% 8.50%

Salary escalation 5.50% 6.00%

Attrition:

Upto 30 years 3.00% 3.00%

From 31 to 44 years 2.00% 2.00%

Above 44 years 1.00% 1.00%

28 AETN18 MEDIA PRIVATE LIMITED

Notes forming part of the Financial Statements

Mortality tables IALM (2006-08) IALM (2006-08)

Age (years) Rates

Upto 30 Years 3%

Upto 44 Years 2%

Above 44 Years 1%

iv) Experience adjustments

Particulars 31 March 2015 31 March 2014 31 March 2013 31 March 2012

On plan liability (Gain)/Loss 244,100 (322,856) (148,332) (487,987)

The discount rate is based on the prevailing market yields of Government of India securities as at the Balance Sheet date forthe estimated term of the obligations.

The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments andother relevant factors.

The aforesaid information is as certified by the actuary.

25. Segment information

The Company is engaged in the business of broadcasting of television programmes primarily in India. Accordingly, the Companyoperates in a single business and geographical segment as per Accounting Standard 17 “Segment reporting”.

26. Disclosure of transactions with related parties as per AS-18 and with group companiesa. Details of related parties

i. Ultimate Holding Company- Reliance Industries Limited

ii. Intermediate holding Company- Network 18 Media & Investments Limited (Holding Company of TV18 Broadcast Limited)- TV18 Broadcast Limited (Holding Company of RVT Media Private Limited)

ii. Holding Company- RVT Media Private Limited

iii. Company exercising significant influence- A&E Television Networks, LLC, joint venture partner (See note 1)

iv. Fellow subsidiaries- Digital18 Media Limited- E-eighteen.com Limited- Greycells18 Media Limited- IndiaCast UTV Media Distribution Private Limited- TV18 Home Shopping Network Limited- Web Chutney Studio Private Limited (till 23rd May, 2013)- Panorama Television Private Limited (w.e.f 22nd January, 2014)- Setpro18 Distribution Limited

v. Key management personnelAvinash Kaul - PresidentKavita Jhamb - Chief Financial OfficerGauri Bhardwaj - Company Secretary

29AETN18 MEDIA PRIVATE LIMITED

Amount in Rupees

Particulars Ultimate Intermediate Holding Company Fellow Joint venture KeyHolding Holding Company exercising Subsidiaries of a company Management

Company Company significant exercising Personnelinfluence significant

influence

(b) Details of related party transactions

1. Purchase of fixed assetsi) A&E Television Networks, LLC - - - 57,316,944 - - -

- - - (61,616,463) - (-) (-)ii) TV18 Broadcast Limited - 832,302 - - - - -

- (578,239) - - - (-) (-)iii) Webchutney - - - - - - -

- - - - (190,000) (-) (-)iv) Viacom18 Media Private Limited - - - - 420,000 - -

- - - - (262,500) (-) (-)v) Event 18 - - - - - - -

- - - - (539,000) (-) (-)vi) AETN ASIA PTE.LTD - - - 1,659,656

- - - -

Total - 832,302 - 57,316,944 2,079,656 - -- (578,239) - (61,616,463) (991,500) (-) (-)

2. Business promotion expensesi) Wespro Digital Private Limited - - - - - - -

- - - - - (-) (-)ii) Network 18 Media & Investments Ltd. - - - - - - -

- - - - - (-) (-)

Total - - - - - - -- - - - - (-) (-)

3. Managerial remunerationi) Legal & professonal cost * - - - - - - -

- (14,035,159) - - - - -ii) Employee benefits expense - - - - - - 6,625,653

- - - - - - -* This has been paid by Network 18 Media & Investments Ltd. and the same has been reimbursed by the Company.

Total - - - - - - 6,625,653- (14,035,159) - - - - -

4. Content and franchise expensei) A&E Television Networks, LLC - - - 38,615,808 - - -

- - - (22,507,277) - (-) (-)

5. Telecast and uplinking feesi) AETN ASIA PTE.LTD - - - - 289,711 - -

- - - - (413,818) - (-)ii) TV18 Broadcast Limited - 7,200,000 - - - - -

- (51,014,531) - - - (-) (-)

Total - 7,200,000 - - 289,711 - -- (65,049,690) - (22,507,277) (413,818) - (-)

6. Advertisement expensesi) Etv : Prism - - - - 834,000 - -

- - - - - (-) (-)ii) TV18 Broadcast Limited - 2,896,080 - - - - -

- (29,483,370) - - - (-) (-)iii) IBN Lokmat News Private Limited - - - - - - -

- - - - (2,255,413) (-) (-)iv) Viacom18 Media Private Limited - - - - 587,625 - -

- - - - (1,344,300) (-) (-)

Total - 2,896,080 - - 1,421,625 - -- (29,483,370) - - (3,599,713) (-) (-)

Notes forming part of the Financial Statements

30 AETN18 MEDIA PRIVATE LIMITED

7. Distribution expensesi) Indiacast UTV Media Distribution - - - - 21,066,051 - -

- - - - - (-) (-)

Total - - - - 21,066,051 - -(-) (-) (-) (-) (-) (-) (-)

8. Repairs and maintenance - othersi) Web Chutney Studio Private Limited - - - - - - -

- - - - - (-) (-)ii) Viacom18 Media Private Limited - - - - - - -

- - - - - (-) (-)

Total - - - - - - -- - - - - (-) (-)

9. Reimbursement of expenses paidi) Network 18 Media & Investments Ltd. - 2,960,713 - - - - -

- (1,020,849) - - - (-) (-)ii) TV18 Broadcast Limited - 74,439,627 - - - - -

- (16,805,918) - - - (-) (-)iii) Digital 18 Media Limited - - - - - - -

- - - - - (-) (-)iv) Viacom18 Media Private Limited - - - - 625,276 - -

- - - - (890,241) (-) (-)v) AETN ASIA PTE.LTD - - - - - - -

- - - - (1,971,496) - (-)vi) Indiacast UTV Media Distribution - - - - 175,530,617

- - - - (9,977,862)vii) Indiacast Media Distribution Private Limited - - - - 44,000

- - - - -

Total - 77,400,340 - - 176,199,893 - -- (17,826,767) - - (12,839,599) (-) (-)

10. Reimbursement of expenses receivedi) Network 18 Media & Investments Ltd. - - - - - - -

- (2,540,000) - - - (-) (-)ii) TV18 Broadcast Limited - 883,485 - - - - -

- (1,490,132) - - - (-) (-)iii) Indiacast Media Distribution Private Limited - - - - - - -

- - - - - (-) (-)iv) Indiacast UTV Media Distribution - - - - - - -

- - - - - (-) (-)

Total - 883,485 - - - - -- (4,030,132) - - - (-) (-)

11. Interest expensei) TV18 Broadcast Limited - - - - - - -

(-) - - (-) (-) (-) (-)

12. Income from operationsi) Network 18 Media & Investments Ltd. - - - - - - -

- (612,000) - - - (-) (-)ii) TV18 Broadcast Limited - 220,287,812 - - - - -

- (20,783,877) - - - (-) (-)iii) A&E Television Networks, LLC - - - - - - -

- - - - - - (-)iv) TV18 Home Shopping Network Limited - - - - 1,263,500 - -

- - - - - (-) (-)v) AETN ASIA PTE.LTD - - - - 2,391,671 - -

- - - - (3,761,380) - (-)vi) Indiacast Media Distribution Private Limited - - - - 5,336,601 - -

- - - - (18,672,643) (-) (-)

Notes forming part of the Financial Statements

Amount in Rupees

Particulars Ultimate Intermediate Holding Company Fellow Joint venture KeyHolding Holding Company exercising Subsidiaries of a company Management

Company Company significant exercising Personnelinfluence significant

influence

31AETN18 MEDIA PRIVATE LIMITED

vii) Indiacast UTV Media Distribution - - - - 5,687,079 - -- - - - (22,301,776) (-) (-)

Total - 220,287,812 - - 14,678,851 - -- (21,395,877) - - (44,735,799) - (-)

13. Advertisement cost barteri) Network 18 Media & Investments Ltd. Publishing - - - - 100,000 - -

- - - - (200,000) (-) (-)ii) TV18 Broadcast Limited - 16,062,953 - - - - -

- (5,420,818) - - - (-) (-)iii) Digital 18 Media Limited - - - - 928,000 - -

- - - - (1,250,000) (-) (-)iv) e-Eighteen.com Limited - - - - 601,675 - -

- - - - - (-) (-)v) Viacom18 Media Private Limited - - - - 903,250 - -

- - - - (5,204,152) (-) (-)vi) IBN Lokmat News Private Limited - - - - 1,393,291 - -

- - - - (239,625) (-) (-)

Total - 16,062,953 - - 3,926,216 - -- (5,420,818) - - (6,893,777) (-) (-)

14. Advertisement revenue barteri) Network 18 Media & Investments Ltd. Publishing - - - - 111,375 - -

- - - - (200,000) (-) (-)ii) TV18 Broadcast Limited - 9,692,325 - - - - -

- (4,804,200) - - - (-) (-)iii) Digital 18 Media Limited - - - - 837,540 - -

- - - - (1,112,495) (-) (-)iv) Viacom18 Media Private Limited - - - - 1,572,120 - -

- - - - (3,207,000) (-) (-)v) Panorama Television Pvt. Ltd - - - - - - -

- - - - (81,000) (-) (-)vi) IBN Lokmat News Private Limited - - - - - - -

- - - - (72,000) (-) (-)vii) E-Eighteen .com - - - - 254,925

- - - - -

Total - 9,692,325 - - 2,775,960 - -- (4,804,200) - - (4,672,495) (-) (-)

15. Expenditure Services receivedi) RIL- Retails - - - - 28,858

- - - - -ii) TV18 Broadcast Limited - 1,239,888 - - -

- - - - -iii) A&E Television Networks, LLC - - - 667,700

- - - -

Total - 1,239,888 - 667,700 28,858 - -- - - - - (-) (-)

16. Balance outstanding with related parties at year endTrade receivablesi) Network 18 Media & Investments Ltd. - - - - - - -

- - - - - (-) (-)ii) TV18 Broadcast Limited - 230,924,629 - - - - -

- (4,831,891) - - - (-) (-)iii) AETN ASIA PTE.LTD - - - - 2,747,855 - -

- - - - (1,595,635) - (-)iv) A&E Television Networks, LLC - - - - - - -

- - - - - (-) (-)v) Digital 18 Media Limited - - - - 443,033 - -

- - - - (12,231) (-) (-)

Notes forming part of the Financial Statements

Amount in Rupees

Particulars Ultimate Intermediate Holding Company Fellow Joint venture KeyHolding Holding Company exercising Subsidiaries of a company Management

Company Company significant exercising Personnelinfluence significant

influence

32 AETN18 MEDIA PRIVATE LIMITED

vi) Network 18 Media & Investments Ltd. - Publishing - - - - 122,913 - -- - - - (220,226) (-) (-)

vii) TV18 Home Shopping Network Limited - - - - 1,394,399 - -- - - - - (-) (-)

viii) Indiacast Media Distribution Private Limited - - - - 914,236 - -- - - - (8,577,219) (-) (-)

ix) Viacom18 Media Private Limited - - - - 78,665 - -- - - - (3,433,058) (-) (-)

x) Panorama Television Pvt. Ltd - - - - -- - - - (89,192)

xi) IBN Lokmat News Private Limited - - - - -- - - - (79,459)

xii) Indiacast UTV Media Distribution - - - - 2,810,721- - - - (14,199,145)

Total - 230,924,629 - - 8,511,822 - -- (4,831,891) - - (28,206,165) - (-)

Trade payables

i) Network 18 Media & Investments Ltd. - - - - - - -- (3,735,691) - - - (-) (-)

ii) TV18 Broadcast Limited - 62,851,630 - - - - -- (31,425,989) - - - (-) (-)

iii) A&E Television Networks, LLC - - - 58,203,479 - - -- - - (39,973,476) - (-) (-)

iv) AETN ASIA PTE.LTD - - - - 678,266 - -- - - - (331,019) - (-)

v) Digital 18 Media Limited - - - - 415,936 - -- - - - - (-) (-)

vi) Indiacast Media Distribution Private Limited - - - - 49,439 - -- - - - - (-) (-)

vii) IBN Lokmat News Private Limited - - - - - - -- - - - (664,227) (-) (-)

viii) Viacom18 Media Private Limited - - - - 2,205,097 - -- - - - (2,900,706) (-) (-)

ix) Etv : Prism - - - - 920,403 - -- - - - - (-) (-)

x) Network 18 Media & Investments Ltd. - web - - - - - - -- - - - (6,726) (-) (-)

xi) Indiacast UTV Media Distribution - - - - 183,026,979 - -- - - - - (-) (-)

xii) Network 18 Media & Investments Ltd. - Publishing - - - - 98,000- - - - -

Total - 62,851,630 - 58,203,479 187,394,120 - -- (35,161,680) - (39,973,476) (3,902,678) - (-)

Share Capital

i) RVT Media Private Limited - - 253,041,390 - - - -- - (246,169,260) - - - -

ii) A&E Television Networks, LLC - - - 243,118,190 - - -- - - (236,515,400) - - -

Total - - 253,041,390 243,118,190 - - -- - (246,169,260) (236,515,400) - - -

c. There is no provisions for doubtful debts ot amount written off / written back in respect of dues from / to related parties

Note: Figures in bracket relate to the previous year

Notes forming part of the Financial Statements

Amount in Rupees

Particulars Ultimate Intermediate Holding Company Fellow Joint venture KeyHolding Holding Company exercising Subsidiaries of a company Management

Company Company significant exercising Personnelinfluence significant

influence

33AETN18 MEDIA PRIVATE LIMITED

Notes forming part of the Financial Statements

27. Earnings/ (loss) per share

Particulars As at As at31 March, 2015 31 March, 2014

a. Net (Loss) for the year (Rupees) (62,908,542) (136,731,346)

b. Weighted average number of equity sharesused in computing basic and diluted earning per share 48,876,344 47,208,442

c. Par value per share (Rupees) 10.00 10.00

d. Basic earnings/(Loss) per share (Rupees) (1.29) (2.90)

e. Diluted earnings/(Loss) per share (Rupees) (1.29) (2.90)

28. Current and Deferred taxation

The Company has no assessable income for the year and accordingly, no provision for current income tax has been made.

The Components of deferred taxes are as follows:

Break up of Deferred tax assets As at As at31 March, 2015 31 March, 2014

Provision for employee benefit 962,265 841,120

Business Loss 271,995,183 279,158,757

Unamortised share issue expenses 510,287 1,020,574

Deferred Tax Assets 273,467,736 281,020,452

Less : Deferred Tax Liability on account of Depreciation / Amortisation 28,090,860 13,852,073

Net Deferred Tax Assets 245,376,876 267,168,379

The Company has carried forward tax losses pending assessment by the income tax authorities. In the absence of virtual certaintyof realization of carried forward tax losses and unabsorbed depreciation, management has not recognised any deferred taxassets. The same will be reassessed at subsequent balance sheet date and will be accounted for in the year of certainty/ virtualcertainty.

29. During the year ended 31st March 2015, the Company had entered into barter transactions, which were recorded at the fair valueof consideration receivable or payable. The Statement of Profit and Loss for the year ended 31st March 2015 has been grossedup to reflect revenue from these transactions of Rs. 18,124,785 (Previous year Rs. 12,736,555) and expenditure of Rs. 27,181,579(Previous year Rs. 13,223,234) being the fair value of these transactions provided and received.

30. The accounts of the Company have been prepared on the basis that the Company is a going concern. However, having regard tothe fact that there are losses during the year and that the net worth of the Company has been eroded due to accumulated losses,the ability of the Company to continue as a going concern is significantly dependent on the improvement of the Company’sfuture operations and continued financial support from the Shareholders. The Shareholders have confirmed to provide suchfinancial support as and when need arises.

The accounts do not include any adjustments relating to the recoverability and classification of recorded asset amounts andclassification of liabilities that might be necessary should the Company be unable to continue as a going concern

31. Hitherto, the Company followed the policy of capitalising costs of set top boxes and fully depreciating the same in the year ofpurchase. During the year, the Company has changed this policy. Cost of set top boxes is now not capitalised but charged off inthe Statement of Profit and Loss. This change does not have any impact on the loss for the year.

32. Share application money pending allotment

During the year, 623,885 shares were allotted at a premium of Rs 100 each against share application money outstanding as on 31March 2014

34 AETN18 MEDIA PRIVATE LIMITED

In terms of our report attached

For Deloitte Haskins & Sells LLP For and on behalf of the BoardChartered Accountants

Abhijit DamlePartner Director Director

Kavita Jhamb Gauri BhardwajPartner Chief Financial Officer Company Secretary

Place : Place :Date : Date : 9th April, 2015

33. Operating Lease

The Company has taken office premises on operating lease, which are cancellable in nature. The expenses recognised in theStatement of Profit and Loss is to Rs. 41,13,844 (Previous year: Rs. 38,62,477)

34. Transfer pricing

The Company has established a comprehensive system of maintenance of information and documents as required by the transferpricing legislation under sections 92-92F of the Income Tax Act, 1961. Since the law requires such information and documentationto be contemporaneous in nature, the Company is in the process of updating the documentation of domestic and internationaltransactions with the associated enterprises during the financial year and expects such records to be in existence latest by the duedate under the Income Tax Act, 1961. The management is of the opinion that its domestic and international transactions are atarm’s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount oftax expense and that of provision for taxation.

35 Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification/ disclosure.

Notes forming part of the Financial Statements