CONTENTSspecials.indiatoday.com/aajtaknew/download/ar2003-04.pdfAnil Mehra Anil Vig Bala Deshpande...

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8 TV Today Network Limited CONTENTS Directors’ Report ................................................................................ 10 Management Discussion and Analysis Report .................................. 14 Report on Corporate Governance ..................................................... 15 Auditors’ Report .................................................................................. 20 Balance Sheet .................................................................................... 22 Profit & Loss Account ......................................................................... 23 Schedules ........................................................................................... 24 Cash Flow Statement ......................................................................... 37 Abstract of Balance Sheet .................................................................. 38 Director Report.p65 8/18/2004, 4:43 PM 8

Transcript of CONTENTSspecials.indiatoday.com/aajtaknew/download/ar2003-04.pdfAnil Mehra Anil Vig Bala Deshpande...

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CONTENTS

Directors’ Report ................................................................................ 10

Management Discussion and Analysis Report .................................. 14

Report on Corporate Governance ..................................................... 15

Auditors’ Report .................................................................................. 20

Balance Sheet .................................................................................... 22

Profit & Loss Account ......................................................................... 23

Schedules ........................................................................................... 24

Cash Flow Statement ......................................................................... 37

Abstract of Balance Sheet .................................................................. 38

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BOARD OF DIRECTORS

Aroon Purie, Chairman & Managing Director

Anil Mehra

Anil Vig

Bala Deshpande

Rajan Bharti Mittal

Rajeev Thakore

Audit Committee

Rajeev Thakore, Chairman

Bala Deshpande

Anil Mehra

Chief Executive Officer

G. Krishnan

GM (Legal) & Company Secretary

S.N. Sridhar

Auditors

Price Waterhouse

Chartered Accountants

New Delhi

Bankers

Canara Bank

IDBI Bank Limited

ICICI Bank Limited

Registered Office

Videocon Tower

E-1, Jhandewalan Extn.

New Delhi - 110 055

Registrar & Transfer Agents

MCS Limited

Sri Venkatesh Bhawan

Plot No. 27, Road No. 11

MIDC Area, Andheri (East)

Mumbai-400 093

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DIRECTORS’ REPORT

TO THE MEMBERS

1. Your Directors take great pleasure in presenting you thisfifth Annual Report along with the Audited Accounts forthe financial year ended 31st March, 2004.

2. Financial ResultsThe financial results of the Company for the year ended31st March, 2004 are summarized below for yourconsideration.

(Rs. in crores)

Particulars Year Ended Year Ended31stMar’04 31stMar’03

Income from operationsand other income 142.52 109.38Profit before Interest,Depreciation and Tax 63.28 54.35Interest and Finance Charges 1.19 4.58Depreciation 11.44 7.69Misc. Expenses Written off 0.73 0.44Profit before tax 49.92 41.62Provision for Tax (Includingdeferred tax of Rs. 1.21 cr(previous year Rs. 11.30 cr)) 17.84 15.70Net Profit 32.08 25.92Balance amount broughtforward (after adjustment foropening deferred tax assets) 18.08 (7.84)Profit Available for appropriation 50.16 18.08Transferred to General Reserve 2.50 —Proposed Dividend 4.35 —Corporate Dividend Tax 0.55 —Balance Carried forward 42.76 18.08

3. PerformanceThe Company has achieved advertisement revenue ofRs. 140.17 crores, which is 29.2% higher over the lastyear’s revenue. During the year under review, yourCompany’s channel, Aaj Tak, has continued to maintainits leadership position for the third year in successionamongst all the News Channels in Hindi, inspite of intensecompetition from the new Hindi news channels launchedduring the year. The below mentioned data recognizesAaj Tak as the No.1 news channel with the highestviewership share (30%+) in the segment. It also illustratesAaj Tak as the news channel, which reaches the largestnumber of people in India (25 million+) and enjoys thehighest time spent by news viewers (39%).

Channel Reach Channel Avg. min Avg. min000s share (Universe) (Viewer)

Aaj Tak 25820 31.9 12 39Source TAMWeek Ending 27th March 2004All India, TG: 4Yrs+

The viewership of ‘Aaj Tak’ news channel has increasedfrom an average of 19.75 million during April-March’03 toan average of 25.24 million during April-March’ 04reporting a growth of 28% and from 23.30 million inMarch’03 to 25.77 million in March’04.

Aaj Tak is the most interactive news channel that alsoextensively uses the 2424 SMS platform for the contestpolls, and messages. In fact this concept has seena trendsetter as is evident from the fact that it hasgarnered more than 10 million responses during the past10 months.

Aaj Tak’s success has been recognized by the industrythrough various awards that it has bagged in the financialyear 2003–04:

Indian Television Academy Award• Scroll of Honour – Aroon Purie• Best News Channel Award – Aaj Tak

Indian Telly Awards• News Channel of the Year – Aaj Tak• News Anchor of the Year – Prabhu Chawla for “Seedhi

Baat”• Best TV Ad Sales Head of the year

Abby Awards 2004• Best Media Campaign – Silver trophy for campaign

against social evil• Single Film Category – Silver for ‘anti-smoking’

advertisement

Promax & BDA Asia Awards 2003• Best Public Service Announcement – Gold for

‘Romeo’ advertisement• Best News/Current Affairs Promo – Aaj Tak’s “Jurm”

Promo

RAPA Awards 2003 – June 2003• Best Media Campaign Award for b/w TVC Campaign• Best Soft Story Award for Rameshwaram se

Rashtrapati Bhawan Tak

Source: TAMTG: 4+ yrs csAll IndiaPeriod: 1st April 2003–31st March 2004

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During the year, your Company’s 24 hours English NewsChannel ‘Headlines Today’ moved into a new studio andhas showed potential to be the best in the Industry. Thechannel is making a place for itself in the up-marketEnglish News channel market. The channel’s new andrefreshing format in providing concise and fresh news toa mass of highly educated, predominantly urban and atime conscious set of people has been very well receivedby the target audience.

In the first year of operation, Headlines Today’s channelshare in the English News genre has been 8.7% andchannel reach of 1.2 million. The average time spent bythe viewers on Headlines Today has been 9 minutes whichis comparable to all other existing channels in the Englishnews genre. (Source: TAM–TG 4+ CS-Markets-6 Metros)

4. DividendYour directors are pleased to recommend for yourconsideration and approval payment of dividend @ 15%amounting Rs. 0.75 per equity share of Rs. 5/- each forthe financial year 2003-04. Total amount of dividend outgofor the financial year shall be Rs. 4.90 crores (includingCorporate Dividend Tax amounting to Rs. 0.55 crores).

5. Initial Public Offer (IPO)

During the year, your Company tapped the Capital Marketwith its Public Issue of 14,500,000 equity shares of Rs. 5/-each comprising of fresh issue of 10,000,000 equityshares of Rs. 5/- each and offer for sale of 4,500,000 equityshares of Rs. 5/- each by the existing shareholders through100% book building process in the bid price band of Rs.80 to 95. Your Company had allotted 45% of the issue toQualified Institutional Buyers (QIB), 25% to Non-Institutional Investors and 30% to Retail Investors. In termsof the applicable Uplinking Guidelines of the Ministry ofinformation and Broadcasting, Government of India whichdid not permit investment in the shares of the Companyby FIIs, NRIs and Companies in which majority ofownership and control is held by persons resident outsideIndia, your Company did not offer shares to the aforesaidcategories in the Public Issue.

Your Company had received 339,365 valid bids for513,142,800 Equity shares resulting in 35.38 timessubscription. The issue was oversubscribed by 85.27 timesin Non Institutional category, 24.59 times in Retail categoryand 14.87 times in the QIB category.

In view of the overwhelming response to the IPO of yourCompany, the issue price was fixed at the maximum ofthe price band at Rs. 95/- per share. The basis of allotmentwas finalized in consultation with The Stock Exchange,Mumbai and the shares were allotted to the successfulbidders on 9th January, 2004. The shares were listed onThe Stock Exchange, Mumbai (BSE) & National StockExchange of India Ltd, Mumbai (NSE) on 14th January,2004 and trading in the shares of the Companycommenced on 16th January, 2004. The opening price ofthe shares on the first trading session immediately after

listing was at Rs. 300 in NSE and at Rs. 225 in BSE. Theshares of the Company are presently traded in the bandof Rs. 105-115.

6. DirectorsDuring the year, Mr. Rajeev Thakore was appointed asan additional director on the Board of the Company.Mr. Rajeev Thakore holds office upto the date of ensuingAnnual General Meeting of the Company.

Notice under Section 257 of the Companies Act, 1956has been received from a member proposing thecandidature of Mr. Rajeev Thakore for the appointmentas Director on the Board of the Company.

Your Directors recommend the appointment of Mr. RajeevThakore as Director on the Board of the Company at theensuing Annual General Meeting.

The term of appointment of Mr. Aroon Purie, Chairmanand Managing Director shall come to an end on March 31,2005. It is proposed to re-appoint Mr. Aroon Purie asManaging Director of the Company w.e.f. 1st April 2005for a period of five years on such remuneration as may bedecided by the Board of Directors from time to time. Yourdirectors recommend passing of the resolutionreappointing Mr. Aroon Purie as Chairman & ManagingDirector of the Company.

In accordance with the requirement of Section 256 of theCompanies Act, 1956 and the Articles of Association ofthe Company, Mr. Anil Mehra, Director is liable to retire byrotation at the forthcoming Annual General Meeting andbeing eligible, offers himself for re-appointment. YourDirectors recommend reappointment of Mr. Anil Mehraas Director on the Board of the Company.

During the year, Ms. Rekha Purie and Ms. Koel Purieresigned and ceased as Director of the Company w.e.f.4th September, 2003 and Mr. Pramod Bhasin resignedand ceased as Director of the Company w.e.f. 8th October,2003. Your Directors place on record their deepappreciation of the valuable contribution made byMs. Rekha Purie, Ms. Koel Purie and Mr. Pramod Bhasinas Directors.

7. Director’s Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act,1956, your Directors’ subscribe to Directors ResponsibilityStatement and confirm that:

– in the preparation of the annual accounts, theapplicable accounting standards had been followedalong with proper explanation to material departures;

– they have selected such accounting policies andapplied them consistently and made judgments andestimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of thecompany at the end of the financial year 2003-04and of the profit or loss of the Company for thatperiod;

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– they have taken proper and sufficient care for themaintenance of adequate accounting records inaccordance with the provisions of this Act forsafeguarding the assets of the Company andpreventing and detecting fraud and otherirregularities;

– the annual accounts have been prepared on a goingconcern basis.

8. Fixed DepositDuring the year your Company has neither invited noraccepted/renewed deposits from the Public within themeaning of Section 58A, 58AA and other relevantprovisions of the Companies Act, 1956.

9. Statutory AuditorsThe statutory auditors of your Company M/s PriceWaterhouse, Chartered Accountants hold office upto theconclusion of the forthcoming Annual General Meetingand have offered themselves for re-appointment. Theyhave confirmed that they are eligible under Section 224(1B) of the Companies Act, 1956 for reappointment. Yourdirectors recommend their re-appointment as StatutoryAuditors of the Company.

10. Auditor’s ReportThere are no observations, qualification or adverse remarkof the Auditors on the Accounts of the Company for theyear ended on 31st March, 2004 requiring Comment ofyour Board of Directors.

11. Corporate GovernanceThe Board of Directors support the broad principles ofCorporate Governance, transparency, disclosure andindependent supervision to increase various stakeholdersvalue. The report on Corporate Governance as stipulatedin Clause 49 of the listing agreement with the stockexchanges for the year ended 31st March, 2004 andAuditor’s certificate on Corporate Governance isappended herewith.

12. Management Discussion and AnalysisA separate report is appended herewith.

13. The Companies (Disclosure of Particulars in theReport of Board of Directors) Rules, 1988In terms of the requirement of clause (e) of sub-section

(1) of section 217 of the Companies Act, 1956, read withthe Companies (Disclosure of Particulars in the Reportof Board of Directors) Rules, 1988, the particulars withrespect to “Conservation of Energy, TechnologyAbsorption and Foreign Exchange Earnings and Outgo”are given as under:

(a) Conservation of Energy : Not applicable

(b) Technology Absorption : Not applicable

(c) Transaction in ForeignCurrency (CIF basis) : Rs 83,090,065

(d) Expenditure in foreigncurrency (Accrued basis)(i) Traveling Expenses Rs. 10,402,181(ii) Others Rs. 35,992,527

(e) Income in foreign currency Nil(Accrued basis)

14. PersonnelAs required by the provisions of Section 217 (2A) of theCompanies Act, 1956 read with Companies (Particularsof Employees) Rules, 1975, as amended, the names andother particulars of the employees are set out in theAnnexure to the Directors’ Report.

15. AcknowledgementYour Directors take this opportunity to place on recordtheir deep appreciation for the trust and confidencereposed by you in your Company and significantcontribution made by the employees through theirdedication, hard work and commitment.

Your Directors also acknowledge the support and co-operation of the Securities and Exchange Board of India,Bankers, Central Government, Shareholders and Investorsat large and looks forward to their continued support.

For and on behalf of the Board of Directors

Place : New Delhi Anil Mehra Aroon PurieDate : June 4, 2004 Director Chairman &

Managing Director

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Annexure to Directors’ Report

Particulars of Employees under Section 217(2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules, 1975 (as amended) and forming part of Directors’ Report for theyear ended on March 31, 2004

S. Name Designation Remuneration Qualification Experience Date of Age Last Employemt, Designation No. ofNo. Rs. (years) Joining (years) Employer, Period Shares held

1 Mr. G. Krishnan Chief Executive 12,705,333 B. Com. (Hon) 26 01.10.2000 50 Executive Director - Living 20*Officer M & B Management Media India Limited

2 Mr. Rahul Director-Technical 4,580,914 B. Com., Course in 20 01.05.2000 40 Technical Consultant - Living NilKulshrestha & Opeation System Analysis Media India Limited

& Design

Employed for the part of the year

1 Mr. Q. W. Naqvi News Director- 665,058 M.A. 23 6.02.2004 49 Director - QS Media Guru NilAaj Tak (P) Limited

2 Mr. Uday News Director- 3,930,946 B.A.(H), M.A.,M.Phil & 15 1.04.2000 42 Executive Producer - Living NilShankar Aaj Tak PGD-Journalism Media India Limited

* As a nominee of Living Media India Limited

Notes:1. Remuneration includes Salary, House Rent Allowance, Commission, Company’s contribution to Provident Fund and Perquisites. Value of perquisites have been

calculated on the basis of Income-Tax Act, 1961.

2. Information about qualification and last employment are based on particulars furnished by the employees concerned.

For and on behalf of the Board of Directors

Place : New Delhi Anil Mehra Aroon PurieDate : 4th June, 2004 Director Chairman &

Managing Director

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MANAGEMENT DISCUSSION ANDANALYSIS

Industry Structure and DevelopmentsDuring the year, Conditional Access System (CAS) wasintroduced by the Government of India in stages in the metrocities of Mumbai, Calcutta, Chennai and Delhi but was notsuccessfully implemented due to pressure from variousstakeholders in Mumbai, Calcutta and New Delhi. Accordingto the scheme, the Cable operators were required to provide30 Free to Air channels (FTA) at the rate of Rs. 72/- to thesubscribers. In view of the initial failure of CAS in the form itwas introduced, Ministry of Information & Broadcasting,Government of India had appointed Telecom RegulatoryAuthority of India (TRAI) as the Regulator for formulatingregulations for regulating the Cable and Broadcasting Industryand especially cable operators in particular by implementationof CAS in the form as it exists or with such suitable changesas the Regulator may deem fit keeping in view the interests ofvarious stakeholders interests in mind.

The Regulator has already initiated the process of consultationwith various stakeholders of the cable and BroadcastingIndustry and is expected to submit its recommendation to theGovernment of India about the regulatory measures forintroduction of CAS in the Country.

During the year, Government of India had amended theGuidelines for uplinking of news and current affairs newsChannels from India. Your Company is the first news andcurrent affairs channel to be uplinked from India complyingwith the conditions of the uplinking guidelines in letter andspirit. Your Company has also complied with the revisedguidelines for uplinking of News and Current Affairs issuedduring the year by the Ministry of Information & Broadcasting,Government of India. In compliance with the said revisedguidelines, your Company did not offer shares to ForeignInstitutional Investors (FII’s), Non-Resident Indians (NRI’s) etcin the Initial Public Offering (IPO) of the Company.

OutlookThe Advertisement sales revenue and profitability of theCompany has increased manifold in a period of two years fromRs. 51.65 crores and 2.79 crores respectively for the yearended March 2002 to Rs. 140.17 crore and Rs. 32.08 croresrespectively for the current financial year ended March, 2004.Your Company’s Hindi News Channel, Aaj Tak has consistentlymaintained its leadership position as the No. 1 Channel in theHindi News segment for the past three years. Your Company’s24 hour English News channel catering to the upmarket urbanpopulace has also been well received and has the greatpotential to contribute to the revenue growth of the Companyin the coming years.

The Advertisement sales rate card model adopted by theCompany has also been well received by the advertisers. Asa result, your Company has dedicated advertisers in thechannel ensuring continuous and consistent growth in the

advertisement revenue in the coming years. Coupled withsubscription revenue in case your Company goes pay for itspopular channel, Aaj Tak, on implementation of CAS, yourCompany’s revenue could increase manifold in the comingyears.

Opportunities and ThreatsIn case CAS is mandated by law, it will provide opportunity toboth the Company’s free to air (FTA) Channels, Aaj Tak inHindi and Headlines Today in English by exploring thepossibility of converting both the channels to pay channels toincrease the revenue of the Company by way of subscription.The advertisement revenue in the news market segment isalso showing an upward trend which your Company, beingthe market leader, will exploit to maximise its revenue. However,with more news channels having been launched recently, yourCompany is likely face intense competition from these channelswhich may have an impact on Company’s revenue growth inthe coming years.

Risk and ConcernsThe delay in implementation of CAS and the changes in theviewers habits could impact the Company’s revenue. Any capon advertisement time of the free to air and pay channels bythe regulator, TRAI could also have an adverse effect on therevenue of the Company in the coming years.

Internal Control Systems and its adequacyYour Company, from time to time, issues policies, proceduresand guidelines to enable employees follow best practices foradequate internal control in various areas of Companyoperations. Your Company has appointed one of the reputedfirm of Chartered Accountants, M/s Ernst & Young as InternalAuditors to conduct Internal Audit of the records of theCompany and also to check adequacy of controls exercisedat various levels. Internal Audit Reports given by M/s Ernst &Young are placed before the Audit Committee for reviewingthe internal control systems and procedures.

Human ResourcesDuring the year ended 31st March, 2004, your Company had650 employees on its rolls. Your Company considers the qualityof its Human Resources to be its most important asset andconsistently endeavour to train, nurture and groom to meet itscurrent and future needs. It places emphasis on training anddevelopment of employees at all levels. Your Company has astrong team of professionals to oversee the operations andgrowth of the Company’s business. Your Company’s successis substantially dependent on the expertise and services of itspersonnel.

Cautionary StatementThe Statement made in this report describing the Company’sexpectations and estimates may be a forward lookingstatement within the meaning of applicable securities lawsand regulations. Actual results may vary from those expressedor implied in this report due to the influence of externaland internal factors which are beyond the control of theCompany.

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REPORT ON CORPORATE GOVERNANCE1. Company’s Philosophy

Corporate Governance contemplates fairness, transparency, accountability and responsibility in the functioning of the Company.TV Today is committed to good corporate governance as good corporate practices ensure that a Company meets its obligationsto optimise shareholders value. Corporate Governance has assumed great significance in India in the recent past in the formof amendment in the Companies Act 1956 and Listing Agreement with Stock Exchanges.

2. Board of Directorsa) Composition of the Board

The Board comprises of six directors out of which five are Non-Executive Directors and one is Managing Director. Out offive Non-Executive Directors, Ms. Bala Deshpande, Mr Rajeev Thakore and Mr Rajan B. Mittal are Independent Directors.

b) Number of Board MeetingsDuring the year-ended 31.3.2004, four Board Meetings were held. These were on 4th June, 1st August, 18th October 2003and 9thJanuary, 2004.

c) Directors’ attendance record and Directorship in other public Limited Companies:

Name of the Position Board Meetings Board Meetings Whether attended Directorships in No. of Memberships/Director held during attended during last AGM other public Chairmanships of other

the year the year limited companies Board Committees(including TV Today

Network Limited)

Chairmanship Membership

Aroon Purie Promoter Director- 4 2 Yes 9 — 1Chairman &Managing Director

Anil Mehra Non-Executive Director 4 4 — 9 1 1Anil Vig Non-Executive Director 4 3 — 1 — 1Rajan Independent 4 2 — 8 3 2Bharti Mittal DirectorBala Independent 4 1 — 13 — 8Deshpande DirectorRajeev Independent NA — — — 1 —Thakore* Director

* Appointed as Additional Director on the Board on 9th January 2004

Note: None of the Directors is a member of more than 10 Board Level Committees, or a Chairman of more than five suchcommittees as required under Clause 49 of the listing agreement.

3. Audit Committeea) Terms of Reference

Apart from all the matters provided in Clause 49 of the listing agreement and Section 292A of the Companies Act, 1956,the Audit Committee reviews report of the internal auditors, meets statutory auditors as and when required and discussestheir findings, suggestions, internal control system, scope of audit, observations of auditors and other related matters toensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial control andreporting. It also reviews major accounting policies followed by the Company.

b) CompositionAs an unlisted public limited company, the Committee was earlier constituted under Section 292A of the Companies Act,1956 comprising of Mr. Anil Mehra, Chairman, Ms. Bala Deshpande and Mr. Anil Vig as members. Before listing of theCompany’s shares on stock exchanges, the Audit Committee was re-constituted on 9th January 2004 to comply with theListing requirements. The re-constituted Committee comprises of three non-executive Directors, namely, Mr. RajeevThakore, Chairman, Mr. Anil Mehra and Ms. Bala Deshpande, majority of whom are independent.During the year, the Audit Committee constituted under the Companies Act, 1956 met on 1st August 2003. The reconstitutedAudit Committee could not meet in the financial year as it was reconstituted only on 9th January 2004. The attendancerecord of the members at the meeting was as follows:

Name of the Director Status No. of Meetings Attended

Mr. Anil Mehra Chairman 1Mr. Anil Vig Member 1Ms. Bala Deshpande Member 1

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4. Remuneration Committeea) The non-mandatory requirement of setting up of a remuneration committee for delebration of remuneration of executive

directors has not been adopted considering the nature and size of the Company.

b) Remuneration of Directors, sitting fees etc. for the year 2003-04Mr. Aroon Purie, Chairman & Managing Director was entitled to remuneration by way of commission @1% of the netprofits of the Company. He was also entitled to a Chauffer driven car for official and personal purposes. The remunerationin terms of value is Rs. 50,10,750/-.

During the year under review, the Directors were not paid any sitting fees.

5. Shareholders/Investors Grievance and Share Transfer Committee

i) Terms of ReferenceThe Committee has been constituted to specifically look into and redress the Investors and Shareholders complaints liketransfer of shares, non-receipt of Annual Report and non-receipt of declared dividends, any other matter relating toShareholders/Investors Grievance. The Committee shall meet as and when it deems necessary.

ii) CompositionThe committee is constituted under the Chairmanship of a Non-executive Director namely, Mr. Anil Mehra. The othermembers of the committee are Mr. Anil Vig and Mr. Aroon Purie.

iii) Name & Designation of Compliance officerMr. S. N. Sridhar, General Manager - Legal & Company Secretary is Secretary to the Committee and Compliance Officer.

iv) Investors complaints received and resolved during the yearDuring the year under review, 2942 complaints were received, which were attended to by the Registrar/Company. Nocomplaints were pending either at the beginning or at the end of the financial year.

6. Disclosures

(i) The details of related party transaction with the Company are given in Note No. 10 on Schedule Q(b) of the Notes toAccounts. Besides this, Company has no material significant transaction with the related parties viz. Promoters, Directorsof the Management, their subsidiaries or relatives, etc. that may have a potential conflict with the interest of the Companyat large.

(ii) No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any Statutory Authoritieson any matter related to Capital Markets for non-compliance by the Company during the year.

7. Means of Communication

a) At present quarterly/half yearly reports are not being sent to each household of shareholders.

b) The quarterly/half yearly results are published in leading English and Hindi Newspapers and is displayed on website ofthe Company- ‘www.aajtak.com’ along with official news releases and presentations. The same is also being sent toanalyst and institutional investors.

c) Management Discussion and Analysis forms a part of the Annual Report.

8. General Body Meetings

a) Details of the last three Annual General meetings are as under:

Financial Year Date Time Venue Any Special Resolution

2002-03 30.09.2003 11.30 A.M. Videocon Tower, E-1, Jhandewalan YesExtn., New Delhi-110 055 (1) U/s 314(1) of the Companies

Act 1956(2) U/s 94 of the Companies

Act 1956(3) U/s 81(1A) of the Companies

Act 1956(4) U/s 31of the Companies

Act 19562001-02 27.09.2002 11.00 A.M. Videocon Tower, E-1, Jhandewalan No

Extn., New Delhi-110 055

2000-01 20.09.2001 11.30 A.M. Videocon Tower, E-1, Jhandewalan YesExtn., New Delhi-110 055 (1) U/s 81(1A) of the

Companies Act 1956(2) U/s 31 of the Companies

Act 1956

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b) Postal BallotFor the year ended 31st March 2004, there have been no ordinary or special resolutions passed by the Company’sShareholders through postal ballot.

9. Additional shareholders information

a) Annual General Meeting

Date : 27th August, 2004

Venue : FICCI Auditorium, Federation House, Tansen Marg, New Delhi-110 001

Time : 3.30 pm.

b) Financial CalendarFinancial year: 1st April to 31st March

For the financial year 2004-05, the tentative dates will be by July 31, 2004 for adoption of unaudited financial result forthe first quarter ended June 30, 2004, by 31st October 2004 for adoption of unaudited financial results for the secondquarter ended Sept 30, 2004, by January 31, 2004 for adoption of unaudited financial results for the third quarter endedDec. 31, 2004 and by April/June 30, 2005 for Un-audited 4th Quarter/Audited Results (2004-05).

c) Book ClosureThe Register of Members and Share Transfer Books of the Company shall remain closed from 18th August to 27th August,2004 (both days inclusive).

d) Dividend Payment Date : On or after 2nd September, 2004.

e) Listing in stock exchanges and stock codesThe name of the Stock Exchanges at which the equity shares are listed and the respective stock codes are as under:

Name of the Stock Exchanges Stock Code/Symbol

The Stock Exchange, Mumbai 532515

National Stock Exchange of India Ltd. TV Today

Listing fee to the Stock Exchanges as above for the financial year ended 31.03.2004 have been paid.

The ISIN number allotted to the Company for demat of Shares are as under:

NSDL - INE 038F01029CDSL - INE 038F01029

f) Market Price Data (Rs.)High/Low of market price of the Company’s equity shares traded on the Stock Exchange, Mumbai and National StockExchange from the date of first Trading ie 16.1.04 upto the close of the financial year ended 31st March 2004 were asfollows:

Week BSE NSEHigh Low High Low

16-Jan-04 225.00 179.00 310.00 178.8519-Jan-04 186.35 154.05 185.00 155.0027-Jan-04 173.25 145.30 173.95 145.053-Feb-04 157.00 132.00 148.50 132.159-Feb-04 169.00 136.50 168.90 136.2516-Feb-04 172.80 152.00 172.50 152.0023-Feb-04 160.00 143.05 159.80 143.001-Mar-04 148.95 140.00 149.20 139.508-Mar-04 148.90 137.55 149.30 136.2015-Mar-04 143.90 119.55 150.00 118.6522-Mar-04 136.00 121.35 135.90 121.2029-Mar-04 136.90 130.05 136.85 130.20

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g) Performance of Company’s equity shares in comparison to BSE Sensex & NSE Nifty

h) Registrar & Share Transfer AgentAll share transfers are handled by Company’s Registrar and Share Transfer Agent M/s. MCS Limited, Sri VenkateshBhawan, Plot No. 27, Road No. 11, M.I.D.C. Area, Andheri (East), Mumbai-400 093, or at their Delhi Office at W-40Okhla Industrial Area, Phase-II, New Delhi - 110020 a Category-I Registrar registered with SEBI.

i) Share Transfer SystemsThe shares held in physical mode are subject to lock in requirements.

j) Distribution of shareholding as on 31st March, 2004

k) Shares held in physical and dematerialised formAs on 31st March 2004, 39.45% of shares were held in dematerialised form, 60.52% in physical form and 0.03% inabeyance. The shares of the Company are traded in B ‘1’ group in BSE.

l) There is no outstanding GDR’s/ADR’s/Warrants/convertible instruments.

m) Plant LocationNot Applicable

n) Address for correspondence:TV Today Network LimitedVideocon Tower,E-1 Jhandewalan Extension,New Delhi-110 055.Telephone: 23684878,23684888Fax: 51540231E-Mail – [email protected]

o) Shares held in electronic formShareholders holding shares in electronic form may give instruction regarding bank details, which they wish to incorporateon their dividend warrant to their depository participants. As per the regulations of NSDL and CDSL the company isobliged to print the bank details on the dividend warrants, as furnished by these depositories to the Company.

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Auditors’ Certificate on Compliance with the Conditions of Corporate Governance UnderClause 49 of the Listing Agreement(s)

To the Members of TV Today Network Limited

1. We have reviewed the implementation of Corporate Governance procedures by TV Today Network Limited (the Company)during the year ended March 31, 2004, with the relevant records and documents maintained by the Company, furnished to usfor our review and the report on Corporate Governance as approved by the Board of Directors.

2. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limitedto procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of CorporateGovernance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

3. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

4. Considering that the Company has been listed on the stock exchange w.e.f January 14, 2004, on the basis of our review andaccording to the best of our information and according to the explanations given to us, the company has taken steps toensure that the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement(s) with the stockexchange(s) have been complied with in all material respects by the Company.

U. RAJEEVPartner

Membership No. F-87191

For & on behalf ofPlace: New Delhi PRICE WATERHOUSEDated: June 4, 2004 Chartered Accountants

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AUDITORS’ REPORT TO THE MEMBERS OF TV TODAYNETWORK LIMITED

1. We have audited the attached Balance Sheet of TV TodayNetwork Limited, as at March 31,2004, and the related Profitand Loss Account and Cash Flow Statement for the yearended on that date annexed thereto, which we have signedunder reference to this report. These financial statementsare the responsibility of the Company’s management. Ourresponsibility is to express an opinion on these financialstatements based on our audit.

2. We have conducted our audit in accordance with theauditing standards generally accepted in India. ThoseStandards require that we plan and perform the audit toobtain reasonable assurance about whether the financialstatements are free of material misstatement. An auditincludes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements.An audit also includes assessing the accounting principlesused and significant estimates made by management, aswell as evaluating the overall financial statementpresentation. We believe that our audit provides areasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order,2003 issued by the Central Government of India in termsof sub-section (4A) of Section 227 of ‘The Companies Act,1956’ of India (the ‘Act’) and on the basis of such checks ofthe books and records of the company as we consideredappropriate and according to the information andexplanations given to us, we further report that:

1. (a) The company is maintaining proper records showingfull particulars including quantitative details andsituation of fixed assets.

(b) The fixed assets are physically verified by themanagement according to a phased programmedesigned to cover all the items over a period of threeyears, which in our opinion, is reasonable havingregard to the size of the company and the nature ofits assets. Pursuant to the programme, a portion ofthe fixed assets has been physically verified by themanagement during the year and no materialdiscrepancies between the book records and thephysical inventory have been noticed.

(c) In our opinion, and according to to the informationand explanations given to us, a substantial part offixed assets has not been disposed of by the companyduring the year.

2. (a) The inventory has been physically verified by themanagement during the year. There is no inventorywhich is lying with third parties.

(b) In our opinion, the procedures of physical verificationof inventory followed by the management arereasonable and adequate in relation to the size ofthe company and the nature of its business.

(c) On the basis of our examination of the inventory

records, in our opinion, the company is maintainingproper records of inventory. There were nodiscrepancies noticed on physical verification ofinventory as compared to book records.

3. The company has neither granted nor taken any loans,secured or unsecured, to/from companies, firms or otherparties covered in the register maintained under Section301 of the Act.

4. In our opinion, and according to the information andexplanations given to us, having regard to the explanationthat certain items purchased are of special nature forwhich suitable alternative sources do not exist forobtaining comparative quotations, there are adequateinternal control procedures commensurate with the sizeof the company and the nature of its business for thepurchase of inventory, and fixed assets and for the saleof goods. Further, on the basis of our examination of thebooks and records of the company, and according to theinformation and explanations given to us, we have notneither come across nor have been informed of anycontinuing failure to correct major weaknesses in theaforesaid internal control procedures.

5. (a) In our opinion and according to the information andexplanations given to us, the transactions that needto be entered into the register in pursuance of Section301 of Act, have been so entered.

(b) In our opinion and according to the information andexplanations given to us, the transactions made inpursuance of contracts or arrangements entered intothe register in pursuance of Section 301 of the Actand exceeding the value of Rupees Five Lakhs inrespect of any party during the year, have been madeat prices which are reasonable having regard to theprevailing market prices at the relevant time.

There are certain transactions of purchase of servicesaggregating Rs. 3,600,000 made in pursuance ofcontracts or arrangements entered into the registerin pursuance of Section 301 of the Act which areproprietary in nature and for which comparablemarket prices are not available and accordingly weare unable to comment on the reasonableness orotherwise of such transactions.

6. The company has not accepted any deposits from thepublic within the meaning of Sections 58A and 58AA ofthe Act and the rules framed there under.

7. In our opinion, the company has an internal audit systemcommensurate with its size and nature of its business.

8. The Central Government of India has not prescribed themaintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of theproducts of the company.

9. (a) According to the information and explanations givento us and the records of the company examined byus, in our opinion, the company is generally regular

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in depositing the undisputed statutory dues includingprovident fund, employees’ state insurance, income-tax, sales-tax, wealth tax, customs duty and othermaterial statutory dues as applicable with theappropriate authorities.

(b) According to the information and explanations givento us and the records of the Company examined byus, there are no dues of sales tax, income-tax,customs duty and wealth-tax which have not beendeposited on account of any dispute.

10. As the company is registered for a period less than fiveyears, clause (x) of paragraph 4 of the Companies(Auditor’s Report) Order, 2003 is not applicable to thecompany for the current year.

11. According to the records of the company examined byus and the information and explanation given to us, theCompany has not defaulted in repayment of dues toany financial institution or bank as at the balance sheetdate.

12. The Company has not granted any loans and advanceson the basis of security by way of pledge of shares,debentures and other securities.

13. The provisions of any special statute applicable to chitfund/nidhi/mutual benefit fund/societies are notapplicable to the Company.

14. In our opinion, the Company is not a dealer or trader inshares, securities, debentures and other investments.

15. In our opinion and according to the information andexplanations given to us, the Company has not givenany guarantee for loans taken by others from banks orfinancial institutions during the year.

16. In our opinion, and according to the information andexplanations given to us, on an overall basis, the termloans have been applied for the purposes for which theywere obtained.

17. On the basis of an overall examination of the balancesheet of the Company, in our opinion, and according tothe information and explanations given to us, there areno funds raised on a short-term basis which have beenused for long-term investment, and vice versa.

18. The Company has not made any preferential allotmentof shares to parties and companies covered in theregister maintained under Section 301 of the Act duringthe year.

19. The management has disclosed the end use of moneyraised by public issues [Refer Note 9 of Schedule Q (b)]and the same has been verified by us.

20. During the course of our examination of the books andrecords of the Company, carried out in accordance withthe generally accepted auditing practices in India, andaccording to the information and explanations given tous, no fraud (i.e., intentional material misstatements

resultant from fraudulent financial reporting andmisappropriation of assets) on or by the Company hasbeen noticed or reported during the year by theCompany.

21. The other clause, 4(xix) of paragraph 4 of theCompanies (Auditor’s Report) Order 2003 are notapplicable in the case of the Company for the currentyear, since in our opinion there is no matter which arisesto be reported in the aforesaid order.

4. Further to our comments in paragraph 3 above, we reportthat:

(a) We have obtained all the information andexplanations, which to the best of our knowledge andbelief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as requiredby law have been kept by the company so far asappears from our examination of those books;

(c) The Balance Sheet, Profit and Loss Account andCash Flow Statement dealt with by this report are inagreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and LossAccount and Cash Flow Statement dealt with by thisreport comply with the accounting standards referredto in sub-section (3C) of Section 211 of the Act;

(e) On the basis of written representations received fromthe directors, as on March 31, 2004 and taken onrecord by the Board of Directors, none of the directorsis disqualified as on March 31, 2004 from beingappointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

(f) In our opinion and to the best of our information andaccording to the explanations given to us, the saidfinancial statements together with the notes thereonand attached thereto give in the prescribed mannerthe information required by the Act and give a trueand fair view in conformity with the accountingprinciples generally accepted in India:

(i) in the case of the Balance Sheet, of the state ofaffairs of the Company as at March 31, 2004;

(ii) in the case of the Profit and Loss Account, of theprofit for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of thecash flows for the year ended on that date.

U. RAJEEVPartner

Membership No. F-87191

For & on behalf ofPlace: New Delhi PRICE WATERHOUSEDated: June 4, 2004 Chartered Accountants

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BALANCE SHEET AS AT MARCH 31, 2004

As at As atMarch 31, 2004 March 31, 2003

SCHEDULE Amount (Rs.) Amount (Rs.)

SOURCES OF FUNDSShareholders’ FundsShare Capital A 290,000,000 240,000,000Reserves and Surplus B 1,659,256,734 537,261,552

Loan FundsSecured Loans C — 358,896,855

Deferred Tax Liability - Net 80,245,927 68,190,668(Refer to Note 4 on Part B of Schedule Q)

TOTAL 2,029,502,661 1,204,349,075

APPLICATION OF FUNDSFixed AssetsGross Block D 1,166,176,868 823,080,909Less: Depreciation 281,201,434 167,811,730

Net Block 884,975,434 655,269,179Capital Work-in-Progress 14,972,097 33,357,344

899,947,531 688,626,523

Current Assets, Loans & AdvancesInventories 32,250 —Sundry Debtors E 417,187,342 335,056,160Cash and Bank Balance F 995,604,085 285,535,905Loans and Advances G 99,419,346 70,113,044

1,512,243,023 690,705,109Less: Current Liabilities & ProvisionsCurrent Liabilities H 340,576,733 193,973,904Provisions I 61,304,707 7,521,590

401,881,440 201,495,494

Net Current Assets 1,110,361,583 489,209,615

Miscellaneous Expenditure J 19,193,547 26,512,937(To the extent not written off or adjusted)

TOTAL 2,029,502,661 1,204,349,075

SIGNIFICANT ACCOUNTING POLICIES QAND NOTES ON ACCOUNTS

This is the Balance Sheet referred to in our report of even date The Schedules referred to above form an integral partof the Balance Sheet.

U. Rajeev For and on behalf of the BoardPartnerMembership No. F-87191For & on behalf of Price Waterhouse S N Sridhar Sanjay Jain Anil Mehra Aroon PurieChartered Accountants GM - Legal & GM - Finance Director Chairman &

Company Secretary Managing DirectorPlace : New DelhiDate : June 4, 2004

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PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2004

For the Year Ended For the Year EndedMarch 31, 2004 March 31, 2003

SCHEDULE Amount (Rs.) Amount (Rs.)

INCOMERevenue K 1,401,753,915 1,084,928,544Other Income L 23,471,705 8,916,099

1,425,225,620 1,093,844,643

EXPENDITUREIncrease in Inventories (32,250) —Employee Cost M 201,412,610 146,204,916Production Cost N 126,516,303 97,387,946Administrative and Other Costs O 464,310,128 306,565,586Finance Charges P 11,858,850 45,796,112Distribution Cost 228,952 296,001Depreciation 114,405,378 76,853,906Preliminary Expenses written off 182,340 182,340Deferred Revenue Expenditure written off 7,137,050 4,243,086

926,019,361 677,529,893

Profit Before Taxation 499,206,259 416,314,750Current Tax 166,315,400 44,000,000Deferred Tax 12,055,259 113,023,679

Tax Expenses 178,370,659 157,023,679

PROFIT AFTER TAXATION 320,835,600 259,291,071

Profit available for appropriation 320,835,600 259,291,071

Appropriations:Proposed Dividend 43,500,000 —Tax on Proposed Dividend 5,573,438 —Transfer to General Reserve 25,000,000 —Balance carried over for the current year 246,762,162 259,291,071Balance brought forward 180,861,552 (123,262,530)Add: Adjustment for opening of Deferred tax assets — 44,833,011Balance carried forward to Balance Sheet 427,623,715 180,861,552

Earnings Per Share [Refer Note 5 on Schedule Q(b)] 6.38 5.55SIGNIFICANT ACCOUNTING POLICIES QAND NOTES ON ACCOUNTS

This is the Profit & Loss Account referred to in our report of even date The Schedules referred to above form an integral partof the Profit & Loss Account.

U. Rajeev For and on behalf of the BoardPartnerMembership No. F-87191For & on behalf of Price Waterhouse S N Sridhar Sanjay Jain Anil Mehra Aroon PurieChartered Accountants GM - Legal & GM - Finance Director Chairman &

Company Secretary Managing DirectorPlace : New DelhiDate : June 4, 2004

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FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2004

As at As atMarch 31, 2004 March 31, 2003

Amount (Rs.) Amount (Rs.)

SCHEDULE - ASHARE CAPITAL

Authorised68,000,000 Equity Shares of Rs. 5/- each (Previous year 27,000,000 340,000,000 270,000,000Equity shares of Rs. 10/- each)300,000 (Previous year 300,000) Preference Shares of Rs. 100/- each 30,000,000 30,000,000

370,000,000 300,000,000

Issued, Subscribed and Paid-up58,000,000 Equity Shares of Rs. 5/- (Previous year 24,000,000 290,000,000 240,000,000shares of Rs. 10/- each) fully paid up

32,300,000 Equity Shares of Rs. 5/- each(Previous year 17,000,000 shares of Rs.10/- each)are held by Living Media India Limited, the holding company.

Note:a) The shareholders in the Annual General Meeting held on September 30, 2003 have approved the sub-division of equity shares of face value

of Rs. 10/- into equity shares of face value of Rs. 5/- each. Subsequent to this sub-division, the issued, subscribed and paid-up capital ofRs. 240,000,000 has been divided into 48,000,000 equity shares of Rs. 5/- each.

b) In January 2004, the company completed Initial Public Offering (‘IPO’) of its equity shares in India comprising fresh issue of 10,000,000shares and sale of 4,500,000 equity shares by existing shareholders. In this regard, equity shares of Rs. 5/- each were issued at a premiumof Rs. 90/- each aggregating Rs. 950,000,000. In respect of the above, the Company incurred IPO related expenses of Rs. 49,766,980 whichhas been adjusted against Securities Premium in accordance with Section 78 of the Companies Act, 1956.

SCHEDULE - BRESERVES AND SURPLUS

Securities PremiumOpening Balance 356,400,000 280,400,000Add: Share premium received on issue of Equity Shares 900,000,000 76,000,000(refer Note b in Schedule A)Less: Public Issue Expenses (Refer Note b in Schedule A) 49,766,980 —

Closing Balance 1,206,633,020 356,400,000

Profit & Loss AccountBalance transferred from the Profit and Loss Account 427,623,714 180,861,552

General ReserveBalance transferred from the Profit and Loss Account 25,000,000 —

TOTAL 1,659,256,734 537,261,552

SCHEDULE - CSECURED LOANS[Refer Note 2 on Schedule Q (b)]

Term Loan from Financial Institution* — 335,000,000Cash Credit Account (Book balance)@ — 23,896,855

TOTAL — 358,896,855

(* Term loan from Financial Institutions was secured by a hypothecation of all moveable assets of the Company and Corporate Guarantee givenby Living Media India Limited, the holding company situated at Competent House, Connaught Circus, New Delhi and Videocon Towers, Jhandewalan,New Delhi)(@ Cash credit facilities from Canara bank have been secured by a floating charge on the present and future book debts, outstanding monies,receivables, claims, bills etc. belonging to the company.)

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SCHEDULE - DFIXED ASSETS[Refer Note 7 on Schedule Q(b)]

GROSS BLOCK DEPRECIATION NET BLOCK

Particulars As at 31-3-2003 Additions Deletions As at 31-3-2004 As at 31-3-2003 For the year Deletions As at 31-3-2004 As at 31-3-2004 As at 31-3-2003Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.

Tangible AssetsPlant & Machinery 700,100,156 261,602,960 2,566,597 959,136,519 143,060,967 92,980,089 663,956 235,377,100 723,759,419 557,039,189

Vehicles 28,665,782 4,954,483 2,004,409 31,615,856 3,259,231 2,972,085 282,662 5,948,654 25,667,202 25,406,551

Computers 24,723,674 13,800,467 170,033 38,354,108 5,592,129 5,302,720 21,367 10,873,482 27,480,626 19,131,545

Office Equipments 19,055,221 5,190,812 122,730 24,123,303 4,187,682 3,381,721 47,689 7,521,714 16,601,589 14,867,539

Furniture & Fixtures 13,954,395 6,851,540 — 20,805,935 2,021,154 1,207,982 — 3,229,136 17,576,799 11,933,241

Leasehold Improvements 36,581,681 16,317,368 — 52,899,049 9,690,567 5,690,547 — 15,381,114 37,517,935 26,891,114

Intangible Assets– Production Software — 35,956,665 — 35,956,665 — 2,506,423 — 2,506,423 33,450,242 —

– Computer Software — 3,285,433 — 3,285,433 — 363,811 — 363,811 2,921,622 —

TOTAL 823,080,909 347,959,728 4,863,769 1,166,176,868 167,811,730 114,405,378 1,015,674 281,201,434 884,975,434 655,269,179

Capital work-in-progress (includes capital advances amounting to Rs. 14,960,779, Previous year Rs. 31,298,942) 14,972,097 33,357,344

TOTAL 899,947,531 688,626,523

Previous Year 651,943,994 171,693,850 556,935 823,080,909 91,014,642 76,853,906 56,818 167,811,730 655,269,179

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FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2004

As at As atMarch 31, 2004 March 31, 2003

Amount (Rs.) Amount (Rs.)

SCHEDULE - ESUNDRY DEBTORS (Unsecured)

Outstanding for a period exceeding six months- Considered good 14,456,361 6,199,648- Considered doubtful 30,360,204 28,032,800

44,816,565 34,232,448Other Debts- Considered good 402,730,981 328,856,512- Considered doubtful 31,971,942 1,975,226

434,702,923 330,831,738Total 479,519,488 365,064,186Less: Provision for doubtful debts 62,332,146 30,008,026

TOTAL 417,187,342 335,056,160

SCHEDULE - FCASH AND BANK BALANCE[Refer Note 9 & 13 on Schedule Q(b)]

Cash in hand (including cheques in hand amounting to Rs. 5,00,000 814,407 5,240,403Previous Period Rs.49,42,246)Balance with scheduled banks

- Current Accounts 2,256,424 1,469,053- Deposit Accounts 150,058,729 278,826,449- Deposit Accounts- Unutilized Public Issue Proceeds 835,134,713 —- Cash Credit Accounts (Book Balance) 7,339,812 —

TOTAL 995,604,085 285,535,905

SCHEDULE - GLOANS & ADVANCES(Unsecured, considered good, unless otherwise stated)

Advance Tax 224,241,789 69,884,895Less: Provision for Income Tax 210,733,400 44,418,000

Advance tax net of Provision for Tax 13,508,389 25,466,895Advances recoverable in cash or in kind or for value to bereceived 85,910,957 44,646,149

99,419,346 70,113,044Considered doubtful 233,132 233,132Less: Provision for doubtful Advance (233,132) (233,132)

— —

TOTAL 99,419,346 70,113,044

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FORMING PART OF THE BALANCE SHEET AS AT MARCH 31, 2004

As at As atMarch 31, 2004 March 31, 2003

Amount (Rs.) Amount (Rs.)

SCHEDULE - HCURRENT LIABILITIES

Sundry Creditors- Due to Small Scale and Ancillary Undertakings@ — —- Due to others 272,377,716 144,218,691Other Liabilities 56,173,679 29,218,108Advances from Customers — 1,232,905Security Deposits 12,025,338 9,998,052Interest Accrued but not due on term loan — 9,306,148

TOTAL 340,576,733 193,973,904

@ The above information has been compiled in respect of parties to which they could be identified asancillary undertakings on the basis of information available with the Company.

SCHEDULE - IPROVISIONS

Provision for Gratuity 6,879,755 4,429,083Provision for Leave Encashment 5,351,514 3,092,507Proposed Dividend 43,500,000 —Corporate Dividend Tax 5,573,438 —

TOTAL 61,304,706 7,521,590

SCHEDULE - JMISCELLANEOUS EXPENDITURE(to the extent not written off or adjusted)

Preliminary ExpensesOpening Balance 364,680 547,020Less : Amortization for the year 182,340 182,340

Closing Balance 182,340 364,680

Deferred Revenue ExpenditureOpening Balance 26,148,257 15,881,730Add: Additions during the year — 14,509,613Less : Amortization for the year 7,137,050 4,243,086

Closing Balance 19,011,207 26,148,257

TOTAL 19,193,547 26,512,937

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FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2004

For the Year Ended For the Year EndedMarch 31, 2004 March 31, 2003

Amount (Rs.) Amount (Rs.)

SCHEDULE - KREVENUE

Advertisement Income 1,399,772,666 1,081,827,938Service Fee 1,710,954 1,929,522Media Services — 931,084Equipment Hire Charges 80,000 240,000Sale of Recorded Tapes 190,295 —

TOTAL 1,401,753,915 1,084,928,544

SCHEDULE - LOTHER INCOME

Interest on Deposit 15,905,270 8,619,827(Gross of Tax deducted at source Rs. 3,270,000/-; Previous Year Rs. 1,783,903)Other Interest Income 43,152 145,623Interest on refund of Income Tax 1,784,889 —Miscellaneous Income 523,521 93,285Profit (Net) on sale of fixed Assets — 57,364Provision for doubtfules debts no longer required written back 5,214,873 —

TOTAL 23,471,705 8,916,099

SCHEDULE - MEMPLOYEE COST

Salaries, Wages and Allowances 173,461,523 125,168,936Contribution to Provident and Other Funds 17,241,953 12,992,876Staff and Workers’ Welfare 5,717,584 5,113,104Managerial Remuneration [Refer Note 3 on Schedule Q(b)] 4,991,550 2,930,000

TOTAL 201,412,610 146,204,916

SCHEDULE -NPRODUCTION COST

Reporting Expenses 9,778,589 4,637,704Uplinking Charges 6,552,151 5,343,984Assignment Charges 7,876,709 6,112,104Production Expenses 13,103,066 34,014,564Subscription 19,792,499 16,719,884Consumables 10,307,299 5,847,730Transponder Lease Rentals 44,462,024 24,711,976Programme Procurement 14,568,966 —Purchase of Tapes 75,000 —

TOTAL 126,516,303 97,387,946

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FORMING PART OF THE PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2004

For the Year Ended For the Year EndedMarch 31, 2004 March 31, 2003

Amount (Rs.) Amount (Rs.)

SCHEDULE - OADMINISTRATIVE AND OTHER COST

Advertising and Sales Promotion 137,129,892 60,187,504Communication Expenses 30,111,765 25,255,350Traveling and Conveyance 72,171,892 52,812,711Car Hire Charges 18,087,536 12,662,047Rent [Refer Note 12 on Schedule Q(b)] 45,295,308 27,198,276Legal and Professional Charges 3,556,706 4,312,098Electricity and Water 13,785,289 9,630,606Vehicle Running and Maintenance 4,104,337 3,008,883Insurance 8,723,514 7,650,394Brokerage and Commission 3,188,795 —Housekeeping 22,626,805 18,740,317Repairs and Maintenance

- Building 976,778 454,718- Other 39,840,261 26,788,958

Newspapers and Periodicals 6,809,354 4,715,902Business Promotion 5,780,859 3,804,244Foreign Exchange Fluctuation 255,041 187,255Printing and Stationary 3,170,340 1,718,469Freight and Courier 1,476,928 1,132,857Guard Services 2,440,064 1,987,327Rates and Taxes 364,980 427,747Provision for Doubtful Debts & Advances (excludes sundry debtors written 37,513,973 27,198,447off during the year against provision for doubtful debts : Rs. Nil, PreviousYear: Rs 3,700,270)Loss (Net) on Sale of Fixed Assets 252,725 —Technical Consultancy Fees 5,492,815 10,627,173Miscellaneous Expenses (Includes prior period expenditure of 1,154,171 6,064,303Rs. Nil; Previous Year : Rs. 4,304,095)

TOTAL 464,310,128 306,565,586

SCHEDULE - PINTEREST & FINANCE CHARGES

Interest- Term Loan 7,224,514 44,694,657- Others 217,209 183,978

Guarantee Commission 281,794 281,795Finance Charges 634,918 635,682Prepayment Premium 3,500,415 —

TOTAL 11,858,850 45,796,112

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SCHEDULE - Q

SIGNIFICANT ACCOUNTING POLICIES & NOTES TO ACCOUNTS

A. SIGNIFICANT ACCOUNTING POLICIES

a. Accounting ConventionThe financial statements are prepared under the historical cost convention, on a going concern basis in accordance withthe generally accepted accounting principles and the mandatory accounting standards issued by the Institute of CharteredAccountants of India and the provisions of the Companies Act, 1956 as adopted consistently by the company.The company follows mercantile system of accounting and recognizes items of income and expenditure on accrual basis.

b. Fixed AssetsFixed assets are stated at their original cost and include all expenses relating to acquisition and installation.The signals of the television channels of the Company are received by the affiliates by use of digital satellite receivers.These assets are generally installed at the affiliates and the user charges/license fees recovered are reflected in “Service Fee”in the Profit & Loss Account. The digital satellite receivers are reflected as ‘Plant and Machinery’ in the Fixed Assets Schedule.

c. Intangible AssetsAcquired Intangible Assets are stated at their original cost and include all expenses relating to acquisition and installation.

d. Depreciation� Depreciation on Fixed Assets (other than Leasehold Improvements, Digital Satellite Receiver boxes and Intangibles) is

provided on straight-line method at the rates prescribed in Schedule XIV on triple shift basis.� Leasehold Improvements are written off over the period of the lease.� Digital Satellite Receiver Boxes (included in Plant & Machinery) are being depreciated over the balance useful life of 3

years at the rate of 33.33% per annum on straight line method.� Depreciation on intangibles is provided as follows:

Computer Software: Depreciated on Straight Line basis over a period of 3 years.Production Software: Depreciated on Straight Line basis over a period of 6 years.

� Foreign exchange fluctuations on payment /restatement of liabilities related to fixed assets are adjusted against the historicalcost of such assets. Depreciation on such adjusted amounts is charged over the residual useful life of the assets.

e. Revenue recognition� Ad Sale Revenue is recognized for the period for which services have been provided and for which there is certainty of

ultimate collection.� Service Fee Income collected is recognized in the period to which it relates.

f. InventoryInventory consists of blank videotapes used in the sale of recorded tapes and is valued at lower of cost or net realizablevalue. Cost is taken on First In First Out (FIFO) basis.Blank videotapes which are not used in the sale of Recorded Tapes are written off in the books at the time of their purchase.

g. Retirement benefitsLiabilities towards Employee Gratuity and Leave Encashment have been provided as per actuarial valuation based onProjected Unit Credit Method at the year-end.The actuarial valuation of the liability towards the Gratuity and Leave Encashment Retirement benefits of the employees ismade on the basis of certain assumptions with respect to the variable elements affecting the computations including estimationof interest rate of earnings on investments. During the year, the said estimated rate of return has been realigned with theexisting market rate of interest the impact of which on the charge for the year is not readily ascertainable.

h. Foreign currency transaction� Foreign exchange transactions during the year are recorded at the exchange rates prevailing on the dates of the

transactions. Gains or losses out of fluctuations in rate between transaction date and settlement date in respect ofrevenue and expense items are recognized in the Profit and Loss account.

� Foreign currency denominated assets and liabilities are translated into rupees at the exchange rates prevailing at year-end rate and overall net gain / loss is adjusted in the Profit and Loss Account.

i. Miscellaneous Expenditure� Preliminary expenses are amortized over a period of 5 years from the year of incorporation.� Expenditure incurred in the initial period of operations on market launch, including advertising & brand building has been

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considered as deferred revenue expenditure and charged off over a period of 5 years from the year in which suchexpenditure is incurred.

� Expenditure incurred in the financial year 2002-03 which was related to indirect expenditure for expansion for its newtelevision channel titled “Headlines Today” has been considered as deferred revenue expenditure in accordance with theGuidance Note on “Treatment of Expenditure during Construction Period” of the Institute of Chartered Accountants ofIndia to be charged off over a period of 5 years from the year in which such expenditure is incurred on a pro-rata basis.

j. Taxes on IncomeTax expense for the period, comprising current tax and deferred tax is included in determining the net profit for the period.In the year of transition the accumulated deferred tax asset at the beginning of the period has been recognized with acorresponding credit to the opening reserves in accordance with the Accounting Standard 22 issued by the Institute ofChartered Accountants of India.Deferred tax assets are recognized for all deductible timing differences and carried forward to the extent there is reasonablycertainty that sufficient future taxable profit will be available against which such deferred tax assets can be realized.Deferred tax assets and liabilities are measured at the tax rates that have been enacted or substantively enacted by thebalance sheet date.

k. LeasesLease of assets under which significant risks and rewards of ownership are effectively retained by the lessor are classifiedas operating leases. Lease payments under an operating lease are recognized as expense in the profit and loss account, ona straight – line basis over the lease term.

l. Earnings per ShareThe earnings considered in ascertaining the Company’s EPS comprises the net profit after tax and includes the post taxeffect of any extra ordinary items. The number of shares used in computed Basic EPS is the weighted average number ofshares outstanding during the year.

m. Borrowing CostBorrowing costs attributable to the acquisition or construction of a qualifying asset is capitalized as a part of the cost of thatasset. Other borrowing costs are recognized as an expense in the period in which they are incurred.

n. Public Issue ExpensesPublic issue expenses incurred during the year have been written off against the Securities Premium Account in accordancewith Section 78 of the Companies Act, 1956.

B. NOTES ON ACCOUNTS

1. Capital Commitments/Contingent Liabilities:

(a) Estimated amounts of contract remaining to be executed on capital account, net of advances, not provided forRs. 198,317,719 (Previous year Rs. 64,174,685)

(b) The Company has received legal notices of claims/lawsuits filed against it in respect of programmes aired on theChannels. In the opinion of the management, no liability is likely to arise on account of such claims/lawsuits.

2. Term Loan from Financial Institutions due for re-payment within one year Rs. NIL (Previous year Rs. 5,02,50,000), as thesame has been prepaid during the year.

3. Particulars of Managerial Remuneration

(a) The remuneration paid to the managerial personnel during the year aggregates:(Amount Rs.)

Managing Director

Particulars 31-03-2004 31-03-2003

Commission 4,991,550 29,30,000

Taxable value of perquisites 19,200 NIL

Total 5,010,750 29,30,000

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(b) Computation of managerial remuneration under section 349 of the Companies Act, 1956 –

For the year ended For the year endedMarch 31, 2004 March 31, 2003

Amount (Rs.) Amount (Rs.)

Profit before taxation 499,206,259 416,314,750Add: Depreciation as per books 114,405,378 76,853,906Less: Profit on sale of assets (51,273) (57,364)Excess of expenditure over income in respect of earlier years NIL (123,262,530)Less: Depreciation under section 350 of the Companies Act, 1956 (114,405,378) (76,853,906)Add: Commission 4,991,550 2,930,000 Taxable value of perquisites 19,200 NILProfits for the purposes of Managing Directors’ remunerationas per the Companies Act, 1956 504,165,736 295,924,856Maximum remuneration payable to Managing Director being 5%of the above profits after providing managerial remuneration 24,006,978 14,091,660Actual remuneration payable to the Managing Director -Commission 4,991,550 2,930,000Taxable value of perquisites 19,200 NIL

Total 5,010,750 2,930,000

4. The deferred tax liability as at March 31, 2004 comprises of the following:

As at Charged / Credited As atApril 1, 2003, during the year March 31, 2004Amount (Rs.) Amount (Rs.) Amount (Rs.)

Tax impact of amounts charged off toProfit and Loss account but allowablein future years under Income Tax

Provision for Bad & Doubtful Debts 11,113,625 11,331,668 22,445,293Other disallowances as per the Income tax Act, 1961 5,244,967 (819,597) 4,425,370

Total Deferred Tax Assets 16,358,592 10,512,071 26,870,663

Tax impact of amounts to be charged off toProfit and Loss account in future yearsbut allowable under Income Tax

Depreciation 79,219,898 23,735,282 102,955,180

Deferred Revenue Expenditure 5,329,362 (1,167,952) 4,161,410

Total Deferred Tax Liabilities 84,549,260 22,567,330 107,116,590

Net Deferred Tax Assets / (Liabilities) (68,190,668) (12,055,259) (80,245,927)

- “Depreciation” on the additions in “Vehicles” during the financial year 2001–2002 has been claimed at the special rateprescribed for the said year for “commercial vehicles”.

5. Earnings per share

2003-2004 2002-2003

(a) Weighted average number of Equity Shares outstanding during the year 50,267,760 46,693,698

(b) Net Profit after tax available for Equity Shareholders (Rs.) 320,835,600 259,291,071

(c) Basic and Diluted Earnings Per Share (Rs.) 6.38 5.55

(d) Nominal Value Per Share (Rs.) 5 5

The Company does not have any outstanding dilutive potential equity shares.

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6. Information pursuant to the provisions of paragraph 3, and 4 of Part-II of Schedule-VI to the Companies Act, 1956:-

2003-04 2002-03Rs. Rs.

(a) Value of imports on CIF basis

Capital goods 83,090,065 89,108,619

(b) Income in Foreign Currency (Accrued basis)

Footage Sale NIL 285,376

(c) Expenditure in Foreign Currency (Accrued basis)

Travelling 10,402,181 12,620,101

Production Cost 33,717,803 22,203,381

Staff & Workers Welfare – 594,893

Other Expenses 2,274,724 10,961

(d) Auditors Remuneration

Statutory Audit (excluding service tax) 900,000 650,000

Tax Audit (excluding service tax) 100,000 100,000

Audit Fee for Public Issue 1,600,000 –

Out of Pocket Expenses 50,000 50,000

7. Upto year 2002-03, depreciation was provided on a straight line basis at the rates and in the manner prescribed in ScheduleXIV of the Companies Act, 1956 for digital satellite receiver boxes under plant and machinery on triple shift basis i.e. at10.34% per annum. In 2003-04, based on future expansion plans of up-gradation of transmission infrastructure, the usefullife estimates of the Digital Satellite Receiver were revised and depreciation was provided on a straight line basis as per therevised estimates of the useful life being a balance period of 3 years, specified in Significant Accounting Policies (Refer A(b) above), above, resulting in higher charge on account of depreciation of Rs.65,80,508 with a consequential impact onthe profit for the year ended March 31, 2004 and the net assets in accordance with Accounting Standard – 5 “Net Profit orLoss for the Period, Prior Period Items and Changes in Accounting Policies” and Accounting Standard – 6 “DepreciationAccounting” issued by the Institute of Chartered Accountants of India.

8. Quantitative Information for 2003-04 [2002-03 Nil] :

Particulars Opening Stock Purchases Sales Closing Stock

Quantity Amount Quantity Amount Quantity Amount Quantity Amount

Tapes – – 100 75,000 57 190,295 43 32,250

9. The Company has utilized the gross public issue proceeds on issue of 10,000,000 equity shares of Rs. 5 per share issuedat a premium of Rs. 90 each in the following manner:

2003-04 2002-03Rs. Rs.

Public Issue Proceeds 950,000,000 –

Less : Purchase of Fixed Assets (92,236,637) –

Less : Corporate Advertisement Expenditure (22,628,650) –

Unutilised Public Issue Proceeds in deposits 835,134,713 –

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10. Related Party Disclosures (as identified and certified by the Company) as per the requirement of Accounting Standard 18issued by the Institute of Chartered Accountants of India:

(I) Name of the related party and nature of related party relationship where control exists:

(a) Directors and their relatives:

� Mr. Aroon Purie (Managing Director)

� Mrs. Rekha Purie.* (Wife of Managing Director)

� Ms. Koel Purie* (Daughter of Managing Director)

*(Resigned as Director w.e.f September 4, 2003)

(b) Entities Controlling the Company (Holding Companies):

� World Media Private Limited

� Living Media India Limited

(c) Fellow Subsidiary Companies:

� Radio Today Broadcasting Limited

� Radio Today Broadcasting (Delhi) Limited

� Radio Today Broadcasting (Calcutta) Limited

� Radio Today Broadcasting (Mumbai) Limited

� Living Media International Limited

� Universal Learn Today Limited

� Harpercollins Publishers India Limited

� India Today Online Limited*

� World Media International Limited*

(*Status changed during the year till last year the Company was classified as Company under commoncontrol)

(d) Companies under common control :

� Thomson Press (India) Ltd.

� Integrated Data Bases India Limited

� Noida Security Printers Private Limited

� All India Film Corporation Private Limited

� All India Investment Corporation Private Limited

� All India Hotels Private Limited

� All India Finance & Commerce India Private Limited

� Dimples Private Limited

� Kumar Talkies – Bareilly

� International Audio Visual Company, New Delhi

(e) Others

� Vasant Valley School.

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(II) Transactions with related parties during the year in the ordinary course of business:

Nature of Transaction Holding Companies Fellow– Directors OthersCompanies under common Subsidiaries

controlAmount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.) Amount (Rs.)

Purchases of Ad Space/Material 21,968,502 – 10,828,743 – 27,500(10,983,640) – (717,886) – (–)

Sale of Ad Space 10,693,638 2,966,060 17,697,212 – –(9,189,341) (2,309,343) (851,046) – –

Sale of recorded tapes 162,000 – – – –(–) – – – –

Management Fee 3,600,000 – – – –(3,600,000) – – – –

Purchase of Fixed Assets 124,725 – – – –– – – – –

Sale of Fixed Assets (at Sale Value) 44,643 – – – –– – – – –

Advertisement Expenses – – – – –– (13,125) – – –

Ticker Services 2,889,000 – – – –(3,360,000) – – – –

SMS Charges 2,812,000 – – – –(929,250) – – – –

Creative Charges 7,265,981 – – – –(3,290,100) – – – –

Wireless Setup Charges – – – – –(1,400,000) – – – –

Agency Commission 51,914 – – – –(46,340) – – – –

Interest Received – – – – –– – (62,411) – –

Printing Charges 1,506,610 809,660 – – –( – ) (462,189) – – –

Rent payments made to related 12,269,877 – – – –parties for use of common (6,809,679) (968,722) – – –facilities / utilities

Rent charged to related parties for 19,003 – 24,69,496 – –use of common facilities/utilities (18,000) – (2,331,516) – –

Remuneration/Fee paid – – – 4,991,550 –– – – (3,538,000) –

Proceeds for Sale of Equity Shares 161,500,000 – – – –(–) – – – –

Share of Public Issue related Expenses 4,440,524 – – – –(–) – – – –

Other Misc. Inter–Company expenses 2,262,919 195,701 – – –received from related parties (4,823,435) (889,450) (265,486) – –

Other Misc. Inter–Company 474,350 – 1,305,958 – –expenses charged to related parties (8,44,060) (2,782 ) (1,949,018) – –

Note:1. Previous year figures are in italics and bracket2. Other Related Party transactions:

The Company is using certain 2 MB telephone leased line obtained from Mahanagar Telephone Nigam Limited. These facilitieswere originally obtained in the name of Living Media India Limited and are pending transfer in the name of the Company.

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(III) Outstanding Balances pertaining to Related Parties

Name of the Related Party Amount outstanding Amount outstandingas at March 31, 2004 as at March 31, 2003

Amount (Rs.) Amount (Rs.)

Living Media India Limited (20,876,732) (4,850,332)

Total Holding Companies (20,876,732) (4,850,332)

India Today Online Limited – 1,500Thomson Press (India) Limited (976,182) (1,802,570)

Total Companies under common Control (976,182) (1,801,070)

Radio Today Broadcasting (Delhi) Limited 2,233,340 4,681,873Radio Today Broadcasting (Mumbai) Limited (4,864,424) 157,005Radio Today Broadcasting (Calcutta) Limited (1,382,578) 548

Total Fellow Subsidiary Companies (4,013,662) 4,839,426

Aroon Purie (3,344,338) (1,614,875)

Total Directors (3,344,338) (1,614,875)

Others-Vasant Valley School (26,950) –

Figures in brackets represent amount payable.

11. Segment Reporting:a) Primary Segment:

The Company operates predominantly in only one business segment viz. ‘Advertisement Sale’ and there are no reportablebusiness segments.

b) Secondary Segment:The Company caters predominantly to the needs of Indian market and there are no reportable geographical segments.

12. Operating Leases - CancellableThe Company has entered into lease transactions during the current financial year mainly for leasing of office premises andcompany leased accommodations for its employees for periods upto 10 years. Terms of lease include terms of renewal,increase in rents in future periods and terms of cancellation. The operating lease payments recognized in the Profit &Loss account amount to Rs. 15,651,600/- (Previous Year: Rs. 5,521,363) for the leases, which commenced on or afterApril 1, 2001.

13. Bank Deposit includes fixed deposit of Rs. 35,000,000 under lien with ICICI Bank as a security towards bank guarantee.

14. Previous year’s figures have been regrouped/ reclassified wherever necessary to make them comparable to current year’sfigures.

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CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2004

For the Year Ended For the Year EndedMarch 31, 2004 March 31, 2003

Amount (Rs.) Amount (Rs.)

Cash flows from operating activitiesNet profit before taxation, and extraordinary item 499,206,259 416,314,750Adjustments for:

Depreciation 114,405,378 76,853,906Preliminary Expenses written off 182,340 182,340Deferred Revenue Expenditure written off 7,137,050 4,243,086Provision for Gratuity 2,450,672 1,303,317Provision for Leave Encashment 2,259,007 1,034,266Provision for Doubtful Debts & Advances 37,513,973 27,198,447Provision for no longer required written back (5,214,873) —Provision for Wealth Tax 160,000 57,465Loss/(Profit) on sale of Fixed Assets 252,725 (57,364)Interest received on deposits (15,905,270) (8,619,827)Interest received — (62,409)Interest Paid 7,441,723 44,878,635Prepayment Premium on term loan repaid 3,500,415 —

Operating profit before working capital changes 653,389,399 563,326,612Change in Sundry Debtors (114,455,302) (151,869,980)Change in Other Current Assets (34,725,963) 1,430,862Change in Current Liabilities 155,773,998 63,738,960Cash generated from operations 659,982,132 476,626,454Income taxes paid (154,356,893) (65,068,128)Net cash from operating activities 505,625,239 411,558,326

Cash flows from investing activitiesPurchase of fixed assets (347,959,728) (171,693,850)Deferred Revenue Expenditure incurred — (14,509,613)(Increase)/Decrease in Capital Work in Progress 18,385,247 (32,734,622)Proceeds from sale of fixed assets 3,595,370 557,481Interest received on deposits 9,334,173 7,662,359Loan made to co-subsidiaries — (14,800,000)Loan re-paid back by co-subsidiaries — 14,800,000Net cash from investing activities (316,644,938) (210,718,245)Cash flows from financing activitiesProceeds from issuance of share capital 950,000,000 84,000,000Public Issue Expenses (49,766,980) —Repayment of long-term borrowings from banks (335,000,000) (4,920,132)Proceeds from Cash Credits (Net) (31,236,667) 31,245,528Interest paid (16,747,871) (44,953,232)Prepayment Premium on term loan repaid (3,500,415) —Net cash used in financing activities 513,748,067 65,372,164Net increase in cash and cash equivalents 702,728,368 266,212,245Cash and cash equivalents at beginning of year 285,535,905 19,323,660Cash and cash equivalents at end of year (see Note 1) 988,264,273 285,535,905

Note : 1Cash and cash equivalents at end of yearCash in hand 314,407 298,157Cheques in hand 500,000 4,942,246Balance with scheduled banks -- Current Accounts 2,256,424 1,469,053- Deposit Accounts 150,058,729 278,826,449- Deposit Accounts- Unutilized Public Issue Proceeds 835,134,713 —Cash and cash equivalents 988,264,273 285,535,905Note : 2Figures in brackets indicate cash outflowNote : 3The above Cash flow statement has been prepared under the indirect method setout in AS-3 issued by the Institute of Chartered Accountants of India.

This is the Cash Flow Statement referred to in our report of even date

U. Rajeev For and on behalf of the BoardPartnerMembership No. F-87191For & on behalf of Price Waterhouse S N Sridhar Sanjay Jain Anil Mehra Aroon PurieChartered Accountants GM - Legal & GM - Finance Director Chairman &

Company Secretary Managing DirectorPlace : New DelhiDate : June 4, 2004

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BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

(A) REGISTRATION DETAILS

REGISTRATION NUMBER : 103001STATE CODE : 55BALANCE SHEET DATE : MARCH 31, 2004

(B) CAPITAL RAISED DURING THE YEAR (Amount in Rs.’ 000)

PUBLIC ISSUE* : 950,000RIGHTS ISSUE : NILBONUS ISSUE : NILPRIVATE PLACEMENT : NIL*= including share premium @ Rs. 90/- per share

(C) POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (Amount in Rs ’000)

TOTAL LIABILITIES ANDSHAREHOLDERS’ FUNDS : 1,949,257TOTAL ASSETS : 1,949,257

SOURCES OF FUNDS

PAID-UP CAPITAL : 290,000RESERVES AND SURPLUS : 1,659,257SHARE APPLICATION : -SECURED LOANS : -UNSECURED LOANS : -DEFFERED TAX LIABILITY - NET : 80,246

APPLICATION OF FUNDS

NET FIXED ASSETS : 884,987CAPITAL ADVANCES : 14,961INVESTMENTS : -NET CURRENTASSETS/(LIABILITIES) : 1,110,362MISCELLANEOUSEXPENDITURE : 19,193ACCUMULATED LOSSES : -

(D) PERFORMANCE OF THE COMPANY (Amount in Rs. ‘000)

TURNOVER : 1,425,225TOTAL EXPENDITURE : 926,019PROFIT/(LOSS) BEFORE TAX : 499,206PROFIT/(LOSS) AFTER TAX : 320,836EARNINGS PER SHARE IN RS : 6.38DIVIDEND RATE % : 15

(E) GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/SERVICES OF THE COMPANY

ITEM CODE NUMBER : -PRODUCT DESCRIPTION : TELECAST & BROADCAST

Balance Sheet.p65 8/18/2004, 4:43 PM38