DEAR MEMBERS,
The Board of Directors are pleased to present the 28th Annual Report and the
Company's Audited Financial Statements for the Financial Year ended March 31, 2023.
FINANCIAL RESULTS
The financial performance of the Company (Standalone and Consolidated) for the year
ended March 31, 2023 is summarized below:
Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021- 22 |
2022-23 |
2021-22 |
Revenue from Operations |
187.21 |
167.33 |
6,222.99 |
5,880.19 |
Profit/(Loss) Before Interest, Depreciation and Amortisation |
(48.13) |
13.86 |
320.63 |
1,155.41 |
Expenses |
|
|
|
|
Less: Interest |
133.97 |
98.63 |
208.87 |
96.60 |
Depreciation and Amortisation Expenses |
4.43 |
5.30 |
127.74 |
119.54 |
Profit/(Loss) Before Tax |
(186.53) |
(90.07) |
(15.98) |
939.27 |
Less: Tax Expenses* |
- |
- |
(0.23) |
101.62 |
(* includes current tax, deferred tax, short /excess provision of tax |
|
|
|
|
relating to earlier years) |
|
|
|
|
Profit/(Loss) for the Year |
(186.53) |
(90.07) |
(15.75) |
837.65 |
Add: Other Comprehensive Income |
7.63 |
(4.29) |
3.67 |
3.47 |
Total Comprehensive Income for the Year |
(178.90) |
(94.36) |
(12.08) |
841.12 |
Less: Total Comprehensive Income attributable to |
- |
- |
67.62 |
632.94 |
Non- Controlling Interest |
|
|
|
|
Total Comprehensive Income Attributable to Owners of the |
- |
- |
(79.70) |
208.18 |
Company |
|
|
|
|
Less: Appropriation (Transfer to General Reserve) |
- |
- |
- |
- |
Earnings Per Share (Basic) (in ) |
(1.78) |
(0.86) |
(0.81) |
2.00 |
RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS
During the year under review, on standalone basis, the Company recorded an operating
turnover of 187.21 crore (previous year 167.33 crore). The loss before interest,
depreciation and tax was
48.13 crore (previous year profit 13.86 crore).
The consolidated revenue from operations was 6,222.99 crore (previous year 5,880.19
crore) and profit before interest, depreciation and tax was 320.63 crore (previous year
1,155.41 crore). The revenue of the Company grew by 12% on standalone basis driven by
growth in digital advertising revenue. The consolidated revenue grew by 6% on consolidated
basis primarily driven by growth in sports and movies verticals of entertainment
subsidiary.
Business environment during the year was challenging due to a sharp slowdown in
advertising demand on television. High inflation, weak macro-economic environment and a
sharp drop in venture capital funding, forced brands to reduce marketing spends, posing a
challenge to advertising growth. The Company continued to invest in growth initiatives,
which led to a sharp increase in operating costs. In News business, scaling up of
editorial and technology teams was the main driver of increase in costs. In the
Entertainment business, investments were primarily focused on expanding and improving
content offering. The profitability of the business was impacted as growth in costs
significantly outpaced the growth in revenues. In view of the losses, the Company does not
propose to transfer any amount to the reserves.
DIVIDEND
In view of the losses, the Board of Directors have not recommended any dividend for the
year under review. The Dividend Distribution Policy of the Company is put up on the
Company's website and can be accessed at https://www.nw18.
com/reports/reports/policies/Dividend%20Distribution%20 Policy_NW18.pdf. There has been no
change in this policy during the year under review.
DEPOSITS
The Company had discontinued accepting fresh fixed deposits or renewing any deposits
w.e.f. April 1, 2014. The Company had repaid all fixed deposits and interest thereon.
Amount of deposits and interest that remained unclaimed has already been transferred to
Investor Education and Protection Fund.
MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT
There have been no material changes and commitments affecting the financial position of
the Company between the end of the Financial Year and date of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India ("SEBI") (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is
presented in a separate section, forming part of the Annual Report.
CREDIT RATING
The Company has obtained credit rating for its Borrowing Programme viz.
Long-term/Short-term, Fund based/Non-fund based Facility limits and Commercial Paper
Programme from CARE Ratings Limited, ICRA Limited and India Ratings & Research Private
Limited. The details of Credit Ratings are disclosed in the Corporate Governance Report,
which forms part of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of the Companies Act, 2013 ("the Act") and
Listing Regulations read with Ind AS 110 - Consolidated Financial Statements, Ind AS 28 -
Investments in Associates and Ind AS 31 - Interests in Joint Ventures, the Audited
Consolidated Financial Statement forms part of the Annual Report.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
The development in business operations/performance of the major Subsidiaries/ Joint
Ventures/ Associate Companies during the Financial Year 2022-23, forms part of the
Management Discussion and Analysis Report. A statement providing details of performance
and salient features of Financial Statements of Subsidiaries/ Joint Ventures/ Associate
Companies, as per Section 129(3) of the Act, is provided as Annexure to the Consolidated
Financial Statement and therefore not repeated in this report to avoid duplication. The
audited Financial Statement including the Consolidated Financial Statement of the Company
and all other documents required to be attached thereto are put up on the Company's
website and can be accessed at https://www.nw18.com/ annualReport#network18 The Financial
Statement of the subsidiaries of the Company are also put up on the Company's website and
can be accessed at https://www.nw18.com/finance- subsidiary#network18. The Company has
formulated a Policy for Determining Material Subsidiaries and the same is available on the
website of the Company and can be accessed at https://www.nw18.com/
reports/reports/policies/Network18-PolicyfordeterminingMater ialSubsidiaries.pdf.
SECRETARIAL STANDARDS
The Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2 relating
to "Meetings of the Board of Directors" and "General Meetings"
respectively.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Act, with respect to Directors'
Responsibility Statement, it is hereby confirmed that: i) in the preparation of the annual
accounts for the Financial Year ended March 31, 2023, the applicable Accounting Standards
read with the requirements set out under Schedule III to the Act, have been followed and
there are no material departures from the same; ii) the Directors have selected such
accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2023 and of the loss of the Company for the year ended on that
date; iii) the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act, for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Directors have prepared the annual accounts of the Company for the Financial Year
ended March 31, 2023 on a going concern' basis; v) the Directors have laid down
internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and vi) the Directors have devised
proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by SEBI. The Corporate Governance
Report of the Company in pursuance of the Listing Regulations forms part of the Annual
Report. Certificate from a Practicing Company Secretary confirming compliance with the
conditions of Corporate Governance is attached to the Corporate Governance Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report as stipulated under the Listing
Regulations, describing initiatives taken by the Company from an environmental, social and
governance perspective, is available on the Company's website and can be accessed at
https://www.nw18.com/reports/NW18_ BRSR_2022-23.pdf.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the Financial
Year with related parties were in its ordinary course of business and on an arm's length
basis. During the year, the Company had not entered into any contract/ arrangement /
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions or which is required to
be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the
Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The Policy on Materiality of
Related Party Transactions and on Dealing with Related Party Transactions is put up on the
Company's website and can be accessed at https://
www.nw18.com/reports/reports/policies/NW18_RPT%20 Policy_03.05.2022.pdf.
There were no materially significant related party transactions which could have
potential conflict with the interests of the Company at large. Members may refer to Note
no. 39 to the Standalone Financial Statement which sets out related party disclosures
pursuant to Ind AS.
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility ("CSR") Committee's prime responsibility
is to assist the Board in discharging its social responsibilities by way of formulating
and monitoring implementation of the objectives set out in the Corporate Social
Responsibility Policy' ("CSR Policy"). The CSR Policy of the Company, inter-alia,
covers CSR vision and objective and also provides for governance, implementation,
monitoring and reporting framework. There has been no change in the policy during the
year. The CSR policy of the Company can be accessed at https://
www.nw18.com/reports/reports/policies/Network18%20-%20
Policy%20on%20Corporate%20Social%20Responsibility.pdf. In terms of Company's CSR
objectives and policy, the focus areas of engagement are as under:
Addressing identified needs of the unprivileged through initiatives directed towards
improving livelihood, alleviating poverty, promoting education, empowerment through
vocational skills and promoting health and well- being.
Preserve, protect and promote art, culture and heritage.
Ensuring environmental sustainability, ecological balance and protection of flora and
fauna. The Company would also undertake other need based initiatives in compliance with
Schedule VII to the Act. The Company has not yielded any profits during the previous three
financial years. Hence, in terms of Section 135 of the Act, the Company was not required
to spend any amount on CSR activities.
RISK MANAGEMENT
The Company has an elaborate Risk Management Framework, which is designed to enable
risks to be identified, assessed and mitigated appropriately. The Board of Directors of
the Company has constituted Risk Management Committee which has, inter-alia, been
entrusted with the responsibility for overseeing implementation / monitoring of risk
management plan and policy; and continually obtaining reasonable assurance from management
that all known and emerging risks have been identified and mitigated or managed.
Further details on risk management activities are covered in Management Discussion and
Analysis Report, which forms part of the Annual Report.
INTERNAL FINANCIAL CONTROLS
The Company has adequate systems of internal financial controls to safeguard and
protect the Company from loss, unauthorized use or disposition of its assets. All the
transactions are properly authorized, recorded and reported to the management. The Company
is following the applicable Accounting Standards for properly maintaining the books of
accounts and reporting Financial Statements. The internal financial controls have been
embedded in the business processes. Assurance on the effectiveness of internal financial
controls is obtained through management reviews, continuous monitoring by functional
leaders as well as testing of the internal financial control systems by the internal
auditors during the course of their audits.
The Audit Committee reviews adequacy and effectiveness of Company's internal controls
and monitors the implementation of audit recommendations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of the
Company, Ms. Jyoti Deshpande, retires by rotation at ensuing Annual General Meeting
("AGM") of the Company. The Nomination and Remuneration Committee and Board of
Directors have recommended her re-appointment for the approval of the shareholders. The
Company has received declarations from all the Independent Directors of the Company
confirming that: (i) they meet the criteria of independence as prescribed under the Act
and Listing Regulations; (ii) they have registered their names in the Independent
Directors' Databank; and (iii) they have complied with the Code for Independent Directors
prescribed in Schedule IV to the Act. The Company, has in place Policy for Selection
of Directors and Determining Directors' Independence' and Remuneration Policy for
Directors, Key Managerial Personnel and Other Employees.' These policies are put up on the
Company's website and can be accessed at https://www.nw18.com/reports/reports/policies/
Network18-PolicyonSelectionofDirectors&DeterminingInde pendence.pdf and
https://www.nw18.com/reports/reports/
policies/Network18-RemunerationPolicyforDirectorsandKMP. pdf.
The Policy for Selection of Directors and Determining Directors' Independence sets out
guiding principles for Nomination and Remuneration Committee for identifying persons who
are qualified to become directors and determining directors' independence, if the person
is intended to be appointed as independent director. There has been no change in this
policy during the year under review. The Remuneration Policy for Directors, Key Managerial
Personnel and Other Employees sets out guiding principles for Nomination and Remuneration
Committee for recommending to the Board the remuneration of Directors, Key Managerial
Personnel and other employees. There has been no change in the policy during the year
under review.
PERFORMANCE EVALUATION
The Company has a policy for performance evaluation of the Board, Committees and other
individual Directors (including Independent Directors) which includes criteria for
performance evaluation of Non-Executive and Executive Directors. In accordance with the
manner specified by the Nomination and Remuneration Committee, the Board carried out
performance evaluation of the Board, its Committees and Individual Directors. The
Independent Directors separately carried out evaluation of Chairperson, Non-Independent
Directors and Board as a whole. The performance of each Committee was evaluated by the
Board, based on views received from respective Committee Members. The consolidated report
on performance evaluation was reviewed by the Chairperson of the Board and feedback was
given to Directors.
AUDITORS AND AUDITORS' REPORTS
Statutory Auditors
Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Regn. No. 117366W /
W - 100018) were appointed as Statutory Auditors of the Company, for a term of 5 (five)
consecutive years at the AGM held on September 29, 2022. The Company has received
confirmation from them to the effect that they are not disqualified from continuing as
Auditors of the Company. The Notes on Financial Statements referred to in the Auditors'
Report are self-explanatory and do not call for further comments. The Auditors' Report
does not contain any qualification, reservation, adverse remark or disclaimer.
Cost Auditor
In accordance with the provisions of Section 148(1) of the Act read with the Companies
(Cost Records and Audit) Rules, 2014, the Company has maintained cost records. The Board
had appointed M/s Pramod Chauhan & Associates, Cost Accountants, as the Cost Auditor
of the Company for conducting the audit of the cost records of the Company for the
Financial Year 2022-23. Further, they have been appointed as the Cost Auditor by the Board
for the Financial Year 2023-24.
Secretarial Auditor
The Board had appointed M/s Chandrasekaran Associates, Company Secretaries, to conduct
the Secretarial Audit for the Financial Year 2022-23. The Secretarial Audit Report for the
Financial Year ended March 31, 2023, is annexed with this report and marked as Annexure
I to this Report. The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.
DISCLOSURES
(i) Meetings of the Board
During the Financial Year ended on March 31, 2023, 6 (Six) Board Meetings were held.
Further, details of the meetings of the Board and its Committees are given in Corporate
Governance Report, forming part of the Annual Report.
(ii) Audit Committee
The Audit Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Dhruv
Subodh Kaji, Ms. Bhama Krishnamur thy and Mr. P.M.S. Prasad. During the year, all the
recommendations made by the Audit Committee were accepted by the Board.
(iii) Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee of the Company comprises Mr. Adil
Zainulbhai (Chairman), Mr. Rajiv Krishan Luthra and Mr. P.M.S. Prasad .
(iv) Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Company comprises Mr. Dhruv Subodh
Kaji (Chairman), Mr. Adil Zainulbhai and Mr. P.M.S. Prasad.
(v) Stakeholders' Relationship Committee
The Stakeholders' Relationship Committee of the Company comprises Mr. Adil Zainulbhai
(Chairman), Mr. Dhruv Subodh Kaji and Mr. P.M.S. Prasad.
(vi) Vigil Mechanism
The Company promotes ethical behaviour in all its business activities. Towards this,
the Company has established a robust Vigil Mechanism and a Whistle - Blower Policy. The
Company has constituted an Ethics
& Compliance Task Force to process and investigate the protected disclosures made
under the policy. The confidentiality of those reporting violations is maintained and they
are not subjected to any discriminatory practice or victimization. The Audit Committee
oversees the Vigil Mechanism. The Vigil Mechanism and Whistle - Blower Policy is available
on the Company's website and can be accessed at https://www.nw18.com/reports/reports/
policies/vigilmechanism_whistleblower_NW18_F.PDF.
(vii) Prevention of Sexual Harassment at Workplace
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee as specified under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The other disclosures under this Act
are given in Business Responsibility and Sustainability Report.
(viii) Particulars of Loans given, Investments made, Guarantees given and Securities
provided
Particulars of Loans given, Investments made, Guarantees given and Securities provided
by the Company, along with the purpose for which the Loan or guarantee or security is
proposed to be utilized by the recipients are provided in Standalone Financial Statement.
Members may refer to Note nos. 5, 6, 14, 39 and 45 to the Standalone Financial Statement.
(ix) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo
Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, relevant disclosures are given below:
a) Conservation of Energy
The Company is not an energy intensive unit, hence alternate source of energy may not
be feasible. However, regular efforts are made to conserve the energy. The Company
evaluates the possibilities and various alternatives to reduce energy consumption.
Further, use of low energy consuming LED lightings is being encouraged
. b) Technology Absorption
The Company is conscious of implementation of latest technologies in key working areas.
Technology is ever- changing and employees of the Company are made aware of the latest
working techniques and technologies through workshops, group e-mails, and discussion
sessions for optimum utilization of available resources and to improve operational
efficiency. The Company endeavours to leverage technology in order to conduct business in
sustainable manner. The Company is not engaged in manufacturing activities, therefore,
certain disclosures on technology absorption and conservation of energy etc. are not
applicable. During the year, there has been no expenditure on Research and Development.
c) Foreign Exchange Earnings and Outgo
During the year under review, the Company earned
40.03 crore of foreign exchange and used 5.03 crore of foreign exchange, both on
actual basis.
(x) Annual Return
The Annual Return of the Company as on March 31, 2023 is available on the Company's
website and can be accessed at https://www.nw18.com/reports/agm/NW18_Annual_
Return_2022-23.pdf.
(xi) Particulars of Employees and Related Information
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of the top ten employees in terms of remuneration drawn and
names and other particulars of the employees drawing remuneration in excess of the limits
set out in the said rules forms part of this Report. Disclosures pertaining to
remuneration and other details as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
also forms part of this report. Having regard to the provisions of the second proviso to
Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid
information is being sent to the members of the Company. Any member interested in
obtaining such information may write to the Company Secretary to e-mail id
investors.n18@nw18.com.
GENERAL
During the year under review:
1) The Company had not issued any equity shares with differential rights as to
dividend, voting or otherwise.
2) The Company had not issued any shares (including sweat equity shares) to directors
or employees of the Company under any scheme. Voting rights on the shares issued to
employees in earlier years under Employee Stock Option Schemes of the Company are
exercised by them directly.
3) The Company does not have any scheme of provision of money for the purchase of its
own shares by employees or by trustees for the benefit of employees.
4) No significant and/or material order was passed by any Regulator/Court/Tribunal
which impacts the going concern status of the Company or its future operations.
5) No fraud has been reported by Auditors to the Audit Committee or the Board.
6) There is no application made / proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
7) There was no instance of one-time settlement with any Bank or Financial Institution.
8) There has been no change in the nature of business of the Company.
ACKNOWLEDGMENT
The Board of Directors wish to place on record its appreciation for the faith reposed
in the Company and continuous support extended by all the employees, members, customers,
investors, government and regulatory authorities, bankers and various stakeholders.
|
For and on behalf of the Board of Directors |
|
Adil Zainulbhai |
Date: April 17, 2023 |
Chairman |