T.V. Today Network Ltd

TV Today Network Ltd is an Indiabased company engaged in broadcasting television news channels, radio stations and newspaper publishing in India. The company is a part of India Today Group and operates a network of TV news channel. The company comprises four news channels, namely Aaj Tak, Headlines Today, Tez and Dilli Aaj Tak. They are first Indian broadcasters to uplink from India, a 24hour Hindu News Channel. The company is having one subsidiary, namely TV Today Network (Business) Ltd. As at March 31, 2019, the Company has 4 (four) subsidiary companies namely, T.V. Today Network (Business) Limited, India Today Online Private Limited, Mail Today Newspapers Private Limited and Vibgyor Broadcasting Private Limited. TV Today Network Ltd was incorporated on December 28, 1999 and received the certificate for commencement of business on February 7, 2000. On April 20, 2000, the company executed a Business Transfer Agreement with Living Media, in which newsbroadcasting business of Living Media was transferred to TV Today. In the same year, the company launched Aaj Tak, a 24hour news channel providing Hindi News. This channel was declared the Best News Channel by Indian Television Academy Awards in 2001, 2002 and 2003. In March 2003, they launched the English News Channel, Headlines Today.During the year 200304, the company raised capital from the public aggregating to Rs 950,000,000 by fresh issue of 10,000,000 equity shares of Rs 5 each at a premium of Rs 90 per share. In August 2005, the company launched a new 24x7 Hindi News channel, namely Tez. Also, they incorporated a wholly owned subsidiary company, namely TV Today Network (Business) Ltd with an initial investment of Rs 1.5 million. During the year, the company successfully launched their channels Aaj Tak Headlines Today in USA through strategic tieup with Echostar LLC, USA. In May 2006, the company launched a metro centric 24x7 Hindi news channel, namely Dilli Aaj Tak to cater to Delhi and NCR viewers. Since November 2007, all the four channel of the company converted to pay channels. The three channels, namely Aaj Tak, Headlines Today and Tez are on the platform of MSM Discovery (formerly Set Discovery Pvt. Ltd) and Dilli Aaj Tak is on the platform of Today Network India Pvt. Ltd.Radio Today Broadcasting Ltd, a fellow subsidiary company merged with the company with effect from April 1, 2007. During the year, the company launched their Hindi News Channel Aaj Tak in Europe and the UK.During the year 2015, the company received a guarantee from its holding company, Living Media India Limited, for indemnifying any loss to the Company arising from sale of the said investment.The Board on February 6, 2015 approved the sale of Radio FM Business (seven radio stations) of the Company subject to regulatory approvals, to negotiate and execute requisite documents with potential buyers. In furtherance to the aforesaid, a nonbinding memorandum of understanding (MoU) was signed with Entertainment Network (India) Limited (ENIL). On February 16, 2015, an application was filed with the Ministry of Information and Broadcasting (MIB) seeking its approval for the sale of Radio FM Business to ENIL. Since there was no response from the MIB on the application filed by the Company, the Company filed a writ petition in the Delhi High Court to expedite the matter. On April 20, 2015, the Court directed the MIB to decide the Companys application within two weeks. MIB by its order dated May 1, 2015 denied approval to the sale of Radio FM Business on the ground that proposed sale is not in conformity with FM Radio Guidelines. In Committees meeting on May 8, 2015, the Committee took note of the MIB order dated May 1, 2015 approved the amendment of the MOU and agreed to consider other possible options along with ENIL. The Committee further challenged the abovereferred MIB order with the Delhi High Court. Thereafter on the basis of representation filed by the Company with MIB, it conveyed its approval for sale of FM Radio Stations in Amritsar, Jodhpur, Patiala and Shimla vide its letter dated 20th July 2015 and thereafter the Company sold the aforesaid four radio station to ENIL vide Business Transfer Agreement dated September 11, 2015. The sale of Radio Stations at Delhi, Mumbai and Kolkata was not approved by MIB since it was stated by MIB that the sale of these stations was not in conformity with the FM Radio Guidelines, the matter is pending with the Honble High Court.During FY 201516, the Company had given corporate guarantee amounting to Rs. 3 Crores in connection with the loan to BARC (Broadcast Audience Research Council of India) by Yes Bank Limited, which is within the limits of Section 186 of the Companies Act, 2013. During the year 2017, the Company acquired 100% of the paid up Equity share capital of India Today Online Private Limited from Living Media India Limited by way of gift (i.e. without any consideration). Accordingly, India Today Online Private Limited became wholly owned subsidiary of the Company.Further, the Company had during the year 2017, also acquired 25.21% of the total paidup Equity share capital of Mail Today Newspapers Private Limited by way of gift (i.e. without any consideration) from A.N. (Mauritius) Limited. Consequent upon the said acquisition, the Company along with its wholly owned Subsidiary Company, India Today Online Private Limited, holds 100 % of the paidup share capital of Mail Today Newspapers Private Limited. With this, Mail Today Newspapers Private Limited became a subsidiary of the Company in which the Company along with its wholly owned subsidiary holds 100% the paidup share capital.During the year 2018, the Company had acquired 100% of the paidup Equity share capital of Vibgyor Broadcasting Private Limited. Accordingly, Vibgyor Broadcasting Private Limited became wholly owned subsidiary of the Company. During the year 2018, the Company invested an amount of Rs. 4,05,17,002/ in the Equity Shares of Mail Today Newspapers Private Limited.During the year 2018, the Company entered into a Business Transfer Agreement with Living Media India Limited (LMIL) (Holding Company) effective from January 01, 2018 for acquisition of operations of Digital Business as a going concern on slump sale basis. Further, the Company also entered into License Agreement with LMIL effective from January 1, 2018, giving rights of LMILs digital IPRs to the Company on payment of royalty.During the year 2018, the Board of Directors on the basis of the recommendations of the Audit Committee and subject to approval of the Shareholders, Creditors and other concerned authorities, approved Composite Scheme of Arrangement and Amalgamation of Mail Today Newspapers Private Ltd and India Today Online Private Ltd (ITOPL) with the Company and their respective shareholders and creditors at their meeting held on December 15, 2017. The Scheme provides for demerger of newspaper undertaking of Mail Today and its vesting into with the Company. It provides for merger of ITOPL with the Company. The Scheme also provides for reduction of share capital of Mail Today and ITOPL. The Company had filed the first motion application to National Company Law Tribunal (NCLT) on April 27, 2018. Further, as per NCLT Order dated July 2, 2018 read with Order dated July 9, 2018, the meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors were held on September 08, 2018. The Equity Shareholders, Secured Creditors and Unsecured Creditors approved the Scheme with requisite majority. The Company had filed the second motion petition with NCLT. Further, the Company had also submitted reply to the requisition letters received from Regional Director, Ministry of Corporate Affairs and Official Liquidator on the Scheme. The matter is currently pending before the NCLT.The Board of Directors in its meeting held on March 16, 2018, granted in principle approval for the sale of the Radio Business of the Company to Entertainment Network India Limited (ENIL) as a going concern, by way of slump sale subject to approval of Ministry of Information Broadcasting (MIB) and members of the Company. Accordingly, the Company had filed an application dated March 27, 2018 with MIB for seeking approval for proposed sale of Radio Business to ENIL. The approval of the same is awaited from MIB. Further, in order to have better focused management for Radio Business, subject to approval of shareholders and MIB, the Board has granted inprinciple approval to segregate the Radio Business by transferring it to Vibgyor Broadcasting Private Limited, a wholly owned subsidiary of the Company. Accordingly, it has been decided to withdraw the aforesaid application from MIB. In 2018, 47 new radio stations were operationalized across 35 cities, taking the total of 386 radio stations in India.