NOTICE OF 21ST ANNUAL GENERAL MEETING...1 NOTICE OF 21ST ANNUAL GENERAL MEETING I N D I A N B R O A D C A S T I N G F O U N D A T I O N (Not for Profit) CIN: U74899DL1999NPL101705

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NOTICE

OF 21ST ANNUAL GENERAL MEETING

I N D I A N B R O A D C A S T I N G F O U N D A T I O N (Not for Profit)

CIN: U74899DL1999NPL101705 Regd. Office: B-304, Third Floor, Ansal Plaza, Khel Gaon Marg, New Delhi-110049

Tel: 91 11 4379 4400, Fax: 91 11 4379 4455 Email: [email protected]; Website: www.ibfindia.com

mailto:[email protected]://www.ibfindia.com/

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INDEX

Description Page No.

AGM Notice 3

Notes 5

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

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Ballot Paper Form No. MGT.12 (A) For approval of Standalone &

Consolidated Financials for FY2019-2020

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Ballot Paper Form No. MGT.12 (B) Election of the Board of Directors against

Vacancies

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Ballot Paper Form No. MGT.12 (C) Regularization of Mr. Rahul Joshi

appointed under Casual Vacancy on the IBF Board.

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MS Teams Web Conferencing Link

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Directors Report for FY 2019-2020

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IBF Standalone Financials for FY2019-2020

Annex-1

IBF Consolidated Financials for FY2019-2020

Annex-2

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NOTICE is hereby given that the 21st Annual General Meeting of the Members of Indian Broadcasting Foundation will be held through Microsoft Teams Web Meeting (Meeting link forwarded on covering email. Also given on Page No. 12 of this notice), on Friday, 25 September 2020 at 1130 hrs in accordance with the applicable provisions of the Companies Act, 2013 read with Ministry of Corporate Affairs (MCA) General Circular 14/2020; 17/2020 and 20/2020 dated 8th April, 2020, 13th April, 2020 and 5th May, 2020 respectively, to transact the following businesses:-

Ordinary Business(es):

1. To receive, consider and adopt the standalone and consolidated audited statement of

Income & Expenditure Account for the year ended 31 March 2020 and the audited Balance Sheet as at that date together with the reports of the Board of Directors and the Auditors thereon and for the purpose, to pass with or without modification(s) the following resolution as an Ordinary Resolution: "RESOLVED THAT the Balance Sheet as at 31 March 2020 and Income and Expenditure Account (standalone & consolidated) for the period ended on that date, together with Auditor's Report and Directors' Report thereon, be and are hereby approved and adopted".

2. To elect members of the Board of Directors in place of the following members of the Board

who are retiring by rotation as per Article 25 of the Articles of Association of Foundation:- (a) To appoint a Director in place of Mr. I. Venkat, Eenadu Television Pvt. Ltd., (DIN: 00089679), who

retires by rotation at this AGM and being eligible has offered himself for re-appointment,

(b) To appoint a Director in place of Mr. K. Madhavan, Asianet Star Communications Pvt. Ltd., (DIN: 00024819), who retires by rotation at this AGM and being eligible has offered himself for reappointment,

(c) To appoint a Director in place of Mr. Punit Misra, Zee Entertainment Enterprises Ltd., (DIN:

07152322), who retires by rotation at this AGM and being eligible has offered himself for reappointment,

(d) To appoint a Director in place of Mr. Rajat Sharma, Independent News Service Pvt. Ltd., (DIN:

00005373), who retires by rotation at this AGM and being eligible has offered himself for reappointment. Nominations received from Full (Regular) Members for election of Board of Directors

In addition to the Directors retiring by rotation (under item no. 2 above), who are eligible for re-election, IBF Secretariat has received valid nomination forms from the following Full (Regular) IBF members as per Article 28 of the Articles of Association of IBF and are eligible for election:

1. Ms. Megha Tata, Discovery Communication India (DIN: 03592317) 2. Mr. John Brittas, Malayalam Communications Ltd. (DIN: 00338684) 3. Mr. Kailasnath Adhikari, TV Vision Ltd - Sri Adhikari Brothers Enterprise (DIN: 07009389) 4. Mr. Avinash Kaul, TV18 Broadcast Ltd. (DIN: 01852966)

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Special Business:

3. Regularization of Mr. Rahul Joshi (DIN: 07389787) appointed under Casual Vacancy on the IBF Board.

To consider and if thought fit, to pass the following resolution with or without modification as an Ordinary Resolution.

“RESOLVED THAT pursuant to provision of Section 161 the Companies Act, 2013, read with Article 32 of the Articles of Association of the Company, Mr. Rahul Joshi (DIN: 07389787), who was appointed under casual vacancy with effect from, 30 April 2020 on the Board of the Company, be and is hereby appointed as the Director of the Company.

RESOLVED FURTHER THAT any Director of the Company and M/s Loveneet Handa & Associates (COP: 10753) Practicing Company Secretary, be and are hereby authorized to do all such acts as deemed necessary including but not limited to signing e-forms, filing e-forms, returns etc. with the Registrar of Companies to give effect to the aforesaid resolution(s)”.

Place: New Delhi Date: 02 September 2020

By order of the Board of Directors of Indian Broadcasting Foundation

- Sd -

Rajat Sharma Director

(DIN: 00005373)

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NOTES:

1. Explanatory Statement setting out the material facts concerning each item of Special Businesses to be transacted at the General Meeting pursuant to Section 102 of the Companies Act, 2013, is annexed hereto and forms part of the Notice.

2. In view of the COVID 19 pandemic, the MCA vide its Circular dated 5th May, 2020 read with Circulars dated 8th April, 2020 and 13th April, 2020 (collectively referred to as ‘Circulars’), has introduced certain measures enabling companies to convene their Annual General Meetings (AGM) through Video Conferencing (VC) or Other Audio Visual Means (OAVM) and also send notice of the Meeting and other correspondences related thereto, through electronic mode. In compliance with the said requirements of the MCA Circulars, electronic copy of the Notice along with the Annual Report for the financial year ended 31st March, 2020 consisting of financial statements including Board’s Report, Auditors’ Report and other documents required to be attached therewith (Collectively referred to as Notice) have been sent only to those members whose e-mail ids are registered with the Company through electronic means as on 02 September 2020 (cut-off date) and no physical copy of the Notice has been sent by the Company to any member. The Notice and full copy of the Annual Report has also been hosted on the website of the Company www.ibfindia.com

3. The members who have not yet registered their e-mail ids with the Company may contact Mr.

Radhakrishnan Nair, on (e-mail: [email protected]) or (phone no. 9818422145) for registering their e-mail ids on or before 03 September 2020. The Company shall send the Notice to such members whose e-mail ids get registered.

4. If there is any change in the e-mail ID already registered with the Company, members are requested

to immediately notify such change to the Company.

5. For the purpose of voting in the light of the aforesaid MCA Circulars, where 50 (fifty) or more members are present in the Meeting at the stipulated time as mentioned hereinafter, voting through poll will be conducted by the Chairman and where there are less than 50 (fifty) members, the Chairman may conduct the voting through show off hands unless a demand for poll is made by the eligible members.

6. The Board of Directors has appointed M/s Loveneet Handa & Associates, Practicing Company

Secretary (incl. associate or representative) to act as the Scrutinizer for the purpose of scrutinizing the voting through poll in the Meeting in a fair and transparent manner.

7. In case of poll, the eligible Full (Regular) Members are requested to send their vote, in form MGT-12 annexed (3 Nos. – Page. No. 9, 10 & 11) with this Notice duly filled in/signed, through their email addresses which are registered with the Company to the designated e-mail id of the Scrutinizer i.e. [email protected]. The Scrutinizer shall keep mails received from members confidential.

8. In case of counting of vote through poll, the Chairman may adjourn the meeting for some time as

he deem fit and thereafter, the Scrutinizer in the prescribed format will prepare the result of the vote and send the same to the Chairman of the meeting who will counter sign/digitally sign/approve the Result and declare the same to the members.

9. The results declared along with the report of the Scrutinizer shall be placed on the Company’s

website www.ibfindia.com immediately after the result is declared by the Chairman.

10. In accordance with the aforementioned MCA Circulars, the Company is organizing the AGM through

http://www.ibfindia.com/mailto:[email protected]://www.ibfindia.com/

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Microsoft Teams Web Conferencing facility to the members for participating in the Meeting. The members are requested to follow the following instructions in order to participate in the Meeting through Web Conferencing mechanism: a. The Meeting Joining Link has been separately provided along with this Notice on page no. 12

and also sent to the registered email ids of the eligible members;

b. The participant should click on the meeting joining link and enter his/her name in the relevant text field when prompted and subsequently click on request to join the meeting post which the Meeting Host shall allow admission to the meeting.

c. The facility for joining the Meeting shall be kept open 15 minutes before the time scheduled to

start the meeting i.e. 1130 hrs and 15 minutes after the expiry of the said scheduled time;

d. Members are requested to call out their names and company for easy identification of attendance at the Meeting to the Chairman;

e. The attendance of the Members attending the Meeting through VC/OAVM will be counted for

the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

f. Participation of single representative from each eligible member shall only be allowed at a time;

g. Queries on the accounts and operations of the Company or the businesses covered under the Notice may be sent to [email protected] at least seven days in advance of the meeting so that the answers may be made readily available at the meeting;

h. Members are requested to e-mail at [email protected] or call at 011 – 4379 4400 in case of any assistance required at the time of log in/ accessing/ voting at the Meeting through VC/OAVM.

11. In view of the MCA Circulars, no proxy shall be appointed by the members.

12. All other relevant documents referred to in the accompanying notice/explanatory statement shall

be made open for inspection by the members only in electronic form up to the date of the ensuing Meeting on company’s website www.ibfindia.com

13. The Notice for this Meeting along with requisite documents and the Annual Report for the financial

year ended 2019-20 shall also be available on the Company’s website at https://www.ibfindia.com/sites/default/files/IBF_AGM_2020.pdf

14. Members are requested to contact Mr. Radhakrishnan, Secretary, Indian Broadcasting Foundation for reply to their queries/ redressal of complaints, if any (Phone: 011 4379 4400; Mobile: 9818422145; Email: [email protected]).

15. Instructions for voting through poll & other instructions relating thereto are as under:

In terms of the aforesaid MCA Circulars, where 50 (fifty) or more members entitled to vote are present in the Meeting at the stipulated time as mentioned above, voting by the members shall be conducted through poll only on all the resolutions or in case where the members have raised the demand of poll for any resolution:

a) Full (Regular) Member eligible to vote shall cast his/her vote through their email id registered

mailto:[email protected]:[email protected]://www.ibfindia.com/

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with the Company and vote cast via other email id shall not be considered.

b) In case a poll is called upon on any item, eligible Full (Regular) members are required to send their vote in PDF Format in Poll Paper (i.e. enclosed Form MGT-12, Pages 9, 10 & 11) to the Designated email id of the Scrutinizer [email protected] through their registered email id. For this purpose, please keep the relevant ballot paper printed, filled in and scanned in PDF format ready for mailing with yourself before the AGM.

c) As per the Article 2(A)(1) of the Articles of Association of the Foundation, only Full (Regular)

Members are entitled to vote during the AGM. Further, each Full (Regular) Member shall have one vote.

16. No member shall be entitled to be present or to vote on any resolution or otherwise participate in

the proceedings at the AGM or upon a poll, to be reckoned in a Quorum whilst any money due from him to the Foundation remain unpaid 30 days after a bill or a notice of demand in writing has been sent to him/her.

17. A person who is not a Member as on date of this notice should treat this Notice for information purposes only.

mailto:[email protected]

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Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

The members of the Foundation are being informed that one of the Directors on the IBF Board of Directors, Mr. Sudhanshu Vats had stepped down as the Group CEO, Viacom 18 Media Pvt. Ltd. and consequently as the Director of IBF w.e.f. 15 April 2020. Subsequently, a letter was received from Viacom 18 Media Pvt. Ltd. (Member Network) informing that Mr. Rahul Joshi has taken over from Mr. Sudhanshu Vats. Further, the Member Network requested the IBF Board to consider appointing Mr. Rahul Joshi in place of Mr. Sudhanshu Vats on the IBF Board of Directors. On 30 April 2020, the IBF Board passed a resolution by circular, appointing Mr. Rahul Joshi as a Director under Casual Vacancy on the IBF Board pursuant to the provisions of section 161(4) of the Companies Act, 2013 and rules framed thereunder, read with Article 32 of the Articles of Association of the Company. The IBF Board of Directors has recommended that the members of the Company ratify the appointment of Mr. Rahul Joshi on the IBF Board and accordingly pass an ordinary resolution in this AGM. None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the said resolution. The relevant documents are available for inspection by the members during working hours at registered office of the company.

Place: New Delhi Date: 02 September 2020

By order of the Board of Directors of Indian Broadcasting Foundation

- Sd -

Rajat Sharma Director

(DIN: 00005373)

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BALLOT PAPER

FORM NO. MGT.12

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of the Companies (Management and Administration) Rules, 2014]

Name of the Company: Indian Broadcasting Foundation Registered office: B-304, Third Floor, Ansal Plaza, Khel Gaon Marg, New Delhi-110 049

BALLOT PAPER – A (FOR ITEM NO. 1 OF THE AGM NOTICE)

As per the Article 2(A)(1) of the Articles of Association of the Foundation, only Full (Regular)

Members are entitled to vote during the AGM.

S No Particulars Details 1. Name of Person

2. Company Name

3. Postal address of the Company

I hereby exercise my vote in respect of item nos. enumerated below by recording my assent or dissent to the respective resolution(s) in the following manner:

Item Item Description I assent to the resolution

(Tick Mark the box below)

I dissent from the resolution


1. Adoption of Standalone and Consolidated Annual Accounts for the FY 2019-20 together with Auditor’s Report and Directors’ Report

Instructions:

1. Fill up the Form above 2. Tick mark in the relevant box 3. Print or Save as PDF and send to the appointed scrutinizer email id [email protected]

Place: Date:


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BALLOT PAPER FORM NO. MGT.12

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of the

Companies (Management and Administration) Rules, 2014]

Name of the Company: Indian Broadcasting Foundation Registered office: B-304, Third Floor, Ansal Plaza, Khel Gaon Marg, New Delhi-110 049

BALLOT PAPER – B (FOR ITEM NO. 2 OF THE AGM NOTICE)



Sl. No. Name of Candidate Tick Mark in the relevant Box below

1 Mr. I. Venkat, Eenadu TV

2 Mr. K. Madhavan, Asianet Star Communications Pvt. Ltd.

3 Mr. Punit Misra, Zee Entertainment Enterprises Ltd.

4 Mr. Rajat Sharma, India TV

5 Ms. Megha Tata, Discovery Communication India

6 Mr. John Brittas, Malayalam Communications Ltd.

7 Mr. Kailasnath Adhikari, TV Vision Ltd - Sri Adhikari Brothers Enterprise

8 Mr. Avinash Kaul, TV18 Broadcast Ltd.

Important Instructions: 1. Tick Mark against the Candidates you wish to vote for. 2. There are 4 vacancies in the Board. 3. Vote can therefore be cast for a maximum of 4 Candidates. 4. However, if members want, they can vote for less than 4 Candidates. 5. The Ballot would be considered invalid if the vote is cast for more than 4 Candidates. 6. Print & Scan or Save as PDF and send to the appointed scrutinizer email id

[email protected] 7. Please do not mention your name on this ballot paper.

For Indian Broadcasting Foundation

Radhakrishnan Nair

Secretary (Election Officer)

Place: Date:


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BALLOT PAPER Name of the Company: Indian Broadcasting Foundation Registered office: B-304, Third Floor, Ansal Plaza, Khel Gaon Marg, New Delhi-110 049

BALLOT PAPER – C (FOR ITEM NO. 3 OF THE AGM NOTICE)



S No Particulars Details 1. Name of Person

2. Company Name

3. Postal address of the Company

I hereby exercise my vote in respect of item nos. enumerated below by recording my assent or dissent to the respective resolution(s) in the following manner:

Item Item Description I assent to the resolution


I dissent from the resolution


3 Regularization of Mr. Rahul Joshi (DIN: 07389787) appointed under Casual Vacancy on the IBF Board.

Instructions:

1. Fill up the Form above 2. Tick mark in the relevant box 3. Print or Save as PDF and send to the appointed scrutinizer email id [email protected]

Place: Date:


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MS TEAMS WEB CONFERENCING LINK

21st Annual General Meeting of Indian Broadcasting Foundation

Time: 1130 hrs Date: Friday, 25 September 2020

Click on the Meeting Link below to join:

https://teams.microsoft.com/l/meetup-join/19%3ameeting_ZTQzZDUxMmEtOWM1Ni00N2RiLTgyNGQtNGE5ZWUwNGNjZDli%40thre

ad.v2/0?context=%7b%22Tid%22%3a%22ab26a165-315a-4aaf-92d5-1a54079e1e05%22%2c%22Oid%22%3a%228c4f7646-ddbc-42df-addb-

bd6491f5875d%22%7d For Laptop, follow these steps (it is advisable to access the meeting from laptop) Step 1: Click on the MS Teams Meeting Link/URL Step 2: Open preferably in Web Browser Window. Alternatively, you may download the MS Teams app for windows. Step 3: Allow access to Camera & Mic Step 4: Enter name Step 5: Click on permission to join the meeting For Phone, follow these steps: Step 1: Download the MS Teams app from Play Store or App Store Step 2: Hit on the app icon to open it, and enter your details/follow instructions Step 3: Next, you will be taken to an interface where you can see the camera and mic icon, you can test the audio-video of your device from there Troubleshooting:

• It is recommended that Members test MS Teams Meeting at their end before the AGM to address technical issues, if any.

• In case, there is a problem with the Audio and Video, please check your internet connection.

• If the internet connection is stable and your AV is not working, then it could be due to old/incompatible system hardware. In such a scenario, please switch to another laptop/phone.

General Virtual Meeting Etiquettes:

• Mute your microphone when you are not talking • Other devices – mobile/landline/television should be put on silent/mute • Avoid any other background noise • Announce yourself before speaking every time • Avoid unexpected visitors

IMPORTANT: PLEASE DO NOT SHARE MEETING LINK WITH ANY OUTSIDER

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DIRECTORS’ REPORT To, The Members

The Directors have the pleasure in presenting the 21st Annual Report on business and operations, together with the Audited Financial Statement of the Company for the period commenced on April 1, 2019 and ended on March 31, 2020.

1. Financial Results

The financial results of the Company for the period ended on March 31, 2020 are summarized below for your consideration:

Particulars

Standalone Amount INR

Consolidated Amount INR

Year ended March 2020




Total income 7,89,33,548 13,82,02,185

3,32,69,89,080

3,09,05,04,692

Total Expenditure 6,27,46,595 5,85,45,657

3,21,97,46,166

3,18,25,57,134

Surplus/(Deficit) before exceptional Items and tax

1,61,86,953 7,96,56,528

10,72,42,914

(9,20,52,442)

Surplus/(Deficit) after exceptional Items and tax

1,61,86,953 7,96,56,528

(8,67,19,451)

(9,20,52,442)

Less: Minority Interest - - 9,19,42,095

(6,10,38,048)

Surplus/(Deficit) for the Year

1,61,86,953 7,96,56,528 52,22,644

(3,10,33,238)

Your Foundation has reported an Income from Subscription of Rs. 2,94,67,500/- as at 31st March, 2020 as against Rs. 9,44,75,959/- in the previous financial year. Besides the contribution’s income has been recognized for specific project i.e. Self-Regulatory Guidelines Fund Rs. 1,35,23,075/- in the financial year ended at 31st March, 2020 as against Rs. 1,15,99,780/- in the previous financial year ended as at 31st March, 2019. Further, the Foundation has incurred an Expenditure of Rs. 6,27,46,595/- during the period under review and whereas in the previous year, it had incurred Rs. 5,85,45,657/-.

2. Transfer to Special Reserves

During the period under review, Your Board of Directors has transferred a sum of Rs. 1,08,18,292/- to a special reserve account out of Income & Expenditure Account in accordance with Section 11 of the Income Tax Act, 1961 as against Rs. 6,15,01,889/- in the previous year. Further, during the year, your Company has incurred expenditure of Rs. 9,83,54,617/- (March 31, 2019 Rs. 5,10,000/-) for the purpose of acquisition and/or renovation of office building and research, which is utilized from special reserve created under Section 11 of the Income Tax Act, 1961, by transferring the unutilized amount in excess of 15% of the total

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income in the previous years. 3. Operations and State of Affairs of the Company

The Foundation is engaged in the business of promoting and representing the interest of the television broadcasters in India and providing television audience measurement services. The principal segment of the Company is providing television audience measurement services.

4. Change in the Nature of Business During the period under review, there was no change in the nature of business of the Company.

5. Membership of the Foundation

The numbers of Members of the Foundation as at 31 March 2020 were 62.

6. Subsidiary, Joint-Venture and Associate Companies

As on March 31, 2020, the Foundation has the following entity as its immediate subsidiary & step-down subsidiary:

A) Immediate Subsidiary Broadcast Audience Research Council of India (BARC)

Rose Cottage, Next to Citi Tower 61, Dr SS Rao Road, Parel East Mumbai – 400 012 B) Step Down Subsidiary Meterology Data Pvt. Ltd. Plot No. 61, Seth Megil Mathuradas Estate,

Dr. S.S. Rao Road, Mahatma Gandhi Hospital, Parel East, Mumbai – 400 012

The salient features of the financials of the aforesaid companies are enclosed herewith in form AOC-1 as Annexure-1. Further, during the year under review, there were no Joint Ventures/ Associate Companies.

7. Investment Made During The Year

Your Foundation has not made any investment in other bodies corporate and nor created or disposed of any subsidiary during the period under review.

8. Deposits The Company has not accepted any deposits under Chapter V of the Companies Act, 2013.

9. Material Changes And Commitments, If Any, Affecting The Financial Position Of The Company There has been no Material changes and Commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company

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to which the financial statement relates (i.e. 31st March, 2020) and the date of the report.

10. Extract of Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the Annual Return in Form No. MGT- 9 as at 31st March, 2020, forms part of this Report as Annexure-2.

11. Directors and Key Managerial Personnel

During the financial year ended on March 31, 2020, the following changes took place in the Board of Directors and Key Managerial Personnel:

The details of Directors and Key Managerial Personnel of the Company as on date are as follows:

S.No. Name of Director Date of appointment 1. Mr. Aroon Purie 10/09/2014 2. Mr. Rajat Sharma 28/08/2009 3. Mr. Madhavan Kunniyur 29/09/2012 4. Mr. Punit Goenka 03/09/2010 5. Mr. Idupuganty Venkat 29/09/2003 6. Mr. Uday Shankar 21/09/2007 7. Mr. Siddharth Jain 19/09/2011 8. Mr. Narinder Pal Singh 29/09/2012 9. Mr. Rohit Mastram Gupta 02/09/2016 10. Mr. Punit Misra 15/09/2017 11. Mr. Rahul Joshi 30/04/2020 12. Mr. Shashi Shekhar Vempati 31/08/2018

During the period under review, following members were appointed and ceased to hold office as directors:

i. Mr. Rahul Joshi appointed w.e.f. 30-04-2020 ii. Mr. Sudhanshu Vats ceased w.e.f. 15-04-2020

Key Managerial Personnel

i. Mr. Radhakrishnan, Secretary, IBF ii. Mr. Ashish Sinha, Secretary General, Broadcasting Content Complaints Council

(BCCC)

12. Statutory Disclosures None of the Directors of your Company suffer from the disqualification enshrined under the provision of section 164 of the Companies Act, 2013. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act.

13. Details of number of Board Meetings held during the period

The Board met 3 times during the financial year 2019-20 viz. on 21st August 2019, 24th September 2019 and 17th January 2020.

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Attendance of Directors at Board Meetings held in FY 2019-20:

Name of Director

Number of Board Meetings

entitled

Number of board meetings attended

% of attendance

Mr. Aroon Purie 3 2 67% Mr. Rajat Sharma 3 2 67% Mr. Madhavan Kunniyur 3 3 100% Mr. Punit Goenka 3 2 67% Mr. Idupuganty Venkat 3 3 100% Mr. Uday Shankar 3 2 67% Mr. Siddharth Jain 3 2 67% Mr. Narinder Pal Singh 3 3 100% Mr. Rohit Mastram Gupta 3 2 67% Mr. Punit Misra 3 2 67% Mr. Sudhanshu Vats 3 1 33% Mr. Shashi Shekhar Vempati 3 3 100%

14. Particulars of Investments, Loans and Guarantees

No Investments, Loans & Guarantees by IBF in this current year has been made. 15. Related Party Transactions No transactions with the related parties were entered during the period under review and

thus, disclosure is not required. 16. Conservation Of Energy And Technology Absorption Even though operations of the Company are not energy intensive, the management has been

highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to the Company and hence not been provided.

17. Foreign Exchange Earnings And Outgo The Foundation has no foreign exchange earnings during the period. 18. Statutory Disclosures On Remuneration Of Employees There is no employee during the financial year 2019-20 for which information as required in

accordance with Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be furnished. The list as required shall be available at the Registered Office of the Company and will also be placed in the ensuing Annual General Meeting. Any member can inspect the list during business hours of the Company up to the date of Annual General Meeting.

19. Director’s Responsibility Statement

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Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is confirmed that:

a) In the preparation of the annual accounts for the year ended on March 31, 2020, the

applicable accounting standards have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the profit and loss of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts of the Company for the financial year ended on March 31, 2020 on a going concern basis; and

e) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Under Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014 Internal Financial Control: As per the Statutory Auditors Report for FY 2019-20, on the achievement of the objectives of the financial control criteria, the foundation incorporated in India has maintained, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2020, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

20. Auditors & Auditors’ Report During the 19th AGM of IBF held on 31st August 2018, M/s S R Batliboi & Associates,

Chartered Accountants, (Firm Registration No. 101049W/E300004) had been appointed as Statutory Auditors of the Company for a period of five years until the conclusion of the 24th AGM of the company to be held in the year 2023.

The Statutory Auditors’ Report (Standalone and Consolidated) on the Accounts of the

Foundation for the financial year ended 31 March 2020 does not have any remarks or observation which require the explanation from the Board of Directors in this Report and the Auditors’ Report is self-explanatory.

21. Vigil mechanism The provisions of establishment of vigil mechanism are not applicable to the Company. 22. Risk Management Policy The organization has adequate system in place to identify and manage risk involved in the

functioning of Company.

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23. Disclosure Under The Sexual Harassment Of Women At The Work Place (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy (‘Policy’) in line with the requirements of The Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set-up to redress complaints received regarding sexual harassment. No cases of sexual harassment have been reported or investigated by the Internal Complaints Committee (ICC) during the year under review.

24. Corporate Social Responsibility (CSR) The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules,

2014 have been made in Annexure-3. Further, the composition of the CSR committee is as follows:-

i. Mr. Rajat Sharma, Chairperson ii. Mr. Punit Goenka, Member

iii. Mr. K. Madhavan, Member 25. Board Committees The provisions with respect to constitution of Audit Committee and Nomination and

Remuneration Committee are not applicable to the Company. 26. Significant and Material Orders Passed by the Regulatory or Courts During the period under review, no significant and material orders passed by the Regulators

or courts or tribunals impacting the going concern status and Company’s operations in future. 27. Fraud Reporting No frauds were reported by the Auditors under Section 143 (12) of the Companies Act, 2013. 28. Disclosure on maintenance of cost records: The Central Government has not prescribed the maintenance of cost records under Section

148(1) of the Act, for any of the services rendered by the Company. Accordingly, the Company is not required to maintain cost records as specified under Section 148(1) of the Act.

29. Acknowledgement The Board of Directors wish to place on record their appreciation for the support and

cooperation extended by every Member of the Foundation, the Secretariat, its Bankers, and valuable contribution made by the Consultants, Counsels and officials of the Member Companies.

For and on behalf of the Board of Directors

-Sd- -Sd- Rajat Sharma Shashi Shekhar Vempati Vice President Treasurer DIN: 00005373 DIN: 08089330

Place: New Delhi Date : 02 September 2020

19

Annexure 1 to the Directors Report Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures Part “A”: Subsidiaries (Information in respect of each subsidiary to be presented with amounts in Rs)

S.No. Particulars

1 Name of the subsidiary Broadcast Audience Research Council

2 Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

Reporting period of subsidiary is same as that of holding co.

3

Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.

Not Applicable

4 Share capital 15,00,000 5 Reserves & surplus (99,47,91,853) 6 Total assets 1,73,49,59,719 7 Total Liabilities 1,73,49,59,719 8 Investments NIL 9 Turnover 3,24,17,59,861

10 Loss before taxation (6,14,44,038) 11 Provision for taxation 4,15,00,000 12 Loss after taxation & Minority Interest (1,09,64,308) 13 Proposed Dividend NA 14 % of shareholding 100%

Notes: The following information shall be furnished at the end of the statement: 1. Names of subsidiaries which are yet to commence operations: NIL 2. Names of subsidiaries which have been liquidated or sold during the year: NIL Part “B”: Associates and Joint Ventures Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures: The Company does not have any Associate Companies and Joint Ventures.

20

Form AOC-I (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies

(Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures Part “A”: Step Down Subsidiary (Information in respect of each subsidiary to be presented with amounts in Rs)

S.No. Particulars 1 Name of the step--down subsidiary Meterology Data Pvt. Ltd.

2

Reporting period for the step-down subsidiary concerned, if different from the holding company’s reporting period

Reporting period of step-down subsidiary is same as that of holding

co.

3

Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.

Not Applicable

4 Share capital 88,95,87,360 5 Reserves & surplus (61,58,05,772) 6 Total assets 66,25,34,676 7 Total Liabilities 66,25,34,676 8 Investments NIL 9 Turnover 98,90,81,828

10 Loss before taxation (18,77,06,450) 11 Provision for taxation NIL 12 Loss after taxation (18,77,06,450) 13 Proposed Dividend Not Applicable 14 % of shareholding 51%

Notes: The following information shall be furnished at the end of the statement: 1. Names of subsidiaries which are yet to commence operations : NIL 2. Names of subsidiaries which have been liquidated or sold during the year : NIL Part “B”: Associates and Joint Ventures Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures: The Company does not have any Associate Companies and Joint Ventures.

21

Annexure 2 to the Directors Report

Form MGT-9

Extract of Annual Return as on the financial year ended 31st March, 2018

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

1. Registration and other details of Company

CIN: U74899DL1999NPL101705 Registration Date: 27th September, 1999 Name of the Company: INDIAN BROADCASTING FOUNDATION Category / Sub-Category of the Company:

Public Company licensed under section 25 (i.e. Non Profit Organisation)

Address of the Registered office and contact details:

B-304, 3RD FLOOR, ANSAL PLAZA, KHEL GAON MARG, DELHI-110049

Whether listed company: No Name, Address and Contact details of Registrar and Transfer Agent, if any:

N.A

2. Principal Business Activity of the Company:

All the business activities contributing 10% or more of the total turnover of the company shall be stated:

S. No.

Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the company

1 Broadcasting J8 100%

3. Particulars of Holding, subsidiary and associate Company

S. No.

Name and address of the

company CIN

Holding/ subsidiary/

associate

% of shares held

Applicable Section

1.

BROADCAST AUDIENCE RESEARCH COUNCIL

ROSE COTTAGE, NEXT TO CITY TOWER, 61 DR.

S.S. DESAI ROAD,

U73100DL2010NPL205584 SUBSIDIARY COMPANY

99.99% Shares with

IBF are 1,50,000. Total

Shares 1,50,001

SECTION 2(87)(ii)

22

PAREL (E) MUMBAI 400012

2

Meterology Data Pvt. Ltd.

Plot No. 61, Seth Megil Mathuradas Estate, Dr. S.S. Rao

Road, Mahatma Gandhi Hospital,

Parel East, Mumbai – 400

012

U74999MH2016PTC279918 STEPDOWN SUBSIDIARY

51% Shares with

BARC are 4,53,85,100 Total Shares 88,958,736

SECTION 2(87)(ii)

4. Shareholding Pattern of the Company ( Equity Share Capital Breakup as percentage of

total equity)

a. Category-wise Share Holding

Category of Shareholde

r

No. of Shares held at the beginning of the Year

No. of shares held at the end of the Year

% Change during

the Year

Demat Physical

Total % of Total Shares

Demat

Physical Total % of Total Shares

A. Promoter and Promoter Group

(1) Indian a) Individual /HUF

b) Central Government/ State Government(s)

c) Bodies Corporate

d) Financial Institutions / Banks

e) Any Others

Sub-total (A) (1)

(2) Foreign

a) NRIs – Individuals

b) other

Not Applicable

NOT APPLICABLE

23

Individuals c) Body Corp.

d) Bank/FI e) Any Others

Sub-total (2)

Total Shareholding of Promoters A=A(1)+A(2)

B. Public Shareholding

1. Institutions

a) Mutual Funds

b) Banks/FI

c) Central Govt.

d) State Govt.

e) Venture Capital Funds

f) Insurance Companies

g) FIIs h) Foreign Venture Capital Funds

Others (Specify) i) Qualified Foreign Investors

Sub Total (B)(1)

2. Non –Institutions

a) Bodies Corp. i) Indian

NOT APPLICABLE

24

ii) Overseas

b) Individuals i) Individuals Shareholders holding Share Capital UptoRs. 1 Lac

ii) Individuals Shareholders holding Share Capital in excess of Rs. 1 Lac

Other (Specify) i) HUF

ii) Clearing Members

iii) Non Resident Indians

iv) Trusts

Sub-total B(2)

Total B = B (1) + B (2)

Total = A + B

b. Shareholding of Promoters

S. No.

Shareholder’s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% Change during

the Year

No. of

Shares

% of Total

Shares of the

Company

% of Total Shares

pledged/ encumbered to total

shares

No. of Shares

% of Total

Shares of the

Company

% of Total Shares

pledged/ encumbered to total

shares

NOT APPLICABLE

25

1 N.A.

c. Change in Promoters’ Shareholding ( please specify, if there is no change)

S. No. Shareholders name Shareholding at the

beginning of the year Cumulative

Shareholding duringtheyear

No. of shares

% of total

shares of the

company

No. of shares

% of total shares of the

company

At the beginning of the year

Date wise Increase / Decrease in Promoters’ shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc.)

At the end of the year

d. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)

Sl. No.


Cumulative Shareholding during

the year For Each of theTop10 Shareholders

No.of shares %of total shares of

the company

No. of shares

%of total

shares of the

company

1 At the beginning of the year:

NOT APPLICABLE

26

2 Date wise increase/ decrease in Shareholding during the year specifying the reasons for increase/ decrease(e.g. allotment/ transfer/ bonus/sweat equity etc):

Nil - - -

3 At the End of the year(or on the date of separation, if separated during the year)

e. Shareholding of Directors and Key Managerial Personnel:

S. No. Name of Director &

KMP’s*


Cumulative Shareholding during the year

No. of Shares % of Total Shares of the Company

No. of Shares % of Total Shares of the Company

Not Applicable

5. Indebtness

Indebtedness of the Company including interest outstanding/accrued but not due for payment:

(Amount in Rs.)

Particulars Secured Loans

excluding deposits

Unsecured Loans

Deposits

Indebtedness at the beginning of the financial year

i) Principal Amount 0.00 0.00 0.00

ii) Interest due but not paid *

0.00 0.00 0.00

iii) Interest accrued but not due

0.00 0.00 0.00

Total (i+ii+iii) 0.00 0.00 0.00

Change in Indebtedness during the financial year

Addition 0 0.00 0.00

Reduction 0.00 0.00 0.00

Net change 0.00 0.00 0.00

Indebtedness at the end of the financial year

0.00 0.00 0.00

i) Principal Amount 0.00 0.00 0.00

NOT APPLICABLE

27

ii) Interest due but not paid

0.00 0.00 0.00

iii) Interest accrued but not due

0.00 0.00 0.00

Total (i+ii+iii) 0.00 0.00 0.00

6. Remuneration of Directors and Key Managerial Personnel mentioning their gross salary, value of perquisites, profits in lieu of salary, etc

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

(Amount in Rs)

Sl. no.

Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount

1 Gross salary: (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income tax Act, 1961

--

2 Stock Option 3 Sweat Equity -- -- 4 Commission

- as % of profit - others, specify…

-- --

5 Others, please specify -- -- 6 Total (A)* 7 Ceiling as per the Act**

*Total of remuneration does not include the number of Stock Options

B. Remuneration to other directors:

(Amount in Rs)

S. no. Particulars of Remuneration

Name of Director Total

Amount

1 1. Independent Directors

• Fee for attending

board / committee meetings

NOT APPLICABLE

NOT APPLICABLE

28

• Commission

• Others, please specify

2 Total (1) 3 2. Other Non-

Executive Directors

• Fee for attending board / committee meetings

-

• Commission -

• Others, please specify

4 Total (2) 5 Total (B)=(1+2) 6 Total Managerial

Remuneration

7 Overall Ceiling as per the Act**

C. Remuneration to key managerial personnel other than MD/manager/WTD

(Amount in Rs.)

S. no.

Particulars of Remuneration Key Managerial Personnel Total

Amount 1 Gross salary:

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

2 Stock Option -- -- 3 Sweat Equity -- -- -- -- 4 Commission

- as % of profit - others, specify…

-- -- -- --

5 Others, please specify -- -- -- -- 6 Total * --

7. Penalties/punishment/compounding of offences

Type

Section of

the Brief

Description Details of Penalty /

Authority [RD /

Appeal made,

NOT APPLICABLE

NOT APPLICABLE

29

Companies Act

Punishment/ Compounding fees imposed

NCLT / COURT]

if any (give

Details) A. COMPANY Penalty

Nil Not Applicable

Not Applicable Not Applicable

Not Applicable

Punishment

Nil Not Applicable


Not Applicable

Compounding

Nil Not Applicable


Not Applicable

B. DIRECTORS Penalty Nil Not

Applicable Not Applicable Not

Applicable Not Applicable

Punishment

Nil Not Applicable


Not Applicable

Compounding

Nil Not Applicable


Not Applicable

C. OTHER OFFICERS IN DEFAULT Penalty Nil Not

Applicable Not Applicable Not

Applicable Not Applicable

Punishment Nil Not Applicable


Not Applicable

Compounding Nil Not Applicable


Not Applicable

NOT APPLICABLE

30

Annexure 3 to the Directors Report

REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES/INITIATIVES

1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs. CSR Activities mean all the Corporate Social Responsibility activities / programs / initiatives of the Company, either ongoing or new, dealing with the activities mentioned in thrust areas. The activities shall conform to those specified in Schedule VII to the Act (as amended from time to time) and as recommended by the CSR Committee and approved by the Board. The Company may also form its own Foundations / Trusts for carrying out socio-economic projects as approved by the Board or alternatively make contributions to its Associate Companies’ Corporate Foundations / Trusts towards its corpus for projects approved by the Board.

A Company may also collaborate with group companies for undertaking projects or programs or CSR activities in such a manner that the CSR Committees of respective companies are in a position to report separately on such projects or programs in accordance with the prescribed CSR Rules.

The Board level Corporate Social Responsibility Committee (CSR Committee) of the Company shall be responsible for monitoring the CSR Policy from time to time. The CSR Committee shall approve and recommend to the Board, the projects or programs to be undertaken, the modalities of execution and implementation schedule from time to time.

Further, to ensure that there is focus and maximum impact, the CSR Committee will endeavor to work on selected projects over a longer period of time so as to ensure that the outcomes of the projects can be measured.

2. Composition of the CSR Committee:

i. Mr. Rajat Sharma - Chairperson ii. Mr. Punit Goenka

iii. Mr. K. Madhavan 3. Average net Surplus of the Company for last three financial years:

[Average Net Surplus] – Rs. 6,64,67,322/-

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above) For F.Y. 2019-20 Rs. 13,29,346/-

5. Details of CSR spend for the financial year: a) Total amount spent for the financial year 2019-20: INR 13,29,346/- b) Amount unspent, if any: Nil c) Manner in which the amount spent during the financial year is detailed below:

31

S.No.

CSR Projects/Activiti

es

Sector in

which the

Project is

covered

Locations

Amount

Outlay (Budge

t) Project

or Progra

ms Wise

Amount Spent on

the project

or programs

Cumulative Expenditure

upto reporting

period

Amount spent: Direct or through

implementing agency

1

Donation to Prime Minister’

s National

Relief fund

N.A. N.A. 13,29,3

46 13,29,346 13,29,346 Direct

6. In case the company has failed to spend the 2%, of the average net profit of the last three

financial years or any part thereof, the company shall provide the reasons for not spending the amount in its Board Report.

Not Applicable

7. CSR activities are implemented and monitored in compliance with the CSR objectives and

policy of the company.

-sd- -sd- Rajat Sharma K. Madhavan

(DIN 00005373) (DIN 00024819) (Chairman of CSR Committee) (Director)

INDEPENDENT AUDITOR’S REPORT

To the Members of Indian Broadcasting Foundation

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Indian Broadcasting Foundation (“the

Company”), which comprise the Balance Sheet as at March 31, 2020, the Statement of Income and

Expenditure and the Cash Flow Statement for the year then ended, and notes to the standalone financial

statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid

standalone financial statements give the information required by the Companies Act, 2013, as amended (“the

Act”) in the manner so required and give a true and fair view in conformity with the accounting principles

generally accepted in India, of the state of affairs of the Company as at March 31, 2020, its surplus and its

cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing

(SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further

described in the ‘Auditor’s Responsibilities for the Audit of the Standalone Financial Statements’ section of

our report. We are independent of the Company in accordance with the ‘Code of Ethics’ issued by the

Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our

audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have

fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We

believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion on the standalone financial statements.

Other Information

The Company’s Board of Directors is responsible for the other information. The other information comprises

the Board of Director’s Report, but does not include the standalone financial statements and our auditor’s

report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not

express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other

information and, in doing so, consider whether such other information is materially inconsistent with the

financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other

information, we are required to report that fact. We have nothing to report in this regard.

Indian Broadcasting Foundation

Independent Auditor’s report on the standalone financial statements – March 31, 2020

Page 2 of 6

Responsibility of Management for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with

respect to the preparation of these standalone financial statements that give a true and fair view of the

financial position, financial performance and cash flows of the Company in accordance with the accounting

principles generally accepted in India, including the Companies (Accounting Standards) Rules, 2006 (as

amended) specified under section 133 of the Act, read with the Companies (Accounts) Rules, 2014. This

responsibility also includes maintenance of adequate accounting records in accordance with the provisions

of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other

irregularities; selection and application of appropriate accounting policies; making judgments and estimates

that are reasonable and prudent; and the design, implementation and maintenance of adequate internal

financial controls, that were operating effectively for ensuring the accuracy and completeness of the

accounting records, relevant to the preparation and presentation of the standalone financial statements that

give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using

the going concern basis of accounting unless management either intends to liquidate the Company or to cease

operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an

audit conducted in accordance with SAs will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,

they could reasonably be expected to influence the economic decisions of users taken on the basis of these

standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional

skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether

due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit

evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting

a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may

involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that

are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for

expressing our opinion on whether the Company has adequate internal financial controls with reference

to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates

and related disclosures made by management.



Page 3 of 6

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,

based on the audit evidence obtained, whether a material uncertainty exists related to events or

conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If

we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report

to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify

our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s

report. However, future events or conditions may cause the Company to cease to continue as a going

concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including

the disclosures, and whether the standalone financial statements represent the underlying transactions

and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope

and timing of the audit and significant audit findings, including any significant deficiencies in internal control

that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other matters that

may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

1. This report does not include a statement on the matters specified in paragraphs 3 and 4 of the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of

sub section (11) of section 143 of the Act, since in our opinion and according to the information and

explanations given to us, the said order is not applicable to the Company.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Income and Expenditure and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone financial statements comply with the Companies (Accounting Standards) Rules, 2006 (as amended) specified under section 133 of the Act, read with

the Companies (Accounts) Rules, 2014;

(e) On the basis of the written representations received from the directors as on March 31, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2020 from

being appointed as a director in terms of Section 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company with reference to these standalone financial statements and the operating effectiveness of

such controls, refer to our separate Report in “Annexure 1” to this report;



Page 4 of 6

(g) In our opinion, the managerial remuneration for the year ended March 31, 2020 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with

Schedule V to the Act;

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of

our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements – Refer Note 23 to the standalone financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and

Protection Fund by the Company.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

____-sd-__________________________

per Govind Ahuja

Partner

Membership Number: 048966

UDIN:

Place of Signature: Mumbai

Date: September 2, 2020



Page 5 of 6

ANNEXURE 1 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE

STANDALONE FINANCIAL STATEMENTS OF INDIAN BROADCASTING FOUNDATION

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Indian Broadcasting Foundation

(“the Company”) as of March 31, 2020 in conjunction with our audit of the standalone financial statements

of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls

based on the internal control over financial reporting criteria established by the Company considering the

essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls

Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities

include the design, implementation and maintenance of adequate internal financial controls that were

operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to

the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the

accuracy and completeness of the accounting records, and the timely preparation of reliable financial

information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial

reporting with reference to these standalone financial statements based on our audit. We conducted our audit

in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the

“Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the Companies

Act, 2013, to the extent applicable to an audit of internal financial controls and, both issued by the Institute

of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with

ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate

internal financial controls over financial reporting with reference to these standalone financial statements

was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls over financial reporting with reference to these standalone financial statements and their

operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining

an understanding of internal financial controls over financial reporting with reference to these standalone

financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design

and operating effectiveness of internal control based on the assessed risk. The procedures selected depend

on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion on the internal financial controls over financial reporting with reference to these standalone

financial statements.



Page 6 of 6

Meaning of Internal Financial Controls Over Financial Reporting With Reference to these Standalone

Financial Statements

A company's internal financial control over financial reporting with reference to these standalone financial

statements is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles. A company's internal financial control over financial reporting with

reference to these standalone financial statements includes those policies and procedures that (1) pertain to

the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as

necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in accordance with

authorisations of management and directors of the company; and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that

could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting With Reference to these

Standalone Financial Statements

Because of the inherent limitations of internal financial controls over financial reporting with reference to

these standalone financial statements, including the possibility of collusion or improper management

override of controls, material misstatements due to error or fraud may occur and not be detected. Also,

projections of any evaluation of the internal financial controls over financial reporting with reference to these

standalone financial statements to future periods are subject to the risk that the internal financial control over

financial reporting with reference to these standalone financial statements may become inadequate because

of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, adequate internal financial controls over financial

reporting with reference to these standalone financial statements and such internal financial controls over

financial reporting with reference to these standalone financial statements were operating effectively as at

March 31, 2020, based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the Guidance Note on Audit of Internal

Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

_____-sd-_________________________

per Govind Ahuja

Partner

Membership Number: 048966

UDIN:

Place of Signature: Mumbai

Date: September 2, 2020

Particulars Notes As at March 31, 2020 As at March 31, 2019

Amount (Rs.) Amount (Rs.)

I. EQUITY AND LIABILITIES

Member's Funds

(a) Entrance Fee 3 2,28,00,000 2,16,00,000

(b) Reserves and Surplus 4 46,85,18,280 45,22,81,327

49,13,18,280 47,38,81,327

Non-Current Liabilities

(a) Long Term Provisions 5 1,13,86,175 87,36,481

1,13,86,175 87,36,481

Current Liabilities

(a) Trade payables due to: 6

Micro enterprises and small enterprises - 35,070

Other than micro enterprises and small enterprises 33,18,093 4,48,527

(b) Other Current Liabilities 7 2,86,51,627 3,48,82,930

(c) Short Term Provisions 8 1,25,561 1,03,797

3,20,95,281 3,54,70,324

Total Equity and Liabilities 53,47,99,736 51,80,88,133

II. ASSETS

Non-Current Assets

(a) Fixed Assets

(i) Property, Plant and Equipment 9 12,07,40,147 2,50,01,855

(ii) Intangible Assets 9 1,24,504 2,44,593

(b) Non-Current Investments 10 15,00,000 15,00,000

(c) Loans and Advances 11 3,65,82,313 1,80,71,975

15,89,46,964 4,48,18,423

Current Assets

(a) Cash and Bank Balances 12 6,79,40,437 10,02,263

(b) Loans and Advances 13 58,18,387 14,03,510

(c) Other Current Assets 14 30,20,93,948 47,08,63,937

37,58,52,772 47,32,69,710

Total 53,47,99,736 51,80,88,133

Summary of Significant Accounting Policies 2.1

Accompaning notes are an integral part of the standalone financial statements.

As per our report of even date

For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of

Chartered Accountants Indian Broadcasting Foundation

Firm's Regn. No. 101049W/E300004

-Sd- -Sd- -Sd-

Govind Ahuja N P Singh Rajat Sharma

Partner President Vice President

Membership No. 048966 DIN: 03335912 DIN: 00005373

-Sd- -Sd-

Shashi Shekhar Vempati Aroon Purie

Treasurer Director

DIN: 08089330 DIN: 00002794

Place: Mumbai Place: New Delhi

Date: September 2, 2020 Date: September 2, 2020

INDIAN BROADCASTING FOUNDATION

BALANCE SHEET AS AT MARCH 31, 2020

Particulars NotesFor the Year ended

31 March 2020

For the Year ended

31 March 2019

Amount (Rs.) Amount (Rs.)

Income:

Subscription 15 4,29,90,575 10,60,75,739

Other Income 16 3,59,42,973 3,21,26,446

Total Income 7,89,33,548 13,82,02,185

Expenditure:

Employee benefits expense 17 2,98,25,868 3,63,30,417

Depreciation and amortization expense 18 12,02,627 10,30,544

Other expenses 19 3,17,18,100 2,11,84,696

Total Expenditure 6,27,46,595 5,85,45,657

Surplus Before Tax 1,61,86,953 7,96,56,528

Tax expense:

(1) Current tax - -

(2) Deferred tax - -

Surplus for the Year 1,61,86,953 7,96,56,528

Summary of Significant Accounting Policies 2.1

Accompanying notes are an integral part of the standalone financial statements.

As per our report of even date

For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of

Chartered Accountants Indian Broadcasting Foundation


-Sd- -Sd- -Sd-Govind Ahuja N P Singh Rajat SharmaPartner President Vice President

Membership No. 048966 DIN: 03335912 DIN: 00005373

-Sd- -Sd-

Shashi Shekhar Vempati Aroon Purie

Treasurer Director

DIN: 08089330 DIN: 00002794

Place: Mumbai Place: New Delhi

Date: September 2, 2020 Date: September 2, 2020


STATEMENT OF INCOME AND EXPENDITURE FOR THE YEAR ENDED MARCH 31, 2020

Particulars For the Year ended

31 March 2020

For the Year ended

31 March 2019

Amount (Rs.) Amount (Rs.)Cash flow from operating activities

Surplus before tax for the year 1,61,86,953 7,96,56,528

Adjustment to reconcile surplus before tax for the year to net cash flows:Interest income (3,56,79,525) (3,13,67,696) Bad Debts written off (net of provision and recoveries) - 16,05,972 Depreciation and amortisation expense 12,02,627 10,30,544

Operating profit before Working capital changes (1,82,89,945) 5,09,25,348 Movement in working capital:

Increase / (Decrease) in trade payables 28,34,494 (7,92,601) (Decrease) / Increase in current liabilities (62,31,303) 37,31,336 Increase in Short term provisions 21,764 7,139 Increase / (decrease) in Long term provisions 26,49,694 (14,56,676) Decrease in Long term Loans & Advances 14,92,128 - (Increase) in trade receivables - (4,11,222) (Increase) / decrease in Short Term Loans & Advances (44,14,877) 7,08,137

Cash (used in) / generated from operations (2,19,38,045) 5,27,11,461

Taxes paid (net of refunds received) 79,22,878 (38,08,328)

Net cash flow (used in) / from operating activities (A) (1,40,15,167) 4,89,03,133

Cash flow from investing activities

Purchase of Tangible Assets (9,68,19,831) (6,13,892) Purchase of Intangible Assets (1,000) (13,559) Investments in bank deposits (51,24,63,423) (45,36,79,427) Proceeds from redemption of bank deposits 65,04,13,010 36,11,06,894 Interest received 3,85,74,586 3,57,70,758 Net cash flow from / (used in) investing activities (B) 7,97,03,342 (5,74,29,226)

Cash flow from financing activities

Membership fees received 12,50,000 45,00,000

Net cash flow from financing activities (C) 12,50,000 45,00,000

Net increase / (decrease) in cash and cash equivalents (A+B+C) 6,69,38,174 (40,26,093)

Cash and cash equivalents at the beginning of the year 10,02,263 50,28,356

Cash and cash equivalents at the end of the year (Note 13) 6,79,40,438 10,02,263

Summary of Significant Accounting Policies 2.1Accompanying notes are an integral part of the standalone financial statements.

As per our report of even date.

For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors ofChartered Accountants Indian Broadcasting Foundation


-Sd- -Sd- -Sd-Govind Ahuja N P Singh Rajat SharmaPartner President Vice PresidentMembership No. 048966 DIN: 03335912 DIN: 00005373

-Sd- -Sd-Shashi Shekhar Vempati Aroon PurieTreasurer DirectorDIN: 08089330 DIN: 00002794

Place: Mumbai Place: New DelhiDate: September 2, 2020 Date: September 2, 2020


CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2020


Notes to the standalone financial statements for the year ended March 31, 2020

1. CORPORATE INFORMATION:

Indian Broadcasting Foundation (IBF) (the ‘Company’) is a Non-Profit Organisation and a public company limited by guarantee registered under Section 25 of the erstwhile Companies Act, 1956 which is now section 8 of Companies Act, 2013 (the ‘Act’), domiciled in India. IBF was set up on September 27, 1999 having its registered office at B-304, 3rd Floor, Ansal plaza, Khel Gaon Marg, Delhi - 110049. The organisation is an apex body for the broadcasting sector in India to promote and represent the interests of the television broadcasters in India.

2. BASIS OF PREPARATION:

These standalone financial statements have been prepared in accordance with the generally accepted accounting principles in India (IGAAP). The standalone financial statements have been prepared on an accrual basis and under the historical cost convention. The organisation has prepared these standalone financial statements to comply in all material aspects with the accounting standards notified under Section 133 of the Act, read with Paragraph 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standard) Amendment Rules, 2016.

The accounting policies adopted in the preparation of these standalone financial statements are consistent with those of previous year.

All assets and liabilities have been classified as current or non-current as per the Company’s operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current and non-current classification of assets and liabilities.

2.1. SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES:

A. USE OF ESTIMATES:

The presentation of standalone financial statements in conformity with the generally accepted accounting principles (Indian GAAP) requires management to make judgement, estimates and assumptions that affect reportable amount of assets and liabilities on the date of financial statements and the reported amount of revenues and expenses during the reporting period and disclosure of contingent liabilities at the end of the reporting period. Although these estimates are based in the management’s best knowledge of current event, uncertainty about these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.

B. REVENUE RECOGNITION

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognized: - Annual Membership Subscription: subscription from members is received annually based on the number of channels

and revenue is recognised on accrual basis considering the reasonable certainty of ultimate collection - Self-Regulatory guidelines subscription: This is contribution received for Broadcasting Content Complaints Council

(BCCC) from members having non-news channels. The contribution is recognised as income to the extent the same has been utilised for the expenditure on BCCC and balance unutilised portion is treated as current liability.

- Voluntary Contributions: These are accounted for on receipt basis. The Company collects Goods and Services Tax on behalf of the government and, therefore these are not economic benefits flowing to the Company. Hence, they are excluded from the revenue. - Interest income: Income is recognized on a time proportion basis taking into account the amount outstanding and the

applicable interest rate. Interest income is included under the head “Other income” in the statement of income and expenditure.


Notes to the standalone financial statements for the year ended March 31, 2020

C. PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE ASSETS

i. Property Plant & Equipment

Property, plant and equipment and capital work-in-progress are stated at cost net of accumulated depreciation and accumulated impairment loss, if any. The cost comprises purchase price, borrowing costs if capitalization criteria are met, directly attributable cost of bringing the asset to its working condition for the intended use and initial estimate of decommissioning, restoring and similar liabilities. Any trade discounts and rebates are deducted in arriving at the purchase price

ii. Depreciation on property, plant and equipment

Depreciation on property, plant and equipment is calculated on straight line method using on pro-rata basis using the rates specified in Schedule II to the Companies Act, 2013 or useful lives estimated by management. The organisation has used following rates to provide depreciation on its property, plant and equipment:

Property, plant and equipment Useful Life (in years)

Office Building 60

Electrical fittings

Documents

NOTICE OF 21ST ANNUAL GENERAL MEETING...1 NOTICE OF 21ST ANNUAL GENERAL MEETING I N D I A N B R O A D C A S T I N G F O U N D A T I O N (Not for Profit) CIN: U74899DL1999NPL101705