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Directors Report of New Delhi Television Ltd.

Mar 31, 2014

To The Members,

The Directors have pleasure in presenting the Twenty Sixth Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2014.

Financial Results

The summarized financial results for the year ended March 31, 2014 are as follows:- (Rs in Million ) Year ended Year ended 31.03.2014 31.03.2014 Standalone Consolidate

Business Income 3497.70 4601.00

Other Income 133.94 356.69

Total Income 3631.64 4957.69

Profit/(Loss) before Tax (531.04) (759.73)

Current Tax 4.46 126.56

Deferred Tax - (43.24)

Tax on earlier years - (0.16)

Net Profit/(Loss) after Tax (535.50) (842.89)

Share of minority - (34.83)

Share in profit of associate - (3.56)

Profit /(Loss) for the year carried to

Reserves and Surplus - (811.62)

Balance brought forward from previous year (1202.12) (1245.82)

Addition on account of merger - -

Profit carried to Balance Sheet (1737.62) (2057.44)

(Rs in Million) Year Ended Year Ended 31.03.2013 31.03.2013 Standalone Consolidate Business Income 3908.83 5268.17

Other Income 109.73 245.96

Total Income 4018.56 5514.13

Profit/(Loss) before Tax 195.04 87.94

Current Tax 8.34 82.82

Deferred Tax - 0.69

Tax on earlier years - -

Net Profit/(Loss) after Tax 203.40 5.81

Share of minority - 12.07

Share in profit of associate - 1.23

Profit /(Loss) for the year carried to Reserves and Surplus - 19.11

Balance brought forward from previous year 1177.81 1264.93

Addition on account of merger 179.09 -

Profit carried to Balance Sheet 1202.12 1245.82

The Year Under Review

During the year under review, the Company achieved a turnover of Rs. 3631.64 million and operating loss before depreciation, interest and tax of Rs. (101.05) million.

The Company''s operating loss before tax was Rs. (531.04) million, operating loss after tax was Rs. (535.50) million and earning per share Rs. (8.31) (Basic) and Rs. (8.31) (Diluted).

A detailed review of the Company''s operations has been provided in the Management Discussion and Analysis Report, which forms part of this report.

Audited consolidated financial statements for the year ended March 31, 2014 also form a part of this Report.

Dividend

For the year under review, the Board of Directors do not recommend any dividend.

Deposits

The Company has not accepted/renewed any deposits from the public during the year.

Corporate Governance

The Company''s Corporate Governance Report is attached and forms a part of this report.

Subsidiary Companies

During the year, the Company accorded its in-principle approval to the merger of NDTV Labs Limited with NDTV Convergence Limited, both step down subsidiaries of the Company.

The liquidation of NDTV (Mauritius) Multimedia Limited is underway and is expected to be completed this year.

Compliance Officer

The Company Secretary and Compliance officer of the Company, Mr. Anoop Singh Juneja has resigned from the services of the Company. The Company has accepted his resignation and relieved him of his responsibilities w.e.f. May 31, 2014.

The Company is in process of identifying a Compliance Officer and Company Secretary in place of Mr. Anoop Singh Juneja.

Reduction of Capital

During the year ended 31st March, 2013 the Board of Directors accorded their approval to the reduction in capital (Securities Premium) vide which Securities Premium Account of the Company as on September 30, 2012 is proposed to be reduced from Rs. 507.70 Crores to Rs. 351.97 Crores; and that such reduction is proposed to be utilized for writing off the deficit in the statement of Profit and Loss Account as on September 30, 2012 of Rs. 155.73 Crores.

The Company had filed a Petition before the Hon''ble Delhi High Court for its approval on December 9, 2013. The Income tax department and a shareholder intervened in the matter and filed their objections. The Company has filed its response to the objections and the matter is pending before the Hon''ble Court for its approval.

Tax Demand

A tax demand of Rs. 450 Crores was raised against the Company vide the Assessment order dated February 21, 2014 issued by the tax department for the assessment year 2009-10 (Financial Year 2008-09). The aforesaid tax demand has resulted due to erroneous and incorrect view taken by the tax department of the transaction vide which an investment of US$ 150 Million was made by Universal Studios International B.V.

The transaction was indeed a bonafide and genuine transaction, where funds were transferred from Universal Studios International B.V., which was a GE Company at that time, an organization of international prestige and repute, for subscription of shares in overseas subsidiary of NDTV. The funds were raised with the involvement of intermediaries like law firms and bankers on the end of both the parties. The funds were transferred through normal banking channels and all the required compliances were made in respect thereof. Further, the documents and confirmations required by the tax department during the course of assessment and investigation proceedings were provided to the tax department, including an apostilled copy of the confirmation from Universal Studios International B.V. to the effect that the investment of US$ 150 Million was made by Universal Studios International B.V., for subscription of shares in overseas subsidiary of NDTV.

The Company did not make any payment when the tax demand notice of Rs. 450 Crores raised vide the Assessment order dated February 21, 2014 was received. Instead, the Company filed an appeal before the Income Tax Appellate Tribunal challenging the aforesaid Assessment Order vide which the demand was made. In the course of the proceedings before ITAT, a stay order was passed by the ITAT (order dated March 26, 2014 and April 21, 2014), vide which an interim stay has been granted on payment of an amount of Rs. 5 Crores only.

Financial Statements of the Subsidiary Companies

The Ministry of Corporate Affairs, Government of India, vide General Circular No.2/2011 dated February 8, 2011 had granted general exemption under Section 212 of the Companies Act, 1956, waiving the requirement to publish individual

balance sheets, profit & loss accounts, directors'' reports and auditors'' reports of the subsidiaries and other documents otherwise required to be attached to the Company''s accounts. However, the annual accounts of the subsidiary companies and the related detailed information shall be made available to the members of the holding and subsidiary companies seeking such information. The annual accounts of the subsidiary companies shall be kept open for inspection by any member at the registered office of the Company and the respective subsidiary companies.

The Company shall furnish a hard copy of details of accounts of subsidiary companies, upon receipt of a requisition from any shareholder.

Employee Stock Option Plan (ESOP-2004)

The Company had instituted the Employee Stock Option Plan - ESOP 2004 to grant equity-based incentives to all its eligible employees. The ESOP 2004 as approved by the members on September 19, 2005, provides for grant of 4057 thousand options to employees of the Company by the ESOP Committee at an exercise price of Rs. 4/- each, representing one share for each option upon exercise. The maximum tenure of these options granted is 7 years from the date of grant.

Further, the Company had amended the ESOP 2004 Scheme incorporating a clause giving the employees a right to surrender the options. Consequently, employees holding options equivalent to 18,01,925 had exercised their right to surrender.

The details as per the requirements of SEBI (ESOS & ESPS) Guidelines, 1999 are annexed to and form part of this Report.

Employee Stock Purchase Scheme 2009 (ESPS -2009)

The Company had instituted the Employee Stock Purchase Scheme 2009 (the "Scheme") for employees of the Company and its subsidiaries by granting shares thereunder. Accordingly, the Scheme was formulated in accordance with the SEBI (ESOS & ESPS) Guidelines, 1999.

The Scheme was approved by the members on March 10, 2009, through a postal ballot and provides for allotment of 21,46,540 (Twenty one lakhs forty six thousand five hundred and forty) equity shares to the eligible employees of the Company by the ESOP & ESPS Committee at an exercise price of Rs. 4/- each.

The details as per the requirements of SEBI (ESOS & ESPS) Guidelines, 1999 are annexed and form part of this Report.

Significant Events and Social Initiatives

The Company has been organizing various social awareness programs and campaigns in various fields, which continued to create awareness and generate enormous support.

NDTV-Vedanta Our Girls Our Pride : NDTV & Vedanta came together to launch ''Our Girls Our Pride'', a first of its kind national movement to create awareness about issues related to the girl child on 19th August, 2013 in Delhi. The campaign aimed at creating awareness about the 4 main issues related to India''s girl child: Nutrition, Education, Health, Foeticide and Infanticide. It also aimed at raising funds to make a positive difference in lives of as many girls in India as possible and demanding changes in Policy. Priyanka Chopra was named the brand ambassador for the campaign.

Through the campaign, diverse issues related to the girl child were covered with special documentaries from across the country. In an attempt to create further awareness about this initiative, NDTV hosted the ''Paint for the girl child'' activity across New Delhi, Mumbai, Kolkata and Udaipur simultaneously on 26th October, 2013. The campaign culminated with a special fundraiser on 1st December, 2013 to raise awareness and support for India''s girl child. The day was dedicated to honoring and encouraging India''s girls to find their voice, become independent, follow their dreams and make a place for themselves in society. The day-long TELETHON was televised LIVE across NDTV 24x7, NDTV India, NDTV Profit and NDTV Goodtimes. Hosted by Vikramaditya Chandra and Campaign Ambassador

Priyanka Chopra, the telethon featured some heart wrenching examples of the plight of Indian girls, many inspiring stories of women and girls who have beaten the odds, engaging and thought stimulating discussions with various experts and stakeholders, entertaining acts, live on-air donations and more.

A host of prominent personalities including Shah Rukh Khan, Aamir Khan, Karan Johar, Kajol, Aruna Jayanthi, CEO- Capgemini, Kiran Mazumdar Shaw, Chairman & Managing Director-Biocon Limited, Vinita Bali, CEO-Britannia, Anu Aga, MP-Rajya Sabha & Former Chairperson-Thermax, Suhel Seth, Karisma Kapoor, Anushka Sharma, Shaan, Sania Mirza, Shahnaz Husain, Alia Bhat, Varun Dhawan, Ayushman Khurrana, Kunal Kohli, Vandana Luthra and more, joined Vikramaditya Chandra and Priyanka Chopra, who took center-stage to appeal to millions of viewers to generate maximum funds for this worthy cause. The telethon successfully generated funds to support an annual education of over two thousand girls, with the Indian Film & TV fraternity, Corporate Houses, Athletes, NGO''s and others contributing wholeheartedly to this cause.

NDTV won the Outstanding CSR Award 2014 in the Electronic Media Sector for this campaign.

NDTV-Grundfos Mission Energy Campaign: In February 2014, NDTV and Grundfos joined hands for Mission Energy, a campaign on energy efficiency with two simple aims: inspiring people to cut down their carbon footprint and drawing attention to the power of an individual in creating a cleaner and greener future.

In order to meet India''s growing energy demand, it is important not only to increase electricity-generating capacity, preferably through renewable sources but also use energy efficiently. In light of this, the campaign is actively engaging with the country''s leading experts, policy makers, conservationists, leading industry voices and NGOs to highlight the growing requirement for energy efficiency in India. With an agenda to raise awareness about issues that affect each one of us and help chart out a roadmap to a sustainable future, the campaign calls attention to the need for stringent energy efficiency norms and encourage corporates to develop and promote energy efficient products. Team Mission Energy is also reaching out to the general public to create awareness on how, at an individual level too, one can contribute towards energy conservation.

Union Minister of New and Renewable Energy Dr. Farooq Abdullah, Dr. R K Pachauri, DG-TERI, Ms. Sunita Narain, DG- CSE, Mr. Kirit Parikh, Former Member, Planning Commission, Dr. Prem Jain, Chairman, Indian Green Building Council - CII, Dr. Koshy Cherail, President-AEEE and Dr. Arunabha Ghosh, CEO-CEEW, Rana Daggubati and Cyrus Sahukar, Actors amongst others have already lent their support to the campaign.

Energy Challenge: In order to actually demonstrate how an organization/individual can make a difference to the planet through small but focused efforts, the campaign has thrown open a 60-day Energy Challenge to the public. This has been taken up by more than a hundred participants across four user categories: manufacturing companies, commercial buildings, educational institutes and residential homes. Challenge contenders are making simple changes that will reflect in their next energy bills - switching to LED lights, installing solar planes/heaters/geysers, turning off appliances when not in use, not wasting water etc. These steps have been suggested and approved by CII. Some of the entries include those by Indian Oil Corporation, Indian School of Business, Hindustan Coca-Cola Beverages Pvt. Ltd, Larsen & Toubro Limited, Kohinoor Hospital, Volkswagen India Pvt. Ltd., Tata Motors Limited, Maharaja Sayjirao University of Baroda.

Mission Energy is supported by AEEE as Energy Efficiency Partner and CII as Knowledge Partner.

Save Our Tigers: NDTV, with Aircel, one of India''s leading mobile players, relaunched Year 3 of the ''Save our Tigers''. The current edition will focus on and highlight key factors - existing buffer zones and corridors to be clearly identified and control to be ensured by forest department; local community involvement; strengthening of forest department; human-animal conflict management solutions; bio-diverse forest areas to remain inviolate and push for political will.

The launch of the 3rd season of Aircel NDTV-''Save Our Tigers'' initiative witnessed the coming together of well-known personalities from different walks of life to participate in a panel discussion and set key focus areas for the season. Present on the occasion were Belinda Wright, Executive Director-WPSI, Anupam Vasudev, Chief Marketing Officer- Aircel; Dr. K. Ramesh from Wildlife Institute of India; S P Yadav, ADIG-NTCA; Dr. Anish Andheria, Director, Wildlife Conservation Trust; Bittu Sahgal, Editor of Sanctuary Asia and was anchored by Vikramaditya Chandra.

Save our Tigers partners with Sanctuary Asia and Wildlife Conservation Trust as Knowledge partners.

Further details of the significant events and agreements appear in the Management Discussion and Analysis Report, which form part of this Report.

Directors

Mr. K.V.L. Narayan Rao, Director, is liable to retire by rotation at the ensuing Annual General Meeting and is eligible to be re-elected.

In accordance with sections 149, 152 and all other applicable provisions, if any, of the Companies Act, 2013, approval of the shareholders is being sought for the appointment of Mr. Amal Ganguli, Mr. Vijaya Bhaskar Menon, Mr. Pramod Bhasin and Ms. Indrani Roy as Independent Directors not liable to retire by rotation for a period of five years w.e.f. April 1, 2014.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts for the financial year ended March 31, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. that the Directors have prepared the accounts for the financial year ended March 31, 2014 on a going concern basis.

Auditors

The Auditors of the Company, M/s. Price Waterhouse, Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting(AGM) of the Company and are eligible for re-appointment. They have confirmed that their re-appointment as Auditors of the Company, if made, would be in accordance with the limits specified under Section 141 of the Companies Act, 2013. Your Directors recommend their re-appointment as Auditors of the Company.

With reference to point no. 6 of the Auditors'' Report to the members of the Company on the financial statements for financial year 2013-14; the Directors state that the Company shall take the approvals of members of the Company in the ensuing AGM of the Company in respect of the managerial remuneration payable to certain Directors of the Company, as referred in the note 31 to the financial statements of the Company.

Further, with reference to point no. 6 of the Auditors Report to the members of the Company on the consolidated financial statements for financial year 2013 - 14; the Directors state that the respective subsidiary companies have filed the necessary applications with the Central Government for obtaining its approval(s) in respect of the managerial remuneration payable to its Directors, as referred in the note 33(b) to the consolidated financial statements of the Company. The aforesaid Central Government''s approval(s) are awaited. The Company shall also take the approvals of members of the Company in the ensuing AGM of the Company in respect of the managerial remuneration payable to certain Directors of the Company, as referred in the note 33(b) to the consolidated financial statements of the Company. Further, the Company shall take the approvals of members of the Company as per the applicable provisions of the Companies Act, 2013 (corresponding to erstwhile Section 314(1) and other applicable provisions, if any, of the Companies Act, 1956) in the ensuing AGM of the Company in respect of the managerial remuneration payable to Director of a subsidiary company, as referred in the note 33(b) to the consolidated financial statements of the Company. The respective subsidiary companies have filed the representations with the Central Government w.r.t. rejected / partially approved applications filed by said subsidiary companies for the managerial remuneration paid in prior years, as referred in the note 33(b) to the consolidated financial statements

of the Company. The final approvals/ decisions of Central Government are awaited.

The qualification(s) of the Auditors in their reports read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

Cost Auditor

During the year under review M/s Sanjay Gupta & Associates, Cost Accountants were appointed for the audit of Cost Accounts maintained by the Company for the year ended 31st March, 2014.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988, the following information is provided:

A. Conservation of Energy

Your Company is not an energy intensive unit. However regular efforts are made to conserve energy.

B. Research and Development

The Company continuously makes efforts towards research and developmental activities whereby it can improve the quality and productivity of its programs.

C. Foreign Exchange Earnings and Outgo

During the year, the Company had foreign exchange earnings of Rs 202.93 million (previous year Rs. 163.75 million). The foreign exchange outgo on subscription, uplinking and news service, travelling, consultancy and professional fees, repairs and maintenance and other expenses amounted to Rs. 109.14 million (previous year Rs. 203.47 million). Outgo on account of capital goods and others was Rs. 63.13 million (previous year Rs. 94.69 million).

Personnel

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the Employees are set out in the annexure forming part of this report.

The Director''s Report is being sent to all the members excluding this annexure. Any shareholder interested in obtaining the copy of this annexure may send a request to the Company at its registered office address.

Acknowledgements

Your directors acknowledge with thanks the support and co-operation extended by the Investors, Bankers, Business Associates and employees at all levels for their valuable patronage.

For and on behalf of the Board

Dr. Prannoy Roy Executive Co- Chairperson

Radhika Roy Executive Co- Chairperson

Place : New Delhi Date : July 4, 2014


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report and Audited Accounts of the Company for the fnancial year ended March 31, 2013.

Financial Results

The summarized fnancial results for the year ended March 31, 2013 are as follows:-

Year ended Year ended Year ended Year ended 31.03.2013 31.03.2013 31.03.2012 31.03.2012 (Rs. in Crores) (Rs. in Crores) (Rs. in Crores) (Rs. in Crores) Standalone Consolidated Standalone Consolidated

Business Income 392.56 526.81 377.90 483.37

Other Income 9.29 24.60 30.78 22.89

Total Income 401.85 551.41 408.68 506.26

Proft/(Loss) before Tax (19.50) 8.79 (17.40) (86.22)

Employee Stock Compensation Expense

Provision for Tax/Others 0.84 8.21 1.75 9.04

Share of Minority (1.20) (6.22)

Share in proft of associates 0.12 1.67

Exceptional gain on dilution in stake in a subsidiary

Net Proft/(Loss) after Tax (20.34) 1.91 (19.15) (87.37)

Balance brought forward from Previous year (117.78) (126.49) (98.64) (49.42)

Addition on account of merger 17.90

Adjusted against reserve & surplus as per

Scheme of Arrangement of merger

Adjustment against appropriation of minority 10.30

Appropriation:

Transfer to General Reserve

Proposed Dividend on Equity Shares

Tax on Dividend

Proft carried to Balance Sheet (120.21) (124.58) (117.78) (126.49)

The Year Under Review

During the year under review, the Company achieved a turnover of Rs. 401.85 crores and operating Proft before depreciation, interest and tax of Rs. 19.20 crores.

The Company ''s operating loss before tax was Rs. (19.50) crores, operating loss after tax was Rs. (20.34) crores and earning per share Rs. (3.15) (Basic) and Rs. (3.15) (Diluted).

A detailed review of the Company ''s operations has been provided in the Management Discussion and Analysis Report, which forms part of this report.

Audited consolidated fnancial statements for the year ended March 31, 2013 also form a part of this Report.

Dividend

For the year under review, the Board of Directors do not recommend any dividend.

Deposits

The Company has not accepted/renewed any deposits from the public during the year.

Corporate Governance

The Company ''s Corporate Governance Report is attached and forms a part of this report.

The Company

During the year, Company transferred 51% stake in Metronation Chennai Television Limited (MNC) to "Educational Trustee Company Private Limited", pursuant to which MNC ceased to be a subsidiary of the Company with effect from September 29, 2012.

Scheme of Amalgamation

During the year, NDTV One Holdings Limited has merged into the Company with effect from November 2, 2012. Pursuant to the merger, the Company now holds 100% shares in NDTV (Mauritius) Multimedia Limited and 10% shares in Astro Awani Network Sdn Bhd.

Subsidiary Companies

The Board has accorded its in-principle approval for NDTV Worldwide Limited, a subsidiary of the Company, to enter into the e-commerce business. Post approval from the Board an entity named NDTV E-Commerce Private Limited (name subsequently changed to ''NDTV Ethnic Retail Private Limited'') was incorporated on February 28, 2013.

The investments held by NDTV Networks Limited in Turner General Entertainment Networks India Private Limited ("TGEN"), the erstwhile NDTV Imagine Limited and NGEN Media Services Private Limited were transferred to Turner Asia Pacifc Ventures, Inc and Genpact India Holdings, Mauritius, respectively, during the year.

Further, an overseas step down subsidiary NDTV Emerging Markets B.V was liquidated during the year. Also an overseas step-down subsidiary NDTV Worldwide Mauritius Limited amalgamated with NDTV (Mauritius) Multimedia Limited.

Reduction of Capital

During the year ended 31st March, 2013 the Board of Directors accorded their approval to the reduction in capital (Securities Premium) vide which Securities Premium Account of the Company as on September 30, 2012 is proposed to be reduced from Rs. 507.70 Crores to Rs. 351.97 Crores; and that such reduction is proposed to be utilized for writing off the defcit in the statement of Proft and Loss Account as on September 30, 2012 of Rs. 155.73 Crores. The Company has fled the applications with BSE and NSE under clause 24(f) of the Listing Agreement to obtain No objection/ consent from them and SEBI for the same.

Financial Statements of the Subsidiary Companies

The Ministry of Corporate Affairs, Government of India, vide General Circular No.2/2011 dated February 8, 2011 has granted general exemption under Section 212 of the Companies Act, 1956, waiving the requirement to publish individual balance sheets, proft & loss accounts, directors'' reports and auditors'' reports of the subsidiaries and other documents otherwise required to be attached to the Company ''s accounts. However, the annual accounts of the subsidiary companies and the related detailed information shall be made available to the members of the holding and subsidiary companies seeking such information. The annual accounts of the subsidiary companies shall be kept open for inspection by any member at the registered offce of the Company and the respective subsidiary companies. The Company shall furnish a hard copy of details of accounts of subsidiary companies, upon receipt of a requisition from any shareholder.

Employee Stock Option Plan (ESOP-2004)

The Company had instituted the Employee Stock Option Plan - ESOP 2004 to grant equity-based incentives to all its eligible employees. The ESOP 2004 as approved by the members on September 19, 2005, provides for grant of 4057 thousand options to employees of the Company by the ESOP Committee at an exercise price of Rs. 4/- each, representing one share for each option upon exercise. The maximum tenure of these options granted is 7 years from the date of grant.

Further, the Company had amended the ESOP 2004 Scheme incorporating a clause giving the employees a right to surrender the options. Consequently, employees holding options equivalent to 18,01,925 had exercised their right to surrender.

The details as per the requirements of SEBI (ESOS & ESPS) Guidelines, 1999 are annexed to and form part of this Report.

Employee Stock Purchase Scheme 2009 (ESPS -2009)

The Company had instituted the Employee Stock Purchase Scheme 2009 (the "Scheme") for employees of the Company and its subsidiaries by granting shares thereunder. Accordingly, the scheme was formulated in accordance with the SEBI (ESOS & ESPS) Guidelines, 1999.

The scheme was approved by the members on March 10, 2009, through a postal ballot and provides for allotment of 21,46,540 (Twenty one lakhs forty six thousand fve hundred and forty) equity shares to the eligible employees of the Company by the ESOP & ESPS Committee at an exercise price of Rs. 4/- each.

The details as per the requirements of SEBI (ESOS & ESPS) Guidelines, 1999 are annexed and form part of this Report.

Signifcant Events and Social Initiatives

The company has been organizing various social awareness programs and campaigns in various felds, which continued to create awareness and generate enormous support.

Greenathon : Launched in April 2008, the NDTV-Toyota Green campaign was India ''s frst ever-nationwide campaign to save the environment. The campaign is aimed at creating awareness about environmental issues by involving the people of the country to make a difference. It received an overwhelming response and garnered support from all corners of the world, including the country ''s leading corporate houses, top Bollywood stars, musicians, environmentalists, NGOs and educational institutions. This year to mobilize a mass movement, plastic/recyclable waste collection centers were set up across the country with encouraging everyone to keep their immediate environment clean. People in fve cities were called on to get their waste recycled. Actor Milind Soman ran 550 km in 15 days to raise awareness for the environment. Also supporting the Greenathon were Former Environment Minister Jairam Ramesh and Dr. Farooq Abdullah, Minister for New and Renewable Energy.

Toyota University Cricket Championship (TUCC) : NDTV launched a revolutionary concept to revive university cricket in India-Toyota University Cricket Championship (TUCC). Eight teams from four zones played in a T20 format for the title of being the best university in cricket. The aim was to nurture and promote budding cricketers and to bring about a REVOLUTION in the search for India ''s next big cricket talent. This initiative was backed by the Association of Indian Universities (AIU) and also had the full support of Ministry of HRD. Bollywood superstar Shah Rukh Khan took part in the opening ceremony and supported the event. TUCC drew huge crowds and was a great success. Matches were televised LIVE on national sports channels and the tournament turned out to be truly world-class.

Save Our Tigers : NDTV, with Aircel, one of India ''s leading mobile players, concluded the second term of the ‘Save our Tigers '' Telethon. The twelve hour television campaign was a massive success and received an overwhelming response and raised an amount of almost Rs. 6.00 crore for Tiger Conservation in India. The funds collected would be put into use to create "Tiger Defense Units" in major tiger reserves across the country. These units will comprise of men and machines, including the Rapid Response Units created in Year 1 that will work in concert with and will strengthen existing protection mechanisms in India ''s tiger reserves.

During the campaign wildlife champions from across the country came forward to extend a hand in saving the Tiger. Top tiger experts from the country came together too and appealed to the nation and the government to do their bit to help safeguard the national animal. Campaign ambassador Mr. Amitabh Bachchan highlighted the key issues of tiger conservation and keenly monitored events across the country from the central hub at Ranthambore Tiger Reserve.

Support My School : NDTV and Coca-Cola came together for the second edition of ‘Support My School '' campaign. In this campaign they were joined by Charities Foundation of India (CAF), UN-Habitat, World Vision, Plan India and Pearson to transform schools across the length and breadth of the county providing sanitation, separate toilets for girls and boys, drinking water, libraries, sports and recreation facilities along with improvement in their overall infrastructure and environment. Aspecial 12-hourtelethon was organized to promote the campaign and was supported by the campaign ambassador, Mr. Sachin Tendulkarand Bollywood icon Ms. Aishwarya Rai Bachchan.

A host of prominent personalities from Bollywood and TV fraternity, corporate houses, athletes, NGO ''s politicians contributed wholeheartedly to this cause and helped the mission to make a difference to as many schools as possible across the country.

NDTV Support My School Campaign won the 2012 Mother Teresa Memorial Award for Social Justice in 2012.

Marks for Sports: The NDTV-Nirmal Fit India Movement is the frst ever nationwide campaign aimed to change the way India thinks about ftness and inspire us to become a healthier nation. A vital mission of the campaign is ‘Marks for Sports '' which aims to make diverse types of sports a part of our children ''s lives.

Year 2 of the campaign was launched with the hope of reaching out to many more children, their parents and countless more schools and sports organizations with special focus on the overall state of ftness in India. This year ''s on air & ground activities focused on encouraging ftness all across India, with a large part of the campaign centred around the Fittest City Contest. The 6 contesting cities, Delhi, Hyderabad, Mumbai, Chandigarh, Bangalore and Kolkata were represented by their Fitness Ambassadors, Virender Sehwag, Sania Mirza, Bipasha Basu, Vijender Singh, Mahesh Bhupati and Baichung Bhutia, respectively.

NDTV-Nirmal Marks for Sports Campaign won the Best Social Media Campaign (Bronze) by EFFIE Awards in 2012.

Further details of the signifcant events and agreements appear in the Management Discussion and Analysis Report, which form part of this Report.

Directors

In accordance with the provisions of the Articles of Association of the Company, Mr. Amal Ganguli and Ms. Indrani Roy, Directors, are liable to retire by rotation at the ensuing Annual General Meeting and are eligible to be re-elected.

Directors '' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors '' Responsibility Statement, it is hereby confrmed:

1. that in the preparation of the annual accounts for the financial year ended March 31, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the fnancial year and of the proft or loss of the Company for the year under review.

3. that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. that the Directors have prepared the accounts for the fnancial year ended March 31, 2013 on a going concern basis.

Auditors

The Auditors of the Company, M/s. Price Waterhouse, Chartered Accountants, hold offce till the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment. They have confrmed that their re-appointment as Auditors of the Company, if made, would be in accordance with the limits specifed under Section 224(1B) of the Companies Act, 1956.

Your Directors recommend their re-appointment as Auditors of the Company.

With reference to point no. 6 of the Auditor''s Report to the members of the Company on the consolidated fnancial statements for fnancial year 2012-13; the Directors state that the Company has fled the necessary application(s) with the Central Government for obtaining its approval(s) in respect of the managerial remuneration payable to Directors, as referred in the note 33(b) to the consolidated fnancial statements of the Company for the fnancial year 2012-13.

The aforesaid Central Government''s approval(s) is awaited.

The observations of the Auditors in their report read together with the Notes on Accounts are self-explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

Cost Auditor

During the year under review M/s Sanjay Gupta & Associates, Cost Accountants were appointed with the approval of the Central Government for the audit of Cost Accounts maintained by the Company for the year ended 31st March, 2013.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988, the following information is provided:

A. Conservation of Energy

Your Company is not an energy intensive unit. However regular efforts are made to conserve energy.

B. Research and Development

The Company continuously makes efforts towards research and developmental activities whereby it can improve the quality and productivity of its programs.

C. Foreign Exchange Earnings and Outgo

During the year, the Company had foreign exchange earnings of Rs. 16.38 crores (previous year Rs. 20.51 crores). The foreign exchange outgo on subscription, uplinking and news service, travelling, consultancy, software expenses, website expenses, repairs and maintenance and other expenses amounted to Rs. 20.35 crores (previous year Rs. 15.58 crores). Outgo on account of capital goods and others was Rs. 9.47 crores (previous year Rs. 4.99 crores).

Personnel

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the Employees are set out in the annexure forming part of this report.

The Directors '' Report is being sent to all the members excluding this annexure. Any shareholder interested in obtaining the copy of this annexure may write to the Company Secretary at the registered offce of the Company.

Acknowledgements

Your Directors take this opportunity to thank the employees for their dedicated service and contribution to the Company. We also thank our business associates, banks, fnancial institutions and shareholders for their continued support to the Company. For and on behalf of the Board

Place : New Delhi Dr. Prannoy Roy

Date : May 9, 2013 Executive Co- Chairperson

Radhika Roy

Executive Co- Chairperson


Mar 31, 2012

The Directors have pleasure in presenting the Twenty Fourth Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2012.

Financial Results

The summarized financial results for the year ended March 31, 2012 are as follows:-

Year ended Year ended Year ended Year ended 31.03.2012 31.03.2012 31.03.2011 31.03.2011 (Rs. in Crores) (Rs. in Crores) (Rs. in Crores) (Rs. in Crores) Standalone Consolidated Standalone Consolidated

Business Income 377.90 483.37 354.56 425.02

Other Income 30.78 22.89 9.48 28.30

Total Income 408.68 506.26 364.04 453.33

Profit/(Loss) before Tax (17.40) (86.22) (94.92) (173.50)

Employee Stock Compensation Expense - - - -

Provision for Tax / Others 1.75 9.04 3.71 5.49

Share of Minority - (6.22) - (4.04)

Share in profit of associates - 1.67 - 1.06

Exceptional gain on dilution in - - - - stake in a subsidiary

Net Profit/(Loss) after Tax (19.15) (87.37) (98.64) (173.89)

Balance brought forward from previous year (98.64) (49.42) (77.93) 87.07

Addition on account of merger - - 1.75 -

Adjusted against reserve & surplus as per - - 76.18 37.39 Scheme of Arrangement of merger

Adjustment against appropriation of minority - 10.30 - -

Appropriation: (117.78) (126.49) (98.64) (49.42)

Transfer to General Reserve

Proposed Dividend on Equity Shares - - - -

Tax on Dividend - - - -

Profit carried to Balance Sheet (117.78) (126.49) (98.64) (49.42)

The Year under Review

During the year under review, the Company achieved a turnover of Rs 408.68 crores and operating Profit before depreciation, interest and tax of Rs.36.75 crores.

The Company's operating loss before tax was Rs. (17.40) crores, operating loss after tax was Rs. (19.15) crores and earning per share Rs. (2.97) (Basic) and Rs. (2.97) (Diluted).

A detailed review of the Company's operations has been provided in the Management Discussion and Analysis Report, which forms part of this report.

Audited consolidated financial statements for the year ended March 31, 2012 also form a part of this Report. Dividend

For the year under review, the Board of Directors do not recommend any dividend.

Deposits

The Company has not accepted/renewed any deposits from the public during the year.

Corporate Governance

The Company's Corporate Governance Report is attached and forms a part of this report.

The Company

During the year, the Company entered into significant agreements in respect of following transactions:

1. The Company and its JV partner, Kasturi and Sons Limited entered into a share purchase agreement with Educational Trustee Company Private Limited (ETCPL), promoters of the leading Tamil daily 'Dina Thanthi', to sell its stake in Metronation Chennai Television Limited (MNC). Pursuant to the aforesaid Share Purchase Agreement, the Company has received the approvals from Ministry of Information and Broadcasting for change in shareholding and Directors of MNC and for change in the name of the channel to 'Thanthi TV' and the channel logo. The transaction is expected to be completed shortly.

2. NDTV entered into an agreement with Dish Network ("Echostar") for live broadcast of the Channel NDTV 24X7 on the Dish Network in the USA. NDTV 24x7 is the only Indian TV channel to be part of Echostar's international base pack.

Scheme of Amalgamation

During the year, the Company filed application with the Hon'ble High Court of Delhi, for the merger of NDTV One Holdings Limited ("Transferor Company") with the Company ("Transferee Company"). Pursuant to the order of the Hon'ble High Court of Delhi, the court convened meeting of creditors and members were held on January 31, 2012 and the proposed cross border merger was approved by majority.

During the quarter ended June 30, 2012, final hearing on the Scheme was held on May 16, 2012 before Hon'ble High Court of Delhi and the approval to the Scheme was granted by the Hon'ble Court. Further, the Company has received the summary order dated May 16, 2012 and has applied for a certified copy of the detailed order. The same is yet to be received by the Company. The appointed date of Scheme is January 1, 2012, which will be effective on the filing of certified copy of the detailed order with the Registrar of Companies, NCT of Delhi & Haryana.

Further, the Company had initiated steps to simplify the structure of its direct and indirect subsidiaries in India and overseas. As part of this exercise, NDTV Two Holdings Limited and NDTV Three Holdings Limited, subsidiaries of the Company in Mauritius and NDTV Networks Plc, the UK subsidiary of the Company were liquidated during the year. The other subsidiary of the Company in Mauritius, namely NDTV (Mauritius) Media Limited was merged with NDTV One Holdings Limited, w.e.f. September 2011.

Subsidiary Companies and Growth

During the year, the Company acquired share capital of NDTV Worldwide Limited from NDTV Worldwide Mauritius Limited consequent to which NDTV Worldwide became direct subsidiary of the Company. NDTV Worldwide Limited is the media services division offering a range of services from setting up and managing channels to broadcast training, channel branding and technology consultancy.

Further, Delta Softpro Private Limited became wholly owned subsidiary of the Company subsequent to the acquisition of entire share capital of Delta Softpro by the Company on February 24, 2012.

Financial Statements of the Subsidiary Companies

The Ministry of Corporate Affairs, Government of India, vide General Circular No.2/2011 dated February 8, 2011 has granted general exemption under Section 212 of the Companies Act, 1956, waiving the requirement to publish individual balance sheets, profit & loss accounts, director's reports and auditor's reports of the subsidiaries and other documents otherwise required to be attached to the Company's accounts. However, the annual accounts of the subsidiary companies and the related detailed information shall be made available to the members of the holding and subsidiary companies seeking such information. The annual accounts of the subsidiary companies shall be kept open for inspection by any member at the registered office of the Company and the respective subsidiary companies.

The Company shall furnish a hard copy of details of accounts of subsidiary companies, upon receipt of a requisition, from any shareholder.

Employee Stock Option Plan (ESOP-2004)

The Company had instituted the Employee Stock Option Plan - ESOP 2004 to grant equity-based incentives to all its eligible employees. The ESOP 2004 as approved by the members on September 19, 2005 provides for grant of 4057 thousand options to employees of the Company by the ESOP Committee at an exercise price of Rs. 4/- each, representing one share for each option upon exercise. The maximum tenure of these options granted is 7 years from the date of grant.

Further, the Company had amended the ESOP 2004 Scheme incorporating a clause giving the employees a right to surrender the options. Consequently, employees holding options equivalent to 18,01,925 had exercised their right to surrender.

The details as per the requirements of SEBI (ESOS & ESPS) Guidelines, 1999 are annexed to and form part of this Report.

Employee Stock Purchase Scheme 2009 (ESPS -2009)

The Company had instituted the Employee Stock Purchase Scheme 2009 (the "Scheme") for employees of the Company and its subsidiaries by granting shares thereunder. Accordingly, the scheme was formulated in accordance with the SEBI (ESOS & ESPS) Guidelines, 1999.

The scheme was approved by the members on March 10, 2009, through a postal ballot and provides for allotment of 21,46,540 (Twenty one lakhs forty six thousand five hundred and forty) equity shares to the eligible employees of the Company by the ESOP & ESPS Committee at an exercise price of Rs. 4/- each.

The details as per the requirements of SEBI (ESOS & ESPS) Guidelines, 1999 are annexed and form part of this Report.

Significant Events and Social Initiatives

In its endeavor to create social awareness, the Company organized campaigns on a number of social issues to support education, health, rural electrification and awareness on climate change. All of these garnered massive public support and appreciation.

Greenathon: In partnership with the multinational automaker, Toyota, the Company in 2008 launched a nationwide campaign- "NDTV Toyota Greenathon" to spread awareness on climate change and rural electrification. Greenathon was supported by many bollywood actors, politicians, intellectuals and received an overwhelming response from people across the country. There have been four successful seasons of Greenathon campaign resulting in donations to help funding electrification in rural India. In the year 2012, the people have once more joined this campaign, through an epic Green Run, to spread the awareness on environmental change similar to the previous years.

Save Our Tiger: The Company in association with the telecom Company, Aircel, initiated a unique campaign - "Save Our Tiger". The campaign is aimed to create awareness among Indians about the rapidly decreasing tiger population in India. As part of the campaign a special show was aired to engage all the key stakeholders and tiger experts to voice their opinion on the actions needed to protect the tigers. The campaign ambassador, Mr. Amitabh Bachchan, highlighted the key issues of tiger conservation. The funds raised at telethon were donated to equip and train forest departments and to set up tiger task forces in key reserves across the country. For this NDTV has been joined by a dedicated partnership pledge from the Wildlife Conservation Trust (WCT).

"Save Our Tiger" campaign, won the Best Public Service Campaign for a brand by a news channel in 2011.

In the field of education, NDTV launched the 'Support My School' and 'Marks for Sports' campaigns.

Support My School Campaign: NDTV and its campaign partners Coca-Cola India, Charities Aid Foundation (CAF), UN-Habitat and Sulabh International jointly organised the "Support My School" campaign to create awareness on water and sanitation, environment and healthy active living. The campaign aimed to develop healthy, active and happy schools in rural and semi-urban towns. A special event was organized to promote the campaign and was supported by the campaign ambassador, Mr. Sachin Tendulkar and bollywood actor Mr. Sanjay Dutt. The funds raised at the event were donated for providing the facilities to more than 140 schools.

Marks for Sports campaign is the initiative under the "Fit India Movement" of NDTV and Nirmal Lifestyle. The campaign aims to promote inclusion of sports in the school curriculum. "Marks for Sports" aims to develop fitter, active and healthier lifestyles for the youth of today. As part of a special launch event, Development & Campaign Ambassador, Mr. Ranbir Kapoor emphasized the importance of Sports in school curriculum. The launch event was attended by various legendary sports personalities.

The 'Jeene ki Aasha' campaign focused on Maternal and Childcare issues around the country. The campaign was launched in 2011 with the Gates Foundation. The drive was encouraged by the various celebrities and by the goodwill ambassador of UNICEF. The campaign highlighted the poor healthcare services in the rural areas. The movement helped in improvement of healthcare services to great extent.

Further details of the significant events and agreements appear in the Management Discussion and Analysis Report, which forms part of this Report.

Directors

In accordance with the provisions of the Articles of Association of the Company, Mr. Vijaya Bhaskar Menon and Mr. Pramod Bhasin, Directors, are liable to retire by rotation at the ensuing Annual General Meeting and are eligible to be re-elected.

During the year, approval was granted by the Board to the appointment of Mr. Vikramaditya Chandra, as an Additional Director of the Company, subject to the receipt of requisite approval from the Ministry of Information and Broadcasting. The said approval was received on 26.09.2011 and Mr. Chandra was appointed as Additional Director on the Board w.e.f. November 1, 2011 to hold office till the ensuing Annual General Meeting of the Company and being eligible, offers himself for reappointment.

The Board has also approved the appointment of Mr. Vikramaditya Chandra as Group CEO and Executive Director of the Company for a period of five years with effect from November 1, 2011.The appointment of Mr. Chandra is subject to the approval of the members of the Company at the ensuing Annual General Meeting and Central Government, if necessary.

Further, the Board, on the recommendation of remuneration committee, has approved the appointment of Dr. Prannoy Roy and Mrs. Radhika Roy as the Executive Co-Chairpersons of the Company for a period of five years with effect from July 1, 2011 and the appointment of Mr. K V L Narayan Rao, as Executive Vice-Chairperson of the Company for a period of five years with effect from July 29, 2011.The aforesaid appointments are subject to the approval of the members of the Company at the ensuing Annual General Meeting and Central Government, if necessary.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts for the financial year ended March 31, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

3. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. that the Directors have prepared the accounts for the financial year ended March 31, 2012 on a going concern basis.

Auditors

M/s. Price Waterhouse (Bangalore) (FRN 007568S), statutory auditors of the Company have communicated that they do not wish to offer themselves for reappointment at the conclusion of their present term of appointment, at the ensuing Annual General Meeting of the Company.

Further, the Company has received consent letter from M/s Price Waterhouse (Kolkata) (FRN 301112E), Chartered Accountants indicating their willingness to serve as the statutory auditors of the Company, if appointed at the ensuing Annual General Meeting. They have confirmed that if they are appointed as the Statutory Auditors of the Company, their appointment will be in accordance with the limits specified u/s 224(1B) of the Companies Act, 1956.

The Board recommends the appointment of M/s Price Waterhouse-Kolkata (FRN 301112E), Chartered Accountants as the Statutory Auditor of the Company.

With reference to point no. 4 of the Auditors Report to the members, the Directors state that the Company is in the process of obtaining the approval of the Central Government for taking its approval in respect of the managerial remuneration of the Directors.

The observations of the Auditors in their report read together with the Notes on Accounts are self explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988, the following information is provided:

A. Conservation of Energy

Your Company is not an energy intensive unit. However regular efforts are made to conserve energy.

B. Research and Development

The Company continuously makes efforts towards research and developmental activities whereby it can improve the quality and productivity of its programmes.

C. Foreign Exchange Earnings and Outgo

During the year, the Company had foreign exchange earnings of Rs. 20.51 crores (previous year Rs. 17.30 crores). The foreign exchange outgo on subscription, uplinking and news service , travelling, consultancy, software expenses, website expenses, repairs and maintenance and other expenses amounted to Rs. 15.58 crores (previous year Rs. 21.50 crores). Outgo on account of capital goods and others was Rs. 4.99 crores (previous year Rs. 4.61 crores).

Personnel

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the Employees are set out in the annexure forming part of this report.

The Director's Report is being sent to all the members excluding this annexure. Any shareholder interested in obtaining the copy of this annexure may write to the Company Secretary at the registered office of the Company.

Acknowledgements

Your Directors express their grateful thanks and appreciation for the assistance and cooperation received from the investors, members, bankers and business associates for the cooperation extended to the Company. Your Directors also wish to thank the employees for the excellent performance and contribution to the Company's progress during the year under review.

For and on behalf of the Board

Place : New Delhi Dr. Prannoy Roy

Date : July 31, 2012 Executive Co- Chairperson

Radhika Roy

Executive Co- Chairperson

 
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