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Directors Report of New Delhi Television Ltd.

Mar 31, 2018

DEAR MEMBERS,

The Directors have pleasure in presenting the Thirtieth (30th) Annual Report and audited financial statements of the Company for the financial year ended March 31, 2018.

FINANCIAL RESULTS AND STATE OF AFFAIRS

The financial performance of the Company (standalone and consolidated) for the year ended March 31, 2018 as compared to the previous financial year ended March 31, 2017 is summarized as under:-

(Rs. in Million)

Year ended 31.03.2018

Year ended 31.03.2017

Year ended 31.03.2018

Year ended 31.03.2017

Standalone

Consolidated

Business Income

3 ,003.26

3,777.62

4,290.07

4,899.89

Other Income

1 13.21

124.41

106.99

114.65

Total Income

3 ,116.47

3,902.03

4,397.06

5,014.54

Profit/(Loss) before exceptional and extra-ordinary items and tax

(491.50)

(369.81)

(613.62)

(711.05)

Share in Profit/(Loss) of associate

-

-

17.14

2.03

Exceptional items

74.00

136.27

74.00

Current Tax

3.04

7.07

124.19

80.08

Deferred Tax credit

-

-

(9.78)

(1.10)

Tax for earlier years

(3.50)

(0.26)

(3.56)

(0.24)

Profit/(Loss) after Tax

(614.36)

(450.62)

(843.60)

(861.76)

Remeasurement of defined benefit obligations

(34.44)

(9.98)

(38.55)

(11.00)

Total comprehensive income / (loss) for the year

(648.80)

(460.60)

(882.15)

(872.76)

Non controlling interest

-

-

(43.50)

(57.68)

Other comprehensive income is attributable to:

-

-

(0.27)

(0.16)

Non controlling interest

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

(648.80)

(460.60)

(838.92)

(815.00)

Balance Profit/(Loss) brought forward from previous year

(2,494.60)

(2,034.00)

(2,940.22)

(2,125.08)

Balance as at the end of the year

(3,143.40)

(2,494.60)

(3,779.14)

(2,940.22)

Earning Per Share

(9.53)

(6.99)

(12.41)

(12.47)

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements), 2015 and IND AS 110 - Consolidated Financial Statements read with IND AS 28 - Investments in Associates and IND AS 31 - Interests in Joint Ventures, the audited consolidated financial statements are provided in the Annual Report.

OPERATIONAL HIGHLIGHTS

A detailed review of the Company’s operations has been provided in the Management Discussion and Analysis Report in terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 which forms part of this Report.

TRANSFER TO RESERVES

The Company has not made any transfer to the reserve during the financial year 2017-18.

DIVIDEND

In view of the loss, no dividend has been recommended for the financial year 2017-18.

DEPOSITS

The Company has not accepted/renewed any deposits from the public during the year and there are no outstanding deposits.

CORPORATE SOCIAL RESPONSIBILITY

In view of the loss incurred, provisions of Section 135 of the Companies Act, 2013 relating to incurring expenditure on Corporate Social Responsibility, are not applicable to the Company. However, as a responsible corporate, the Company has taken various initiatives for the benefit of the society and various other stakeholders, the details of which are provided in this Report as Annexure 1.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements, as stipulated under the various regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013. A report on Corporate Governance along with certificate on its compliance forms a part of the Annual Report.

SUBSIDIARIES AND ASSOCIATE COMPANIES

As per the approvals of the Board of Directors and the members of the Company, NDTV Networks Limited (“Networks”), a subsidiary of the Company, had completed the sale of its 2% shareholding, held in Lifestyle & Media Holdings Limited (formerly known as NDTV Lifestyle Holdings Limited) (“Lifestyle Holdco”) to Nameh Hotels & Resorts Private Limited (“Nameh”), on March 30, 2018. Consequently, Lifestyle Holdco and its direct and indirect subsidiaries i.e. Lifestyle & Media Broadcasting Limited (formerly known as NDTV Lifestyle Limited), Indianroots Shopping Limited (formerly known as NDTV Ethnic Retail Limited) and Indianroots Retail Private Limited, ceased to be subsidiaries of the Company w.e.f. March 30, 2018. However, now these entities are Joint Ventures and the Company is currently holding 49% shareholding of Lifestyle Holdco through Networks.

The Company and NDTV Convergence Limited (“Convergence”), a subsidiary of the Company, will be selling off their entire stake in Special Occasions Limited (“SOL”), another subsidiary of the Company. The Company and Convergence own and hold, collectively 95% of the total, issued, subscribed and paid-up equity share capital of SOL, which will be sold to Wedding Junction Private Limited, for Rs. 100 per equity share. Pursuant to the completion of the aforementioned sale of stake by the Company and Convergence, SOL will cease to be a subsidiary of the Company. This is also in keeping with the Company’s stated position of concentrating only on its core business and moving out of the ancillary businesses. The Board of Directors approved the sale of the entire stake of the Company in SOL, at their meeting held on July 18, 2018.

During the financial year under review, the Registrar of Companies (“ROC”) approved application filed by Red Pixel Gadgets Limited, a subsidiary of the Company, for striking off its name from the Register of ROC on June 19, 2017.

Details of the subsidiary companies and associate company of the Company have also been mentioned in Form MGT - 9, which forms a part of this Report.

A report on performance and financial position of each of the subsidiary companies and associate company in the format AOC-1 under the Companies Act, 2013, is provided in the consolidated financial statements of the Company.

MATERIAL SUBSIDIARIES

The Company’s policy on “material subsidiary” is placed on the Company’s website and can be accessed at http://www.ndtv.com/material-subsidiary-policy

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITY PROVIDED

Details of loans, investments, guarantees and security provided pursuant to the provisions of Section 186 of the Companies Act, 2013, are mentioned in notes forming part of the standalone financial statements of the Company.

After the end of Financial Year under review, the Board of Directors at their meeting held on July 18, 2018 has approved the Corporate Guarantee of Rs. 29 crores and pledge up to 29% of its shareholding in Red Pixels Ventures Limited, a subsidiary of the Company, in favour of IndusInd Bank Limited (“IBL”), w.r.t. credit facilities of Rs. 29 crores availed by NDTV Networks Limited, a subsidiary of the Company, from IBL.

DETAILS OF BOARD MEETINGS

During the financial year under review, eight (8) meetings of the Board of Directors were held, details of which along with the details of attendance of Directors of the Company at the said meetings have been provided in the Corporate Governance Report, which forms part of the Annual Report. A calendar of meetings for every year is prepared and circulated in advance to the Directors.

AUDIT COMMITTEE

Composition of the Audit Committee of the Board, along with the details of meetings held during the financial year under review and attendance of Committee members at the said meetings, have been provided in the Corporate Governance Report, which forms part of the Annual Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Dr. Prannoy Roy, Executive Co-Chairperson is liable to retire by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible offers himself for re-appointment.

During the financial year under review, Mr. K.V.L. Narayan Rao, Executive Vice-Chairperson and Group CEO, passed away on November 20, 2017. The Board of Directors of the Company placed on record their tribute to Mr. Rao as under:

Mr. Rao was an exceptional leader. He had unshakeable integrity and his ability to make time to address the concerns of every person at NDTV, no matter how senior or junior, was what NDTV counted on day after day as an institution - among many other qualities that he brought to work day after day as the CEO. Board members observed one minute silence to honour the memory of Mr. K.V.L. Narayan Rao.

During the financial year under review, Ms. Suparna Singh has been appointed as Group CEO & KMP and Mr. Saurav Banerjee has been elevated to Group Co-CEO & KMP w.e.f December 4, 2017. Further Mr. Ravi Asawa has been appointed as Group CFO & KMP w.e.f December 4, 2017. Mr. Navneet Raghuvanshi resigned as Company Secretary and Compliance Officer w.e.f. March 12, 2018 and Mr. Hemant Kumar Gupta has been appointed as Company Secretary and Compliance Officer w.e.f. March 12, 2018.

Brief resume/details regarding Director proposed to be re-appointed as above are furnished in the Notice of the AGM.

INDEPENDENT DIRECTORS

Ms. Indrani Roy, Mr. Kaushik Dutta and Mr. John Martin O’Loan are the Independent Directors of the Company. During the financial year under review, Mr. Amal Ganguli, Independent Director of the Company, passed away on May 8, 2017. The Board of Directors of the Company acknowledged that passing away of Mr. Amal Ganguli is a huge loss to the Company, its employees and all other stakeholders.

The Company has received declaration of independence from all Independent Directors in accordance with the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of familiarisation program for Independent Directors are available on the website of the Company at: http://www.ndtv.com/details-of-familiarisation-programme.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) & (5) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgments and estimates made that are 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 2017-18 and of the loss of the Company for that period;

c) proper and sufficient care has been taken 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 annual accounts for the financial year ended March 31, 2018 have been prepared on a going concern basis;

e) internal financial controls were followed by the Company and they are adequate and are operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

In terms of Section 134 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors report to the Audit Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of Internal Control System, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby further strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee from time to time.

The Company has in place adequate internal financial controls commensurate with the size and scale of the operations of the Company. During the period under review, such controls were tested and no reportable material weakness in the design or operations were observed.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy. The mechanism under the Policy has been communicated within the organisation. The objective of this mechanism is to eliminate and help to prevent malpractices, to investigate and resolve complaints, take appropriate action to safeguard the interests of the Company and to ensure that whistleblower is protected. The Company has appointed an Independent Ombudsman for the purpose of reporting, enforcing and monitoring the Whistle Blower Policy and procedures. The details of the Vigil Mechanism have been provided in the Corporate Governance Report and are also available on the website of the Company at: http://www.ndtv.com/vigil-mechanism.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has carried out the annual, evaluation of its own performance, the performance of the Directors individually the performance of its committees. The performance of individual directors was evaluated on parameters, such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and its minority shareholders, attendance at meetings, effective participation, vision and strategy, etc.

RELATED PARTY TRANSACTIONS

All transactions with related parties were in the ordinary course of business and on an arm’s length basis and were approved by the Audit Committee. Details of related party transactions have been disclosed in the notes to the financial statements.

There were no transactions which could be considered material in terms of the Company’s Policy on materiality of related party transactions. Further, there were no transactions that were required to be reported in Form AOC-2.

The policy on related party transaction has been placed on the website of the Company at: http://www. ndtv.com/related-party-transaction-policy.

RISK MANAGEMENT POLICY

Pursuant to Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a risk management policy and identified risks and is taking appropriate steps for their mitigation. The Board of Directors doesn’t foresee any immediate risk which threatens the existence of the Company. The details of the Risk Management Policy of the Company are available on the website of the Company at: http://www.ndtv.com/risk-Management-Policy.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors

The Auditors of the Company, M/s. B S R & Associates LLP, Chartered Accountants (FRN: 116231W/W-100024), were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive financial years, at the 27th Annual General Meeting held on August 7, 2015, to hold office until the conclusion of 32nd Annual General Meeting (“AGM”) of the Company, subject to ratification of their appointment by the Members of the Company at every AGM. However, the requirement to place the matter relating to ratification of appointment of Auditors by the members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, the matter for ratification of appointment of Auditors will not be placed before the members at the forthcoming AGM of the Company.

Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. The notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report to the members of the Company for the financial year the under review does not contain any qualification, reservation or adverse remark.

Cost Auditors

During the financial year under review, the Board of Directors on recommendation of the Audit Committee had appointed M/s Sanjay Gupta & Associates, Cost Accountants (“Cost Auditors”), to audit the cost records of the Company, for the financial year 2017-18. Further, the Board of Directors at their meeting held on August 8, 2018, on recommendation of the Audit Committee, re-appointed Cost Auditors, to audit the cost records of the Company, for the financial year 2018-19.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, approval of the members of the Company is being sought at the forthcoming AGM of the Company for ratification of remuneration payable to the Cost Auditors for financial years 2017-18 and 2018-19.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s Hemant Singh & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report is attached as Annexure 2 to this Report. The Report of Secretarial Auditor does not contain any qualification, reservation or adverse remark.

NOMINATION AND REMUNERATION POLICY

The Company has adopted a Nomination & Remuneration Policy, attached as Annexure 3 to this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT 9 is attached as Annexure 4 to this Report.

DETAILS OF ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

1. TAX MATTERS

a. Tax Demand for Assessment Year 2009-10

During the financial year 2013-14, the Company had received an Assessment Order dated February 21, 2014 for tax demand of Rs. 450 crores for the Assessment Year (“AY”) 2009-10, against which it had filed an appeal before the Income Tax Appellate Tribunal (“ITAT”). In the said order, Income Tax Department (“Tax Department”) declared that US $150 million invested by NBCU in NDTV’s subsidiary in 2008 was a “sham transaction”. NBCU is America’s most respected TV network and was a subsidiary of General Electric (GE) at the time. ITAT thereafter vide its order dated July 14, 2017 had dismissed the appeal filed by the Company. Pursuant to aforesaid order of ITAT, Tax Department issued an appeal effect order demanding an amount of Rs. 429 crores to be paid immediately.

The Company has filed a Writ Petition before the Hon’ble High Court of Delhi (“the Court”) challenging the aforesaid appeal effect order making a piecemeal assessment and raising the present demand. The Company has also filed 2 appeals on the issue of merits and maintainability against the order of ITAT. The Court directed the Tax Department not to take any coercive steps against the Company. The Court said it was ‘satisfied’ that there was a prima facie case in favor of the Company and sought the reply of the Tax Department on Company’s plea. On May 21, 2018, the Court admitted the appeals filed by the Company and framed questions of law.

The Court also directed that the stay granted on the tax demand and stay in connection with the prosecution notice relating to AY 2009-10 shall continue till the next date of hearing, which is September 10, 2018.

PENALTY: On January 31, 2018 the Company received an order under section 271(1)(c) of the Income Tax Act, 1961 levying penalty of Rs. 436.80 crores for the Assessment Year (“AY”) 2009-10. The Company filed a Writ Petition before the Hon’ble High Court of Delhi (“the Court”) against the above said order issued by the Income Tax Department. The Writ Petition was listed on February 16, 2018, wherein the Court has directed the Company to file an appeal before the Commissioner of Income Tax (Appeals) and to approach the Assessing Officer (“AO”) for stay of the penalty order dated January 31, 2018. The Company also filed an appeal before the Commissioner of Income Tax (Appeals) and stay application before the AO. On March 22, 2018, the Income Tax Department rejected the stay application filed by the Company and directed the Company to pay 30% of the total demand i.e. Rs 131.04 crores. Against the said order, the Company filed a Writ Petition on April 2, 2018 before the Court. The Court admitted the appeal and listed for hearing on September 10, 2018 along with the other appeals.

Prosecution Notice u/s 279(1) for Assessment Year 2009-10

On May 7, 2018 the Company received a Show Cause Notice under section 279(1) of the Income Tax Act, 1961 for launching prosecution proceedings against the Company along with two executive directors of the Company for the assessment year 2009-10.

The Company filed an appeal against the order before the Hon’ble High Court of Delhi. The appeal has been admitted and the stay has been granted till the next date of hearing i.e. September 10, 2018.

b. Tax Demand for Assessment Year 2007-08

In April 2016, the Company received an order raising a tax demand of Rs. 47.27 crores and further received an order under section 154 of the Income Tax Act, 1961 dated September 9, 2016 enhancing the demand by Rs. 12.72 crores making the total demand to Rs 59.99 crores from the Income Tax Department, pertaining to Assessment Year (“AY”) 2007-08, calling an investment of US$ 20 Million by M/s Fuse Media Holding LP (Fuse Media), a wholly owned subsidiary of M/s. Velocity Interactive Group in NDTV Networks Plc., erstwhile subsidiary of the Company, as a “sham transaction”. This follows an earlier similar order for AY 2009-10, calling the investment by NBCU - a subsidiary of General Electric - also a “sham transaction”. Fuse Media Group is a respected and leading Silicon Valley investment company. Based on the legal advice received from senior counsel, the Company strongly believes that the said order is untenable and misconceived. The Company has filed an appeal against the order before CIT(A) alongwith the stay application before Assessing Officer.

2. PROCEEDINGS BEFORE THE SECURITIES APPELLATE TRIBUNAL (“SAT”) AND THE SECURITIES & EXCHANGE BOARD OF INDIA (“SEBI”)

a. Proceedings before SAT

During the year 2015-16, the Company had received a show cause notice from the Securities & Exchange Board of India (“SEBI”) for alleged violation of clause 36 of the erstwhile Listing Agreement regarding non-disclosure of alleged tax demand of Rs. 450 crores as detailed above. SEBI had then passed an Order under Section 23A and Section 23E of the Securities Contracts (Regulation) Act, 1956 levying a penalty of Rs. 2 crores on the Company. The Company had filed an appeal with SAT against the said Order. However, the Board of Directors, in the interest of all the stakeholders of the Company, for saving of time, cost and to quickly close the matter to avoid protracted litigation, on March 6, 2017 had approved to file settlement application with SEBI. The settlement application was filed by the Company, Executive Directors and erstwhile officers of the Company followed by the application for condonation of delay. The application for condonation of delay was rejected by SEBI vide order dated August 23, 2017 leading to return of settlement application. During the year, the Company had filed a Writ Petition before the Hon’ble High Court of Bombay against the return of the said settlement application and another settlement application which was dismissed by SEBI vide order dated August 31, 2017 (as mentioned in point ‘b’ below). The Company had also re-filed the settlement application on September 29, 2017. The said settlement application and the Writ Petition are currently pending.

b. Notice issued by SEBI for alleged non-disclosures under SEBI Takeover Regulations

During the year 2016-17, SEBI had issued a notice to the Company and its Promoters, with regard to certain alleged non-compliances related to delay/non-filing of disclosures in the previous years, under SEBI Takeover Regulations, which were technical/procedural in nature. The Board of Directors of the Company, in interest of all stakeholders of the Company, for saving of time, cost and to quickly close the matter to avoid protracted litigation, on March 6, 2017 had approved to file settlement application for some of the alleged non-disclosures with SEBI. The settlement application was filed by the Company followed by the application for condonation of delay. The application for condonation of delay was rejected by SEBI vide order dated August 31, 2017 leading to return of settlement application. During the year, the Company had filed a Writ Petition before the Hon’ble High Court of Bombay against the return of the said settlement application and another settlement application which was dismissed by SEBI order dated August 23, 2017 (as mentioned in point ‘a’ above). The Writ Petition filed by the Company is currently pending before the Hon’ble High Court of Bombay.

c. SEBI order dated March 16, 2018

SEBI had passed an order dated March 16, 2018 imposing a fine of Rs. 10 lacs on the Company and Rs. 3 lacs each on certain executives of the Company for certain delayed disclosures under the erstwhile Listing Agreement and the Insider Trading Regulations. The Company along with its executives (including ex-executives) had filed an appeal before the Hon’ble SAT on May 7, 2018 against the said order. The said appeal is currently pending before SAT.

3. SHOW CAUSE NOTICE ISSUED BY THE ENFORCEMENT DIRECTORATE

During November, 2015 the Company, two of its executive Directors, a late officer and NDTV Studios Ltd. (erstwhile subsidiary of the Company since merged with the Company) received a show cause notice (“SCN”) from the Directorate of Enforcement (“ED”) as to why adjudication proceedings should not be held for alleged contraventions of provisions under Foreign Exchange Management Act, 1999 and regulations made thereunder. As per SCN, the contraventions are in relation to the funds raised by the Company’s foreign subsidiaries during previous years.

The Company with the approval of Board of Directors had filed application(s) with the Reserve Bank of India (“RBI”) for compounding of the contraventions alleged in the SCN. The Compounding application(s) were returned by RBI with an advice to the Company to approach its Overseas Investment Division and Foreign Investment Division for further guidance. The Company had sought clarity from RBI officials in this matter. In the meanwhile, the ED had issued a notice initiating the adjudication proceedings in the matters referred to in the earlier SCN.

The Company had thereafter filed a Writ Petition before the Hon’ble High Court of Bombay (“the Court”) against the RBI and ED. On June 26, 2018 the Court directed RBI to consider the compounding application(s) filed by the Company. The Court ruled in favour of the Writ Petition filed by the Company against the RBI and ED and quashed the directive issued by ED to RBI which had prevented the compounding. Further on August 06, 2018, the Company has filed a compounding application with RBI for compounding of certain contraventions as alleged by ED against the Company, in the said SCN.

4. ORDER ON REPORTING OF KATHUA RAPE CASE

In April 2018, the Hon’ble High Court of Delhi (“the Court”) had taken suo moto cognizance against several electronic and print media organizations, including the Company, in relation to reporting of an incident disclosing the identity of an eight year old victim of gang rape and murder in Kathua District, Jammu & Kashmir.

During the Court proceedings on April 18, 2018, the Company as well as the other respondent media houses submitted their willingness to deposit amounts with the Jammu & Kashmir State Legal Services Authority to be used towards compensation to victim and family of victim of sexual violence. Accordingly, the Company deposited an amount of Rs. 10 lacs in the manner as provided in the aforesaid order. Vide order dated 8th August 2018, the Court quashed the proceedings qua the media houses (including the Company) who has furnished their affidavits of apology and deposited the aforesaid amount with the Court.

EMPLOYEE STOCK PURCHASE SCHEME 2009 (ESPS - 2009)

The Company had in earlier years instituted the Employee Stock Purchase Scheme 2009 (“the Scheme”) in accordance with the SEBI Guidelines for employees of the Company and its subsidiaries by allotting shares thereunder. The Scheme was approved by the shareholders of the Company, on March 10, 2009, through postal ballot. During the financial year ended March 31, 2018, there have been no issue, allotment and exercise of shares under the Scheme and no material changes have taken place in the Scheme. The Scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 and the details are also placed on website of the Company at http://www.ndtv.com/agm 2018. The Scheme provides for issue and allotment of not exceeding 21,46,540 Equity Shares to the eligible employees of the Company and its subsidiaries by the ESOP & ESPS Committee at an exercise price of Rs. 4/- each.

Disclosures in compliance with SEBI Guidelines, as amended, are set below:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014, the following information is provided:

A. Conservation of Energy

The Company is not an energy intensive unit, however regular efforts are made to conserve energy. Some of the steps taken by the Company towards energy conservation are as under:

- Use of double glazed glasses for most of the windows facing exterior side, to optimize the air-conditioning and prevent heat transfer;

- Adoption of LED light technology in studios and office premises to reduce the power consumption;

- Adoption of VRV technology for air-conditioning in office areas to reduce electricity consumption; and

- Installation of motion sensors in cabins/washrooms to switch off lights and air-conditioners.

B. Technology Absorption (Research and Development)

The Company continuously make 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 financial year, under review the Company had foreign exchange earnings of Rs. 362.53 million (previous year Rs. 393.79 million). The foreign exchange outgo on subscription, uplinking and news service, travelling, consultancy and professional fees, repairs and maintenance, distribution and marketing fees and other expenses amounted to Rs. 125.49 million (previous year Rs. 126.30 million). Outgo on account of capital goods and others was Rs. 4.34 million (previous year Rs. 8.53 million).

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith marked as Annexure 5 to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this Report. Further, the Report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection at the Registered Office of the Company, during office hours between 1.00 p.m. and 3.00 p.m. on all working days, excluding Saturdays, prior to the date of Annual General Meeting. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

GENERAL

Except as disclosed, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of this Report.

The Company had not issued any equity shares with differential voting rights as to dividend, voting or otherwise. The Company had not issued any shares (including sweat equity shares) to employees of the Company under any scheme.

Statutory Auditors of the Company have not reported incident related to fraud during the financial year 2017-18 to the Audit Committee or Board of Directors under section 143(12) of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

NDTV Group has in place an Anti-Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“Act”). The Internal Complaints Committee (“ICC”) has been set up to redress complaints received regarding sexual harassment. During the financial period under review, one complaint was received by the ICC and it was resolved after due process within the prescribed time. There have also been regular training and awareness sessions organized as per the requirement of the aforesaid Act.

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

DIN:00025576

Radhika Roy

Executive Co- Chairperson

DIN: 00025625

Place : New Delhi

Date : August 8, 2018


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


Mar 31, 2011

The Directors have pleasure in presenting the Twenty Third Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2011.

Financial Results

The summarized financial results for the year ended March 31, 2011 are as follows:-

Year ended Year ended Year ended Year ended 31.03.2011 31.03.2011 31.03.2010 31.03.2010 (Rs. in Crores) (Rs. in Crores) (Rs. in Crores) (Rs. in Crores) Standalone Consolidated Standalone Consolidated

Business Income 347.22 418.57 348.38 590.54

Other Income 16.63 34.38 7.08 143.15

Total Income 363.85 452.96 355.45 733.69

profit/(Loss) before Tax (93.56) (169.95) (18.66) (209.71)

Employee Stock Compensation Expense 1.37 3.39 - 10.21

Provision for Tax / Others* 3.71 5.64 1.86 4.98

Share of Minority - (4.04) - (4.88)

Share in profit of associates - 1.06 - 0.61

Exceptional gain on dilution in stake in a - - - 337.06 subsidiary

Net profit/(Loss) after Tax (98.64) (173.89) (20.52) 117.66

Balance brought forward from previous year (77.93) 87.07 (57.41) (30.59)

Addition on account of merger 1.75 - - -

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

Appropriation:

Transfer to General Reserve NIL NIL NIL NIL

Proposed Dividend on Equity Shares NIL NIL NIL NIL

Tax on Dividend NIL NIL NIL NIL

profit carried to Balance Sheet (98.64) (49.42) (77.93) 87.07

Includes Deferred Tax (Income) / Expense

The Year under Review

During the year under review, the Company achieved a turnover of Rs 347.22 crores and operating loss before depreciation interest and tax of Rs. (46.07) crores.

The Companys operating loss before tax and ESOP cost was Rs. (93.56) crores, operating loss after tax was Rs. (98.64) crores and earning per share Rs. (15.30) (Basic) and Rs. (15.30) (Diluted).

A detailed review of the Companys 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, 2011 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 Companys 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 through its subsidiary NDTV Networks Limited purchased the stake held by NDTV Networks Plc in NDTV Labs Limited, NDTV Lifestyle Limited, NDTV Convergence Limited, Turner General Entertainment Networks India Private Limited and NGEN Media Services Private Limited.

2. The Company, NDTV Networks Limited and NDTV Lifestyle Holdings Private Limited entered into an agreement with South Asia Creative Assets Limited for sale of 49% of the Companys indirect stake (on a fully diluted basis) in the Lifestyle business of the NDTV Group.

3. The Company entered into a distribution agreement with Star Den, to distribute four of its channels NDTV 24x7, NDTV profit, NDTV India and NDTV Good Times across various distribution platforms.

Scheme of Amalgamation

During the year, the eight Indian subsidiaries of the Company viz: NDTV Studios Limited, NDTV India Plus Limited, NDTV Business Limited, New Delhi Television Media Limited, NDTV Delhi Limited, NDTV Hindu Media Limited, NDTV News 24X7 Limited and NDTV News Limited (collectively, "Transferor Companies”) merged into the Company ("Transferee Company”) vide order of the Honble High Court of Delhi dated November 8, 2010. Pursuant to the Company having made necessary flings of the aforesaid orders of the Honble High Court, with the Registrar of Companies, NCT of Delhi and Haryana, the merger had taken effect from December 17, 2010. Consequent to the merger the authorized share capital of the Company has increased from Rs. 35,00,00,000/- divided into 8,75,00,000 Equity Shares of Rs. 4/- each to Rs. 173,30,00,000 divided into 43,32,50,000 Equity Shares of Rs.4/- each, w.e.f. December 17, 2010.

In addition to the above, the Company had initiated steps to simplify the structure of its direct and indirect subsidiaries in India and overseas. As part of this exercise, the Company initiated steps with respect to the liquidation of some of its overseas subsidiaries and completed the liquidation of NDTV Middle East Ventures FZ LLC, UAE, NDTV Four Holdings AB, Sweden and NDTV Networks BV, The Netherlands. NDTV Networks Plc, the UK subsidiary of the Company, was also placed under members voluntary winding up in March 2011.

Further, the subsidiaries of the Company in Mauritius, namely NDTV Two Holdings Limited and NDTV Three Holdings Limited, were also placed under liquidation. The liquidation process for these entities is expected to be concluded shortly and a formal liquidation certificate is awaited.

Subsidiary Companies and Growth

During the year, in orderto transferthe Companys stake in non-news business of the group, held by NDTV Networks Plc, UK to an Indian entity of the group, the Company set up NDTV Networks Limited, its direct subsidiary in India. NDTV Networks Limited acquired the entire share capital held by NDTV Networks Plc in NDTV Labs Limited, NDTV Convergence Limited, NGEN Media Services Private Limited and NDTV Lifestyle Holdings Private Limited.

During the year, the Company also set up NDTV Lifestyle Holdings Private Limited. NDTV Lifestyle Holdings Private Limited is the holding company of NDTV Lifestyle Limited, which owns and operates the channel NDTV GoodTimes. NDTV Lifestyle Holdings Pvt. Ltd., an indirect subsidiary of the Company and Astro All Asia Networks Plc, entered into an agreement for the acquisition of 49% stake in the Lifestyle business of the NDTV group by South Asia Creative Assets Limited, a subsidiary of Astro All Asia Networks.

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, directors reports and auditors reports of the subsidiaries and other documents otherwise required to be attached to the Companys 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 at any time. The annual accounts of the subsidiary companies shall also be kept open for inspection by any member in its registered offce and those of 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 shareholders 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 shareholders 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.

During the year, the Company has allotted 11,740 equity shares (previous year 17,41,435 equity shares) to the eligible employees, out of 17,64,425 equity shares issued on March 31, 2009.

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

significant Events and Agreements

GREENAThON - Greenies Eco Awards

In its endeavorto create environmental awareness, the Company has been organizing a nationwide campaign "NDTV Toyota Greenathon”, for two consecutive years. Greenathon, in its frst and second years, received an overwhelming response from Bollywood stars, Chief Ministers from different states of India, companies and individuals helping to raise funds and lighting up several villages across India. Events were organized throughout the country as a part of the Greenathon campaign like Mural Wall Painting and planting of tree saplings etc. "THE NDTV TOYOTA GREENATHON” is Indias only 24-hour live event to be telecast across all NDTV channels, for promoting environmental awareness.

During the year, NDTV, in partnership with Toyota, announced the Greenies Eco Awards. These awards were aimed at encouraging, acknowledging and awarding the champions of the earth for environmental leadership. It showcased examples of excellence and best practices in fnding innovative solutions to environmental challenges. The nominations for NDTV-Toyota Greenies Eco Awards were selected from all over the world.

The winners of Indias frst national environment awards- Greenies Eco Awards were announced at an award ceremony in New Delhi graced by the President of India, Smt. Pratibha Devisingh Patil.

Tigerthon - Save Our Tiger

Taking forward the campaign "Save OurTigers”, NDTV in association with Aircel embarked upon a unique initiative to support its campaign "Save OurTiger” by telecasting a 12-hour Telethon on its network channels. During the campaign, wildlife champions from across the country came forward to extend a hand in saving the national animal, the Indian tiger. The campaign ambassador, Sh. Amitabh Bachchan, highlighted the key issues of tiger conservation.

As part of the campaign a special show was aired to engage all the key stakeholders and tiger experts to voice their opinion on what needs to be done to protect the tigers. The campaign also involved on ground events and airing of documentaries promoting the cause of protecting the tiger. NDTVs campaign to save our tigers received an overwhelming response with people from across the country.

The 12-hour Save Our Tigers Telethon raised Rs 5 crore 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).

world Economic Forum - Davos

The Company extensively covered 2011 World Economic Forum, held at Davos during January, 2011, where world dignitaries, economists, politicians and top business leaders from around the world gathered to discuss free markets and the global economic recovery.

Support My School campaign

In its continued efforts to help build sustainable communities, NDTV and Coca-Cola India in association with their NGO partners, UN-Habitat, Charities Aid Foundation (CAF) and Sulabh International embarked upon a unique initiative - Support My School campaign. The campaign aimed to develop over 100 healthy, active and happy schools in rural and semi-urban towns by improving basic amenities and subsequently generating monetary resources, hence benefitting over 50,000 students across the country.

As part of a special launch event, cricketing legend and campaign ambassador, Mr. Sachin Tendulkar unveiled the campaign logo. Some of the other eminent personalities present to lend their support to the campaign included, Sh. Kapil Sibal, Union Minister, Ms. Raveena Tandon, actor, Ms. Priya Dutt and Mr. Sanjay Raut, Members of the Parliament.

NDTV Campaign to Save Indias Coasts

NDTV has started a new campaign to Save Indias Coasts. NDTV Toyota Etios Save Indias Coast is an initiative to raise awareness regarding the serious threat to the Indian coastline.

As part of the campaign, NDTV reporters travelled the length of Indias coastline to bring to light the ground reality, galvanize the local population and raise national awareness. A special panel including environmentalists, politicians and activists discussed the serious threat that the Indian coastline is under from unplanned development.

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

The Board, on the recommendation of remuneration committee, has approved the revision in remuneration of Mr. K V L Narayan Rao, Group CEO and Executive Director, w.e.f. April 1, 2011, for the remaining period of his appointment i.e. June 10,2013. The revision in remuneration is 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 confrmed:

1. that in the preparation of the annual accounts forthe financial year ended March 31,2011 the applicable accounting standards have been followed and there are no material departures;

2. that 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 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 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 financial year ended March 31, 2011 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.

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

Pursuantto 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. 15.83 crores (previous year Rs. 11.62 crores). The foreign exchange outgo on subscription, uplinking and news service charges, travelling, consultancy, software expenses, website expenses, repairs and maintenance and other expenses amounted to Rs. 20.85 crores (previous year Rs. 28.63 crores). Outgo on account of capital goods and others was Rs. 4.61 crores (previous year Rs. 2.72 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 shareholders 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 express their grateful thanks and appreciation for the assistance and cooperation received from the investors, shareholders, banks and business associates during the year under review. Your Directors also wish to place on record their appreciation for the excellent performance and contribution of the employees to the Companys progress during the year under review.

For and on behalf of the Board

Place : New Delhi Dr. Prannoy Roy Date : May 3, 2011 Chairman

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