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 Companyâs 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 (âNetworksâ), 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) (âLifestyle Holdcoâ) to Nameh Hotels & Resorts Private Limited (âNamehâ), 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 (âConvergenceâ), a subsidiary of the Company, will be selling off their entire stake in Special Occasions Limited (âSOLâ), 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 Companyâs 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 (âROCâ) 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 Companyâs policy on âmaterial subsidiaryâ is placed on the Companyâs 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 (âIBLâ), 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 (âAGMâ) 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 OâLoan 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.
DIRECTORSâ 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 armâs 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 Companyâs 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 doesnât 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 AUDITORSâ 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 (âAGMâ) 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 Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ 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 (âCost Auditorsâ), 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 (âAYâ) 2009-10, against which it had filed an appeal before the Income Tax Appellate Tribunal (âITATâ). In the said order, Income Tax Department (âTax Departmentâ) declared that US $150 million invested by NBCU in NDTVâs subsidiary in 2008 was a âsham transactionâ. NBCU is Americaâs 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 Honâble High Court of Delhi (âthe Courtâ) 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 âsatisfiedâ that there was a prima facie case in favor of the Company and sought the reply of the Tax Department on Companyâs 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 (âAYâ) 2009-10. The Company filed a Writ Petition before the Honâble High Court of Delhi (âthe Courtâ) 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 (âAOâ) 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 Honâble 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 (âAYâ) 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 âsham transactionâ. This follows an earlier similar order for AY 2009-10, calling the investment by NBCU - a subsidiary of General Electric - also a âsham transactionâ. 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 (âSATâ) AND THE SECURITIES & EXCHANGE BOARD OF INDIA (âSEBIâ)
a. Proceedings before SAT
During the year 2015-16, the Company had received a show cause notice from the Securities & Exchange Board of India (âSEBIâ) 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 Honâble 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 âbâ 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 Honâble 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 âaâ above). The Writ Petition filed by the Company is currently pending before the Honâble 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 Honâble 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 (âSCNâ) from the Directorate of Enforcement (âEDâ) 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 Companyâs foreign subsidiaries during previous years.
The Company with the approval of Board of Directors had filed application(s) with the Reserve Bank of India (âRBIâ) 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 Honâble High Court of Bombay (âthe Courtâ) 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 Honâble High Court of Delhi (âthe Courtâ) 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 (âthe Schemeâ) 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 (âActâ). The Internal Complaints Committee (âICCâ) 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 ÂSave 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 ÂSupport 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 ÂMarks 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 CompaniesÃ) merged into the Company ("Transferee CompanyÃ)
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
"SchemeÃ) 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 GreenathonÃ, 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 GREENATHONÃ 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 OurTigersÃ, NDTV in association with
Aircel embarked upon a unique initiative to support its campaign "Save
OurTigerà 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