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Notes to Accounts of New Delhi Television Ltd.

Mar 31, 2016

(c) Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company''s residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid. Failure to pay any amount called up on shares may lead to forfeiture of the shares. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company in proportion to the number of equity shares held.

(d) During the year ended 31 March 2009, the Company had instituted the Employee Stock Purchase Scheme 2009 (the “Scheme”) to compensate the employees who had opted for the surrender of their stock options granted to them under Employee Stock Option Plan 2004. The Scheme was formulated in accordance with erstwhile the SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and approved by the shareholders on March 10, 2009. It provides for the issue and allotment of not exceeding 2,146,540 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. Accordingly, the Company had allotted 1,753,175 equity shares in the previous periods.

(i). Rs 1,064.57 million (Previous year Rs. Rs 1,276.83 million) is secured by a charge created on the book-debts of the Company. The loan is secured by a collateral securities given on the office premises at W-17, GK-I, 2nd floor, New Delhi, hypothecation of plant and machinery, equipments and all other fixed assets and fixed deposits against margin for Letter of credit/Bank guarantee, Corporate Guarantee received from M/s Delta Softpro Private Limited for the Industrial plot at Gautam Budh Nagar, Plot No.17-18, Block -C, Sector-85 Phase-III,NOIDA, U.P. and pledge of 2,692,419 numbers (previous year 2,692,419 numbers) Equity shares of JaiPrakash Power Ventures Limited and 33,000 numbers (previous year 33,000 numbers) Equity shares of NDTV Worldwide Limited. The working capital loans are reviewed and renewed on a yearly basis and carry an interest rate of base rate 1.50%. Effective rate of interest as at March 31, 2016 is 11.20%.(Previous year:11.75%).

(ii) As at March 31, 2016, loan from related parties includes Rs. Nil (Previous year Rs. 78.07 million) taken from NDTV (Mauritius) Multimedia Limited and Rs. Nil (Previous year Rs. 0.47 million) taken from NDTV Worldwide Mauritus Limited.

1. Leases

The Company has taken various residential/commercial premises under cancellable operating leases. The rental expense for the current year, in respect of operating leases was Rs.178.95 million (Previous Year Rs 203.08 million). The Company has also taken residential/commercial premises on lease which have non-cancellable periods. The future minimum lease payments in respect of such leases are as follows:

2. Segment information

The Company operates in the single primary segment of television media. Accordingly, there is no separate reportable segment.

* During the year a subsidiary of the Company has redeemed 2,830,000 Non Cumulative Redeemable Preference Shares of face value of Rs 10/- per share at a premium of Rs 90/- per Share .Further to comply with the guidelines on Redemption of Preference Shares, the Company subscribed for 2,830,000 NCRPS issued by the subsidiary at face value of Rs 10/-.

** Shares alloted for Rs.11.20 million out of share application money given during the year.

i The Company has given a corporate guarantee of Rs 300.00 million (previous year Rs 300.00 million) towards a term loan obtained by its subsidiary NDTV Convergence Limited. As of March 31, 2016 NDTV Convergence has drawn Rs 300.00 million of this the loan (previous year Rs 160.00 million) and the outstanding amount as on March 31, 2016 is Rs 250 million.

ii The Company has taken a corporate guarantee of Rs 226.80 million (previous year Rs 226.80 million) from its subsidiary company Delta Softpro Private Limited.This has been issued in fovour of Corporation Bank for loan availed of.

iii The Company has created a charge amounting to Rs 50 million (previous year Rs 50 million) on its properties under construction to support a term loan obtained by a subsidiary, NDTV Convergence Limited.

IV. During the year, the Company and its subsidiary NDTV Convergence Limited (“NCL”) have incubated certain subsidiaries which are e-commerce ventures to unlock the shareholders'' value. As part of incubation of these new ecommerce businesses and as promoter of these companies, the Company and NCL had agreed to provide patronage to these ventures, through marketing and promotional support for a period 3 years from the commencement of operations, including but not limited to, advertising on NDTV channels, both domestic and international only out of unsold inventory, anchor mentions, programme names, night time programming, promotional product launches, access to the homepage, redirection of visitors/traffic from the website of NCL to the website of the ecommerce verticals on no charge and on best effort basis, without incurring any additional costs either by the Company or NCL.

II) other commitments

The Company has given a comfort letter of support to NDTV Labs Limited (a subsidiary) i.e. an undertaking to provide financial and operational support to assist this Company in meeting its liabilities as and when it fall due.

3. Contingent liabilities

(a). Claims against the Company not acknowledged as debts:

(i) Income tax and other regulatory matters disputed by the Company: Rs. 6.62 million (Previous Year Rs 16.62 million)

(ii) Miscellaneous Rs. 82.56 million (Previous Year Rs. 82.56 million). The Company had filed a suit for recovery of Rs. 66.86 million being the principal debt together with interest thereon against Doordarshan (DD) in the High Court of Delhi in February 1998 for various programmes produced and aired between 1994 and 1996. In its rejoinder, DD has admitted debts of Rs.35.61 million only but has disputed the balance claim of Rs. 31.2 million and interest claimed. On the contrary, DD has claimed Rs 82.56 million - Rs.55.49 million towards telecast fee etc. against various programmes and Rs. 27.07 million as interest thereon, which has not been accepted by the Company. The amount represents the best possible estimate arrived at on the basis of available information. The uncertainties and possible reimbursements are dependent on the outcome of the legal process and therefore cannot be predicted accurately. The Company has engaged reputed professional advisors to protect its interest and has been advised that it has strong legal positions against such disputes.

(b). The Company has given a corporate guarantee of Rs 300 million (previous year Rs 300 million) towards a term loan of Rs. 300 million (previous year Rs. 300 million) sanctioned to its subsidiary NDTV Convergence Limited by a bank. As of March 31, 2016, NDTV Convergence Limited has drawn Rs 300 million (previous year Rs 160 million) against this loan. In the ordinary course of business, the Company expects the subsidiary to meet its obligations under the term of the loan and no liabillity on this account is anticipated.

(c). Bank guarantees issued for Rs. 3.93 million (Previous Year Rs 2.58 million). These have been issued in the ordinary course of business and no liabilities are expected.

(d). The Company has received legal notices of claims / lawsuits filed against it relating to infringement of copyrights, trademarks and defamation suits in relation to the programmes produced by it. In the opinion of the management supported by legal advice, no material liability is likely to arise on account of such claims/law suits.

4. (i) During February 2014, the Company had received a demand for income tax, amounting to Rs. 4,500 million based on an assessment order for assessment year 2009-10 issued by the income tax department. Following a writ petition filed by the Company in the Delhi High Court, the demand has been kept in abeyance . It had earlier been stayed by the Income Tax Appellate Tribunal on deposit of Rs. 50 million which has been shown as recoverable. The Company has been advised by expert counsel that there is no merit in the demand.

(ii) The Company has received a demand for income tax of Rs. 472.67 million, based on a re-assessment order for the assessment year 2007-08. The Company has filed an appeal against the order with CIT(Appeals) and also filed a stay of demand application. The Company has been advised by expert counsel that there is no merit in the demand.

(iii) The Company has received a demand of Rs. 93.74 million on account of penalty on oncome tax imposed by the income tax department for the assessment year 2008-09. The Company has filed an appeal against the order with CIT(Appeals) and also filed a stay of demand application. Based on expert advice the Company believes that there is no merit in the demand.

(iv) During November, 2015 the Company and three of its executive Directors and NDTV Studios Ltd. (erstwhile subsidiary of the Company since merged with the Company) received a show cause notice (“SCN”) from the Directorate of Enforcement (“ED”) as to why adjudication proceedings should not be held for alleged contraventions of provisions under Foreign Exchange Management Act, 1999 and regulations made thereunder. The SCN states that the alleged contraventions are in respect of investments into Indian subsidiaries made by erstwhile overseas subsidiaries of the Company during the previous years. Based on expert legal advice, the Company believes that the said SCN is entirely baseless and misconceived. The Company vide its letters dated March 14 and April 18, 2016 had filed its reply to the SCN with ED.

5. Capital reduction

The Board of Directors had approved the scheme of reduction of capital by way of setting off the losses accumulated up to September 30, 2012. The Company has received the requisite approvals from the stock exchanges and the Company''s shareholders. Pending the approval of the High Court, no effect has been given to the reduction of capital, which when implemented will have the effect of reducing the accumulated negative balance in the Statement of Profit and Loss by Rs.1,557.3 million and the balance in the Securities Premium Account by a like amount.

6. Previous year figures

The previous year''s figures have been reclassified wherever necessary to conform to the current year''s classification.


Mar 31, 2014

1. Corporate information

New Delhi Television Limited (Company) is a public limited company incorporated in India under the provisions of the Companies Act, 1956. Its shares are listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) in India. The Company is in the business of television media and currently operates three channels including a dual channel (NDTV 24x7, NDTV India, NDTV Profit & Prime).

2. Employee stock option plans

Employee Stock Purchase Scheme 2009 (ESPS– 2009)

In view of the then proposed restructuring of the Company and its subsidiaries, to compensate the employees who had opted for the surrender of their stock vested/unvested/unexercised options, granted to them under ESOP 2004 scheme, the Company instituted the Employee Stock Purchase Scheme 2009 (the "Scheme") for the aforesaid employees of the Company and its subsidiaries by granting shares thereunder. The Scheme was formulated in accordance with the SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and approved by the shareholders on March 10, 2009. It provides for the issue of 2,146,540 equity shares to the eligible employees of the Company by the Employee Stock Purchase Scheme(ESPS) Committee at an exercise price of Rs. 4/– each.

Accordingly, the Company has allotted 1,753,175 shares (FY10: 1,741,435, FY11: 1740) out of 1,764,425 shares issued on March 31, 2009 to the eligible employees. The liability outstanding in respect of employee share purchase outstanding as at March 31, 2013 is Rs. 0.873 million (Previous year Rs. 0.873 million) towards 11,250 (Previous year 11,250) shares has been reversed during the year ,since those employee are no longer eligible to subscribe for outstanding ESPS issued to them.

3. Leases

Operating lease: Company as lessee

The Company has taken various residential/commercial premises/vehicles under cancellable operating leases. The rental expense for the current year, in respect of operating leases was Rs.219.22 million (Previous Year Rs 213.17 million). The Company has also taken residential/commercial premises on lease which have non–cancellable periods. The future minimum lease payments in respect of such leases are as follows:

4. Accounting for Amalgamation

Merger of NDTV One Holdings Limited with the Company

During the financial year ended March 31,2012, the Scheme of Amalgamation ("Scheme") for the merger of the wholly owned subsidiary NDTV One Holdings Limited with the Company under sections 391 to 394 of the Companies Act, 1956 sanctioned by High Court of Delhi became effective from January 01, 2012 all the necessary formalities having been concluded on November 02,2012. The accounts of the Company for the year ended March 31, 2013 included a net expense of Rs.6.1 million related to NDTV One Holdings Limited for the period from April 01, 2012 to November 02, 2012. Further, the accumulated credit balance in the Statement of Profit and Loss of NDTV One Holdings Limited as at March 31, 2012 amounting to Rs 179.09 million was shown as an adjustment to the Reserves & Surplus as at March 31, 2013 in Note 4.

5. Segment information

The Company operates in the single primary segment of television media and accordingly, there is no separate reportable segment.

6. Related party disclosures

I. Names of related parties and nature of relationship Related parties where control exists

RRPR Holding Private Limited Mrs. Radhika Roy Dr. Prannoy Roy

Subsidiaries (Direct /Indirect)

NDTV Media Limited

NDTV Convergence Limited

NDTV Labs Limited

NDTV Lifestyle Holdings Limited

NDTV Lifestyle Limited

NDTV Networks Limited (Formerly NDTV Networks Private Limited)

NDTV (Mauritius) Multimedia Limited

NDTV Worldwide Limited

Delta Softpro Private Limited

Indianroots Retail Private Limited (Formerly JA Ethnic Retail Private Limited)

NDTV Ethnic Retail Limited (acquired on March 26, 2013) (Formerly NDTV Ethnic Retail Private Limited)

Associate Company

Astro Awani Network Sdn Bhd

Key Management Personnel and their relatives

Dr. Prannoy Roy Executive Co–Chairperson

Radhika Roy Executive Co–Chairperson

K.V.L. Narayan Rao Executive Vice Chairperson

Vikramaditya Chandra Group CEO & Executive Director

II. Related Party Agreements

In order to leverage the existing resources of NDTV/ its subsidiaries and also to ensure economies of scale, NDTV/its subsidiaries have entered into agreements for shared services, content/programme sharing, cross promotions, license, brand & trademarks, content access management, etc. in the ordinary course of business.

III. Disclosure of Related Party Transaction

The following table provides the total amount of transactions that have been entered into with related parties, in the ordinary course of business for the year ended March 31,2014.

7. Capital and other commitments a) Capital commitments

Estimated amount of contracts remaining to be executed on capital account, not provided for (net of capital advances) :

b) other commitments

The Company has given a comfort letter to Delta Softpro Pvt Limited and NDTV Networks Limited confirming that the Company shall provide financial and operational support to assist these companies in meeting their liabilities as and when they fall due, to the extent of Company''s proportion in their respective share capital.

8. Contingent liabilities

Claims against the Company not acknowledged as debts:

(i) Income Tax Matters: Rs. 0.28 Million (Previous Year Rs.219.36 million ,includes Rs.141.11 million in respect of a matter which is an issue pertaining to the entire broadcasting industry)

(ii) Others Rs. 82.56 million (Previous Year Rs. 82.56 million)

The amount represents the best possible estimate arrived at on the basis of available information. The uncertainties and possible reimbursements are dependent on the outcome of the legal process and therefore cannot be predicted accurately. The Company has engaged reputed professional advisors to protect its interest and has been advised that it has strong legal positions against such disputes.

b. The Company has received legal notices of claims / lawsuits filed against it relating to infringement of copyrights, trademarks and defamation suits in relation to the programmes produced by it. In the opinion of the management supported by legal advice, no material liability is likely to arise on account of such claims/law suits.

9. Capital Reduction

During the previous year, the Board of Directors of the Company had approved a Scheme for reduction of capital by way of setting off the losses accumulated upto September 30, 2012 amounting to Rs 1,557.30 million, against the balance in Securities Premium Account as on September 30, 2012 . The Company has received the requisite approvals from the stock exchanges. The shareholders of the Company have also accorded their consent to the reduction of capital vide a special resolution passed by way of Postal Ballot. Pending the regulatory and other approvals/clearances, no effect has been given to the Scheme, which when implemented will have the effect of reducing the accumulated negative balance in the Statement of Profit and Loss as at September 30, 2012 to Nil and the balance in the Securities Premium Account by Rs. 1,557.30 million.

10. Going concern

Keeping the current economic environment and other factors in mind, the Company has recast its business plans and streamlined operations. Based on these actions and its business plans, the Company is confident of its ability to continue operations for the foreseeable future and accordingly the accounts of the Company are prepared on a going concern basis.

11. Details of dues to micro and small enterprises as defined under the MSMED Act, 2006

During the year the Company has sought status information from its vendors to be able to classify them as Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006. since no response received from the vendors , the Company has determined that no information is required to be separately disclosed in this respect

12. Previous year figures

The previous years figures have been reclassified wherever necessary to conform to this current years'' classification.


Mar 31, 2013

1. Corporate information

New Delhi Television Limited (Company) is a public limited company incorporated in India under the provisions of the Companies Act, 1956. Its shares are listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) in India. The Company is in the business of television media and currently operates three news channels (NDTV 24x7, NDTV India and NDTV Proft).

2. Employee stock option plans

Employee Stock Purchase Scheme 2009 (ESPS- 2009)

In view of the then proposed restructuring of the Company and its subsidiaries, to compensate the employees who had opted for the surrender of their stock vested/unvested/unexercised options, granted to them under ESOP 2004 scheme, the Company instituted the Employee Stock Purchase Scheme 2009 (the "Scheme") for the aforesaid employees of the Company and its subsidiaries by granting shares thereunder. The Scheme was formulated in accordance with the SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and approved by the shareholders on March 10, 2009. It provides for the issue of 2,146,540 equity shares to the eligible employees of the Company by the Employee Stock Purchase Scheme(ESPS) Committee at an exercise price of Rs. 4/- each.

Accordingly, the Company has allotted 1,753,175 shares (FY10: 1,741,435, FY11: 1740) out of 1,764,425 shares issued on March 31, 2009 to the eligible employees. The liability outstanding in respect of employee share purchase outstanding as at March 31, 2013 is Rs. 0.873 million (Previous year Rs. 0.873 million) towards 11,250 (Previous year 11,250) shares to be allotted under ESPS-2009.

3. Leases

Operating lease: company as lessee

The Company has taken various residential/commercial premises/vehicles under cancellable operating leases. The rental expense for the current year, in respect of operating leases was Rs. 213.17 million (Previous Year Rs 187.74 million). The Company has also taken residential/commercial premises on lease which have non-cancellable period. The future minimum lease payments in respect of such leases are as follows:

4. Accounting for Amalgamation

Merger of NDTV One Holdings Limited with the Company

During the previous fnancial year, he Scheme of Amalgamation ("Scheme") for the merger of the wholly owned subsidiary NDTV One Holdings Limited with the Company under sections 391 to 394 of the Companies Act, 1956 sanctioned by High Court of Delhi became effective from January 01, 2012 all the necessary formalities having been concluded on November 2,2012. The accounts of the Company for the year ended March 31, 2013 include a net expense of Rs.6.1 million related to NDTV One Holdings Limited for the period from April 01, 2012 to November 02, 2012. Further, the accumulated credit balance in the Proft and Loss account of NDTV One Holdings Limited as at March 31, 2012 amounting to Rs 179.09 million ( Out of which Rs 5.6 million pertains to the period January 01,2012 to March 31,2012) has been shown as an adjustment to the Reserves & Surplus as at March 31, 2013.

The salient features of the Scheme were as follows:

a) The entire business and the whole of the undertaking(s), property and liabilities of the Transferor Company was transferred at their respective book values to and vested in the Transferee Company as a going concern so as to become the properties and liabilities of the Transferee Company within the meaning of Section 2(1B) of the Income-tax Act, 1961.

b) The entire share capital of the Transferor Company was directly held by the Transferee Company. Therefore, the Transferee Company has not issued any shares or paid any consideration to the Transferor Company or to its shareholders.

c) The shares of the Transferor Company in relation to the shares held by its members have been automatically cancelled.

d) Accounting treatment: The merger of the Transferor Company with the Transferee Company has been accounted for in accordance with the "Pooling of Interest Method", i.e. the Transferee Company has recorded all the assets and liabilities, including reserves/securities premium and proft and loss of the Transferor Company vested in it pursuant to this Scheme, at their respective book values as appearing in the books of the Transferor Company on the appointed date. The amount by which the aggregate of the book value of assets (other than investments in Transferor Company) of the Transferor Company vested in the Transferee Company exceeded the aggregate of book value of liabilities, reserves after adjustment by way of cancellation of the total amount recorded as investments in the transferor company in the books of the Transferee Company, has been credited to the reserves of the Transferee Company.

5. Segment information

The Company operates in the single primary segment of television media and accordingly, there is no separate reportable segment.

6. Related party disclosures

I. Names of related parties and nature of relationship Related parties where control exists

RRPR Holding Private Limited Mrs. Radhika Roy Dr. Prannoy Roy

Subsidiaries (Direct /Indirect)

NDTV Media Limited

NDTV Emerging Market BV (liquidated w.e.f. September 13, 2012)

NDTV Convergence Limited

NDTV Labs Limited

NDTV Lifestyle Holdings Private Limited

NDTV Lifestyle Limited

NDTV Networks Limited (Formerly NDTV Networks Private Limited)

Metronation Chennai Television Limited (Till September 28, 2012)

NDTV One Holdings Limited (merged with the Company w.e.f. November 2, 2012)

NDTV (Mauritius) Multimedia Limited

NDTV Worldwide Mauritius Limited (merged with NDTV (Mauritius) Multimedia Limited w.e.f. March 29, 2013)

NDTV Worldwide Limited

NDTV Ethnic Retail Private Limited (acquired on March 26, 2013)

Joint Venture

NGEN Media Services Private Limited (Till March 28, 2013)

Associate Company

Astro Awani Network Sdn Bhd

Key Management Personnel and their relatives

Dr. Prannoy Roy Executive Co-Chairperson

Radhika Roy Executive Co-Chairperson

K.V.L. Narayan Rao Executive Vice Chairperson

Vikramaditya Chandra Group CEO & Executive Director

III. Other Key Agreements

In order to leverage the existing resources of NDTV and also to ensure economies of scale, the Company has agreements with its subsidiaries, NDTV Labs Limited (Labs), NDTV Convergence Limited, NDTV Worldwide Limited and NDTV Lifestyle Limited (Lifestyle) (Collectively referred to as NDTV Group Companies). The key agreements that the Company has entered into are:

a) Co-operation agreement under which the companies have mutually agreed to grant exclusive royalty free licenses to use any programme footage or news content whether created or owned by the Company for up to three minutes subject to such footage/content being used on an NDTV branded channel and have also granted the right of frst refusal to the other companies with respect to licensing of distribution rights to any programme or news content except for programmes which are made specifcally for a third party.

b) Shared Service Agreements under which the Company has agreed to provide specifed shared services on an arms length basis to the group companies. Separate service level agreements (SLA) have been entered into for providing fnance and accounting, management information system, legal and regulatory compliance, human resource and satellite up linking services at a consideration to be ascertained for each specifc service.

c) Cross Channel Promotion Arrangement under which the NDTV Group companies have agreed to implement a common cross channel promotion agreement. Under the said agreement the charge-outs will be at agreed rates. The Company has been allotted fxed airtime in lieu of a banner on NDTV.com

7. Capital and other commitments

a) Capital commitments

Estimated amount of contracts remaining to be executed on capital account, not provided for (net of capital advances):

in Rs million

Particulars As at March 31,

2013 2012

Commitments 8.15 9.09

Total 8.15 9.09

b) other commitments

The Company has given a comfort letter to Delta Softpro Pvt Limited and NDTV Networks Limited confrming that the Company shall provide fnancial and operational support to assist that company in meeting its liabilities as and when they fall due, to the extent of Company''s proportion in the share capital of that company.

8. Contingent liabilities

Claims against the Company not acknowledged as debts:

(i) Income Tax Matters: Rs. 219.36 Million (includes Rs 141.11 million in respect of a matter which is an issue pertaining to the entire broadcasting industry)

(ii) Rs. 82.56 million (Previous Year Rs. 82.56 million)

The amount represents the best possible estimate arrived at on the basis of available information. The uncertainties and possible reimbursements are dependent on the outcome of the legal process and therefore cannot be predicted accurately. The Company has engaged reputed professional advisors to protect its interest and has been advised that it has strong legal positions against such disputes.

b. The Company has received legal notices of claims / lawsuits fled against it relating to infringement of copyrights, trademarks and defamation suits in relation to the programmes produced by it. In the opinion of the management supported by legal advice, no material liability is likely to arise on account of such claims/law suits.

9. Capital Reduction

During the year, the Board of Directors of the Company have approved a Scheme for reduction of Capital by way of setting off the losses accumulated upto September 30, 2012 amounting to Rs 15,573 Lakhs against the balance in Securities Premium Account as on September 30, 2012 amounting to Rs 50,770 Lakks. The Company has commenced the process of complying with the formailities requried. Pending the approvals/clearances, no effect has been given to the Scheme, which when implemented will have the effect of reducing the negative balance in the statement of proft and loss to nil and the balance in the Securities Premium Account to Rs 35,197 Lakhs.

10. Going concern

Keeping the current economic environment and other factors in mind, the Company has recast its business plans and streamlined operations. Based on these actions and its business plans, the Company is confdent of its ability to continue operations for the foreseeable future and accordingly the accounts of the Company are prepared on a going concern basis.

11. Details of dues to micro and small enterprises as defned under the MSMED Act, 2006 (As Applicable)

During the year the Company has sought status information from its vendors to be able to classify them as Micro, Small and Medium Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006. Based on the responses received from the vendors , the Company has determined that no information is required to be separately disclosed in this respect:

12. Previous year fgures

The previous years fgures have been reclassifed to conform to the current years'' classifcation.


Mar 31, 2012

1. Corporate information

New Delhi Television Limited (Company) is a public limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on National Stock Exchange (NSE) & Bombay Stock Exchange (BSE) in India. The Company is in television media and currently operates three news channels (NDTV 24x7, NDTV India & NDTV Profit) in India.

(a) Rights & Restrictions attached to Equity shares

The Company has one class of equity shares having a par value of Rs. 4 per share. Each shareholder is eligible for one vote per share held.

(b) Shares reserved for issue under options

For details of shares reserved for issue under the Employee Stock Option Plan (ESOP) of the Company, please refer note 31.

i. Rs.579.19 million (Previous year Rs. 672.86 million) secured by way of charge created on all current and future book- debts of the Company. The loan is further secured by way of collateral given on office premises at W-17, GK-I, 2nd floor, New Delhi, FC-10, Sector XVIA, Noida, hypothecation of plant and machinery, equipment and all other fixed assets of the Company-both present & future and fixed deposits against margin for Letter of credit/Bank guarantee.

". Rs. 265.16 million (Previous year Rs 362.04 million) to be secured against the mortgage of property at 207 Okhla Industrial Area, Phase III, New Delhi.

iii. Rs.500.00 million (Previous year Rs. Nil ) secured by way of charge created on all current and future book-debts of the Company. The loan is further secured by way of collateral given on office premises at W-17, GK-I, 2nd floor, New Delhi, FC-10, Sector XVIA, Noida, hypothecation of plant and machinery, equipment and all other fixed assets of the Company-both present & future and fixed deposits against margin for Letter of credit/Bank guarantee.

iv. Rs. 630.00 million (Previous year Rs 629.91 million) secured against fixed deposit amounting to Rs. 674.82 million (Previous year Rs 637.78 million)

Notes:

1. Opening gross block includes amount of Rs.1.38 million in Plant & Machinery (accumulated depreciation of Rs.0.87 million), Rs.44.8 million (accumulated depreciation of Rs.0.94 million) in computers on account of assets on lease, the ownership of which has been transferred during the current financial year.

2. Building includes land appurtenant to the building acquired.

3. Gross Block of Vehicles includes assets aggregating Rs. 23.7 million (previous year Rs.24.98 million) purchased under barter arrangements during the year

4. Gross Block of Land includes assets aggregating Rs.Nil (previous year Rs.13.94 million) purchased under barter arrangements during the year.

5. Gross Block of Plant and Machinery include assets aggregating Rs.4.06 million (previous year Rs.Nil) purchased under barter arrangements during the year.

6. During the year pursuant to the physical verification exercise assets having net block of Rs.2.71 million were identified and written off. The aforesaid net block included office equipments of Rs.0.05 million, Plant & Machinery (Main) of Rs.2.65 million and Plant & Machinery (others) of Rs.0.6 million.

7. As per the scheme of amalgamation ( note 33) the company acquired the gross block of Rs. Nil (previous year Rs.153.08 million) of tangible assets with an accumulated depreciation of Rs.Nil (previous year Rs.27.55 million). The details of assets so acquired is as follows:

Notes:

1. Opening gross block includes amount of Rs.1.87 million (accumulated depreciation of Rs.0.30 million) in computer software on lease, the ownership of which has been transferred during the current financial year.

2. As per the scheme of amalgamation (note 33) the company acquired the gross block of Rs. Nil (previous year Rs.6.04 million) of Intangible assets with an accumulated depreciation of Rs.Nil (previous year Rs.0.77 million). The details of assets so acquired is as follows:

2. Provident Fund

The Company contributed Rs 59.68 million towards provident fund during the year ended March 31,2012 (previous year Rs 55.24 million).

3. Gratuity and other post-employment benefit plans

The Company provides for long term defined benefit schemes of gratuity on the basis of an actuarial valuation on the balance sheet date based on the Projected Unit Credit Method. In respect of gratuity, the Company funds the benefits through annual contributions to Life Insurance Corporation of India (LIC). The actuarial valuation of the liability towards the Gratuity Retirement benefits of the employees is made on the basis of certain assumptions with respect to the variable elements affecting the computations including estimation of interest rate of earnings on contributions to LIC. The Company recognises the actuarial gains and losses in the Statement of profit & loss as income and expense in the period in which they occur.

4. Employee stock option plans

The Company calculates the employee stock compensation expense based on the intrinsic value method wherein the excess of market price of underlying equity shares as on the date of the grant of options/shares over the exercise price of the options/shares given to employees under the Employee Stock Option Scheme/Employee Stock Purchase Scheme of the Company, is recognized as deferred stock compensation expense and is amortised over the vesting period on the basis of generally accepted accounting principles in accordance with the guidelines of Securities and Exchange Board of India.

Employee Stock Purchase Scheme 2009 (ESPS- 2009)

In view of the then proposed restructuring of the Company and its subsidiaries, to compensate the employees who had opted for the surrender of their stock vested/unvested/unexercised options, granted to them under ESOP 2004 scheme, the Company instituted the Employee Stock Purchase Scheme 2009 (the "Scheme") the aforesaid employees of the Company and its subsidiaries by granting shares thereunder. Accordingly, the Scheme was formulated in accordance with the SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

The Scheme was approved by the shareholders on March 10, 2009 and provides for the issue of 2,146,540 equity shares to the eligible employees of the Company by the Employee Stock Purchase Scheme(ESPS) Committee at an exercise price of Rs. 4/- each.

Accordingly, during the year, the Company has allotted Nil (previous year 11,740) shares out of 1,764,425 shares issued on March 31, 2009 to the eligible employees and transferred the liability outstanding of Rs. Nil (previous year Rs 0.91 million) to securities premium account. The liability outstanding in respect of employee share purchase outstanding as at March 31, 2012 is Rs. 0.873 million (previous year Rs. 0.873 million) towards 11,250 (previous year 11,250) shares to be allotted under ESPS-2009.

5. Leases

Finance lease: company as lessee

Assets taken under leases, where the Company assumes substantially all the risks and rewards of ownership are classified as Finance leases. Such assets are capitalised at the inception of the lease at the lower of fair value or the present value of minimum lease payments and a liability is created for an equivalent amount. Each lease rental paid is allocated between the liability and the interest cost, so as to obtain a constant periodic rate of interest on outstanding liability for each period.

Assets taken on leases where significant risks and rewards of ownership are retained by the lessor are classified as operating leases. Lease rentals are charged to the Profit and Loss Account on a straight line basis over the lease term.

The Company has taken computer equipment, plant & machinery and computer software under finance lease arrangements. The future lease payments in respect of such lease obligations as at March 31, 2012 are as follows:

Operating lease: company as lessee

The Company has taken various residential/commercial premises/Vehicles under cancellable operating leases. The rental expense for the current year, in respect of operating leases was Rs. 187.74 million (Previous Year Rs 174.98 million). The Company has also taken residential/commercial premises on lease which are non-cancellable period. The future minimum lease payments in respect of such leases are as follows:

6. Accounting for Amalgamation

A) Merger of NDTV Studios Limited (and its Subsidiaries) and NDTV News Limited with the Company.

(i) During the previous financial year, the High Court of Delhi in its order dated November 8, 2010 had approved the Scheme of Arrangement ("Scheme") for the merger of NDTV Studios Limited, NDTV India Plus Limited, NDTV Hindu Media Limited, NDTV Business Limited, NDTV News 24x7 Limited, New Delhi Television Media Limited, NDTV Delhi Limited and NDTV News Limited (collectively referred to a 'Transferor Company) into the Company ('Transferee Company') with effect from the appointed date i.e. April 1, 2010. The said order was filed with the Registrar of Companies, Delhi & Haryana on December 17, 2010

(ii) The salient features of the Scheme were as follows:

a) The entire business and the whole of the undertaking(s), property and liabilities of the Transferor Companies were transferred at their respective book values to and vested in the Transferee Company as a going concern in each case so as to become the properties and liabilities of the Transferee Company within the meaning of Section 2(1B) of the Income-tax Act, 1961.

b) The entire share capital of all the Transferor Companies (equity or Compulsorily Convertible Preference Shares (CCPS) as the case may be) was held by the Transferee Company directly or indirectly through its subsidiary company(s). Therefore, the Transferee Company has not issued any shares or paid any consideration to any of the Transferor Companies or to their shareholders.

c) The shares of the Transferor Companies in relation to the shares held by its members have been automatically cancelled.

d) Accounting treatment: The merger of the Transferor Companies with the Transferee Company has been accounted for in accordance with the "Pooling of Interest Method", i.e. the Transferee Company has recorded all the assets and liabilities, including reserves/securities premium and profit and loss of the Transferor Companies vested in it pursuant to this Scheme, at their respective book values as appearing in the books of the Transferor Companies on the appointed date. The amount by which the aggregate of the book value of assets (other than investments in Transferor Companies) of the Transferor Companies vested in the Transferee Company exceeded the aggregate of book value of liabilities, reserves after adjustment by way of cancellation of the total amount recorded as investments in the merging companies in the books of the Transferee Company, has been credited to capital reserve account of the Transferee Company.

B) Financial Reorganisation of Transferee Company by utilisation of reserves for adjustment of debit balance of profit and loss account.

In accordance with the Scheme, the Company has given effect to the financial reorganisation as provided in the Scheme. The salient features of the financial reorganisation are as follows:

a) The debit balance of the Profit and Loss Account of the Transferee Company as appearing in its audited financial statements for the year ending March 31, 2010 or created pursuant to this Scheme, has been adjusted against the following, in the order specified, to the extent required:

- Capital Reserve created pursuant to the Scheme;

- Revaluation Reserve of the Transferee Company including Revaluation Reserve of the Transferor Companies; and

- Securities Premium Account of the Transferee Company including Securities Premium Account of the Transferor Companies .

7. Segment information

The Company operates in the single primary segment of television media and accordingly, there is no separate reportable segment.

8. Related party disclosures

I. Names of related parties and nature of relationship Related parties where control exists

RRPR Holding Private Limited

Mrs. Radhika Roy Dr. Prannoy Roy

Subsidiaries (Direct /Indirect)

NDTV Media Limited

NDTV Emerging Market BV

NDTV Convergence Limited

NDTV Labs Limited

NDTV Lifestyle Holdings Private Limited

NDTV Lifestyle Limited

NDTV Networks Limited (Formerly NDTV Networks Private Limited)

Metronation Chennai Television Limited

NDTV One Holdings Limited

NDTV (Mauritius) Multimedia Limited

NDTV Worldwide Mauritius Limited

NDTV Worldwide Limited

Delta Softpro Pvt Limited

Joint Venture

NGEN Media Services Private Limited

Associate Company

Astro Awani Networks Limited

Key Management Personnel and their relatives

Dr. Prannoy Roy Executive Co-Chairperson

Radhika Roy Executive Co-Chairperson

K.V.L. Narayan Rao Executive Vice Chairperson

Vikramditya Chandra Group CEO & Executive Director

III. Other Key Agreements

In order to leverages the existing resources of NDTV and also to ensure economies of scale, the Company has agreements with its subsidiaries, NDTV Labs Limited (Labs), NDTV Convergence Limited and NDTV Lifestyle Limited (Lifestyle) (Collectively referred to as NDTV Group Companies). The key agreements that the Company has entered into are:

a) Co-operation agreement under which the companies have mutually agreed to grant exclusive royalty free license to use any programme footage or news content whether created or owned by company for up to three minutes subject to the same being used in NDTV branded channel and has also granted right of first refusal to the others with respect to licensing of distribution rights to any programme or news content except for programmes which are made specifically for a third party

b) Shared Service Agreements under which the Company has agreed to provide specified shared services on an arms length basis to the group companies. Separate service legal agreements (SLA) have been entered into for providing finance and accounting, MIS, legal and regulatory compliance, human resource, satellite up linking services at a consideration to be ascertained for each specific service.

c) Cross Channel Promotion Arrangement under which the NDTV Group companies have agreed to implement a common cross channel promotion agreement. Under the said agreement the charge-outs will be at agreed rates. The Company has been alloted fixed airtime in lieu of banner on NDTV.com

b) Other commitments

The Company has given comfort letter to Metronation Chennai Limited confirming that the Company shall provide financial and operational support to assist that company in meeting its liabilities as and when they fall due, to the extent of Company's proportion in the share capital of that company.

9. Contingent liabilities

a. Bank Guarantees issued for Nil (Previous Year Rs 2.00 million). These have been issued in the ordinary course of business and no liabilities are expected.

b. Claims against the Company not acknowledged as debts: Rs. 82.56 million (Previous Year Rs. 82.56 million). The amount represents the best possible estimate arrived at on the basis of available information. The uncertainties and possible reimbursements are dependent on outcome of the legal process and therefore cannot be predicted accurately. The Company has engaged reputed professional advisors to protect its interest and has been advised that it has strong legal positions against such dispute.

c. The Company has received legal notices of claims / lawsuits filed against it relating to infringement of copyrights, trademarks and defamation suits in relation to the programmes produced by it. In the opinion of the management supported by legal advice, no material liability is likely to arise on account of such claims/law suits.

10. Subsequent events

I. Metronation Chennai Television Limited - MIB Approval

The Company and its Joint Venture Partner M/s. Kasturi and Sons Limited, on 20th August 2011 entered into an agreement with "Educational Trust Company Private Limited" for the sale of 100% of their respective stakes in Metro Nation Chennai Television Limited for a consideration aggregating Rs.1,500 Lacs. Subsequent to close of the financial year ended 31st March 2012, the joint venture has received approval from the Ministry of Information & Broadcasting for the transfer of 100% stake of the Company and its Joint Venture Partner M/s. Kasturi and Sons Limited. The Company and its Joint Venture Partner M/s. Kasturi and Sons Limited are in the process of completing the formalities and transferring the shareholding to Educational Trust Company including change in the directorship.

II. Turner General Entertainment Networks India Private Limited (Formerly NDTV Imagine Limited) - Abrupt shut down of operations

The Company through its subsidiary held a minority stake in Turner General Entertainment Networks India Private Limited (Formerly NDTV Imagine Limited). Pursuant to an abrupt decision by Turner General Entertainment Networks India Private Limited to shut down their channel "Imagine", the Company and the subsidiary of the Company has provided for doubtful debts, diminution in the value of investment and contingencies in the profit and loss account of the financial year 31st March 2012. The Company has engaged lawyers and in the process of seeking a legal opinion available to a minority stake holder in the case of abrupt decision by the management.

11. Details of dues to micro and small enterprises as defined under the MSMED Act, 2006 (As Applicable)

During the year the Company has sought status confirmation from its vendors to classify them as Micro, Small and Medium

Enterprises under the Micro, Small and Medium Enterprises Development Act, 2006. Based on the responses received from the vendors the Company has determined the required disclosures as below:

12. Going concern

Keeping the current economic environment and other factors in mind, the Company has recast its business plans and streamlined operations. Based on these actions and its business plans, the Company is confident of its ability to continue operations for the foreseeable future and accordingly the accounts of the Company are prepared on a going concern basis.

13. Acquisition during the year

During the year, the Company has acquired 100% stake in Delta Softpro Private Limited, with effect from February 24, 2012 ("acquisition date").

14. Previous year figures

Till the year ended 31 March 2011, the Company followed the pre-revised Schedule VI to the Companies Act 1956, for preparation and presentation of its financial statements. During the year ended 31 March 2012, the revised Schedule VI notified under the Companies Act 1956, has become applicable to the Company. The Company has reclassified previous year figures to conform to this year's classification.


Mar 31, 2011

1. Employee Stock Option Plan– ESOP 2004

The Company instituted the Employee Stock Option Plan – ESOP 2004 to grant equity-based incentives to all its eligible employees. The ESOP 2004, approved by the shareholders on September 19, 2005 provides for grant of 4,057 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. The detail of options granted to employees under the ESOP 2004 is set out below.

In view of the non availability of adequate historical data for the Company, the historical volatility of another entity within the same industry has been considered.

Being the interest rate applicable for maturity equal to the expected life of options based on zero-coupon yield curve for Government Securities.

Vesting period and volatility of the underlying equity shares have been considered for estimation.

Since the average price trend for earlier years was not available as the Company was listed in May 2004, dividend yield has not been considered.

In accordance with the accounting treatment prescribed under the SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the liability outstanding as at the March 31, 2011 in respect of Employee Stock Options outstanding is Rs Nil (previous year Rs. Nil). The balance deferred compensation expense is Rs Nil (previous year Rs Nil). The Company has expensed Rs 39 thousand during the previous year as Employee Stock Compensation Expense.

Employee Stock Purchase Scheme 2009 (ESPS- 2009)

In view of the proposed restructuring of the Company and its subsidiaries, the employees who had opted for the surrender of their stock vested/unvested/unexercised options, granted to them under ESOP 2004, the Company instituted the Employee Stock Purchase Scheme 2009 (the "Scheme”) for compensating the aforesaid employees of the Company and its subsidiaries by granting shares thereunder. Accordingly, the Scheme was formulated in accordance with the SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

The Scheme was approved by the shareholders on March 10, 2009 and provides for issue of 2,146,540 Equity Shares to the Eligible employees of the Company by the ESPS Committee at an exercise price of Rs. 4/- each.

Accordingly, during the year the Company has allotted 11,740 (Previous Year 1,741,435) shares out of 1,764,425 shares issued on March 31, 2009 to the eligible employees and transferred the liability outstanding of Rs. 911 thousand (Previous Year Rs 135,222 thousand) to securities premium account. The liability outstanding in respect of Employee share purchase outstanding as at March 31, 2011 is Rs. 873 thousand (Previous year 1,785 thousand) towards 11,250 (Previous Year 22,990) shares to be allotted under ESPS-2009.

2. During the year, the Company and its subsidiaries NDTV Lifestyle Holdings Private Limited ("NLHPS”) and NDTV Networks Limited ("NNL”) have entered into an agreement with South Asia Creative Assets Limited ("SACAL”), a subsidiary of Astro All Asia Networks Plc to create a strategic alliance for lifestyle channels in India. Pursuant to the agreement, SACAL has infused $ 40 million in two tranches to gain 49% stake in NLHPS and the balance 51% is held by NNL, a subsidiary of the Company. NLHPS is the holding company of NDTV Lifestyle Limited which operates the NDTV Goodtimes channel.

3. With effect from April 1, 2011, the Company has entered into a 5 year agreement dated March 29, 2011 with Star India Private Limited ("Star India”), for exclusive representation for advertising sales for the Companys news channels in India. Accordingly, the existing arrangement for these services with AIDEM Ventures Private Limited has been discontinued.

4. During the year, the Board of Directors of the Company accorded an approval for the simplifcation of the international structure of the NDTV Group by way of merger, liquidation etc of its direct and indirect subsidiaries. Subsequently, 10% direct stake in NDTV BV and 50% stake in Emerging Markets BV has been transferred to NDTV Networks BV. NDTV BV has been merged on October 15, 2010 with NDTV Networks BV. Also, the shares held by NDTV Networks Plc ("NNPLC”) in NDTV Lifestyle Limited, NDTV Convergence Limited, NGEN Media Services Private Limited, NDTV Labs Limited and Turner General Entertainment Networks Private Limited has been transferred to step down subsidiaries in India. Accordingly NNPLC has been put under liquidation on March 28, 2011 and control of all the assets and liabilities as at March 28, 2011 has been transferred to the Offcial Liquidator.

5. On April 30, 2010, the Company acquired a 51% stake in NDTV Studios Limited from NDTV Group Employees´ Trust. Consequently, NDTV Studios Limited has become a 100% subsidiary of the Company. Prior to this acquisition, NDTV

Studios Limited was an associate of the Company. NDTV Studios Ltd is engaged in building studios, production facilities etc. Subsequently, NDTV Studio Limited was merged with the Company w.e.f. April 1, 2010.

6. Scheme of Arrangement

A) Merger of NDTV Studios Limited (and its Subsidiaries) and NDTV News Limited with the Company.

(i) During the year, the Honble High Court of Delhi in its order dated November 8, 2010 has approved the Scheme of Arrangement ("Scheme”) for the merger of NDTV Studios Limited, NDTV India Plus Limited, NDTV Hindu Media Limited, NDTV Business Limited, NDTV News 24x7 Limited, New Delhi Television Media Limited, NDTV Delhi Limited and NDTV News Limited (collectively referred to a Transferor Company) into the Company (Transferee Company) with effect from the appointed date i.e. April 1, 2010. The said order was fled with the Registrar of Companies, Delhi & Haryana on December 17, 2010.

(ii) The salient features of the Scheme are as follows:

a) The entire business and the whole of the undertaking(s), property and liabilities of the Transferor Companies were transferred at their respective book values to and vested in the Transferee Company as a going concern in each case so as to become the properties and liabilities of the Transferee Company within the meaning of Section 2(1B) of the Income-tax Act, 1961.

b) The entire share capital of all the Transferor Companies (equity or compulsorily convertible preference shares (CCPS) as the case may be) was held by the Transferee Company directly or indirectly through its subsidiary company(s). Therefore, the Transferee Company has not issued any shares or paid any consideration to any of the Transferor Companies or to their shareholders.

c) The shares of the Transferor Companies in relation to the shares held by its members have been automatically cancelled.

d) Accounting treatment: The merger of the Transferor Companies with the Transferee Company has been accounted for in accordance with the "Pooling of Interest Method”, i.e. the Transferee Company has recorded all the assets and liabilities, including reserves/securities premium and profit and loss of the Transferor Companies vested in it pursuant to this Scheme, at their respective book values as appearing in the books of the Transferor Companies on the appointed date. The amount by which the aggregate of the book value of assets (other than investments in Transferor Companies) of the Transferor Companies vested in the Transferee Company exceeded the aggregate of book value of liabilities, reserves after adjustment by way of cancellation of the total amount recorded as investments in the merging companies in the books of the Transferee Company has been credited to capital reserve account of the Transferee Company.

B) Financial Reorganisation of Transferee Company by utilisation of reserves for adjustment of debit balance of profit and loss account.

(i) In accordance with the scheme, the Company has given effect to the Financial Reorganisation as provided in the scheme. The salient features of the Financial Reorganisation are as follows:

a) The debit balance of the profit and Loss Account of the Transferee Company as appearing in its audited financial statements for the year ending March 31, 2010 or created pursuant to this Scheme, has been adjusted against the following, in the order specifed, to the extent required:

– Capital Reserve created pursuant to the Scheme;

– Revaluation Reserve of the Transferee Company including Revaluation Reserve of the Transferor Companies (pursuant to the Scheme); and

– Securities Premium Account of the Transferee Company including Securities Premium Account of the Transferor Companies (pursuant to the Scheme).

8. Contingent Liabilities not provided for in respect of:

a. Bank Guarantees issued for Rs. 2,000 thousand (Previous Year Rs 2,905 thousand). These have been issued in the ordinary course of business and no liabilities are expected.

b. Corporate Guarantee Rs Nil (Previous Year – Rs 80,000 thousand) for partly securing a term loan and working capital facility sanctioned by a bank to a subsidiary Company. This has been issued in the ordinary course of business.

c. Claims against the Company not acknowledged as debts: Rs. 82,564 thousand (Previous Year Rs. 82,564 thousand). The amount represents the best possible estimate arrived at on the basis of available information. The uncertainties and possible reimbursements are dependent on outcome of the legal process and therefore cannot be predicted accurately. The Company has engaged reputed professional advisors to protect its interest and has been advised that it has strong legal positions against such dispute.

d. The Company has received legal notices of claims / lawsuits fled against it relating to infringement of copyrights, trademarks and defamation suits in relation to the programmes produced by it. In the opinion of the management supported by legal advice, no material liability is likely to arise on account of such claims/law suits.

12. Segment Reporting

The Company operates in the single primary segment of television media and accordingly, there is no separate reportable segment.

IV. Other Key Agreements

In order to leverages the existing resources of NDTV and also to ensure economies of scale, the Company has agreements with its subsidiaries, NDTV Networks Plc (NNPLC), NDTV Labs Limited (Labs), NDTV Convergence Limited and NDTV Lifestyle Limited (Lifestyle) (Collectively referred to as NDTV Group Companies). The key agreements that the Company has entered into are:

a) Co-operation agreement under which the companies have mutually agreed to grant exclusive royalty free licence to use any programme footage or news content whether created or owned by company for up to three minutes subject to the same being used in a NDTV branded channel and has also granted right of frst refusal to the others with respect to licensing of distribution rights to any programme or news content except for programmes which are made specifcally for a third party.

b) Shared Services Agreements under which the Company has agreed to provide specifed shared services on an arms length basis to the group Companies. Separate service level agreements (SLA) have been entered into for providing fnance and accounting, MIS, legal and regulatory compliance, human resource, satellite up linking services at a consideration to be ascertained for each specifc service.

c) Cross Channel Promotion Arrangement under which the NDTV Group companies have agreed to implement a common cross channel promotion agreement. Under the said agreement the charge-outs will be at agreed rates. The Company has been allotted fixed airtime in lieu of banner on NDTV.com.

(B) State Plans:

The Company deposits an amount determined at a fixed percentage of Basic pay every month to the state administered provident fund for the benefit of the employees. Accordingly, the Companys contribution during the year that has been charged to revenue amounts to Rs. 55,241 thousand (Previous Year Rs. 51,849 thousand).

C) Provision for other Employee benefits:

Provision for other employee benefit represents termination benefits paid/payable as per the policy of the Company

24. Keeping the current economic environment and other factors in mind, the Company has recast its business plans and streamlined operations. Based on these actions and its business plans, the Company is confdent of its ability to continue operations for the foreseeable future and accordingly the accounts of the Company are prepared on a going concern basis.

25. Interest accrued and due amounting to Rs. 3,030 thousand (Previous Year Rs.5,130 thousand) relates to interest for the month of March paid subsequently as the same was not debited by the bank as on March 31st.

26. The transfer pricing study under the Income Tax Act, in respect of transactions with group companies for the year will be completed before the fling of the tax return for the assessment year 2011-12. Adjustments, if any arising from the transfer pricing study shall be accounted for as and when the study is completed. The management confrms that all international transactions with associate enterprises were undertaken at "Arms length basis”.

27. Figures of the previous year have been regrouped wherever necessary to conform to current years fgures. Figures for the current year include those of the merged entities (Note 6 above). Accordingly, the current year fgures are not comparable to those of the previous year.


Mar 31, 2010

1. Employee Stock Option Plan - ESOP 2004

The Company instituted the Employee Stock Option Plan - ESOP 2004 to grant equity-based incentives to all its eligible employees. The ESOP 2004, approved by the shareholders on September 19, 2005 provides for grant of 4,057 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. The detail of options granted to employees under the ESOP 2004 is set out below.

In accordance with the accounting treatment prescribed under the SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, the liability outstanding as at the March 31, 2010 in respect of Employee Stock Options outstanding is Rs Nil (previous year Rs. 992 thousand). The balance deferred compensation expense is Rs Nil (previous year Rs 39 thousand). The Company has expensed Rs.39 thousand during the year as Employee Stock Compensation Expense.

The fair value of each stock option granted under ESOP 2004 as on the date of grant has been computed using Black- Scholes Option Pricing Formula and the model inputs are given as under:

2. Employee Stock Purchase Scheme 2009 (ESPS- 2009)

In view of the proposed restructuring of the Company and its subsidiaries, the employees who had opted for the surrender of their stock vested/unvested/unexercised options, granted to them under ESOP 2004, the Company instituted the Employee Stock Purchase Scheme 2009 (the "Scheme") for compensating the aforesaid employees of the Company and its subsidiaries by granting shares thereunder. Accordingly, the Scheme was formulated in accordance with the SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

The Scheme was approved by the shareholders on March 10, 2009 and provides for issue of 21, 46,540 Equity Shares to the Eligible employees of the Company by the ESPS Committee at an exercise price of Rs. 4/- each.

Accordingly, during the year the Company has allotted 1,741,435 shares out of 1,764,425 shares issued on March 31, 2009 to the eligible employees and transferred the liability outstanding of Rs 135,222 thousand to securities premium account. The liability outstanding in respect of Employee share purchase outstanding as at March 31, 2010 is Rs.1,785 thousand (Previous year 137,007 thousand) towards shares to be allotted under ESPS-2009.

3. During the year, the Company, through its subsidiary NDTV Networks BV, has bought back Universal Studios International BVs 26 percent indirect stake in its subsidiary NDTV Networks Pic at a consideration of Rs. 580,874 thousands (US$12.5 million), to further consolidate its position. Accordingly, the Company and Universal Studios International BV ("NBCU") agreed, through an agreement dated 14 October 2009, for the buyback of shares of NDTV BV held by Universal Studios International B.V. by NDTV Networks BV. The transactions contemplated in the aforesaid agreement were effected on 27 October 2009.

4. The Company and NDTV Networks Pic, on 8 December 2009, entered into an agreement with Turner Asia Pacific Ventures, Inc. ("TAPV") for the sale of controlling stake in Turner General Entertainment Networks India Limited (Formerly NDTV Imagine Limited - "NDTV Imagine"). Pursuant to the said agreement, NDTV Networks Pic, on 23 February 2010 ("Closing Date"), transferred to TAPV 12,638,592 shares representing 85.68% of the issued and paid up equity share capital of NDTV Imagine on the Closing date resulting in a decrease of NDTV networks Pics stake in NDTV Imagine from 90.68% to 5% for a cash consideration aggregating to US$ 73.48 million. The transaction also involved a further infusion of a sum of US$ 50 million as equity capital in NDTV Imagine by TAPV, which has resulted in further dilution to 3.18%.

5. The Company and NDTV Networks Pic, has entered into a strategic alliance with Scripps Networks Interactive (Scripps), a leading developer of lifestyle-oriented content for television and the internet in the United States and agreed to sell 44% of the present issued equity capital in NDTV Lifestyle Limited held by NDTV Networks Pic for an amount of US$ 35 million. The transaction entails further infusion of capital equivalent to 25% of the equity on a fully diluted basis in NDTV Lifestyle Limited, further to which NDTV Network Pics shareholding in Lifestyle would be reduced to ?r,°/o and Scripps shall hold the balancing 69% stake in Lifestyle. The total transaction value is US$ 55 million. In addition to operating NDTV Good Times, Scripps Networks and the Company plan to launch other lifestyle television channels through the NDTV Lifestyle partnership.

6. During the year, NDTV Networks Pic, an indirect subsidiary of the Company, has repurchased the US$ 100 Million Step up Coupon Bonds due 2012. The Bonds have been repurchased for US$ 72.4 Million financed through bank loans. The repurchase has allowed NDTV Networks Pic to significantly reduce its outstanding borrowings and also to cut down on interest burden. Consequent to the repurchase of the Bonds by NDTV Networks Pic, the restrictive covenants which were applicable have ceased, allowing NDTV Networks Pic and its subsidiaries flexibility for restructuring and financing the businesses including being able to access bank finances for working capital and other requirements. Further, an undertaking to provide a corporate guarantee given by the Company to repay the 40% of the outstanding Bonds has ceased to exist upon re-purchase of the bonds. The transaction has resulted in a gain on buy back amounting to Rs. 12,828 Lacs (US$ 27.60 Million) for NDTV Networks Pic.

Upon completion of transaction of stake sale in NDTV Imagine to TAVP (Refer Note - 4), all the bank loans taken by NDTV Networks Pic to finance the repurchase of bonds are repaid and any corporate guarantee given by the Company on behalf of NDTV Networks Pic in relation to such bank loan has been released. Further, all other undertakings and pledge or lien of the equity share capital of NDTV Imagine Limited, NDTV Lifestyle Limited or NDTV Convergence Limited has also been released upon repayment of such bank loans.

7. The Demerger Committee of the Board of Directors of the Company at its meeting held on April 08, 2010, has approved the withdrawal of the Petition filed before the Honble High Court of Delhi seeking its approval to the Scheme of Arrangement for Demerger of news and non-news businesses of the Group. The aforesaid decision has been taken by the Committee in view of the recent initiatives taken by the NDTV Group with respect to its non-news business, pursuant to which a substantial part of NDTV Groups stake in the non-news entertainment entity NDTV Imagine has been transferred to Turner Asia Pacific Ventures, Inc (Note B-4). Also, an Agreement has been entered into with Scripps Networks Interactive Inc. for the sale of majority stake in NDTV Lifestyle(Note B-5). Further to the aforesaid transfers, the value of the non-news businesses of the group will not be as significant as earlier. Hence, news and non-news holdings of the group continue to be held in the existing entities, instead of getting demerged into separate entities. The Honble High Court of Delhi, in a hearing held on April 08, 2010, has allowed the withdrawal of the Petition filed by the Company for the approval of the Scheme of Arrangement for demerger of its news and non-news businesses.

8. Estimated amount of contracts remaining to be executed on capital account, not provided for (net of capital advances)

9. Contingent Liabilities not provided for in respect of:

i. Bank Guarantees issued for Rs. 2,905 thousand (Previous Year Rs 3,612 thousand). These have been issued in the ordinary course of business and no liabilities are expected.

ii. Corporate Guarantee Rs 80,000 thousand (Previous Year - Rs Nil) for partly securing a term loan and working capital facility sanctioned by a bank to a subsidiary Company.

iii. Claims against the Company not acknowledged as debts: Rs. 82,564 thousand (Previous Year Rs. 82,564 thousand). The amount represent the best possible estimates arrived at on the basis of available information. The uncertainties and possible reimbursements are dependent on outcome of the legal process and therefore cannot be predicted accurately. The Company has engaged reputed professional advisors to protect its interest and has been advised that it has strong legal positions against such dispute.

iv. The Company has received legal notices of claims / lawsuits filed against it relating to infringement of copyrights, trademarks and defamation suits in relation to the programmes produced by it. In the opinion of the management supported by legal advice, no material liability is likely to arise on account of such claims/law suits.

10. Segment Reporting

The Company operates in the single primary segment of television media and accordingly, there is no separate reportable segment.

11. Related Party Transactions

I. Names of related parties, where control exists or with whom transactions were carried out during each year and description of relationship as identified and certified by the Company as per the requirements of Accounting Standard - 18.

Subsidiaries (Direct/ Indirect)

1. NDTV Media Limited

2. NDTV News Limited

3. NDTV Emerging Market BV (Formerly Emerging Market 24X7 BV)

4. NDTV BV (Formerly NDTV Networks BV)

5. NDTV Networks BV

6. NDTV Networks PLC

7. NDTV Convergence Limited

8. NDTV Labs Limited

IV. Other Key Agreements

In order to leverage the existing resources of NDTV and also to ensure economies of scale, the Company has agreement with its subsidiaries, NDTV Networks Pic (NNPLC), NDTV Labs Limited (Labs) and NDTV Lifestyle Limited (Lifestyle) (Collectively referred to as NDTV Group Companies). The key agreements that the Company has entered into are:

a) Co-operation agreement under which the Companies have mutually agreed to grant exclusive royalty free license to use any program footage or news content whether created or owned by other Company for up to three minutes subject to the same being used in a NDTV branded Channel and has also granted right of first refusal to the others with respect to licensing of distribution rights to any program or news content except for programs which are made specifically for a third party.

b) Shared Services Agreements under which the Company has agreed to provide specified shared services on an arms length basis to the group Companies. Further separate service level agreements (SLA) have been entered for providing Finance and accounting, MIS, Legal and regulatory compliance, Human Resource, Satellite Up linking services etc, at a consideration to be ascertained for each specific service.

c) Cross Channel Promo Arrangement under which the NDTV Group companies have agreed to implement a common cross channel promotion agreement. Under the said agreement the charge-outs shall be on agreed rates. The Company has been allotted fixed airtime in lieu of Banner on NDTV.com.

d) NDTV Imagine along with its subsidiaries has entered into an agreement with the Company for termination of certain shared service agreements, co-operation agreements, trademark license agreements, content access agreements, etc. Such termination agreement comes into effect on acquisition of the shares of NDTV Networks Pic in NDTV Imagine by TAPV (Refer Note B-4). Further, the Company has agreed to waive on the Closing Date the sum owed by the NDTV Imagine to pay NDTV aggregating to Rs. 805 lacs (US$ 1.6 million). This amount of waiver to be reimbursed by NDTV Networks Pic to the Company, since the waiver has been provided by the Company to facilitate NDTV Networks Pics stake sale in NDTV Imagine.

12. Operating Leases

i) The Company has taken various residential/commercial premises/Vehicles under cancellable operating leases.

ii) The rental expense for the current year, in respect of operating leases was Rs.197,543 thousand (Previous Year Rs 149,426 thousand).

iii) The Company has also taken residential/commercial premises on lease which are non-cancellable period. The future minimum lease payments in respect of such leases are as follows:

13. The Company has accounted for the long term defined benefits and contribution schemes as under:

(A) Defined Benefits Scheme

The Company provides for long term defined benefit schemes of gratuity on the basis of actuarial valuation on the balance sheet date based on the Projected Unit Credit Method. In respect of gratuity, the Company funds the benefits through annual contributions to Life Insurance Corporation of India (LIC). The actuarial valuation of the liability towards the Gratuity Retirement benefits of the employees is made on the basis of certain assumptions with respect to the variable elements affecting the computations including estimation of interest rate of earnings on contributions to LIC. The Company recognises the actuarial gains and losses in the profit & loss account as income and expense in the period in which they occur.

(B) State Plans:

The Company deposits an amount determined at a fixed percentage of Basic pay every month to the state administered provident fund for the benefit of the employees. Accordingly, the Companys contribution during the year that has been charged to revenue amounts to Rs 51,849 thousand (Previous Year Rs. 56,762 thousand).

(C) Provision for other Employee Benefits:

14. Income from consultancy in the previous year includes an amount of Rs 241,000 thousand towards services provided by the Company to its subsidiary in connection with the dilution of stake in NDTV Networks Pic through a Shareholders agreement dated 23 May 2008 entered into by the Company, along with its subsidiaries NDTV BV, NDTV Networks BV, and NDTV Networks Pic with NBC Universal Inc. and one of its affiliates Universal Studios International BV (NBCU), for subscription of shares in NDTV BV equivalent to 26% effective indirect stake in NNPLC for an amount of US$150 million. The aforesaid stake has been bought back by the Company through NDTV Networks BV during the year (Note B-3) to further consolidate its position.

15. During the previous year, the Company had revalued its blocks of fixed assets comprising of land & buildings situated at various locations. The said valuation was carried out by an independent valuer based on the prevailing market rate in respect of land and buildings as at March 31, 2009. Accordingly an amount of Rs 74,541 thousand and Rs 155,098 thousand being the appreciation in the value of land and buildings respectively had been accounted for as additions to the gross block of the fixed assets with a corresponding increase in the revaluation reserve for the previous year.

16. The transfer pricing study under the Income Tax Act, in respect of transactions with group companies for the year will be completed before the filing of the tax return for the assessment year 2010-11. Adjustments, if any arising from the transfer pricing study shall be accounted for as and when the study is completed. The management confirms that all international transactions with associate enterprises were undertaken at "Arms length basis".

17. The Company has entered into a one year agreement on March 29, 2010, effective April 1, 2010 with AIDEM Ventures Private Limited ("AIDEM Ventures"), for advertising sales and marketing services for its channels and provision of other consultancy services. AIDEM Ventures is a new media company set up by L.S. Nayak, who was earlier the CEO of NDTV Media Limited. Following this, the Company has discontinued its existing arrangement with NDTV Media Limited for these services.

18. Interest accrued and due amounting to Rs. 5,130 thousand relates to interest for the month of March, 2010 paid subsequently on April 7, 2010 as the same was not debited by the bank as on March 31, 2010.

19. Keeping the current economic environment and other factors in mind, the Company has recast its business plans and streamlined operations. Based on these actions and its business plans, the Company is confident of its ability to continue operations for the foreseeable future and accordingly the accounts of the Company are prepared on a going concern basis.

20. The Board of Directors in their meeting held on April 30, 2010 accorded an in-principle approval to the Scheme of Amalgamation ("Scheme") for the merger of NDTV Studios Limited, NDTV India Plus Limited, NDTV Hindu Media Limited, NDTV Business Limited, NDTV News 24x7 Limited, New Delhi Television Media Limited, NDTV Delhi Limited and NDTV News Limited into the Company. Further, the Reorganization Committee of the Board of Directors of the Company has been authorised to make changes / amendments, if any required in the Scheme and finalize the same and take all steps necessary to give effect to the aforesaid amalgamation.

21. Figures of the previous year have been regrouped wherever necessary to conform to current years figures.

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