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New Delhi Television Ltd.

BSE: 532529 Sector: Media
NSE: NDTV ISIN Code: INE155G01029
BSE 00:00 | 18 Jun 33.65 -0.45






NSE 00:00 | 18 Jun 33.95 -0.25






OPEN 34.10
52-Week high 75.45
52-Week low 30.00
Mkt Cap.(Rs cr) 217
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 34.10
CLOSE 34.10
52-Week high 75.45
52-Week low 30.00
Mkt Cap.(Rs cr) 217
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

New Delhi Television Ltd. (NDTV) - Director Report

Company director report


Your Directors have pleasure in presenting the Twenty Ninth AnnualReport and audited financial statements of the Company for the financial year ended March31 2017.


The financial performance of the Company for the year ended March 312017 as compared to the previous financial year ended March 31 2016 is summarized asunder:-

(Rs. in Million)
Year ended Year ended Year ended Year ended
31.03.2017 31.03.2016 31.03.2017 31.03.2016



Business Income 3817.27 4286.98 5226.65 5657.65
Other Income 63.42 54.53 125.36 113.59
Total Income 3880.69 4341.51 5352.01 5771.24
Profit/(Loss) before exceptional and extra-ordinary (452.53) (210.59) (578.10) (681.04)
items and tax
Exceptional items 74.00 - 74.00 -
Current Tax 7.07 5.51 85.56 79.62
Deferred Tax write down - - (0.55) (4.28)
Tax for earlier years (0.24) - (0.24) -
Profit/(Loss) after Tax (533.36) (216.10) (736.87) (756.38)
Share of minority - - (47.02) (191.65)
Share in Profit/(Loss) of associate - - 2.03 16.53
Profit /(Loss) for the year carried to Reserves and (533.36) (216.10) (687.82) (548.20)
Balance Profit/(Loss) brought forward from previous year (2209.47) (1993.37) (3045.96) (2497.76)
Balance as at the end of the year (2742.83) (2209.47) (3733.78) (3045.96)
Earning Per Share (8.27) (3.35) (10.67) (8.50)


In accordance with Accounting Standard 21 on Consolidated FinancialStatements and Accounting Standard 23 on Accounting for Investments in Associates inConsolidated Financial Statements the audited consolidated financial statements areprovided in the Annual Report.


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


In view of the loss no dividend has been recommended for the financialyear 2016-17.


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


In view of the loss incurred provisions of Section 135 of theCompanies Act 2013 relating to incurring expenditure on Corporate Social Responsibilityare not applicable to the Company. However as a responsible corporate the

Company has taken various initiatives for the benefit of the societyand various other stakeholders the details of which are provided in this Report asAnnexure 1.


The Company has complied with the corporate governance requirements asstipulated under the various regulations of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the Companies Act 2013. A report on CorporateGovernance along with certificate on its compliance forms a part of the Annual Report


The Board of Directors of the Company on May 05 2017 had approved: of entire equity stake owned and held by NDTV Lifestyle Holdings Limited ("LifestyleHoldco") NDTV Convergence Limited ("Convergence") and NDTVWorldwide Limited ("Worldwide") each a material subsidiary of theCompany in NDTV Ethnic Retail Limited ("Ethnic") another materialsubsidiary of the Company constituting approx. 99.92% of the fully paid-up equity sharecapital of Ethnic for Rs. 3.6518 per equity share to Nameh Hotels & Resorts PrivateLimited ("Nameh"). Pursuant to the completion of the aforementioned stakesale by Lifestyle Holdco Convergence and Worldwide to Nameh complete business of Ethnicand its subsidiary i.e. Indianroots Retail Private Limited will be transferred to Nameh.b. sale/disposal of part of equity stake owned and held by NDTV Networks Limited ("Networks")a material subsidiary of the Company constituting 2% (two percent) of the fully paid-upequity share capital of Lifestyle Holdco another material subsidiary of the Company forRs. 17.7247 per equity share to Nameh. Pursuant to the completion of the aforementionedstake sale by Networks and Nameh undertaking a series of transactions for the purchase ofshares of Lifestyle Holdco the Company will cease to exercise control on Lifestyle Holdcoand its subsidiary i.e. NDTV Lifestyle Limited.

Both the aforesaid transactions are subject to the approval of themembers of the Company. The Company as on date of this Report is in the process of seekingapproval of the members through postal ballot.

During the year under review the Registrar of Companies (RoC) approvedapplication(s) filed by three subsidiaries of the Company - Fifth Gear Auto LimitedBrickbuyBrick Ventures Limited and SmartCooky Ventures Limited for striking off their namefrom the register of RoC. Further on the date of this Report the application filed byRed Pixel Gadgets Limited for striking off its name is pending for final approval of RoC.

Details of the subsidiaries and associate company of the Company havealso been mentioned in MGT-9 which forms a part of this Report.

A report on performance and financial position of each of thesubsidiaries and associate company in the format AOC-1 under the Companies Act 2013 isprovided in the consolidated financial statements of the Company.


The Company's policy on "material subsidiary" is placedon the Company's website and can be accessed at


Details of loans guarantees investments and security providedpursuant to the provisions of Section 186 of the

Companies Act 2013 are provided in notes forming part of thestandalone financial statements.


During the financial year under review six (6) meetings of the Boardof Directors were held details of which along with the details of attendance of Directorsof the Company at the said meetings have been provided in the Corporate Governance Report.A calendar of meetings for every year is prepared and circulated in advance to theDirectors.


Composition of the Audit Committee of the Board along with the detailsof the meetings held during the financial year under review and attendance of Committeemembers at the said meetings have been provided in the Corporate Governance Report whichforms part of the Annual Report. All the recommendations made by the Audit Committee wereaccepted by the Board.


In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mr. Pramod Bhasin Non-ExecutiveNon-Independent Director is liable to retire by rotation at the ensuing Annual

General Meeting (AGM) and being eligible offers himself forre-appointment.

During the year under review Mr. Vikramaditya Chandra stepped downfrom the position of Group CEO and Executive Director of the Company w.e.f. October 272016. Mr. K.V.L. Narayan Rao who was entrusted with additional responsibilities as GroupCEO w.e.f. October 27 2016 stepped down from directorship of the Company w.e.f. November14 2016. However he continues as Group CEO and Executive Vice-Chairperson.

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


Ms. Indrani Roy Mr. Kaushik Dutta and Mr. John Martin O'Loan arethe Independent Directors of the Company. Mr. Vijaya Bhaskar Menon IndependentDirector stepped down as Director of the Company w.e.f. November 14 2016. Mr. AmalGanguli Independent Director of the Company expired on May 8 2017. The Board ofDirectors of the Company placed on record deep appreciation for the valuable contributionsmade by Mr. Menon and Mr. Ganguli during their association with the Company. Further theBoard of Directors acknowledged that passing away of Mr. Amal Ganguli is a huge loss tothe Company its employees and all other stakeholders.

The Company has received declaration of independence in accordance withthe 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 Directorsare available on the website of the Company at:' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) & (5) of theCompanies Act 2013 your Directors state that: a) in the preparation of the annualaccounts for the financial year ended March 31 2017 the applicable accounting standardshad been followed and proper explanations provided relating to material departures ifany; b) such accounting policies have been selected and applied consistently and judgmentsand estimates made that are reasonable and prudent so as to give a true and fair view ofthe state of affairs of the Company at the end of the financial year 2016-17 and of theloss of the Company for that c) proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) the annual accounts for the financial yearended March 31 2017 have been prepared on a going concern basis; e) internal financialcontrols were followed by the Company and they are adequate and are and f) proper systemshave been devised to ensure compliance with the provisions of all applicable laws and suchsystems are adequate and operating effectively.


In terms of Section 134 of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements)

Regulations 2015 the Company has an Internal Control Systemcommensurate with the size scale and complexity of its operations. To maintain itsobjectivity and independence the Internal Auditors report to the Audit Committee of theBoard.

The Internal Auditors monitor and evaluate the efficacy and adequacy ofinternal control system its compliance with operating systems accounting procedures andpolicies in the Company. Based on the report of internal audit function process ownersundertake corrective action in their respective areas and thereby further strengthen thecontrols. Significant audit observations and corrective actions thereon are presented tothe Audit time to time.

The Company has in place adequate internal financial controlscommensurate with the size and scale of the operations of the Company. During the periodunder review such controls were tested and no reportable material weakness in the designor operations were observed.


The Company has a Vigil Mechanism/Whistle Blower Policy. The mechanismunder the Policy has been communicated within the organisation. The objective of thismechanism is to eliminate and help to prevent malpractices to investigate and resolvecomplaints take appropriate action to safeguard the interests of the Company and toensure that whistleblower is protected. The Company has appointed an Independent Ombudsmanfor the purpose of reporting enforcing and monitoring the Whistle Blower Policy andprocedures. The details of the Vigil Mechanism have been provided in the CorporateGovernance Report and are also available on the website of the Company at:


Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements)

Regulations 2015 the Board of Directors of the Company has carriedout the annual evaluation of its own performance the Directors individually as well as ofits committees. The performance of individual directors was evaluated on parameters suchas level of engagement and contribution independence of judgment safeguarding theinterest of the Company and its minority shareholders time devoted etc.


All transactions with related parties were in the ordinary course ofbusiness and on an arm's length pricing basis and were approved by the AuditCommittee. Details of related party transactions have been disclosed in the notes to thefinancial statements.

There were no transactions which could be considered material in termsof the Company's Policy on related party transactions. Further there were notransactions that were required to be reported in Form AOC-2.

The policy on related party transaction has been placed on the websiteof the Company at: related-party-transaction-policy.


Pursuant to Regulation 17(9) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has adopted a risk managementpolicy and identified risks and is taking appropriate steps for their mitigation. TheBoard of Directors doesn't foresee any immediate risk which threatens the existenceof the Company. The details of the Risk Management Policy of the Company are available onthe website of the Company at:


The Auditors of the Company M/s. B S R & Associates LLP CharteredAccountants (FRN: 116231W/W-100024) hold office until the conclusion32 nd Annual GeneralMeeting (AGM) of the Company subject to ratification of their appointment by the Membersof the Company at every AGM.

The Auditors have confirmed their eligibility to effect thatratification of their appointment if made would be within the prescribed limit under theCompanies Act 2013 and that they are not disqualified for ratification of theirappointment. The Board of Directors on recommendation of Audit Committee propose theratification of appointment of M/s. B S R

& Associates LLP Chartered Accountants as Statutory Auditors ofthe Company at the forthcoming AGM.

The notes on financial statements referred to in the Auditors'Report are self-explanatory and do not call for any further comments. The Auditors'Report to the Members for the year under review does not contain any qualificationreservation or adverse remark.

Cost Auditors

The Board of Directors on recommendation of the Audit Committeeappointed M/s Sanjay Gupta & Associates

Cost Accountants (FRN: 000212) to conduct audit of cost records of theCompany for the financial year 2016-17.

Pursuant to the provisions of Section 148 of the Companies Act 2013read with the Companies (Audit and Auditors)

Rules 2014 approval of the Members of the Company for ratification ofremuneration payable to the Cost Auditors for conducting audit of cost records of theCompany for financial year 2016-17 is being sought at the forthcoming

AGM of the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Board of Directors appointed M/s Hemant Singh &

Associates a firm of Company Secretaries in Practice to conductSecretarial Audit of the Company for the financial year 2016-17. The Secretarial AuditReport is attached as Annexure 2 to this Report. The Report does not contain anyqualification reservation or adverse remark.


The Company has adopted a Nomination & Remuneration Policyattached as Annexure 3 to this Report.


Pursuant to the provisions of Section 134 of the Companies Act 2013read with Rule 12 of the Companies

(Management and Administration) Rules 2014 extract of annual returnin Form MGT 9 is attached as Annexure 4 to this Report.


1. Tax Demand a. Tax demand for Assessment Year 2009-10

During the financial year 2013-14 the Company had received anassessment order for tax demand of Rs. 450 crores for the Assessment Year (AY)2009-10 against which it had filed an appeal before the Income Tax Appellate Tribunal(ITAT). The ITAT had granted a stay on recovery of the tax demand for a period of oneyear which was then also extended by the Hon'ble High Court of Delhi (the Court). Inthe meanwhile the Company received a Show Cause Notice on June 16 2016 from the DeputyCommissioner of Income Tax ("SCN") which is consequential to the above mentionedassessment order. The quantum of such proposed penalty as stated in the SCN is Rs. 525.38crores. The ITAT on Company's appeal while allowing the Income Tax Department(Department) to continue with the investigations granted a stay on

Department for imposing penalty till the quantum appeal is disposed of.The Hon'ble Court on an appeal filed by the Department vacated the stay granted byITAT while reserving the matter to be heard on merits. The Hon'ble Supreme Court ona Special Leave Petition filed by the Company directed the Hon'ble Court to disposeof the matter within a period of ten days. The main appeal is pending before theHon'ble Court.

b. Tax Demand for Assessment Year 2007-08

In April 2016 the Company received an order raising a tax demand ofRs. 47.27 crores from the Income Tax Department pertaining to Assessment Year (AY)2007-08 calling an investment of US$ 20 Million by

M/s Fuse+ Media Holding LP (Fuse+ Media) a wholly owned subsidiary ofM/s. Velocity Interactive Group in

NDTV Networks Plc. (NNLPC) erstwhile subsidiary of the Company as a"sham transaction". This follows an earlier similar order for AY 2009-10calling the investment by NBCU - a subsidiary of General Electric - also a "shamtransaction". Fuse+ Media Group is a respected and leading Silicon Valley investmentcompany and continues to be invested in NDTV Group till date. Based on the legal advicereceived from senior counsel the Company strongly believes that the said order isuntenable and misconceived. The Company has filed an appeal against the order alongwiththe stay application


During earlier years the Company had received a show cause notice fromthe Securities & Exchange

Board of India (SEBI) for alleged violation of clause 36 of the listingagreement regarding non-disclosure of alleged tax demand of Rs. 450 Crores as detailedabove. SEBI had then passed an Order under Section 23A and Section 23E of the SecuritiesContracts (Regulation) Act 1956 levying a penalty of Rs. 2 crores on the Company. TheCompanyhadfiledan appeal with SAT against the said Order. However the Board of Directorsin the interest of all the stakeholders of the Company for saving of time cost and toquickly close the matter to avoid protracted litigation on March 6 2017 had approved tofile settlement application with SEBI. The said application alongwith the settlementapplication filed by the Executive Directors and an erstwhile Officer of the Company iscurrently pending before SEBI. b. Notice issued by SEBI for alleged non-disclosuresunder SEBI Takeover Regulations

SEBI issued a notice dated June 8 2016 to the Company and itsPromoters with regard to certain alleged non-compliances related to delay/non-filing ofdisclosures in the previous years under SEBI Takeover Regulations which weretechnical/procedural in nature. The Board of Directors of the Company in interest of allstakeholders of the Company for saving of time cost and to quickly close the matter toavoid protracted litigation on March 6 2017 had approved to file settlement applicationfor some of the alleged non-disclosures with SEBI. The Company is in the process of filingthe settlement application


During the period under review the Company received an order datedNovember 2 2016 from the Ministry of

Information and Broadcasting (MIB) which directed the Company to stopthe transmission or re-transmission of Company's Hindi News Channel ‘NDTVIndia' for one day for its coverage of Pathankot attack telecast on ‘NDTVIndia'. The Company filed a writ petition before Hon'ble Supreme Court againstthe order of MIB.

Further on November 7 2016 another order was received from MIBholding its earlier dated November 2 2016 in abeyance till further orders. The writpetition filed by the Company is currently pending before the Hon'ble

Supreme Court.


The Company had filed a Petition before the Hon'ble High Court atDelhi (Court) on December 9 2013 allow reduction of reserves from its Securities PremiumAccount to offset certain losses incurred. Due to lapse of substantial time the wholepetition became redundant/infructuous. In terms of the decision of the Board of Directorsthe Company filed application for withdrawal of aforesaid Petition which was approved bythe National Company Law Tribunal vide its order dated March 10 2017.


During November 2015 the Company two of its executive Directors anofficer and NDTV Studios Ltd. (erstwhile subsidiary of the Company since merged with theCompany) received a show cause notice ("SCN") from the Directorate ofEnforcement ("ED") as to why adjudication proceedings should not be held foralleged contraventions of provisions under Foreign Exchange Management Act 1999 andregulations made thereunder. As per SCN the contraventions are in relation to the fundsraised by the Company's foreign subsidiaries during previous years.

In best interest of all the stakeholders of the Company; for savingtime cost and to quickly close the matter to avoid protracted litigation the Companywith the approval of Board of Directors in May 2016 had filed application(s) with theReserve Bank of India (RBI) for compounding of the contraventions alleged in the SCN. Thesaid compounding application(s) were returned by RBI in August 2016 on the ground thatcertain administrative actions were required to be completed by the Company. The Companyre-submitted the compounding application(s) and in January 2017 RBI returned theapplication(s) advising the Company to approach its Overseas Investment Division andForeign Investment Division for further guidance. The Company has sought clarity fromRBIofficialsin this matter. In the meanwhile the ED had issued a notice initiating theadjudication proceedings in the matters referred to in the earlier SCN. The Company isseeking appropriate legal advice in respect of adjudication proceedings.


The Company had in earlier years instituted the Employee Stock PurchaseScheme 2009 (the "Scheme") in accordance with the SEBI Guidelines for employeesof the Company and its subsidiaries by allotting shares thereunder. The Scheme wasapproved by the shareholders of the Company on March 10 2009 through postal ballot.During the financial year ended March 31 2017 there have been no issue allotment andexercise of shares under the Scheme and no material changes have taken place in theScheme. The Scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations2014 and the details are also placed on website of the Company at The Scheme provides for issue and allotment of not exceeding2146540 Equity Shares to the eligible employees of the Company and its subsidiaries bythe ESOP & ESPS Committee at an exercise price of Rs. 4/- each.

Disclosures in compliance with SEBI Guidelines as amended are setbelow:

1. The details of the number of shares issued under the Scheme 1753175 Equity Shares (11250 Equity Shares have been reversed in previous years)
2. The price at which such shares are issued Exercise price Rs. 4/- per share
3. Employee - wise details of the shares issued/ allotted to:
(a) Senior Managerial Personnel; During the year under review NIL equity shares were issued /allotted to the senior management personnel of the Company.
(b) Any other employee who is issued / allotted shares in any one year amounting to 5% or more issued / allotted during that year; No employee is in receipt of the issued/ allotted equity shares in any one year amounting to 5% or more equity shares issued/ allotted during that year except the following:


Name of Director/ No. of Equity Shares
Employee issued/ allotted during the
year 2009-10
Mr. K.V.L. Narayan Rao 137500
Ms. Smeeta Chakrabarti 116700
Total 254200


(c) Identified employees who were issued shares during any one year equal to or exceeding 1% of the issued capital of the Company at the time of issuance. There is no employee who has been issued equity shares during one year equal to or exceeding1% of the issued capital of the Company at the time of issuance.
4. Diluted Earning Per Share (EPS) pursuant to issuance of shares under the Scheme Since there is no issue of share during the FY 2016- 17 hence it is not applicable.
5. Consideration received against the issuance of shares No shares were issued during the year.
6. Loan repaid by the trust during the year from exercise price received N.A


In accordance with Section 134(3) (m) of the Companies Act 2013 readwith 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 effortsare made to conserve energy. Some of the steps taken by the Company towards energyconservation are as under:

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

Adoption of LED light technology in studios and office premises toreduce the power consumption;

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

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

B. Technology Absorption (Research and Development)

The Company continuously makes efforts towards research anddevelopmental activities whereby it can improve the quality and productivity of itsprograms. During the year under review Mobile Journalism (MoJo) has been testedextensively during recent Uttar Pradesh Uttrakhand Punjab Goa & Nagaland electionsfor covering LIVE news by using advanced 4G technology.

C. Foreign Exchange Earnings and Outgo

During the year the Company had foreign exchange earnings of Rs.393.79 million (previous year Rs. 350.67 million). The foreign exchange outgo onsubscription uplinking and news service travelling consultancy and professional feesrepairs and maintenance distribution and marketing fees and other expenses amounted toRs. 126.30 million (previous year Rs. 154.66 million). Outgo on account of capital goodsand others was Rs. 8.53 million (previous year Rs. 18.49 million).


Disclosures pertaining to remuneration and other details as requiredunder 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 theprescribed format and annexed herewith marked as Annexure 5 to this Report.

The statement containing particulars of employees as required underSection 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 aseparate annexure forming part of this Report. Further the Report and the accounts arebeing sent to the members excluding the aforesaid annexure. In terms of Section 136 of theCompanies Act 2013 the said annexure is open for inspection at the Registered Office ofthe Company during office hours between 1.00 p.m. and 3.00 p.m. on all working daysexcluding Saturdays prior to the date of Annual General Meeting. Any shareholderinterested in obtaining a copy of the same may write to the Company Secretary.


There have been no material changes and commitments which can affectthe financial position of the Company between the end of the financial year and the dateof this Report.

Statutory Auditors of the Company have notreportedincidentrelatedtofraudduringthefinancialyear 2016-17 to the Audit Committee orBoard of Directors under section 143(12) of the Companies Act 2013.


NDTV group has in place an Anti-Sexual Harassment Policy in compliancewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 (the Act). The Internal Complaints Committee (ICC)has been set up to redress complaints received regarding sexual harassment. During theperiod under review two complaints were received by the ICC and the same were resolvedafter due process within the prescribed time. There have also been regular training andawareness sessions organized as per the requirement of the aforesaid Act.


Your Directors acknowledge with thanks the support and co-operationextended by the Investors Bankers Business Associates and employees at all levels fortheir valuable patronage.

For and on behalf of the Board
Dr. Prannoy Roy
Executive Co- Chairperson
DIN: 00025576
Radhika Roy
Place: New Delhi Executive Co- Chairperson
Date: May 12 2017 DIN: 00025625