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New Delhi Television Ltd.

BSE: 532529 Sector: Media
NSE: NDTV ISIN Code: INE155G01029
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VOLUME 7696
52-Week high 106.20
52-Week low 27.20
P/E 11.28
Mkt Cap.(Rs cr) 535
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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New Delhi Television Ltd. (NDTV) - Director Report

Company director report

Dear Members

The Board of Directors is pleased to present the 32nd Annual Report alongwith the annual audited financial statements (standalone and consolidated) of the Companyfor the financial year ended March 31 2020.

FINANCIAL PERFORMANCE

Particulars

Standalone

Consolidated

March 31 2020 Year ended March 31 2019 March 31 2020 March 31 2019
Revenue from Operations 2223.33 2515.35 3731.66 3987.33
Other Income 195.12 226.88 197.95 236.29
Profit/Loss before Depreciation Finance Costs
378.82 435.07 725.79 724.27
Exceptional items and Tax Expense
Less: Depreciation/ Amortisation/ Impairment 85.12 94.90 108.16 119.16
Profit /Loss before Finance Costs Exceptional items and Tax Expense 293.70 340.17 617.63 605.11
Less: Finance Costs 163.37 167.02 248.65 278.79
Profit /Loss before Exceptional items and Tax Expense 130.33 173.15 368.98 326.32
Add/(less): Exceptional items - 40.00 - 40.00
Share of Profit/(loss) investees of equity accounted - - -13.90 -80.77
Profit /Loss before Tax Expense 130.33 133.15 355.08 205.55
Less: Tax Expense (Current & Deferred) - - 75.81 91.89
Profit /loss for the year (1) 130.33 133.15 279.27 113.66
Remeasurement of defined benefit obligations (2) -15.35 -16.84 -18.23 -18.25
Total (1+2) 114.98 116.31 261.04 95.41
Non-controlling interest - - 36.97 11.34
Other comprehensive income is attributable to:
Non-controlling interest - - -0.66 0.12
Profit /(Loss) for the year carried to Reserves and Surplus 114.98 116.31 224.73 83.95
Balance of profit /Loss for earlier years -3027.09 -3143.40 -3421.26 -3779.14
Adjustment on transition to IND AS 115 - - - -2.39
Adjustment on transition to new tax rate - - -0.13 -
Adjustment on account of surrender of share based awards - - - 130.48
Transfer of share based payment reserve to retained earnings - - - 154.64
Adjustment due to loss of control - - - -8.80
Balance carried forward -2912.11 -3027.09 -3196.66 -3421.26

During the financial year under review your company recorded a net profit of Rs.130.33 million as compared to a net profit of Rs. 133.15 million in the previous year (onstandalone basis). The total income of the Company (on standalone basis) reduced by 11.81%to Rs. 2418.45 million as compared to the total income of Rs. 2742.23 million during theprevious year.

On a consolidated basis during the year under review your company recorded a netprofit of Rs. 279.27 million as compared to a net profit of Rs. 113.66 million during theprevious year.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act 2013 the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and IND AS 110 –Consolidated Financial Statements read with IND AS 28 – Investments in Associatesand IND AS 31 – Interests in Joint Ventures the audited consolidated financialstatements are provided in the Annual Report.

OPERATIONAL HIGHLIGHTS

A detailed review of the operations of the Company an industrial overviewsegment-wise performance etc. has been provided in the Management Discussion andAnalysis Report in terms of Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 which forms an integral part of this Report.

GENERAL RESERVES

Your Company has not transferred any amount to the general reserve during the financialyear 2019-20.

DIVIDEND

Your Directors do not recommend any dividend for the financial year 2019-20

DEPOSITS

Your Company has not accepted or renewed any deposits from the public under Chapter Vof the

Companies Act 2013 during the financial year 2019-20 and there are no outstandingdeposits at the end of the financial year 2019-20.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In view of profit amounting to Rs. 133.15 million earned by your Company on astandalone basis during the financialyear 2018-19 the provisions of Section 135 of theCompanies Act 2013 inter-alia relating to the constitution of a CSR Committeeand the framing of a CSR Policy became applicable to the Company for the financial year2019 20. Accordingly the Corporate Social Responsibility Committee was constituted by theBoard on July 30 2019. However since theCompanydoesnothaveanaveragenetprofitin thepreceding three financial years no CSR expenditure is required for the financial year2019 20.

However the NDTV Group recognizes that Corporate Social Responsibility is not merely amatter of compliance; it is a commitment to support initiatives that improve the society.Accordingly your Company has voluntarily undertaken certain initiatives as outlined inthe Management & Discussion Analysis Report to highlight and build awareness ofimportant social causes. The CSR policy is available on the Company's website athttps://www.ndtv.com/convergence/ndtv/ corporatepage/images/ NDTV_CSR_Policy.pdf.

CORPORATE GOVERNANCE

A report on the Corporate Governancealongwiththecertificateon Corporate Governance asrequired under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 forms part of the

Board'sReport.Thecertificateof compliance with the requirements of CorporateGovernance obtained from Hemant Singh and Associates Practicing Company Secretary doesnot contain any qualification reservations or adverse remarks.

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES

During the financial year 2019-20 the following companies ceased to besubsidiaries/Joint Ventures of the

Company in line with its stated position of concentrating on its core businesses:

1. Fifth Gear Ventures Limited (FGVL): Due to the Company selling its stake inFGVL along with that of its subsidiary NDTV Convergence Limited to Mahindra First ChoiceWheels Limited FGVL ceased to be a joint venture of the Company w.e.f. January 27 2020.

2. OnArt Quest Limited (OnArt): Consequent to the allotment of equity shares byOnArt on December 11 2019 to Mr. Vincent Adaikalraj the consolidated shareholding of theNDTV Group in OnArt was diluted. OnArt ceased to be a subsidiary of the Company and becamea joint venture with effect from that date.

3. Lifestyle & Media Holdings Limited: As of March 2018 NDTV Limited becamea minority shareholder in this company. The Registrar of Companies on October 29 2019struck the name of Lifestyle & Media Holdings Limited from its register. The majorityshareholders are working on correcting this. The Insolvency Resolution Process has beeninitiated pursuant to the order dated March 13 2019 of the National Company Law Tribunalfor Indianroots Shopping Limited ("ISL") in which the Company has a minoritystake.

EXTRACT OF ANNUAL RETURN

Details of subsidiary companies joint venture companies and associate companies of theCompany have been mentioned in the extract of annual return in Form MGT-9 which forms anintegral part of this Report ( Annexure-1 ). As required under Section 92(3) of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 this is also available on the website of the Company at the linkhttps://www.ndtv.com/convergence/ndtv/corporatepage/annual_reports.aspx.

A report on the performance and financial position of each subsidiary joint venturecompanies and associate companies is provided in form AOC-1 in the consolidated financialstatements of the Company.

POLICY ON MATERIAL SUBSIDIARIES

The Company's policy on material subsidiaries is uploaded on the Company's website andcan be accessed at http://www.ndtv.com/material-subsidiary-policy

PARTICULARS OF LOANS INVESTMENTS GUARANTEES AND SECURITIES PROVIDED

Details of loans investments guarantees and securities provided by the Company havebeen provided in the notes forming part of the standalone financial statements of theCompany pursuant to the provisions of Section 186 of the Companies Act 2013.

CHANGE IN REGISTERED OFFICE

During the financial year under review the registered office of your Company has beenchanged from 402 Archana B - Block Road Archana Greater Kailash–I NewDelhi-110048 to B-50A 2nd Floor Archana Complex Greater Kailash-I New Delhi-110048 w.e.f. November 12 2019.

DETAILS OF BOARD MEETINGS

During the year under review eleven (11) meetings of the Board of Directors were helddetails whereof along with the details of attendance of Directors of the Company have beenprovided in the Corporate Governance Report which forms an integral part of the AnnualReport. A calendar of meetings for every year is prepared and circulated in advance to theDirectors.

COMMITTEES CONSTITUTED BY THE BOARD

The details of various Committees constituted by the Board their composition alongwith the details of meetings held during the financial year under review and attendanceof committee members at the said meetings have been provided in the Corporate GovernanceReport which forms an integral part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review there was no change in the Board of Directors of theCompany.

In accordance with the provisions of the Companies Act 2013 Mrs. Radhika Roy (DIN:00025625) Executive Co-Chairperson is liable to retire by rotation at the ensuing AnnualGeneral Meeting (AGM)and being eligible offers herself for re-appointment.

The Board of Directors on June 22 2020 approved the re-appointment of Dr. Prannoy Royand Mrs. Radhika Roy as Whole-time Directors designated Executive Co-Chairpersons of theCompany subject to the approval of shareholders and such other approvals as may berequired w.e.f. July 1 2020 till the date of the next AGM or September 30 2021whichever is earlier. Accordingly the matter will be placed for the approval ofshareholders at this year's AGM. A brief resume the expertise and details of directorshipheld in other companies of the Directors proposed to be appointed / re-appointed at theensuing AGM along with their shareholding in the Company as stipulated under SecretarialStandard-2 and Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 will be provided in the Notice of the AGM.

During the year under review:

- Mr. Shiv Ram Singh was appointed the Company Secretary & Compliance Officer (KeyManagerial

Personnel) of the Company w.e.f. April 16 2019 in place of Mr. Hemant Kumar Gupta whoresigned from the position w.e.f. April 16 2019; and

- Ms. Suparna Singh resigned from the position of Chief Executive Officer of theCompany w.e.f.

August 22 2019.

INDEPENDENT DIRECTORS

Mrs. Indrani Roy Mr. Kaushik Dutta and Mr. John Martin O'Loan are the IndependentDirectors of your Company.

The Company has received declarations of independence from all the IndependentDirectors in accordance with the provisions of Section 149(6) of the Companies Act 2013and Regulation 16 and 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The details of the familiarisation program for Independent Directorsare available on the website of the Company at https://www.ndtv.com/convergence/ndtv/corporatepage/familiarisation.aspx.

In the view of the Board the Independent Directors of the Company have complied withthe Code of Independent Directors as prescribed under Schedule IV of the Companies Act2013. Further in the opinion of the Board the Independent Directors possess relevantexperience and expertise to effectively contribute to and guide the Company. During theyear under review the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Board/ Committee(if any) of the Company.

During the financial year 2019-20 a separate meeting of the Independent Directors ofthe Company was held on February 10 2020.

Mr. Kaushik Dutta and Mr. John Martin O'Loan were appointed Independent Directors for aterm of five years in the AGM held on August 10 2016 and their tenure will expire onJanuary 14 2021 and

February 14 2021 respectively. Accordingly based on the expertise and skillspossessed by Mr. Kaushik Dutta and Mr. John Martin O' Loan the contribution made by themduring their term as Independent Director(s) and the performance evaluation carried outby all the Directors it is proposed that Mr. Dutta and

Mr. O'Loan be reappointed as Independent Director(s) for a second term of five years.other relevant details as required under the provisions of the Companies Act 2013 readwith Secretarial Standards issued by Institute of Company Secretaries of India are partof the Notice convening this AGM.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Sections 134(3) & 134(5) of the Companies Act2013 your Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards have been followed and proper explanationsprovided relating to material departures if any;

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 2019-20 and of theprofit of the Company for that period;

c) proper and sufficient care has been taken to maintain adequate accounting records(in accordance with the provisions of the Companies Act 2013) for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts for the financial year ended March 31 2020 have been preparedon a going concern basis;

e) internal financial controls were applied by the effectively; and

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

In terms of Section 134 of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has adequate internal controlsystems commensurate with the size scale and complexity of its operations. To maintainobjectivity and independence the Internal Auditors report directly to the AuditCommittee.

The Internal Auditors monitor and evaluate the efficacy and adequacy of InternalControl Systems their compliance with operating systems accounting procedures andpolicies of the Company. Based on the report of the Internal Auditors process ownersundertake corrective action. Significant audit observations and corrective actions arepresented to the Audit Committee.

During the period under review such controls were tested by the Management andStatutory Auditors and no reportable material weakness in design or operations wasobserved.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy which has been communicatedwithin the organization to eliminate and help prevent malpractices to investigate andresolve complaints to take appropriate action to safeguard the interests of the Companyand to ensure that the whistleblower is protected. The Company has appointed anIndependent Ombudsman for 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 athttps://www.ndtv. com/convergence/ndtv/corporatepage/images/Vigil_Mechanism.pdf.

NOMINATION AND REMUNERATION POLICY

The Company has a Nomination and Remuneration Policy in place which is attached as Annexure2 to this Report.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board of Directors of the Company hascarried out an annual evaluation of its own performance performance of the Directorsindividually and performance of its committees. The Nomination and Remuneration Committeeframed questionnaires for the evaluation of the performance of the Board as a whole BoardCommittees (viz. Audit Committee Stakeholders Relationship Committee Corporate SocialResponsibility Committee and Nomination and Remuneration Committee) and Directors and theChairperson in accordance with the criteria outlined in the ‘Guidance Note on BoardEvaluation' issued by SEBI on January 5 2017.

A summary report of the feedback of Directors on the questionnaire(s) was considered bythe Nomination and Remuneration Committee and the Board of Directors. The Board will usethe evaluation process to improve the supervision of the Company.

RELATED PARTY TRANSACTIONS

All transactions with related parties were in the ordinary course of business and on anarm's length basis and were approved by the Audit Committee. Details of Related PartyTransactions have been disclosed in

Note no. 35 to the financial statements.

There were no transactions which could be considered material in terms of the Company'sPolicy on Related Party Transactions. Further there were no transactions that need to bereported in Form AOC-2. The Policy on Related Party Transactions has been uploaded on thewebsite of the Company at: http://www.ndtv.com/related-party-transaction-policy

RISK MANAGEMENT POLICY

Pursuant to Regulation 17(9) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has adopted a Risk Management Policy. TheBoard of Directors do not foresee any immediate risk which threatens the existence of theCompany. The details of the Risk Management Policy of the Company are available on thewebsite of the Company at: http://www.ndtv.com/risk-Management-Policy

AUDITORS AND AUDITORS' REPORT Statutory Auditors

The Auditors of the Company M/s. B S R & Associates LLP Chartered Accountants(FRN: 116231W/ W-

100024) were appointed Statutory Auditors of the Company for a term of five thAGM held on August 7 2015 to hold office until the conclusion of the 32nd AGMof the Company in 2020. As their tenure expires at the 32nd AGM of the Companythe Board based on the recommendation of the Audit Committee approved and recommendedthe appointment of S. N. Dhawan & CO. LLP Chartered Accountants (FRN.000050N/N500045) as Statutory Auditors of the Company subject to the approval of membersat the next AGM for a period of five years from the conclusion of the 32nd AGMtill the conclusion of the 37th AGM of the Company. Accordingly the matterwill be placed for the approval of shareholders at the ensuing AGM.

The Statutory Auditors in their report on standalone financial statements expressedsome concern on the ability of the Company to continue as a going concern. In the auditreport on consolidated financial statements there is an audit qualification with respectto the non-availability of financial information for consolidation with the Company'saccounts of four joint ventures of the Company namely Indianroots Retail PrivateLimited Indianroots Shopping Limited Lifestyle & Media Broadcasting Limited andLifestyle & Media Holdings Limited.

The Company has initiated measures to address these issues.

On the qualification relating to the four joint ventures of the Company as statedabove the Management has affirmed that investment by the NDTV Group in these entities waswritten off in earlier years on account of the losses incurred by these entities and thereis no adjustment required in the consolidated financial statements of the Company.

Cost Auditors

During the financial year under review the Board of Directors per the recommendationof the Audit

Committee appointed M/s Sanjay Gupta & Associates Cost Accountants ("CostAuditors") to audit the cost records of the Company for the financial year2019-20. The Board of Directors at their meeting held on June 22 2020 on therecommendation of the Audit Committee re-appointed the Cost Auditors for the financialyear 2020-21.

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the approval of the members of the Company isbeing sought at the forthcoming

AGM of the Company for ratification of remuneration payable to the Cost Auditors forthe financial year 2020-21.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors appointed M/s Hemant Singh & Associates Company Secretaries in Practice toconduct Secretarial Audit of the

Company for the financial year 2019-20. In terms of the provisions of Regulation 24A ofthe SEBI (Listing

Obligations and Disclosure Requirements) Regulations 2015 NDTV Convergence Limited amaterial subsidiary of the Company ("Convergence") had also appointedM/s Hemant Singh & Associates

Company Secretaries as Secretarial Auditors for the financial year 2019-20

The Secretarial Audit Report of the Company and Convergence are attached as Annexure3 and Annexure 4 respectively.

The Secretarial Auditors have qualified their report for the Company as under:

 

1. The Company had pledged its investment held in Red Pixels Ventures Limited withIndusInd Bank as security for loan availed by NDTV Networks Limited (Subsidiary Company)on March 31 2018 for which no form CHG-1(Creation of Charge) has been filed tillthe reporting date.

The form CHG-1 could not be filed as the Deed of Pledge could not be executed whileother security for the loan was being finalized.

 

2. The Company had created a charge in favor of Syndicate Bank amounting to Rs. 14.25crores which had been satisfied by the Company on July 27 2018. However the e-form CHG-4for satisfaction of the said charge was filed as on March 01 2020. The Company has filedForm CHG 8 for Condonation of Delay in filing particulars of satisfaction of charge withMCA on July 31 2020.

DETAILS OF ORDERS PASSED BY THE REGULATORS COURTS OR TRIBUNALS Penalties/Adverseorders/Show Cause Notices

1. PROCEEDINGS BEFORE THE HIGH COURT OF BOMBAY THE SECURITIES APPELLATETRIBUNAL AND THE SECURITIES AND EXCHANGE BOARD OF INDIA ("SEBI") a. OnSeptember 4 2019 the Bombay High Court ruled in favour of NDTV and said that the

Securities and Exchange Board of India must consider on merit the settlementapplications filed by the Company in response to a series of allegations of non-disclosurein different matters.

The Bombay High Court said that NDTV's applications provided elaborate and sufficientgrounds for condonation of delay and the settlement applications must be considered onmerit.

The Bombay High Court said in its verdict "Such grounds were rejected with onesentence that theywerenotfoundsufficient.In this case also in our opinion the Board hascommitted a serious error." This verdict has been challenged by SEBI in the SupremeCourt by way of a Special Leave Petition.

NDTV has also filed an appeal in the Supreme Court challenging an order of theSecurities

Appellate Tribunal or SAT dated August 7 2019 which upheld the penalty of Rs. 2crores imposed by SEBI on the Company.

NDTV has said that the Bombay High Court judgement referred to above renders this SATorder unenforceable. With the appeal NDTV has also sought interim relief in paying thepenalty Rs. 3.07 crores (2 crores plus interest).

SEBI's Special Leave Petition and NDTV's appeal are pending in the Supreme Court.

The notices issued to NDTV the parties they involve and the penalties that standinvalidated based on the Bombay High Court judgement and the settlement applicationswhereof have been directed to be considered on merit are listed in the table below:

S. No. Noticee/ Payee SCN Settlement applications Violation & Penal provision Penalty Amount (Rs.)
1. New Delhi Television Limited First SCN dated February 12 2015 First Settlement Application dated March 21 2017 Violation of Clause 36 of the Equity Listing Agreement on account of non-disclosure of a tax demand of Rs. 450 crores levied by the Income Tax Department in AY 2009-10. Penalty imposed under Section 23A and Section 23E of the Securities Contracts (Regulation) Act 1956 2 crores
2. New Delhi Television Limited Second SCN dated August 20 2015 Second SCN First Settlement Application dated March 21 2017 First Violation of Regulation 13(6) of the SEBI (PIT) Regulations & Clause 2.1 & 7.0(ii) of Schedule II of the Code of Corporate Disclosure Practices read with Regulation 12(2) of SEBI (PIT) Regulations for delayed disclosure to the Stock Exchanges relating to sale of equity shares of NDTV by Mr. KVL Narayan Rao. Penalty imposed under Section 15A(b) of the SEBI Act 1992. Violation of Clause 36 of the 10 lakhs
3. Dr. Prannoy Roy dated August 20 2015 Settlement Application Equity Listing Agreement on account of non-disclosure of a 3 lakhs
4. Mrs. Radhika Roy dated March 21 2017 tax demand of Rs. 450 crores levied by the Income Tax Department in AY 2009-10. 3 lakhs
5. Mr. Vikramaditya Chandra Penalty imposed under Section 23A and Section 23E of the Securities Contracts (Regulation) Act 1956 3 lakhs
6. Mr. Anoop Singh Juneja Second SCN dated August 20 2015 First Settlement Application dated March 21 2017 Violation of Clause 3.2 of Schedule II for Code of Corporate Disclosure Practices read with Regulation 12(2) of SEBI (PIT) Regulations for delayed disclosure to the Stock Exchanges relating to sale of equity shares of NDTV by Mr. KVL Narayan Rao. Penalty imposed under Section 15A(b) of the SEBI Act 1992. 1 lakh
7. New Delhi Television Limited Fourth SCN dated January 2 2018 read with Supplementary SCN dated August 10 2018 (in continuation/ pursuance of the Third SCN dated June 18 2016 Second Settlement Application dated July 24 2017 Violation of Regulation 7(3) and 8(3) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997 for alleged violation of delayed disclosure of acquisition of shares of New Delhi Television Limited by 12 lakhs
(a) Indiabulls Finance Services Limited
(b) Promoters of NDTV and delayed annual disclosures by NDTV respectively. Penalty imposed under Section 15A(b) of the SEBI Act 1992.

b. SEBI issued a Show Cause Notice to the Company dated August 20 2018 allegingviolation under Clause 36 of the erstwhile Listing Agreement due to the allegednon-disclosure of loan agreements entered into by RRPR Holding Private Limited("Promoter Group Company") with Vishvapradhan Commercial Private Limited. Thismatter is currently pending before SEBI. The Company has been advised by its legal counselthat the allegations in the notice are not sustainable and no penalty is likely to beimposed against the Company in this matter. NDTV and its promoters have repeatedly saidincluding in a disclosure to the Stock Exchanges on June 27 2018 that there has been nochange in control of the Company. c. SEBI issued a Show Cause Notice to the Company datedJanuary 22 2020 under Rule 4(1) of the Securities Contracts (Regulation) (Procedure forHolding Inquiry and Imposing Penalties) Rules 2005 read with Section 23 (I)(of theSecurities Contracts (Regulation) Act 1956 relating to the alleged non-disclosure of theorder dated June 26 2018 passed by SEBI concluding that VCPL had indirectly acquiredcontrol of the Company by entering into a loan agreement on July 21 2009 with thepromoters of the Company. SEBI directed VCPL to make an open offer in accordance with theprovisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997within a period of 45 days. NDTV was not a party to the proceedings in which this orderwas passed.

On June 27 2018 NDTV made a disclosure to the Stock Exchanges stating that Dr.Prannoy Roy and Mrs. Radhika Roy individually and through their company i.e. RRPR HoldingPrivate Limited continue to own and hold 61.45% of the total paid-up share capital ofNDTV and there has been no change in the ownership of NDTV. In a letter dated August 192019 NDTV pointed out to SEBI that it is not a party to the proceedings in the matter ofVCPL. NDTV has requested a full and fair inspection of all documents and/or materialcollected by SEBI preceding the investigation during the course of investigation andfollowing the investigation including but not limited to internal file notingsorders/directions and statements recorded. The said proceedings are still pending. TheCompany has been advised by its legal counsel that the allegations in the notice are notsustainable and no penalty is likely to be imposed against the Company in this matter.

d. Show Cause Notice issued by SEBI to the Promoters and Promoter Group Company

SEBI issued notices to the Promoter Group Company and Dr. Prannoy Roy and Mrs. RadhikaRoy ("Promoters") dated March 14 2018 for alleged violations of the SEBI Act1992 read with the SEBI (PFUTP) Regulations and Clause 36 of erstwhile Listing Agreementread with Section 21 of the Securities Contract (Regulation) Act 1956 for allegednon-disclosure of the loan agreements entered into by –

(i) the Promoter Group Company with ICICI Bank Limited and

(ii) the Promoter Group Company and Promoters with Vishvapradhan Commercial PrivateLimited. On June 14 2019 SEBI ruled that the Promoter Group Company and the Promoterscannot access the Securities market in any manner whatsoever for a period of two years.The existing holding including units of mutual funds of the Promoter Group Company andthe Promoters shall remain frozen. SEBI also restrained the Promoters from holding oroccupying any position as Director or Key Managerial Personnel in the Company for twoyears. SEBI also said the Promoters cannot serve as Director or Key Managerial Personnelin any other listed company for one year.

On June 18 2019 the Securities Appellate Tribunal by way of an interim order ruled infavour of the Promoters and the Promoter Group Company which had appealed against theSEBI order. In a strongly-worded order SAT said "Removing Radhika and Prannoy Royas Directors of New Delhi Television Limited (NDTV) or barring them from holding keymanagerial positions would not prima facie serve the interests of either shareholders orinvestors". SAT in its said order said "The whole world knows about theimpugned order except the appellants." This appeal is pending in the SecuritiesAppellate Tribunal or SAT.

2. SHOW CAUSE NOTICES ISSUED BY THE ENFORCEMENT DIRECTORATE ("ED")

Please refer to Contingent Liabilities Note No. 36(1) for details of the matters asappearing in the standalone financial statements of the Company.

On June 26 2018 the Bombay High Court ruled that the Reserve Bank of India (RBI) mustconsider the compounding applications filed by NDTV in a case of alleged violations of theForeign Exchange Management Act 1999 (FEMA).

The Enforcement Directorate on September 11 2018 appealed against the Bombay HighCourt order in the Supreme Court which has yet to begin hearing the appeal.

3. WRIT PETITION FOR QUASHING OF CBI FIR DATED JUNE 2 2017

The CBI filed a FIR on June 2 2017 against the Promoters the Promoter Group Companyunknown officials of ICICI Bank and the Company under Sections 120B and 420 of IPC readwith Sections 13(2) and 13(1)(d) of the Prevention of Corruption Act.

The case is about a loan from ICICI Bank which was taken in 2008 and was repaid in fullin 2009 in keeping with all applicable laws and requirements. The Company and itsPromoters have never defaulted on any loan to ICICI Bank or any other bank.

The Company and the Promoter Group Company filed writ petitions in the Delhi High Courton July 6 2017 for quashing of the FIR filed by the CBI which are pending adjudication.

4. CBI FIR DATED AUGUST 19 2019

An FIR dated August 19 2019 was uploaded on the Central Bureau of Investigation's("CBI") website. This FIR under Section 120B read with Section 420 of theIndian Penal Code 1860 and Section 13(2) read with Section 13(1)(d) of the Prevention ofCorruption Act 1988 is allegedly registered against Dr. Prannoy Roy (ExecutiveCo-Chairperson) of NDTV; Mrs. Radhika Roy (Executive Co-Chairperson) of NDTV; a former CEOof NDTV; unknown public servants and others. The allegations in the FIR inter alia arethat foreign investments in NDTV/its group companies during 2004 to 2010 were of unknownpublic servants. The FIR also alleges that an erstwhile company of the NDTV Group gotapproval for foreign investment in violation of FDI provisions. NDTV has never violatedany FDI laws and has always got all required approvals. It should be noted that foreigninvestment in NDTV was made by world-class entities like NBC Universal a televisionnetwork then owned by General Electric among the world's most-respected corporates.

World-renowned consultants were involved in the said investments.

5. RELIANCE ADAG GROUP'S SUIT FOR DEFAMATION

In October 2018 Reliance Infrastructure Limited & others (Reliance ADAG group)sued the Company and its Executive Co-Chairperson and Managing Editor in the AhmedabadCity Civil Court claiming damages of Rs. 10000 crores alleging defamation due to theCompany's coverage of the Rafale fighter jet deal. The Company has been advised by itslegal counsel that the allegations are without any basis the Company has a strong caseand there is hardly any chance of any damages being awarded against the Company in thiscase. The Rafale fighter jet deal was reported by NDTV as a matter of huge public interestand in service to its commitment to free and fair journalism.

6. TAX MATTERS: a) Tax Demands for Assessment Years 2007-08 and 2009-10

Please refer to Contingent Liabilities Note No. 36(1) for details as appearing in thestandalone financial statements of the Company.

b) Penalty Demand for Assessment Year 2014-15

On July 03 2018 the Company received an order under Section 271BA of the Income TaxAct

1961 imposing a penalty of Rs. 0.01 crore for alleged failure to disclose specifieddomestic transactions in Form 3CEB. The Company filed an appeal before the Commissioner ofIncome

Tax (Appeals) ["CIT(A)"].

On July 03 2018 the Company received an order under Section 271G of the Income TaxAct 1961 imposing a penalty of Rs. 0.70 crore for alleged failure to furnish informationor documents as required by sub-section (3) of Section 92D in respect of specifieddomestic transactions. The Company filed an appeal on July 27 2018 before CIT(A).

c) Other Tax Matters:

On June 28 2019 the Company received an order under Section 271AA of the Income TaxAct 1961 imposing a penalty of Rs. 0.63 crore (Rs. 6322577/-) for allegedly failing tokeep and maintain information and documents in respect of certain specified domestictransactions as required by sub-section (1) or subsection (2)) of Section 92D. The Companyhas filed an appeal on July 25 2019 before CIT(A).

On July 01 2019 the Company received three orders from CIT(A) under Section 250 ofthe Income Tax Act 1961 against the Company which had appealed against the levy ofinterest amounting to Rs.12.96 lakhs on the alleged late payment of TDS. The Companychallenged the said orders of CIT(A) by way of three appeals before the ITAT (Income TaxAppellate Tribunal) on August 20 2019 which are pending for disposal. On December 212019 the Company received a Show Cause Notice issued under Section 271G of the Income TaxAct 1961 for AY 2016-17 for alleged failure in furnishing information or documents asrequired by sub-section (3) of Section 92D in respect of specified domestic transactionsentered by the Company. On January14 2020 the Companyfiledits reply/ objections to thenotice. On December 21 2019 the Company received another Show Cause Notice issued underSection 271AA of the Income Tax Act 1961 for AY 2016-17 alleging that the Company failedto maintain information/documents in respect of international transactions required undersub section(1) or sub section (2) of section 92D of Income Tax Act 1961. On January 142020 the

Company filed its reply/objections to the notice.

On December 21 2019 the Company received an assessment order under Section 143(3) forAY 2016-17 wherein the Assessing Officer accepted the income tax return filed by the

Company in toto i.e. with no addition or deletion.

On December 26 2019 the Company received an assessment order under Section 143(3) forAY 2017-18 wherein the Assessing Officer accepted the income tax return filed by the

Company in toto i.e. with no addition or deletion.

On May 01 2020 the Company received a notice issued under Section 148 of the Income

Tax Act 1961 for AY 2008-09 wherein the Assessing Officer proposes to assess/reassessthe income/loss of the said assessment year stating that he has reasons to believe thatthe income chargeable has escaped assessment within the meaning of Section 147 of the Act.

On December 27 2019 the Company received a draft appeal effect order for AY 2009-10passed under Section 254/144C of the Income Tax Act 1961 in pursuance to the ITAT orderpassed in July 2017 wherein Assessing Officer recomputed taxable income at Rs. 578.83crores. Being a draft order there is no fresh tax demand raised against the Company.

The Company filedits objections against the said draft appeal effect order beforeDispute

Resolution Panel (DRP) in January 2020 which is pending for disposal. The aboveproceedings and consequent tax demand to be raised in future are subject to the outcome ofthe disclosure made above.

EMPLOYEE STOCK PURCHASE SCHEME 2009 (ESPS – 2009)

The Company had in earlier years instituted the Employee Stock Purchase Scheme 2009("the Scheme") in accordance with SEBI guidelines. The Scheme was approved bythe shareholders of the Company on

March 10 2009 through postal ballot. During the financial year ended March 31 2020there has been no issue allotment and exercise of shares under the Scheme and no materialchanges have taken place in the Scheme. The Scheme provides the issue and allotment ofupto 2146540 Equity Shares to eligible employees by the ESOP & ESPS Committee at anexercise price of Rs. 4/- each.

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

S. No. PARTICULARS DETAILS
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 During the financial year under review NIL equity shares were issued /allotted to the senior management personnel of the Company.
(a) shares issued/allotted to:\ Senior Managerial Personnel;
Any other employee who is issued/ 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:
(b) allotted shares in any one year amounting to 5% or more issued/ allotted during that year; Name of Director/ Employee No. of Equity Shares issued/ allotted during the year 2009-10
Mr. K.V. L. Narayan Rao 137500
(since deceased)
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 any one year equal to or exceeding 1% 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 2018-19 hence it is not applicable.
5 Consideration received against the issuance of shares No shares were issued during the financial year.
6 Loan repaid by the trust during the year from exercise price received N.A.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

A. Conservation of Energy

The Company is not an energy-intensive unit. However regular efforts are made toconserve energy.

B. Technology Absorption (Research and Development)

The Company continuously undertakes research and developmental activities to improvethe quality and productivity of its programs.

C. Foreign Exchange Earnings and Outgo

During the financial year under review the Company had foreign exchange earnings ofRs. 267.48 million (previous year - Rs. 257.19 million). The foreign exchange outgo onaccount of subscription website hosting travelling expenses etc. amounted to Rs. 93.73million (previous year - Rs. 105.78 million). Outgo on account of capital goods and otherswas Rs. 20.19 million (previous year - Rs. 0.34 million).

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the prescribed formatand annexed herewith marked as Annexure 5 to this Report.

Dr. Prannoy Roy and Mrs. Radhika Roy Whole-time Directors designated Co-Chairpersonsof the Company have not received any remuneration from any other company in the NDTVGroup.

The statement containing particulars of employees as required under Section 197(12) ofthe Companies Act 2013 read with Rule 5(2) & (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in a separate annexure ofthis Report. The Report and accounts are being sent to the members excluding the aforesaidannexure. In terms of Section 136 of the Companies Act 2013 the said annexure is openfor inspection at the Registered

Office of the Company during office hours between 1.00 p.m. to 3.00 p.m. on all workingdays excluding

Saturdays prior to the date of the AGM. Any shareholder interested in obtaining a copyof the same may write to the Company Secretary.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with applicable Secretarial Standards issued by theInstitute of Company Secretaries of India and approved by the Central Government underSection 118(10) of the Companies Act 2013.

GENERAL

1. Except as disclosed there have been no material changes and commitments which canaffect the financial position of the Company between the end of the financial year and thedate of this Report.

2. As stressed by the Prime Minister the media was asked to function as an essentialservice during the lockdown which began on March 25 2020.

Your Company reported the pandemic with accuracy and expertise. As a responsibleCompany it has followed the guidelines issued by the government (the "MHAGuidelines") on how to function during this time. Many employees were asked to WorkFrom Home.

All safety processes as mandated by the MHA Guidelines have not only been followedbut also strengthened for those employees who are not working from home. This includesbut is not limited to separate shifts with enough time between them to sanitize commonareas; mandatory use of masks; thermal scanning of each employee entering the building;and providing for social distancing. As has been widely reported the lockdown in itsvarious iterations has adversely impacted advertising for all media companies. Marketingbudgets have been suspended by manufacturers as well as the services industry. YourCompany immediately implemented cost-cutting measures.

This included the difficult decision of implementing pay-cuts ranging from 10%-40% of10-20% were reversed on August 1 2020. Management and other senior employees continue towork with reduced salaries.

Some other measures announced by the Ministry of Finance with regards to moratorium onloans and interest payments have been availed of by the Company. Your Company remainscommitted to being a credible news provider a prudent employer and a judiciously-operatedbusiness.

3. During the financial year under review the Company has not issued any equity sharesor shares with differential voting rights as to dividend voting or otherwise. The Companyhas not issued any shares(including sweat equity shares) to employees of the Company underany scheme.

4. During the financial year under review the Statutory Auditors of the Company havenot reported any incident related to fraud during the financial year 2019-20 to the AuditCommittee or the Board of

Directors under Section 143(12) of the Companies Act 2013.

5. During the year 2019-20 the Company was not required to transfer any amount to theInvestor Education and Protection Fund.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The NDTV Group has an Anti-Sexual Harassment Policy in compliance with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 ("the Act")*. There are three Internal Committees ("IC")that have been set up to handle complaints received regarding sexual harassment. Duringthe period under review one complaint was received in the NDTV Group which was resolvedin keeping with all required processes and within the prescribed time limit. There havealso been regular training and awareness sessions organized as per the requirements of theaforesaid Act.

ACKNOWLEDGEMENTS

Your Directors acknowledge with thanks the support and co-operation extended byinvestors bankers business associates and all employees.

For and on behalf of the Board

Dr. Prannoy Roy Executive Co- Chairperson DIN: 00025576

Radhika Roy Executive Co- Chairperson DIN: 00025625

Place: New Delhi Date: August 10 2020

*As required by law.

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN NEW DELHI TELEVISION LIMITED AS ON THE FINANCIAL YEAR ENDED ONMARCH 31 2020

[Pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

i. Corporate Identification number (CIN) L92111DL1988PLC033099
ii. Registration date September 8 1988
iii. Name of the Company New Delhi Television Limited
iv. Category/Sub-Category of the Public Limited Company-Limited by shares
Company: Indian Non- Government Company
v. Address of the Registered office and contact details: B 50 A 2nd Floor Archana Complex Greater
Kailash-I New Delhi 110048
Phone: (91-11) 41577777 26446666
Fax: (91-11) 49862990
E-mail:corporate@ndtv.com
vi. Whether listed company Yes
vii. Name Address and Contact details of Registrar and Transfer Agent: KFin Technologies Private Limited (formerly
known as Karvy Fintech Private Limited)
Address: Karvy Selenium Tower B Plot 31-32
Gachibowli Financial District Nanakramguda
Hyderabad Telangana 500032 India
Board no: +91 - 40 - 67161500 67162222
Fax: +91 - 40 - 23420814
Toll Free no.: 1800-345-4001
E-mail: einward.ris@kfintech.com
Website: www.kfintech.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of thecompany shall be stated:-

S.No. Name and Description of main products/ services NIC Code of the Product/ Service % to total turnover of the company*
1 Telecommunicating Broadcasting and information supply services 6020 100

 

*Total turnover excludes other income.

II. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

S. Name and address CIN/GLN Holding/ % of shares held Applicable

S. No. Name and address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section
1. NDTV Media Limited U72900DL2002PLC117669 Subsidiary 74% held by the Company Section 2(87)
2. NDTV Convergence Limited U64201DL2006PLC156531 Subsidiary 17% held by the Company and 75% held by NDTV Networks Ltd. subsidiary of the Company Section 2(87)
3. NDTV Labs Limited U72200DL2006PLC156530 Subsidiary 99.97% held by NDTV Networks Ltd. subsidiary of the Company Section 2(87)
4. NDTV Networks Limited U74140DL2010PLC203965 Subsidiary 85% held by the Company Section 2(87)
5. NDTV Worldwide Limited U51109DL2008PLC180773 Subsidiary 92% held by the Company Section 2(87)
6. Delta Softpro Private Limited U72200DL2006PTC153008 Subsidiary 100% held by Company Section 2(87)
7. Astro Awani Network Sdn Bhd Malaysia N.A. Associate 10% held by the Company 10% held by NDTV Networks Ltd. subsidiary of the Company Section 2(6)
8. SmartCooky Internet Limited U74999DL2015PLC284768 Subsidiary 38.28% held by the Company 57.42% held by NDTV Convergence Ltd. subsidiary of the Company Section 2(87)
9. Red Pixels Ventures Limited U74999DL2015PLC284755 Subsidiary 37.04% held by the Compa- ny 55.57% held by NDTV Convergence Ltd. subsidiary of the Company Section 2(87)
10. BrickbuyBrick Proj- ects Limited * U70101DL2015PLC285887 Subsidiary 60% held by the Company 40% held by NDTV Conver- gence Ltd. subsidiary of the Company Section 2(87)
11. On Demand Trans- portation Technolo- gies Limited* U74900DL2015PLC286002 Subsidiary 50% held by the Company 50% held by NDTV Conver- gence Ltd. subsidiary of the Company Section 2(87)
12. OnArt Quest Limited (ceased to be a sub- sidiary and became joint venture w.e.f. December 11 2019) $ U74999DL2015PLC288795 Subsidiary 35.96% held by Company 35.96% held by NDTV Convergence Ltd. subsidiary of the Company Section 2(87)
13. Redster Digital Limited* U74900DL2015PLC287813 Subsidiary 50% held by the Company 50% held by NDTV Conver- gence Ltd. subsidiary of the Company Section 2(87)
14. Fifth Gear Ventures Limited (ceased to be a joint venture w.e.f. January 27 2020) # U74999DL2015PLC284756 Joint Venture 30.38% held by the Compa- ny 30.38% held by NDTV Convergence Ltd. subsidiary of the Company Section 2(87)
15. Lifestyle & Media Holdings Limited (formerly known as NDTV Lifestyle Hold- ings Limited) (strike off w.e.f October 29 2019) U74900DL2010PLC203968 Joint Venture 49% held by NDTV Networks Ltd. a subsidiary of the Company Section 2(6)
16. Lifestyle & Media Broadcasting Limited (Formerly NDTV Lifestyle Limited) U92120DL2006PLC156534 Joint Venture 99.54% held by Lifestyle & Media Holdings Ltd. Joint Venture of the Company Section 2(6)
17. Indianroots Shopping Limited (Formerly NDTV Ethnic Retail Limited) @ U74900DL2013PLC248812 Joint Venture 99.257% held by Lifestyle & Media Holdings Ltd. Joint Venture of the Company Section 2(6)
18. Indianroots Retail Private Limited U52590DL2013PTC260315 Joint Venture 100% held by Indianroots Shopping Ltd. Joint Venture of the Company^ Section 2(6)

Notes:

# Due to the Company selling its stake in FGVL along with that of its subsidiary NDTVConvergence Limited to Mahindra First Choice Wheels Limited FGVL ceased to be a jointventure of the Company w.e.f. January 27 2020.

* These companies are in the process of voluntary liquidation under Section 59 of theInsolvency and Bankruptcy Code 2016 on March 21 2020 vide a special resolution passed attheir respective shareholders meeting(s). $ With NDTV stakeholders diluting their share inOnArt on December 11 2019 OnArt ceased to be a subsidiary of the Company and became ajoint venture with effect from that date.

@ During the previous year a Resolution Professional has been appointed forIndianroots Shopping Limited ("ISL") pursuant to the order of the NationalCompany Law Tribunal(NCLT).

^ The shareholding is based on information available with the Company.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding between 01.04.2019 to 31.03.2020

Category of Shareholders

No. of Shares held at the beginning of the year

No.ofSharesheldatthe endof theyear

% Change during
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares the year
A. Promoter and
Promoter Group
(1) Indian
a) Individual/ HUF 20801240 - 20801240 32.26 20801240 - 20801240 32.26 No change
b) Central Govt - - - - - - - - -
c) State Govt (s) - - - - - - - - -
d) Bodies Corp. 18813928 - 18813928 29.18 18813928 - 18813928 29.18 No change
e) Banks/FI - - - - - - - - -
f) Any Other - - - - - - - - -
Sub-total (A) (1):- 39615168 - 39615168 61.45 39615168 - 39615168 61.45 No change
(2) Foreign
a) NRIs - Individuals - - - - - - - - -
b) Other - Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any Other - - - - - - - - -
Sub-total (A) (2) - - - - - - - - -
Total shareholding of Promoter (A) = 39615168 - 39615168 61.45 39615168 - 39615168 61.45 No change
(A)(1)+(A)(2)
B. Public
Shareholding
1. Institutions
a) Mutual Funds - - - - - - - - -
b) Banks/FI - 46 46 0.00 2481 46 2527 0.00 (0.00)
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f) Insurance Companies - - - - - - - - -
g) FIIs 9136894 - 9136894 14.17 9136894 - 9136894 14.17 No change
h) Foreign Venture
Capital Funds - - - - - - - - -
i) Others (specify) - - - - - - - - -
Sub-total (B)(1):- 9136894 46 9136940 14.17 9139375 46 9139421 14.18 0.01
2. Non-Institu- tions
a) Bodies Corp.
i) Indian 4288524 - 4288524 6.65 4358902 - 4358902 6.76 0.11
ii) Overseas - - - - - - - - -
b) Individuals
i) Individual share- holders holding nominal share capital upto Rs. 1 lakh 7309763 36887 7346650 11.40 6657986 36066 6694052 11.38 (1.02)
ii) Individual share- holders holding nominal share capital in excess of Rs 1 lakh 3783821 0 3783821 5.87 4378595 0 4378595 6.79 0.92
c) Others (specify)
Clearing Members 17872 0 17872 0.03 54829 0 54829 0.09 0.06
Non Resident Indians 169093 0 169093 0.26 139100 0 139100 0.22 (0.04)
NRI Non-Repa- triation 113199 0 113199 0.18 91075 0 91075 0.14 (0.04)
Trust 0 0 0 0.00 125 0 125 0.00 0.00
Sub-total (B)(2) 15682272 36887 15719159 24.38 15680612 36066 15716678 24.38 No change
Total Public Shareholding (B) = (B)(1) + (B)(2) 24819166 36933 24856099 38.55 24819987 36112 24856099 38.55 No change
C. Shares held by Custodian for - - - - - - - - -
GDRs &ADRs
Grand Total (A+B+C) 64434334 36933 64471267 100.00 64435155 36112 64471267 100.00 No change

ii. Shareholding of Promoters

Sl. No. Shareholder's Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in share- holding during the year
No. of Shares % of total Shares of the company %of Shares Pledged/ encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged/ encumbered to total shares
1 Dr. Prannoy Roy* 10276991 15.94% - 10276991 15.94% - No change
2 Mrs. Radhika Roy* 10524249 16.32% - 10524249 16.32% - No change
3 RRPR Holding Pvt. Ltd. (RRPR)* 18813928 29.18% - 18813928 29.18% - No change
Total 39615168 61.45% - 39615168 61.45% - No change

 

*The Deputy Commissioner of Income Tax vide order dated October 25 2017 under Section281B of the Income Tax Act 1961 provisionally attached the entire shareholding held byRRPR Holding Private Limited (RRPR) comprising of 18813928 equity shares in theCompany. RRPR has filed a Writ Petition in the Delhi High Court against the said order. Inan order dated June 14 2019 the Securities and Exchange Board of India (SEBI) inter aliaheld that the existing shareholding of Dr. Prannoy Roy Mrs. Radhika Roy and RRPR would befrozen. But this order was stayed by the Securities Appellate Tribunal (SAT) four dayslater on June 18 2019. SAT in its interim order held that the appellants shall notalienate or create any encumbrance on their shareholding in the Company till furtherorders."

(iii) Change in Promoters' Shareholding (please specify if there is no change)

Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 39615168 61.45% 39615168 61.45%
Date wise Increase/ Decrease in Promoters - - - -
Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc.)
At the End of the year 39615168 61.45% 39615168 61.45%

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Top 10 Shareholders No. of shares % of total shares of the company No. of shares % of total shares of the company
LTS INVESTMENT FUND LTD
At the beginning of the year 6285000 9.75% 6285000 9.75%
Transaction Increase/Decrease in Shareholding during the week ended - - - -
At the End of the year (or on the date of separation if separated during the year) 6285000 9.75%
GRD SECURITIES LIMITED
At the beginning of the year 430730 0. 67% 2995700 4.65%
Transaction Increase/ (Decrease) in Shareholding during the week ended:
April 5 2019 (Sale) (772) 429958 0.67%
April 12 2019 (Sale) (40) 429918 0.67%
April 19 2019 (Sale) (1004) 428914 0.67%
April 27 2019 (Purchase) 2740 431654 0.67%
May 3 2019 (Purchase) 1193 432847 0.67%
May 10 2019 (Purchase) 105 432952 0.67%
May 17 2019 (Sale) (4155) 428797 0.67%
May 24 2019 (Sale) (687) 0.01% 428110 0.66%
June 7 2019 (Purchase) 828 428938 0.67%
June 14 2019 (Sale) (97) 428841 0.67%
June 21 2019 (Sale) (240) 0.01% 428601 0.66%
June 28 2019 (Purchase) 2629 431230 0.67%
July 5 2019 (Sale) (289) 430941 0.67%
July 12 2019 (Purchase) 1023 431964 0.67%
July 19 2019 (Sale) (428876) 0. 67% 3088 0.00%
July 26 2019 (Sale) (801) 2287 0.00%
August 2 2019 (Purchase) 75443 0. 12% 77730 0.12%
August 23 2019 (Sale) (30) 77700 0.12%
September 30 2019 (Purchase) 1650000 2. 56% 1727700 2.68%
October 11 2019 (Sale) (1300000) 2. 02% 427700 0.66%
December 20 2019 (Purchase) 420000 0. 65% 847700 1.31%
December 20 2019 (Sale) (420000) 0. 65% 427700 0.66%
December 31 2019 (Purchase) 800000 1.24% 1227700 1.90%
January 3 2020 (Purchase) 950000 1.48% 2177700 3.38%
January 24 2020 (Sale) (420000) 0. 65% 1757700 2.73%
February 28 2020 (Sale) (210000) 0. 33% 1547700 2.40%
March 13 2020 (Sale) (800000) 1.24% 747700 1.16%
March 27 2020 (Purchase) 1828000 2.84% 2575700 4.00%
March 31 2020 (Purchase) 420000 0. 65% 2995700 4.65%
At the End of the year (or on the date of separation if 2995700 4.65%
separated during the year)
ERISKA INVESTMENT FUND LTD
At the beginning of the year 2851894 4.42% 2851894 4.42%
Transaction Increase/ (Decrease) in Shareholding during the week ended - - - -
At the End of the year (or on the date of separation if separated during the year) 2851894 4.42%
DOLLY KHANNA
At the beginning of the year 95560 0.15% 502013 0.78%
Transaction Increase/ (Decrease) in Shareholding during the week ended:
May 24 2019 (Purchase) 62000 0.09% 157560 0.24%
May 31 2019 (Purchase) 16000 0.03% 173560 0.27%
June 21 2019 (Purchase) 34000 0.05% 207560 0.32%
June 28 2019 (Purchase) 46000 0.07% 253560 0.39%
July 5 2019 (Purchase) 8945 0.02% 262505 0.41%
July 26 2019 (Purchase) 17000 0.02% 279505 0.43%
August 2 2019 (Purchase) 25000 0.04% 304505 0.47%
August 9 2019 (Purchase) 89000 0.14% 393505 0.61%
August 16 2019 (Purchase) 33808 0.05% 427313 0.66%
August 23 2019 (Purchase) 28192 0.05% 455505 0.71%
August 30 2019 (Purchase) 7500 0.01% 463005 0.72%
September 6 2019 (Sale) (8000) 0.01% 455005 0.71%
October 11 2019 (Purchase) 9508 0.01% 464513 0.72%
December 6 2019 (Sale) (7000) 0.01% 457513 0.71%
December 27 2019 (Sale) (2000) 0.01% 455513 0.71%
December 31 2019 (Sale) (2000) 0.01% 453513 0.70%
February 14 2020 (Purchase) 3950 0.01% 457463 0.71%
February 21 2020 (Purchase) 44550 0.07% 502013 0.78%
At the End of the year (or on the date of separation if separated during the year) 502013 0.78%
B.K. DROLIA (HUF)
At the beginning of the year 501000 0.78% 501000 0.78%
Transaction Increase/ (Decrease) in Shareholding during the week ended:
July 26 2019 (Sale) (500000) 0.78% 1000 0.00%
October 11 2019 (Purchase) 500000 0.78% 501000 0.78%
At the End of the year (or on the date of separation if separated during the year) 501000 0.78%
USHA DROLIA
At the beginning of the year 433693 0.67% 433693 0.67%
Transaction Increase/ (Decrease) in Shareholding sold during the week ended:
July 26 2019 (Sale) (400000) 0.62% 33693 0.05%
October 11 2019 (Purchase) 400000 0.62% 433693 0.67%
At the End of the year (or on the date of separation if separated during the year) 433693 0.67%
P.K. DROLIA & SONS (HUF)
At the beginning of the year 421000 0.65% 421000 0.65%
Transaction Increase/(Decrease) in Shareholding during the week ended
June 21 2019 (Sale) (7000) 0.01% 414000 0.64%
July 26 2019 (Sale) (393000) 0.61% 21000 0.03%
October 11 2019 (Purchase) 4000000 0.62% 421000 0.65%
At the End of the year (or on the date of separation if separated during the year) 421000 0.65%
AKHIL WABLE
At the beginning of the year 0 0.00% 404142 0.63%
Transaction Increase/ (Decrease) in Shareholding during the week ended:
January 17 2020 (Purchase) 74778 0.12% 74778 0.12%
January 24 2020 (Purchase) 19412 0.03% 94190 0.15%
January 31 2020 (Purchase) 28913 0.04% 123103 0.19%
February 7 2020 (Purchase) 36159 0.06% 159262 0.25%
February 14 2020 (Purchase) 33456 0.05% 192718 0.30%
February 21 2020 (Purchase) 58380 0.09% 251098 0.39%
February 28 2020 (Purchase) 39777 0.06% 290875 0.45%
March 6 2020 (Purchase) 35453 0.06% 326328 0.51%
March 13 2020 (Purchase) 10357 0.01% 336685 0.52%
March 20 2020 (Purchase) 64409 0.10% 401094 0.62%
March 27 2020 (Purchase) 3048 0.01% 404142 0.63%
At the End of the year (or on the date of separation if separated during the year) 404142 0.63%
SUSHMA DAGA
At the beginning of the year 267032 0.41% 267032 0.41%
Transaction Increase/ (Decrease) in Shareholding during the week ended:
August 16 2019 (Purchase) 261032 0.41% 528064 0.82%
August 16 2019 (Sale) 261032 0.41% 267032 0.41%
At the End of the year (or on the date of separation if separated during the year) 267032 0.41%
TANUJ DROLIA
At the beginning of the year 233000 0.36% 233000 0.36%
Transaction Increase/(Decrease) in Shareholding during the week ended - - - -
At the End of the year (or on the date of separation if separated during the year) 233000 0.36%

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No. Name of Director/ Key Manage- rial Personnel

Shareholding at the begin- ning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
Dr. Prannoy Roy - Executive Co-Chairperson
At the beginning of the year 10276991 15.94% 10276991 15.94%
Date wise Increase / Decrease in - - - -
Shareholding during the year.
At the End of the year 10276991 15.94%
Mrs. Radhika Roy – Executive Co-Chairperson
At the beginning of the year 10524249 16.32% 10524249 16.32%
Date wise Increase / Decrease in - - - -
Shareholding during the year.
At the End of the year 10524249 16.32%
Mr. Shiv Ram Singh – Company Secretary
At the beginning of the year - - - -
Date wise Increase / Decrease in - - - -
Shareholding during the year.
At the End of the year - -
Mr. Rajneesh Gupta – CFO NDTV Group
At the beginning of the year - - - -
Date wise Increase / Decrease in - - - -
Shareholding during the year.
At the End of the year - -

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 937.63 14.50 - 952.13
ii) Interest due but not paid* - - - 0.09
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 937.63 14.50 - 952.13
Change in Indebtedness during the financial year
Addition 29.75 48.00 - 77.75
Reduction -152.70 - - -152.70
Net Change -122.95 48.00 - -74.95
Indebtedness at the end of the financial year
i) Principal Amount 814.68 62.50 - 877.18
ii) Interest due but not paid* 10.53 - - 10.53
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 825.21 62.50 - 887.71

* Not charged by bank as of March 31 2020 on account of moratorium availed by thecompany

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to ManagingDirector Whole-time Directors and/or Manager:

Sl. no. Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount
Dr. Prannoy Roy Mrs. Radhika Roy
1. Gross salary
(a) Salary as per provisions contained in section 6155000/- 5215404/- 11370404/-
17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) of the Income-tax Act 1961 299285/- 299285/- 598570/-
(c) Profits in lieu of salary under section 17(3) of the Income- tax Act 1961 - - -
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission
- as % of profit - - -
- Others specify... - - -
(Contribution to PF) 540000/- 558000/- 1098000/-
(Bonus) 25000/- 25000/- 50000/-
5. Others - - -
Total (A) 7019285/- 6097689/- 13116974/-
Ceiling as per the Act**

B. Remuneration to other Directors (paid and payable):

Particulars of Remuneration

Name of Directors

Total Amount
1. Independent Directors Ms. Indrani Roy Mr. Kaushik Dutta Mr. John Martin O'Loan
Fee for attending Board and committee meetings 950000/- 825000/- 925000/- 2700000/-
Commission - - - -
Others please specify - - - -
Total (1) 950000/- 825000/- 925000/- 2700000/-
2. Other Non-Executive
Directors
Fee for attending Board and committee meetings - - - -
Commission - - - -
Others please specify - - - -
Total (2) - - - -
Total (B) = (1 + 2) - - - -
Total Managerial - - - -
Remuneration (A+B)
Overall Ceiling as per the - - - -
Act**

**The remuneration of Executive Directors is within the limits prescribed by Schedule Vof the Companies Act 2013 and as per the approval received from the Members of theCompany. The Non-Executive Directors were paid sitting fees per the provisions of theCompanies Act 2013.

Executive Director was paid professional fees during the year 2019-20 as per detailsbelow:

S. No. Name of Director Professional fees paid from Company Professional fees paid from subsidiaries
1. Dr. Prannoy Roy 2438724/- Nil

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sr. No. Particulars of Remuneration

Key Managerial Personnel

Ms.Suparna Singh (CEONDTV Group till August 22 2019) Mr.Rajneesh Gupta (CFO NDTV Group) Mr.Shiv Ram Singh (Company Secretary w.e.f. April 16 2019) Mr. Hemant Kumar Gupta (Company Secretary till April 16 2019 Total
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 - 9070290/- 2004438/- 77941/- 11152669/-
(b) Value of perquisites u/s 17(2) of the Income-tax Act 1961 39600/- - - 2438595/-
(c) Profits in lieu of salary under section17(3)of the Income-tax Act1961 - - - - 39600/-
2. Stock Option# - - - - -
3. Sweat Equity - - - - -
4. Commission
- as % of profit
- others specify... - - - - -
5. Others please specify
-Allowances
-Bonus - 17708/- 16667/- - 34375/-
-Contribution to PF - 378000/- 100625/- 4319/- 482944/-
-Secondment charges 9432795/- - - - 9432795/-
-Gratuity - - - - -
Total 9432795/- 9505598/- 2121730/- 82260/- 21142383 /-

# KMPs have been granted stock options by the subsidiary(ies) in previous year(s).

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

The details of penalties/ punishment/ compounding of offences for the year ending March31 2020 are mentioned in Board's Report.

For and on behalf of the Board

Dr. Prannoy Roy Executive Co-Chairperson DIN:00025576

Radhika Roy Executive Co-Chairperson DIN: 00025625

Place: New Delhi Date: August 10 2020

.