The Directors have pleasure in presenting the Twenty Third Annual
Report and Audited Accounts of the Company for the financial year ended
March 31, 2011.
Financial Results
The summarized financial results for the year ended March 31, 2011 are
as follows:-
Year ended Year ended Year ended Year ended
31.03.2011 31.03.2011 31.03.2010 31.03.2010
(Rs. in Crores) (Rs. in
Crores) (Rs. in
Crores) (Rs. in
Crores)
Standalone Consolidated Standalone Consolidated
Business Income 347.22 418.57 348.38 590.54
Other Income 16.63 34.38 7.08 143.15
Total Income 363.85 452.96 355.45 733.69
profit/(Loss)
before Tax (93.56) (169.95) (18.66) (209.71)
Employee Stock
Compensation Expense 1.37 3.39 - 10.21
Provision for Tax
/ Others* 3.71 5.64 1.86 4.98
Share of Minority - (4.04) - (4.88)
Share in profit of
associates - 1.06 - 0.61
Exceptional gain on
dilution in stake
in a - - - 337.06
subsidiary
Net profit/(Loss)
after Tax (98.64) (173.89) (20.52) 117.66
Balance brought
forward from
previous year (77.93) 87.07 (57.41) (30.59)
Addition on
account of merger 1.75 - - -
Adjusted against
reserve & surplus
as per 76.18 37.39 - -
Scheme of Arrange
ment of merger
Appropriation:
Transfer to General
Reserve NIL NIL NIL NIL
Proposed Dividend
on Equity Shares NIL NIL NIL NIL
Tax on Dividend NIL NIL NIL NIL
profit carried to
Balance Sheet (98.64) (49.42) (77.93) 87.07
Includes Deferred Tax (Income) / Expense
The Year under Review
During the year under review, the Company achieved a turnover of Rs
347.22 crores and operating loss before depreciation interest and tax
of Rs. (46.07) crores.
The Companys operating loss before tax and ESOP cost was Rs. (93.56)
crores, operating loss after tax was Rs. (98.64) crores and earning
per share Rs. (15.30) (Basic) and Rs. (15.30) (Diluted).
A detailed review of the Companys operations has been provided in the
Management Discussion and Analysis Report, which forms part of this
Report.
Audited consolidated financial statements for the year ended March 31,
2011 also form a part of this Report.
Dividend
For the year under review, the Board of Directors do not recommend any
dividend.
Deposits
The Company has not accepted/renewed any deposits from the public
during the year.
Corporate Governance
The Companys Corporate Governance Report is attached and forms a part
of this report.
The Company
During the year, the Company entered into significant agreements in
respect of following transactions:
1. The Company through its subsidiary NDTV Networks Limited purchased
the stake held by NDTV Networks Plc in NDTV Labs Limited, NDTV
Lifestyle Limited, NDTV Convergence Limited, Turner General
Entertainment Networks India Private Limited and NGEN Media Services
Private Limited.
2. The Company, NDTV Networks Limited and NDTV Lifestyle Holdings
Private Limited entered into an agreement with South Asia Creative
Assets Limited for sale of 49% of the Companys indirect stake (on a
fully diluted basis) in the Lifestyle business of the NDTV Group.
3. The Company entered into a distribution agreement with Star Den, to
distribute four of its channels NDTV 24x7, NDTV profit, NDTV India and
NDTV Good Times across various distribution platforms.
Scheme of Amalgamation
During the year, the eight Indian subsidiaries of the Company viz: NDTV
Studios Limited, NDTV India Plus Limited, NDTV Business Limited, New
Delhi Television Media Limited, NDTV Delhi Limited, NDTV Hindu Media
Limited, NDTV News 24X7 Limited and NDTV News Limited (collectively,
Transferor Companies”) merged into the Company (Transferee Company”)
vide order of the Honble High Court of Delhi dated November 8, 2010.
Pursuant to the Company having made necessary flings of the aforesaid
orders of the Honble High Court, with the Registrar of Companies, NCT
of Delhi and Haryana, the merger had taken effect from December 17,
2010. Consequent to the merger the authorized share capital of the
Company has increased from Rs. 35,00,00,000/- divided into 8,75,00,000
Equity Shares of Rs. 4/- each to Rs. 173,30,00,000 divided into
43,32,50,000 Equity Shares of Rs.4/- each, w.e.f. December 17, 2010.
In addition to the above, the Company had initiated steps to simplify
the structure of its direct and indirect subsidiaries in India and
overseas. As part of this exercise, the Company initiated steps with
respect to the liquidation of some of its overseas subsidiaries and
completed the liquidation of NDTV Middle East Ventures FZ LLC, UAE,
NDTV Four Holdings AB, Sweden and NDTV Networks BV, The Netherlands.
NDTV Networks Plc, the UK subsidiary of the Company, was also placed
under members voluntary winding up in March 2011.
Further, the subsidiaries of the Company in Mauritius, namely NDTV Two
Holdings Limited and NDTV Three Holdings Limited, were also placed
under liquidation. The liquidation process for these entities is
expected to be concluded shortly and a formal liquidation certificate is
awaited.
Subsidiary Companies and Growth
During the year, in orderto transferthe Companys stake in non-news
business of the group, held by NDTV Networks Plc, UK to an Indian
entity of the group, the Company set up NDTV Networks Limited, its
direct subsidiary in India. NDTV Networks Limited acquired the entire
share capital held by NDTV Networks Plc in NDTV Labs Limited, NDTV
Convergence Limited, NGEN Media Services Private Limited and NDTV
Lifestyle Holdings Private Limited.
During the year, the Company also set up NDTV Lifestyle Holdings
Private Limited. NDTV Lifestyle Holdings Private Limited is the holding
company of NDTV Lifestyle Limited, which owns and operates the channel
NDTV GoodTimes. NDTV Lifestyle Holdings Pvt. Ltd., an indirect
subsidiary of the Company and Astro All Asia Networks Plc, entered into
an agreement for the acquisition of 49% stake in the Lifestyle business
of the NDTV group by South Asia Creative Assets Limited, a subsidiary
of Astro All Asia Networks.
Financial Statements of the Subsidiary Companies
The Ministry of Corporate Affairs, Government of India, vide General
Circular No.2/2011 dated February 8, 2011 has granted general exemption
under Section 212 of the Companies Act, 1956, waiving the requirement
to publish individual balance sheets, profit & loss accounts, directors
reports and auditors reports of the subsidiaries and other documents
otherwise required to be attached to the Companys accounts. However,
the annual accounts of the subsidiary companies and the related
detailed information shall be made available to the members of the
holding
and subsidiary companies seeking such information at any time. The
annual accounts of the subsidiary companies shall also be kept open for
inspection by any member in its registered offce and those of the
respective subsidiary companies. The Company shall furnish a hard copy
of details of accounts of subsidiary companies, upon receipt of a
requisition, from any shareholder.
Employee Stock Option Plan (ESOP-2004)
The Company had instituted the Employee Stock Option Plan - ESOP 2004
to grant equity-based incentives to all its eligible employees. The
ESOP 2004 as approved by the shareholders on September 19, 2005
provides for grant of 4057 thousand options to employees of the Company
by the ESOP Committee at an exercise price of Rs. 4/- each,
representing one share for each option upon exercise. The maximum
tenure of these options granted is 7 years from the date of grant.
Further, the Company had amended the ESOP 2004 Scheme incorporating a
clause giving the employees a right to surrender the options.
Consequently, employees holding options equivalent to 18,01,925 had
exercised their right to surrender.
The details as per the requirements of SEBI (ESOS & ESPS) Guidelines,
1999 are annexed to and form part of this Report.
Employee Stock Purchase Scheme 2009 (ESPS -2009)
The Company had instituted the Employee Stock Purchase Scheme 2009 (the
Scheme”) for employees of the Company and its subsidiaries by granting
shares thereunder. Accordingly, the scheme was formulated in accordance
with the SEBI (ESOS & ESPS) Guidelines, 1999.
The scheme was approved by the shareholders on March 10, 2009, through
a postal ballot and provides for allotment of 21,46,540 (Twenty one
lakhs forty six thousand fve hundred and forty) equity shares to the
eligible employees of the Company by the ESOP & ESPS Committee at an
exercise price of Rs. 4/- each.
During the year, the Company has allotted 11,740 equity shares
(previous year 17,41,435 equity shares) to the eligible employees, out
of 17,64,425 equity shares issued on March 31, 2009.
The details as per the requirements of SEBI (ESOS & ESPS) Guidelines,
1999 are annexed and form part of this Report.
significant Events and Agreements
GREENAThON - Greenies Eco Awards
In its endeavorto create environmental awareness, the Company has been
organizing a nationwide campaign NDTV Toyota Greenathon”, for two
consecutive years. Greenathon, in its frst and second years, received
an overwhelming response from Bollywood stars, Chief Ministers from
different states of India, companies and individuals helping to raise
funds and lighting up several villages across India. Events were
organized throughout the country as a part of the Greenathon campaign
like Mural Wall Painting and planting of tree saplings etc. THE NDTV
TOYOTA GREENATHON” is Indias only 24-hour live event to be telecast
across all NDTV channels, for promoting environmental awareness.
During the year, NDTV, in partnership with Toyota, announced the
Greenies Eco Awards. These awards were aimed at encouraging,
acknowledging and awarding the champions of the earth for environmental
leadership. It showcased examples of excellence and best practices in
fnding innovative solutions to environmental challenges. The
nominations for NDTV-Toyota Greenies Eco Awards were selected from
all over the world.
The winners of Indias frst national environment awards- Greenies Eco
Awards were announced at an award ceremony in New Delhi graced by the
President of India, Smt. Pratibha Devisingh Patil.
Tigerthon - Save Our Tiger
Taking forward the campaign Save OurTigers”, NDTV in association with
Aircel embarked upon a unique initiative to support its campaign Save
OurTiger” by telecasting a 12-hour Telethon on its network channels.
During the campaign, wildlife champions from across the country came
forward to extend a hand in saving the national animal, the Indian
tiger. The campaign ambassador, Sh. Amitabh Bachchan, highlighted the
key issues of tiger conservation.
As part of the campaign a special show was aired to engage all the key
stakeholders and tiger experts to voice their opinion on what needs to
be done to protect the tigers. The campaign also involved on ground
events and airing of documentaries promoting the cause of protecting
the tiger. NDTVs campaign to save our tigers received an overwhelming
response with people from across the country.
The 12-hour Save Our Tigers Telethon raised Rs 5 crore to set up tiger
task forces in key reserves across the country. For this NDTV has been
joined by a dedicated partnership pledge from the Wildlife Conservation
Trust (WCT).
world Economic Forum - Davos
The Company extensively covered 2011 World Economic Forum, held at
Davos during January, 2011, where world dignitaries, economists,
politicians and top business leaders from around the world gathered to
discuss free markets and the global economic recovery.
Support My School campaign
In its continued efforts to help build sustainable communities, NDTV
and Coca-Cola India in association with their NGO partners, UN-Habitat,
Charities Aid Foundation (CAF) and Sulabh International embarked upon a
unique initiative - Support My School campaign. The campaign aimed to
develop over 100 healthy, active and happy schools in rural and
semi-urban towns by improving basic amenities and subsequently
generating monetary resources, hence benefitting over 50,000 students
across the country.
As part of a special launch event, cricketing legend and campaign
ambassador, Mr. Sachin Tendulkar unveiled the campaign logo. Some of
the other eminent personalities present to lend their support to the
campaign included, Sh. Kapil Sibal, Union Minister, Ms. Raveena Tandon,
actor, Ms. Priya Dutt and Mr. Sanjay Raut, Members of the Parliament.
NDTV Campaign to Save Indias Coasts
NDTV has started a new campaign to Save Indias Coasts. NDTV Toyota
Etios Save Indias Coast is an initiative to raise awareness regarding
the serious threat to the Indian coastline.
As part of the campaign, NDTV reporters travelled the length of Indias
coastline to bring to light the ground reality, galvanize the local
population and raise national awareness. A special panel including
environmentalists, politicians and activists discussed the serious
threat that the Indian coastline is under from unplanned development.
Further details of the significant events and agreements appear in the
Management Discussion and Analysis Report, which forms part of this
Report.
Directors
In accordance with the provisions of the Articles of Association of the
Company, Mr. K V L Narayan Rao and Mr. Amal Ganguli, Directors, are
liable to retire by rotation, at the ensuing Annual General Meeting and
are eligible to be re-elected.
The Board, on the recommendation of remuneration committee, has
approved the revision in remuneration of Mr. K V L Narayan Rao, Group
CEO and Executive Director, w.e.f. April 1, 2011, for the remaining
period of his appointment i.e. June 10,2013. The revision in
remuneration is subject to the approval of the members of the Company
at the ensuing Annual General Meeting and Central Government, if
necessary.
Directors Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to the Directors Responsibility Statement, it
is hereby confrmed:
1. that in the preparation of the annual accounts forthe financial year
ended March 31,2011 the applicable accounting standards have been
followed and there are no material departures;
2. that the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for the year under review;
3. that the Directors have taken proper and suffcient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 1956 for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
4. that the Directors have prepared the accounts for the financial year
ended March 31, 2011 on a going concern basis.
Auditors
The Auditors of the Company, M/s. Price Waterhouse, Chartered
Accountants, hold offce till the conclusion of the ensuing Annual
General Meeting of the Company and are eligible for re-appointment.
They have confrmed that their re-appointment as Auditors of the
Company, if made, would be in accordance with the limits specifed under
Section 224(1B) of the Companies Act, 1956.
With reference to point no. 4 of the Auditors Report to the members,
the Directors state that the Company is in the process of obtaining the
approval of the Central Government for taking its approval in respect
of the managerial remuneration of the Directors.
The observations of the Auditors in their report read together with the
Notes on Accounts are self explanatory and therefore, in the opinion of
Directors, do not call for any further explanation.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
Pursuantto Section 217(1)(e) of the Companies Act, 1956 read with the
Companies (Disclosures of Particulars in the Report of the Board of
Directors) Rules, 1988, the following information is provided:
A. Conservation of Energy
Your Company is not an energy intensive unit. However regular efforts
are made to conserve energy.
B. Research and Development
The Company continuously makes efforts towards research and
developmental activities whereby it can improve the quality and
productivity of its programmes.
C. Foreign Exchange Earnings and Outgo
During the year, the Company had foreign exchange earnings of Rs. 15.83
crores (previous year Rs. 11.62 crores). The foreign exchange outgo on
subscription, uplinking and news service charges, travelling,
consultancy, software expenses, website expenses, repairs and
maintenance and other expenses amounted to Rs. 20.85 crores (previous
year Rs. 28.63 crores). Outgo on account of capital goods and others
was Rs. 4.61 crores (previous year Rs. 2.72 crores).
Personnel
As required by the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the Employees are set out
in the annexure forming part of this report.
The Directors Report is being sent to all the shareholders excluding
this annexure. Any shareholder interested in obtaining the copy of this
annexure may write to the Company Secretary at the registered offce of
the Company.
Acknowledgements
Your Directors express their grateful thanks and appreciation for the
assistance and cooperation received from the investors, shareholders,
banks and business associates during the year under review. Your
Directors also wish to place on record their appreciation for the
excellent performance and contribution of the employees to the
Companys progress during the year under review.
For and on behalf of the Board
Place : New Delhi Dr. Prannoy Roy
Date : May 3, 2011 Chairman
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