New Delhi Television Ltd

The Directors have pleasure in presenting the Twentieth Annual Report
 and Audited Accounts of the Company for the Financial Year ended March
 31, 2008.
 
 Financial Results
 
 The summarized Financial Results for the year ended March 31, 2008 are
 as follows:-
 
                                         Year ended           Year ended
                                         31.03.2008           31.03.2008
                                     (Rs. in Crores)     (Rs. in Crores)
                                          Standalone        Consolidated
 
 Business Income                              305.62            366.13
 Miscellaneous Income                          12.88             21.81
 Total Income                                 318.50            387.94
 Profit/(Loss) before Tax                      21.02           (163.34)
 Employee Stock Compensation Expense           11.83             13.50
 Provision for Tax / Others                     4.91              8.82
 Share of Minority and Profit of Associate     (2.92)                -
 Net Profit/(Loss) after Tax                    4.28           (188.58)
 Balance brought forward from Previous Year    17.35             20.85
 Appropriation:
 Transfer to General Reserve                     NIL               NIL
 Proposed Dividend on Equity Shares             5.01              5.01
 Tax on Dividend                                0.85              0.85
 Profit carried to Balance Sheet               15.77           (173.59)
 
 Year ended            Year ended
 31.03.2007            31.03.2007
 (Rs. in Crores)      (Rs. in Crores)
 Standalone            Consolidated
 
  235.38                    278.44
    1.09                      1.24
  236.47                    279.68
    9.47                     11.50
   29.47                     35.61
  (13.11)                    (9.66)
   (0.27)
   (6.89)                   (14.72)
   30.09                     41.42
     NIL                       NIL
    5.00                      5.00
    0.85                      0.85
   17.35                     20.85
 
 *Includes Deferred Tax (Income) / Expense
 
 The Year Under Review
 
 During the year under review, the Company achieved turnover of Rs.
 305.62 Crores and PBDIT of Rs. 45.25 Crores, The Company’s profit
 before tax and ESOP cost was Rs. 21.02 Crores; Net Profit after tax was
 Rs. 4.28 Crores and earning per share Rs. 0.68 (Basic) and Rs. 0.66
 (Diluted).
 
 A detailed review of the Company’s operations has been provided in the
 Management Discussion and Analysis Report, which forms part of this
 document.
 
 Audited Consolidated Financial Statements for the year ended 31st
 March, 2008 also form a part of this Report.
 
 Dividend
 
 In view of inadequate profits on account of a charge relating to
 employee compensation cost (ESOPs granted) during the year, the Board
 of Directors of your Company has decided to recommend payment of
 dividend of Rs. 0.80 per share (i.e. 20% of face value of share)
 amounting to Rs. 5.01 Crores from the past profits represented in the
 Profit and Loss Account of the Company in terms of Section 205 of the
 Companies Act, 1956.
 
 Deposits
 
 The Company has not accepted/renewed any deposits from the public
 during the year.
 
 Corporate Governance
 
 The Company’s Corporate Governance Report is attached and forms a part
 of this report.
 
 Employee Stock Option Plan (ESOP-2004)
 
 The Company instituted the Employee Stock Option Plan (ESOP-2004) to
 grant equity based incentives to all its eligible employees. The ESOP
 2004, as finally approved by the shareholders on September 19, 2005
 provides for grant of 4,057 thousand options to employees of the
 Company by the ESOP Committee at an exercise price of Rs. 4/- each,
 representing one share for each option upon exercise. The maximum
 tenure of these options granted is 7 years from the date of grant. The
 details as per the requirements of SEBI (ESOS & ESPS) Guidelines, 1999
 are annexed and form part of this Report.
 
 The Company
 
 During the year under review, the Company progressed further in its
 journey to exploring areas beyond news and becoming a media
 conglomerate.
 
 During the year, the Company and its subsidiaries launched 5 more
 channels ranging from the first in a series of City specific channels
 to a Hindi General Entertainment channel and a channel in the niche
 segment of Lifestyle, Travel, Wellness and Living.
 
 The Company also consolidated its position with a strategic long term
 partnership with NBC Universal, Inc. (NBCU) for which a Memorandum of
 Agreement (MoA) was signed with NBCU in January 2008. The details of
 the MoA have already been shared with you as part of the Postal
 Ballot exercise recently concluded by the Company.
 
 While the Company has taken initiatives to grow in areas beyond news,
 it has firmly held on to its strong position in the news segment, based
 on the highest editorial ethics and credibility that the NDTV brand is
 known for. The English news channel NDTV 24x7, while continuing to hold
 its market share, has also delivered revenue growth. The Hindi news
 channel NDTV India remains the only Hindi News channel which has
 maintained the highest editorial standards and has not gone the tabloid
 way in its reporting. The channel won the Best Hindi News channel Award
 for the year 2007. The viewership of NDTV Profit, the Business news
 channel, has increased during the year and it has further consolidated
 its position as one of the most widely watched channels in the business
 news segment.
 
 The Company has taken significant steps during the year that
 consolidate its position in the news as well as non news areas and
 expanding its presence on the global media map by launch of channels
 like NDTV Arabia, which cater exclusively to the Indian Diaspora based
 in the Middle Eastern countries and another channel in Malaysia in
 partnership with Astro Awani Networks.
 
 Subsidiary Companies and Growth
 
 The Company had, during the previous financial year set up legal
 entities in the Netherlands, UK and India. During the year, these Legal
 entities launched their respective businesses.
 
 NDTV Networks Plc successfully raised US $ 100 Million by issue of
 Convertible bonds through a private placement.  The subsidiaries of the
 Company also commenced the respective businesses for which the same
 were set up.
 
 During the year, NDTV Imagine, a new Hindi general entertainment
 channel from NDTV Imagine Limited was successfully launched on 21st
 January, 2008. The channel offers variety of programming across genres
 ranging from light-hearted family soaps to period dramas and from
 music-based shows to the most glamorous events of the industry. The
 channel gained the third position in the space of Hindi General
 Entertainment Channels (GECs), within weeks of its launch and has
 continued to consolidate its position in the genre. The channel has
 continued to launch new programming, regularly adding to the variety of
 the programming being offered to viewers and within a few months since
 launch already has a few popular shows to its credit like Ramayan. NDTV
 Imagine Limited has also penetrated other genres in Entertainment space
 and has set up subsidiaries to launch a World Cinema Channel, a
 Bollywood Channel and Motion picture production.
 
 NDTV Lifestyle Limited successfully launched a channel NDTV GoodTimes
 on September 7th, 2007 dedicated to travel, food, fashion, shopping and
 health & wellness, both in India and abroad. The channel targets a
 largely cosmopolitan, socially upbeat audience who lives in style and
 enjoys every moment of life. NDTV Lifestyle Limited has come together
 with the Kingfisher Brand in a first-of-its-kind media alliance for the
 promotion of NDTV Good Times. The channel has attained the first
 position in the lifestyle genre and has viewership in excess of
 established channels in the genre.
 
 During the year, the Company launched “NDTV Metronation Delhi”, India’s
 first English city channel that caters to viewers in Delhi and NCR on
 September 25, 2007. The channel offers four broad genres of programming
 i.e. News and Current Affairs, Lifestyle, Entertainment and Youth. The
 Company proposes to lauch similar channels to cater to the audience in
 the cities of Metros like Mumbai, Chennai, Bangalore and Kolkatta and
 has entered into a Joint Venture with M/s. Kasturi & Sons Limited,
 publishers of the Hindu newspaper and has formed a Company called
 Metronation Chennai Television Private Limited, for the launch of NDTV
 Metronation Chennai channel.
 
 The Company also launched “NDTV Arabia” on October 30, 2007 for the
 viewers in the middle east region. The channel aims to cater to growing
 interest in Indian current affairs and economy among a large population
 of Indian and South Asian origin in West Asia and Africa.
 
 NDTV Convergence has made considerable progress in converging the web
 and broadcast presence of NDTV.  NDTV.com has been relaunched during
 the year and has strengthened its presence in other media areas like
 streaming and Podcasting. The VAS business of the Company related to
 the short code 56388 has been consolidated further with tie ups with
 all the leading telecom service providers. The Company has also
 launched a wap site NDTV Active, which extends the presence of NDTV on
 the fast expanding wap platform. The Company has also launched the wap
 avatar of ndtvcricket.com. NDTV Convergence has also been involved with
 and has successfully launched the sites for NDTV Imagine and NDTV
 GoodTimes channels.
 
 NDTV Labs also initiated steps to mark its presence in the television
 broadcasting technology products and services provider segment. The
 Company has set up a separate division to market its nX series of
 software and services related to the same and aims to consolidate the
 services business going forward. The Company has also plans to enter
 into segments like Retail Television and Electronic Signages and
 Training related to television Broadcast operations.
 
 NDTV Emerging Markets BV a 50:50 Joint venture between the Company and
 NDTV Networks Plc, is all set to capitalise NDTV’s expertise in
 launching television news/ infotainment channels by launch of channels
 internationally.  The Company will ultimately operate and manage the
 channel NDTV Arabia, targeted at the Middle East viewers.
 
 NGEN Media Services Private Limited, the Media Process Outsourcing
 Joint venture of NDTV Networks Plc and Genpact, has commenced
 operations in the areas of post production services and digital asset
 management. The Company is pitching for the Digital Asset management
 business of leading Global media Companies.
 
 The Ministry of Corporate Affairs, Government of India, vide its letter
 No. 47/350/2008-CL-III, dated 30th May, 2008 has granted approval under
 Section 212(8) of the Companies Act, 1956 for the financial year ended
 on 31.03.2008 whereby the Balance Sheet, Profit & Loss Account,
 Directors Report and Auditors Report of the subsidiaries and other
 documents required to be attached under Section 212 of the said Act,
 are not required to be attached to the Companys Accounts. Hence, the
 same are not being attached. However, the annual accounts of the
 subsidiary companies and the related detailed information will be made
 available to the members of the holding and subsidiary companies
 seeking such information at any point of time. The Annual Accounts of
 the subsidiary companies will also be kept open for inspection by any
 investor in its Registered Office and that of the subsidiary companies
 concerned.
 
 Agreements
 
 During the year, your Company has entered into Agreement with Sun
 Direct TV Private Limited for distribution of its Channels on DTH
 Platform.
 
 The Company/ Group Companies have also entered into arrangement with
 Tata Sky for the availability of the channels NDTV Imagine and NDTV
 GoodTimes. Both these channels are available on the Tata Sky Platform.
 NDTV GoodTimes has also made available an “Active Cooking” Application.
 
 NDTV Imagine Limited has also tied-up with BskyB platform for
 availability of NDTV Imagine Channel for the UK viewers.
 
 The Company has also entered into an agreement with Singnet for
 availability of its channels on IPTV and Mobile Platforms in Singapore.
 
 Directors
 
 In accordance with the provisions of the Articles of Association of the
 Company, Mr. Vijaya Bhaskar Menon and Ms. Indrani Roy, Directors, are
 liable to retire by rotation, at the ensuing Annual General Meeting and
 being eligible, offer themselves for re-appointment.
 
 The tenure of Dr. Prannoy Roy, Chairman and Whole-time Director of the
 Company is coming to an end on September 07, 2008. The Board, on
 recommendations of the Remuneration Committee, has approved the
 re-appointment of Dr.  Prannoy Roy as Chairman and Whole-time Director
 of the Company for a further period of five years with effect from
 September 08, 2008.
 
 Further, the term of appointment of Mr. K V L Narayan Rao, Whole-time
 Director expired on June 10, 2008. The Board, on recommendation of the
 Remuneration Committee, has approved the re-appointment of Mr. K V L
 Narayan Rao as Whole-time Director of the Company for a further period
 of five years with effect from June 11, 2008.
 
 The Board, on the recommendation of Remuneration Committee, has also
 revised the remuneration of Mrs. Radhika Roy, Managing Director, with
 effect from October 1, 2007, for the remaining period of her
 appointment i.e.  June 30, 2009.
 
 Director’s Responsibility Statement
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956 with respect to Director’s Responsibility Statement, it is
 hereby confirmed:
 
 1.  that in the preparation of the annual accounts for the financial
 year ended March 31, 2008 the applicable accounting standards have been
 followed along with proper explanation relating to material departures;
 
 2.  that the Directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that 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 sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 4.  that the Directors have prepared the accounts for the financial
 year ended March 31, 2008 on a ‘going concern’ basis.
 
 Auditors
 
 The Auditors of the Company, M/s. Price Waterhouse, Chartered
 Accountants, hold office till the conclusion of the ensuing Annual
 General Meeting of the Company and are eligible for re-appointment.
 They have confirmed that their re-appointment as Auditors of the
 Company, if made, would be in accordance with the limits specified
 under Section 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 filing the
 requisite applications with the Central Government for taking its
 approval in respect of the managerial remuneration of the Directors.
 The matter of grant of Employees Stock Options to one of the Directors
 is part of the Agenda for approval of the members at the Annual General
 Meeting.
 
 The observations of the Auditors in their report read together with the
 Notes on Accounts are self explanatory and therefore, in the opinion of
 Directors, do not call for any further explanation.
 
 Conservation of Energy, Technology Absorption And Foreign Exchange
 Earnings and Outgo
 
 Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the
 Companies (Disclosures of Particulars in the Report of the Board of
 Directors) Rules, 1988, the following information is provided:
 
 A.  Conservation of Energy
 
 Your Company is not an energy intensive unit, however regular efforts
 are made to conserve energy.
 
 B.  Research and Development
 
 The Company continuously makes efforts towards research and
 developmental activities whereby it can improve the quality and
 productivity of its programmes.
 
 C.  Foreign Exchange Earnings and Outgo
 
 During the year, the Company had Foreign Exchange earnings of Rs. 83.13
 Million (Previous Year Rs. 78.39 Million). The Foreign Exchange outgo
 on Subscription, Uplinking and News Service charges, Traveling,
 Consultancy, Software Expenses, Website expenses, Repairs and
 Maintenance and other expenses amounted to Rs. 173.47 Million (Previous
 Year Rs. 160.72 Million). Outgo on account of capital goods and others
 was Rs. 236.94 Million (Previous Year Rs.179.20 Million).
 
 Personnel
 
 As required by the provisions of Section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975 as
 amended, the names and other particulars of the Employees are set out
 in the annexure forming part of this report.
 
 The 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 office of
 the Company.
 
 Acknowledgments
 
 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
 Company’s progress during the year under review.
 
                                          For and on behalf of the Board
 
 Place : New Delhi                                       Dr. Prannoy Roy
 Date  : April 16, 2008                                         Chairman