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New Delhi Television Ltd
BSE: 532529|NSE: NDTV|ISIN: INE155G01029|SECTOR: Media & Entertainment
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Explore NDTV connections « Mar 10
Notes to Accounts Year End : Mar '11
1.  Employee Stock Option Plan– ESOP 2004
 
 The Company instituted the Employee Stock Option Plan – ESOP 2004 to
 grant equity-based incentives to all its eligible employees. The ESOP
 2004, approved by the shareholders on September 19, 2005 provides for
 grant of 4,057 thousand options to employees of the Company by the ESOP
 Committee at an exercise price of Rs. 4 each, representing one share
 for each option upon exercise. The maximum tenure of these options
 granted is 7 years from the date of grant. The detail of options
 granted to employees under the ESOP 2004 is set out below.
 
 In view of the non availability of adequate historical data for the
 Company, the historical volatility of another entity within the same
 industry has been considered.
 
 Being the interest rate applicable for maturity equal to the expected
 life of options based on zero-coupon yield curve for Government
 Securities.
 
 Vesting period and volatility of the underlying equity shares have been
 considered for estimation.
 
 Since the average price trend for earlier years was not available as
 the Company was listed in May 2004, dividend yield has not been
 considered.
 
 In accordance with the accounting treatment prescribed under the SEBI
 (Employee Stock option Scheme and Employee Stock Purchase Scheme)
 Guidelines, 1999, the liability outstanding as at the March 31, 2011 in
 respect of Employee Stock Options outstanding is Rs Nil (previous year
 Rs. Nil). The balance deferred compensation expense is Rs Nil (previous
 year Rs Nil). The Company has expensed Rs 39 thousand during the
 previous year as Employee Stock Compensation Expense.
 
 Employee Stock Purchase Scheme 2009 (ESPS- 2009)
 
 In view of the proposed restructuring of the Company and its
 subsidiaries, the employees who had opted for the surrender of their
 stock vested/unvested/unexercised options, granted to them under ESOP
 2004, the Company instituted the Employee Stock Purchase Scheme 2009
 (the Scheme”) for compensating the aforesaid employees of the Company
 and its subsidiaries by granting shares thereunder. Accordingly, the
 Scheme was formulated in accordance with the SEBI (Employee Stock
 option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.
 
 The Scheme was approved by the shareholders on March 10, 2009 and
 provides for issue of 2,146,540 Equity Shares to the Eligible employees
 of the Company by the ESPS Committee at an exercise price of Rs. 4/-
 each.
 
 Accordingly, during the year the Company has allotted 11,740 (Previous
 Year 1,741,435) shares out of 1,764,425 shares issued on March 31, 2009
 to the eligible employees and transferred the liability outstanding of
 Rs. 911 thousand (Previous Year Rs 135,222 thousand) to securities
 premium account. The liability outstanding in respect of Employee share
 purchase outstanding as at March 31, 2011 is Rs. 873 thousand (Previous
 year 1,785 thousand) towards 11,250 (Previous Year 22,990) shares to be
 allotted under ESPS-2009.
 
 2.  During the year, the Company and its subsidiaries NDTV Lifestyle
 Holdings Private Limited (NLHPS”) and NDTV Networks Limited (NNL”)
 have entered into an agreement with South Asia Creative Assets Limited
 (SACAL”), a subsidiary of Astro All Asia Networks Plc to create a
 strategic alliance for lifestyle channels in India. Pursuant to the
 agreement, SACAL has infused $ 40 million in two tranches to gain 49%
 stake in NLHPS and the balance 51% is held by NNL, a subsidiary of the
 Company. NLHPS is the holding company of NDTV Lifestyle Limited which
 operates the NDTV Goodtimes channel.
 
 3.  With effect from April 1, 2011, the Company has entered into a 5
 year agreement dated March 29, 2011 with Star India Private Limited
 (Star India”), for exclusive representation for advertising sales for
 the Companys news channels in India.  Accordingly, the existing
 arrangement for these services with AIDEM Ventures Private Limited has
 been discontinued.
 
 4.  During the year, the Board of Directors of the Company accorded an
 approval for the simplifcation of the international structure of the
 NDTV Group by way of merger, liquidation etc of its direct and indirect
 subsidiaries. Subsequently, 10% direct stake in NDTV BV and 50% stake
 in Emerging Markets BV has been transferred to NDTV Networks BV. NDTV
 BV has been merged on October 15, 2010 with NDTV Networks BV. Also, the
 shares held by NDTV Networks Plc (NNPLC”) in NDTV Lifestyle Limited,
 NDTV Convergence Limited, NGEN Media Services Private Limited, NDTV
 Labs Limited and Turner General Entertainment Networks Private Limited
 has been transferred to step down subsidiaries in India.  Accordingly
 NNPLC has been put under liquidation on March 28, 2011 and control of
 all the assets and liabilities as at March 28, 2011 has been
 transferred to the Offcial Liquidator.
 
 5.  On April 30, 2010, the Company acquired a 51% stake in NDTV Studios
 Limited from NDTV Group Employees´ Trust.  Consequently, NDTV Studios
 Limited has become a 100% subsidiary of the Company. Prior to this
 acquisition, NDTV
 
 Studios Limited was an associate of the Company. NDTV Studios Ltd is
 engaged in building studios, production facilities etc.  Subsequently,
 NDTV Studio Limited was merged with the Company w.e.f. April 1, 2010.
 
 6.  Scheme of Arrangement
 
 A) Merger of NDTV Studios Limited (and its Subsidiaries) and NDTV News
 Limited with the Company.
 
 (i) During the year, the Honble High Court of Delhi in its order dated
 November 8, 2010 has approved the Scheme of Arrangement (Scheme”) for
 the merger of NDTV Studios Limited, NDTV India Plus Limited, NDTV Hindu
 Media Limited, NDTV Business Limited, NDTV News 24x7 Limited, New Delhi
 Television Media Limited, NDTV Delhi Limited and NDTV News Limited
 (collectively referred to a Transferor Company) into the Company
 (Transferee Company) with effect from the appointed date i.e. April
 1, 2010. The said order was fled with the Registrar of Companies, Delhi
 & Haryana on December 17, 2010.
 
 (ii) The salient features of the Scheme are as follows:
 
 a) The entire business and the whole of the undertaking(s), property
 and liabilities of the Transferor Companies were transferred at their
 respective book values to and vested in the Transferee Company as a
 going concern in each case so as to become the properties and
 liabilities of the Transferee Company within the meaning of Section
 2(1B) of the Income-tax Act, 1961.
 
 b) The entire share capital of all the Transferor Companies (equity or
 compulsorily convertible preference shares (CCPS) as the case may be)
 was held by the Transferee Company directly or indirectly through its
 subsidiary company(s). Therefore, the Transferee Company has not issued
 any shares or paid any consideration to any of the Transferor Companies
 or to their shareholders.
 
 c) The shares of the Transferor Companies in relation to the shares
 held by its members have been automatically cancelled.
 
 d) Accounting treatment: The merger of the Transferor Companies with
 the Transferee Company has been accounted for in accordance with the
 Pooling of Interest Method”, i.e. the Transferee Company has recorded
 all the assets and liabilities, including reserves/securities premium
 and profit and loss of the Transferor Companies vested in it pursuant to
 this Scheme, at their respective book values as appearing in the books
 of the Transferor Companies on the appointed date. The amount by which
 the aggregate of the book value of assets (other than investments in
 Transferor Companies) of the Transferor Companies vested in the
 Transferee Company exceeded the aggregate of book value of liabilities,
 reserves after adjustment by way of cancellation of the total amount
 recorded as investments in the merging companies in the books of the
 Transferee Company has been credited to capital reserve account of the
 Transferee Company.
 
 B) Financial Reorganisation of Transferee Company by utilisation of
 reserves for adjustment of debit balance of profit and loss account.
 
 (i) In accordance with the scheme, the Company has given effect to the
 Financial Reorganisation as provided in the scheme. The salient
 features of the Financial Reorganisation are as follows:
 
 a) The debit balance of the profit and Loss Account of the Transferee
 Company as appearing in its audited financial statements for the year
 ending March 31, 2010 or created pursuant to this Scheme, has been
 adjusted against the following, in the order specifed, to the extent
 required:
 
 – Capital Reserve created pursuant to the Scheme;
 
 – Revaluation Reserve of the Transferee Company including Revaluation
 Reserve of the Transferor Companies (pursuant to the Scheme); and
 
 – Securities Premium Account of the Transferee Company including
 Securities Premium Account of the Transferor Companies (pursuant to the
 Scheme).
 
 8.  Contingent Liabilities not provided for in respect of:
 
 a.  Bank Guarantees issued for Rs. 2,000 thousand (Previous Year Rs
 2,905 thousand). These have been issued in the ordinary course of
 business and no liabilities are expected.
 
 b.  Corporate Guarantee Rs Nil (Previous Year – Rs 80,000 thousand) for
 partly securing a term loan and working capital facility sanctioned by
 a bank to a subsidiary Company. This has been issued in the ordinary
 course of business.
 
 c.  Claims against the Company not acknowledged as debts: Rs. 82,564
 thousand (Previous Year Rs. 82,564 thousand).  The amount represents
 the best possible estimate arrived at on the basis of available
 information. The uncertainties and possible reimbursements are
 dependent on outcome of the legal process and therefore cannot be
 predicted accurately. The Company has engaged reputed professional
 advisors to protect its interest and has been advised that it has
 strong legal positions against such dispute.
 
 d.  The Company has received legal notices of claims / lawsuits fled
 against it relating to infringement of copyrights, trademarks and
 defamation suits in relation to the programmes produced by it. In the
 opinion of the management supported by legal advice, no material
 liability is likely to arise on account of such claims/law suits.
 
 12.  Segment Reporting
 
 The Company operates in the single primary segment of television media
 and accordingly, there is no separate reportable segment.
 
 IV.  Other Key Agreements
 
 In order to leverages the existing resources of NDTV and also to ensure
 economies of scale, the Company has agreements with its subsidiaries,
 NDTV Networks Plc (NNPLC), NDTV Labs Limited (Labs), NDTV Convergence
 Limited and NDTV Lifestyle Limited (Lifestyle) (Collectively referred
 to as NDTV Group Companies). The key agreements that the Company has
 entered into are:
 
 a) Co-operation agreement under which the companies have mutually
 agreed to grant exclusive royalty free licence to use any programme
 footage or news content whether created or owned by company for up to
 three minutes subject to the same being used in a NDTV branded channel
 and has also granted right of frst refusal to the others with respect
 to licensing of distribution rights to any programme or news content
 except for programmes which are made specifcally for a third party.
 
 b) Shared Services Agreements under which the Company has agreed to
 provide specifed shared services on an arms length basis to the group
 Companies. Separate service level agreements (SLA) have been entered
 into for providing fnance and accounting, MIS, legal and regulatory
 compliance, human resource, satellite up linking services at a
 consideration to be ascertained for each specifc service.
 
 c) Cross Channel Promotion Arrangement under which the NDTV Group
 companies have agreed to implement a common cross channel promotion
 agreement. Under the said agreement the charge-outs will be at agreed
 rates. The Company has been allotted fixed airtime in lieu of banner on
 NDTV.com.
 
 (B) State Plans:
 
 The Company deposits an amount determined at a fixed percentage of Basic
 pay every month to the state administered provident fund for the benefit
 of the employees. Accordingly, the Companys contribution during the
 year that has been charged to revenue amounts to Rs. 55,241 thousand
 (Previous Year Rs. 51,849 thousand).
 
 C) Provision for other Employee benefits:
 
 Provision for other employee benefit represents termination benefits
 paid/payable as per the policy of the Company
 
 24.  Keeping the current economic environment and other factors in
 mind, the Company has recast its business plans and streamlined
 operations. Based on these actions and its business plans, the Company
 is confdent of its ability to continue operations for the foreseeable
 future and accordingly the accounts of the Company are prepared on a
 going concern basis.
 
 25.  Interest accrued and due amounting to Rs. 3,030 thousand (Previous
 Year Rs.5,130 thousand) relates to interest for the month of March paid
 subsequently as the same was not debited by the bank as on March 31st.
 
 26.  The transfer pricing study under the Income Tax Act, in respect of
 transactions with group companies for the year will be completed before
 the fling of the tax return for the assessment year 2011-12.
 Adjustments, if any arising from the transfer pricing study shall be
 accounted for as and when the study is completed. The management
 confrms that all international transactions with associate enterprises
 were undertaken at Arms length basis”.
 
 27.  Figures of the previous year have been regrouped wherever
 necessary to conform to current years fgures. Figures for the current
 year include those of the merged entities (Note 6 above). Accordingly,
 the current year fgures are not comparable to those of the previous
 year.
Source : Dion Global Solutions Limited
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