New Delhi Television Ltd

1.  Employee Stock Purchase Scheme 2009 (ESPS- 2009)
 
 In view of the proposed demerger 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 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 21, 46,540 Equity Shares to the Eligible
 employees of the Company by the ESPS Committee at an exercise price of
 Rs. 4/- each.
 
 Accordingly, the Company has issued 1,764,425 shares to the eligible
 employees and recognized the excess of market price over the exercise
 price of the shares amounting to Rs 117,737 thousand (previous year
 Nil) net of cost recovered from subsidiaries Rs 19,270 thousand
 (previous year Nil) as an expense during the year.
 
 Further, the liability outstanding in respect of Employee share
 purchase outstanding as at March 31, 2009 includes a liability of
 137,007 thousand towards shares to be allotted under ESPS-2009.
 
 2.  Contingent Liabilities not provided for in respect of:
 
 i. During the previous year, NDTV Networks Plc. (NNPLC) has raised
 funds by issuing US 0 million convertible bonds through a private
 placement which is due 2012. In connection with this, the Company has
 given an undertaking to provide a corporate guarantee for and on behalf
 of NNPLC, to repay 40 % of 107.5 % of the outstanding amount in the
 event of default by NNPLC in repayment. The estimated potential
 dilution on conversion will be between 20% to 30%.
 
 ii. Bank Guarantees issued for Rs. 3,612 thousand (Previous Year Rs
 3,736 thousand). These have been issued in the ordinary course of
 business and no liabilities are expected.
 
 iii. Claims against the Company not acknowledged as debts: Rs. 82,564
 thousand (Previous Year Rs. 82,564 thousand). The amount represent the
 best possible estimates 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.
 
 iv. The Company has received legal notices of claims / lawsuits filed
 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.
 
 3.  Segment Reporting
 
 The Company operates in the single primary segment of television media
 and accordingly, there is no separate reportable segment.
 
 4.  Related Party Transactions
 
 I. Names of related parties, where control exists or with whom
 transactions were carried out during each year and description of
 relationship as identified and certified by the Company as per the
 requirements of Accounting Standard - 18.
 
 Subsidiaries (Direct / Indirect)
 
 NDTV Media Limited
 NDTV News Limited.
 NDTV Emerging Market BV (Formerly Emerging Market 24X7 BV)
 NDTV BV (Formerly NDTV Networks BV)
 NDTV Networks BV
 NDTV Networks PLC
 NDTV Convergence Limited
 NDTV Imagine Limited
 Alliance Lumiere Limited
 Imagine Showbiz Limited
 NDTV Imagine Pictures Limited (Formerly NDTV Imagine Films Limited)
 NDTV Labs Limited
 NDTV Lifestyle Limited
 Metronation Chennai Television Private Limited
 NDTV One Holdings Limited
 NDTV Two Holdings Limited
 NDTV Three Holdings Limited
 NDTV (Mauritius) Media Limited
 Middle East Ventures FZ LLC
 NDTV Four holdings AB
 NDTV Networks International Holdings BV
 Joint Venture
 NGEN Media Services Private Limited
 Associate Company
 NDTV Studios Limited
 NDTV (Mauritius) Multimedia Limited
 NDTV Worldwide Mauritius Limited
 NDTV India Plus Limited
 NDTV News 24X7 Limited
 NDTV Business Limited
 New Delhi Television Media Limited
 NDTV Hindu Media Limited
 NDTV Delhi Limited
 Astro Awani Networks Limited
 Key Management Personnel and their relatives
 Dr. Prannoy Roy Chairman
 Radhika Roy Managing Director
 K.V.L. Narayan Rao Director
 Renu Rao Wife of a Director
 
 IV.  Other Key Agreements
 
 In order to leverage the existing resources of NDTV and also to ensure
 economies of scale, the Company has entered into an agreement with its
 subsidiaries, NDTV Networks Plc (NNPLC), NDTV Imagine Limited
 (Imagine), NDTV Labs Limited (Labs) 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 license to use any program
 footage or news content whether created or owned by other Company for
 up to three minutes subject to the same being used in a NDTV branded
 Channel and has also granted right of first refusal to the others with
 respect to licensing of distribution rights to any program or news
 content except for programs which are made specifically for a third
 party.
 
 b) Shared Services Agreements under which the Company has agreed to
 provide specified shared services on an arms length basis to the group
 Companies. Further separate service level agreements (SLA) have been
 entered for providing Finance and accounting, MIS, Legal and regulatory
 compliance, Human Resource, Satellite Up linking services etc, at a
 consideration to be ascertained for each specific service.
 
 c) Cross Channel Promo Arrangement under which the NDTV Group companies
 have agreed to implement a common cross channel promotion agreement.
 Under the said agreement the charge- outs shall be on agreed rates. The
 Company has been allotted fixed airtime in lieu of airtime on channels
 of other NDTV Group companies or Banner on NDTV.com.
 
 5.  Operating Leases
 
 i) The Company has taken various residential/commercial
 premises/Vehicles under cancellable operating leases.
 
 ii) The rental expense for the current year, in respect of operating
 leases was Rs. 149,426 thousand (Previous Year Rs 102,826 thousand).
 
 6.  The Company has accounted for the long term defined benefits and
 contribution schemes as under :
 
 (A) Defined Benefits Scheme
 
 The Company provides for long term defined benefit schemes of gratuity
 on the basis of actuarial valuation on the balance sheet date based on
 the Projected Unit Credit Method. In respect of gratuity, the Company
 funds the benefits through annual contributions to Life Insurance
 Corporation of India (LIC). The actuarial valuation of the liability
 towards the Gratuity Retirement benefits of the employees is made on
 the basis of certain assumptions with respect to the variable elements
 affecting the computations including estimation of interest rate of
 earnings on contributions to LIC. The Company recognises the actuarial
 gains and losses in the profit & loss account as income and expense in
 the period in which they occur.
 
 (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 56,762
 thousand (Previous Year Rs. 50,604 thousand).
 
 7.  The Board of Directors at their meeting held on October 1, 2008
 had approved the Scheme of Arrangement (the Scheme) for demerger of
 the News businesses of the Company. Accordingly, the Company will be
 split into two groups of companies: one group of companies will carry
 out News and other businesses and the other group of companies will
 carry out Entertainment and specified allied businesses. This
 demerger will be carried out pursuant to Section 391 to 394 read with
 sections 78, 100 to 103 of the Companies Act, 1956. After the demerger,
 for every one share currently held in the Company, a shareholder will
 hold one share in the holding company whose subsidiaries will carry out
 the News and other businesses and one share in the holding company
 whose subsidiaries will carry out the Entertainment and specified
 allied businesses. The Appointed Date for the Scheme has been
 specified as April 1, 2009. The Scheme is subject to the approval of
 the High Court of Delhi and the Company has filed the same with the
 High Court of Delhi for obtaining such approval. The meeting of the
 shareholders and the creditors (other than trade) of the Company held
 on March 24, 2009, pursuant to the orders of the Honble High Court of
 Delhi, have approved the scheme. The final approval of the Honble High
 Court of Delhi for the scheme is awaited.
 
 8.  Shareholders agreement dated 23 May 2008 was entered into by the
 Company, along with its subsidiaries NDTV BV, NDTV Networks BV, NDTV
 Networks International Holdings BV (NNIH) and NDTV Networks Plc (NNPLC)
 with NBC Universal Inc. and one of its affiliates Universal Studios
 International BV (NBCU), for subscription of 915,498 shares into NNIH
 equivalent to 26% effective indirect stake in NNPLC for an amount of
 US0 million. The agreement also contemplates that NBCU will be
 granted an option to acquire an additional effective indirect stake of
 upto 24% in NNPLC through NNIH in the third year of the joint venture
 at the then fair market value of the shares, subject to receipt of all
 necessary consents and approvals
 
 9.  Income from consultancy includes an amount of Rs 241,000 thousand
 (previous year Nil) towards services provided by the Company to its
 subsidiary in connection with the dilution of stake in a subsidiary
 (Note B-20).
 
 10.  The Company has revalued land and building situated at various
 locations out of its block of fixed assets based on a fair value
 carried out by an independent valuer as at March 31, 2009. Accordingly
 an amount of Rs 74,541 thousand and Rs 155,098 thousand being the
 appreciation in the value of land and buildings respectively has been
 accounted for as additions to the gross block of the fixed assets with
 a corresponding increase in the revaluation reserve.
 
 11.  The business arrangements between the Company and its subsidiary,
 NDTV Media Limited have been revised during the year, consequent to
 which the commission payable to NDTV Media Limited in respect of the
 current year has been revised to Rs 244,777 thousand as against Rs
 377,581 thousand had the earlier arrangements continued.
 
 12.  The Company and NDTV News Limited (NNL) have entered into an
 agreement to outsource various activities related to the Metronation
 Delhi Channel to NNL with effect from April 1, 2008. Accordingly a net
 cost amounting to Rs 169,215 thousand (previous year Nil) have been
 charged to
 
 13.  Figures of the previous year have been regrouped wherever
 necessary to conform to current years figures.