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. |