New Delhi Television Ltd Directors Report.

DEAR MEMBERS,

Your Directors have pleasure in presenting the Thirtieth (30th) Annual Report and audited financial statements of the Company for the financial year ended March 31, 2018.

FINANCIAL RESULTS AND STATE OF AFFAIRS

The financial performance of the Company (standalone and consolidated) for the year ended March 31, 2018 as compared to the previous financial year ended March 31, 2017 is summarized as under:-

(Rs. in Million)
Year ended 31.03.2018 Year ended 31.03.2017 Year ended 31.03.2018 Year ended 31.03.2017
Standalone Consolidated
Business Income 3 ,003.26 3,777.62 4,290.07 4,899.89
Other Income 1 13.21 124.41 106.99 114.65
Total Income 3 ,116.47 3,902.03 4,397.06 5,014.54
Profit/(Loss) before exceptional and extra-ordinary items and tax (491.50) (369.81) (613.62) (711.05)
Share in Profit/(Loss) of associate - - 17.14 2.03
Exceptional items 74.00 136.27 74.00
Current Tax 3.04 7.07 124.19 80.08
Deferred Tax credit - - (9.78) (1.10)
Tax for earlier years (3.50) (0.26) (3.56) (0.24)
Profit/(Loss) after Tax (614.36) (450.62) (843.60) (861.76)
Remeasurement of defined benefit (34.44) (9.98) (38.55) (11.00)
obligations
Total comprehensive income / (loss) for the year (648.80) (460.60) (882.15) (872.76)
Non controlling interest - - (43.50) (57.68)
Other comprehensive income is attributable to: - - (0.27) (0.16)
Non controlling interest
Profit /(Loss) for the year carried to Reserves and Surplus (648.80) (460.60) (838.92) (815.00)
Balance Profit/(Loss) brought forward from previous year (2,494.60) (2,034.00) (2,940.22) (2,125.08)
Balance as at the end of the year (3,143.40) (2,494.60) (3,779.14) (2,940.22)
Earning Per Share (9.53) (6.99) (12.41) (12.47)

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements), 2015 and IND AS 110 – Consolidated Financial Statements read with IND AS 28 – Investments in Associates and IND AS 31 – Interests in Joint Ventures, the audited consolidated financial statements are provided in the Annual Report.

OPERATIONAL HIGHLIGHTS

A detailed review of the Companys operations has been provided in the Management Discussion and Analysis Report in terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 which forms part of this Report.

TRANSFER TO RESERVES

The Company has not made any transfer to the reserve during the financial year 2017-18.

DIVIDEND

In view of the loss, no dividend has been recommended for the financial year 2017-18.

DEPOSITS

The Company has not accepted/renewed any deposits from the public during the year and there are no outstanding deposits.

CORPORATE SOCIAL RESPONSIBILITY

In view of the loss incurred, provisions of Section 135 of the Companies Act, 2013 relating to incurring expenditure on Corporate Social Responsibility, are not applicable to the Company. However, as a responsible corporate, the Company has taken various initiatives for the benefit of the society and various other stakeholders, the details of which are provided in this Report as Annexure 1.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements, as stipulated under the various regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013. A report on Corporate Governance along with certificate on its compliance forms a part of the Annual Report.

SUBSIDIARIES AND ASSOCIATE COMPANIES

As per the approvals of the Board of Directors and the members of the Company, NDTV Networks Limited ("Networks"), a subsidiary of the Company, had completed the sale of its 2% shareholding, held in Lifestyle & Media Holdings Limited (formerly known as NDTV Lifestyle Holdings Limited) ("Lifestyle Holdco") to Nameh Hotels & Resorts Private Limited ("Nameh"), on March 30, 2018. Consequently, Lifestyle Holdco and its direct and indirect subsidiaries i.e. Lifestyle & Media Broadcasting Limited (formerly known as NDTV Lifestyle Limited), Indianroots Shopping Limited (formerly known as NDTV Ethnic Retail Limited) and Indianroots Retail Private Limited, ceased to be subsidiaries of the Company w.e.f. March 30, 2018. However, now these entities are Joint Ventures and the Company is currently holding 49% shareholding of Lifestyle Holdco through Networks.

The Company and NDTV Convergence Limited ("Convergence"), a subsidiary of the Company, will be selling off their entire stake in Special Occasions Limited ("SOL"), another subsidiary of the Company. The Company and Convergence own and hold, collectively 95% of the total, issued, subscribed and paid-up equity share capital of SOL, which will be sold to Wedding Junction Private Limited, for Rs. 100 per equity share. Pursuant to the completion of the aforementioned sale of stake by the Company and Convergence, SOL will cease to be a subsidiary of the Company. This is also in keeping with the Companys stated position of concentrating only on its core business and moving out of the ancillary businesses. The Board of Directors approved the sale of the entire stake of the Company in SOL, at their meeting held on July 18, 2018. During the financial year under review, the Registrar of Companies ("ROC") approved application filed by Red Pixel Gadgets Limited, a subsidiary of the Company, for striking off its name from the Register of ROC on June 19, 2017. Details of the subsidiary companies and associate company of the Company have also been mentioned in Form MGT – 9, which forms a part of this Report. A report on performance and financial position of each of the subsidiary companies and associate company in the format AOC-1 under the Companies Act, 2013, is provided in the consolidated financial statements of the Company.

MATERIAL SUBSIDIARIES

The Companys policy on "material subsidiary" is placed on the Companys website and can be accessed at http://www.ndtv.com/material-subsidiary-policy

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITY PROVIDED

Details of loans, investments, guarantees and security provided pursuant to the provisions of Section 186 of the Companies Act, 2013, are mentioned in notes forming part of the standalone financial statements of the Company. After the end of Financial Year under review, the Board of Directors at their meeting held on July 18, 2018 has approved the Corporate Guarantee of Rs. 29 crores and pledge up to 29% of its shareholding in Red Pixels Ventures Limited, a subsidiary of the Company, in favour of IndusInd Bank Limited ("IBL"), w.r.t. credit facilities of Rs. 29 crores availed by NDTV Networks Limited, a subsidiary of the Company, from IBL.

DETAILS OF BOARD MEETINGS

During the financial year under review, eight (8) meetings of the Board of Directors were held, details of which along with the details of attendance of Directors of the Company at the said meetings have been provided in the Corporate Governance Report, which forms part of the Annual Report. A calendar of meetings for every year is prepared and circulated in advance to the Directors.

AUDIT COMMITTEE

Composition of the Audit Committee of the Board, along with the details of meetings held during the financial year under review and attendance of Committee members at the said meetings, have been provided in the Corporate Governance Report, which forms part of the Annual Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Dr. Prannoy Roy, Executive Co-Chairperson is liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible offers himself for re-appointment.

During the financial year under review, Mr. K.V.L. Narayan Rao, Executive Vice-Chairperson and Group CEO, passed away on November 20, 2017. The Board of Directors of the Company placed on record their tribute to Mr. Rao as under:

Mr. Rao was an exceptional leader. He had unshakeable integrity and his ability to make time to address the concerns of every person at NDTV, no matter how senior or junior, was what NDTV counted on day after day as an institution - among many other qualities that he brought to work day after day as the CEO. Board members observed one minute silence to honour the memory of Mr. K.V.L. Narayan Rao.

During the financial year under review, Ms. Suparna Singh has been appointed as Group CEO & KMP and Mr. Saurav Banerjee has been elevated to Group Co-CEO & KMP w.e.f December 4, 2017. Further Mr. Ravi Asawa has been appointed as Group CFO & KMP w.e.f December 4, 2017. Mr. Navneet Raghuvanshi resigned as Company Secretary and Compliance Officer w.e.f. March 12, 2018 and Mr. Hemant Kumar Gupta has been appointed as Company Secretary and Compliance Officer w.e.f. March 12, 2018.

Brief resume/details regarding Director proposed to be re-appointed as above are furnished in the Notice of the AGM.

INDEPENDENT DIRECTORS

Ms. Indrani Roy, Mr. Kaushik Dutta and Mr. John Martin OLoan are the Independent Directors of the Company. During the financial year under review, Mr. Amal Ganguli, Independent Director of the Company, passed away on May 8, 2017. The Board of Directors of the Company acknowledged that passing away of Mr. Amal Ganguli is a huge loss to the Company, its employees and all other stakeholders.

The Company has received declaration of independence from all Independent Directors in accordance with the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of familiarisation program for Independent Directors are available on the website of the Company at: http://www.ndtv.com/details-of-familiarisation-programme.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) & (5) of the Companies Act, 2013, your Directors state that: a) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any; b) such accounting policies have been selected and applied consistently and judgments and estimates made 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 2017-18 and of the loss of the Company for that period; c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the annual accounts for the financial year ended March 31, 2018 have been prepared on a going concern basis; e) internal financial controls were followed by the Company and they are adequate and are operating effectively; and f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

In terms of Section 134 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditors report to the Audit Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of Internal Control System, its compliance with operating systems, accounting procedures and policies in the Company. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby further strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee from time to time. The Company has in place adequate internal financial controls commensurate with the size and scale of the operations of the Company. During the period under review, such controls were tested and no reportable material weakness in the design or operations were observed.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy. The mechanism under the Policy has been communicated within the organisation. The objective of this mechanism is to eliminate and help to prevent malpractices, to investigate and resolve complaints, take appropriate action to safeguard the interests of the Company and to ensure that whistleblower is protected. The Company has appointed an Independent Ombudsman for the purpose of reporting, enforcing and monitoring the Whistle Blower Policy and procedures. The details of the Vigil Mechanism have been provided in the Corporate Governance Report and are also available on the website of the Company at: http://www.ndtv.com/vigil-mechanism.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has carried out the annual, evaluation of its own performance, the performance of the Directors individually the performance of its committees. The performance of individual directors was evaluated on parameters, such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and its minority shareholders, attendance at meetings, effective participation, vision and strategy, etc.

RELATED PARTY TRANSACTIONS

All transactions with related parties were in the ordinary course of business and on an arms length basis and were approved by the Audit Committee. Details of related party transactions have been disclosed in the notes to the financial statements. There were no transactions which could be considered material in terms of the Companys Policy on materiality of related party transactions. Further, there were no transactions that were required to be reported in Form AOC-2. The policy on related party transaction has been placed on the website of the Company at: http://www. ndtv.com/related-party-transaction-policy.

RISK MANAGEMENT POLICY

Pursuant to Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a risk management policy and identified risks and is taking appropriate steps for their mitigation. The Board of Directors doesnt foresee any immediate risk which threatens the existence of the Company. The details of the Risk Management Policy of the Company are available on the website of the Company at: http://www.ndtv.com/risk-Management-Policy.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

The Auditors of the Company, M/s. B S R & Associates LLP, Chartered Accountants (FRN: 116231W/W-100024), were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive financial years, at the 27th Annual General Meeting held on August 7, 2015, to hold office until the conclusion of 32nd Annual General Meeting ("AGM") of the Company, subject to ratification of their appointment by the Members of the Company at every AGM. However, the requirement to place the matter relating to ratification of appointment of Auditors by the members at every Annual General Meeting is done away with vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, the matter for ratification of appointment of Auditors will not be placed before the members at the forthcoming AGM of the Company.

Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report to the members of the Company for the financial year the under review does not contain any qualification, reservation or adverse remark.

Cost Auditors

During the financial year under review, the Board of Directors on recommendation of the Audit Committee had appointed M/s Sanjay Gupta & Associates, Cost Accountants ("Cost Auditors"), to audit the cost records of the Company, for the financial year 2017-18. Further, the Board of Directors at their meeting held on August 8, 2018, on recommendation of the Audit Committee, re-appointed Cost Auditors, to audit the cost records of the Company, for the financial year 2018-19. Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, approval of the members of the Company is being sought at the forthcoming AGM of the Company for ratification of remuneration payable to the Cost Auditors for financial years 2017-18 and 2018-19.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed M/s Hemant Singh & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company for the financial year 2017-18. The Secretarial Audit Report is attached as Annexure 2 to this Report. The Report of Secretarial Auditor does not contain any qualification, reservation or adverse remark.

NOMINATION AND REMUNERATION POLICY

The Company has adopted a Nomination & Remuneration Policy, attached as Annexure 3 to this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, extract of annual return in Form MGT 9 is attached as Annexure 4 to this Report.

DETAILS OF ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

1. TAX MATTERS

a. Tax Demand for Assessment Year 2009-10

During the financial year 2013-14, the Company had received an Assessment Order dated February 21, 2014 for tax demand of Rs. 450 crores for the Assessment Year ("AY") 2009-10, against which it had filed an appeal before the Income Tax Appellate Tribunal ("ITAT"). In the said order, Income Tax Department ("Tax Department") declared that US $150 million invested by NBCU in NDTVs subsidiary in 2008 was a "sham transaction". NBCU is Americas most respected TV network and was a subsidiary of General Electric (GE) at the time. ITAT thereafter vide its order dated July 14, 2017 had dismissed the appeal filed by the Company. Pursuant to aforesaid order of ITAT, Tax Department issued an appeal effect order demanding an amount of Rs. 429 crores to be paid immediately. The Company has filed a Writ Petition before the Honble High Court of Delhi ("the Court") challenging the aforesaid appeal effect order making a piecemeal assessment and raising the present demand. The Company has also filed 2 appeals on the issue of merits and maintainability against the order of ITAT. The Court directed the Tax Department not to take any coercive steps against the Company. The Court said it was ‘satisfied that there was a prima facie case in favor of the Company and sought the reply of the Tax Department on Companys plea. On May 21, 2018, the Court admitted the appeals filed by the Company and framed questions of law. The Court also directed that the stay granted on the tax demand and stay in connection with the prosecution notice relating to AY 2009-10 shall continue till the next date of hearing, which is September 10, 2018. PENALTY: On January 31, 2018 the Company received an order under section 271(1)(c) of the Income Tax Act, 1961 levying penalty of Rs. 436.80 crores for the Assessment Year ("AY") 2009-10. The Company filed a Writ Petition before the Honble High Court of Delhi ("the Court") against the above said order issued by the Income Tax Department. The Writ Petition was listed on February 16, 2018, wherein the Court has directed the Company to file an appeal before the Commissioner of Income Tax (Appeals) and to approach the Assessing Officer ("AO") for stay of the penalty order dated January 31, 2018. The Company also filed an appeal before the Commissioner of Income Tax (Appeals) and stay application before the AO. On March 22, 2018, the Income Tax Department rejected the stay application filed by the Company and directed the Company to pay 30% of the total demand i.e. Rs 131.04 crores. Against the said order, the Company filed a Writ Petition on April 2, 2018 before the Court. The Court admitted the appeal and listed for hearing on September 10, 2018 along with the other appeals.

Prosecution Notice u/s 279(1) for Assessment Year 2009-10

On May 7, 2018 the Company received a Show Cause Notice under section 279(1) of the Income Tax Act, 1961 for launching prosecution proceedings against the Company along with two executive directors of the Company for the assessment year 2009-10. The Company filed an appeal against the order before the Honble High Court of Delhi. The appeal has been admitted and the stay has been granted till the next date of hearing i.e. September 10, 2018.

b. Tax Demand for Assessment Year 2007-08

In April 2016, the Company received an order raising a tax demand of Rs. 47.27 crores and further received an order under section 154 of the Income Tax Act, 1961 dated September 9, 2016 enhancing the demand by Rs. 12.72 crores making the total demand to Rs 59.99 crores from the Income Tax Department, pertaining to Assessment Year ("AY") 2007-08, calling an investment of US$ 20 Million by M/s Fuse+ Media Holding LP (Fuse+ Media), a wholly owned subsidiary of M/s. Velocity Interactive Group in NDTV Networks Plc., erstwhile subsidiary of the Company, as a "sham transaction". This follows an earlier similar order for AY 2009-10, calling the investment by NBCU - a subsidiary of General Electric - also a "sham transaction". Fuse+ Media Group is a respected and leading Silicon Valley investment company. Based on the legal advice received from senior counsel, the Company strongly believes that the said order is untenable and misconceived. The Company has filed an appeal against the order before CIT(A) alongwith the stay application before Assessing Officer.

2. PROCEEDINGS BEFORE THE SECURITIES APPELLATE TRIBUNAL ("SAT") AND THE SECURITIES & EXCHANGE BOARD OF INDIA ("SEBI")

a. Proceedings before SAT

During the year 2015-16, the Company had received a show cause notice from the Securities & Exchange Board of India ("SEBI") for alleged violation of clause 36 of the erstwhile Listing Agreement regarding non-disclosure of alleged tax demand of Rs. 450 crores as detailed above. SEBI had then passed an Order under Section 23A and Section 23E of the Securities Contracts (Regulation) Act, 1956 levying a penalty of Rs. 2 crores on the Company. The Company had

filed an appeal with SAT against the said Order. However, the Board of Directors, in the interest of all the stakeholders of the Company, for saving of time, cost and to quickly close the matter to avoid protracted litigation, on March 6, 2017 had approved to file settlement application with SEBI. The settlement application was filed by the Company, Executive Directors and erstwhile officers of the Company followed by the application for condonation of delay. The application for condonation of delay was rejected by SEBI vide order dated August 23, 2017 leading to return of settlement application. During the year, the Company had filed a Writ Petition before the Honble High Court of Bombay against the return of the said settlement application and another settlement application which was dismissed by SEBI vide order dated August 31, 2017 (as mentioned in point ‘b below). The Company had also re-filed the settlement application on September 29, 2017. The said settlement application and the Writ Petition are currently pending.

b. Notice issued by SEBI for alleged non-disclosures under SEBI Takeover Regulations

During the year 2016-17, SEBI had issued a notice to the Company and its Promoters, with regard to certain alleged non-compliances related to delay/non-filing of disclosures in the previous years, under SEBI Takeover Regulations, which were technical/procedural in nature. The Board of Directors of the Company, in interest of all stakeholders of the Company, for saving of time, cost and to quickly close the matter to avoid protracted litigation, on March 6, 2017 had approved to file settlement application for some of the alleged non-disclosures with SEBI. The settlement application was filed by the Company followed by the application for condonation of delay. The application for condonation of delay was rejected by SEBI vide order dated August 31, 2017 leading to return of settlement application. During the year, the Company had filed a Writ Petition before the Honble High Court of Bombay against the return of the said settlement application and another settlement application which was dismissed by SEBI order dated August 23, 2017 (as mentioned in point ‘a above). The Writ Petition filed by the Company is currently pending before the Honble High Court of Bombay.

c. SEBI order dated March 16, 2018

SEBI had passed an order dated March 16, 2018 imposing a fine of Rs. 10 lacs on the Company and Rs. 3 lacs each on certain executives of the Company for certain delayed disclosures under the erstwhile Listing Agreement and the Insider Trading Regulations. The Company along with its executives (including ex-executives) had filed an appeal before the Honble SAT on May 7, 2018 against the said order. The said appeal is currently pending before SAT.

3. SHOW CAUSE NOTICE ISSUED BY THE ENFORCEMENT DIRECTORATE

During November, 2015 the Company, two of its executive Directors, a late officer and NDTV Studios Ltd. (erstwhile subsidiary of the Company since merged with the Company) received a show cause notice ("SCN") from the Directorate of Enforcement ("ED") as to why adjudication proceedings should not be held for alleged contraventions of provisions under Foreign Exchange Management Act, 1999 and regulations made thereunder. As per SCN, the contraventions are in relation to the funds raised by the Companys foreign subsidiaries during previous years. The Company with the approval of Board of Directors had filed application(s) with the Reserve Bank of India ("RBI") for compounding of the contraventions alleged in the SCN. The Compounding application(s) were returned by RBI with an advice to the Company to approach its Overseas Investment Division and Foreign Investment Division for further guidance. The Company had sought clarity from RBI officials in this matter. In the meanwhile, the ED had issued a notice initiating the adjudication proceedings in the matters referred to in the earlier SCN. The Company had thereafter filed a Writ Petition before the Honble High Court of Bombay ("the Court") against the RBI and ED. On June 26, 2018 the Court directed RBI to consider the compounding application(s) filed by the Company. The Court ruled in favour of the Writ Petition filed by the Company against the RBI and ED and quashed the directive issued by ED to RBI which had prevented the compounding. Further on August 06, 2018, the Company has filed a compounding application with RBI for compounding of certain contraventions as alleged by ED against the Company, in the said SCN.

4. ORDER ON REPORTING OF KATHUA RAPE CASE

In April 2018, the Honble High Court of Delhi ("the Court") had taken suo moto cognizance against several electronic and print media organizations, including the Company, in relation to reporting of an incident disclosing the identity of an eight year old victim of gang rape and murder in Kathua District, Jammu & Kashmir.

During the Court proceedings on April 18, 2018, the Company as well as the other respondent media houses submitted their willingness to deposit amounts with the Jammu & Kashmir State Legal Services Authority to be used towards compensation to victim and family of victim of sexual violence. Accordingly, the Company deposited an amount of Rs. 10 lacs in the manner as provided in the aforesaid order. Vide order dated 8th August 2018, the Court quashed the proceedings qua the media houses (including the Company) who has furnished their affidavits of apology and deposited the aforesaid amount with the Court.

EMPLOYEE STOCK PURCHASE SCHEME 2009 (ESPS – 2009)

The Company had in earlier years instituted the Employee Stock Purchase Scheme 2009 ("the Scheme") in accordance with the SEBI Guidelines for employees of the Company and its subsidiaries by allotting shares thereunder. The Scheme was approved by the shareholders of the Company, on March 10, 2009, through postal ballot. During the financial year ended March 31, 2018, there have been no issue, allotment and exercise of shares under the Scheme and no material changes have taken place in the Scheme. The Scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014 and the details are also placed on website of the Company at http://www.ndtv.com/agm 2018. The Scheme provides for issue and allotment of not exceeding 21,46,540 Equity Shares to the eligible employees of the Company and its subsidiaries by the ESOP & ESPS Committee at an exercise price of Rs. 4/- each.

Disclosures in compliance with SEBI Guidelines, as amended, are set below:

S. No. PARTICULARS DETAILS
1. The details of the number of shares issued under the Scheme 17,53,175 Equity Shares (11,250 equity shares have been reversed in previous years)
2. The price at which such shares are issued Exercise price Rs. 4/- per share
3. Employee - wise details of the shares issued/allotted to:
(a) Senior Managerial Personnel; During the financial year under review, NIL equity shares were issued /allotted to the senior management personnel of the Company.
(b) Any other employee who is issued / allotted shares in any one year amounting to 5% or more issued / allotted during that year; No employee is in receipt of the issued/allotted equity shares in any one year amounting to 5% or more equity shares issued/allotted during that year, except the following:
Name of Director/ Employee No. of Equity Shares issued/ allotted during the year 2009-10
Late Mr. K.V.L. Narayan Rao 1,37,500
Ms. Smeeta Chakrabarti 1,16,700
Total 2,54,200
(c) Identified employees who were issued shares during any one year equal to or exceeding 1% of the issued capital of the Company at the time of issuance. There is no employee who has been issued equity shares during any one year equal to or exceeding 1% of the issued capital of the Company at the time of issuance.
4. Diluted Earning Per Share (EPS) pursuant to issuance of shares under the Scheme Since there is no issue of share during the FY 2017-18, hence, it is not applicable.
5. Consideration received against the issuance of shares No shares were issued during the financial year.
6. Loan repaid by the trust during the year from exercise price received N.A.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014, the following information is provided:

A. Conservation of Energy

The Company is not an energy intensive unit, however regular efforts are made to conserve energy. Some of the steps taken by the Company towards energy conservation are as under: ? Use of double glazed glasses for most of the windows facing exterior side, to optimize the air-conditioning and prevent heat transfer;? Adoption of LED light technology in studios and office premises to reduce the power consumption;? Adoption of VRV technology for air-conditioning in office areas to reduce electricity consumption; and???Installation of motion sensors in cabins/washrooms to switch off lights and air-conditioners.

B. Technology Absorption (Research and Development)

The Company continuously make efforts towards research and developmental activities whereby it can improve the quality and productivity of its programs.

C. Foreign Exchange Earnings and Outgo

During the financial year, under review the Company had foreign exchange earnings of Rs. 362.53 million (previous year Rs. 393.79 million). The foreign exchange outgo on subscription, uplinking and news service, travelling, consultancy and professional fees, repairs and maintenance, distribution and marketing fees and other expenses amounted to Rs. 125.49 million (previous year Rs. 126.30 million). Outgo on account of capital goods and others was Rs. 4.34 million (previous year Rs. 8.53 million).

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the prescribed format and annexed herewith marked as Annexure 5 to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this Report. Further, the Report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection at the Registered Office of the Company, during office hours between 1.00 p.m. and 3.00 p.m. on all working days, excluding Saturdays, prior to the date of Annual General Meeting. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

GENERAL

Except as disclosed, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of this Report. The Company had not issued any equity shares with differential voting rights as to dividend, voting or otherwise. The Company had not issued any shares (including sweat equity shares) to employees of the Company under any scheme. Statutory Auditors of the Company have not reported incident related to fraud during the financial year 2017-18 to the Audit Committee or Board of Directors under section 143(12) of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

NDTV Group has in place an Anti-Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Act"). The Internal Complaints Committee ("ICC") has been set up to redress complaints received regarding sexual harassment. During the financial period under review, one complaint was received by the ICC and it was resolved after due process within the prescribed time. There have also been regular training and awareness sessions organized as per the requirement of the aforesaid Act.

ACKNOWLEDGEMENTS

Your Directors acknowledge with thanks the support and co-operation extended by the Investors, Bankers, Business Associates and employees at all levels for their valuable patronage.

For and on behalf of the Board
Dr. Prannoy Roy
Executive Co-Chairperson
DIN: 00025576
Radhika Roy
Executive Co- Chairperson
DIN: 00025625
Place : New Delhi
Date : August 8, 2018

ANNEXURE 1 TO DIRECTORS REPORT

SIGNIFICANT EVENTS AND SOCIAL INITIATIVES

The Company has been organizing many social awareness programs and campaigns in various fields, which continue to create awareness and generate enormous support.

DHFL PRAMERICA LIFE INSURANCE CO. LTD. BEHTAR INDIA CAMPAIGN

The ‘NDTV-DHFL Pramerica Behtar India campaign was launched in an attempt to work towards a better future for India, by highlighting issues that needed urgent attention regarding Swasthya, Swachhta and Vatavaran. The initiative was aimed at mobilizing individuals to actively participate towards its three pillars – Health, Hygiene and Environment among students, ordinary citizens and corporates alike. Behtar India looked at working on the three pillars of Health, Hygiene and Environment over a period of 6 months, through mass participation. The campaign was designed as a nationwide contest amongst schools/ students where they compete and score for every task accomplished under each pillar. At the end of the campaign, the students/schools with maximum score got awarded at an ‘Awards Afternoon as the heroes of the campaign.

BEHTAR INDIA STUDENTS CONCLAVE

As part of the campaign, the Behtar India Students Conclave was held at Modern School, Vasant Vihar, New Delhi with Campaign Ambassador Sushant Singh Rajput. The conclave highlighted issues that needed urgent attention and discussed how students can help bring the right difference in the mindset of people regarding Swasthya, Swachhta and Vatavaran.

DETTOL-NDTV BANEGA SWACHH INDIA CAMPAIGN – 4

NDTV-Dettol Banega Swachh India is a five year 360 degree campaign (TV, digital, outdoor, radio & print) aimed at spreading awareness about sanitation, empowering citizens with better hygiene and sanitation facilities across the country and working with partners to support ground interventions for construction & maintenance of toilets & drive behavioral change.

The theme of year 4 was to introduce the three steps to a clean India – Cleaning, Segregating and Composting. Under the ambit of the ‘Mere10Guz motto, i.e. clean 10 yards of your surroundings, the activities and messaging was directed towards creating awareness about ‘how each one could make a difference – one yard at a time. The emphasis was on it making a mass movement by encouraging people to step out of their homes and take up activities towards cleaning their neighborhood or city.

The Launch

The season launched on April 20, 2017 with a unique event. Campaign ambassador, Amitabh Bachchan along with NDTVs Vikram Chandra, Nitish Kapoor from Reckitt Benckiser and Manisha Mhaiskar, Principal Secretary (Urban Development), Maharashtra visited the Vijaynagar Housing Society in Andheri to see how they have successfully implemented our agenda of Clean, Compost & Segregate.

CLEANATHON 4

The campaign once again dedicated October 2nd to observe Rashtriya Swachhta Diwas with a 12-hour CLEANATHON hosted by Amitabh Bachchan and Vikram Chandra to focus on Swachh Hawa, Zameen & Paani. The Cleanathon received massive support from various eminent personalities.

From 2014 to 2018, 4 televised 12-hour CLEANATHONS, hundreds of clean-up drives, lakhs of volunteers, supported by Prime Minister Mr. Narendra Modi, Chief Ministers, Central Ministers, and policy makers from across India along with millions of supporters across the country have made Banega Swachh India truly an essential change-maker in todays time.

EVERY LIFE COUNTS CAMPAIGN

NDTV and the Gates Foundation joined hands for a campaign which focusses on issues affecting women and child health in India and looked at potential benefits for reproductive, maternal, newborn, child and adolescent health ("RMNCH+A") in the Country. The series highlighted issues such as family planning, family and reproductive health care, access to pre-natal care, safe delivery, and expert post-natal care that will reduce maternal, neonatal and child mortality; Immunization and preventable diseases such as diarrhea, acute respiratory diseases such as pneumonia, and other infections, as the biggest causes of neo-natal deaths in South-East Asia, agriculture and nutrition, solutions for enhancing agricultural productivity, women and girls empowerment and strengthening of primary healthcare systems. Importantly the campaign took a positive approach by suggesting solutions even as it highlighted problems affecting women and child health. In the first year of the campaign, we concentrated on linear, issue based documentaries.

However in the second year, the format was structurally, and intent-wise, dynamic. We started with ‘Why Pinky Paharin Eats Rodents for Lunch. and

‘Such a Long journey, which were broadcasted and generated tremendous response.

Over the course of the campaign, many more stories with similar impact were covered such as ‘Drug Crisis Impacting Women in Punjab. The story uncovered the impact on the men who have fallen victims to Punjabs drug crisis. The episode documented what was being left behind in the big picture - the voices of the women, children and the families of victims, who are infected, dispossessed and in many cases, severely depressed.

Another unnerving story that was documented was the ‘Forgotten Women Of Silicosis that brought to light the villages of Karauli district in Rajasthan, where the world-famous red sandstone that causes incurable Silicosis is extracted, has been killing men for decades. In their absence, its the women who are taking up this mantle. Unconnected to even the basic government schemes, the story spoke about thousands of poor women with small children who are struggling to fend for themselves.

FORTIS MORE TO GIVE CAMPAIGN

Every year, about 5 lakh people die awaiting organ transplants due to non-availability of organs. The current organ donation rate in India is 0.5 donors per 10 lakh people as compared to over 30 donors per 10 lakh in some Western countries. NDTV in partnership with Fortis launched the second season of the – ‘More To Give initiative, a campaign focusing on sensitizing the nation about the need of stepping up to donate organs for saving lives.

The campaign worked towards building greater awareness about the low rate of organ donation compared to a high rate of requirement for organ transplants in our country. The campaign triggered a nationwide movement for people to ‘pledge their organs, to make the process of pledging easily accessible to the masses. Through the campaigns activations, the main aim was to push for policy changes in the existing processes involved in organ donation as well as urge the Government to expand the services of the National Organ and Tissue Transplant Organization (NOTTO) to all states of the country.

The campaign decided to take up the cause of organ donation in an effort to positively impact the well-being of the nation. This was not an easy task by any measure. Existing negative perceptions and a general lack of actionable concern were the biggest challenges in the way of increasing donor numbers. This campaign aimed at sensitizing the eco-system, raising awareness around organ donation, creating a nationwide movement for people to PLEDGE their organs and to make the process of pledging easily accessible to the masses.

As the culmination of this 4 month long campaign, on November 26, 2017 - India Organ Donation Day, the NDTV Fortis More To Give walkathon to spread awareness was organized in six cities – Gurgaon, Mumbai, Mohali, Bengaluru, Jaipur and Chennai.

Actor Swara Bhaskar, the ambassador for the NDTV Fortis More To Give campaign was at the forefront of the walk in Gurugram to show her support to this initiative. The walkathon, where over 3000 people participated, was fl agged off by Gul Panag in Mumbai.

NDTV-DIAGEO ROAD TO SAFETY CAMPAIGN – YEAR 4

United Spirits-NDTV Road To Safety, a Diageo Initiative is a social campaign to make our roads safer and attempt to reduce the number of "preventable accidents" by encouraging citizens to demonstrate more responsible behavior behind the wheel.

While lack of awareness, bad road designs and poor maintenance are definitely a part of the problem, a majority of the accidents are a result of drunken driving. The campaign is now in its fourth edition, and attempts to address this issue by encouraging citizens to take a pledge to Never Drink and Drive.

In its 4th season the objective was to focus on encouraging the youth to be responsible behind the wheel. As a part of this initiative, we also celebrated India Road Safety week from April 23 to April 30. The week long ground activity was held across 4 cities – Mumbai, Delhi, Banaglore and Chandigarh - to spread awareness among the masses in multiple cities across the nation. Eminent personalities like the Union Minister of Transport and National Highways, Nitin Gadkari and BJP Lok Sabha MP, Kirron Kher joined in at different cities to show their support to the campaigns cause. Walkathons and quizzes were conducted and skits were held to drive home the message.

Though the fourth chapter of the initiative is near its culmination, the journey of making Indian roads safer is a never-ending one.

NDTV – USHA INTERNATIONAL KUSHALTA KE KADAM – SEASON 3

Following the two year success of the Kushalta Ke Kadam initiative, this year the campaign has returned with a new and bigger goal – to introduce the USHA Silai School women to the larger business dynamics of the fashion industry in India.

To fuel this season, the campaign is working along with USHA in partnership with IMG Reliance and together they have offered selected women from the USHA Silai School programme with an opportunity to work closely with 4 major designers of the fashion world and produce a sustainable fashion line that echoes the outcome of the continuous commitment of USHAs sewing school project.

The project started back in July 2017 with women from the USHA Silai School programme being given a chance to showcase their garments to a panel of four designers. Going through an assessment phase, 32 women were selected and segregated in 4 groups of 8. Each group had women from one of the 4 decided regions – Gujarat, West Bengal, Puducherry and Rajasthan. Each group was assigned one of the designers to help the women design a collaborative fashion line that is tied to the regions own fashion culture.

Following that began the 8 month-long journey where each group found inspiration from their regions ethos and put together pieces of clothing to refl ect that. The pice de rsistance was in form of a master showcase at a major fashion event later this year. The journey finally culminated when the ‘Silai label was launched for retail at stores in Delhi in April 2018.

SUPPORT MY SCHOOL – FINAL CHAPTER

The seven year journey of Support My School Mission 1000 initiative succeeded in achieving its goal. In an attempt to revitalize over 1000 schools across India, the initiative worked along with many NGOs across India to bring the schools the required technology and level of education that provided a better future to each and every student of the school.

By building a better educational environment for students in all parts of the Country, the initiative has benefited more than 3.72 lakh students till date with the help from many NGO partners and donors. Over 100 NGOs across the Country partnered with the campaign that focused on providing students with better school infrastructure, safer drinking water units and improved sanitation conditions. These NGO partners were recognized for their efforts at the closing event of the initiative held at Taj Palace Hotel, Delhi on December 14, 2017.

NGOs such as Charities Aid Foundation- India Chapter, Forum for Organized Resource Conservation and Enhancement (FORCE), Bless, Bhoruka Charitable Trust among many others played a pivotal role in helping the initiative reach its goal of revitalizing 1000 + schools in some of Indias poorest districts. Further details of significant events appear in Management Discussion and Analysis Report, which form part of this Report.

For and on behalf of the Board
Dr. Prannoy Roy
Executive Co-Chairperson
DIN: 00025576
Radhika Roy
Executive Co- Chairperson
DIN: 00025625
Place : New Delhi
Date : August 8, 2018

ANNEXURE 3 TO DIRECTORS REPORT

NEW DELHI TELEVISION LIMITED

Nomination and Remuneration Policy

Nomination and Remuneration Committee currently comprises of three Independent Directors and an Executive Director.

1. OBJECTIVE

The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of the SEBI (LODR) Regulations, 2015. The Key Objectives of the Committee would be: 1.1. To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management. 1.2. To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board. 1.3. To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management. 1.4. To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations. 1.5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage. 1.6. To devise a policy on Board diversity 1.7. To develop a succession plan for the Board and to regularly review the plan;

2. DEFINITIONS

2.1. Act means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.

2.2. Board means Board of Directors of the Company.

2.3. Directors mean Directors of the Company.

2.4. Key Managerial Personnel means

2.4.1. Chief Executive Officer or the Managing Director or the Manager;

2.4.2. Whole-time director;

2.4.3. Chief Financial Officer;

2.4.4. Company Secretary; and

2.4.5. such other officer as may be prescribed.

2.5. Senior Management means Senior Management means personnel of the company who are members of its core management team excluding the Board of Directors including Functional Heads.

3. ROLE OF COMMITTEE

3.1. Matters to be dealt with, perused and recommended to the Board by the Nomination and Remuneration Committee

The Committee shall:

3.1.1. Formulate the criteria for determining qualifications, positive attributes and independence of a director. 3.1.2. Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial and Senior Management positions in accordance with the criteria laid down in this policy. 3.1.3. Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

3.2. Policy for appointment and removal of Director, KMP and Senior Management

3.2.1. Appointment criteria and qualifications a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

3.2.2. Term / Tenure

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairperson/Co-Chairperson, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

- An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.

- No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly. However, if a person who has already served as an Independent Director for 5 years or more in the Company as on October 1, 2014 or such other date as may be determined by the Committee as per regulatory requirement; he/ she shall be eligible for appointment for one more term of 5 years only.

- At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

3.2.3. Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

3.2.4. Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations thereunder, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

3.2.5. Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

3.3. Policy relating to the Remuneration for the Whole-time Director, KMP and Senior Management Personnel

3.3.1. General:

a) The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

b) The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Act.

c) Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director.

d) Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

3.3.2. Remuneration to Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:

a) Fixed pay:

The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites including, employers contribution to P.F, pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the Person authorized by the Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

b) Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director/Managing Director in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the previous approval of the Central Government.

c) Provisions for excess remuneration:

If any Whole-time Director/Managing Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the prior sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

3.3.3. Remuneration to Non- Executive / Independent Director:

a) Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the Articles of Association of the Company and the Act.

b) Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs. One Lac per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

c) Commission:

Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Act.

d) Stock Options:

An Independent Director shall not be entitled to any stock option of the Company.

4. MEMBERSHIP

4.1 The Committee shall consist of a minimum 3 non-executive directors, majority of them being independent. 4.2 Minimum two (2) members shall constitute a quorum for the Committee meeting. 4.3 Membership of the Committee shall be disclosed in the Annual Report. 4.4 Term of the Committee shall be continued unless terminated by the Board of Directors.

5. CHAIRPERSON

5.1 Chairperson of the Committee shall be an Independent Director.

5.2 Chairperson of the Company may be appointed as a member of the Committee but shall not be a Chairman of the Committee. 5.3 In the absence of the Chairperson, the members of the Committee present at the meeting shall choose one amongst them to act as Chairperson. 5.4 Chairman of the Nomination and Remuneration Committee meeting could be present at the Annual General Meeting or may nominate some other member to answer the shareholders queries.

6. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may be required.

7. COMMITTEE MEMBERS INTERESTS

7.1 A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated. 7.2 The Committee may invite such executives, as it considers appropriate, to be present at the meetings of the Committee.

8. SECRETARY

The Company Secretary of the Company shall act as Secretary of the Committee.

9. VOTING

9.1 Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee. 9.2 In the case of equality of votes, the Chairman of the meeting will have a casting vote.

10. NOMINATION DUTIES

The duties of the Committee in relation to nomination matters include:

10.1 Ensuring that there is an appropriate induction in place for new Directors and members of Senior Management and reviewing its effectiveness; 10.2 Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Act; 10.3 Identifying and recommending Directors who are to be put forward for retirement by rotation. 10.4 Determining the appropriate size, diversity and composition of the Board; 10.5 Setting a formal and transparent procedure for selecting new Directors for appointment to the Board;

10.6 Developing a succession plan for the Board and Senior Management and regularly reviewing the plan; 10.6 Evaluating the performance of the Board members and Senior Management in the context of the Companys performance from business and compliance perspective; 10.7 Making recommendations to the Board concerning any matters relating to the continuation in office of any Director at any time including the suspension or termination of service of an Executive Director as an employee of the Company subject to the provision of the law and their service contract. 10.8 Delegating any of its powers to one or more of its members or the Secretary of the Committee; 10.9 Recommend any necessary changes to the Board; and 10.10 Considering any other matters, as may be requested by the Board.

11. REMUNERATION DUTIES

The duties of the Committee in relation to remuneration matters include:

11.1 to consider and determine the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate all elements of the remuneration of the members of the Board. 11.2 to approve the remuneration of the Senior Management including key managerial personnel of the Company maintaining a balance between fixed and incentive pay refl ecting short and long term performance objectives appropriate to the working of the Company. 11.3 to delegate any of its powers to one or more of its members or the Secretary of the Committee. 11.4 to consider any other matters as may be requested by the Board. 11.5 Professional indemnity and liability insurance for Directors and Senior Management.

12. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings must be minuted and signed by the Chairman of the Committee at the subsequent meeting. Minutes of the Committee meetings will be tabled at the subsequent Board and Committee meeting.

For and on behalf of the Board
Dr. Prannoy Roy
Executive Co-Chairperson
DIN: 00025576
Radhika Roy
Executive Co- Chairperson
DIN: 00025625
Place : New Delhi
Date : August 8, 2018

ANNEXURE 5 TO DIRECTORS REPORT

Details of remuneration under section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended March 31, 2018:

S. No Name of the Director Remuneration of Director / KMP for the financial year 2017-18 (In Rs.)1 Remuneration of Director / KMP for the financial year 2016-17 (In Rs.) Percentage Increase in remuneration in the financial year 2017-18 Ratio of Director Remuneration to the median remuneration of Employees
Executive Directors
1. Dr. Prannoy Roy 72,39,620 72,98,770 0% 1 : 8.9
2. Mrs. Radhika Roy 60,38,024 60,97,174 0% 1 : 7.5
Non-executive Independent Directors
3. Mr. Amal Ganguli* Nil Nil N.A. N.A.
4. Ms. Indrani Roy Nil Nil N.A. N.A.
5. Mr. Kaushik Dutta Nil Nil N.A. N.A.
6. Mr. John Martin OLoan Nil Nil N.A. N.A.
Non-executive Non Independent Directors
7. Mr. Pramod Bhasin Nil Nil N.A. N.A.
Key Managerial Personnel other than Executive Directors
8. Mr. K.V.L. Narayan Rao** Group CEO and Executive Vice-Chairperson 20,456,940 (till November 20, 2017) 12,151,201 (for the period November 14, 2016 to March 31, 2017) 0% 1 : 25.3
9. Ms. Suparna Singh CEO, NDTV Group (w.e.f. December 4, 2017) 3,811,501 N.A. Not Comparable since designated as KMP for part of FY 2017-18 1 : 4.7
10. Mr. Saurav Banerjee Group CFO (till December 4, 2017) 12,020,078 15,285,901 0% 1 : 14.9
11. Mr. Saurav Banerjee Co-CEO, NDTV Group (w.e.f. December 4, 2017) 4,568,562 N.A. N.A. 1 : 5.6
12. Mr. Ravi Asawa CFO, NDTV Group (w.e.f. December 4, 2017) 2,019,733 N.A. Not Comparable since designated as KMP for part of FY 2017-18 1 : 2.5
13. Mr. Navneet Raghuvanshi Company Secretary and Compliance Officer (till March 12, 2018) 5,484,780 69,02,647 (including one time payout) 0% 1 : 6.8
14. Mr. Hemant Kumar Gupta Company Secretary & Compliance Officer (w.e.f. March 12, 2018) 1,05,332 N.A. Not Comparable since designated as KMP for part of FY 2017-18 1 : 0.1

* Mr. Amal Ganguli, passed away on May 8, 2017.

**Mr. K.V.L. Narayan Rao passed away on November 20, 2017.

1 Executive Director was paid professional fees during the year 2017-18, as per details below:

(Amount in Rs.)
S. No. Name of Director Professional fees paid from Company Professional fees paid from subsidiaries
1. Dr. Prannoy Roy Rs. 44,11,121 Nil

As on March 31, 2018, there were 680 employees on the rolls of the Company. There was no increase in median remuneration of employees in the F.Y. 2017-18 as compared to F.Y. 2016-17.

The average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average percentile increase in the salaries of employees other than the managerial personnel = 0% annualized basis / No Increase Average percentile increase in the managerial remuneration = 0% / No Increase Not applicable as managerial remuneration increase % is lower.

None of the Directors availed any variable component of the remuneration.

It is further affirmed that remuneration paid to Directors and Key Managerial Personnel was as per the Remuneration Policy of the Company.

For and on behalf of the Board
Dr. Prannoy Roy
Executive Co- Chairperson
DIN: 00025576
Radhika Roy
Place: New Delhi Executive Co- Chairperson
Date: August 8, 2018 DIN: 00025625