New Delhi Television Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting the Thirty First (31st) Annual Report and audited financial statements (Standalone and Consolidated) of the Company for the financial year ended March 31, 2019.

FINANCIAL PERFORMANCE

The financial performance of the Company (standalone and consolidated) is summarized hereunder:-

(Rs. in million)

Particulars Year ended 31.03.2019 Year ended 31.03.2018 Year ended 31.03.2019 Year ended 31.03.2018

Standalone

Consolidated

Business Income 2,515.35 2,985.55 3,984.95 4,256.41
Other Income 226.88 131.70 252.25 141.43
Total Income 2,742.23 3,117.25 4,237.20 4,397.84
Profit/(Loss) before exceptional and extraordinary items and tax 173.15 (494.54) 326.32 (616.66)
Share in Profit/(Loss) of associate - - (80.77) 17.14
Exceptional items 40.00 123.32 40.00 136.27
Current Tax - - 93.49 121.1
Deferred Tax credit - - (160) (9.78)
Tax for earlier years - (3.50) - (3.56)
Profit/(Loss) after Tax for the year 133.15 (614.36) 113.66 (843.60)
Remeasurement of defined benefit obligations (16.84) (34.44) (18.25) (38.55)
Total comprehensive income / (loss) for the year 116.31 (648.80) 95.41 (882.15)
Non-controlling interest - - 11.34 (43.50)
Other comprehensive income is attributable to:
Non-controlling interest - - 0.12 0.27
Profit /(Loss) for the year carried to Reserves and Surplus 116.31 (648.80) 83.95 (838.92)
Balance Profit/(Loss) brought forward from previous year (3,143.40) (2,494.60) (3,779.14) (2,940.22)
Adjustment on transition to IND AS 115 - - (2.39) -
Adjustment on account of surrender of share based awards

-

-

130.48

-

Transfer of share based payment reserve to retained earnings

-

-

154.64

-

Adjustment due to loss of control - - (8.80) -
Balance as at the end of the year (3,027.09) (3,143.40) (3,421.26) (3,779.14)
Earnings Per Share 2.07 (9.53) 1.59 (12.41)

During the financial year under review, your company, driven by better resource management has moved from annual losses to annual profits and recorded a net profit of Rs. 133.15 million as compared to net loss of Rs. 614.36 million in the previous year (on standalone basis). The total income of the Company (on standalone basis) reduced by 12% to Rs. 2742.23 million as compared to total income of Rs. 3117.25 million during the previous year.

On a consolidated basis during the year under review, the Company recorded a net profit of Rs. 113.66 million as compared to net loss of Rs. 843.60 million during the previous year.

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 operations of the Company 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 an integral part of this Report.

TRANSFER TO RESERVES

The Company has not made any transfer to the reserve during the financial year 2018-19.

DIVIDEND

Your Directors do not recommend any dividend for the financial year 2018-19.

DEPOSITS

Your Company has not accepted or renewed any deposits from the public during the financial year 201819 and there are no outstanding deposits at the end of the financial year.

CORPORATE SOCIAL RESPONSIBILITY

Due to losses during the financial year 2017-18, the provisions of Section 135 of the Companies Act, 2013 relating to constitution of Corporate Social Responsibility (CSR) Committee, framing of CSR Policy and incurring expenditure on CSR were not applicable to your Company. However, as a responsible corporate, the Company has taken various initiatives to benefit society and various other stakeholders, the details of which are provided in this Report as Annexure 1.

Further, in view of the profit of Rs. 133.15 million (Rs. 218.30 million as per Section 198 of the Companies Act, 2013) as on March 31, 2019, the provisions of Section 135 of the Companies Act, 2013 inter-alia relating to constitution of CSR Committee and framing of CSR Policy are applicable to the Company for the financial year 2019-20. Accordingly, the Board of Directors in their meeting held on July 30, 2019 has constituted the CSR committee consisting of the following members, which will formulate and recommend a CSR Policy to the Board for its approval in due course:

Name of CSR Committee member Designation
Mrs. Radhika Roy Chairperson
Dr. Prannoy Roy Member
Ms. Indrani Roy Member / Independent Director

CORPORATE GOVERNANCE

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

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the financial year under review, the following companies ceased to be subsidiary of the Company, in line with the Companys stated position of concentrating on its core businesses and consolidation:

1. Fifth Gear Venture Limited ("FGVL"): Due to reduction in consolidated shareholding of the Company and NDTV Convergence Ltd to 46.76%, FGVL ceased to be a subsidiary of the Company w.e.f. September 11,2018. However, FGVL became a joint venture of the Company along with NDTV Convergence Ltd. This is an online auto business.

2. Special Occasions Limited ("SOL"): Due to the sale of the entire stake held by the Company and NDTV Convergence Ltd in SOL to Wedding Junction Private Limited, SOL ceased to be a subsidiary of the Company w.e.f. November 14, 2018. This was an online Wedding-related business.

In pursuance to the order dated March 13, 2019 of Honble National Company Law Tribunal, Insolvency Resolution Process has been initiated for Indianroots Shopping Limited ("ISL"), in which the Company has a minority stake as of March 30, 2018.

Details of the subsidiary companies, joint venture companies and associate companies of the Company have also been mentioned in Form MGT-9, which forms an integral part of this Report.

A report on the performance and financial position of each of the subsidiary companies, joint venture companies and associate companies in the form AOC-1 under the Companies Act, 2013, is provided in the consolidated financial statements of the Company.

POLICY ON MATERIAL SUBSIDIARIES

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

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES PROVIDED

During the financial year under review, the Board of Directors at its meeting held on July 18, 2018, accorded approval to provide corporate guarantee and security by pledging up to 29% of shares held by the Company in Red Pixels Ventures Limited, a subsidiary of the Company, in favour of IndusInd Bank Limited ("IBL"), w.r.t. credit facilities of Rs. 290 million availed by NDTV Networks Limited, a subsidiary of the Company. Details of loans, investments, guarantees and securities provided by the Company have been provided in the notes forming part of the standalone financial statements of the Company pursuant to the provisions of Section 186 of the Companies Act, 2013.

The Board of Directors at their meeting held on May 14, 2019 inter-alia approved a proposal to finalize and close an advertising deal that began in 2017-18 with Mobikwik Systems Private Limited ("Mobikwik"). This proposal of Rs. 8.74 crores consisted of Rs 3 crores (including tax) in cash and Rs. 5.74 crores in equity. The cash component has been received by the Company. With respect to the equity component, the Company has subscribed to 6,972 Compulsorily Convertible Cumulative Preference Shares ("CCCPS") of Mobikwik at Rs. 8233.50 per CCCPS.

CHANGE IN REGISTERED OFFICE

During the financial year under review, the registered office of the Company has been changed from 207, Okhla Industrial Estate, Phase-III, New Delhi 110020 to 402, Archana, B-Block Road, Archana, Greater Kailash-I, New Delhi-110048, w.e.f. December 20, 2018.

DETAILS OF BOARD MEETINGS

During the year under review, eight (8) meetings of the Board of Directors were held, details whereof 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 an integral 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, has been provided in the Corporate Governance Report, which forms an integral 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 (DIN: 00025576), 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. Pramod Bhasin, non- independent non-executive director, had resigned from the directorship of the Company w.e.f. November 15, 2018. The Board of Directors of the Company placed on record its deep appreciation for the valuable contribution made by Mr. Bhasin during his 8 years tenure as director of the Company.

The members of the Company, vide resolutions passed through postal ballot notice dated February 8, 2019, approved:

a) reappointment of Mrs. Indrani Roy (DIN: 01033399) as independent director of the Company; and

b) variation in the terms of appointment of Mrs. Radhika Roy (DIN: 00025625), Executive CoChairperson, to make her a director liable to retire by rotation.

The result of voting via Postal Ballot was declared on April 3, 2019 and the aforesaid resolutions deemed to have been passed on the last date of voting i.e. April 1, 2019.

Mr. Saurav Banerjee, Co-CEO, NDTV Group and Mr. Ravi Asawa, CFO, NDTV Group, Key Managerial Personnel of the Company, resigned w.e.f. January 12, 2019 and February 1, 2019, respectively. Mr. Rajneesh Gupta has been appointed as the CFO, NDTV Group w.e.f. February 15, 2019.

Mr. Shiv Ram Singh was appointed as the Company Secretary & Compliance Officer (Key Managerial Personnel) of the Company w.e.f. April 16, 2019, in place of Mr. Hemant Kumar Gupta who resigned from the post of Company Secretary of the Company w.e.f. April 16, 2019.

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

INDEPENDENT DIRECTORS

Mrs. Indrani Roy, Mr. Kaushik Dutta and Mr. John Martin OLoan are the independent directors of your Company.

The Company has received declarations of independence from all the independent directors in accordance with the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16 and 25 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 of Sections 134(3) & 134(5) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts for the financial year ended March 31,2019, 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 2018-19 and of the profit 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, 2019 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 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has internal control systems, commensurate with the size, scale and complexity of its operations. To maintain objectivity and independence of the Internal Auditors, they report to the Audit Committee.

The Internal Auditors monitor and evaluate the efficacy and adequacy of the Internal Control Systems, their compliance with operating systems, accounting procedures and policies in the Company. Based on the report of the Internal Auditors, 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 by the Management and Statutory Auditors and no reportable material weakness in the design or operations was observed.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy, which has been communicated within the organization to eliminate and help prevent malpractices, to investigate and resolve complaints, to take appropriate action to safeguard the interests of the Company and to ensure that the 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/viail-mechanism.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has carried out an annual evaluation of its own performance, performance of the directors individually and 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 note no. 34 to the financial statements.

There were no transactions which could be considered material in terms of the Companys Policy on 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 uploaded on the website of the Company at: http://www.ndtv.com/related-partv-transaction-policv.

RISK MANAGEMENT POLICY

Pursuant to Regulation 17(9) of the 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-Manaaement-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 ("AGM") held on August 7, 2015 to hold office until the conclusion of 32nd AGM of the Company in 2020.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company for the year 2019-20.

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 under review does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors

During the financial year under review, the Board of Directors per the 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 2018-19. Further, the Board of Directors at their meeting held on May 20, 2019, on recommendation of the Audit Committee, re-appointed the Cost Auditors to audit the cost records of the Company for the financial year 2019-20.

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 year 2019-20.

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, Company Secretaries in Practice to conduct Secretarial Audit of the Company for the financial year 2018-19. In terms of the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, NDTV Convergence Limited, a material subsidiary company of the Company ("Convergence"), had also appointed M/s Hemant Singh & Associates, Company Secretaries as its Secretarial Auditors for the financial year 2018-19.

The Secretarial Audit Report of the Company and Convergence are attached as Annexure 2 to this Report. The aforesaid Reports of the Secretarial Auditors do not contain any qualification, reservation, adverse remark or disclaimer.

NOMINATION AND REMUNERATION POLICY

The Company has a Nomination & Remuneration Policy in place, 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, COURTS OR TRIBUNALS

1. TAX MATTERS

a. Tax Demands for Assessment Years 2007-08 and 2009-10

Please refer to contingent liabilities note no. 36(1) for details of the matter, as appearing in the standalone financial statements of the Company.

b. Penalty Demand for Assessment Year 2014-15

In July 2018, the Company received an order under Section 271BA of the Income Tax Act, wherein the Income Tax department imposed a penalty of Rs. 0.01 crore for failure to disclose specified domestic transactions in Form 3CEB. The Company has filed an appeal before the Commissioner of Income Tax (Appeals) ["CIT (A)"] against the said order.

Further, in July 2018, the Company received an order under Section 271G of the Income Tax Act, wherein the Income Tax department has imposed a penalty of Rs. 0.70 crore for failure to furnish information or documents as required by sub-section (3) of Section 92D in respect of specified domestic transactions entered by the Company. The Company has filed an appeal on July 27, 2018 before CIT (A) against the said order.

2. PROCEEDINGS BEFORE THE HIGH COURT OF BOMBAY, THE SECURITIES APPELLATE TRIBUNAL AND THE SECURITIES AND EXCHANGE BOARD OF INDIA ("SEBI")

a. Show Cause Notices issued by SEBI to the Company and its Officers

i. In February 2015, the Company received a show cause notice ("SCN") from the Securities and Exchange Board of India ("SEBI") regarding non-disclosure of an alleged tax demand of Rs. 450 crores for the Assessment Year ("AY") 2009-10 ("First SCN").

ii. In June 2015, SEBI imposed a penalty of Rs. 2 crores on the Company for the non disclosure alleged in the First SCN

iii. Aggrieved by the order dated June 2015, the Company filed an appeal with the Honble Securities Appellate Tribunal in July 2015.

iv. In August 2015, the Company and certain Directors and Key Managerial Personnel ("KMP") received show cause notice from SEBI alleging certain delayed disclosures and alleged violations of the Listing Agreement and the Insider Trading Regulations ("Second SCN").

v. In June 2016, the Company received another show cause notice from SEBI alleging certain violations of the SEBI Act, 1992 and the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ("Takeover Regulations") ("Third SCN").

vi. Thereafter, the Company filed two settlement applications with SEBI-(1) by the Company along with Directors and KMPs for First and Second SCN in March 2017 and (2) by the Company for Third SCN in July 2017. Applications for condonation of delay were filed in respect of both settlement applications. SEBI rejected the applications for condonation of delay and returned the settlement applications in August 2017.

vii. In November 2017, the Company filed a writ petition in the Honble High Court of Bombay, against SEBIs return of settlement applications. This writ petition was amended by the Company in April 2019 and is currently pending before the Honble High Court of Bombay.

viii. With respect to the Second SCN, SEBI passed an order in March 2018 imposing a penalty of Rs. 0.1 crore on the Company and Rs.0.03 crore each on certain executives of the Company. Thereafter, the Company along with its executives (including ex-executives) filed an appeal before the Honble Securities Appellate Tribunal on May 7, 2018 against the said order. The appeal is reserved for judgement in this matter before the Honble Securities Appellate Tribunal. The Company has been advised by its legal counsels that the imposition of penalty is not sustainable in law and the said order is likely to be struck down in the appeal.

ix. With respect to the Third SCN, SEBI initiated adjudication proceedings. The adjudicating officer was changed and the new adjudicating officer, based on the replies filed by the Company to the Third SCN, issued a new SCN dated January 2, 2018 ("Fourth SCN") for certain alleged violations and transactions that were also the subject matter of the Third SCN. SEBI has passed an order dated June 17, 2019 in respect of the Fourth SCN and imposed a fine of Rs. 0.12 crore on the Company under the provisions of Section 15A(b) of the SEBI Act, 1992. The Company is in the process of filing an appeal against the said order before the Honble Securities Appellate Tribunal. The Company has been advised by its legal counsels that the imposition of penalty is not sustainable in law and likely to be struck down in the appeal.

x. SEBI issued a show cause notice to the Company dated August 20, 2018 ("Fifth SCN") alleging violation under Clause 36 of the erstwhile Listing Agreement due to nondisclosure of loan agreements entered into by RRPR Holding Private Limited ("Promoter Group Company") with Vishvapradhan Commercial Private Limited. The matter is currently pending before SEBI. The Company has been advised by its legal counsels that the allegations in the notice are not sustainable and no penalty is likely to be imposed against the Company in this matter.

b. Show Cause Notice issued by SEBI to the Promoters and Promoter Group Company

SEBI issued notices to the Promoter Group Company, and Dr. Prannoy Roy and Mrs. Radhika Roy ("Promoters") dated March 14, 2018, in relation to alleged violations of the SEBI Act, 1992 read with the SEBI (PFUTP) Regulations and Clause 36 of erstwhile Listing Agreement read with Section 21 of the Securities Contract (Regulation) Act, 1956 due to non-disclosure of the loan agreements entered into by-(i) the Promoter Group Company with ICICI Bank Limited, and (ii) the Promoter Group Company and Promoters with Vishvapradhan Commercial Private Limited, in the previous years.

On June 14, 2019, SEBI ruled as follows:

• The Promoter Group Company and the Promoters are restrained from accessing the securities market and are further prohibited from buying, selling or otherwise dealing in securities, directly or indirectly, or being associated with the securities market in any manner, whatsoever, for a period of two (2) years. It is also clarified that during the said period of restraint/prohibition, the existing holding, including units of mutual funds, of the Promoter Group Company and the Promoters shall remain frozen.

• The Promoters are restrained from holding or occupying any position as director or key managerial personnel in the Company for a period of two (2) years.

• The Promoters are restrained from holding or occupying any position as director or key managerial personnel in any other listed company for a period of one (1) year.

The SEBI order was stayed by the Honble Securities Appellate Tribunal on June 18, 2019 based on an appeal filed by the Promoters and the Promoter Group Company. Next hearing is on September 16, 2019

The appeal is currently pending before the Honble Securities Appellate Tribunal. We have been advised that the SEBI order dated June 14, 2019 is not sustainable in law and likely to be struck down in the appeal.

3. SHOW CAUSE NOTICES ISSUED BY THE DIRECTORATE OF ENFORCEMENT ("ED")

Please refer to contingent liabilities note no. 36(1) for details of the matters, as appearing in the standalone financial statements of the Company.

Please also note that the ED filed a Special Leave Petition ("SLP") before the Honble Supreme Court challenging the order of the Honble High Court of Bombay dated June 26, 2018 directing the RBI to render necessary guidance to the Company in the matter of compounding of the alleged contraventions and to consider the compounding application(s) filed by the Company. The SLP is currently pending for pending from the Honble Supreme Court.

4. WRIT PETITION FOR CBI FIR QUASHING

The CBI filed a FIR on June 2, 2017, against the Promoters, the Promoter Group Company, unknown officials of ICICI Bank and the Company under Sections 120B and 420 of IPC read with Sections 13(2) and 13(1)(d) of the Prevention of Corruption Act.

The allegation essentially relates to a loan from ICICI Bank which has been repaid in 2009 itself. The Company and its Promoters have never defaulted on any loan to ICICI Bank or any other bank.

The Company and the Promoter Group Company filed writ petitions in the Honble Delhi High Court on July 6, 2017 for quashing of the FIR filed by CBI. The matter is currently pending before the Honble Delhi High Court.

5. RELIANCE ADAG GROUPS SUIT FOR DEFAMATION

In October 2018, Reliance Infrastructure Limited & others (Reliance ADAG group) sued the Company and its Executive Co-Chairperson and Managing Editor in the Ahmedabad City Civil Court claiming damages of Rs. 10,000 crores, alleging defamation due to the Companys coverage of the Rafale fighter jet deal. The matter is currently pending before the court. The Company has been advised by its legal counsels that the allegations are without any basis, the Company has a strong case and there is hardly any chance of any damages being awarded against the Company in this case.

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 31,2019, there has been no issue, allotment and exercise of shares under the Scheme and no material changes have taken place in the Scheme. The Scheme provides for issue and allotment of upto 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 out 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
Mr. K.V. L. Narayan Rao (since deceased) 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 2018-19, 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 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:

• By using newer technology for its journalism, your Company has cut down its carbon footprint by reducing DSNG OB Van operations from 65,700 hours to 21,900 hours in a year. Per hour cut in operation translates to reduction of 5Kg CO2 emission in the environment. Within a year, your Company managed to reduce carbon footprint by 219,000 Kg of CO2 emission. This also translates to reduction in diesel consumption by 43,800 litres in a year.

• Use of double-glazed glasses for most of the windows to optimize air conditioning and prevent heat transfer;

• Adoption of LED light technology in studios and office premises to reduce the power consumption; and

• Installation of motion sensors in all areas to ensure that lights and air-conditioners operate only when necessary.

B. Technology Absorption (Research and Development)

The Company continuously makes 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. 257.19 million (previous year-Rs. 362.53 million). The foreign exchange outgo on account of subscription, website hosting, travelling expenses etc. amounted to Rs. 105.78 million (previous year-Rs. 125.49 million). Outgo on account of capital goods and others was Rs. 0.34 million (previous year-Rs. 4.34 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

1. 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.

2. During the financial year under review, the Company has not issued any equity shares or 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.

3. During the financial year under review, the Statutory Auditors of the Company have not reported any incident related to fraud during the financial year 2018-19 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 AntiSexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the Act"). There are three Internal Committees ("IC") that have been set up to redress complaints received regarding sexual harassment. During the period under review, three complaints were received, in NDTV group which were resolved as per the process within the prescribed time limit. There have also been regular training and awareness sessions organized as per the requirements 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
Place: New Delhi Executive Co- Chairperson
Date: July 30, 2019 DIN: 00025625

ANNEXURE-1 TO BOARDS REPORT

SIGNIFICANT EVENTS AND SOCIAL AWARENESS PROGRAMS

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

1. CAMPAIGNS

• DETTOL-NDTV BANEGA SWACHH INDIA CAMPAIGN-SEASON 5

Dettol-NDTV ‘Banega Swachh India is a 360-degree campaign (TV, digital, outdoor, radio & print) focused on cleanliness, hygiene and sanitation. The campaign is aimed at spreading awareness, driving behaviour change and building technical and physical capacity for a cleaner India.

In Season 5, the campaign addressed Air Pollution, Hygiene and Sanitation with a special focus on children-since they are the most vulnerable and also have the greatest potential to be change agents.

Season 5 of ‘Banega Swachh India was launched on May 11, 2018 at a special event in Mumbais Dr. R.N. Cooper Municipal General Hospital. Steered by campaign ambassador, Amitabh Bachchan, and leading NDTV anchors, the event was attended by representatives from the Government, Reckitt Benckiser and the social sector. The hospital served as a fitting venue given its pollutant free eco-system.

Amitabh Bachchan and Dr. Prannoy Roy hosted a 12-hour Cleanathon on October 2, 2018 to mark Rashtriya Swachhta Diwas. It was an opportunity to celebrate the impact of the campaign since 2014 and recognize the power of partnerships, such as the one between NDTV and Reckitt Benckiser, to achieve real change.

• FORTIS MORE TO GIVE CAMPAIGN-SEASON 3

Every year, 5 lakh lives could be saved in India if there were organs available. But barely 1 in every 10 lakh Indians donates an organ. Organ donation rates are 30 times higher in some Western nations. NDTV, in partnership with Fortis, launched the ‘More To Give initiative in 2016-with a view to sensitize Indians on the importance of organ donation.

In Season 3, the campaign motivated many more people across India to pledge their organs. The campaign has also highlighted the need for the National Organ and Tissue Transplant Organization (NOTTO) to expand its services to all the states of India.

The NDTV-Fortis ‘More To Give Walkathon was held in seven cities on November 25, 2018. Over 10,000 people, including celebrities, walked in Gurgaon, Chennai, Mumbai, Mohali, Bengaluru, Jaipur and Kolkata to create awareness on organ donation. The Walkathon served as a finale for the 4- month campaign, just ahead of India Organ Donation Day on November 26, 2018.

• NDTV-USHA INTERNATIONAL KUSHALTA KE KADAM-SEASON 4

‘Kushalta Ke Kadam, an initiative by NDTV and Usha International, arms women in rural India with sewing skills and enables entrepreneurship. Since 2011, Ushas Silai program has trained more than 4 lakh rural women via 20,350 Silai schools across 10,565 villages.

In Season 4, ‘Kushalta Ke Kadam introduced deserving Usha Silai School graduates to the world of high-end fashion in India. Women from the newly established Kashmir cluster worked with fashion designer Rohit Bal and presented at Lakme Fashion Week 2019. Season 4 also traced the journey and progress of the one-year old Silai Label-a label that signifies the upskilling of Silai school graduates.

The Usha Silai Schools have now reached relatively remote areas like the islands of Andaman & Nicobar, Lakshadweep and Sunderbans. Season 4 of ‘Kushalta Ke Kadam traced how women in these regions have established a steady source of income from sewing.

‘Kushalta Ke Kadam realizes some of the goals set under the Government of Indias ‘Skill India initiative.

• INDIA FOR KERALA TELETHON

The "INDIA FOR KERALA" telethon was a 6-hour LIVE televised fundraiser.

In 2018, Kerala was hit by the worst floods in 100 years. The Kerala Government estimated Rs. 21,000 crores was needed to rebuild the state.

NDTV in partnership with Tata Sky organised a special telethon to raise funds for Kerala. The goals were to enable the rebuilding of villages in the worst-affected districts and provide immediate assistance in terms of rehabilitation and food kits to people in the worst affected areas. All donations directly went to our partner NGO Plan India. Our focus was on the coverage that makes a difference, stories with a heart, standing by people and making their experience a shared one to effect change. The Mumbai hub for the telethon had celebrity guests and experts walking in through the day to lend their support to the cause. There were LIVE reports from Ground Zero (Kerala) throughout the day.

For and on behalf of the Board
Dr. Prannoy Roy
Executive Co- Chairperson
DIN: 00025576
Radhika Roy
Place: New Delhi Executive Co- Chairperson
Date: July 30, 2019 DIN: 00025625