NDTV Annual Report 2021 Cover
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ANNUALREPORT Contents Corporate Information 02 Board of Directors 03 Letter to Shareholders 05 Board’s Report 07 Corporate Governance Report 36 Management Discussion and Analysis 55 Business Responsibility Report 67 Standalone Financial Statements 77 Consolidated Financial Statements 137 CORPORATE INFORMATION Board of Directors: Committees: Mrs. Radhika Roy Audit Committee Executive Co-Chairperson Mr. Kaushik Dutta - Chairperson Dr. Prannoy Roy Mr. John Martin O’Loan Executive Co-Chairperson Ms. Indrani Roy Mr. Kaushik Dutta Non-Executive Independent Director Nomination & Remuneration Committee Mr. John Martin O’Loan Ms. Indrani Roy - Chairperson Non-Executive Independent Director Mr. Kaushik Dutta Mr. John Martin O’Loan Ms. Indrani Roy Non-Executive Independent Director Mr. Darius Taraporvala Mr. Darius Taraporvala Non-Executive Non-Independent Director Stakeholders’ Relationship Committee Ms. Indrani Roy - Chairperson Mrs. Radhika Roy Key Managerial Personnel: Dr. Prannoy Roy Mr. Darius Taraporvala Mr. Rajneesh Gupta Chief Financial Officer Corporate Social Responsibility Committee Ms. Tannu Sharma Company Secretary & Compliance Officer Dr. Prannoy Roy - Chairperson Mrs. Radhika Roy Ms. Indrani Roy Statutory Auditors Address: S.N. Dhawan & Co LLP Risk Management Committee Chartered Accountants, 421, II Floor, Udyog Vihar, Phase IV, Mr. John Martin O’Loan - Chairperson Gurugram - 122016 Haryana Dr. Prannoy Roy Phone : +91 124 4814444 Ms. Suparna Singh Registered Office: B-50 A, 2nd Floor, Archana Complex, Greater Kailash-I, New Delhi-110048 Phone : +91 11 - 4157 7777 +91 11 - 2644 6666 Fax : +91 11 - 49862990 E-mail : [email protected] Web : www.ndtv.com 2 Annual Report 2020-21 Corporate Information Statutory Reports Financial Statements 3 Annual Report 2020-21 4 Annual Report 2020-21 Corporate Information Statutory Reports Financial Statements 5 Annual Report 2020-21 6 Annual Report 2020-21 BOARD'S REPORT 7 Annual Report 2020-21 Board's Report Dear Members, The Board of Directors is pleased to present the 33rd Annual Report of New Delhi Television Limited (the Company or NDTV) along with the Audited Financial Statements (standalone and consolidated) of the Company for the financial year ended March 31, 2021. FINANCIAL PERFORMANCE (Rs. in million) Particulars Standalone Consolidated Year ended March 31, March 31, March 31, March 31, 2021 2020 2021 2020 Revenue from Operations 1,973.30 2,223.33 3,576.29 3,731.66 Other Income 433.93 195.12 502.71 197.95 Profit/loss before Depreciation, Finance Costs, 614.22 378.82 1,233.20 725.79 Exceptional Items and Tax Expenses Less: Depreciation/ Amortisation/ Impairment 79.08 85.12 97.36 108.16 Profit /Loss before Finance Costs, Exceptional 535.14 293.70 1,135.84 617.63 Items and Tax Expense Less: Finance Costs 155.23 163.37 232.83 248.65 Profit /Loss before Exceptional items and Tax Expense 379.91 130.33 903.01 368.98 Add/(less): Exceptional items - - - - Share of Profit/(Loss) of equity accounted investees - - -0.45 -13.90 Profit /Loss before Tax Expense 379.91 130.33 902.56 355.08 Less: Tax Expense (Current & Deferred) - - 153.96 75.81 Profit /Loss for the year (1) 379.91 130.33 748.60 279.27 Remeasurement of defined benefit obligations (2) -1.33 -15.35 0.76 -18.23 Total (1+2) 378.58 114.98 749.36 261.04 Non-Controlling Interest - - 39.64 36.97 Other comprehensive income is attributable to: Non-Controlling Interest - - 0.47 -0.66 Profit/(Loss) for the year carried to Reserves and Surplus 378.58 114.98 709.25 224.73 Balance of Profit /Loss for earlier years -2,912.11 -3,027.09 -3,196.66 -3,421.26 Adjustment on transition to new tax rate - - - -0.13 Balance carried forward -2,533.53 -2,912.11 -2,487.41 -3,196.66 COMPANY'S PERFORMANCE Your Company declared its best-ever annual result for the financial year ending March 31, 2021 with a net profit of Rs. 379.91 million as compared to a net profit of Rs. 130.33 million in the previous year (on standalone basis). The total income of the Company (on standalone basis) reduced to Rs. 2,407.23 million as compared to the total income of Rs. 2,418.45 million during the previous year. The consolidated results for the NDTV Group were its best in over a decade with a net profit of Rs. 748.60 million, as compared to a net profit of Rs. 279.27 million during the previous year The total income at the Group level was Rs. 4,079 million as compared to the total income of Rs. 3,929.61 million during the previous financial year. These milestones were achieved despite the massive setback to the economy on account of the Coronavirus pandemic which has led to advertising being slashed. Your Company moved quickly to mitigate the impact of the economic slowdown and each of its team members cooperated to ensure business remained strong. All this even as NDTV reporters and crew operated around-the-clock as an essential service, providing the country with the latest and most-credible coverage of the pandemic and all its aspects. 8 Annual Report 2020-21 Corporate Information Statutory Reports Financial Statements CONSOLIDATED FINANCIAL STATEMENTS In accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 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 operations of the Company, an industrial overview, segment-wise performance, etc., has been provided in the Management Discussion and Analysis Report in keeping with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which forms an integral part of this Report. GENERAL RESERVE Your Company has not transferred any amount to the general reserve during the financial year 2020-21. DIVIDEND Your Directors do not recommend any dividend for the financial year 2020-21. DEPOSITS Your Company has not accepted or renewed any deposits from the public under Chapter V of the Companies Act, 2013 during the financial year 2020-21, and there are no outstanding deposits at the end of the financial year 2020-21. CORPORATE SOCIAL RESPONSIBILITY (CSR) Per the provisions of Section 135 of the Companies Act, 2013, inter-alia relating to the constitution of a CSR Committee and the framing of a CSR Policy, a Corporate Social Responsibility Committee was constituted by the Board on July 30, 2019. However, since the Company does not have an average net profit in the preceding three financial years, no CSR expenditure is required for the financial year 2020-21. However, your Company has voluntarily undertaken many, widely-acknowledged initiatives as outlined in the Management and Discussion Analysis Report to highlight and build awareness of causes that are especially important on account of the unprecedented pandemic. The CSR policy is available on the Company's website at: https://www.ndtv.com/convergence/ndtv/corporatepage/images/NDTV_CSR_Policy.pdf CORPORATE GOVERNANCE A report on Corporate Governance, along with the certificate on Corporate Governance, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Board's Report. The certificate of compliance with the requirements of Corporate Governance, obtained from M/s Vishal Arora & Associates, Practicing Company Secretaries, does not contain any qualification, reservations or adverse remarks. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES A separate statement highlighting the financial statements of subsidiaries, associates, joint venture companies of the Company in the prescribed Form AOC-1 forms part of the Consolidated Financial Statements, in compliance with Section 129(3), and other applicable provisions, if any, of the Companies Act, 2013, read with Rules made thereunder. There has been no material change in the nature of business of the subsidiaries. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statement and related information of the Company, and the audited accounts of each of its subsidiaries, is available on www.ndtv.com. During the financial year 2020-21, the following company ceased to be subsidiary of the Company: 1. Red Pixels Ventures Limited (RPVL): The Company sold its entire stake in Red Pixels Ventures Limited (RPVL) which owns and operates Gadgets360.com, India's Number One tech portal. NDTV Convergence (a material subsidiary) also sold 11.40% of its shareholding in RPVL to M/s A R Chadha and Co India Pvt Ltd. With this transaction, RPVL ceased to be a subsidiary of the Company w.e.f. March 26, 2021. ANNUAL RETURN In accordance with the provisions of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2021 in the prescribed form is available on the website of the Company at: https://www.ndtv.com/convergence/ndtv/corporatepage/AnnualReturns.aspx POLICY ON MATERIAL SUBSIDIARIES The Company's Policy on Material Subsidiaries is available on the Company's website and can be accessed at http:/ 9 Annual Report 2020-21 /www.ndtv.com/material-subsidiary-policy As on March 31, 2021, NDTV Convergence Limited is the only material subsidiary of the Company. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES PROVIDED Details of loans, investments, guarantees and securities provided by the Company have been provided in the notes forming part of the standalone financial statement of the Company per Section 186 of the Companies Act, 2013. CHANGE IN REGISTERED OFFICE The registered office remains at B 50A, 2nd Floor, Archana Complex, Greater Kailash-I, New Delhi 110048. DETAILS OF BOARD MEETINGS Nine(9) meetings were held of the Board of Directors.