Contents Board of Directors 3 Awards of Excellence 4 Letter to Shareholders 5 Directors’ Report 9 Corporate Governance Report 45 Standalone Financial Statements 75 Consolidated Financial Statements 149 BBookook 11.indb.indb 1 330-08-20180-08-2018 14:37:2214:37:22 BBookook 11.indb.indb 2 330-08-20180-08-2018 14:37:2214:37:22 Board of Directors: Mrs. Radhika Roy Audit Committee Executive Co-Chairperson Mr. Kaushik Dutta - Chairperson Mr. Pramod Bhasin Dr. Prannoy Roy Mr. John Martin O’Loan Executive Co-Chairperson Ms. Indrani Roy Mr. Pramod Bhasin Nomination & Remuneration Committee Non-Executive Director Mr. Kaushik Dutta -Chairperson Dr. Prannoy Roy Mr. Kaushik Dutta Mr. John Martin O’Loan Non-Executive Independent Director Ms. Indrani Roy Mr. John Martin O’ Loan Non-Executive Independent Director Stakeholders’ Relationship Committee Ms. Indrani Roy-Chairperson Ms. Indrani Roy Mrs. Radhika Roy Non-Executive Independent Director Dr. Prannoy Roy CEO, NDTV Group Ms. Suparna Singh Co-CEO, NDTV Group Mr. Saurav Banerjee CFO, NDTV Group Mr. Ravi Asawa Company Secretary & Compliance Offi cer Mr. Hemant Kumar Gupta Auditors B S R & Associates LLP, Chartered Accountants, Building No.10, 8th Floor, Tower B, DLF Cyber City, Phase - II, Gurugram -122 002 Phone: +91 124 2358 610 Fax: +91 124 2358 613 Registered Offi ce 207, Okhla Industrial Estate, Phase-III, New Delhi-110020. Phone+91 11 - 4157 7777, 2644 6666 Fax+91 11 - 49862990 E-mail: [email protected] Web: www.ndtv.com Board of Directors 3 BBookook 11.indb.indb 3 330-08-20180-08-2018 14:37:2214:37:22 Annual Report 2017-18 Awards of Excellence: 2017-2018 Indian National Science Academy (INSA) Best Interstitial Award: NDTV Good Times Awards 2017 – July 2017 Best Cinematography: RedDot for The Last Drop Indira Gandhi Prize for Popularization of Science in 2017 Ramnath Goenka Excellence in Journalism Awards 2016-2017 – December 2017 Pallava Bagla - NDTV Hindi (Broadcast): Ravish Kumar, NDTV India WAN-IFRA Awards for South Asia 2017 – Investigative Reporting (Broadcast): September 2017 Sree-nivasan Jain & Manas Pratap Singh, NDTV 24x7 Gold: Best News App – ndtv.com Silver: Best Innovation to Engage Youth Audience Karnataka Union of Working Journalists – NDTV - Dettol Banega Swachh India Campaign Awards 2017 – January 2018 – NDTV Best Reporting of Human Interest Stories: Maya Bronze: Best News Website – ndtv.com Sharma, NDTV 24x7 Bronze: Best Social Media Practices – ndtv.com ENBA 2017 (exchange4media) Awards – February 2018 Woodpcker International Film Festival 2017 – November 2017 Best News Channel of the Year – English: NDTV 24x7 Best Film - Art & Culture: NDTV for Chamar Pop: Dalit Politics of Doab Best In-depth Series – English - Truth vs Hype: NDTV 24x7 CMS Vatavaran Festival – November 2017 Mumbai Press Club RedInk Awards 2018 – May Best Film on Water Conservation: RedDot for 2018 The Last Drop Excellence in Environment Reporting Indian Television Academy (ITA) Awards 2017 Sushil Chandra Bahuguna - NDTV – November 2017 Excellence in Business & Economy Reporting Best Television / Film Event: NDTV Gadget Guru Awards Sushil Kumar Mohapatra - NDTV India 4 Awards of Excellence BBookook 11.indb.indb 4 330-08-20180-08-2018 14:37:2214:37:22 Annual Report 2017-18 Dear Shareholders Thank you for standing with NDTV and being a part of its uncompromising effort at independent journalism at a time when the world is scrutinizing whether the media in India is caving to pressure from political power. NDTV’s commitment to bringing its viewers accurate, fair reportage is not unrecognized - it has won a major award as Asia’s Most-Trusted News Broadcaster* and everyday, your company and your reporters are told that now, more than ever, NDTV is relevant in the most important aspect of journalism - speaking truth to power. We have taken many crucial steps to improve NDTV’s performance. Costs are being cut, operational effi ciencies are being introduced and improved upon every few months. NDTV’s declared mission, now several years old, to place its digital content at the heart of the group, is being emulated today by every other major media house. NDTV Convergence, the digital arm of the group, remains profi table, a rarity for online news content, and NDTV.com is the world’s 20th largest news website (as ranked by Comscore), bigger than famous sites like Washington Post or Huffi ngton Post. NDTV is the only Indian site to feature in the world’s Top 20. With your support, NDTV continues to consolidate its strengths, to fi ght any attempt to subvert its voice of fearless journalism, and to be a fi scally responsible enterprise. This will be an exciting year for all of us – it will give your NDTV a chance to show off its strengths in election programming, its digital prowess with new properties being launched online including a phone-only news channel, its passion for fi ghting for the rights and interests of an India that has room and respect for every sort of voice and belief. Thank you, dear shareholders, for remaining the strength of NDTV. Radhika Roy and Prannoy Roy (Executive Co-Chairpersons of NDTV) *(India region, awarded by IBC Infomedia, Asia’s Most Trusted Companies Awards) Letter to Shareholders 5 BBookook 11.indb.indb 5 330-08-20180-08-2018 14:37:2314:37:23 BBookook 11.indb.indb 6 330-08-20180-08-2018 14:37:2314:37:23 New Delhi Television Limited BBookook 11.indb.indb 7 330-08-20180-08-2018 14:37:2314:37:23 BBookook 11.indb.indb 8 330-08-20180-08-2018 14:37:2314:37:23 Annual Report 2017-18 DIRECTORS’ REPORT DEAR MEMBERS, Your Directors have pleasure in presenting the Thirtieth (30th) Annual Report and audited fi nancial statements of the Company for the fi nancial year ended March 31, 2018. FINANCIAL RESULTS AND STATE OF AFFAIRS The fi nancial performance of the Company (standalone and consolidated) for the year ended March 31, 2018 as compared to the previous fi nancial year ended March 31, 2017 is summarized as under:- (Rs. in Million) Year ended Year ended Year ended Year ended 31.03.2018 31.03.2017 31.03.2018 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 Profi t/(Loss) before exceptional and (491.50) (369.81) (613.62) (711.05) extra-ordinary items and tax Share in Profi t/(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) Profi t/(Loss) after Tax (614.36) (450.62) (843.60) (861.76) Remeasurement of defi ned benefi t (34.44) (9.98) (38.55) (11.00) obligations Total comprehensive income / (648.80) (460.60) (882.15) (872.76) (loss) for the year Non controlling interest - - (43.50) (57.68) Other comprehensive income is - - (0.27) (0.16) attributable to: Non controlling interest Profi t /(Loss) for the year carried to (648.80) (460.60) (838.92) (815.00) Reserves and Surplus Balance Profi t/(Loss) brought (2,494.60) (2,034.00) (2,940.22) (2,125.08) forward from previous year 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 fi nancial statements are provided in the Annual Report. OPERATIONAL HIGHLIGHTS A detailed review of the Company’s 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. Directors’ Report 9 BBookook 11.indb.indb 9 330-08-20180-08-2018 14:37:2314:37:23 Annual Report 2017-18 TRANSFER TO RESERVES The Company has not made any transfer to the reserve during the fi nancial year 2017-18. DIVIDEND In view of the loss, no dividend has been recommended for the fi nancial 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 benefi t 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 certifi cate 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.