We were incorporated as New Delhi Television Private Limited on September 8, 1988. Subsequently the Company was converted into a Public Limited Company and we changed our name to New Delhi Television Limited and fresh certificate of incorporation was obtained on August 31, 1994.
History and Key Events
Financial Year Key Events
1989 * Produced "The World This Week". Times of India rated it among India's top five programmes since independence 1990 * Produced live coverage of annual Union Budget 1991 to 1996 * One of the first private production companies to produce news for Doordarshan
* Popular news and current affairs programmes included The News Tonight, Good Morning India and Newshour * Entered into content production agreements with BBC and Star TV * Revalued our assets during financial year 1994 and capitalised revaluation reserve of Rs.5 million for the purpose of issuing bonus shares on August 14, 1993, in accordance with the then existing applicable laws. * Organisation strength increased to 293 from 30 as of March 1994 * Awarded the Asian Television Award for Best News Programme in Asia for The News Tonight 1997 * Entered into a contract with STAR/NTVI for producing news content for its 24 hours news channel. The contract expired on March 31, 2003 * Entered into a contract with BBC India to produce a substantial portion of its content sourced from India * Awarded the Asian Television Award for Best News Programme in Asia for Star News. * Highly commended by Asian Television Awards for Best Current Affairs Programme in Asia for Star News on Sunday * Awarded BDA International Award for Star News 1998 * Started production of content for the Star News channel Launched * NDTV Online with MSNBC * Elections '98 was highly commended by Asian Television Awards for Best Current Affairs Programme in Asia * Meet Your Candidate was highly commended by Asian Television Awards for Best Innovative Programme in Asia and was also adjudged the co-runner up for Best Current Affairs Programme in Asia 1999 * Turning Point was awarded the Best Sports Programme Award by Asian Television Awards, while Out Of India was adjudged the Best Documentary Programme 2000 * Commenced production of non-news programmes such as Yes Minister for BBC Hindi 2001 * Entered into a contract with Vijay TV for production of Tamil news programmes * Won 6 Hero Honda ITA Awards - Best Anchor (Sports Show) - Sports Tonight, Best Talk/Chat Show- We the People, Best Editing - IT India Tomorrow, Best Show Packaging - Reality Bites, Best Serial (Comedy) - Ji Mantriji and Best Actor (Comedy) - Ji Mantriji 2002 * Hunger: CBA Award for the best news feature to NDTV * Employee headcount reaches to 789 * Won four Asian Television Award - Best News Programme - Star News Hour, Best Current Affairs Programme - Reality Bites, Best Current Affairs Programme - Witness and Best Sports Programme - Sports Tonight * Quantel Artist of the Year 2002 - Asian Winner - Sumanto Roy 2003 * International Emmy award to Star News for programmes "Big Fight with children" and "Small Talk with children" produced by us in the year 2002. * Indian Telly Awards for news anchor of the year to RajdeepSardesai and lifetime achievement award to Dr.Prannoy Roy; Best news current affairs programme (Reality Bites) * Won five Hero Honda ITA Awards - Best Editing, Best Sports Anchor (Sports Tonight), Best Anchor News and Current Affairs (Reality Bites), Best Talk/Chat Show (We The People), Best Comedy (Chuppa Rustam) * Entrepreneur of the year award (Media) from Ernst & Young to Dr. Prannoy Roy and Mrs.Radhika Roy 2004 * Obtained uplinking permission from the Ministry of Information & Broadcasting * Became an independent news broadcaster * Launched news channels, "NDTV 24X7" and "NDTV India", on April 14, 2003 Changes in Memorandum of Association Since our incorporation, the following changes have been made to our Memorandum of Association: Date Change August 14, 1993 Authorised share capital was increased from Rs.500,000 (50.000 shares of Rs.10 each) to Rs.31,500,000 (3,150,000 shares of Rs.10 each) March 10, 1994 Authorised share capital was increased from Rs.31,500,000 (3,150,000 shares of Rs.10 each) to Rs. 35,000,000 (3,500,000 shares of Rs.10 each) March 15, 1995 Authorised share capital was increased from Rs. 35,000,000 (3,500,000 shares of Rs.10 each) to Rs. 170,000,000 (17,000,000 shares of Rs.10 each) September 30, 1999 Authorised share capital was increased from Rs. 170,000,000 (17,000,000 shares of Rs.10 each) to Rs. 250,000,000 (25,000,000 shares of Rs.10 each) January 29, 2004 Stock-split from face value of Rs.10 to Rs.4 per Equity Share Authorised share capital was increased from Rs. 250,000,000 (25,000,000 shares of Rs.10 each) to Rs. 275,000,000 (68,750,000 shares of Rs.4 each) For details, see the section titled "Capital Structure". Our Agreements with Financial Investors Our shareholder ICICI Trusteeship Services Limited a/c ICICI Equity Fund has certain rights under a Share Purchase Agreement dated June 30,2003 executed by the Company with ICICI Bank Limited, novated through a Deed of Adherence dated September 5, 2003 in its favour, as amended by a supplemental agreement dated October 18, 2003. These agreements shall stand terminated with the listing of our equity shares on BSE/NSE except that the rights of ICICI Bank Limited to use airtime shall survive termination. We have entered into an agreement dated March 31, 1995, where GS Media Holdings, GS Television Holdings and GS Communication Holdings (collectively referred to as "GS Entities") who agreed to participate in our Company The agreement provides that the price per share in an initial public offering shall not be less than Rs.135 per share for an equity share with face value of Rs.10 (Rs.54 for an Equity Share of the face value of Rs.4). It will, therefore, be necessary to obtain prior permission from GS Entities for making a relaxation to this condition under the agreement of NDTV with GS Entities, if required. NDTV has presently not approached GS Entities for seeking this relaxation and there are no formal agreements that have been entered into in this regard. As they are offering all its shares in the Issue through an Offer for Sale, the agreement shall stand terminated on listing of our equity shares. Other Agreements of our Wholly owned Subsidiaries (a) Agreement with Zee Telefilms Limited for production of programme "Jeena Isi Ka Naam Hai" Under an Agreement dated June 17,2003, Zee Telefilms has engaged NDTV World Limited for the execution, coordination and management of the production activities of 52 episodes of a Television Programme titled "Jeena Isi Ka Naam Hai". Under this Agreement, NDTV World has provided a warranty to Zee Telefilms limited that no part of the program shall violate any Trademark, Copyright and other intellectual property rights. Zee Telefilms have the option to terminate this agreement in the following events: (a) In the event of the breach or non-compliance of any terms of the Agreement by NDTV World and if such breach remains unrectified after 15 days of serving. of notice; (b) In the event of failure to delivery the materials in respect of the "Jeena Isi Ka Naam Hai" within the stipulated period or failure to deliver the materials of acceptable quality, both creative and technical to Zee Telefilm's standard. NDTV World has the right to terminate this Agreement, if the payments from Zee Telefilms remain unpaid beyond 45 days from scheduled dates as per agreed terms of payments. (b) Production Agreement with Star India Private Limited ("Star India") and NDTV World Limited Under a Production Agreement dated October 7, 2003 effective from July 9, 2001 Star India has engaged NDTV World Our Agreements with Wholly Owned Subsidiaries. (a) Advertisement Sales Agreement between NDTV, NDTV Media Limited and ICICI Bank Limited. By a Share Purchase Agreement dated June 30,2003 between ICICI Bank, NDTV, NDTV World Limited, Dr. Prannoy Roy and Mrs. RadhikaRoy, NDTV had agreed to provide ICICI Bank and/or its group companies with advertising time of the value of Rs.150 million in part consideration of the sale of shares of NDTV World by ICICI Bank to NDTV. For the purpose of utilization of airtime by ICICI Bank and/or its group companies, an Agreement dated October 18,2003 has been entered into between ICICI Bank Limited, NDTV and NDTV Media Limited. Under this Agreement, the airtime usage for the period upto July, 2004 will be for a value of Rs.75 million. For the airtime usage for the period July, 2004 onwards for a value of Rs.75 million, a separate airtime usage Schedule will be entered into between the parties in July, 2004. (b) Agreement between NDTV and NDTV Media By an Agreement dated April 2, 2003 entered into between NDTV and NDTV Media Limited, NDTV Media has been appointed as an independent representative to provide strategic consultancy and solicit advertising for the television channels NDTV 24 x 7, NDTV India & other future NDTV Channels, strategize and execute marketing, on air and off air promotional activities, manage traffic and collections, manage NDTV brand merchandising and to collect advertisement charges, on behalf of NDTV The term of the Agreement is for a period of 5 years. This agreement allows NDTV Media to offer its services to non-competing channels. Our Subsidiaries NDTV News Limited NDTV News Limited ("NDTV News"), formerly Harshil Overseas Private Ltd., was incorporated on May 23,1994.lt was acquired by NDTV from the shareholders of Harshil Overseas Private Limited on March 27,1997 after necessary approvals from the Company Law Board under Section 372 of the Companies Act. The name was changed to NDTV News Limited on September 9, 1998. The registered office of the Company is in the state of Maharashtra and is in the process of being shifted to National Capital Region of Delhi. NDTV News is a wholly owned subsidiary of NDTV. The Company, inter-alia is in the business of production and export of programs for television, radio, telecommunication and film industry. Currently, the Company has only rental income. The Board of directors of NDTV News are Dr. Prannoy Roy, Mrs. Radhika Roy and Mr. K.V.L. Narayan Rao., NDTV World Limited NDTV World Limited ("NDTV World") was incorporated on December 19,2000. The registered office is situated in the National Capital Region of Delhi. NDTV World is a wholly owned subsidiary of NDTV and is in the business of production of entertainment and other non-news related programs primarily for other television channels. The Board of Directors of NDTV World are Mr. K.V.L. Narayan Rao, Mr.Jameskutty PC and Ms.Tara Roy. It is proposed to amalgamate NDTV World Limited with NDTV, effective from April 1, 2003. For this purpose a petition under Section 391 and Section 394 of the Companies Act, 1956 has been filed in the High Court of Delhi for seeking the approval from the Honorable High Court to sanction the Scheme of Amalgamation between NDTV and NDTV World Limited, which is pending confirmation. The Scheme of Amalgamation has already been approved by the requisite majority of shareholders and unsecured creditors (in value) of NDTV and NDTV World Limited. Once the Scheme of Amalgamation is approved by the Court, all the assets and liabilities of NDTV World Limited will be transferred and vested in the Company effective from the appointed date i.e, April 1,2003 at their carrying values in the books of NDTV World Limited as governed by the purchase method of accounting as contained in the AS-14 '"Accounting for Amalgamation" issued by ICAI, The shareholding of NDTV World, the amalgamating company, a wholly owned subsidiary of NDTV, will extinguish upon its amalgamation with NDTV and there will not be any change or effect in the shareholding of NDTV. NDTV Media Limited NDTV Media Limited ("NDTV Media") was incorporated on November 13, 2002. The registered office is situated in the National Capital Region of Delhi. NDTV Media Limited is carrying on the business of buying, selling, advertising time/space on radio, television, video and cable etc. in India and abroad and to carry on the business as advisors, consultants or advertising agents in any communication or media form. NDTV holds 85% in NDTV Media Limited, while the balance is held by Mr.L.S. Nayak, which were issued to him on January 5,2004 as sweat equity, under the Unlisted Companies (Issue of Sweat equity Shares) Rules, 2003. Mr.L.S. Nayak is the Chief Executive officer of NDTV Media Limited. The Board of directors of NDTV Media are Dr. PrannoyRoy, Mrs. Radhika Roy and Mr. K.V.L. Narayan Rao. The financial highlights of NDTV Media for the financial year 2003 and for the nine months period ending December 31, 2003 areas under:
-New Delhi Television Ltd (NDTV) announced that Mr N. R. Narayana Murthy, Chairman and Chief Mentor, Infosys Technologies Ltd, and three others have joined the NDTV board of directors as independent members
-NDTV ties up with WorldSpace to air news
-Launches business channel "NDTV PROFIT" on January 17, 2005.