NDTV Share price

OUR HISTORYWe were incorporated as New Delhi Television Private Limited onSeptember 8 1988. Subsequently the Company was converted into a PublicLimited Company and we changed our name to New Delhi Television Limitedand fresh certificate of incorporation was obtained on August 31 1994.History and Key EventsFinancial Year Key Events1989 * 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 Budget1991 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 Tonight1997 * 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 News1998 * 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 Asia1999 * Turning Point was awarded the Best Sports Programme Award by Asian Television Awards while Out Of India was adjudged the Best Documentary Programme2000 * Commenced production of non-news programmes such as Yes Minister for BBC Hindi2001 * 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 Mantriji2002 * 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 Roy2003 * 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 Roy2004 * 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 2003Changes in Memorandum of AssociationSince our incorporation the following changes have been made to ourMemorandum of Association:Date ChangeAugust 14 1993 Authorised share capital was increased from Rs.500000 (50.000 shares of Rs.10 each) to Rs.31500000 (3150000 shares of Rs.10 each)March 10 1994 Authorised share capital was increased from Rs.31500000 (3150000 shares of Rs.10 each) to Rs. 35000000 (3500000 shares of Rs.10 each)March 15 1995 Authorised share capital was increased from Rs. 35000000 (3500000 shares of Rs.10 each) to Rs. 170000000 (17000000 shares of Rs.10 each)September 30 1999 Authorised share capital was increased from Rs. 170000000 (17000000 shares of Rs.10 each) to Rs. 250000000 (25000000 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. 250000000 (25000000 shares of Rs.10 each) to Rs. 275000000 (68750000 shares of Rs.4 each)For details see the section titled "Capital Structure".Our Agreements with Financial InvestorsOur shareholder ICICI Trusteeship Services Limited a/c ICICI EquityFund has certain rights under a Share Purchase Agreement dated June302003 executed by the Company with ICICI Bank Limited novatedthrough a Deed of Adherence dated September 5 2003 in its favour asamended by a supplemental agreement dated October 18 2003. Theseagreements shall stand terminated with the listing of our equity shareson BSE/NSE except that the rights of ICICI Bank Limited to use airtimeshall survive termination.We have entered into an agreement dated March 31 1995 where GS MediaHoldings GS Television Holdings and GS Communication Holdings(collectively referred to as "GS Entities") who agreed to participatein our Company The agreement provides that the price per share in aninitial public offering shall not be less than Rs.135 per share for anequity share with face value of Rs.10 (Rs.54 for an Equity Share of theface value of Rs.4). It will therefore be necessary to obtain priorpermission from GS Entities for making a relaxation to this conditionunder the agreement of NDTV with GS Entities if required. NDTV haspresently not approached GS Entities for seeking this relaxation andthere are no formal agreements that have been entered into in thisregard. As they are offering all its shares in the Issue through anOffer for Sale the agreement shall stand terminated on listing of ourequity 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 172003 Zee Telefilms has engaged NDTVWorld Limited for the execution coordination and management of theproduction activities of 52 episodes of a Television Programme titled"Jeena Isi Ka Naam Hai". Under this Agreement NDTV World has provideda warranty to Zee Telefilms limited that no part of the program shallviolate any Trademark Copyright and other intellectual propertyrights.Zee Telefilms have the option to terminate this agreement in thefollowing events: (a) In the event of the breach or non-compliance ofany terms of the Agreement by NDTV World and if such breach remainsunrectified after 15 days of serving. of notice; (b) In the event offailure to delivery the materials in respect of the "Jeena Isi Ka NaamHai" within the stipulated period or failure to deliver the materialsof acceptable quality both creative and technical to Zee Telefilm'sstandard.NDTV World has the right to terminate this Agreement if the paymentsfrom Zee Telefilms remain unpaid beyond 45 days from scheduled dates asper agreed terms of payments.(b) Production Agreement with Star India Private Limited ("Star India")and NDTV World LimitedUnder a Production Agreement dated October 7 2003 effective from July9 2001 Star India has engaged NDTV WorldOur Agreements with Wholly Owned Subsidiaries.(a) Advertisement Sales Agreement between NDTV NDTV Media Limited andICICI Bank Limited.By a Share Purchase Agreement dated June 302003 between ICICI BankNDTV NDTV World Limited Dr. Prannoy Roy and Mrs. RadhikaRoy NDTV hadagreed to provide ICICI Bank and/or its group companies withadvertising time of the value of Rs.150 million in part considerationof the sale of shares of NDTV World by ICICI Bank to NDTV.For the purpose of utilization of airtime by ICICI Bank and/or itsgroup companies an Agreement dated October 182003 has been enteredinto between ICICI Bank Limited NDTV and NDTV Media Limited. Underthis Agreement the airtime usage for the period upto July 2004 willbe for a value of Rs.75 million. For the airtime usage for the periodJuly 2004 onwards for a value of Rs.75 million a separate airtimeusage Schedule will be entered into between the parties in July 2004.(b) Agreement between NDTV and NDTV MediaBy an Agreement dated April 2 2003 entered into between NDTV and NDTVMedia Limited NDTV Media has been appointed as an independentrepresentative to provide strategic consultancy and solicit advertisingfor the television channels NDTV 24 x 7 NDTV India & other future NDTVChannels strategize and execute marketing on air and off airpromotional activities manage traffic and collections manage NDTVbrand merchandising and to collect advertisement charges on behalf ofNDTV The term of the Agreement is for a period of 5 years. Thisagreement allows NDTV Media to offer its services to non-competingchannels.Our SubsidiariesNDTV News LimitedNDTV News Limited ("NDTV News") formerly Harshil Overseas PrivateLtd. was incorporated on May 231994.lt was acquired by NDTV from theshareholders of Harshil Overseas Private Limited on March 271997 afternecessary approvals from the Company Law Board under Section 372 of theCompanies Act. The name was changed to NDTV News Limited on September9 1998. The registered office of the Company is in the state ofMaharashtra and is in the process of being shifted to National CapitalRegion of Delhi. NDTV News is a wholly owned subsidiary of NDTV.The Company inter-alia is in the business of production and export ofprograms 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. RadhikaRoy and Mr. K.V.L. Narayan Rao.NDTV World LimitedNDTV World Limited ("NDTV World") was incorporated on December 192000.The registered office is situated in the National Capital Region ofDelhi.NDTV World is a wholly owned subsidiary of NDTV and is in the businessof production of entertainment and other non-news related programsprimarily for other television channels.The Board of Directors of NDTV World are Mr. K.V.L. Narayan RaoMr.Jameskutty PC and Ms.Tara Roy.It is proposed to amalgamate NDTV World Limited with NDTV effectivefrom April 1 2003. For this purpose a petition under Section 391 andSection 394 of the Companies Act 1956 has been filed in the High Courtof Delhi for seeking the approval from the Honorable High Court tosanction the Scheme of Amalgamation between NDTV and NDTV WorldLimited which is pending confirmation. The Scheme of Amalgamation hasalready been approved by the requisite majority of shareholders andunsecured creditors (in value) of NDTV and NDTV World Limited. Once theScheme of Amalgamation is approved by the Court all the assets andliabilities of NDTV World Limited will be transferred and vested in theCompany effective from the appointed date i.e April 12003 at theircarrying values in the books of NDTV World Limited as governed by thepurchase method of accounting as contained in the AS-14 '"Accountingfor Amalgamation" issued by ICAIThe shareholding of NDTV World the amalgamating company a whollyowned subsidiary of NDTV will extinguish upon its amalgamation withNDTV and there will not be any change or effect in the shareholding ofNDTV.NDTV Media LimitedNDTV Media Limited ("NDTV Media") was incorporated on November 132002. The registered office is situated in the National Capital Regionof Delhi.NDTV Media Limited is carrying on the business of buying sellingadvertising time/space on radio television video and cable etc. inIndia and abroad and to carry on the business as advisors consultantsor advertising agents in any communication or media form. NDTV holds85% in NDTV Media Limited while the balance is held by Mr.L.S. Nayakwhich were issued to him on January 52004 as sweat equity under theUnlisted 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. RadhikaRoy and Mr. K.V.L. Narayan Rao.The financial highlights of NDTV Media for the financial year 2003 andfor the nine months period ending December 31 2003 areas under: