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Directors Report of Den Networks Ltd.

Mar 31, 2022

The Board of Directors is pleased to present the Company''s Fifteenth Annual Report and the Company''s audited financial statements for the financial year ended March 31,2022.

1. FINANCIAL RESULTS

The financial performance of the Company (Standalone and Consolidated) for the year ended March 31,2022 is summarized below:

(T in Million)

Particulars

Standalone

Consolidated

2021-22

2020-21

2021-22

2020-21

Revenue from operations

11,537.63

12,402.53

12,255.96

13,074.04

Profit/(loss) before interest, depreciation and exceptional items

2,801.95

4,085.09

3,244.93

4,470.91

Less: Interest

9.32

32.67

2.78

33.48

Depreciation and amortization expenses

897.26

1,587.25

1,482.41

2,506.21

Exceptional items

-

-

-

-

Share of profit/ (loss) of Associates

-

-

(20.90)

(76.00)

Profit/(loss) for the year

1,895.37

2,465.17

1,738.84

1,855.22

Total tax expense (including current tax and deferred tax)

-

6.16

28.08

(33.99)

Profit/(loss) after tax

1,895.37

2,459.01

1,710.76

1,889.21

Add: Other Comprehensive Income

53.11

(189.73)

60.38

(173.12)

Total Comprehensive Income for the year

1,948.48

2,269.28

1,771.14

1,716.09

Earning Per Share (in T) (Basic & Diluted)

3.98

5.16

3.69

4.15

2. Transfer to Reserves

The Board of Directors of the Company has not transferred any amount to the Reserves for the year under review.

3. Results of Operations and the State of Company''s affairs

During the year under review, the total revenue from operations was ? 11,537.63 Million on standalone basis and ? 12,255.96 Million on consolidated basis as compared to the last year''s revenue of ? 12,402.53 Million on standalone basis and ? 13,074.04 Million on consolidated basis respectively. The Post-Tax Profit of your Company was ? 1,895.37 Million on standalone basis and ? 1,710.76 Million on consolidated basis as compared to the last year''s Post Tax Profit of ? 2,459.01 Million on standalone basis and ? 1,889.21 Million on consolidated basis respectively.

4. Operational Highlights

a) Zero Debt Company

The Company has maintained its status of being zero debt Company in current year. Despite the ongoing pandemic, we are poised for long-term growth on the back of a strong balance sheet.

b) Process improvements

The Company has removed mundane and routine tasks by automating processes and replacing them with a system that requires minimum human interaction. Using automation, the Company has improved business processes, which has led to lower costs, motivated employees, and happier customers. The Company has also introduced process improvement initiatives in SAP during the year, such as warehouse management, Invoice cum receipt (ICR), and Inventory serialisation.

5. Scheme of Amalgamation

The Board at its meeting held on February 17, 2020, had approved the Composite Scheme of Amalgamation and Arrangement between the Company, Hathway Cable and Datacom Limited, TV18 Broadcast Limited, Network18 Media & Investments Limited, Media18 Distribution Services Limited, Web18 Digital Services Limited and Digital18 Media Limited and their respective Shareholders and Creditors ("Composite Scheme").

In accordance with the provisions of Regulation 37 of the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Composite Scheme was filed with both BSE Limited

("BSE") and National Stock Exchange of India Limited ("NSE") for obtaining no-objection letter from them.

The stock exchanges had returned the Composite Scheme stating that the Company may apply to the stock exchanges once the Composite Scheme is in compliance with SEBI circulars / SEBI Regulations.This pertained to the compliance by the Company and Hathway Cable and Datacom Limited of the Minimum Public Shareholding ("MPS") requirement.

The Members may note that as on March 30, 2021, the Company had achieved the MPS compliance. However, considering that more than a year had passed from the time the Board considered the Composite Scheme, the Board of the Company decided not to proceed with the arrangement envisaged in the Composite Scheme.

6. Details of Material changes from the end of the financial year

No Material changes have taken place from the end of the financial year till the date of this Report.

7. Dividend

The Board of Directors of the Company has not recommended any dividend on Equity Shares for the year under review.

The Dividend Distribution Policy of the Company is available on the Company''s website and can be accessed at https://www.dennetworks.com/upload/code conduct/ Dividend-Distribution-Policy.pdf

8. Management Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is presented in a separate section, forming part of the Annual Report.

9. Credit Rating

During the financial year 2020-21, at the request of the Company, ICRA Limited (Credit Rating Agency) had withdrawn its rating assigned to the Line of Credit of the Company. The credit rating was no longer required as the current working capital facilities were fully secured by fixed deposits and bank had given no objection certificate for withdrawal of credit rating. During the year under review, the Company was not required to have credit rating.

10. Consolidated Financial Statement

In accordance with the provisions of the Companies Act, 2013 ("the Act") and Listing Regulations read with Ind AS-110 (Consolidated Financial Statement), Ind AS-28 (Investments in Associates and Joint Ventures), the consolidated audited financial statement forms part of the Annual Report.

11. Subsidiaries, Joint Ventures and Associate Companies

During the year under review, no company has become subsidiary and companies listed in "Annexure I" to this Report have ceased to be the subsidiaries of the Company. Further, no company has become or ceased to be joint venture or associate of the Company, during the year under

review.

A statement providing details of performance and salient features of the financial statements of Subsidiary/ Associate/ Joint Venture companies, as per Section 129(3) of the Act, is provided as "Annexure II" to this Report.

The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto is available on the Company''s website and can be accessed at https://dennetworks.com/ Investors#annual-report. The financial statements of the subsidiaries, as required, are available on the Company''s website and can be accessed at https://dennetworks.com/ Investors#annual-report.

The Company has formulated a Policy for determining Material Subsidiaries and the same is available on the Company''s website and can be accessed at https://www. dennetworks.com/upload/code conduct/Policy%20 on%20material%20subsidiary.pdf

12. Secretarial Standards

The Company has duly complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.

13. Directors'' Responsibility Statement

The Board of Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there were no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2022 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

14. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the SEBI.

The report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report. The Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

15. Business Responsibility Report

As stipulated under the Listing Regulations, the Business Responsibility Report (BRR) describing the initiatives taken by the Company from an environmental, social and governance perspective is available on the Company''s website and can be accessed at https://dennetworks.com/Investors#annual-report.

16. Contracts or arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arm''s length basis.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Members may refer Note No. 30 to the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company''s website and can be accessed at http://dennetworks.com/Investors

During the year under review, the policy was amended to align it with the amendments in the Listing Regulations.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

17. Corporate Social Responsibility

The Corporate Social Responsibility ("CSR") Committee''s prime responsibility is to assist the Board in discharging its corporate social responsibilities by way of formulating and monitoring implementation of the objectives set out in the ''Corporate Social Responsibility Policy'' ("CSR Policy").

The CSR Policy of the Company, inter alia, covers CSR vision and objective and also provides for governance, implementation, monitoring and reporting framework.

During the year, the Board of Directors at its meeting held on April 16, 2021 has approved and adopted revised CSR Policy

of the Company.

The CSR Policy of the Company is available on the Company''s website and can be accessed at https://dennetworks.com/ upload/code conduct/CSR%20Policy-DEN.pdf

In terms of the CSR Policy, the focus areas of engagement shall be affordable healthcare solutions, access to quality education, promotion of sports, community developments, rural transformation, environmental sustainability and other need based initiatives.

During the year, the Company has spent ?16.17 Million (2% of the average net profits of last three financial years) on CSR activities.

The Annual Report on CSR activities is annexed herewith and marked as "Annexure III" to this Report.

18. Risk Management

The Company has in place Risk Management Committee which has established a robust Risk Management Policy and an adequate risk management infrastructure in place, capable of addressing all the risks that the organization faces such as financial, credit, market, liquidity, security, IT (cyber risk), legal, regulatory, reputational risks and such other risks.

The Risk Management Committee manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Key business risks and their mitigation are considered as a part of the annual/strategic business plans and is reviewed by the Risk Management Committee on frequent basis.

Further details on Risk Management activities are covered in Management Discussion and Analysis section and Corporate Governance Report, which form part of the Annual Report.

19. Internal Financial Controls

The Company has adequate internal financial controls commensurate with the size of the business and nature of its operations, designed to provide reasonable assurance with regard to the accuracy and completeness of the accounting records and timely preparation and provision of reliable financial statements.

The internal financial controls have been embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional head and Group Internal Audit Team as well as sample testing of the internal financial control systems by the independent Auditors during the course of their audits.

The Audit Committee quarterly reviews adequacy and effectiveness of Company''s Internal Controls and monitors the implementation of audit recommendations, if any.

20. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Sameer Manchanda (DIN: 00015459) and Shri Saurabh Sancheti (DIN: 08349457), Directors of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors on the recommendation of the Nomination and Remuneration Committee ("NRC"), has recommended their re-appointment.

The Board of Directors, based on performance evaluation and as per the recommendation of the NRC has commended the re-appointment of Shri Rajendra Dwarkadas Hingwala (DIN: 00160602), as an Independent Director of the Company for a second term of 5 (five) consecutive years, effective December 21, 2022 on completion of his current term of office. Further, the Board has also sought requisite approval of the Members pursuant to Regulation 17(1A) of the Listing Regulations, to continuation of Shri Rajendra Dwarkadas Hingwala, as an Independent Director on the Board, who would be attaining the age of 75 years during the second term of office. In the opinion of the Board, he possesses requisite expertise, integrity and experience (including proficiency) for appointment as an Independent Director of the Company and the Board considers that, given his professional background, experience and contributions made by him during his tenure, the continued association of Shri Rajendra Dwarkadas Hingwala would be beneficial to the Company. Further, Shri Rajendra Dwarkadas Hingwala meets the description of the role and capabilities required of an independent director identified by the NRC.

During the year under review, Shri Sameer Manchanda expressed his desire not to seek re-appointment as Managing Director of the Company for a fresh term, after the expiry of his term as Managing Director of the Company on September 9, 2021. However, Shri Sameer Manchanda continues to be the Chairman and Non-Executive Director of the Company, with effect from September 10, 2021. The Board places on record its immense appreciation for his contribution towards the growth of the Company during his tenure as the Managing Director of the Company.

During the year under review, based on the recommendation of the NRC, the Board appointed Ms. Hema Kumari as the Company Secretary & Compliance Officer of the Company with effect from October 15, 2021, in place of Shri Jatin Mahajan, who resigned as the Company Secretary & Compliance Officer of the Company with effect from October 14, 2021. The Board placed its appreciation for the services rendered by Shri Jatin Mahajan during his tenure as the Company Secretary & Compliance Officer of the Company.

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations.

The Company has devised, inter alia, the following Policies viz:

a) Policy for Selection of Directors and determining

Directors'' independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees.

The aforesaid policies are available on the Company''s website and can be accessed at https://dennetworks.com/upload/ code conduct/Policy%20for%20Selection%20of%20 Directors.%20Remuneration%20Policv.%20Policv%20 on%20Board%20diversity%20and%20Performance-evaluation-of-IDs-and-Board.pdf.

The Policy for selection of Directors and determining Directors'' independence sets out the guiding principles for the NRC for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Company''s operations. There has been no change in the policy during the current year.

The Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees sets out the guiding principles for the NRC for recommending to the Board, the remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees of the Company. There has been no change in the policy during the current year.

21. PerformanceEvaluation

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Directors.

In accordance with the manner of evaluation specified by the NRC, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation of the Chairperson, the non-independent directors and the Board as a whole. Each Committee self-evaluated its own performance and submitted its report of self-evaluation to the NRC. The NRC further evaluated based on self-evaluation reports submitted by various Committees and submitted its consolidated report on Committees evaluation to Board of Directors.

22. Auditors and Auditors'' Report A. Statutory Auditors

M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration Number 101720W/W100355), were appointed as Auditors of the Company for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 23, 2019. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the

Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

B. Secretarial Auditors

The Board had appointed M/s. NKJ & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report for the financial year ended March 31,2022 is annexed herewith and marked as "Annexure IV" to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

C. Cost Auditors

The Board has appointed M/s. Ajay Kumar Singh & Company, Cost Accountants (Firm Registration no. 000386), as Cost Auditors of the Company for conducting the audit of the cost records of the Company for the financial year 2022-23 under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost accounts and records.

23. Disclosures

A. Meetings of the Board

Six meetings of the Board of Directors were held during the year. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report.

B. Audit Committee

The Audit Committee of the Company comprises Shri Ajaya Chand (Chairman), Shri Atul Sharma, Dr. (Ms.) Archana Niranjan Hingorani and Shri Saurabh Sancheti. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

C. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Company comprises Shri Ajaya Chand, (Chairman), Dr. (Ms.) Archana Niranjan Hingorani and Shri Sameer Manchanda.

D. Nomination and Remuneration Committee

During the year under review, the Board re-constituted the Nomination and Remuneration Committee of the Company to comply with the requirements of the Listing Regulations. The Nomination and Remuneration Committee of the Company comprises Shri Ajaya Chand (Chairman), Dr. (Ms.) Archana Niranjan Hingorani and Shri Sameer Manchanda.

E. Stakeholders'' Relationship Committee

The Stakeholders'' Relationship Committee of the Company comprises Shri Ajaya Chand (Chairman), Dr. (Ms.) Archana Niranjan Hingorani and Shri Sameer Manchanda.

Details of the composition of other Committees are given in the Corporate Governance Section of the Annual Report.

F. Particulars of loans given, investments made, guarantees given and securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security provided is proposed to be utilised by the recipient are provided in the Standalone Financial Statement (Please refer Note 39 to the Standalone Financial Statement).

G. Vigil Mechanism

The Company promotes ethical behaviour in all its business activities. Towards this, the Company has adopted a Policy on Vigil Mechanism and whistle blower policy. Protected disclosures can be made by a whistle blower through an e-mail or a letter to the Vigilance and Ethics Officer or to the Chairman of the Audit Committee/CEO. The Audit Committee also reviews complaints/issues (if any) raised through Vigil Mechanism or by any Whistle blower on a quarterly basis.

The Vigil Mechanism and Whistle Blower Policy is available on the Company''s website and can be accessed at https://dennetworks.com/upload/code conduct/Whistle%20Blower%20Policy-DEN.pdf.

During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle Blower Policy of the Company was received by the Company.

24. Prevention of Sexual Harassment at Work Place

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has constituted Internal Committee(s) to redress and resolve any complaints arising under the POSH Act.

There were no cases/complaints filed during the financial year under POSH Act.

25. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant disclosure are given below:

A. Conservation of Energy:

i) Steps taken for conservation of energy:

During the year under review, the Company was not engaged in any manufacturing or processing activity. Considering the nature of the Company''s business, there is no reporting to be made on conservation of energy in its operations.

Notwithstanding this, the Company recognises the importance of energy conservation in decreasing the adverse effects of global warming and climate change. The Company carries on its activities in an environmental friendly and energy efficient manner.

ii) Steps taken by the Company for utilizing alternate sources of energy:

NIL

iii) The capital investment on energy conservation equipment:

NIL

B. Technology absorption:

i) Major efforts made towards technology absorption

The Company is conscious of implementation of latest technologies in key working areas. Technology is ever- changing and employees of the Company are made aware of the latest working techniques and technologies through workshops, group e-mails, and discussion sessions for optimum utilization of available resources and to improve operational efficiency. The Company has not entered into any technology agreement or collaborations.

ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

None

iii) Information regarding imported technology (Imported during last three years):

The Company has not imported any technology during the last three years.

iv) Expenditure incurred on research and development:

None

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange earned in - Nil

terms of actual inflows

Foreign Exchange outgo in - ? 59.63 Million

terms of actual outflows

26. Annual Return

The Annual Return of the Company as on March 31, 2022 is available on the Company''s website and can be accessed at http://dennetworks.com/Investors#annual-report

27. Particulars of Employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such information may address their e-mail to [email protected]

28. General

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

i) Details relating to deposits covered under Chapter V of the Act.

ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.

iii) Issue of shares (including sweat equity shares and Employees'' Stock Options Schemes) to employees of the Company under any scheme.

iv) Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

v) Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

vi) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

vii) Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

viii) change in the nature of business of the Company.

ix) Instances of transferring the funds to the Investor Education and Protection Fund.

x) Issue of debentures/bonds/warrants/any other convertible securities.

xi) Details of any application filed for corporate insolvency

under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

xii) Instance of one-time settlement with any Bank or Financial Institution.

xiii) Statement of deviation or variation in connection with preferential issue.

29. Acknowledgement

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, business partners, customers, vendors and Members during the year under review. The Board of Directors also wish to

place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of the Board of DirectorsSameer Manchanda

Chairman & Non-Executive Director DIN: 00015459

Date: April 13, 2022 Place: New Delhi


Mar 31, 2018

DIRECTORS'' REPORT

Dear Members,

The Directors have the pleasure in presenting the Eleventh Annual Report on the business & operations of your Company along with the Consolidated & Standalone Audited Financial Statements for the year ended March 31, 2018.

1. FINANCIAL AND OPERATIONAL OVERVIEW

a) Financial Highlights:

(Rs, in million)

Particulars

Consolidated

Standalone

Financial year ended March 31, 2018

Financial year ended March 31, 20171

Financial year ended March 31, 2018

Financial year ended March 31, 2017*

Total income

13,149.81

11,986.70

11,010.11

9472.71

Other expenses (other than Finance cost and Depreciation)

10067.80

9985.27

9270.90

8550.93

Finance Cost

660.51

651.62

596.01

603.92

Depreciation and amortisation expenses

2,485.90

2,761.00

1442.17

1848.15

Exceptional items

1.11

306.81

158.90

632.28

Share of profit/ (loss) of Associates

(5.90)

(29.71)

-

-

Net Profit/(loss) before tax after exceptional items

(71.54)

(1547.71)

(457.87)

(2162.55)

Total tax expense

99.65

329.89

(148.08)

-

Profit/(loss) after tax

(171.19)

(1877.60)

(309.79)

(2162.55)

b) Operational Highlights:

Hi-Speed Fixed Line Broadband

DEN Broadband Private Limited, a 100% subsidiary of DEN Networks Limited and India''s fastest growing fixed broadband Internet service provider (ISP) announces expansion of its hi-speed internet services to 100 cities across India by 2019. After an encouraging response to the pilot project in five cities, DEN has already started its first phase of expansion in 15 cities. DEN''s expansion plan is in sync with the massive growth in the internet consumption in the country. Data usage in India has already jumped 144 per cent (y-o-y) with average consumption per user in 4G Broadband reaching 11GB per month. Moreover, the rise in data consumption has not been matched by a corresponding increase in the speed of connection. While India globally ranks 67th in fixed broadband speeds with an average download speed of 20.72 Mbps, mobile broadband speeds still lags at 109th rank with an average download speed of 9.01 Mbps, as per Ookla''s speedtest Global Index, Feb 2018 report. With speeds up to 1Gbps at affordable prices, DEN Broadband will cater to the future needs of Internet while penetrating further into the untapped markets. Den Broadband intends to tap into high potential market by capitalizing existing Cable TV infrastructure of Den and providing Hi-Speed fixed broadband internet.

Join hands with BARC India for RPD

TV viewership measurement in India is set to get a boost. In a major development, DEN has partnered with BARC India for measuring TV viewership using Return Path Data (RPD) via its digital set top boxes (STBs). As part of this partnership, BARC India will fetch data from STBs of DEN Networks. DEN networks, will use this data for subscriber management, packaging opportunities and to drive advertising revenue on their in-house channels. With this partnership, DEN has taken the first steps towards world class data analytics of subscriber viewing patterns which will help us to serve customers in a far more effective way and enabling us to offer personalized services.

Technology & Services in Cable

DEN has recently launched its premium, 4K, Android Internet TV box, which will provide unified TV entertainment across Cable and Internet. DEN is the first MSO to launch unique offering which has features like voice search for browsing through channels and other content. The Internet TV box also provides hi-graphics games which use smartphones as gamepad, apart from other Wi-Fi enabled joysticks. It also use smart phones as remote controls and enables content sharing between mobile phone and TV. Using Wi-Fi and Bluetooth, this will integrate with IoT devices and act as a home gateway across all devices to create smart homes. With this offering, DEN becomes the first MSO to provide 4K services.

Demerger of Broadband Undertaking:

The Company had filed a Composite Scheme of Arrangement between DEN Networks Limited ("the Company") and the Skynet Cable Network Private Limited ("Skynet") (a wholly owned subsidiary of the Company), for demerger of Broadband/ Internet Service Provider ("ISP") Business Undertaking into Skynet during the financial year 2016-17. The honourable National Company Law tribunal vide its order dated September 19, 2017 has approved Demerger of Broadband division of the Company with DEN Broadband Private Limited (a wholly owned subsidiary Company) (Formerly known as Skynet Cable Network Private Limited). The demerger has enabled a focused attention on the ISP business and achieve structural and operational efficiency, enhanced competitiveness and greater accountability besides accelerating value creation for shareholders.

Merger/Demerger of Subsidiaries

Den Futuristic Cable Networks Private Limited ("Den Futuristic"), a wholly owned subsidiary of the Company had filed a composite scheme of arrangement during the financial year 2016-17 for merger of 23 subsidiaries and demerger of cable business of Amogh Broad Band Services Private Limited ("Amogh Broad band") (another wholly owned subsidiary Company of Den) into DEN Futuristic. The Honorable National Company Law tribunal vide its order dated 16th August, 2017 has approved merger of 23 subsidiary Companies and demerger of cable business of Amogh Broad Band. The Company''s expecting that the merger and demerger will facilitate operational synergies, which in turn eliminate inefficiencies and streamline corporate structures and cash flows. It is also expected that a single entity will result in better centralized management and oversight, cost efficiencies and supporting the group''s competitive growth.

Den Ambey Cable Networks Private Limited ("Den Ambey") had filed a composite scheme of arrangement during the financial year 2017-18 under section 233 of the Companies Act, 2013 for merger of its eight wholly owned Subsidiary Companies with Den Ambey. Den is holding 61% equity stake in Den Ambey. Den Ambey has received order of the Honorable Regional Director, Northern region dated 06th July, 2018 for merger of its wholly owned subsidiaries into Den Ambey.

Soccer:

During the financial year 2017-18, the Company sold its remaining 19.29% (approx.) to Wall Street Investments Limited. With this the Company has completely exited from the soccer business in order to focus on the core business of Cable and Broadband. The Company had acquired the ''Delhi Dynamos FC'' team of the Indian Super League, a soccer league in India in

2014.

c) Consolidated Financial Statements: Pursuant to applicable Ind AS on Consolidated Financial Statements, the Audited Consolidated Financial Statements are provided in this Annual Report.

d) Subsidiary Companies: A statement containing the performance and financial position of each of the subsidiaries, associates and joint venture companies for the year ended 31st March, 2018 is given pursuant to Section 129(3) of the Companies Act, 2013 read with rule 5 and 8 of the Companies

(Accounts) Rules, 2014 in AOC-1 as "Annexure A".

The Policy for determining material subsidiaries as approved may be accessed on the Company''s website at the link: http://www. dennetworks.com/index.php/corporate-announcement#corporate-governance

Details of Companies/entities which have become or ceased as subsidiary company, associates and joint ventures, up to the signing of this report, are as under:

S.No.

Name of Company

Relationship

Details of Changes

Date of Change

I

I. Aster Entertainment Private Limited 2. Capital Entertainment Private Limited (formerly known as Uttar Pradesh Entertainment Private Limited) 3. Den Bellary City Cable Private Limited 4. Den Digital Entertainment Gujarat Private Limited 5. Den Entertainment Network Private Limited 6. Den Montooshah Network Private Limited 7. Den RIS Cable Network Private Limited 8. Matrix Cable Network Private Limited 9. Shaakumbari Den Media Private Limited 10. Shine Cable Network Private Limited

II. Kerala Entertainment Private Limited (formerly known as BMC Cable Network Private Limited) 12. Rajasthan Entertainment Private Limited 13. Uttar Pradesh Digital Cable Network Private Limited (formerly known as Delhi Entertainment Private Limited), 14. Den Mewar Rajdev Cable Network Private Limited 15. Den Sky Media Network Private Limited 16. Den Narmada Network Private Limited 17. Den Infoking Channel Entertainers Private Limited 18. Mahadev Den Network Private Limited 19. Den Shiva Cable Network Private Limited 20. Astonishing Network Private Limited (formerly known as Den Nanak Communications Private Limited) 21. Scorpio Cable Network Private Limited 22. Den Krishna Vision Private Limited 23. Den UCN Network India Private Limited

Wholly Owned Subsidiaries / Indirect Subsidiaries

23 Subsidiary (Direct/ Indirect) Companies have been merged with Den Futuristic Cable Networks Pvt. Ltd. (a wholly owned subsidiary of DEN) pursuant to the order of the honorable National Company Law Tribunal.

16.08.2017

2

Amogh Broad Band Services Private Limited

Wholly Owned Subsidiary

Pursuant to the order of Honorable National Company Law Tribunal the Cable business of Amogh Broad Band has been demerged into DEN Futuristic. However Amogh Broad Band Services Private Limited will continue as a wholly owned subsidiary of the company.

16.08.2017

3

Delhi Sports & Entertainment Private Limited

(Formerly known as Den Sports & Entertainment Private

Limited)

Associate

Company

The Company has diluted its remaining 19.29% Stake in Delhi Sports.

16.08.2017

4

DEN Broadband Private Limited

(Formerly known as Skynet Cable Network Private Limited)

Wholly owned subsidiary

Pursuant to the order of the Honorable National Company Law Tribunal, the Broadband undertaking of DEN Networks ("the Company") has been demerged into DEN Broadband Pvt. Ltd. (a wholly owned subsidiary Company).

19.09.2017

5

VBS Digital Distribution Network Private Limited

Subsidiary

Company

The share-purchase and shareholders agreement was executed for acquisition of 51% stake in VBS Digital.

05.01.2018

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting as required under Section 136 of the Companies Act, 2013. The financial statements of the subsidiary companies are also uploaded on the Company''s website http://www.dennetworks. com/index.php/Investors#financial-result. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company.

e) Particulars of Loans, Guarantees or Investments: Particulars of loans, guarantees and investments made by the Company required under section 186(4) of the Companies Act, 2013 are contained in Notes of the Standalone Financial Statements and are not reproduced for the sake of brevity.

f) Dividend: Your Directors do not recommend any Dividend for the financial year ended March 31, 2018.

g) Transfer to Reserves: Your Company has not made any transfer to the Reserves during the financial year 2017-18.

h) Public Deposits: Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

i) Internal Financial Controls: The Company has in place adequate internal financial controls with reference to financial statements. The Company''s internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies. It has continued its efforts to align all its processes and controls with global best practices. Your Company uses a System Applications Products (SAP) to record data for accounting and management information purposes and connects to different locations for efficient exchange of information. The Company has continued its efforts to align all its processes and controls with global best practices. The entity level polices include Code of Conduct, Whistle Blower Policy, and other policies (like Organization Structure, Insider Trading, HR Policy etc.)

j) Management''s Discussion and Analysis Report: The

Management''s Discussion and Analysis as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015 forms an integral part of this Report and gives detail of the overall industry structure and development, business review, financial performance review in cable television business and broadband business, key growth drivers, opportunities and threats, risks and concerns, internal control system and it''s adequacy. It is presented in a separate section forming part of the Annual Report.

2. MATTERS RELATED TO BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Board of Director''s & Key Managerial Personnel

As on March 31st, 2018, your Company had seven Directors which includes Four Independent, Two Non-Executive Directors and One Executive Director. However, as on date of adoption of this Director''s Report, the Company has six Directors.

Directors:

(Ms.) Dr. Archana Niranjan Hingorani - She resigned from the Board w.e.f 1st August 2017. She was again appointed as an Additional Director (designated as Non-Executive Independent Director) w.e.f. 09th November, 2017.

Pursuant to the provisions of section 161 of the Companies Act, 2013 and other applicable provisions, an additional Director shall hold office up to the date of ensuing AGM. Accordingly, the Company has received notice under section 160 of the Companies Act, 2013 and other applicable provisions along with requisite fees from a shareholder proposing candidature of (Ms.) Dr. Archana Niranjan Hingorani for the office of NonExecutive Independent Director. It is proposed to appoint her as Non-Executive Independent Director for a period of 3 years i.e., upto 08th Nov, 2020.

Mr. Krishnakumar P. T Gangadharan was appointed as an Additional Director (designated as Non-Executive Nominee Director) by the Board w.e.f 01st August, 2017. Thereafter his appointment was regularized by the shareholders in Annual General Meeting of the Company held on 27th Sep, 2017. He has resigned from the directorship on 02nd August, 2018.

Mr. Sameer Manchanda was appointed as Chairman Managing Director for a period of three years from 10-09-2015 to 0909-2018. His office as Chairman Managing Director will be completed on 09th Sep, 2018.

As per provisions of section 152 of the Companies Act, 2013 and its rules made thereunder, Mr. Ankur Ambika Sahu (DIN: 03623120), shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his re-appointment for approval of shareholders.

Key Managerial Personnel:

Mr. Manish Dawar resigned as Key Managerial Personnel and Group Chief Financial Officer w.e.f. November 30, 2017.

Mr. Himanshu Jindal has been appointed by the Board of Directors as new Chief Financial Officer of the Company w.e.f 04th April, 2018.

b) Declaration by Independent Directors: The Company has received declarations from all the Independent Directors of the Company under section 149 (6) of the Companies Act, 2013 and applicable regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015, if any, confirming that they meet the criteria of independence. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www.dennetworks.com/ index.php/corporate-announcement#corporate-governance

c) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements), Regulations 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

3. DISCLOSURE RELATED TO BOARD, COMMITTEES & POLICIES

a) BOARD MEETINGS

The Board of Directors met 4 times during the financial year ended 31st March, 2018 in accordance with the provisions of Companies Act, 2013 and rules made thereunder. The dates on which the Board of Directors met during the financial year under review are as under:-

S. No.

Date of Board Meeting

1

22nd May, 2017

2

1st August, 2017

3

09th November, 2017

4

16th January, 2018

b) DIRECTORS'' RESPONSIBILITY STATEMENT Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ''going concern'' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

c) CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted Corporate Social Responsibility Committee. However, since the Company has no profits in the preceding 3 financial years, no amount was required to be incur for Corporate Social Responsibility activities. Hence, the Company hasn''t undertaken any CSR initiatives during the year under review. The CSR Policy may be accessed on the Company''s website at the link: http://www.dennetworks.com/index.php/corporate-announcement#corporate-governance

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

The Statutory disclosure with respect to CSR activities is annexed herewith as "Annexure B".

d) RISK MANAGEMENT

Pursuant to the regulation 21 (5) of SEBI (Listing Obligations and Disclosure Requirements) regulation, 2015, Top 500 listed entities, determined on the basis of market capitalization as at the end of immediate previous financial year needs to formulate Risk Management Committee. Your Company is not falling under Top 500 list. However, following the good corporate practice, the Company has formulated risk management committee as the better corporate practice and for the upward mobility of the Company. The Committee met once in during the financial year 2017-18. The Risk Management Committee consisting three Directors:

S.No.

Name of Committee Members

Designation

1

Mr. Ajaya Chand

Chairman

2

Mr. Robindra Sharma

Member

3

Mr. Ankur Ambika Sahu

Member

The Members has been entrusted with the responsibility to assist the Board in:

(a) Overseeing and approving the Company''s enterprise wide risk management framework; and

(b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

e) AUDIT COMMITTEE

The scope and terms of reference of the Audit Committee are in accordance with Section 177 of the Companies Act, 2013. The Audit Charter was approved by the Board in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR). As on March, 31, 2018, the composition of the committee was following:-

S.No.

Name of Committee Members

Designation

1

Mr. Ajaya Chand

Chairman

2

Mr. Robindra Sharma

Member

3

Mr. Krishnakumar Gangadharan

Member

The Audit Committee met 5 times during the financial year 2017-18. All the recommendations made by the Audit Committee were accepted by the Board. The details about the meetings of the Audit Committee during the financial year

2017-2018 is available in ''Corporate Governance Report'' and hence not repeated here for the sake of brevity.

f) VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

g) NOMINATION AND REMUNERATION COMMITTEE

In accordance with the provisions of section 178 (3) of the Companies Act, 2013, the Board of Directors of the Company has formulated the policy setting out the criteria for determining credentials, positive attributes, independence of a Director and policy relating to Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The details of Policy of committee are available at www.dennetworks.com/ index.php/corporate-announcement#corporate-governance. The Committee met 2 times during the financial year 2017-18, the details of the meetings held during the financial year 20172018 are available in ''Corporate Governance Report'' and hence not repeated here for the sake of brevity.

h) STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to section 178 of the Companies Act, 2013 and other applicable provisions, if any, the Company has Stakeholders Relationship Committee of Board of Directors. The Committee formulate the policies and procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from security holders from time to time and work for Redressal of shareholders and investor complaints/ grievances.

i) DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5

OF COMPANIES (APPOINTMENT & REMUNERATION) AMENDMENT RULES, 2016:

The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year under review is given under "Annexure C".

The information required pursuant to Section 197(12) of Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of remuneration details as required in Rule 5(1) and details of employees of the Company as required in Rule 5(2) of (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request.

In terms of Section 136(1) of the Act, the financial statements are being sent to the members and others entitled thereto, excluding the information on employees'' particulars specified under rule 5(2) & (3) (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The same are available on the website of the Company viz. www.dennetworks.com and for inspection by the members at the Registered Office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary.

4. AUDITORS AND REPORTS

a) REPORT OF STATUTORY AUDITOR

The Board has duly examined the Report issued by the Statutory Auditors'' of the Company on the Accounts for the financial year ended March 31, 2018. The notes to the financial statements, as presented in this Annual Report, are self-explanatory in this regard and hence do not call for any further clarification. The Auditors'' Report does not contain any qualification, adverse remark.

b) SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Neelesh Jain, Company Secretaries in practice of M/s NKJ & Associates to undertake the Secretarial Audit of the Company. The Secretarial Auditors'' Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit report is annexed herewith as "Annexure D".

c) COST AUDITORS

The Board has duly examined the Report issued by the Cost Auditors''of the Company on the Cost Accounts for the financial year ended March 31, 2018. The Report doesn''t contain any qualification, reservation or adverse remark. Pursuant to the provision of section 148 of the Companies Act, 2013 and Rule

3 of Companies (Cost Records and Audit) Rules, 2014 and other applicable provisions, if any, Cost Audit was applicable on the Broadband segment of the Company. The Broadband undertaking has been demerged into Den Broadband Private Limited (A Wholly Owned Subsidiary Company), in terms of order of the honorable National Company Law Tribunal dated 19th September, 2017. Now, cost Audit is not applicable on the Company. However, following the good corporate practice, the Board has re-appointed M/s Ajay Kumar Singh & Company as Cost Auditors for the financial year 2018-19 to conduct cost audit of accounts maintained by the Company. Full particulars of the Cost Auditors are mentioned below:-

M/s Ajay Kumar Singh & Company

1/26, 2nd Floor, Lalita Park, Laxmi Nagar, Delhi-110092 Telephone No.- 011-45595822, email- id- [email protected] Firm Membership No. - 30778

d) APPOINTMENT OF NEW STATUTORY AUDITORS:

In terms of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Deloitte Haskins & Sells, Chartered Accountants were appointed as Statutory Auditors of the Company for 3 years (i.e., 29th Sep, 2015). The office of Deloitte shall be completed in ensuing Annual General Meeting. The Board of Directors in their meeting dated 03rd August, 2018 has proposed appointment of M/s. B S R & Associates LLP, Chartered Accountants as Statutory Auditors of the Company for a period of 5 years (i.e., form the conclusion of Eleventh Annual General Meeting to the conclusion of Sixteenth Annual General Meeting), subject to the approval of shareholders in eleventh Annual General Meeting. The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Statutory Auditors and are eligible to hold the office as Auditors of the Company.

The requisite resolution for appointment of the said Auditors is included in the notice of AGM for seeking approval of members.

e) CERTIFICATE ON CORPORATE GOVERNANCE FROM PRACTICING COMPANY SECRETARIES:

In terms of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Practicing Company Secretaries'' certificate on corporate governance is forming part of Corporate Governance Report. The certificate for the financial year ended on March 31, 2018 does not contain any qualification, reservation or adverse remark.

5. OTHER DISCLOSURES a) EXTRACTS OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure E".

b) CREDIT RATING:

The details of credit rating of company are as followed:

Instrument

Rating

Agency

Long Term Debt & Cash Credit Facilities

ICRA

A

Stable

Short Term - Non Fund based

ICRA

A1

Stable

limit

Long Term/Short Term unallo

ICRA

A/A1

Stable

cated limit

c) CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2017-18, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014 and any amendment thereof, which were in the ordinary course of business and on arms'' length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Regulation 34(3) and 53(f) and Schedule V of SEBI (LODR). During the financial year 2016-17, there were no transactions with related parties which qualify as material transactions under the applicable provisions of the Companies Act, 2013 and SEBI (LODR).

d) MATERIAL CHANGES

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2017-18 and date of this Report.

e) CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an appendix to the Code. The Code has been posted on the Company''s website www.dennetworks. com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

f) EMPLOYEES'' STOCK OPTION SCHEME:

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees'' Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines.

DEN ESOP SCHEME 2010

The DEN ESOP Scheme 2010, was approved by the Shareholders of the Company in its meeting dated September 10, 2010 to issue and grant up-to 52,19,599 Equity Shares to the eligible employees of the Company. There are 4,82,500 ESOP options are in force under DEN ESOP Scheme, 2010. The Company had granted 1 lac ESOP options to eligible employees on 01st January, 2018 under the said scheme.

DEN ESOP SCHEME 2014

The DEN ESOP Plan Scheme, 2014 was approved by the shareholders of the Company through postal ballot on January 05, 2015 to grant and issue up-to 89,09,990 Equity Shares (i.e., 5% of issued and paid up capital) to the eligible employees of the Company. Out of said 5%, 2.5% was approved through purchase from secondary market (DEN ESOP Plan A -2014) and 2.5% through new allotment (2.5%, DEN ESOP Plan B -2014). The Shareholders of the Company vide approval through postal ballot dated June 23rd, 2015 terminated the DEN ESOP Plan A -2014 and increased the same no. of shares under DEN ESOP Plan B -2014. Hence, the total no. of shares under DEN ESOP Plan B -2014 were increased to 89,09,990. There are 2,80,000 ESOP options are in force under DEN ESOP Plan B, 2014. During the year 17,50,000 options vested and exercised under said scheme. The Company & eligible employee has given the relevant disclosures under SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Objective of ESOP is to give benefit to eligible employees with a view to attract and retaining the best talent, encouraging employees to align individual performance with company objectives, and promoting increased participation by them in the growth of the Company.

The details of ESOP Plans, including terms of reference and the requirements specified under Regulation 14 of the SEBI (Share-based Employee Benefits), Regulations, 2014 is available on the Company''s website at http://www.dennetworks.com/ index.php/corporate-announcement#corporate-governance. The details of the employee stock options plans form part of the Notes to accounts of the financial statements in the Annual Report.

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the members. The certificate would be placed at the Annual General Meeting for inspection by members.

Voting rights on the shares issued to employees under the ESOS are either exercised by them directly or through their appointed proxy.

g) COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure Compliance with the provisions of all secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

h) GOODS AND SERVICES TAX

Effective July 01, 2017 with initiation of the Goods and Services Tax (GST) regime, India introduced the landmark Tax return. Your Company made a timely and seamless transition to the new GST system.

i) PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the Designated Employees have confirmed compliance with the Code.

j) OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. However, during the year Company has not received any complaint of harassment. Your Directors further state that during the year under review, there were no cases led pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

k) DETAILS OF UNCLAIMED SHARES AS PER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015:

Dematerialization credit of equity shares of ?10 each, for allottees could not happen till date, due to incorrect particulars of account holders. The Company through its Registrar and Share Transfer Agent viz., M/s. Karvy Computershare Private Limited, had sent several reminders to these allottees and in the absence of any response from any of them, had finally transferred the aforesaid equity shares to ''Den Networks Limited - Unclaimed Securities Suspense Account'' as required under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, following is the status of outstanding shares lying in the aforesaid account as on March 31, 2018:

Particulars

No. of Shareholders

No. of Equity Shares

Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year i.e. 1st April, 2017 / transferred to Account during the year ended 31st March, 2018

4

309

Number of shareholders who approached to the Company / RTA for transfer of shares from Unclaimed Suspense Account during the year ended 31st March 2018

Nil

Nil

Particulars

No. of Shareholders

No. of Equity Shares

Number of shareholders to whom shares were transferred from Unclaimed Suspense Account during the year ended 31st March 2018

Nil

Nil

Aggregate Number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year i.e. as on 31st March, 2018.

4

309

The voting rights on these shares are frozen till the rightful owner of these shares claims the shares.

l) CORPORATE GOVERNANCE

Corporate Governance is about maximizing shareholders value legally, ethically and sustainably. At DEN, the purpose of corporate governance is to entrust justice for every shareholder. We believe sound Corporate Governance is critical in enhancing and retaining stakeholders trust. Our priority is attainment of all performance goals with integrity. The Company is committed to maintain the highest Standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. A certificate from practicing Company Secretary regarding compliance of the conditions of Corporate Governance, as stipulated under SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, is attached to the Report on Corporate Governance. Certificate of the CEO/CFO, inter alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the internal control measures and reporting of matters to the Audit Committee s, is attached in the Corporate Governance report and forms part of this Report.

m) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of the Companies Act, 2013 and applicable rules thereof, the following information is provided:

- Conservation of Energy: Your Company is not an energy intensive unit; however possibilities are continuously explored to conserve energy and to reduce energy consumption at editing facilities, studios, and workstations of the Company.

- Technology absorption: Your Company is conscious of implementation of latest technologies in key working areas. Technology is ever-changing and employees of your Company are made aware of the latest working techniques and technologies through workshops, group e-mails and discussion sessions for optimum utilization of available resources and to improve operational efficiency.

- Foreign Exchange Earnings and Outgo: Disclosure of foreign exchange earnings and outgo is given in "Notes to the financial statements" forming part of the Audited Annual Accounts, the summary of foreign exchange earnings and outgo are mentioned below:

(Â¥ in million)

Foreign Exchange Earnings : - NIL

Foreign Exchange Outgo : - 547.99

n) GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review

1) Details relating to deposits covered under Chapter V of the Act.

2) Issue of equity shares with differential rights as to dividend, voting or otherwise.

3) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

6) Material changes and commitments, affecting the financial position of the company.

7) Change in the nature of business

8) Disclosure u/s 67(3) in respect of voting rights not exercised by employees in respect of shares to which the scheme relates

9) Re-appointment of independent director after 5 years u/s 149(10)

6. ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government, State Government, Company''s Bankers and business partners/for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors

Sd/-

Sameer Manchanda

Chairman Managing

Director

DIN :00015459

Date: 03.08.2018

Place: New Delhi


Mar 31, 2017

Dear Members,

The Directors have the pleasure in presenting the Tenth Annual Report on the business & operations of your Company along with the Consolidated & Standalone Audited Financial Statements for the year ended March 31st, 2017.

FINANCIAL RESULTS

(Rs. in million)

Particulars

Consolidated

Standalone

Financial year ended March 31, 2017

Financial year ended March 31, 2016

Financial year ended March 31, 2017

Financial year ended March 31, 2016

Net Revenue

11982.58

10058.68

10292.07

9501.07

Operating profit/(loss) before interest, depreciation and taxes

2197.31

(537.71)

840.09

(823.27)

Interest

651.62

790.87

633.93

763.00

Depreciation

2775.00

2061.01

2128.19

1479.49

Net Profit/(loss) before Tax and exceptional items

(1229.31)

(3389.59)

(1922.03)

(3065.76)

Exceptional items

306.81

649.60

645.58

493.30

Share of profit/ (loss) of associates

(29.71)

34.07

-

-

Share of profit/ (loss) of Joint Venture

-

(89.69)

-

-

Net Profit/(loss) before Tax after exceptional items

(1565.83)

(4094.81)

(2567.61)

(3559.06)

Provision for taxes/deferred tax

329.86

218.19

-

7.92

Minority interest

-

-

-

-

Profit/(loss) after tax

(1895.69)

(4313.00)

(2567.61)

(3566.98)

During the year under review, the total revenue of your Company was Rs. 10292.07 million on standalone basis and Rs. 11982.58 millions on consolidated basis as compared to the last year’s revenue of Rs. 9501.07 million on standalone basis and Rs. 10058.68 million on consolidated basis respectively. The Post Tax Loss of your Company was Rs. 2567.61 millions on standalone basis and Rs. 1895.69 million on consolidated basis as compared to the last year’s Post Tax Loss was Rs. 3566.98 million on standalone basis and Rs. 4313.00 million on consolidated basis respectively.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs has notified Rules for Indian Accounting Standards and also provided a phase-wise roadmap with which, the Indian Accounting Standards shall converge with IFRS. Due to this, India is on a higher pedestal when it comes to financial reporting. The MCA has issued a notification dated 16 February, 2015 announcing the Companies (Indian Accounting Standards) Rules, 2015 for applicability of Indian Accounting Standard (Ind AS). The Ind AS has replaced existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies Accounts Rules, 2014. The applicability of Indian Accounting Standard is based on the listing status and the net worth of the company. The Company being a listed company has complied with applicable Indian Accounting Standard.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to applicable Ind AS on Consolidated Financial Statements, the Audited Consolidated Financial Statements are provided in this Annual Report.

DIVIDEND

Your Directors do not recommend any Dividend for the financial year ended March 31, 2017.

TRANSFER TO RESERVES

Your Company has not made any transfer to the Reserves during the financial year 2016-17.

OPERATIONAL OVERVIEW

DEN Networks Limited (“DEN”) is India’s largest cable TV distribution company serving 13 million homes in over 250 cities. DEN is a frontrunner in the digitization of Indian cable television and has over 10 million digital subscribers.

DEN’s geographic footprint spans 13 key states across India including Delhi, Uttar Pradesh, Karnataka, Maharashtra, Gujarat, Rajasthan, Haryana, Kerala, West Bengal, Jharkhand, Madhya Pradesh, Uttarakhand and Bihar. DEN has significant presence in the strategic & economically important Hindi Speaking Markets (HSM) belt. In Phase-1 and 2, DEN has flagged off and started the packaging exercise. DEN has just completed a two-pack pricing structure that is now fully established in most of Phase-1 and Phase-2 markets. With phase 3 being implemented (except for few states where court has stayed the phase 3 implementation) the digital base goes up to 10.5 million boxes.

Cable TV Distribution: DEN has seeded additional 1.1 million Setup Boxes (“STBs”) during financial year 2016-2017. This takes the digital subscribers base of the company to 10.5 million at the end of financial year ended 2017.

High - Speed Broadband business: DEN broadband services achieved 868,250 homes passed as on 31 March 2017. Over the course of the year, the operating costs have reduced substantially as a number of re-engineering and procurement related initiatives have been taken to optimize cost. The benefit of conversions of the Home Passes has started to flow through.

Currently, DEN has a gross base of 177,067 broadband subscribers at the end of financial year 2016-2017 and more than half of them come from non-DEN cable homes. On the usage side, a substantial jump in data consumption as well speed adoption. DEN continuously works towards the profitability of the broadband business through a combination of initiatives both on the revenue side as well as optimizing the operating costs.

Soccer: In 2014, DEN had acquired the ‘Delhi Dynamos FC’ team of the Indian Super League, a new soccer league in India. In previous financial year, the Company had diluted its’ 55% equity stake in Delhi Sports & Entertainment Private Limited (Formerly known as Den Sports & Entertainment Pvt. Ltd.) to Wall Street Investment Limited (“Wall Street”). During the year, the Company has transferred another 25% equity stake in Delhi Sports to Wall Street, with said dilution the holding of the company in Delhi Sports has reduced from 45% to 19.29% (Approx.) and shareholding of Wall Street has been increased from 55% to 80%. Delhi Sports owns 100% equity shares of Delhi Soccer Private Limited (formerly known as Den Soccer Private Limited). Delhi Soccer Private Limited is the operating company which controls and manages Delhi Dynamos F.C and holds the franchisee of Delhi to participate in the Indian Super League (ISL).

TV Commerce: The Company has sold its entire equity stake in Macro Commerce Private Limited (“Macro”) on a going concern basis to Pimex Broadcast Private Limited (“Pimex”). This included the shares hold by DEN and Jasper Infotech Private Limited. Therefore, Pimex has endup holding entire 100% shareholding of Macro. Pimex has taken over all the past, present and future liabilities & dues and shall be responsible for settling the same. Macro was constituted for setting up a television channel to be used as market platform for facilitating the sale of branded and unbranded merchandise.

Demerger of Broadband undertaking

During the year, the Company had filed a Composite Scheme of Arrangement between DEN Networks Limited (“the Company”) and the Skynet Cable Network Private Limited (“Skynet”) (a wholly owned subsidiary of the Company), for demerger of Broadband/ Internet Service Provider (“ISP”) Business Undertaking into Skynet. The demerger will enable a focused attention on the ISP business and achieve structural and operational efficiency, enhanced competitiveness and greater accountability besides accelerating value creation for shareholders. The separation will allow DEN to focus on the significant growth potential for high speed data and related services in India. The entire process, including obtaining the required regulatory approvals, of both the merger and demerger is expected to be completed by FY 17-18.

Merger/Demerger of Subsidiaries

The Company has taken initiatives to merge 23 subsidiaries and demerger of cable business of one of the subsidiary company into a wholly owned subsidiary company viz., DEN Futuristic Cable Networks Private Limited. The aim is to strengthen the single brand leading to a stronger market presence, providing customers with a seamless on-board experience. The structure will result in economies of scale and reduce administrative and regulatory compliances.

Subsidiary Companies

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 and its rules are provided as annexure to the consolidated financial statement and hence not repeated here for the sake of brevity. The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link: http://www.dennetworks.com/index.php/corporate-announcement#corporate-governance

Details of Companies/entities which have become or ceased as subsidiary company, associates and joint ventures, upto the signing of this report, are as under:

Name of Company

Relationship

Details of Changes

Date of Change 1

Macro Commerce Pvt. Ltd.

Subsidiary Company

Became subsidiary company pursuant to acquisition of further stake

15-07-2016

Den Digital Cable Network Private Limited

Subsidiary Company

The Company has increased its holding from 51% to 88.57%

06-03-2017

Delhi Sports & Entertainment Private Limited (Formerly known as Den Sports & Entertainment Private Limited)

Wholly owned subsidiary

The Company has diluted further 25% Stake in Delhi Sports. The present holding of the Company is 19.29% (Approx.)

15-10-2016

Macro Commerce Pvt. Ltd.

Subsidiary Company

Sold off its entire stake to Pimex Broadcast Private Limited. This included the shares hold by DEN and Jasper Infotech Private Limited.

05-06-2017

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of your Company.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. The Company’s internal controls are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies. It has continued its efforts to align all its processes and controls with global best practices.

MEETINGS OF THE BOARD AND COMMITTEES

Eight meetings of the Board of Directors were held during the year. For further details regarding meeting of board and committees, please refer report on Corporate Governance of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern’ basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

KEY MANAGERIAL PERSONNEL & DIRECTORS

The detailed information about Key Managerial personnel and Directors appointed/resigned during the financial year 20162017 is available in ‘Corporate Governance Report’ and hence not repeated here for the sake of brevity.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Companies Act, 2013 and under applicable regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, if any. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http://www.dennetworks.com/index.php/corporate-announcement#corporate-governance

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements), Regulations 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

AUDITORS & AUDITORS’ REPORT

At the Annual General Meeting held on September 29, 2015, M/s. Deloitte Haskins & Sells, Chartered Accountants, were appointed as Statutory Auditors of the Company, to hold office till the conclusion of 11th Annual General Meeting to be held in the calendar year 2018. In terms of Section 139 of the Companies Act, 2013, the appointment of auditors shall be placed for the ratification at every Annual General Meeting, accordingly, the appointment of M/s. Deloitte Haskins & Sells as Statutory Auditors of the Company, is placed for the ratification by the shareholders of the Company.

The Board has duly examined the Report issued by the Statutory Auditors’ of the Company on the Accounts for the financial year ended March 31, 2017. The notes to the financial statements, as presented in this Annual Report, are self explanatory in this regard and hence do not call for any further clarification. The Auditors’ Report does not contain any qualification, adverse remark.

EXTRACTS OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure A”.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Neelesh Jain, Company Secretaries in practice of M/s NKJ & Associates to undertake the Secretarial Audit of the Company. The Secretarial Auditors’ Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit report is annexed herewith as “Annexure B”

CERTIFCATE ON CORPORATE GOVERNANCE FROM PRACTICING COMPANY SECRETARIES

In terms of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Practicing Company Secretaries’ certificate on corporate governance is forming part of Corporate Governance Report. The certificate for the financial year ended on March 31, 2017 does not contain any qualification, reservation or adverse remark.

COST AUDITORS’

M/s Ajay Kumar Singh & Company, Cost Accountants, have been re-appointed as Cost Auditors for the financial year 2017-18, to conduct cost audit of the accounts maintained by the Company. However, necessary approvals, if any, shall be taken as may be required by the applicable provisions. Full particulars of the Cost Auditor are as under:

M/s Ajay Kumar Singh & Company

1/26, 2nd Floor, Lalita Park, Laxmi Nagar, Delhi-110092

Tel. No. : 011-45595822; Email ID - [email protected]

(Firm’s Membership No. 30778)

Your Board has duly examined the Report issued by the Cost Auditors’ of the Company on the Accounts for the financial year ended March 31, 2017. The Cost Auditors’ Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of the loans, guarantees given and investments made by company are given in the notes to the financial statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link: http://www.dennetworks. com/index.php/corporate-announcement#corporate-governance

Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.

CREDIT RATING

The details of credit rating of company are as followed:

Instrument

Rating Agency

Rating

Outlook

Long Term Debt & Cash Credit Facilities

ICRA

A-

Stable

Short Term - Non Fund based limit

ICRA

A2

Stable

Long Term/Short Term unallocated limit

ICRA

A-

Stable

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015. It is presented in a separate section forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility and Governance Committee (CSR&G Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company’s website at the link: http://www.dennetworks. com/index.php/corporate-announcement#corporate-governance

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

The Company has identified following focus areas of engagement which are as under:

Rural Transformation

Creating sustainable livelihood solutions, addressing poverty, hunger and malnutrition

Health

Affordable solutions for healthcare through improved access , awareness and health seeking behavior

Education

Environmental sustainability, ecological balance, conservation of natural resources

Arts, Heritage and Culture

Protection and promotion of India’s art, culture and heritage

Environment

Environmental sustainability, ecological balance, conservation of natural resources

Disaster Response

Managing and responding to disaster

Promotion of Sports

Training to promote rural sports, nationally recognized sports, Paralympics sports, Olympic sports and promote sports at gross root level

Community Development

Promoting gender equality, empowering women, setting up homes and hostels for women and orphans, setting up old age homes etc.,

Other Initiatives

To undertake other need based initiatives in compliance with Schedule VII of the Companies Act, 2013

The company has negative average net profit, therefore, the Company has not spent on CSR activities. The Annual Report on CSR activities is annexed herewith marked as “Annexure C”.

RISK MANAGEMENT

The Board of Directors have constituted a Risk Management Committee consisting three Directors, has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee. The Company’s management systems, organizational structures, processes, standards, code of conduct and behaviors together form the DEN Management System that governs how the Group conducts the business of the Company and manages associated risks.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as “code of business conduct” which forms an appendix to the Code. The Code has been posted on the Company’s website www.dennetworks.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

AUDIT COMMITTEE

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of:-

S. No.

Name of the Member

Designation

1.

Mr. Ajaya Chand

Chairman

2.

Mr. Robindra Sharma

Member

3.

(Ms.) Dr. Archana Niranjan Hingorani

Member

All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

EMPLOYEES’ STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees’ Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines.

The DEN ESOP Scheme 2010, was approved by the Shareholders of the Company in its meeting dated September 10, 2010 to issue and grant up-to 52,19,599 Equity Shares to the eligible employees of the Company. There are 8,50,000 ESOP options are in force under DEN ESOP Scheme, 2010.

The DEN ESOP Plan B, 2014 was approved by the shareholders of the Company through postal ballot on January 05, 2015 to grant and issue up-to 89,09,990 Equity Shares (i.e., 5% of issued and paid up capital) to the eligible employees of the Company. Out of said 5%, 2.5% was approved through purchase from secondary market (DEN ESOP Plan A -2014) and 2.5% through new allotment (2.5%, DEN ESOP Plan B -2014). The Shareholders of the Company vide approval through postal ballot dated June 23rd, 2015 terminated the DEN ESOP Plan A -2014 and increased the same no. of shares under DEN ESOP Plan B -2014. Hence, the total no. of shares under DEN ESOP Plan B -2014 has been increased to 89,09,990. There are 29,50,000 ESOP options are in force under DEN ESOP Plan B, 2014.

The Objective of ESOP is to give benefit to eligible employees with a view to attract and retaining the best talent, encouraging employees to align individual performance with company objectives, and promoting increased participation by them in the growth of the Company.

The details of ESOP Plans, including terms of reference and the requirements specified under Regulation 14 of the SEBI (Share-based Employee Benefits), Regulations, 2014 is available on the Company’s website at http://www.dennetworks.com/index.php/ corporate-announcement#corporate-governance. The details of the employee stock options plans form part of the Notes to accounts of the financial statements in the Annual Report.

The details of the ESOP granted up-to the year ended March 31, 2017 are as follows:

Approval date

DEN ESOP Plan B-2014

Date of Grant

No. of shares approved by the Board/ committee

July 18, 2016

Grant of options to CEO

July 19, 2016

17,50,000

July 03, 2015

Grant of options to Senior Management/ employees of subsidiaries

July 03, 2015

4,00,000

Jan. 06, 2015

Grant of options to Group CFO

Feb. 10, 2015

8,00,000

Total(A)

29,50,000

Approval date

DEN ESOP scheme-2010

Date of Grant

No. of shares approved by the Board/ committee

Feb. 13, 2015

Grant of options to Senior Management

Feb. 13, 2015

8,50,000

Total (B)

8,50,000

Grant Total (A) (B)

38,00,000

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the members. The certificate would be placed at the Annual General Meeting for inspection by members.

Voting rights on the shares issued to employees under the ESOS are either exercised by them directly or through their appointed proxy.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the Designated Employees have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of remuneration details as required in Rule 5(1) and details of employees of the Company as required in Rule 5(2) of (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on details of remuneration of directors and employees’ particulars which are available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. However, during the year Company has not received any complaint of harassment.

Your Directors further state that during the year under review, there were no cases led pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DETAILS OF UNCLAIMED SHARES AS PER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS), REGULATIONS, 2015

Dematerialization credit of equity shares of Rs.10 each, for allottees could not happen till date, due to incorrect particulars of account holders. The Company through its Registrar and Share Transfer Agent viz., M/s. Karvy Computershare Private Limited, had sent several reminders to these allottees and in the absence of any response from any of them, had finally transferred the aforesaid equity shares to ‘Den Networks Limited - Unclaimed Securities Suspense Account’ as required under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, following is the status of outstanding shares lying in the aforesaid account as on March 31, 2017:

Particulars

No. of Shareholders

No. of Equity Shares

Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year i.e. 1st April, 2016 / transferred to Account during the year ended 31st March, 2017

4

309

Number of shareholders who approached to the Company / RTA for transfer of shares from Unclaimed

Suspense Account during the year ended 31st March 2017

Nil

Nil

Number of shareholders to whom shares were transferred from Unclaimed Suspense Account during the year ended 31st March 2017

Nil

Nil

Aggregate Number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year i.e. as on 31st March, 2017.

4

309

The voting rights on these shares are frozen till the rightful owner of these shares claims the shares.

CORPORATE GOVERNANCE

Corporate Governance is about maximizing shareholders value legally, ethically and sustainably. At DEN, the purpose of corporate governance is to entrust justice for every shareholder. We believe sound Corporate Governance is critical in enhancing and retaining stakeholders trust. Our priority is attainment of all performance goals with integrity. The Company is committed to maintain the highest Standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. A certificate from practicing Company Secretary regarding compliance of the conditions of Corporate Governance, as stipulated under SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, is attached to the Report on Corporate Governance. Certificate of the CEO/CFO, , confirming the correctness of the financial statements, compliance with Company’s Code of Conduct, adequacy of the internal control measures and reporting of matters to the Audit Committees, is attached in the Corporate Governance report and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of the Companies Act, 2013 and applicable rules thereof, the following information is provided:

Conservation of Energy

Your Company is not an energy intensive unit; however possibilities are continuously explored to conserve energy and to reduce energy consumption at production & editing facilities, studios, workstations of the Company.

Technology absorption

Your Company is conscious of implementation of latest technologies in key working areas. Technology is ever-changing and employees of your Company are made aware of the latest working techniques and technologies through workshops, group e-mails, discussion sessions for optimum utilization of available resources and to improve operational efficiency.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review

1) Details relating to deposits covered under Chapter V of the Act.

2) Issue of equity shares with differential rights as to dividend, voting or otherwise.

3) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

6) Material changes and commitments, affecting the financial position of the company.

7) Change in the nature of business

8) Disclosure u/s 67(3) in respect of voting rights not exercised by employees in respect of shares to which the scheme relates

9) Re-appointment of independent director after 5 years u/s 149(10)

Acknowledgement

Your Directors place on record their gratitude to the Central Government, State Government, Company’s Bankers and business partners/for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors

Sd/-

Chairman Managing Director

Place: New Delhi

Date: 01 August, 2017


Mar 31, 2015

Dear Members,

The Directors have the pleasure in presenting the Eighth Annual Report on the business & operations of your Company along with the Consolidated & Standalone Audited Financial Statements for the year ended March 31st, 2015.

FINANCIAL RESULTS

(Rs. in millions)

Particulars Consolidated

Financial Financial year ended year ended March 31,2015 March 31,2014

Net Revenue 12,174.52 11,749.19

Operating profit/(loss) before 1,802.24 3,493.99

interest, depreciation and taxes

Interest 823.04 889.71

Depreciation 1,859.48 1,473.90

Net Profit/(loss) before Tax (880.28) 1,130.38

Provision for taxes/deferred tax 336.20 378.97

Minority interest 223.73 367.42

Profit/(loss) after tax (1,440.21) 383.99

Particulars Standalone

Financial Financial year ended year ended March 31,2015 March 31,2014

Net Revenue 9,434.71 9,366.16

Operating profit/(loss) before 714.76 1,638.48

interest, depreciation and taxes

Interest 765.51 828.00

Depreciation 1,086.79 852.14

Net Profit/(loss) before Tax (1,137.54) (41.66)

Provision for taxes/deferred tax (29.47) (93.31)

Minority interest - -

Profit/(loss) after tax (1,108.07) 51.65

During the year under review, the total revenue of your Company was Rs. 9,434.71 million on standalone basis and Rs. 12,174.52 million on consolidated basis as compared to the last years revenue of Rs. 9,366.16 million on standalone basis and Rs.11,749.19 million on consolidated basis respectively. The Post Tax Loss of your Company was Rs. (1,108.07) million on standalone basis and Rs. (1,440.21) million on consolidated basis as compared to the last year's Post Tax Profit was Rs. 51.65 million on standalone basis and Rs. 383.99 million on Consolidated basis respectively.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS—23 on the Accounting for Investments in Associates and Accounting Standard AS—27 on accounting on Joint Ventures, issued by the Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements are provided in this Annual Report.

DIVIDEND

Your Directors do not recommend any Dividend for the financial year ended March 31st, 2015.

TRANSFER To RESERVES

Your Company has not made any transfer to the Reserves during the financial year 2014-15.

oPERATIoNAL OVERVIEW

Your Company, one of the largest cable MSOs in India, is laying the foundations of building a powerful Consumer Franchise in Broadband, Cable Television and Television Shopping. Significant investments are being made to bring disruptive consumer offerings to the market.

(i) Cable TV Business

Continuing with plans to digitalize the analog cable subscriber base, DEN seeded additional one million boxes in FY'14-15, taking the digital subscribers base to 7 million out of a total 13 million subscribers. The Company witnessed the positive results on subscription revenues and collections in FY'14-15; our subscription revenues grew 25% in FY'14-15 driven by increase in ARPUs across DAS territories.

(ii) Broadband Business

Launched in FY' 14-15, DEN Broadband Services are now available to 329,000 homes as on March 31st 2015. The benefit of conversions out of the network rollout will come in the following quarters. The Company currently has a subscriber base of 23K at the end of FY'14-15 and 40% of the broadband subscribers come from Non-DEN homes.

(iii) E-commerce business

DEN entered into a 50:50 JV with e-commerce major, SNAPDEAL and forayed into TV Commerce business leveraging DENs strengths in distribution and media and SNAPDEALs strength in brand, merchandising and logistics. The JV is currently converting 30% of the calls received and is clocking an annualized GMV of INR 115 Crores (at Mar'15 average booked GMV rate) within four months of beginning.

(iv) Club Ownership of Delhi Dynamos FC in Indian Super League

DEN forayed into football business and bought Delhi Dynamos of ISL with the strategic intent of strengthening our consumer brand. Delhi Dynamos FC is one of the most popular teams of the ISL with a fan base of over 419,000 on Facebook and over 30,000 Twitter followers.

SUBSIDIARY COMPANIES

A report on the performance and financial position of each of the subsidiaries, associates and joint venture companies as per the Companies Act, 2013 is provided as annexure to the consolidated financial statement and hence not repeated here for the sake of brevity. The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: http://www.dennetworks.com/ corporate_gov.htm

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. The Company has also appointed Ernst & Young to compile / develop the policies and document the financial and IT controls. For each control, a test plan shall be documented and will be tested by the Management Audit Team on periodical basis.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure A".

MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance forming part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31st, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

KEY MANAGERIAL PERSONNEL & DIRECTORS

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Pradeep Parameswaran was appointed as Chief Executive Officer and Mr. Manish Dawar was appointed as Group Chief Financial Officer of the Company w. e.f. January 16, 2015 and February 10, 2015 respectively. Mr. S.N. Sharma resigned as Chief Executive Officer of the Company w. e.f. September 29, 2014.

In terms of the Articles of Association of the Company Mr. Sameer Manchanda, Chairman Managing Director is liable to retire by rotation and being eligible, has offered himself for re-appointment. The Company has received requisite notice in writing from a member for appointment of Mr. Sameer Manchanda as Director.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors. The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: http:// www.dennetworks.com/corporate_gov.htm

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit & Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. The remuneration of Senior Management is discussed and approved by the Nomination and Remuneration Committee. The Board has, on the recommendations of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

AUDITORS & AUDITORS' REPORT

The term of M/s. Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of your Company expires at the ensuing Annual General Meeting. The Company has received a certificate from them to the effect that their re- appointment, if made, would be within the prescribed limits as mentioned under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment. Your Board has duly examined the Report issued by the Statutory Auditors' of the Company on the Accounts for the financial year ended March 31, 2015. The notes on Accounts, as presented in this Annual Report, are self explanatory in this regard and hence do not call for any further clarification. The Auditors' Report does not contain any qualification, reservation or adverse remark.

It is proposed to re-appoint M/s. Deloitte Haskins & Sells, Chartered Accountants as Statutory Auditors for a period of three years from the conclusion of Eight Annual General Meeting till the conclusion of Eleventh Annual General Meeting of the Company., subject to Annual ratification by shareholders at every Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Neelesh Jain, Company Secretaries in practice of M/s NKJ & Associates to undertake the Secretarial Audit of the Company. The Secretarial Auditors' Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed herewith as " Annexure B ".

COST AUDITORS

M/s. Ajay Kumar Singh & Co., Cost Accountants, have been re-appointed as Cost Auditors for the financial year 2014- 15, to conduct cost audit of the accounts maintained by the Company Full particulars of the Cost Auditor are as under:

M/s. Ajay Kumar Singh & Co. 1/26, 2nd Floor, Lalita Park, Laxmi Nagar, Delhi-110092 Tel. No. : 011-45595822; Email ID — [email protected] (Firm's Regn. No.000386)

Your Board has duly examined the Report issued by the Cost Auditors of the Company on the Accounts for the financial year ended March 31, 2015. The Cost Auditors' Report does not contain any qualification, reservation or adverse remark. Your Company has re-appointed M/s. Ajay Kumar Singh & C0., Cost Accountants as Cost Auditor under Section 148 of the Companies Act, 2013 for Cost Audit for the financial year 2015-16.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of the loans, guarantees given and investments made by the Company are given in the Notes to the Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http:// www.dennetworks.com/corporate_gov.htm

Your Directors draw attention of the members to Notes to the Financial Statements which sets out related party disclosures.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

EMPLOYEES' STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Scheme of the Company in accordance with the applicable SEBI Guidelines. The applicable disclosures as stipulated under the SEBI Guidelines as on March 31, 2015 with regard to the Employees' Stock Option Scheme (ESOS) are provided in "Annexure C" to this Report.

The issue of equity shares pursuant to exercise of options does not affect the Statement of Profit and Loss of the Company, as the exercise is made not below the market price prevailing as on the date of the grant.

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the members. The certificate would be placed at the Annual General Meeting for inspection by members.

Voting rights on the shares issued to employees under the ESOS are either exercised by them directly or through their appointed proxy.

CREDIT RATING

The Company's financial discipline and prudence is reached in the stable credit rating by rating agency as given below:

Instrument Rating Agency Rating Outlook

Long Term Debt ICRA A Stable

Short Term Debt ICRA A1 Stable

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at the link: http://www. dennetworks.com/corporate_gov.htm

The key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability.

The Company has identified following focus areas of engagement which are as under:

Creating sustainable livelihood Rural Transformation solutions, addressing poverty, hunger and malnutrition

healthcare through Affordable solutions fo improved Health access , awareness and health seeking behavior Environmental sustainability, Education ecological balance, conservation of natural resources

Protection and promotion of Arts, Heritage and India s art, culture and heritage Culture

Environment Environmental sustainability, ecological balance, conservation of natural resources

Disaster Response Managing and responding to disaster

Training to promote rural sports, nationally recognized Promotion of Sports sports, Paralympics sports, Olympic sports and promote sports at gross root level

Promoting gender equality, empowering women, setting up Community Development homes and hostels for women and orphans, setting up old age homes etc. To undertake other need based initiatives in compliance with Other Initiatives Schedule VII of the Companies Act, 2013

During the year, the Company has spent Rs. 41.81 Lacs on promotion of sports.

The Annual Report on CSR activities is annexed herewith marked as " Annexure D'.

RISK MANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together form the DEN Management System that governs how the Group conducts the business of the Company and manages associated risks.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code laid down by the Board is known as "Code of Business Conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.dennetworks. com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure. All the Board Members and the Senior Management Personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

AuDIT COMMITTEE

The composition of the Audit Committee is in conformity with the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of : -

S.no. name of the Member Designation

1. Mr. Ajaya Chand Chairman

2. Mr. Robindra Sharma Member

3. Mr. Shahzaad Dalal Member

All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and Stakeholder Responsibility.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's shares by the Directors and the Designated Employees while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Directors and the Designated Employees have confirmed compliance with the Code.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of remuneration details and details of employees of the Company will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on details of remuneration of directors and employees' particulars which are available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT Work place (PREVENTION, PROHIBITION AND REDRESSAL ACT, 2013

In order to prevent sexual harassment of women at work place a new Act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up a Committee for implementation of said Policy. During the year The Company has not received any complaint of harassment.

DETAILS OF UNCLAIMED SHARES AS PER CLAuSE 5A OF THE LISTING AGREEMENT

Dematerialization credit of 309 equity shares of Rs.10 each, for four allottees could not happen till date, due to incorrect particulars of account holders. The Company through its Registrar and Share Transfer Agent, M/s Karvy Computershare Private Limited, had sent several reminders to these allottees and in the absence of any response from any of them, had finally transferred the aforesaid equity shares to 'Den Networks Limited — Unclaimed Securities Suspense Account'. As required under Clause 5A of the Listing

CORPORATE GOVERNANCE

We at DEN believe that sound Corporate Governance is critical in enhancing and retaining stakeholders trust. Our priority is attainment of all performance goals with integrity. The Company is committed to maintain the highest Standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. A certificate from practicing Company Secretary regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached to the Report on Corporate Governance. Certificate of the CEO/ CFO, inter alia, confirming the correctness of the financial statements, compliance with Company's Code of Conduct, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is attached in the Corporate Governance report and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to provisions of the Companies Act, 2013 and applicable rules thereof, the following information is provided:

Conservation of Energy

Your Company is not an energy intensive unit; however possibilities are continuously explored to conserve energy and to reduce energy consumption at production & editing facilities, studios, workstations of the Company.

Technology Absorption

Your Company is conscious of implementation of latest technologies in key working areas. Technology is ever-changing and employees of your Company are made aware of the latest working techniques and technologies through workshops, group e-mails, discussion sessions for optimum utilization of available resources and to improve operational efficiency.

Foreign Exchange Earnings and Outgo

Disclosure of foreign exchange earnings and outgo as required under Rule 2(C) is given in "Notes on Accounts" forming part of the Audited Annual Accounts.

(Rs. in million)

Foreign Exchange Earnings 0.43

Foreign Exchange Outgo 1623.24

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

6. Material changes and commitments, affecting the financial position of the company.

7. Change in the nature of business.

8. Disclosure u/s 67(3) in respect of voting rights not exercised by employees in respect of shares to which the scheme relates.

9. Re-appointment of Independent Director after 5 years u/s 149(10).

Your Directors further state that during the year under review, there were no cases led pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government, State Government, Company's Bankers

and business partners for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors

Sd/- Chairman Managing Director

Place: New Delhi Date: 31-07-2015


Mar 31, 2014

DEAR SHAREHOLDERS,

The Directors are pleased to present the Seventh Annual Report on the business and operations of your Company along with the Consolidated and Standalone audited financial statements for the year ended March 31, 2014.

FINANCIAL PERFORMANCE

The key financial figures on standalone and consolidated basis of your Company for the year ended March 31, 2014 are as follows:

(Rs. in millions)

Particulars Consolidated

Financial year ended Financial year ended March 31, 2014 March 31, 2013

Total Revenue 11,749.19 9,346.44

Operating profit/loss) 3,493.99 2,355.69

before interest and depreciation interest

Finance cost 889.71 470.88

Depreciation and 1,473.90 811.22

Amortisation

Net Profit/loss) before 1,130.38 1,073.59

Tax

Provision for taxes/ 378.97 294.24

deferred tax

Minority Interest 367.42 156.34

Profit/loss) after tax 383.99 623.01

(Rs. in millions)

Particulars Standalone

Financial year ended Financial year ended March 31, 2014 March 31, 2013

Total Revenue 9,366.16 7,260.21

Operating profit/loss) 1,638.48 1,580.73

before interest and depreciation interest

Finance cost 828.00 446.84

Depreciation and 852.14 496.15

Amortisation

Net Profit/loss) before (41.66) 637.74

Tax

Provision for taxes/ (93.31) 188.12

deferred tax

Minority Interest - -

Profit/loss) after tax 51.65 449.62

During the year under review, the total revenue of your Company was Rs. 9,336.16 million on standalone basis and Rs. 11,749.19 million on consolidated basis as compared to the last year''s revenue of Rs. 7,260.21 million on standalone basis and Rs. 9,346.44 million on consolidated basis. The Post Tax Profit of your Company is Rs. 51.65 million on standalone basis and Rs. 383.99 million on consolidated basis as compared to the last year''s Post Tax Profit of Rs. 449.62 million on standalone basis and Rs. 623.01 million on consolidated basis.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS - 23 on the Accounting for Investments in Associates and Accounting Standard AS - 27 on accounting on Joint Ventures, issued by The Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements are provided in this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE

Your directors have constituted the Corporate Social Responsibility and Governance Committee comprising of Mr. Ajaya Chand as the Chairman and Mr. Sameer Manchanda and Mr. Robindra Sharma as members.

The said Committee has been entrusted with the responsibility of formulating and recommending a Corporate Social Responsibility Policy (CSR Policy) to the Board ofDirectors, indicating the CSR activities to be undertaken by the Company, the monitoring and implementation of the framework of the CSR Policy and recommending the amount to be spent on such activities.

SUBSIDIARY COMPANIES

In accordance with the General Circular No. 51/12/2007-CL- III issued on 08th February, 2011 by the Ministry of Corporate Affairs, the Balance Sheet, Statement of Profit and Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However, the financial information of the Subsidiary Companies is disclosed in the Annual Report in Compliance with the said circular. The Company will provide a copy of separate Annual Accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and subsidiary Companies.

DIRECTORS

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ankur Ambika Sahu was appointed as an Additional Director and designated as Non Executive Nominee Director w.e.f., September 27, 2013. He shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mr. Ankur Ambika Sahu for appointment as Non Executive Nominee Director.

In accordance with the terms of the Articles of Association of the Company Mr. Shahzaad Siraj Dalal, Non Executive Nominee Director is liable to retire by rotation and being eligible, has offered himself for re-appointment. The Company has received requisite notice in writing from a member for his appointment as a Director.

Pursuant to provisions of Section 149, Section 150 and Section 152 read with schedule IV and other applicable provisions of the Companies Act, 2013, Mr. Ajaya Chand, Mr. Robindra Sharma and Mr. Atul Sharma are proposed to be appointed as an Independent Director to hold office up to the conclusion of 12th Annual General Meeting of the Company and their terms of appointment will not be liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

A brief profile of the aforesaid directors seeking appointment/re-appointment at the ensuing AGM is forming part of the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended, your Directors confirm:

i) that in the preparation of the annual accounts for the year ended March 31, 2014, the applicable Accounting Standards read with requirements set out under Schedule VI of the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the profit of the Company for the year ended on that date;

iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) that the Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

DIVIDEND

Your Directors do not recommend any Dividend for the financial year ended March 31, 2014.

TRANSFER TO RESERVES

Your Company has not made any transfer to the Reserves during the financial year 2013-14.

AUDITORS & AUDITOR''S REPORT

The term of M/s. Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of your Company, expires at the ensuing Annual General Meeting. The Company has received a certificate from them to the effect that their re- appointment, if made, would be within the prescribed limits as mentioned under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

Your Board has duly examined the Report issued by the Statutory Auditor''s of the Company on the Accounts for the financial year ended March 31, 2014. The notes on Accounts, as presented in this Annual Report, are self explanatory in this regard and hence do not call for any further clarification.

COST AUDITORS''

M/s Ajay Kumar Singh & Company, Cost Accountants, have been re-appointed as Cost Auditors for the financial year 2014-15, to conduct cost audit of the accounts maintained by the Company. However, necessary approvals, if any, shall be taken as may be required by the applicable provisions. Full particulars of the Cost Auditor are as under:

M/s Ajay Kumar Singh & Company 1/26, 2nd Floor, Lalita Park, Laxmi Nagar, Delhi-110092 Tel. No. : 011-45595822; Email ID - [email protected] (Membership No. 30778)

Your Company has re-appointed M/s Ajay Kumar Singh & Company, Cost Accountants as Cost Auditor under Section 233B of the Companies Act, 1956 for Cost Audit for the financial year 2014-15.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956.

OPERATIONAL OVERVIEW

1. Cable TV Operations

DEN Networks is India''s largest cable TV distribution company serving an estimated 13 million homes in over 200 cities. The company has been a frontrunner in the digitisation of Indian cable television and has over 6.4 million digital subscribers. DEN''s geographic footprint spans 13 key states across and has a significant presence in the strategic & economically important Hindi Speaking Markets (HSM) belt. DEN Digital offers a wide choice of channels and services spanning all major genres and languages. DEN''s premiere HD digital cable services -"DEN HD" offers over 20 real HD channels in video resolutions of 1080i.

2. Broadband

The company has initiated the roll out of its high speed broadband service - DEN Boomband offering speeds up to 100 Mbps on the DOCSIS 3.0 platform. The service has been soft launched in parts of Delhi and will be commercially launched throughout Delhi and in parts of UP in the coming months.

3. Indian Super League

DEN, through its wholly owned subsidiary - DEN Soccer Private Limited, is the successful bidder for the Delhi franchise of the Hero Indian Super League (HISL). HISL, the brainchild of IMG-Reliance and Star is a new football league formed under the aegis of The All India Football Federation (AIFF). The team has been named Delhi Dynamos F.C. The club has entered into a strategic partnership with Feyenoord Rotterdam to provide access to top international players and assist overall development of the Club and its initiatives.

EMPLOYEE STOCK OPTION SCHEME (ESOP)

During the financial year 2010-11, the Company had granted 5,000,000 Equity shares of Rs. 10/- each to the Employees of the Company and Subsidiary Companies under the DEN Employee Stock Options Scheme 2010, out of which 1,465,874 options were surrendered by the employees of the Company. As on March 31, 2014, the total number of options granted by the Company to purchase Equity Shares pursuant to the DEN ESOP is 3,534,126, of which 3,534,126 have vested and 4,50,000 are yet to be exercised. Disclosures in the accordance with clauses 12 & 19 of ESOP guidelines of SEBI are detailed in Annexure ''A'' to this report.

A Certificate from the Statutory Auditor of the Company for implementation of the ''DEN ESOS 2010'' in accordance with SEBI Guidelines and the resolutions passed by the members of the Company will be made available for inspection by the members at the ensuing Annual General Meeting (AGM) of the Company.

INTERNAL CONTROL SYSTEM

The Company has a proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that all the transactions are authorised, recorded and reported correctly. The Company''s internal control system comprises audit and compliance by an in- house system, supplemented by internal audit checks by Internal Auditors.

PREFERENTIAL ALLOTMENT

During the year under review there were two Preferential Allotments made by the Company. The Preferential Allotments were made to Foreign Investors and Qualified Institutional Placement Participants in pursuant to the provisions of Section 81(1A) of the Companies Act, 1956 and other applicable legal provisions, including but not limited to Chapter VII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended (ICDR Regulations). Details of the preferential allotment have been mentioned below:-

1. 1,24,66,321 equity shares of Rs. 10 each at the rate of Rs. 217.50 (including premium of Rs. 207. 50 Per Share) issued & allotted on May 10, 2013 through Qualified Institutional Placement;

2. 3,17,09,384 equity shares Rs. 10 each at the rate of Rs. 217.50 (including premium of Rs. 207. 50 Per Share) issued & allotted on September 27, 2013 to Foreign Investors under Non-Promoter Category.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

In accordance with the requirement of Clause 49 ofthe Listing Agreement with the Stock Exchange(s), the Management''s Discussion and Analysis Report disclosing the operations of the Company in detail is provided separately later in this annual report.

DETAILS OF UNCLAIMED SHARES AS PER CLAUSE 5A OF THE LISTING AGREEMENT

Dematerialization credit of 309 equity shares of Rs. 10 each, for four allottees could not happen till date, due to incorrect particulars of account holders. The Company through its Registrar and Share Transfer Agent, M/s Karvy Computershare Private Limited, has sent several reminders to these allottees and in the absence of any response from any of them, had finally transferred the aforesaid equity shares to ''DEN Networks Limited - Unclaimed Securities Suspense Account''. As required under clause 5A of the Listing Agreement, following is the status of outstanding shares lying in the aforesaid account as on March 31, 2014:

Particulars No. of No. of Equity Shareholders Shares

Aggregate number of shareholders 4 309 and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year i.e. 1st April, 2013/ transferred to Account during the year ended 31st March, 2014

Number of shareholders who Nil Nil approached to the Company / RTA for transfer of shares from Unclaimed Suspense Account during the year ended 31st March 2014

Number of shareholders to whom 1 150 shares were transferred from Unclaimed Suspense Account during the year ended 31st March 2014 Aggregate Number of shareholders 4 309 and the outstanding shares lying in the Unclaimed Suspense Account at the end of the year i.e. as on 31st March, 2014.

The voting rights on these shares are frozen till the rightful owner of these shares claims the shares.

CORPORATE GOVERNANCE

We at DEN believe that sound Corporate Governance is critical in enhancing and retaining stakeholders trust. Our priority is attainment of all performance goals with integrity. The Company is committed to maintain the highest Standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. A certificate from practicing Company Secretary regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is attached as an ''Annexure-A'' with the Report on Corporate Governance. Certificate of the CMD, CEO & CFO, inter alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement with the Stock Exchanges, is attached with the Corporate Governance report and forms part of this Report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Directors'' Report. However, as per the provisions of Section 219(1)(b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the said Statement may write to the Company Secretary at the Registered Office of the Company, and the same will also be available for inspection by Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, the following information is provided:

A. Conservation of Energy

Your Company is not an energy intensive unit; however possibilities are continuously explored to conserve energy and to reduce energy consumption at headends, warehouse offices and other facilities.

B. Technology absorption

Your Company is conscious of implementation of latest technologies in key working areas. Technology is ever-changing and employees of your Company are made aware of the latest working techniques and technologies through workshops, group e-mails and discussion sessions to ensure optimum utilization of available resources and improve operational efficiency.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government, State Governments, Company''s bankers and business partners for the assistance, co-operation and encouragement extendeded by them towards the Company. Your Directors take the opportunity to express their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors

Sd/- Place : New Delhi Sameer Manchanda Dated : 13.08.2014 Chairman and Managing Director DIN: 00015459


Mar 31, 2013

Dear Shareholders,

The Directors have the pleasure in presenting the sixth annual report on the business & operations of your Company along with the Consolidated & Standalone audited financial statements forthe year ended March 31,2013.

Financial Performance

The key financial figures on standalone and consolidated basis of your Company forthe year ended March 31,2013 are as follows:

(Rs. in millions)

Particulars Consolidated Standalone

Financial year Financial year Financial year Financial year ended March ended March ended March ended March 31,2013 31,2012 31,2013 31,2012

Net Revenue 9,346.44 11,565.95 7,268.16 4,523.38

Operating profit/ (loss) before interest and depreciation 2,355.69 1,093.17 1,580.73 647.06

Interest 470.88 269.24 446.84 255.88

Depreciation 811.22 538.11 496.15 305.41

Net Profit/(loss) before Tax 1,073.59 285.82 637.74 85.77

Provision fortaxes /deferred tax 294.24 100.20 188.12 7.10

Profit/(loss) after tax 623.01 142.80 449.62 78.67

During the year under review, the total revenue of your Company wasRs.7,268.16 million on standalone basis and Rs. 9,346.44 million on consolidated basis as compared to last year''s revenue of Rs. 4,523.38 million on standalone basis and Rs. 11,565.95 million on consolidated basis. The Profit After Tax of your Company wasRs. 449.62 million on standalone basis and Rs. 623.01 millions on consolidated basis as compared to last year''s Profit After Tax of Rs. 78.67 million on standalone basis and Rs. 142.80 million on consolidated basis respectively.

Consolidated Financial Statements

Pursuant to Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS- 23 on the Accounting for Investments in Associates and Accounting Standard AS-27 on accounting on Joint Ventures issued by The Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements are provided in this Annual Report.

Utilisation of IPO Proceeds

During the financial year 2009-10, your Company had successfully completed its Initial Public Offer (IPO). As regards to the utilization of the IPO proceeds, the company had obtained members approval vide resolution passed by way of Postal Ballot on February 28, 2013 to authorise the Board of Directors of the Company to decide, alter, vary, revise and finalise the IPO proceeds apart from the objects mentioned in the Prospectus. The details of utilisation of issue proceeds as on March 31, 2013 were placed before the members of Audit Committee at the meeting dated May 30, 2013 and the same has also been taken on record by the Board of Directors ofthe Company.

Dividend

Your Directors do not recommend any Dividend for the financialyearended March31,2013.

Transfer To Reserves

Your Company has not made any transfer to Reserves during the financial year 2012-13.

Public Deposits

During the year under review your Company has not accepted any deposits from the public under Section 58A ofthe Companies Act, 1956.

Operations

Your Company is the largest cable television distribution company in India in terms of homes served*. It serves an estimated 11 million homes in 200 cities & towns across 13 states in India including Delhi, Uttar Pradesh, Haryana, Rajasthan, Gujarat, Maharashtra, Karnataka, Kerala, West Bengal, Bihar, Jharkhand, Madhya Pradesh and Uttarakhand.

DEN Digital - Your Company''s cutting edge digital cable TV service offers subscribers a wide choice of channels and state of the art value added services. With approximately 5 million set top boxes installed, DEN Digital is one of India''s largest digital television platforms. During the year gone by, your company witnessed robust growth in profitability. Your company is continually investing in its digital cable TV operations and rapidly converting its analog susbscriber base into digital in accordance with the law on Digital Addressable Systems (DAS).

Digitisation

Theyeargone by witnessed an unparalleled change in the Indian television landscape with the onset of the mandatory phase-wise digitisation of analogue cable TV homes across India. All stakeholders of the Indian cable TV value chain including broadcasters, MSOs and LCOs under the stewardship of the Indian Government committed their efforts in making DAS a success.

Your Company expects that the future growth of the cable television distribution industry in India in the near-term will primarily be dependent on the conversion of analog cable subscribers to digital cable subscribers. Conversion to Digital Addressable Systems (DAS) is expected to create a seamless cable TV value chain and curb the current industry-wide problems such as under declaration and piracy.

Employee Stock Option Scheme (ESOS)

During the financial year 2010-11, the Company had granted 5,000,000 Equity shares ofRs. 10/- each to the Employees of the Company and Subsidiary Companies under the DEN Employee Stock Options Scheme 2010, out ofwhich 1,465,874 options were surrendered bythe employees of the Company. As on March 31, 2013, the total number of options granted by the Company to purchase Equity Shares pursuant to the DEN ESOP is 3,534,126, of which 3,534,126 have vested and 1,252,776 are yet to be exercised. During the financial year 2012-13, the period of vesting of ESOP options which was to be vested in 30 months earlier was reduced to 20 months. Disclosures in the accordance with clauses 12 & 19 of ESOP guidelines of SEBI are detailed in Annexure ''A'' to this report.

A Certificate from the Statutory Auditor of the Company of implementation of the ''DEN ESOS 2010'' in accordance with SEBI Guidelines and the resolutions passed by the members of the Company will be made available for inspection by the members at the ensuing Annual General Meeting (AGM) of the Company.

Management''s Discussion and Analysis Report

In accordance with the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges, the Management''s Discussion and Analysis Report (MD&A) disclosing the operations of the Company in detail is provided as a part of the Directors'' Report.

Directors

Mr. Ajaya Chand, Non Executive Independent Director of your Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The relevant details of the directors proposed to be re-appointed are provided in the Corporate Governance Reportforming part of this report.

Directors'' Responsibility Statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended, your Directors confirm:

i) that in the preparation of the annual accounts forthe financial year ended March 31, 2013, the applicable Accounting Standards have been followed;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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 and of profit or loss of the Company forthe year under review;

iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the accounts forthe financial year ended March 31, 2013 on a ''going concern'' basis.

Details of Unclaimed Shares as per Clause 5A of the Listing Agreement

In the year 2009, your Company made Initial Public Offering (the Issue) of its equity shares in dematerialization mode and had credited the dematerialization accounts of allottees with respective shares allotted under the Issue. However dematerialization credit of 309 equity shares ofRs. 10 each for four allottees could not happen till date due to incorrect particulars of account holders. The Company through its

Particulars No. of No. of Shareholders Equity Shares

Aggregate number of shareholders and the outstanding shares lying in the 5 459 Unclaimed Suspense Account atthe beginning of the year i.e. 1st April, 2012/ transferred to Account during the year ended 31st March, 2013

Number of shareholders who approached to the Company/RTA for transfer 1 150 of shares from Unclaimed Suspense Account during the year ended 31st March, 2013

Number of shareholders to whom shares were transferred from Unclaimed 1 150 Suspense Account during the year ended 31st March, 2013

Aggregate Numberof shareholders and the outstanding shares lying in the 4 309 Unclaimed Suspense Account at the end of the year i.e. as on 31st March, 2013.

Registrar and Share Transfer Agent M/s Karvy Computershare Private Limited had sent several reminders to these allottees and in the absence of any response from any of them had finally transferred the aforesaid equity shares to ''Den Networks Limited - Unclaimed Securities Suspense Account''. As required under clause 5A of the Listing Agreement, the status of outstanding shares lying in the aforesaid account as on March 31,2013 is mentioned in the table above.

The voting rights on these shares are frozen till the rightful owner of these shares claims the shares.

Subsidiary Companies

The Ministry of Corporate Affairs vide its Circular No. 51/12/2007-CL-l 11 dated February 8, 2011 has given a general exemption to Companies to attach their subsidiary Companies'' financial statements in the Directors'' Report as per section 212(8) ofthe Companies Act, 1956 in compliance ofthe conditions specified in the said circular. In terms of requirements, a statement pursuant to Section 212 of the Act relating to the subsidiaries of your Company and the details of the subsidiary companies has been annexed and forms part of this report. The annual accounts of the subsidiary Companies and related detailed information will be made available to the holding company and subsidiary companies investors for inspection atthe registered office ofthe holding company and subsidiary companies. These documents will be made available to any investors ofthe Holding Company and the respective Subsidiary Company on receipt of request in this regard.

Auditor&Auditor''s Report

The term of M/s. Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of your Company expires at the ensuing Annual General Meeting. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limit as mentioned under Section 224 (1B) of the Companies Act, 1956.

Your Board has duly examined the Report issued by the Statutory Auditors of the Company on the Accounts for the financial year ended March 31,2013. The notes on Accounts as presented in this Annual Report are self explanatory in this regard and hence do not call for any further clarification.

Cost Auditors

Your Company has re-appointed M/s Ajay KumarSingh & Co., Cost Accountants, as Cost Auditors under Section 233B of the Companies Act, 1956 for Cost Audit for the financial year 2013-14.

Corporate Governance and Corporate Social Responsibility

Corporate Governance philosophy ofthe Company lies in following strong Corporate Governance practices driven by its core values to enhance the interests of all its stakeholders. A report on Corporate Governance along with a Certificate from the Practicing Company Secretary confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement forms a part ofthis Annual Report.

With a view to strengthen the Corporate Governance framework, the Ministry of Corporate Affairs has incorporated certain provisions in the Companies Bill 2009. The Ministry of Corporate Affairs has also issued a set of Voluntary Guidelines on Corporate Governance and Corporate Social Responsibility in December 2009 foradoption by Companies.

The Guidelines broadly outline conditions for appointment of director, guiding principles to remunerate directors, responsibilities ofthe Board, risk management, rotation of audit partners, audit firms and conduct of Secretarial audit and other Corporate Governance and Corporate Social Responsibility related disclosures. Your Company has by and large complied with various requirements and is in the process of initiating appropriate action forotherapplicable requirements.

Particulars of Employees

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Directors'' Report. However, as per the provisions of Section 219(1 )(b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the said Statement may write to the Company Secretary at the Registered Office of the Company and the same will also be available for inspection by Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, the following information is provided:

A. Conservation of Energy

Your Company is not an energy intensive unit; however possibilities are continuously explored to conserve energy and to reduce energy consumption at the company''s headends, warehouses, offices and otherfacilities.

B. Technology absorption

Your Company is conscious of implementation of latesttechnologies in key working areas. Technology is ever-changing and employees of your Company are made aware of the latest working techniques and technologies through workshops, group e-mails and discussion sessions to ensure optimum utilization of available resources and to improve operational efficiency.

C. Foreign Exchange Earnings and Outgo

Disclosure of foreign exchange earnings and outgo as required under Rule 2(C) is given in Schedule No. 16 "Notes on Accounts" forming part of the Audited Annual Accounts.

Foreign Exchange Earnings :- Nil

Foreign Exchange Outgo :- Rs.20.86 Millions

Acknowledgement

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, financial institutions and its business partners/associates for their constant support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment. Their dedication and competence has ensured that the Company continues to be a leading player in the Cable TV Industry.

For and on behalf of the Board of Directors

Sd/-

Chairman

Place: New Delhi

Date: 14/08/2013


Mar 31, 2012

The Directors are pleased to present the Fifth Annual Report on the business and operations of the Company together with the audited accounts for the financial year ended March 31,2012.

Financial Performance

The key financial figures on standalone and consolidated basis of your Company for the year ended March 31,2012 are as follows:

(Rs. in millions)

Particulars Consolidated Standalone

Financial year Financial year Financial year Financial year ended March ended March ended March ended March 31,2012 31,2011 31,2012 31,2011

Net Revenue 11,565.95 10,581.351 4,523.38 3,545.40

Operating profit/ (loss) before interest and 1,093.17 1,264.351 652.51 507.38 depreciation interest

Interest 269.24 191.43 261.33 186.31

Depreciation 538.11 455.82 305.41 261.20

Net Profit/(loss) before Tax 285.82 617.10 85.77 59.87

Provision for taxes/ deferred tax 100.20 173.82 7.10 (9.72)

Profit/(loss) after tax 142.80 375.26 78.67 69.59

Result of Operations

During the year under review, the revenue of your Company was Rs.4,523.38 millions on standalone basis and Rs.11,565.95 millions on consolidated basis as compared to last year's revenue of Rs.3,545.40 millions on standalone basis and Rs.10,581.35 millions on consolidated basis. The Post Tax Profit of your Company was Rs.78.67 millions on standalone basis and Rs.142.80 millions on consolidated basis as compared to last year's Post Tax Profit of Rs.69.59 millions on standalone basis and Rs.375.26 millions on Consolidated basis.

Consolidated Financial Statements

Pursuantto Accounting Standard AS-2 Ion Consolidated Financial Statements read with Accounting Standard AS - 23 on the Accounting for Investments in Associates and Accounting Standard AS - 27 on accounting on Joint Ventures, issued by The Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements are provided in this Annual Report.

Review of the Year Gone by

During the year the Indian Cable TV industry has undergone a paradigm shift with the enactment of the Cable Television Networks (Regulation) Amendment Act, 2011. This act will fundamentally transform the foundations of the industry by bringing in compulsory digitisation with addressability throughout India in phases.

Your Company, which has over the years built a strong digital cable TV infrastructure and consumer offerings is expected to emerge as one of the leading players of the industry.

The past year also saw your Company expand into new geography and achieve a reasonable revenue growth with PAT profitability.

Cable Digitisation Bill Passed

In December 2011, the cable digitisation bill was passed by both Houses of the Indian Parliament and was signed into law by the Hon'ble President of India. The Law requires mandatory digitisation of all cable TV homes in India in a phased manner.

DEN Geared Up for Full Digitisation

The onset of digitisation offers tremendous opportunities for DEN and the Company is fully geared to reap the benefits. DEN's superior digital cable offering is backed by a strong digital infrastructure with over 17 digital headends capable of serving DEN subscribers across the country, upgraded networks with leased or laid fibre for nationwide distribution of its digital signals and set top boxes procured from leading global manufacturers. DEN has also put in place an efficient customer services platform to provide timely and effective customer care facilities to its subscribers. DEN had launched a nationwide brand campaign across various media platforms including TV, print, radio and outdoor to promote its digital cable offering. The Company is also conducting other public awareness initiatives like street plays and RWA events.

DEN is rapidly digitising its subscriber base in the Phase 1 cities of Delhi, Mumbai and Kolkata and a significant part of DEN's subscriber base in these cities has already converted to digital.

Employee Stock Option Scheme (Esos)

During the financial year 2010-11, the Company had granted 50,00,000 Equity shares of Rs.10/- each, under DEN Employee Stock Options Scheme, 2010 to the Employees of the Company and Subsidiary Companies. During the financial year 2011-12, 14,65,874 options have been surrendered by the Employees of the Company and Subsidiary Companies. The details as required to be disclosed under Clause 12 & 19 of ESOP Guidelines of SEBI are detailed in the Annexure 'A' to this Report.

A Certificate from the Statutory Auditor of the Company for implementation of the'DEN ESOS 2010' in accordance with the SEBI Guidelines and the resolutions passed by the members of the Company, will be made available for inspection by the members at the ensuing Annual General Meeting of the Company.

Manpower

Company has been growing from strength to strength both in terms of the organization and the activity profile.

Dividend

Your Directors do not recommend any Dividend for the financial year ended March 31,2012.

Transfer to Reserves

Your Company has not made any transfer to the Reserves during the financial year 2011-12.

Public Deposits

During the year under review your Company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956.

Management's Discussion and Analysis Report

As per the requirements of Clause 49 of the Listing Agreement with the Stock Exchange(s) Management's Discussion and Analysis Report disclosing the operations of the Company in detail is provided separately as a part of Director's Report.

Directors

Mr. Sameer Manchanda, Chairman and Managing Director of your Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The relevant details of the directors proposed to be re-appointed are provided in the Corporate Governance Report forming part of this report.

Directors' Responsibility Statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended, your Directors confirm:

i) that in the preparation of the annual accounts for the financial year ended March 31,2012, the applicable Accounting Standards have been followed;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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 and of profit or loss of the Company for the year under review;

iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the accounts for the financial year ended March 31,2012 on a 'going concern' basis.

Subsidiary Companies

The Ministry of Corporate Affairs vide its Circular No.02/2011 on 08th February, 2011 has given a general exemption to the Companies to attach its subsidiary Companies' financial statement in the directors' report (Section 212(8) of the Companies Act,1956) on Compliance of the conditions specified in the said circular. In terms of requirements, a statement pursuant to Section 212 of the Act relating to the subsidiaries of your Company and the details of the subsidiary companies have been annexed and forms part of this report. The annual accounts of the subsidiary Companies and related detailed information will be made available to investors of the holding company and subsidiary companies for inspection at the registered office of the holding company and subsidiary companies. These documents will be made available to any investor of the Holding Company and Subsidiary Companies on the receipt of a request in this regard.

Auditors & Auditor's Report

The term of M/s. Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of your Company, expires at the ensuing Annual General Meeting. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limit as mentioned under Section 224 (IB) of the Companies Act, 1956.

Your Board has duly examined the Report issued by the Statutory Auditor's of the Company on the Accounts for the financial year ended March 31, 2012. Except following, the rest of the report is self explanatory.

Explanation to Statutory Auditors' Comments:-

Auditors' Qualification: - Refer paragraph no. 4 of the Auditors' Report on Consolidated Financial Statements of the Company.

Management Reply:- The Company is of the view that the Revenue and PAT contributed by this subsidiary Company on the consolidated financials is negligible. Hence, any adjustments if any arising out of the audit of the financial statements of this subsidiary company will not have a material impact on the Consolidated Financial Statements.

Corporate Governance & Corporate Social Responsibility

Corporate Governance philosophy of the Company lies in following strong Corporate Governance practices driven by its core values to enhance the interests of all its stakeholders. A report on Corporate Governance along with a Certificate from a Practicing Company Secretary confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement forms a part of this Annual Report.

With a view to strengthen the Corporate Governance framework, the Ministry of Corporate Affairs has incorporated certain provisions in the Companies Bill 2009. The Ministry of Corporate Affairs has also issued a set of Voluntary Guidelines on Corporate Governance and Corporate Social Responsibility in December 2009 for adoption by Companies.

The Guidelines broadly outline conditions for the appointment of director, guiding principles to remunerate directors, responsibilities of the Board, Risk Management and other Corporate Governance and Corporate Social Responsibility related disclosures. Your Company has by and large complied with various requirements and is in the process of initiating appropriate action for other applicable requirements.

Corporate Governance is also related to innovation and strategy as the organization's ideas of Innovation and strategies are driven to enhance stakeholder satisfaction.

DETAILS OF UNCLAIMED SHARES AS PER CLAUSE 5A OF THE LISTING AGREEMENT

Inyear 2009,your Company made Initial Public Offering (the Issue) of its equity shares in dematerialization mode and had credited the dematerialization accounts of allottees with respective shares allotted under the Issue. However dematerialization credit of 459 equity shares of Rs.10 each, for five allottees could not happen till date, due to incorrect particulars of account holders. The Company through its Registrar and Share Transfer Agent, M/s Karvy Computershare Private Limited, had sent several reminders to these allottees and in the absence of any response from any of them, had finally transferred the aforesaid equity shares to 'Den Networks Limited - Unclaimed Securities Suspense Account'. As required under clause 5A of the Listing Agreement, following is the status of outstanding shares lying in the aforesaid account as on March 31, 2012:

The voting rights on these shares are frozen till the rightful owner of these shares claims the shares.

Particulars of Employees

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this Directors' Report. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to all shareholders of the Company excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the said Statement may write to the Company Secretary at the Registered Office of the Company, and the same will also be available for inspection by Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, the following information is provided:

A. Conservation of Energy

Your Company is not an energy intensive unit; however possibilities are continuously explored to conserve energy and to reduce energy consumption at headends, warehouses, offices and other facilities.

B. Technology absorption

Your Company is conscious of implementing the latest technologies in key working areas.

Technology is ever-changing and employees of your Company are made aware of the latest working techniques and technologies through workshops, group e-mails, discussion sessions for optimum utilization of available resources and to improve operational efficiency.

C. Foreign Exchange Earnings and Outgo

Disclosure of foreign exchange earnings and outgo as required under Rule 2(C) is given in Schedule No. 16 "Notes on Accounts" forming part of the Audited Annual Accounts.

Foreign Exchange Earnings : - NIL

Foreign Exchange Outgo : - 49.56 millions

Acknowledgement

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates and financial Institutions for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment. Their dedication and competence has ensured that the Company continues be a significant and leading player in the Indian Cable TV distribution Industry.

For and on behalf of the Board of Directors

Sd/- Sameer Manchanda Chairman and Managing Director Place : New Delhi Date : August 29, 2012


Mar 31, 2011

Dear Shareholders,

The Directors are delighted to present the Fourth Annual Report on the business and operations of the Company together with the audited accounts for the financial year ended March 31, 2011.

Financial Performance

The key financial figures on standalone and consolidated basis of your Company for the year ended March 31, 2011 are as follows:

Rs. in (Lakhs)

Particulars Consolidated Standalone

Financial Year Financial Year Financial Year Financial Year Ended Ended Ended Ended

March 31, 2011 March 31, 2010 March 31, 2011 March 31, 2010

Net Revenue 1,05,806.16 92,559.33 35,453.91 33,477.73

Operating Profit/ (Loss) 12,648.73 9,615.77 5,074.68 6,125.18

before interest and depreciation Interest 1,918.61 1,944.25 1,863.03 1,930.39

Depreciation 4,558.25 3,288.34 2,611.99 2,186.30

Net Profit/(Loss) 6,171.87 4,383.18 599.66 2,008.49

before Tax

Provision for 1,738.65 740.80 (96.30) (71.68)

taxes/deferred Tax

Profit/(Loss) after Tax 3,753.03 3,011.14 695.96 2,080.17

Result of Operations

During the financial year 2010–11 your Company, on a consolidated basis, has generated over Rs.1058.60 crores of revenues and post tax profit of Rs.37.53 crores. The corresponding figures for financial year 2009-10 were revenue of Rs 925.59 Crores and post tax profit of Rs. 30.11 crores.

Consolidated Financial Statements

Pursuant to Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS – 23 on the Accounting for Investments in Associates and Accounting Standard AS– 27 on Accounting on Joint Ventures, issued by The Institute of Chartered Accountants of India, the Audited Consolidated Financial Statements are provided in this Annual Report.

Review of Year Gone by

During the year, the Company consolidated its growth following the rapid scale up of the preceding years. Its core business continued to exhibit robust growth. It continued to invest in its digital cable operations. Along with revenue growth, the company maintained its profitability.

Media Pro: A 50:50 JV between STAR-DEN and Zee Turner

In May 2011, STAR DEN Media Services (STAR DEN), a 50:50 joint venture between Star India Private Ltd. and DEN, formed a 50:50 joint venture with Zee Turner for jointly distributing channels of the two entities across India. The joint venture company is called Media Pro Enterprise India Private Limited and commenced operations from July 2011. DEN is a participant in this JV through its 50 per cent stake in STAR DEN.

The JV will distribute 68 pay TV channels from the erstwhile Star DEN and Zee Turner bouquets. The objective of the JV is to transform content distribution in India by creating efficiencies in the distribution arena, promoting transparency and curbing piracy.

DEN and BFTV LLC form a 75:25 JV for Launching Baby First TV in India

In October 2010, IME Networks Private Limited, a subsidiary of DEN, entered into a joint venture with BFTV LLC to distribute the 'BabyFirst TV' channel in India and select countries in South Asia. Baby First TV is a television channel for babies, toddlers and their parents and is aired in several countries across the world.

The JV is in the process of securing the necessary licenses to broadcast the channel in India.

Changes in Capital Structure

During the year ended March 31, 2011, the Authorized Share Capital of the Company increased from Rs. 1,65,00,00,000 (Rupees One Hundred Sixty Five Crores) to Rs.2,00,00,00,000(Rupees Two Hundred Crores) and paid up Equity Share Capital of the Company remains the same i.e., Rs. 1,30,48,99,750 (Rupees One Hundred Thirty Crores Forty Eight Lacs Ninety Nine Thousand and Seven Hundred Fifty).

Employee Stock Option Scheme (ESOS)

During the financial year 2010-11, the Company has granted 50,00,000 Equity shares of Rs.10/- each, under Employee Stock Option Scheme (ESOS) to the Employees of the Company and Subsidiary Companies. The details as required to be disclosed under Clause 12 & 19 of ESOP Guidelines of SEBI are detailed in the Annexure 'A' to this Report.

A Certificate from the Statutory Auditor of the Company for implementation of the 'DEN ESOS 2010' in accordance with the SEBI Guidelines and the resolutions passed by the members of the Company, will be made available for inspection by the members at the ensuing Annual General Meeting of the Company.

Manpower

Company has been growing from strength to strength both in terms of the organization and the activity profile.

Dividend

Your Directors do not recommend any Dividend for the financial year ended March 31, 2011.

Transfer to Reserves

Your Company has not made any transfer to the Reserves during the financial year 2010-11.

Public Deposits

During the year under review your Company has not accepted any deposits from the public under Section 58A of the Companies Act, 1956.

Management's Discussion and Analysis Report

In terms of requirement of Clause 49 of the Listing Agreement with the Stock Exchange(s) Management's Discussion and Analysis Report disclosing the operations of the Company in detail is provided separately as a part of Director's Report.

Directors

Mr. Robindra Sharma, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The relevant details of the directors proposed to be re-appointed are provided in the Corporate Governance Report forming part of this report.

Directors' Responsibility Statement

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956 as amended, your Directors confirm:

i) that in the preparation of the annual accounts for the financial year ended March 31, 2011, the applicable Accounting Standards have been followed.

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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 and of profit or loss of the Company for the year under review.

iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepared the accounts for the financial year ended March 31, 2011 on a 'going concern' basis.

Subsidiary Companies

The Ministry of Corporate Affairs vide its Circular No.02/2011 on 08th February, 2011 given a general exemption to the Companies to attach its subsidiaries Companies' financial statement in the directors' report(Section 212(8) of the Companies Act,1956) on Compliance of the conditions specified in the said circular. In terms of requirements, a statement pursuant to Section 212 of the Act relating to the subsidiaries of your Company and the details of the subsidiary companies have been annexed and forming part of this report. The annual accounts of the subsidiary Companies and related detailed information will be made available to the holding company and subsidiary companies investors for inspection at the registered office of the holding company and subsidiary companies. These documents will be made available to any investors of the Holding Company and Subsidiary Companies on the receipt of request in this regard.

Auditors & Auditor's Report

The term of M/s. Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of your Company, expires at the ensuing Annual General Meeting. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limit as mentioned under Section 224 (1B) of the Companies Act, 1956.

Your Board has duly examined the Report issued by the Statutory Auditor's of the Company on the Accounts for the financial year ended March 31, 2011. The notes on Accounts, as presented in this Annual Report, are self-explanatory in this regard and hence do not call for any further clarification.

Corporate Governance & Corporate Social Responsibility

Corporate Governance philosophy of the Company lies in following strong Corporate Governance practices driven by its core values to enhance the interests of all its stakeholders. A report on Corporate Governance along with Certificate from Practicing Company Secretary confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the Listing Agreement forms a part of this Annual Report.

With a view to strengthen the Corporate Governance framework, the Ministry of Corporate Affairs has incorporated certain provisions in the Companies Bill 2009. The Ministry of Corporate Affairs has also issued a set of Voluntary Guidelines on Corporate Governance and Corporate Social Responsibility in December 2009 for adoption by Companies.

The Guidelines broadly outline conditions for appointment of director, guiding principles to remunerate directors, responsibilities of the Board, Risk Management, rotation of audit partners, audit firms and conduct of Secretarial audit and other Corporate Governance and Corporate Social Responsibility related disclosures. Your Company has by and large complied with various requirements and is in the process of initiating appropriate action for other applicable requirements.

Corporate Governance is also related to innovation and strategy as the organization's ideas of innovation and strategies are driven to enhance stakeholder satisfaction.

Postal Ballot

The details of Postal Ballot Process conducted by the company during the year under review are set out in the report on Corporate Governance, annexed to this report.

Particulars of Employees

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011 the names and other

Particulars of employees of the Company, is provided in the Annexure forming part of this Report. The annexure is available for inspection by members at the registered office of the company during business hours on working days upto the date of ensuing AGM. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, the following information is provided:

A. Conservation of Energy

Your Company is not an energy intensive unit; however possibilities are continuously explored to conserve energy and to reduce energy consumption at production & editing facilities, studios, workstations of the Company.

B. Technology Absorption

Your Company is conscious of implementation of latest technologies in key working areas. Technology is ever- changing and employees of your Company are made aware of the latest working techniques and technologies through workshops, group e-mails, discussion sessions for optimum utilization of available resources and to improve operational efficiency.

C. Foreign Exchange Earnings and Outgo

Disclosure of foreign exchange earnings and outgo as required under Rule 2(C) is given in Schedule No. 16 "Notes on Accounts" forming part of the Audited Annual Accounts.

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: 4.74 crores

Acknowledgment

Your Directors take this opportunity to thank Customers, Shareholders, Joint Venture Partners, Suppliers, Bankers, other Business Partners/Associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the cable TV distribution industry.

For and on behalf of the Board of Directors

Sd/-

Chairman

New Delhi

September 01, 2011

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