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Directors Report of Den Networks Ltd.

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 — Info@cmaadvisors.in (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 - Info@cmaadvisors.in (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

 
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