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Directors Report of Hinduja Ventures Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirtieth Annual Report and Company’s Audited Financial Statements for the financial year ended March 31,2015.

FINANCIAL RESULTS

(Rs. in Crores)

Consolidated

For the year ended March 31 2015 2014

Total Income 786.11 773.49

Total Expenses 816.23 871.52

(Loss) / Profit before tax (30.12) (98.03)

Exceptional/Extraordinary Items 6.20 -

(Loss) / Profit before tax (36.32) (98.03)

Provision for tax (incl. deferred tax) 27.47 (41.43)

(Loss) / Profit after tax (63.79) (56.60)

Minority Interest (82.05) (56.80)

Profit After Minority Interest 18.26 0.20

Standalone

For the year ended March 31 2015 2014

Total Income 110.45 106.54

Total Expenses 17.13 19.01

(Loss) / Profit before tax 93.32 87.53

Exceptional/Extraordinary Items - -

(Loss) / Profit before tax 93.32 87.53

Provision for tax (incl. deferred tax) 0.73 5.50

(Loss) / Profit after tax 92.59 82.03

Minority Interest - -

Profit After Minority Interest 92.59 82.03

REVIEW OF OPERATIONS AND STATE OF AFFAIRS:

On a Consolidated basis, total income for the financial year 2014-15 at Rs. 786.11 Crores was higher by 1.63% over last year (Rs. 773.49 Crores in 2013-14). Earnings before interest, tax, depreciation and amortisation (EBITDA) was Rs. 146.75 Crores registering growth of 1.83% over EBITDA of Rs.144.11 Crores in 2013-14. Net profit after tax and minority interest increased to Rs.18.26 Crores from Rs. 0.20 Crores during 2013-14.

On Standalone basis, total income for the financial year 2014-15 at Rs. 110.45 Crores was higher by 3.67% over last year (Rs. 106.54 Crores in 2013- 14).Earnings before interest, tax, depreciation and amortisation (EBITDA) was Rs. 94.78 Crores registering a growth of 5.26% over EBITDA of Rs. 90.04 Crores in 2013-14. Profit after tax (PAT) increased by 12.88% to Rs. 92.59 Crores over PAT of Rs. 82.03 Crores in 2013-14.

DIVIDEND:

Your Directors have declared interim dividend of Rs. 15 per Equity Share (150 % Dividend on face value of Rs. 10/- per Equity Share) for financial year 2014-15 which has been paid. Your Directors have recommended interim dividend as the final dividend for the financial year 2014-15. The interim dividend involving a cash outflow of Rs. 37.00 Crores including Dividend Distribution Tax, representing 39.96% of the current year earnings.

TRANSFER TO RESERVES:

An amount of Rs. 9.26 Crores was transferred to the General Reserve and an amount of Rs. 542.08 Crores has been carried forward as Balance in the Statement of Profit and Loss.

REVIEW OF INDIAN ECONOMY:

The fiscal year 2014-15 has been a year of change, a year of high expectations and a year of mixed results for the Indian economy. Initial estimates for fiscal year 2014 (ending March 31, 2015) by the Government show that economic growth accelerated to 7.4%. A more robust economic performance as compared to earlier estimates emerged from revised data based on an updated base year, wider coverage of goods and services, and the inclusion of tax data to estimate economic activity. Monthly industrial production estimates indicate a more modest upturn. The production of capital goods expanded after three years in the red. However, consumer durables continued to decline. Improved coal production helped double the growth of electricity generation over the previous year’s rate.

International Monetary Fund has projected that India will overtake China as the fastest growing emerging economy in 2015-16 by clocking a growth rate of 7.5%, helped by its recent policy initiatives, pick-up in investments and lower oil prices. World Bank too has similar GDP growth forecast for India for the current fiscal year.

These estimates are largely based on India’s economy now being on a cyclical upswing and forward-looking indicators suggest domestic demand is gathering momentum. Low inflation has enabled the Reserve Bank of India to cut interest rates easing pressure on the private sector. Lower rates as well as the government’s infrastructure and disinvestment programs should provide a boost to domestic-oriented industries. The dampener to these growth expectations could be the monsoons.

Overall therefore, the economy is expected to do better in fiscal year 2016 compared to fiscal year 2015.

INVESTMENTS:

Hinduja Energy (India) Limited (HEIL):

India is the fifth largest producer and consumer of electricity in the world, after China, US, Russia and Japan. Power generation has grown more than 100 fold since independence, while demand growth has been even higher due to accelerated economic activity. The total installed capacity in the country crossed 270 GW, out of which over 69% is thermal power generation capacity. Private sector contributes over 35% of this capacity while rest belongs to central as well as state utilities. Emphasis is being given by the new Government on assured fuel availability and incentives are being given for renewable energy sector.

Hinduja National Power Corporation Limited’s (a Subsidiary of HEIL) Greenfield 1040 MW Thermal Power Project in Visakhapatnam is expected to get commissioned in FY 2015-16 thus creating value for its investors from this year onwards.

SUBSIDIARIES:

Media:

Grant Investrade Limited (GIL):

GIL has embarked on a project for setting up infrastructure to provide services under the Headend- in-the-Sky (HITS) platform to the Cable TV industry. The Company has now got all its approvals from the Government of India, which includes mainly from Ministry of Information & Broadcasting (MIB) and Department of Telecommunications (DoT) for the HITS platform.

The brand name of the "Headend-in-the-Sky " (HITS) services to be provided by GIL is 'NXT Digital’.

HITS is a satellite multiplex service that provides cable channels to cable television operations. The HITS service effectively replaces the more complex traditional headend (A headend is a local operations center that receives, process and retransmits TV channels and other services) operations. At a traditional cable television headend, multitudes of satellite dishes and antennae are used to grab cable stations from dozens of communication satellites. In contrast, HITS combines cable stations (or TV channels) into multiplex signals on one or a few satellites. Cable networks can then pull in hundreds of channels at the local headend with relatively little equipment for onward digital distribution to subscriber homes.

HITS as a concept was developed to deliver signals to small cable headends that did not find it viable to install their own Conditional Access Systems (CAS) and centralized services like SMS and billing.

At the same time, the HITS platform delivers a huge number of pay television channels. This provides the HITS end consumer the largest possible choice of pay channels. This exactly is the need of the cable operators in the smaller towns constituting the Phase III & IV locations for the digitalisation program. GIL believes that the entire expansion in the Phase III & IV cities for digitalisation can best be addressed through the HITS technology owing to the superior technology, cost effectiveness as compared to the traditional methods of transmitting signals through fibre, low investment in capital equipment by the cable operators and at the same time world class quality of service is ensured for the consumers.

The total size of Phase III & IV market is approximately 100 million homes of which GIL expects to cover atleast 10 million in the next two years, especially in Phase III.

IndusInd Media & Communications Limited (IMCL):

As per a recent KPMG report, "digitalisation has changed the role of MSOs from being a B2B service provider to a B2C service provider and it is taking time for MSOs to build internal processes to reflect this change in business model. " In line with the above trend, after having successfully implemented digitalisation in Phase I & II cities during the financial years 2012-13, 2013-14 and in the fiscal year 2014-15, IMCL’s focus is on providing better consumer service and simultaneously bring in efficiency in operations.

The Company has achieved this by taking various steps like packaging of channels so that consumer get to choose and pay for what they view; providing the consumer with the option of making payments either through pre-paid or post paid mechanisms; improving turnaround time for attending to consumer complaints, etc. These steps have yielded good results through improved customer satisfaction, improved Average Revenue Per User (ARPU), improved collections and cost efficiencies.

IMCL is now taking steps to expand in the Phase III & IV digitalisation program. Phase III digitalisation deadline is December 31, 2015 and Phase IV is December 31,2016. This expansion will have very little investment requirement, as IMCL will rely on the HITS platform provided by GIL, a fellow subsidiary Company for the launch, both with respect to the headend equipment and the set top boxes. For this purpose, IMCL has entered into an MoU with GIL for provision of passive white label infrastructure services. This will enable IMCL to upgrade its consumer base to a very high level of sophisticated digital video services at very minimum cost.

With a combination of improvement in operating efficiencies as mentioned above and an expansion in the next digitalisation program, IMCL, has passed over the difficult period it encountered in the past two years and is now on the road to recovery. With a mix of conventional DAS and HITS backend, IMCL expects to cover approximately 5 million homes in next two years.

IN ENTERTAINMENT (INDIA) LIMITED (INEL):

Digitisation has paved way for niche content platforms to monetize their reach and value. INEL is being restructured to harness this opportunity. CVO, In Digital Classic, In Digital Music are being restructured on account of programming, on-air packaging, reach and sales to take its rightful place in the Industry. Inorganic acquisitions will enable creating a good mix of in house channels to feed the HITS and DAS platforms.

Teleshopping business also is being restructured to improve product line, bring in cash-and-carry model and generate orders from relevant media. A multi-level e-commerce business model is being developed.

Digitisation of CATV Industry and HITS project present a significant opportunity to further growth of content business of INEL.

FUTURE OUTLOOK - MEDIA & CABLE TV SECTOR:

In the calendar year 2014, the Indian Media and Entertainment (M&E) Industry grew by 11.7% to reach INR 1026 Billion. It is expected to grow at a Compounded Annual Growth Rate (CAGR) of 13.9% in next 5 years to reach a value of INR 1964 Billions.

2014 has been a turning point for the Media and Entertainment Industry in India in many ways. With the current government’s optimistic outlook, business sentiment has been positive and strengthened by a number of growth promoting policies. In the media sector, digital media continued its rapid growth, indicated by 44.5% growth in digital advertising in 2014.

In Television, advertising saw strong growth, driven by the positive shift in macroeconomic environment, the general election spends, and emergence of e-commerce as a significant new advertising spender.

The Print sector, although remaining highly fragmented, witnessed a rise in the circulation revenue on the back of rising cover prices and subscriptions.

TELEVISION INDUSTRY:

In 2014, the TV industry grew by 13.8% to reach INR 474.9 Billion. It is expected to grow at a CAGR of 15.5% to reach INR 975 Billion by 2019 on the backs of increasing number of subscribers, higher ARPUs due to digitisation, and higher advertisement revenues.

Despite the introduction of Digital Addressable System (DAS), the anticipated improvement in addressability, improvement in subscription revenue and more equitable sharing of subscription revenue are being realized at a slow pace.

The Ministry of Information and Broadcasting (MIB) has extended the deadlines for the implementation of DAS in Phase III and Phase IV to December 31, 2015 and December 31, 2016, respectively. DAS rollout in Phase III and IV is expected to be more challenging on account of larger geographical spread, funding requirements and low potential for ARPUs.

HITS (Headend-in-the-Sky) technology and collaboration between larger MSOs and regional MSOs are expected to play important roles for MSOs in grabbing maximum share of the market in Phase III and IV. Challenges from DTH platforms and integrated telecom service providers with deep pockets will have to be faced with innovative consumer friendly cable services utilizing both the traditional MSO networks and the HITS platform.

AMALGAMATION OF IDL SPECIALITY CHEMICALS LIMITED WITH THE COMPANY:

The Board of Directors of your Company has approved the Scheme of Amalgamation of IDL Speciality Chemicals Limited, a wholly owned subsidiary with your Company at its meeting held on April 24, 2015. The Scheme envisages resulting in consolidation of the business in one entity and strengthening the position of merged entity by enabling it to harness and optimize the synergies of the two companies. Once the scheme is approved, there will be an increase in the trading stock of a listed share in the banking sphere and a significant increase in the land bank for the two metros of Hyderabad and Bengaluru.

Your Company has received observation letters from BSE Limited and National Stock Exchange of India Limited vide letters No. DCS/AMAL/ CS/24(f)/102/2015-2016 dated July 17, 2015 and NSE/LIST/34175 dated July 17, 2015 respectively in respect of the scheme. Your Company has filed the scheme in the High Court of Judicature at Bombay on July 23, 2015. The Hon’ble High Court, Bombay vide its order dated July 31, 2015 has directed for Court Convened Meeting of the members of the Company to be held on September 01,2015. The appointed date for the Scheme is April 01,2015.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES:

Report on the performance and financial position of the subsidiaries has been provided in Form AOC-1 annexed as Annexure "A " to this report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013 ( "the Act "), the financial statements of the Company including consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company www.hindujaventures.com

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Act and Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

NATURE OF BUSINESS:

The Company is engaged in Media, Investment, Treasury and Real Estate. There was no change in the nature of the business of the Company during the year under review.

WHOLE-TIME DIRECTOR (WTD) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The Whole-Time Director (WTD) and Chief Financial Officer (CFO) Certification as required under Clause 49(IX) of the Listing Agreement and the Whole-Time Director’s declaration about the code of conduct are furnished in Annexure "B " and Annexure "C " to this report.

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

Considering the nature of the business of your Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development & Technology Absorption pursuant to Section 134(3)(m) of the Act during the year under review.

The details of Foreign Exchange Earnings and outgo are given in Annexure "D " to this report.

CORPORATE GOVERNANCE:

As required under Clause 49 of the Listing Agreement, a detailed Report on Corporate Governance is annexed as Annexure "E " to this report.

The Statutory Auditors of your Company have examined the Company’s compliance with regulations and have certified the same as required under the Listing Agreement. The certificate is annexed as Annexure "F " to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 49 of the Listing Agreement, a separate Management Discussion and Analysis Report covering a wide range of issues relating to industry trends, Company performance, SWOT analysis, business outlook etc. is annexed as Annexure "G " to this report.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public within the meaning of Chapter V of the Act and as such, no amount of principal or interest was outstanding as on the balance sheet date.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY:

The Company maintains an adequate system of internal financial control with reference to financial statements, to ensure that all assets are safeguarded against loss from unauthorised use or disposition. Company policies, guidelines and procedures are in place to ensure that all transactions are authorised, recorded and reported correctly.

EXTRACT OF ANNUAL RETURN:

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

LOANS, GUARANTEES AND INVESTMENTS:

Details of the loans, guarantees and investments covered under the provisions of Section 186 of the Act are given in Note 15 of the Notes to Financial Statements.

RELATED PARTY TRANSACTIONS:

All transactions entered by the Company with the related parties were in ordinary course of business and were on arm’s length pricing basis.

During the year, the Company has 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. Suitable disclosures as required under AS-18 have been made in Note 29 of the Notes to the Financial Statement.

Since all the transactions/ contracts/ arrangements of the nature as specified in Section 188(1) of the Act entered by the Company during the year under review with related party/(ies) are in the ordinary course of business and on arm’s length basis, no particulars in Form AOC-2 is furnished as Section 188(1) of the Act is not applicable.

The Related Party Transactions policy as approved by the Board is disclosed on Company’s Website at the web link: http://www.hindujaventures.com/ en/inv/pdf/policy-related-party-transactions.pdf

DIRECTOR’S RESPONSIBILITY STATEMENT:

Your Directors to the best of the knowledge and belief and according to the information, explanation and representation obtained by them and after due enquiry, make the following statements in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013:

i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. that appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of your Company as on March 31, 2015 and of the profit of the Company for the year ended March 31,2015;

iii. that proper and sufficient care to the best of their knowledge and ability has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the annual accounts have been prepared on going concern basis;

v. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

vi. that systems to ensure compliance with provisions of all applicable laws were in place and were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The following directors have resigned from the Board of the Company:

1. Mr. Hemraj Asher (DIN: 00024863), Independent Director with effect from June 05,2014.

2. Mr. Ravi Mansukhani (DIN: 00155193), Alternate Director to Ms. Vinoo Hinduja with effect from August 12, 2014.

3. Ms. Vinoo Hinduja (DIN: 00493148) with effect from January 30, 2015.

4. Mr. Prakash Shah (DIN: 00120671), Independent Director with effect from the close of business hours of April 24, 2015.

The Board places on record its appreciation for the valuable contribution and guidance provided by Mr. Hemraj Asher, Mr. Ravi Mansukhani, Ms. Vinoo Hinduja and Mr. Prakash Shah.

At the ensuing Annual General Meeting of the Company to be held on September 23, 2015, Mr. Ramkrishan P. Hinduja, (Director) will retire by rotation. Mr. Ramkrishan P. Hinduja has not offered himself for re-appointment due to understandable pre-occupations and the vacancy caused by retirement by rotation of Mr. Ramkrishan P. Hinduja, will not be filled up at the ensuing Annual General Meeting to be held on September 23, 2015 or any adjournment thereof. The Board places on record its appreciation for valuable contributions made by him during his tenure.

In accordance with the provisions of Section 161(1) of Companies Act, 2013 ( "the Act ") and Article 124 of the Articles of Association of the Company, Mr. Prashant Asher (DIN: 00274409), Ms. Bhumika Batra (DIN: 03502004) and Mr. Sudhanshu Tripathi (DIN: 06431686) were appointed as Additional Directors with effect from September 23, 2014; March 11,2015 and August 04, 2015 respectively.

The Company has received a notice under Section 160 of the Act along with the requisite deposits proposing the appointment of Mr. Prashant Asher, Ms. Bhumika Batra and Mr. Sudhanshu Tripathi and the resolutions seeking the approval of the Members for appointment of Mr. Prashant Asher, Ms. Bhumika Batra and Mr. Sudhanshu Tripathi have been incorporated in the notice of forthcoming Annual General Meeting of the Company along with the brief details about them.

Appointment of Mr. Prashant Asher and Ms. Bhumika Batra as Independent Directors pursuant to Section 149 and 152 of the Act and Clause 49 of the Listing Agreement are proposed to be made at the forthcoming Annual General Meeting for a term of consecutive five (5) years on non-rotational basis. The Company has received declaration from the said Directors that they meet the criteria for independence in terms of Section 149(6) of the Act.

Mr. Anil Harish (DIN: 00001685) and Mr. Rajendra P. Chitale (DIN: 00015986) who were appointed as Independent Directors for a term of five (5) years at the Annual General Meeting of the Company held on September 22, 2014 have submitted declaration that each of them meets the criteria of independence as laid down under Section 149(6) of the Act and Clause 49 of the Listing Agreement and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The Board of Directors at its meeting held on January 30, 2015 re-appointed Mr. Ashok Mansukhani as Whole-Time Director pursuant to Section 196, 197, 203 and Schedule V of the Act for a period of three years with effect from April 30, 2015 to April 29, 2018. The resolution of re-appointment of Mr. Ashok Mansukhani and payment of remuneration for a period of three years with effect from April 30, 2015 to April 29, 2018 were approved by the members by postal ballot/e-voting on June 22, 2015.

Mr. Amar Chintopanth was appointed as a Chief Financial Officer of the Company under Section 203 of the Act with effect from August 12, 2014.

Mr. Hasmukh Shah was appointed as a Company Secretary of the Company under Section 203 of the Act with effect from January 1, 2015. Further, Mr. Amit Vyas, Company Secretary of the Company has resigned with effect from December 12, 2014.

Accordingly, Mr. Ashok Mansukhani, Whole-Time Director, Mr. Amar Chintopanth, Chief Financial Officer and Mr. Hasmukh Shah, Company Secretary were designated as "Key Managerial Personnel " of the Company.

BOARD MEETINGS HELD DURING THE YEAR:

During the year, Six (6) meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is attached as Annexure "E " to this Report.

BOARD EVALUATION:

The Nomination and Remuneration Committee at its meeting held on November 13, 2014 laid down the criteria for performance evaluation of Independent Directors.

The Board of Directors has carried out an annual evaluation of its own performance, committees and individual directors pursuant to the provision of the Act and under Clause 49 of Listing Agreement.

The Nomination and Remuneration Committee and the Board while reviewing the performance of the Independent Directors, deliberated upon certain criteria such as commitment and guidance, advice and valuable inputs, expertise and knowledge.

The performance of the Board as a whole was reviewed by the Independent Directors relying upon the following parameters:

1) Presentation of detailed vs Key information necessary;

2) Information on financial and operational performance of the Company;

3) Information on Business environment;

4) Board debate and discussion and

5) Board leadership.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a Whole and performance of the Chairman was evaluated, taking in to account the views of Executive Directors and Non-Executive Directors. The same was discussed in the board meeting at which the performance of the Board, its Committees and individual directors was also discussed.

COMPANY’S POLICY ON DIRECTOR’S APPOINTMENT AND REMUNERATION:

The Company’s policy on Director’s appointment and remuneration and other matter provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Board’s Report.

COMPOSITION OF AUDIT COMMITTEE:

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

AUDITORS:

Statutory Auditors:

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. 117366W/W-100018), the Statutory Auditors of your Company, retire at the conclusion of the forthcoming Annual General Meeting of the Company and being eligible offer themselves for re-appointment as per Section 139 of the Act. M/s. Deloitte Haskins & Sells LLP have expressed their willingness to be re-appointed as Statutory Auditors of the Company and has furnished a certificate for their eligibility and consent under Section 141 of the Act and rules framed thereunder. The Board, based on the recommendation of the Audit Committee recommends the appointment of M/s. Deloitte Haskins & Sells LLP as Statutory Auditors of the Company for a period of five years.

The Auditors Report to the Shareholders for the year under review does not contain any qualification.

Cost Auditors:

In accordance with Section 148 of the Act and rules framed there under, the Board of Directors on recommendation of Audit Committee appointed M/s. ABK & Associates, Cost Accountants, (Firm Registration No.000036) as Cost Auditors of the Company for the financial year 2015-2016 to audit the accounts relating to telecommunication activity for the financial year ended March 31, 2016 and has recommended their remuneration to the Shareholders for their ratification at the ensuing Annual General Meeting.

The Audit Committee has also received a certificate from Cost Auditor certifying their independence and arm’s length relationship with the Company.

Secretarial Auditor’s Report:

The Board has appointed Ms. Rupal Jhaveri, Company Secretaries in Whole-time Practice (CP: 4225), to carry out Secretarial Audit under the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2014-2015. The Secretarial Audit Report is annexed as Annexure "I " to this report.

The Secretarial Audit Report for the year under review does not contain any qualification.

CORPORATE SOCIAL RESPONSIBILITY:

Your Company in financial year 2012-13

considering its objective to promote education through Hinduja Foundation, provided financial support to meritorious scholars from the economically weaker section of society to enable them to study and complete their first graduation.

Your Company in financial year 2013-14

considering its objective to promote community healthcare through Hinduja Foundation provided much needed healthcare facility in tribal areas of Thane. The Child Development Services Programme of Government of India has served over 19,247 people and trained more than 15 teachers and over 6,000 children in hygiene and preventive care.

For financial year 2014-15 considering its objective to promote community healthcare, Rs. 40,10,000 has been contributed to implement HVL CSR project of Upgradation of Primary Health Centres.

Hinduja Foundation is collaborating with Additional Collector at Jawahar for Upgrading Primary Health Centres (PHCs) and Basic Health Centres (BHCs) there by strengthening health services in the rural and tribal communities, thus creating a role model project for public private partnership. These PHCs and BHCs are being strengthened in collaboration with the Govt. Health Department.

The Composition of the Corporate Social Responsibility (CSR) Committee and the brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure "J " to this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company i.e. www.hindujaventures.com.

VIGIL MECHANISM/ WHISTLE BLOWER:

In Compliance with Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved Vigil Mechanism/ Whistle Blower Policy and the same is uploaded on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

The mechanism enables the Directors and employees to report their genuine concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct and assures to provide adequate safeguard against victimization of the concerned director or employee.

Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The policy on Vigil Mechanism/ Whistle Blower is available on the Company’s website at the link:http://www.hindujaventures.com/en/inv/pdf/ whistleblower-policy-vigil-mechanism.pdf

RISK MANAGEMENT POLICY:

The Company has formulated a risk management policy so as to identify, quantify and manage all risk and opportunities that may affect the achievement of entity’s strategic and financial goals.

Risk Management within the organization involves reviewing the operations of the organization, identifying potential threats to the organization and the likelihood of their occurrence, and then taking appropriate actions to address the most likely threats.

These risks include but are not limited to financial, legal and operational risk and risks concerning the Company’s reputation and ethical standards.

The key risk factors identified by the Company include but are not limited to the following areas:

* Economic Environment and Market conditions

* Political environment

* Technological obsolescence

* Financial reporting risks

* Finance risk

* Fluctuations in Foreign Exchange

* Legal and Compliance Risk

* Human resource management

The Company strives to mitigate the risk by avoiding risk, transferring risk, reducing risk and retaining the risk.

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-2015:

* No. of complaints received - Nil

* No. of complaints disposed off - Nil

COMMUNICATION AND PUBLIC RELATIONS:

Your Company has on a continuous basis, endeavored to increase awareness among its stakeholders and in the market place about the Company’s strategy, new developments and financial performance as per rules laid down by the Regulatory Authority like SEBI etc.

EMPLOYEES PARTICULARS AND RELATED DISCLOSURES:

Disclosures pertaining 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 is annexed as Annexure "K " and "L " to this report.

GENERAL DISCLOSURES:

1. No significant or material orders were passed by any Regulator or Court or Tribunal, which can have an impact on the going concern status and the Company’s operations in future.

2. There are no material changes and commitments that have occurred between the end of the financial year of the Company and the date of this report.

ACKNOWLEDGEMENTS:

Your Board takes this opportunity to thank the Company’s employees, customers, vendors, business partners, shareholders and bankers for the faith reposed in the Company and also to thank various regulatory authorities and agencies for their support and looks forward to their continued encouragement.

For and on behalf of the Board of Directors

Place : Mumbai Ashok P. Hinduja Date : August 4, 2015 Executive Chairman

Annexure "E " to the Boards’ Report


Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the Directors'' Report for the year ended 31st March 2014 and the Twenty-Nineth Annual Report of your Company.

FINANCIAL RESULTS

(Rs in Lacs) Consolidated For the year ended 31st March 2014 2013

Total Income 77,348.60 70,196.16

Total Expenses 87,152.00 58,737.74

(Loss) / Profit before tax (9,803.40) 11,458.42

Provision for tax (incl. deferred tax) 4,143.70 2,784.17

(Loss) / Profit after tax (5,659.70) 8,674.25

Minority Interest (5,679.79) 652.03

Profit After Minority Interest 20.09 8,022.22

Standalone For the year ended 31st March 2014 2013

Total Income 10,653.86 9,452.42

Total Expenses 1,900.93 1,101.03

(Loss) / Profit before tax 8,752.93 8,351.39

Provision for tax (incl. deferred tax) 549.96 676.81

(Loss) / Profit after tax 8,202.97 7,674.58

Minority Interest – –

Profit After Minority Interest 8,202.97 7,674.58

REVIEW OF INDIAN ECONOMY

As per the Monetary Policy Statement of Reserve Bank of India for 2014-15, ''Real'' GDP growth is expected to pick up from a little below 5% in 2013-14 to a range of 5% to 6% in 2014-15 though with downside risks to the central estimate of 5.5%. Easing of domestic supply bottlenecks and progress on the implementation of stalled projects already cleared should contribute to growth and stronger anticipated export growth as the world economy picks up. Despite some positive movement in more recent data, industrial activity continues to be a drag on the economy, with retrenchment in both consumption and investment demand refected in the contraction of output of consumer durables as well as capital goods. Indian ratings maintains a stable outlook on state government finances, as it expects consolidated state finances to remain resilient to the ongoing economic slowdown. Uncertain forecast of Monsoon and erratic rains could be a dampener.

REVIEW OF FINANCIALS

On a Consolidated basis, your Company registered a growth of 10.19% in income to reach R 77,348.60 Lacs from R 70,196.16 Lacs during the year. EBIDTA decreased from R 22,713.60 Lacs to R 14,410.90 Lacs. Net Profit after Taxes and Minority Interest reduced from R 8,022.22 Lacs to R 20.09 Lacs.

The Standalone results refect a strong performance buoyed by Treasury gains. Total Income grew by 12.71% from R 9,452.52 Lacs to R 10,653.86 Lacs. Net Profit after Tax grew by 6.88% from R 7,674.58 Lacs to R 8,202.97 Lacs.

DIVIDEND

The Board is pleased to recommend Dividend payment of R 15/- per Equity Share (150% Dividend on face value of R 10/- per Equity Share) for financial year 2013-14. The current year Dividend will result in a payout of R 3,607.34 Lacs including Dividend Distribution Tax, representing 43.98% of the current year earnings.

TRANSFER TO RESERVES

The Company proposes to transfer R 820.30 Lacs to the General Reserve as required under Transfer to General Reserve Rules and to carry forward an amount of R 49,574.80 Lacs as Balance in the Statement of Profit and Loss.

REAL ESTATE

The Company continues to pursue its efforts in seeking clearance for the development of its real estate in Bengaluru including attending the legal suits related to title in respect of 47.2 acres land. Your company has obtained an order of temporary injunction restraining Mr. Bharat Patel and his agents/men from alienating or in any way encumbering the property at Devanahalli.

Your Company through IDL Speciality Chemicals Ltd. a wholly owned subsidiary had acquired 4.75 acres of land in Hyderabad at a price of R 5.00 crores per acre. As of 31st March 2014, the reckoner rate of land stands as R 12.00 crores per acre, registering an unrealised gain of 126% based on reckner rate.

INVESTMENTS

Hinduja Energy (India) Limited:

India is the ffth largest producer and consumer of electricity in the world, after China, US, Russia and Japan. Power generation has grown more than 100 fold since independence, while demand growth has been even higher due to accelerated economic activity. The total installed capacity in the country crossed 250 GW, out of which close to 69% is thermal power generation capacity. Private sector contributes over 35% of this capacity while rest belongs to central as well as state utilities. It is expected that the contribution of private sector shall continue to increase. The sector went through a sluggish phase for the last 2-3 years due to policy uncertainties and fuel shortage. However, the new central government has taken certain constructive measures to mobilise the projects that have been delayed/ stalled for various reasons. Emphasis is being given on assured fuel availability and incentives are being given for renewable energy sector. This has already started boosting the confdence of the investors. Hinduja Group with its vision to achieve 10,000 MW capacity wants to be a significant private sector player in the Indian power sector.

HNPCL''s Greenfield 1040 MW Thermal Power Project in Visakhapatnam is expected to get commissioned in FY 15 thus creating value for its investors from this year onwards. The Company in the process has developed a competent project execution team with strong techno-commercial expertise for future power projects. HEIL through its joint venture company Steag O&M Company Ltd is also developing a team for the Operations & Maintenance (O&M) of the Vizag Power Project, that will be further augmented to carry out the O&M of the future power projects of the Group as well as other third party power projects outside the Group.

During the year, power investments were consolidated into the Company by acquisition of shares of HEIL from its subsidiary Grant Investrade Limited. This has released much needed capital in Grant Investrade Limited level to develope its new Media business by deploying Headend In the Sky technology.

SUBSIDIARIES

Media:

Grant Investrade Limited (GIL):

GIL had applied for Headend In the Sky (HITS) permission, which was granted during the year, by the Ministry of Information & Broadcasting. GIL now awaits the wireless operational license. The Company has capitalised GIL with R 100 crore Preference Capital to spearhead the HITS business.

With the mandate of Digitalization from the Government of India, a number of cable operators fnd themselves having to move from a B2B model to a B2C model which is now consumer centric. Apart from considering their financial resources and size, they will fnd it diffcult to be able to muster and provide quality digital services with multiple choices to their customers and compete with other providers like Direct to Home (DTH) who have well established customer friendly services.

Considering the above, your Company thought it appropriate to launch a "White Lable Service" model to the large number of cable operators through a HITS model, through this the company would provide quality backend services stipulated by TRAI. GIL is expected to fll the gap and supplement Cable operations especially in Phase III and IV and grow instantly throughout India. GIL has commenced project activities for launch of HITS platform and the business is expected to go live by March 2015.

IndusInd Media & Communications Limited (IMCL):

IMCL needs funds for consolidation in Phase I and Phase II and to digitalise network in Phase III and Phase IV. Hence for providing funding support your Company has made an investment of R 10,000 Lacs in IMCL by purchasing 10%, Redeemable Cumulative Preference Shares of R 10/-.

IMCL successfully completed digitization of its networks in Phase I and II of the Governments mandatory digitization process. IMCL now provides digital service to its subscribers in over 21 cities.

IMCL consolidated EBIDTA for the year stood at R 2,606.81 Lacs as against R 14,114.78 Lacs in the previous year Consolidated Total Income grew by 4.43% from R 61,061.95 Lacs to R 63,891.65 Lacs.

IMCL has over 2.3 million digital customers and plans to convert its entire base of customers to digital in the next 2 years.

The IMCL infrastructure is adequately geared to meet the opportunity presented by mandatory Digital Addressable System (DAS) and is currently supported by 10,000 kms of hybrid fbre optic cable network, which includes 2,000 kms of underground fbre.

IMCL has announced various packages in its digital platform and also commenced High Defnition TV services (HD). IMCL remains committed to its customers to bring out the best of the technology for digital viewing over its cable networks. It now offers over 350 Standard Defnition channels (SD) and over 20 High defnition channels (HD) in key markets under the brand name INDIGITAL. There are also plans to introduce Value Added Services (VAS) digital cable.

Synergy in Media Business:

All back-end services viz. CAS, SMS, IT [Corporate & network] will be provided by the HITS platform to IMCL. GHITS will also provide specialist services like "TV Everywhere" and "Value-Added Services" (VAS) to IMCL.

1. IMCL will not need to incur capital expenditure for the back-end and upgrade costs to digital head-ends. IMCL will also benefit from lower operating costs for:

a. DHE manpower & operation, including AMCs where applicable

b. Back-end staffng

c. Administrative expenses

d. Power & fuel

e. Multi-lingual call centre set-up costs & operation

2. There will be additional savings on administrative expenses by combining of functions like HR, legal etc.

3. IMCL will be the anchor customers for the HITS platform. IMCL will provide HITS platform the ready customer base it requires that will enable HITS platform to break even much faster.

FUTURE OUTLOOK – MEDIA & CABLE TV SECTOR

In calendar year 2013, the Indian Media & Entertainment (M&E) industry registered a growth of 11.8% over 2012 and touched INR 918 billion.

Overall growth remained muted, largely caused by the slowdown of the Indian economy. The

economic slowdown impacted advertising revenue dependent sectors such as TV and print the depreciation in the rupee also affected print, cable and DTH companies adversely but helped export oriented sectors such as animation and VFX to some degree. At the same time, this was countered by the impact of continued digitization of media products and services, and growth in regional media.

Digitization of cable saw progress of Television industry moving in the right direction, with the mandatory Digital Access System (DAS) rollout almost complete in Phase II cities. The impact was felt to the extent that carriage fees saw a reduction of 15-20% overall, however the anticipated increase in ARPUs and subscription revenues for broadcasters and MSOs (Multi System Operators) is expected to be realized only over the next 2-3 years. Broadcaster revenue also increased by 35-40%, however also revenue has only increased marginally, as the DAS environment is still settling down.

ARPUs are expected to gradually increase over the next 2 years. Other key highlights in 2013 were the inclusion of LC1 (less than class I) markets in TV ratings, the 12 minute advertising cap ruling and the shift from TRP to TVT ratings. The recent Telecom Regulatory Authority of India regulation on dissolution of aggregators for Broadcast channels is likely to allow more fexibility in packaging.

Year 2013 was a year in which many parts of the M&E industry paused and took stock. Focus shifted from top line growth to bottom line growth with companies focusing on operations and effciency. Inspite of a very challenging macro environment, the industry grew 12%, a far better performance than many other industries. The structural changes taking place in the industry especially in television and digital, continued to take the industry down the path of fulfilling its potential.

Broadcasting & Distribution:

- The benefit of Phase I and Phase II digitalization in terms of growth in subscription revenues is expected to be seen over 2014 and 2015.

- Growth is expected to be driven, through packaging in subscription revenues, while carriage costs are expected to rationalize in metro markets.

Distribution:

- Phase I of cable digitalization kick-started and met with varying degrees of success in the four metros. However, the consumer has warmed up to the concept of digitalization.

- Phase II has already started. Out of the 38 cities identified for Phase II digitalization, approximately 80% of C&S households are already digitalized and the balance are likely to be completed in next six months.

On the new digital environment, MSOs also will have the capability to directly add the Customer. LCOs will be crucial to customer interactions and day-to-day management. Therefore LCOs relationship management remains crucial for MSOs. With 74% FDI recently granted to digital cable sector, there is increasing interest of private equity funds and foreign investment in these sectors.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8th February, 2011 has provided general exemption from compliance with Sub-Section 212(8) of the Companies Act, 1956. In view of the exemption from compliance of section 212(8) of the Act, the Balance Sheet, the Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said general approval, is disclosed in Note No. 32 of Consolidated Financial Statements.

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CORPORATE SOCIAL RESPONSIBILITY

Your Company through Hinduja Foundation, has provided much needed healthcare facility through Hinduja Foundation in tribal areas of Thane district. The Scheme has been sanctioned by National Committee for Promotion of Social and Economic Welfare. The healthcare services through mobile medical vans are planned to be expanded to neighboring parts of Mokhada, Wada and Bhiwandi Talukas which will operate in concert with the Integrated Child Development Services Programme of Government of India. During the one year of its operations the program has served over 19,247 people and trained more than 15 teachers and over 6,000 children in hygiene and preventive care.

COMMUNICATION AND PUBLIC RELATIONS

Your Company has on a continuous basis, endeavored to increase awareness among its stakeholders and in the market place about the Company''s strategy, new developments and financial performance as per rules laid down by the Regulatory Authority like SEBI etc.

Brand building of the organization is being given impetus and your Company is poised to achieve positive results out of these efforts.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

The Chief Executive officer (CEO) and Chief Financial officer (CFO) certification as required under clause 49 of the Listing Agreement and the Chief Executive officer''s declaration about the code of conduct are furnished in "Annexure – A" and "Annexure A-1" to this report.

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

Considering the nature of the business of your Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development & Technology Absorption pursuant to Section 217(1) (e) of the Companies Act, 1956 during the year under review.

The details of Foreign Exchange and outgo are given in "Annexure – B" to this report.

EMPLOYEES PARTICULARS

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Rules, 2011 as amended, is annexed as "Annexure – C" to this report.

CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreement, a detailed report on Corporate Governance is annexed as "Annexure – D" to this report.

The Statutory Auditors of your Company have examined the Company''s compliance with regulations and have certified the same as required under the Listing Agreement. The certifcate is annexed as "Annexure – E" to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to industry trends, company performance, SWOT analysis, business outlook etc. is annexed as "Annexure – F" to this report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

INTERNAL CONTROL SYSTEM AND ITS AD- EQUACY

The Company maintains an adequate system of internal control to ensure that all assets are safeguarded against loss from unauthorised use or disposition. Company policies, guidelines and procedures are in place to ensure that all transactions are authorised, recorded and reported correctly.

DIRECTORS

Mr. R.P. Hinduja, Director of your Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Appointment of Mr. Anil Harish, Mr. Prakash Shah, Mr. R.P. Chitale and Mr. H.C. Asher as Independent Directors pursuant to Section 149 and 152 of the Companies Act, 2013 are proposed to be made at the forthcoming Annual General Meeting for a term of consecutive five years. Pursuant to Section 149 and 152 of Companies Act, 2013, Independent Director will not be liable to retire by rotation.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 your Directors, based on the information and documents made available to them, confirm that:

(i) in the preparation of annual accounts for year ending 31st March 2014, the applicable accounting standards have been followed;

(ii) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of your Company as on 31st March 2014 and of the Profit of your Company for the year ended 31st March 2014;

(iii) proper and suffcient care to the best of their knowledge and ability has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on going concern basis.

COST AUDITORS

The Board of Directors has re-appointed M/s. ABK & Associates, Cost Accountants, as Cost Auditors to audit the accounts relating to telecommunication activity for the financial year ended March 31, 2015.

STATUTORY AUDITORS

M/s Deloitte Haskins & Sells LLP, Chartered Accountants, the Statutory Auditors of your Company, retire at the conclusion of the forthcoming Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The Board recommends the appointment of the Auditors.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank the Company''s employees, customers, vendors, business partners, shareholders and bankers for the faith reposed in the Company and also to thank various regulatory authorities and agencies for their support and looks forward to their continued encouragement.

For and on behalf of the Board of Directors

Place : Mumbai Ashok P. Hinduja Date : 29th May, 2014 Executive Chairman


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the Directors'' Report for the year ended 31st March 2013 and the Twenty Eighth Annual Report of your Company.

FINANCIAL RESULTS

(Rs.in Lacs)

Consolidated Standalone

For the year ended 31st March 2013 2012 2013 2012

Total Income 70,196.16 56,304.60 9,452.42 9,011.01

Total Expenses 58,737.74 39,321.36 1,101.03 1,636.17

Profit before tax 11,458.42 16,983.24 8,351.39 7,374.84

Provision for tax (incl. deferred tax) 2,784.17 4,706.62 676.81 872.27

Profit after tax 8,674.25 12,276.62 7,674.58 6,502.57

Minority Interest 652.03 2,230.21

Profit After Minority Interest 8,022.22 10,046.41 7,674.58 6,502.57

REVIEW OF INDIAN ECONOMY

As per the monetary policy statement for 2013- 2014, the Reserve Bank of India has computed the cumulative GDP growth at an average of 5% against 6.6% a year back. With the progressive fall in industrial production, the growth rate for the current period has come down to 0.09% in April 2013 from February 2013. Inventory and capacity utilization remains flat. The composite Purchasing Manager Index (PMI) encompassing manufacturing and services had fallen to a seventeen month low in March 2013, but headline inflation as measured by wholesale price index moderated to an average of 7.3% in 2012-2013 from 8.9% in the earlier year. Retail inflation driven by food inflation averaged 10.2%. Corporate performance has shown significant deceleration. The current account deficit touched 6.7% in Quarter 3 of 2012-2013. In the light of all this, RBI has estimated baseline GDP growth at 5.7% for the next year. The greatest risk to the Indian economy continues to be the extremely high current account deficit. In the light of this scenario, while RBI has taken certain monetary measures to stimulate the economy, industrial revival will require greater facilitation in terms of effective policy measures to stimulate private investment.

REVIEW OF FINANCIALS

On a Consolidated basis your Company registered a growth of 24.67% in Income to reach r 70,196.16 Lacs from r 56,304.60 Lacs during the year. EBIDTA increased from r 21,969.33 Lacs to r 22,713.60 Lacs. Net Profit after Taxes and Minority Interest reduced from r 10,046.41 Lacs to r 8,022.22 Lacs.

The Standalone results reflect a strong performance buoyed by Treasury gains. Total Income grew by 4.90% from r 9,011.01 Lacs to r 9,452.42 Lacs. Net Profit after Tax grew 18.02% from r 6,502.57 Lacs to r 7,674.58 Lacs.

DIVIDEND

The Board is pleased to recommend Dividend payment of r 15/- per Equity Share (150% Dividend on face value of r 10/- per Equity Share) for the financial year 2012-13. The current year Dividend will result in a payout of r 3,607.34 Lacs including Dividend Distribution Tax, representing 47% of the current year earnings.

TRANSFER TO RESERVES

The Company proposes to transfer r 767.46 Lacs to the General Reserve as required under Transfer to General Reserve Rules and to carry forward an amount of r 45,799.47 Lacs as balance in the Statement of Profit and Loss.

REAL ESTATE

The Company continues to pursue its efforts in seeking clearance for the development of its real estate in Bengaluru including attending the legal suits related to title in respect of 47.2 acres land. The land was purchased at r 0.14 crores per acre and today the reckoner rate of land value stands at r 3.08 crores per acre. Post clearance of all the issues, the Company will take up development of the property.

Your Company through its wholly owned subsidiary had acquired 4.75 acres of land in Hyderabad at a price of r 5.00 crores per acre. As of 31st March 2013, the reckoner rate of land stands as r 12.1 crores per acre, registering an unrealised gain of 142%.

INVESTMENTS

During the year under review, your Company has made further investment of r 16,211.00 Lacs in Hinduja Energy (India) Limited through its wholly owned subsidiary Grant Investrade Limited. Hinduja Energy (India) Limited''s subsidiary Hinduja National Power Corporation Limited is expected to go on stream during this financial year. It is setting up a 1040 MW coal based power plant at Vizag in Andhra Pradesh, India.

SUBSIDIARIES

Media:

IndusInd Media & Communications Limited (IMCL):

IMCL moved on in 2012-13 with the cable digitalization mandated by Government in a Phasewise manner. During the Ist phase of Digitalization, IMCL covered 3 cities (out of four metros mandated) and converted all the targeted analogue homes to digital. In the cities of Mumbai, Delhi and Kolkata, IMCL now offers only a digital signal for TV viewing.

IMCL has expanded the geography and network to 36 cities. The consolidation plans continued with Phase II. In the IInd Phase of Digitalization, IMCL is present in 15 cities, out of the Government mandated 38 cities list. IMCL already has over 2.3 million digital customers and plans to convert the entire base of 8.5 million customers to digital in the next 2 to 3 years. It will also give a significant push to Internet over cable services during the coming year.

IMCL consolidated EBIDTA for the year stood at r 14,114.78 Lacs as against r 14,563.48 Lacs. Consolidated Total Income grew by 26.82% from r 48,146.68 Lacs to r 61,061.95 Lacs.

IMCL has announced its various packages in the digital platform and also commenced the High Definition TV services (HD) in certain key markets. IMCL remains committed to its customers to bring out the best of the technology for viewing digitally over the cable networks. It now offers over 350 Standard Definition channels (SD) and over 20 High Definition channels (HD) in key markets under the brand name INDIGITAL. There are also plans to introduce Value Added Services (VAS) in digital cable.

The IMCL infrastructure is adequately geared to meet the opportunity presented by mandatory Digital Addressable System (DAS) and is currently supported by 10,000 km of hybrid fibre optic cable network, which includes 2,000 km of underground fibre.

IMCL has already achieved the first success of digitalization. However, IMCL feels that Government and Regulator have to consider some vital issues, such as:

- Providing infrastructure status to the cable industry.

- Access to domestic funding is critical for successive phases of digitalization.

- Customs duty on set top boxes has been doubled to 10%. Government indicated that this has been done in order to provide a boost to indigenous manufacturers. Incentives and subsidies to local manufacturers would be important to enable them to be more cost- competitive vis-a-vis imported boxes, thus keeping the price of the STB lower for the Consumer.

- Reduction in customs duty on digital headend equipments and set top boxes will provide a boost to the digitalization initiative.

FUTURE OUTLOOK - MEDIA & CABLE TV SECTOR

The Indian Media & Entertainment (M&E) industry grew from INR 728 billion in 2011 to INR 821 billion in 2012, registering an overall growth of 12.6%. Given the impetus introduced by digitalization, continued growth of regional media, strength in the film sector and fast increasing new media businesses, the industry is estimated to achieve a growth rate of 11.8% in 2013 to touch INR 917 billion. The sector is projected to grow at a healthy CAGR of 15.2% to reach INR 1,661 billion by 2017.

In 2012, the television industry commenced its journey down a game-changing path with the seeds planted for sweeping changes that would significantly change in the way business is done. Digitalization of cable is expected to bring in transparency and increase subscription revenues for Multi-System Operators (MSOs), broadcasters and higher taxes for Government. Developments and refinements in viewership measurement systems may affect the way advertising is distributed among channels.

In itself, 2012 was a challenging year for the industry, with companies conserving capital and cutting advertisement spends in the face of a soft macro-economic environment. Against this backdrop, leading players and networks stood out as they managed to perform better than fringe and niche players. The TV sector also witnessed consolidation and exits, paving way for a more sustainable, profitable future.

Despite the current challenges, the long-term outlook remains positive and India continues to remain a key strategic market for leading international broadcasters and national MSOs.

The television industry in India is estimated at INR 370 billion in 2012 and is expected to grow at a CAGR of 18% over 2012-17, to reach INR 848 billion in 2017. Aided by digitalization and the consequent increase in ARPUs (Average Revenue Per User), the share of subscription revenue to the total industry revenue is expected to increase from 66% in 2012 to 72% in 2017.

Paid Cable & Satellite (C&S) penetration of TV households is expected to increase to 91% by 2017:

The number of C&S households in India increased by 11 million in 2012 to reach 130 million. Excluding DD Direct, the number of paid C&S households is estimated to be 121 million. This paid C&S base is expected to grow to 173 million by 2017, representing 91% of TV households.

Broadcasting & Distribution:

- The benefit of Phase I and Phase II digitalization in terms of growth in subscription revenues is expected to be seen over 2013 and 2014.

- Growth is expected to be driven by a sharp increase in subscription revenues, while carriage costs are expected to rationalize in metro markets.

Distribution:

- Phase I of cable digitalization kick-started and met with varying degrees of success in the four metros. However, the consumer has warmed upto the concept of digitalization.

- Phase II as already started. Completion of Phase II digitalization is likely to get delayed by 3 to 6 months. Out of the 38 cities identified for phase II digitalization, approximately 80% of C&S households are already digitalized.

With the eventual control of the subscriber moving to MSOs post digitalization, the distribution industry is expected to see a power shift towards MSOs. Local Cable Operators (LCOs) are expected to take up the role of servicing agents while MSOs control the infrastructure and generate bills through a subscriber management system, ideally a prepaid model.

However, even as MSOs may have control of the subscriber, LCOs will be crucial to customer interactions and day-to-day management. Therefore LCOs relationship management remains crucial for MSOs. With 74% FDI recently granted to digital cable sector, there is increasing interest of private equity funds and foreign investors in these sector.

GRANT INVESTRADE LIMITED (GIL) - HITS LICENSE

With the mandate of Digitalization from the Government of India, a number of cable operators find themselves in a very strange position having to move from a B2B model to a B2C model which is now consumer centric and apart from considering their financial resources and size, will find it diffi- cult to be able to muster and provide quality digital services with multiple choices to their customers and compete with other providers like Direct to Home (DTH) who have well established customer friendly services.

Considering the above, your Company thought it appropriate to launch a "pure service" model to the large number of cable operators through a HITS (Head-end in the Sky) model through this the Company would provide world renowned and quality backend services stipulated by TRAI. Accordingly, GIL, the wholly owned subsidiary of the Company had applied for a HITS license with The Ministry of Information and Broadcasting (MIB) in the month of November 2012. The license is in the final stages of approval.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8th February, 2011 has provided general exemption from compliance with Sub-Section 212(8) of the Companies Act, 1956. In view of the exemption from compliance of section 212(8) of the Act, 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. Financial information of the subsidiary companies as required by the said general approval, is disclosed in Note No. 31(A) of Consolidated Financial Statemens.

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

CORPORATE SOCIAL RESPONSIBILITY

Your Company through Hinduja Foundation under project approved by the National Committee for Promotion of Social and Economic Welfare, is successfully implementing its mobile health care project targeting the rural poor in tribal areas of Thane district, North Maharashtra. The mobile medical units operate in a planned journey cycle along the interior village roads and provide primary healthcare services and healthcare education on specified days in a week. They also provide more advanced referral services in tandem with mobile hospital unit of P. D. Hinduja National Hospital & Medical Research Centre. During the one year of its operations the program has served over 40,000 people and trained more than 15 teachers and over 10,000 children in hygiene and preventive care.

COMMUNICATION AND PUBLIC RELATIONS

Your Company has, on a continuous basis, endeavored to increase awareness among its stakeholders and in the market place about the Company''s strategy, new developments and financial performance as per rules laid down by the Regulatory Authority like SEBI etc.

Brand building of the organization is being given impetus and your Company is poised to achieve positive results out of these efforts.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

The Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification as required under clause 49 of the Listing Agreement and Chief Executive Officer''s declaration about the code of conduct are furnished in "Annexure-A" and "Annexure-A-1" to this report.

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

Considering the nature of the business of your Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development & Technology Absorption pursuant to Section 217(1)(e) of the Companies Act, 1956 during the year under review.

The details of Foreign Exchange and outgo are given in "Annexure-B" to this report.

EMPLOYEES PARTICULARS

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Rules, 2011 as amended, is annexed as "Annexure-C" to this report.

CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agree- ment, a detailed report on Corporate Governance is annexed as "Annexure-D" to this report.

The Statutory Auditors of your Company have examined the Company''s compliance with regulations and have certified the same as required under the Listing Agreement. The certificate is annexed as "Annexure-E" to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to industry trends, company performance, SWOT analysis, business outlook etc. is annexed as "Annexure-F" to this report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company maintains an adequate system of internal control to ensure that all assets are safeguarded against loss from unauthorised use or disposition. Company policies, guidelines and procedures are in place to ensure that all transactions are authorised, recorded and reported correctly.

DIRECTORS

Mr. Ashok P. Hinduja was re-appointed as an Executive Chairman of the Company for the period of three years with effect from 1st October 2010. His tenure will be expiring on 30th September 2013. The Board of Directors in its meeting held on 16th May 2013 has recommended him for re-appointment as an Executive Chairman of the Company for a further period of five years with effect from 1st October 2013.

Ms. Vinoo Hinduja was appointed as an Additional Director by the Board on 30th October 2012. Being an Additional Director appointed by Board, her appointment as a Director would require approval of the shareholders as she would hold office upto the date of this Annual General Meeting under section 260 of the Companies Act, 1956.

Mr. Prakash Shah and Mr. R. P. Chitale, Directors of your Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Dheeraj G. Hinduja, Director has resigned from the Board effective 26th October 2012. The Board places on record its deep sense of appreciation for the invaluable contributions made by Mr. Dheeraj G. Hinduja during his tenure as director of the Company.

Mr. Ravi Mansukhani, Alternate Director to Mr. Dheeraj G. Hinduja ceased to be an Alternate Director due to resignation of Mr. Dheeraj G. Hinduja effective 26th October 2012 and appointed as an Alternate Director to Ms. Vinoo Hinduja with effect from 30th October 2012.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 your Directors, based on the information and documents made available to them, confirm that:

i) in the preparation of annual accounts for year ending 31st March 2013, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of your Company as on 31st March 2013 and of the profit of your Company for the year ended 31st March 2013;

iii) proper and sufficient care to the best of their knowledge and ability has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

COST AUDITORS

In conformity with the directives of the Central Government, the Company has appointed M/s. ABK & Associates, Cost Accountants, Mumbai as the Cost Auditors under Section 233B of the Companies Act, 1956, for the audit of cost accounts for the Telecommunications Activity of the company for the financial year ended 31st March 2013.

Pursuant to the General Circular No. 43/2012 dated December 26, 2012 read with General Circular Nos. 18/2012 dated July 26, 2012 and 8/

2012 dated May 10, 2012 (as amended on June 29, 2012), the Ministry of Corporate Affairs has allowed the Companies concerned to file their Cost Audit reports for the Financial year 2012- 13 (including the reports relating to any previous year(s)) with the Central Government in the XBRL mode, within 180 days from the close of the company''s financial year to which the report relates. Accordingly the Cost Audit report for the financial year 2012-13 is due for filling with the Ministry of Corporate Affairs within 180 days (i.e. 27th September, 2013). Necessary action is being taken to file the Report as required.

STATUTORY AUDITORS

M/s Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of your Company, retire at the conclusion of the forthcoming Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The Board recommends the appointment of the Auditors.

ACKNOWLEDGEMENTS:

Your Board takes this opportunity to thank the Company''s employees, customers, vendors, business partners, shareholders and bankers for the faith reposed in the Company and also to thank various regulatory authorities and agencies for their support and looks forward to their continued encouragement.

For and on behalf of the Board

Place : Mumbai Ashok P. Hinduja

Date : 16th May, 2013 Executive Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Director's Report for the year ended 31st March 2012 and Twenty Seventh Annual Report of your company.

FINANCIAL RESULTS

(Rs. in million)

Consolidated Standalone

For the year ended 31st March 2012 2011 2012 2011

Total Income 5,630.46 4,752.92 901.10 834.78

Total Expenses 3,932.14 3,383.57 163.62 159.44

Profit before tax 1,698.32 1,369.35 737.48 675.34

Provision for tax (incl. deferred tax) 470.66 277.21 87.22 99.24

Profit after tax 1,227.66 1,092.14 650.26 576.10

Minority Interest 223.02 226.43 - -

Profit After Minority Interest 1,004.64 865.71 650.26 576.10

REVIEW OF FINANCIALS

After two consecutive years of more than 8.4% economic growth rates registered in the years 2009 & 2010, the business cyclic returned in the year 2012. The estimates of double digit growth rates by various economists proved at best estimated and the growth rate slowed down by 2.1% to register a growth rate of 6.9%. Though the growth rate has come down from near double digit growth to 6.5% - 7%, the good part is that India still remains a consumption story. The slowdown in economy was on account of efforts by RBI to contain inflation by increasing key rates which impact the cost of money. With the monetary easing now expected in coming quarters, the cost of money is expected to come back to lower levels. This is expected to bring growth rates back to double digit levels. In the back-drop of monetary tightening resulting in lower growth rates, your Company's performance was highly satisfactory.

On a consolidated basis your Company registered a growth of 18.46% in Income to reach Rs. 5,630.46 mn from Rs. 4,752.92 mn during the year. EBIDTA grew from Rs. 1,647.38 mn to Rs. 2,051.98 mn, registering a growth of 24.56%. Net Profit after Taxes and Minority grew from Rs. 865.71 mn to Rs. 1,004.64 mn, a growth of 16.05%. The Net Profit Rate growth was lower on account of taxes at Subsidiary levels, which lost tax shield on account of past losses. Taxes increased from Rs. 277.21 mn to Rs. 470.66 mn. The standalone results also continued its strong performance buoyed by Treasury gains. Total Income grew by 7.94% from Rs. 834.78 mn to Rs. 901.10 mn. Net Profit After Tax grew 12.87% from Rs. 576.10 mn to Rs. 650.26 mn.

DIVIDEND

Your Company believes in a balanced payout of Dividend to reward shareholders between future requirement of funds and performance of the Company. Considering strong performance of the Company, the Board is pleased to enhance Dividend payout from Rs. 12.50/- to Rs. 15/- (150% Dividend on face value of Rs. 10/- per Equity Share), an increase of 20% over previous years. Enhanced dividend payment will entail payout of Rs. 358.35 mn. The Dividend payout works out to 55.11% of current year earnings including Dividend Distribution Tax.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 65.02 mn to the General Reserve as required under Transfer to General Reserve Rules and carry forward an amount of Rs. 4,249.96 mn as Balance in the Profit & Loss account.

REAL ESTATE

The real estate market exhibited a strong recovery and continued its buoyant journey. The value of the property owned by the company at Bangalore in the vicinity, as per the Government stamp duty ready reckoner rates now stands at Rs. 2.25 crores per acres. The value as per the current stamp duty value rates stands at Rs. 106.20 crores and an approximate market value of property is estimated at Rs. 143.31 crores. The Company owns 47.2 acres of real estate land at Bangalore. To complete the registration of title in the name of the Company, the Company has fled a suit for transfer of title. Post clearance of all the issues, the Company will take up development of the property.

INVESTMENTS

During the year under review, your Company has made an investment in Hinduja Leyland Finance Limited by acquiring 8.9% of equity of the company.

Your Company has also invested Rs. 250 mn in Hinduja Energy India Limited through its wholly owned subsidiary Grant Investrade Limited.

SUBSIDIARIES

Media:

IndusInd Media and Communications Limited (IMCL):

During the year, IMCL consolidated its operations by focusing on acquisitions made during the past years. The acquisitions made in the past have expanded the geography of IMCL to 34 centres now. The current year strong performance of IMCL refects the consolidation presented by its past acquisitions.

IMCL consolidated EBDITA for the year stood at Rs. 1,350.32 mn as against Rs. 1,108.20 mn registering a growth of 21.85 % in otherwise flat market conditions. Consolidated Total Income grew by 17.46% from Rs. 4,099.11 mn to Rs. 4,814.67 mn.

During the year, IMCL took majority stake in two more entities and grew organically in few other geographies. The total subsidiaries of IMCL now stand at 16 and one equal venture of 50:50% each. By virtue of majority holding by IMCL, these entities have become indirect subsidiaries of the Company.

IMCL is waiting on the cusp of digital revolution being ushered in by the Government's mandated policy of digitizing cable networks. The Digital Addressable System (DAS) is being introduced by the Government from 1st November 2012 in four phases for the entire country. This offers an unique opportunity for IMCL to make all its subscribers addressable and transparent and to improve its subscription revenues manifold. In the current year, as per mandatory digitization, the four metros are expected to go digital. IMCL has presence in three out of the four metros, excluding Chennai.

IMCL's reach as per estimates stands at 8.5 mn cable homes in 34 cities. IMCL’s target is to have around 10 mn digital addressable customers in next 4-5 years. This year IMCL also commenced the High Definition TV services (HD) in certain key markets and remains committed to its customers to bring out best of the technology breed for viewing through digital over cable networks. It now offers 380 digital channels under the brand name INDIGITAL, being the highest number of channels offered by any cable network.

New Value Added Services (VAS) in digital cable will also start this year. IMCL infrastructure is adequately geared up to meet the opportunity presented by mandatory DAS and is currently supported by 10,000 km of hybrid fibre optic cable network, which includes 2,000 km of underground fibre.

On the Broadband side, IMCL has deployed new technology of GEpon and EOC which provides bandwidth speeds of over 8 Mbps to 10 Mbps at affordable prices. This will put IMCL’s Broadband technology at par with telecom players. The services that will be supported include video multi-casting, Voice on Demand (VoD), high speed interactive gaming, audio and video conferencing, IP telephony, distance learning, etc.

FUTURE OUTLOOK - MEDIA & CABLE TV SECTOR

The Media & Entertainment (M & E) industry is poised for a new digital growth. Every segment within the industry ecosystem is getting impacted by digitalization in a significant way. The Government's push towards digitalization and addressability for cable television by 2014 in the form of mandatory DAS is expected to provide an impetus to digital cable growth and transparent business models for corporate business houses in cable TV distribution.

Convergence between entertainment, information and telecommunication is increasingly impacting India's overall M & E sector. Significant advancement in media devices over the last decade ensures that the same content can now be accessed on a variety of media platforms. This implies that new business models and revenue streams, not only for content providers, but also for the distribution sector as well will be opened up. Cable TV distribution, especially MSOs will be one of the key winners and become very significant in the new media ecosystem in view of implementation of DAS.

The Rs. 270 bn Indian cable sector is the third largest in the world after China and US. The number of TV homes in India grew from ~120 mn in 2007 to ~148 mn TV homes currently. The TV viewing experience has changed a great deal over the last few years with the upcoming broadcasters producing differentiated and niche content like reality shows, food channels and more. The number of channels available has more than doubled to 800 plus channels, offering viewers more choice than they could ask for.

With a strong distribution networks spread across the country, cable and satellite has penetrated 92% of TV homes to reach 136 mn homes in 2011 at 16% CAGR (2007-2011). Total Cable & Satellite (C & S) homes are expected to reach 166 mn by 2015. Much of the growth will come from digital cable. Mandatory digitisation will provide a thrust to digital cable to increase its reach. The deep penetrated analogue reach will help digital cable operators capture this opportunity much faster. Digital cable subscriber base should witness 31% CAGR over 2012-2015. Broadband subscriber base will grow considerably led by bundled offering of digital cable with broadband.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8th February 2011 has provided general exemption from Compliance of Sub-Section 212(8) of the Companies Act, 1956. In view of the exemption from compliance of section 212(8) of the Act, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said general approval, is disclosed in the Annual Report.

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

COMMUNICATION AND PUBLIC RELATIONS

Your Company has, on a continuous basis, endeavored to increase awareness among its stakeholders and in the market place about the Company's strategy, new developments and financial performance as per rules laid down by the Regulatory Authority like SEBI etc.

Brand building of the organization is being given impetus and your Company is poised to achieve positive results out of these efforts.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification as required under clause 49 of the Listing Agreement, and the Chief Executive Officer’s declaration about the code of conduct are furnished in "Annexure-A" and "Annexure A-1" to this report.

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

Considering the nature of the business of your Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development, Technology Absorption and Foreign exchange earnings and outgo pursuant to Section 217(1) (e) of the Companies Act, 1956 during the year under review.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance in compliance with listing agreements forms part of "Annexure - B".

The Statutory Auditors of your Company have examined the Company's compliance and have certified the same as required under the listing agreements. The certificate is reproduced as "Annexure - C".

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to performance, outlook etc., is annexed as "Annexure - D".

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company maintains an adequate system of internal control to ensure that all assets are safeguarded against loss from unauthorised use or disposition. Company policies, guidelines and procedures are in place to ensure that all transactions are authorised, recorded and reported correctly.

DIRECTORS

Mr. Ashok Mansukhani was appointed as an Additional Director by the Board on 30th April 2012. He will act as Executive Director to spearhead the finance and business of the Company and will be Whole-time Director of the Company. Being an Additional Director appointed by Board, his appointment as Director would require approval of the shareholders as he would hold office up to the date of this Annual General Meeting under section 260 of the Companies Act, 1956.

Mr. R. P. Hinduja, Mr. D. G. Hinduja and Mr. Anil Harish, Directors of your Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Dilip Panjwani, Whole-time Director and Company Secretary has resigned from the Board effective 30th April 2012. The Board places on record its deep sense of appreciation for the invaluable contributions made by Mr. Dilip Panjwani during his tenure as director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 your Directors, based on the information and documents made available to them, confirm that:

i) in the preparation of annual accounts for year ending 31st March 2012, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of your Company as on 31st March 2012 and of the profit of your Company for the year ended 31st March 2012;

iii) proper and sufficient care to the best of their knowledge and ability has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on an on going concern basis.

AUDITORS

M/s Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of your Company, retire at the conclusion of the forthcoming Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The Board recommends their appointment.

EMPLOYEES PARTICULARS

The Company does not have any employee drawing remuneration in excess of the limit prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank the Company's employees, customers, vendors, business partners, shareholders and bankers for the faith reposed in the Company and also thank various regulatory authorities and agencies for their support and looks forward to their continued encouragement.

For and on behalf of the Board

Ashok P. Hinduja Executive Chairman Place: Mumbai Date : 30th April 2012


Mar 31, 2011

The Directors have pleasure in presenting the Directors Report for the year ended 31st March 2011 and Twenty Sixth Annual Report of your company.

FINANCIAL RESULTS

(Rs in million) Consolidated Standalone For the year ended 31st March 2011 2010 2011 2010

Total Income 4,752.92 4,017.11 834.78 804.90

Total Expenses 3,383.57 3,179.97 159.44 342.36

Profit before tax 1,369.35 837.14 675.34 462.54

Provision for tax (incl. deferred tax) 277.21 117.57 99.24 71.69

Profit after tax 1,092.14 719.57 576.10 390.85

Minority Interest 226.43 113.79 — —

Profit after Minority Interest 865.71 605.78 576.10 390.85

REVIEW OF FINANCIALS

The Indian economy returned to path of faster growth from a slow down witnessed in the year 2008 and thereafter the economy grew 9% approximately in 2009 & 2010. The economy is expected to register double-digit growth rates over next fi ve years as per estimates of Government. Though growth is expected to continue, the medium to long term challenge to the economy now comes from infl ation which is estimated to have touched 15% levels and is expected to continue to remain in the short term. Government has made efforts to contain infl ation through monetary measures such as increase in interest rates; however, monetary measures like increase in interest rates and constraining liquidity alone have not been able bring down infl ation to acceptable levels and this could become a major challenge to economy. As a policy measure, the Reserve Bank of India (RBI) has already sounded out that containing infl ation would be a priority over high growth rates in the economy in the short term. Given, the economic scenario of healthy growth rates and infl ation, the company continued to outperform and post healthy results.

Consolidated Income grew by 18.32% from Rs. 4,017.11 mn to Rs. 4,752.92 mn during the year. Consolidated EBIDTA grew from Rs. 1,089.06 mn to Rs. 1,691.68 mn a growth of 55.33%. This was achieved by containing cost, which grew by mere 6.40%. Net Profit After Taxes and Minority Interest grew by 42.90% from Rs. 605.78 mn to Rs. 865.71 mn. Profits grew slower than EBIDTA on account of higher taxes as company registered profitability setting off past losses. Taxes almost doubled from Rs. 117.57 mn to Rs. 277.21 mn as there were no more major tax incentives; however, the company and its material subsidiary continued to be subject to Minimum Alternate Tax.

On standalone basis, the Company posted excellent results. EBIDTA grew 47.36% from Rs. 473.94 mn to Rs. 698.38 mn. Net Profit After Tax grew 47.40% from Rs. 390.85 mn to Rs. 576.10 mn.

DIVIDEND

The Board is pleased to enhance Dividend payout from Rs. 10/- to Rs. 12.50/- (125% Dividend on face value of Rs. 10/- per Equity Share) an increase of 25% over previous years. Enhanced Dividend payment will entail payout of Rs. 298.63 mn. The Dividend payout works out to 51.84% of current year earnings including Dividend Distribution Tax.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 57.61 mn to the General Reserve as required under Transfer to General Reserve Rules and carry forward an amount of Rs. 4,023.09 mn as Balance in Profit & Loss account.

REAL ESTATE

Your company has drawn up plan to develop the real estate piece of land with a developer. The land is situated within 10km of NH-7 and in the BIAPPA Zone, where the new International Airport has come up. The area is being developed as a high end residential villas with a development potential of 1.35 million square feet. The residential villas with a price of approximately Rs. 5,000/- per square feet, the development provides a potential of Rs. 675 crores of development at todays price. The Company has extended the option to develop the property with a developer for a further period of two years and the project is likely to take 3-5 years of time frame in two phases. With buyount market for high end villas, the development potential increases with increase in prices.

Similarly, IDL Speciality Chemicals Limited (IDL) a wholly owned subsidiary of the Company has acquired 4.75 acres of land at kukatpally in Hyderabad. Plans are being drawn up to monetise this piece of land as well. The land was acquired at Rs. 25.17 crores and the value has considerably appreciated since acquisition.

SCHEME OF AMALGAMATION

Your Company had applied for Telecom Licenses under the UASL policy of Government of India through a special purpose vehicle HTMT Telecom Private Limited (HTMT Telecom) in the year 2007. However, due to scarcity of spectrum the licenses were not allotted to all the applicants. In view of no licensees being awarded, the Company decided to merge its wholly owned subsidiary HTMT Telecom in the current year.

The necessary compliances for merger and the High Court order as required under Section 391 to 394 of the Companies Act, 1956 were completed during April 2011. Post all the compliances, HTMT Telecom now stands merged with the Company from the appointed date of 1st January 2011.

SUBSIDIARIES

Media:

IndusInd Media and Communications Limited (IMCL):

IMCL has in the year under review expanded through alliances, partnerships, strategic investments and joint ventures as part of the growth strategy for its business. IMCL added 8 more subsidiaries during the current year, taking the total subsidiaries to 15. IMCL has made 51% equity participation in these Companies and consolidated its holdings in some companies, which are in the cable business, with a view of expanding its presence in different regions of India. By virtue of acquisition of a majority holding by IMCL, these Companies have become indirect subsidiaries of the Company.

IMCL, the major media cable subsidiary of the Company continued its strong performance in the year under review. The performance of IMCL gets refl ected in the robust consolidated results of the Company. IMCLs performance stands out in contrast to its peers in the group over the last few years. The Media Segment reported EBIDTA of Rs. 1,210 mn as compared to Rs. 690 mn in the previous years. Consolidated Media Segment reported revenues of Rs. 4,099 mn. HVL effective stake in IMCL stands at 65.78%.

IMCL installed new digital head ends and now has digital services at 17 locations. IMCLs reach, as per estimates now stands at 8.5 mn cable homes in 28 cities. After enabling digital delivery of services, the focus would now shift to install set top boxes for consumption of digital and high definition services to all its customers. Due to digital initiative and technological innovation undertaken by IMCL, it has moved ahead of competition and can now deliver over 300 channels (including video and audio) in digital delivery network under the brand INDIGITAL. This is the highest number of channels serviced by any distribution platform currently in India.

IMCL infrastructure now spans over 10,000 km of hybrid fi bre optic cable network, which includes 2,000 km of underground fi bre, which is two ways enabled for exploiting triple-play.

FUTURE OUTLOOK – MEDIA & CABLE TV SECTOR

Last year the Indian Media & Entertainment (M & E) grew at 11%, which is higher than the economic growth rate of 8.6%. The M & E industry grew from Rs. 587 billion to Rs. 652 billion. In the year 2011, the M & E industry is expected to grow at 13% and reach Rs. 738 billion. As per Media Partners Asia estimates, M & E industry is expected to grow at a CAGR of 14% upto 2015 and reach Rs. 1,275 billion, surpassing the print industry to take number two slots in M & E industry. Television and Print would continue to dominate the industry though new technological innovations would also contribute to the growth of other sectors namely, gaming, digital advertising, VFX and animation.

On the Cable Television side, the industry continues remains highly fragmented with around 60,000 to 70,000 local cable operators and around 6,000 to 8,000 Independent Cable Operators, 6 national foot print Multi System Operators (MSOs) and several regional MSOs. This provides an adequate opportunity of growing the sector through consolidation. The industry is now witnessing visible signs of consolidation with smaller LCOs and ICOs joining the mainstream MSOs. Thus this sector offers ample opportunity for long-term growth. The industry is also now attracting institutional funding. IMCL itself attracted debt financing based on its cash fl ow without any additional recourse. However, the sector will require an estimated institutional funding of Rs. 500 to Rs. 600 billion in investments for capex and similar amounts towards consolidation.

The Cable TV penetration today is approximately 65% of cable and satellite homes which are at par with developed economies. However, the Indian Cable TV is characterized by very low declaration and absence of addressability resulting in low subscriptions and increased dependency on placement revenues. This results in slow investment in the sector. Mandatory digitization is perceived as an opportunity to bring discipline to the sector. Mandatory digitization and addressability will immediately attract a lot of investment and simultaneously offer Government an increased share of taxes. Government has accepted the recommendations of Telecom Regulatory Authority of India, the regulatory authority for cable industry, for mandatory digitization and addressability. This will make the sector more attractive and offer huge opportunity for unlocking value in the long run.

The Indian market landscape for TV viewers stands at 141 million TV homes today and is second only to USA and China. The huge market coupled with initiatives from Government and industry are shaping the opportunity for future to innovate and present the consumer in many ways for viewing content and experiencing content. This consolidation coupled with digitization is expected to push broadband into households and increase the share of cable broadband significantly.

Grant Investrade Limited (GIL):

GIL was formed as a special purpose vehicle for holding stake in IMCL along with Investors. GIL currently holds 6.13% stake in IMCL. Post exit of investor from GIL, it has become wholly owned subsidiary of HVL in the last year.

IDL Specialty Chemicals Limited (IDL):

IDL is a wholly owned subsidiary of company and has a valuable piece of land being 4.75 Acres at Kukatpally in Hyderabad. IDL purchased this land at Rs. 25.17 crores in the financial year 2010-11. IDL has plans to monetize this real estate piece of land. Besides IDL has portfolio of shares, IDL has some tax benefits of Rs. 69 crores in the form of brought forward losses which will be used appropriately for the upcoming business of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interest in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated 8th February 2011 has provided general exemption from Compliance of Sub- Section 212(8) of the Companies Act, 1956. In view of the exemption from compliance of section 212(8) of the Act, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said general approval, is disclosed in the Annual Report. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company includes financial results of its subsidiary companies.

COMMUNICATION AND PUBLIC RELATIONS

Your Company has, on a continuous basis, endeavored to increase awareness among its stakeholders and in the market place about the Companys strategy, new developments and financial performance as per rules laid down by the Regulatory Authority like SEBI etc.

Your Companys senior management members actively participate as speakers in seminars organised by industry, associations and Government forums or as members of taskforces and technical committees.

Brand building of the organization is being given further impetus and your Company is poised to achieve positive results out of these efforts.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification as required under clause 49 of the Listing Agreement, and Chief Executive Officers declaration about code of conduct are furnished in Annexure - A and A-1 to this report.

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

Considering the nature of the business of your Company, there are no particulars to be disclosed relating to the Conservation of Energy, Research and Development & Technology Absorption pursuant to Section 217(1)(e) of the Companies Act, 1956 during the year under review.

The details of foreign exchange earnings and outgo are given in Annexure - B to this report.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance in compliance with listing agreements forms part of Annexure – D

The Statutory Auditors of your Company have examined the Companys compliance and have certifi ed the same as required under the listing agreements. The certificate is reproduced as Annexure - E.

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to performance, outlook etc., is annexed as Annexure - F.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public and as such, no amount of principal or interest was outstanding as on the balance sheet date.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company maintains an adequate system of internal control to ensure that all assets are safeguarded against loss from unauthorised use or disposition. Company policies, guidelines and procedures are in place to ensure that all transactions are authorised, recorded and reported correctly.

DIRECTORS

Mr. Dilip Panjwani, who was manager under section 2(24) of the Companies Act, 1956 was elevated as Additional Director of the Company. He will act as Executive Director to spearhead finance and business of the Company and will be Whole Time Director of the Company. Being an Additional Director appointed by Board, his appointment as Director would require approval of shareholders as he would hold office upto the date of this Annual General Meeting under section 260 of the Companies Act, 1956.

Mr. R. P. Chitale and Mr. H. C. Asher, Directors of your Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Prabal Banerjee, Director has resigned from the Board effective 7th December 2010. Mr. Srinivas Palakodeti, being Alternate to Mr. Prabal Banerjee also resigned from the Board effective 7th December 2010.

The Board places on record its deep sense of appreciation for the invaluable contributions made by Mr. Prabal Banerjee and Mr. Srinivas Palakodeti during their tenure as directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 your Directors, based on the information and documents made available to them, confirm that:

i) in the preparation of annual accounts for year ending 31st March 2011, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of your Company as on 31st March 2011 and of the profit of your Company for the year ended 31st March 2011;

iii) proper and sufficient care to the best of their knowledge and ability has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

AUDITORS

M/s Deloitte Haskins & Sells, Chartered Accountants, the Statutory Auditors of your Company, retire at the conclusion of the forthcoming Annual General Meeting of the Company and being eligible offer themselves for re-appointment. The Board recommends their appointment.

EMPLOYEES PARTICULARS

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules 1975 as amended, form part of this report is annexed as Annexure - C.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank the Companys Employees, Customers, vendors, business partners, shareholders and bankers for the faith reposed in the Company and also to thank various regulatory authorities and agencies for their support and looks forward to their continued encouragement.

Annexure A To the Directors Report

Certificate in terms of Clause 49 of the Listing Agreement.

a. We have reviewed the financial statements and the cash fl ow statement for the year and that to the best of our knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

ii. these statements together present a true and fair view of the companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the companys code of conduct.

c. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps they have taken or propose to take to rectify these deficiencies.

d. We have indicated to the auditors and the Audit Committee that there are;

i. no significant changes in internal control over financial reporting during the year;

ii. no significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

iii. no instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the companys internal control system over financial reporting.

Confirmation towards Code of Conduct:

I hereby confirm that all the Board Members and Senior Management Personnel have affirmed Compliance with the Code of Conduct for the year ending 31st March 2011.

Particulars pursuant to Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

Information required to be provided under 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 in relation to Conservation of Energy, Technology Absorption and Research and development are currently not applicable to the Company.

For and on behalf of the Board

Place : Mumbai Ashok P. Hinduja

Date : 10th May 2011 Executive Chairman


Mar 31, 2010

The Directors have pleasure in presenting the business and operating report for the year ended March 31, 2010 and Twenty Fifth Annual Report of your company.

FINANCIAL RESULTS

(Rs. in million) Consolidated Standalone For the year ended 31st March 2010 2009 2010 2009 Total income 4,017.11 3,459.98 804.90 586.68 Total expenses 3,179.97 2,772.94 342.36 107.46 Proft before tax 837.14 687.04 462.54 479.22 Provision for tax (incl. deferred tax) 117.57 129.80 71.68 149.14 Proft after tax 719.57 557.24 390.86 330.08 Share of Loss from Associates - 0.12 - - Minority Interest 113.79 89.40 - - Proft After Minority Interest 605.78 467.96 390.86 330.08

Review of financials

Year 2009-10 saw a signifcant improvement in the overall business environment in the Country, as India emerged from low growth period of 2008-09. The stock markets have recovered substantially from the lows of March 2009 and customer spending and advertising spending have recovered.

Your Company posted healthy results in Financial Year 2009-10 with the Consolidated Income growing by 16.10% from Rs. 3,459.98 mn to Rs. 4,017.11 mn Consolidated Profts after accounting for Taxes and Minority Interest grew by 29.44% from Rs. 467.96 mn to Rs. 605.78 mn The increase in revenues and profts was driven primarily by the growth of cable subsidiary of the Company viz IndusInd Media and Communications Limited (‘IMCL’).

On a standalone basis, the Company recorded excellent results with the total Income increasing by 37.19% from Rs. 586.68 mn to Rs. 804.90 mn and Proft After Taxes by 18.42% from Rs. 330.08 mn to Rs. 390.86 mn.

DIVIDEND

The Board is pleased to recommend Dividend payment of Rs. 10 per Equity Share (100% Dividend on face value of Rs.10 per Equity Share) for Financial Year 2009-10. The current year Dividend will result in payout of Rs. 239.70 mn including Dividend Distribution Tax representing 61.33% of the current year earnings.

TRANSFERR T0 RESERVES

As a result of dividend declaration, your Company proposes to transfer Rs. 39.09 mn to the General Reserve and carry forward an amount of Rs. 3,778.25 mn as Balance in the Profit and Loss account.

REAL ESTATE

While the overall business environment in the country has improved signifcantly, the real estate market continuous to be subdued. The Company continuous to hold its real estate property in Bangalore and is evaluating ways to optimize the utilisation of this valuable asset at an appropriate time post receipt of all clearances.

fibre optic cable network

During Financial Year 2009-10, the Company has invested in Media & Communications Infrastructure by laying 350 kms of Intra City Fibre Optic Network which is two way enabled. The Company expects to generate revenues from this network by leasing it to telecom companies, cable TV companies, internet service providers and other potential users.

subsidiaries:

(i) Grant investrade limited (Gil):

During the year, your Company has consolidated its stake in GIL from 51% to 100%. As a result, the Company’s effective stake in IMCL has increased from 62.78% to 65.78%.

(ii) IDL speciality chemicals limited (IDL):

During the year under review, the Company has purchased 100% equity shares of IDL. By virtue of the acquisition of the shares in IDL, IDL became wholly owned subsidiary of the Company.

(iii) HTMT Telecom private limited (HTPL):

The Company continues to hold 100% stake in HTPL. The Company awaits appropriate opportunity to enter telecom sector.

Directors’ Report

(iv) Media:

indusind Media and communications limited (IMCL):

IMCL, the Cable Subsidiary of the Company, along with its Joint Ventures and subsidiaries continued its strong performance during Financial Year 2009-10. While most of the other Multi Systems Operator (MSOs) have reported net losses, IMCL has out-performed its peers by reporting net proft for the last few years. Consolidated EBIDTA of IMCL for the year was Rs. 690.17 mn on Total Income of Rs. 3,285.97 mn. Consolidated Net Proft for the year grew from Rs. 245.82 mn to Rs. 326.58 mn.

With a view to providing focus on the core activity of distribution of cable television and Broadband internet services, IMCL has demerged its content business comprising the movie library, CVO Channel etc. into IN Entertainment (India) Limited (‘IEIL’), an associate of IMCL.

IMCL now has a reach of approximately 8 mn cable homes for its Analogue cable television services (INCABLENET). IMCL has over 6,700 kms of Hybrid Fiber Optic Cable, of which 80% is two way enabled to the nodes. It is spread over 27 cities which include major metros, like Mumbai, Thane, Delhi, NOIDA, Bangalore, Ahmedabad, Vadodra, Belgaum and others, having signifcant weightage in television rating measurement studies.

IMCL’s digital cable service (Indigital) provides around 240 channels (including Radio/Audio Channels). This is the highest number of channels provided by any digital cable distribution platform in India.

IMCL’s foray into other cities has provided impetus for cable digitalization and expansion. The Company has installed over 400,000 digital set top boxes in Conditional Access System (CAS) areas as well as non CAS areas. It has already established eight digital Headends in India, covering about 12 cities, including key metro cities.

IMCL is one of India’s largest independent MSO, with a triple play Platform through Cable. IMCL also has a nationwide Internet Service Provider (ISP) license and is an active Grade 1 ISP player in the Indian Market, providing broadband services (IN2CABLE) and bandwidth to both corporate and retail customers.

IMCL’s associate company “Planet E-Shop Holdings (India) Limited (“PES”)” has received permission (from Government of India) for downlinking Foreign Channels for exclusive Distribution and Marketing Rights. Currently PES is distributing/ marketing few channels in selected areas in both commercial and retail.

Scheme of Arrangement:

IMCL entered into Scheme of Arrangement under Section 391 to 394 of the Companies Act, 1956 with IN Entertainment (India) Limited (IEIL), an associate company for transferring its content division for a consideration of Rs. 84.46 mn in the form of 84,46,120, 7% Cumulative preference shares of Rs. 10/- each of IEIL.

The scheme of arrangement as filed by IMCL was sanctioned by the Honorable High Court of Judicature at Bombay on 26th March 2010.

FUTURE OUTLOOK – MEDIA SECTOR:

As per the report of Media Partners Associates (MPA) 2010, as of end 2009, out of the estimated 220 mn homes in India, around 60% i.e. 134 mn homes have TV sets. Of the 134 mn TV homes, around 65% have Cable TV (analog and digital).

MPA estimates that the Cable TV homes would grow at around 2% per annum to around 110 mn homes by 2020. Digital Cable is estimated to grow at around 23% per annum and is expected to touch around 29 mn homes by 2020. This rapid growth in digital cable homes will increase share of digital cable from around 3% in 2009 to around 26% in 2020.

Analog Cable TV can deliver a maximum of 100 television channels. The number of channels available in India has increased from around 120 in 2003 to over 500 in 2010. This growth has been through launch of regional channels, news channels and niche channels. Availability of a larger number of channels, alongwith better picture quality, choice of audio tracks, electronic programme guides and value added services are expected to be the major drivers for digital cable.

Cable TV would need to face the challenges posed by the alternate digital delivery platforms such as DTH, IP T V, Mobile TV etc. The ability of digital cable TV to deliver services at affordable rates and prompt customer care through local cable operators would be key advantages the digital cable would have over alternate delivery platforms.

Through digitizing and building two way networks, Multi System Operators (MSOs) can also deliver broadband television services. As on 31st March 2010, India has around 8.75 mn broadband (speed of more than 256 Kbps) subscribers. Cable modem subscribers account for a mere 0.485 mn subscribers i.e. a mere 5%. Thus there exists enormous potential for growth of broadband services.

The Government of India is considering various options for phasing out analog cable television services to pave way for digital cable television services apart from measures such as extending the CAS regime to other parts of metros and other cities.

According to MPA, the Cable TV subscription business has been estimated at US$ 3.6 bn in 2009 which is expected to touch US$ 7.7 bn by 2020. The cable television industry is highly fragmented with majority of the homes serviced by local cable operators and Independent System Operators (ISOs).

Growth of digital cable and broadband internet services would require signifcant amounts of capital and management expertise. The profle of the cable television industry is expected to change signifcantly in the coming years through the consolidation of the local cable television operators and ISOs.

IMCLS FUTURE PLAN FOR GROWTH:

Cable TV and Broadband – To increase Digital, Internet & VoIP customer base:

The cable television industry has been undergoing rapid changes with more competition from existing and new players, consolidation and regulatory recommendations for an orderly and transparent system. All these industry dynamics are expected to beneft IMCL in the long run.

IMCL plans to continue to expand into key Tier II cities for its analog and digital services. IMCL proposes to continue making its investments in intra city fbre networks in order to have a robust backbone for delivering its services. In order to have a pan India footprint, IMCL is examining options such as Headend in the Sky (HITS) and building/lease inter-city fbre.

IMCL has the capability to provide IP to IP (Internet Protocol to Internet Protocol) calls within the country and IP to PSTN/ PLMN (Public Switched Telephone Network / Public Land Mobile Network) lines internationally.

Increased Average Revenue Per User (ARPU) plan:

IMCL is planning an increased ARPU for digital homes by providing value added services eg. Video on Demand and Pay Per view, Games, Oline Shopping and other interactive services. The Broadband connectivity increase will also help IMCL to open up other revenue streams.

CONSOLIDATED ACCOUNTS

IMCL has in the year under review expanded through alliances, partnerships, strategic investments and joint ventures as part of the growth strategy for its business. IMCL has made 51% equity participation in some Companies and consolidated its holdings in a couple of companies, which are in the cable business, in view of expanding its presence in different regions of India. By virtue of acquisition of a majority holding by IMCL, these Companies have become indirect subsidiaries of the Company.

The Company has been granted exemption from attaching the fInancial statements of the subsidiary companies in the annual report of the Company for the Financial Year 2009-10 under Section 212(8) of the Companies Act, 1956. A statement of summarized financials of all subsidiaries of the Company, forms part of this report.

Information in respect of the subsidiary companies of the Company will be made available to members on request.

COMMUNICATION AND PUBLIC RELATION

Your Company has, on a continuous basis, endeavored to increase awareness among its stakeholders and in the market place about the Company’s strategy, new developments and fInancial performance as per rules laid down by the Regulatory Authority like SEBI etc.

Your Company’s senior management members actively participate as speakers in seminars organised by industry associations and Government forums or as members of taskforces and technical committees.

Parallely, internal communication and brand building within the organization is being given further impetus and your Company is poised to achieve positive results out of these efforts.

CHIEF EXECUTIVE OFFICER(CEO) AND CHIEF FINANCIAL OFFICER CERTIFICATION

Chief Executive Officer (CEO) and Chief Financial Offcer Certifcation as required under clause 49 of the Listing Agreement, and Chief Executive Offcer (CEO) declaration about code of conduct are furnished in Annexure-A and A-1 to this report.

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

Considering the nature of the business of your Company, there are no particulars to be disclosed relating to the year under review in respect of Conservation of Energy, Research and Development & Technology Absorption pursuant to Section 217(1)(e) of the Companies Act, 1956.

There are Foreign Exchange earnings, however there is no outgo of foreign exchange during the year. The details are given in Annexure-B to this report.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance in compliance with listing agreements forms part of Annexure–C.

The Statutory Auditors of your Company have examined the Company’s compliance and have certifed the same as required under the listing agreements. The certifcate is reproduced as Annexure-D.

Further, a separate Management Discussion and Analysis Report covering a wide range of issues relating to performance, outlook etc., is annexed as Annexure-E.

EMPLOYEE STOCK OPTION PLAN (ESOPS)

The disclosures required to be made under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 in respect of The ESOP plan ‘Hinduja TMT Ltd. Employees Stock Option Plan 2001’ (the “plan”) are given in Annexure – F to this report.

The Company has not granted any fresh ESOPs during the year.

The exercise period for the ESOPs granted in the two tranches has lapsed during the year, accordingly the Scheme of ESOPs stands completed.

FIXED DEPOSITS

Your Company has not accepted any fxed deposits from the public and, as such, no amount of principal or interest was outstanding as on the balance sheet date.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY The Company maintains an adequate system of internal control to ensure that all assets are safeguarded against loss from unauthorised use or disposition. Company policies, guidelines and procedures are in place to ensure that all transactions are authorised, recorded and reported correctly.

DIRECTORS

Mr. Prakash Shah and Mr. Prabal Banerjee, Directors of your Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr. Srinivas Palakodeti was appointed as an Alternate Director to Mr. Prabal Banerjee with effect from 1st February 2010.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000 your Directors, based on the information and documents made available to them, confrm that:

i) in the preparation of annual accounts for year ending 31st March 2010, the applicable accounting standards have been followed;

ii) appropriate accounting policies have been selected and applied consistently. Judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of your Company as on 31st March 2010 and of the proft of your Company for the year ended 31st March 2010;

iii) Proper and sufficient care to the best of their knowledge and ability has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. Price Waterhouse, Chartered Accountants, the Statutory Auditors of your Company and retiring auditors in view of other commitments have expressed their unwillingness to be re-apponted at the ensuing Annual

General Meeting. Your Board has placed on record its appreciation for invaluable guidance and immense support extended by M/s. Price Waterhouse, Chartered Accountants over the years as Statutory Auditors of the Company.

Your Company has received a letter from M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai showing interest to be appointed as the Statutory Auditors of the Company.

The Audit Committee has recommended the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai as Statutory Auditors of the Company. Your Board recommends their appointment, subject to approval of shareholders. The resolution for appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, Mumbai as Statutory Auditors in place of the retiring Auditors will be placed before the shareholders at the ensuing Annual General Meeting. If approved, their appointment will be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

EMPLOYEES PARTICULARS

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 as amended, form part of this report. However, in accordance with the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 this report is being sent to all the shareholders of the Company excluding the aforesaid information. Members interested in obtaining the said information may write to the Company Secretary at the registered offce of the Company.

ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank to the Company’s emplyees, customers, vendors, business partners, shareholders and bankers for the faith reposed in the Company and also to thank various regulatory authorities and agencies for their support and looks forward to their continued encouragement.

For and on behalf of the Board Place : Mumbai A. P. Hinduja Date : 11th June 2010 Executive Chairman

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