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Directors Report of Network 18 Media & Investments Ltd.

Mar 31, 2015

DEAR MEMBERS,

The Directors are pleased to present the 20th Annual Report together with the Company's audited financial statement for the financial year ended March 31, 2015.

ACQUISITION OF CONTROLLING STAKE BY INDEPENDENT MEDIA TRUST

Consequent to acquisition of control of the Company by Independent Media Trust (IMT), of which Reliance Industries Limited is the sole beneficiary, IMT had made open offer to the shareholders of the Company in terms of provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and the same was completed during the year.

FINANCIAL RESULTS

The financial performance of the Company for the year ended March 31, 2015 is summarized below:

in Crores

Particulars 2014-15 2013-14

Revenue from operations 74.3 102.0

Operating loss (18.2) (69.9)

Profit/(loss) before exceptional and (67.8) (80.8) prior period items

Exceptional and prior period items - (619.7) 5.9 (expense)/income

Proflt/(loss) before tax (687.6) (74.9)

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

During the year under review, the Company recorded an operating turnover of " 74.3 Crores (previous year " 102.0 Crores). The consolidated revenue from operation of the Company and its subsidiaries/joint venture was " 3,126.6 Crores as against ~ 2,692.4 Crores in previous year and Profit Before Tax (before exceptional and prior period items) on a consolidated basis was 29.4 crore, turning positive from a loss of " 68.5 crores in financial year 2013-14.

DIVIDEND

In view of the losses, the Board of Directors have not recommended any dividend for the year under review.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

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

DEPOSITS

The Company has discontinued accepting fresh Fixed Deposits or renewing any deposits w.e.f. April 1, 2014. Further, the Company has repaid the entire Fixed Deposits during the year, maturing upto and after March 31,2015. The Company has been regular in payment of interest and repayment of Fixed Deposits. As on March 31, 2015, deposits aggregating to " 5.44 crores remained unclaimed. The Company has sent fresh cheques to these deposit holders.

EMPLOYEES STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Option Schemes of the Company in accordance with the applicable Regulation prescribed by the Securities and Exchange Board of India (SEBI). The Company has implemented the Employees' Stock Option Schemes in accordance with the applicable SEBI Regulations and the resolutions passed by the Members of the Company. The Certificate(s) of the Statutory Auditors confirming the same shall be placed before the Annual General Meeting for inspection by the Members. During the year, there is no change in the Employees' Stock Option Schemes of the Company.

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

Voting rights on the shares issued to employees under the Employees' Stock Option Schemes are either exercised by them directly or through their appointed proxy.

The applicable disclosures with regard to the Employees' Stock Option Schemes as stipulated under the Companies Act 2013 as on March 31, 2015 are provided in Annexure I to this report and the disclosures under the Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2014 are disclosed on the website of the Company at wwwnetworkl 8online.com and also provided in the notes forming part of the Financial Statements.

SHARE CAPITAL

The Company has not issued any equity shares with differential voting rights as to dividend, voting or otherwise. The Company has also not issued any shares (including sweat equity shares) to employees of the Company under any scheme, save and except Employees' Stock Option Schemes referred to in this Report.

CORPORATE GOVERNANCE

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

The detailed Corporate Governance Report of the Company in pursuance of Clause 49 of the Listing Agreement forms part of the Annual Report of the Company. The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to the Corporate Governance Report.

CREDIT RATING

ICRA Limited - the Credit Rating Agency, a subsidiary of Moody's has assigned following Credit Ratings to the Company.

Particulars : Ratings

Fixed Deposit Programme [ICRA] MA (Positive)

Long Term Facilities [ICRA] A (Positive)

Short Term Facilities [ICRA] A1

Commercial Paper Programme [ICRA] A1

Commercial Paper Programme [ICRA] A1 (SO) (Backed by BG/SBLC)

DIRECTORS

Mr. Rajiv Krishan Luthra and Mr. Dhruv Subodh Kaji were appointed as Additional Directors (Independent) w.e.f November 27, 2014. Further, Ms. Nirupama Rao was appointed as an Additional Director (Independent) w.e.f. March 25, 2015. The additional directors shall hold office upto the date of the ensuing Annual General Meeting. The Company has received requisite notices in writing from a member proposing the candidature of Mr. Rajiv Krishan Luthra, Mr. Dhruv Subodh Kaji and Ms. Nirupama Rao for appointment as Independent Directors.

It is proposed to appoint Mr. Rajiv Krishan Luthra and Mr. Dhruv Subodh Kaji and Ms. Nirupama Rao as Independent Directors, not liable to retire by rotation, to hold the office for a term of five years upto November 26, 2019, November 26, 2019 and March 24, 2020 respectively.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company organizes various programmes and presentations for the Board of Directors in order to familiarize them with their roles, rights, responsibilities in the Company, nature of the industry in which it operates, Business model of the Company and related matters. Details of such program is available on company's website www.network18online.com and may be accessed at the link: http://www.network18online.com/reports/ policies/Familiarisation-Programmes-for-Independent-directors.pdf

The following policies of the Company are annexed herewith marked as Annexure IIA and Annexure IIB:

a) Policy for selection of Directors and determining Directors Independence; and

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

The Company does not have any Managing Director or Whole Time Director.

The Company has formulated a policy on performance evaluation of the Independent Directors, Board, and its Committees and other individual Directors which shall be based on inter alia criteria like attendance, effective participation, domain knowledge, access to management outside Board Meetings, Compliance with Code of Conduct, Vision and Strategy and Benchmark to global peers.

On the basis of policy for performance evaluation of Independent Directors, Board, Committees and other individual directors, a process of evaluation was carried out. The Performance of the Board, individual directors and board committee were found to be satisfactory.

KEY MANAGERIAL PERSONNEL

The Board of Directors has appointed Mr. A.P Parigi as Group Chief Executive Officer-Networkl 8 w.e.f. January 29, 2015.

The Board of Directors of the Company has appointed Mr. Hariharan Mahadevan as Chief Financial Officer of the Company w.e.f. November 27, 2014. Further, the Board of Directors of the Company has appointed Ms. Kshipra Jatana as Manager of the Company for a period of five years w.e.f. November 27, 2014.

SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES

The development in business operations/performance of the major subsidiaries/ Joint Ventures / Associate Companies, form part of the Management's Discussion and Analysis Report.

During the year under review, B K Holding Limited, Mauritius and Capital18 Limited, Mauritius ceased to be Company's subsidiaries. Further, during the year under review, IBN Lokmat News Private Limited, Indiacast Media Distribution Private Limited, Indiacast UTV Media Distribution Private Limited, Indiacast UK Limited, Indiacast US Limited, Viacom18 Media Private Limited Roptional Limited, Viacom18 US Inc and Viacom18 Media (UK) Limited have become subsidiaries of the Company. The performance and financial information of the subsidiary companies / Joint Ventures / Associate Companies is disclosed in the Consolidated Financial Statement.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions of the Companies Act, 2013, Clause 32 of the Listing Agreement and Accounting Standard AS-21 on Consolidated Financial Statement read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

TRANSFER OF AMOUNTS TO INVESTORS EDUCATION AND PROTECTION FUND

The amount of dividend, Interest on fixed deposits and amounts for debenture redemption, which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company, within the stipulated time, to the Investors Education and Protection Fund.

Further, the Company has uploaded the details of such unpaid and unclaimed amounts on its website, and also on the website of the Ministry of Corporate Affairs.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURT

No significant and/or material orders were passed by any Regulators/ Courts/Tribunals which impact the going concern status of the Company or its future operations.

NUMBER OF MEETINGS OF THE BOARD

During the financial year ended on March 31, 2015, seven Board Meetings were held and the maximum time gap between any two Board meetings was less than 120 days. Further, details of the meetings of the Board and its Committee are given in Corporate Governance Report, forming part of the Annual Report.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company comprises Mr. Adil Zainulbhai (Chairman), Mr. Deepak Parekh, Mr. Dhruv Subodh Kaji, Independent Directors and Mr. Rohit Bansal, Non- Executive Director. All the recommendations made by the Audit Committee were accepted by the Board.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable Accounting Standards read with the requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

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

iii) the Directors have taken proper and sufficient care 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) the Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2015 on a 'going concern' basis;

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

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

RISK ASSESSMENT/ MANAGEMENT

The Company has formulated and adopted a Risk Management Policy. The Board of Directors of the Company is responsible for the direction and establishment of internal control to mitigate material business risks. The Policy is framed to identify the element of risk for achieving its business objective and to provide reasonable assurance that all the material risks, misstatements, frauds or violation of laws and regulations will be mitigated. The Company has constituted a Risk Management Committee. The Committee shall inter alia oversee, evaluate and implement the Risk Assessment Policy and Manual of the Company and suggest effective measures to counter or mitigate the risks.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee in compliance with the provisions of the Companies Act, 2013. The CSR Committee comprises of the following directors:

Mr. Adil Zainulbhai - Chairman

Mr.Vinay Chand Chhajlani - Member

Mr. Rohit Bansal - Member

Mr. Rajiv Krishan Luthra - Member

The Committee's prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objective of 'Corporate Social Responsibility Policy'.

The CSR policy of the Company is available on its website at www.network18online.com and may be accessed at the link: http://www.network18online.com/reports/policies/Network18- Policy-on-Corporate-Social-Responsibility.pdf

In terms of CSR Policy, the focus areas of engagement are as under:

Addressing identified needs of the unprivileged through improving livelihood, alleviating poverty, promoting education, empowerment through vocational skills and promoting health and well-being.

Preserve, protect and promote art, culture and heritage

Environmental sustainability, ecological balance and protection of flora and fauna.

The Company would also undertake other need based initiatives in compliance with Schedule VII of the Companies Act, 2013.

The Company has not yielded any profits during the previous three years and average net loss of the Company for last three financial years was " 98.93 Crores. Hence, in terms of Section 135 of the Companies Act, 2013, the Company was not required to spend any amount on CSR.

VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities. Towards this, the Company has adopted a policy on vigil mechanism and whistle blower. The Company has constituted an Ethics & Compliance Task Force to process and investigate a protected disclosure made under the policy. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice or victimization. The Audit Committee oversees the Vigil Mechanism. The policy on vigil mechanism and whistle blower is available on Company's website at www.network18online.com and may be accessed at the link: http://www.network18online.com/reports/policies/ Network18-Vigil-Mechanism-policy.pdf

RELATED PARTY TRANSACTIONS

All the related party transactions were entered on arms' length basis and were in the ordinary course of business. Further, the transactions with related parties were in compliance with applicable provisions of the Companies Act, 2013 and the Listing Agreement. All Related Party Transactions are presented to the Audit Committee. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transaction is presented before the Audit Committee on a quarterly basis.

During the year, the Company had not entered into any contract/ arrangement/ transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The policy on dealing with Related Party Transaction and Policy for determining materiality of related party transactions are posted on the company's website at www.network18online.com and may be accessed at the link: http://www.network18online. com/reports/policies/materiality_related_partytransactions_ policy_Network18.pdf and http://www.network18online.com/ reports/policies/Network18-Policy-for-Determining-Material- Subsidiaries.pdf respectively.

The details of the transactions with Related Parties are provided in Note No. 32 to the standalone financial statements.

INTERNAL FINANCIAL CONTROL

The Company has adequate system of internal financial control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal auditor of the Company also checks and verifies the internal financial control systems and monitors them.

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

The Company has in place Prevention of Sexual Harassment (POSH) Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year no complaint on Sexual Harassment was received.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Details of Loans given, Investments made, Guarantees given and Securities provided given in the note No. 13, 14 & 16 to the standalone financial statements.

AUDITOR & AUDITORS' REPORT

Walker Chandiok & Co LLP, Chartered Accountants New Delhi (ICAI Firm Regn No. 001076N/N500013) were appointed as the Statutory Auditors of the Company for a period of two years at the 19th Annual General Meeting held on September 30, 2014 and the appointment was subject to ratification at each Annual General Meeting. The Company has received confirmation from them to the effect that their appointment is within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for holding the office of the Auditors. Accordingly, the Board recommends ratification of their appointment as Statutory Auditors of the Company.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

COST AUDITOR AND COST AUDIT REPORT

The Board had appointed Pramod Chauhan & Associates, Cost Accountants (Regd. No. 000436) as the Cost Auditors of the Company for the financial year 2014-15 for conducting the audit of the Cost Records of the Company. Further, the Cost Auditor of the Company is required to forward the Cost Audit Report to the Company by September 27, 2015. The Company is required to submit the same with Central Government within 30 days of receipt of Cost Audit Report from the Cost Auditor.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board had appointed Chandrasekaran Associates, Company Secretaries, to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015, in the prescribed format is attached herewith and marked as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

PARTICULARS OF EMPLOYEE AND MANAGERIAL REMUNERATION

The information required in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5 (1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed with this report and marked as Annexure IVA and Annexure IVB

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in the prescribed format is attached with this report and marked as Annexure V.

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

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the following information is provided:

a) Conservation of Energy

The Company is not an energy intensive unit, hence alternate source of energy may not be feasible. However, regular efforts are made to conserve the energy. The Company conducted an energy audit and suggested means to reduce energy consumption. Further, use of low energy consuming LED lightings are being encouraged.

b) Technology Absorption

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

The Company is not engaged in manufacturing activities therefore, certain disclosures on technology absorption and conservation of energy etc. are not applicable.

There is no expenditure on Research and Development.

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and outgo are given below:

Particulars Amount

(Rs. in Crores)

Total Foreign Exchange Earned 10.06

Total Foreign Exchange used 1.14

ACKNOWLEDGMENT

Your Directors wish to place on record their appreciation for the continuous support extended by all the employees, members, customers, Joint venture partners, investors, government authorities and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board of Directors

Adil Zainulbhai Rohit Bansal

Chairman of the Board Director

Place: Mumbai

Date: July 22, 2015


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 19th Annual Report together with the Company''s Audited Accounts for the financial year ended March 31, 2014.

Acquisition of controlling stake by Independent Media Trust and change in Promoters

Independent Media Trust, of which Reliance Industries Limited is the sole beneficiary, has acquired a controlling stake of the Promoter Group entities namely RB Mediasoft Private Limited, RRB Mediasoft Private Limited, Adventure Marketing Private Limited, Watermark Infratech Private Limited, Colorful Media Private Limited, RB Media Holdings Private Limited and RB Holdings Private Limited (Holding Companies) from Mr. Raghav Bahl and Ms. Ritu Kapur on July 7, 2014.

Pursuant to such acquisition, Mr. Raghav Bahl, Ms. Ritu Kapur and the other existing Promoters / Promoter Group of the Company (other than Holding Companies) have ceased to be Promoters / Promoter Group of the Company from July 7, 2014. Further, Independent Media Trust, Reliance Industries Limited and Holding Companies are the Promoters of the Company from July 7, 2014.

In terms of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Independent Media Trust has made an open offer to acquire up to 22,99,46,996 Equity Shares of face value of Rs. 5/- each of the Company at an offer price of Rs. 41.04 per Offer Share aggregating Rs. 943.70 crore payable in cash.

Financial Results

The financial performance of the Company for the year ended March 31, 2014 is summarized below:

Rs. in crore

Particulars 2013-14 2012-13

Profit/ (Loss) before interest and depreciation (12.98) 87.54

Less: Finance Cost 53.93 106.87

Less: Depreciation 8.03 10.59

Net operating Profit/(Loss) for the year (74.94) (29.91)

During the year under review, the Company recorded a turnover of Rs. 102.02 crore (last year Rs. 194.89 crore). The consolidated revenue from operations of the Company and its subsidiaries/joint ventures was Rs. 2,692.39 crore (last year Rs. 2,382.69 crore).

Subsequent to the date of Balance Sheet, during the quarter ended June 30, 2014, based on a review of (i) Investments, and (ii) other current and non-current assets, the Company has accounted for (a) diminution in the value of certain investments to the extent of Rs. 208.11 crore; (b) impairment in the value of certain tangible and intangible assets to the extent of Rs. 5.13 crore and (c) write-off and provisions of non-recoverable and doubtful loans/advances/receivables to the extent of Rs. 398.87 crore. Similar adjustments have been made in the quarterly financial statements of the subsidiaries and joint ventures whereby the Company, in the consolidated financial statements, has accounted for (a) diminution in the value of certain investments to the extent of Rs. 142.83 crores and goodwill Rs. 234.78 crore; (b) impairment in the value of certain tangible and intangible assets to the extent of Rs. 127.42 crore and (c) write-off and provisions of non- recoverable and doubtful loans/advances/receivables to the extent of Rs. 519.41 crore. These adjustments have been made in the financial results for the quarter ended June 30, 2014 and have been disclosed as ''Exceptional Items'' and have no impact on the future profitability and cash flows of the operating businesses of the Company.

Dividend

In view of the losses, the Board of Directors has not recommended any dividend for the year under review.

Management''s Discussion and Analysis Report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. Details of major subsidiaries of the Company and their business operations during the year under review are also covered in the Management''s Discussion and Analysis Report.

Deposits

Your Company has discontinued accepting fresh Fixed Deposits or renewing any deposits after March 31, 2014.

Your Company has been regular in payment of interest and repayment of the Fixed Deposits. As at March 31, 2014, the total amount of deposits outstanding was Rs. 499.25 crore. Further, 915 deposits amounting to Rs. 5.95 crore had matured for payment as on March 31, 2014 but remained unclaimed. Your Company has sent reminders to these deposit holders.

Employees'' Stock Option Plan

During the year, in view of the adverse market scenario, the Remuneration Committee has extended the exercise period and revised the exercise price of certain options, details of which are given in Annexure - I to this Report.

The applicable disclosures stipulated under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''SEBI Guidelines'') are given in Annexure - I to this Report.

The Company has implemented the Employees'' Stock Option Scheme in accordance with the SEBI Guidelines and the resolutions passed by the shareholders. The Certificate(s) of the Statutory Auditors confirming the same shall be placed before the Annual General Meeting for inspection by the members.

Corporate Governance

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

The detailed Corporate Governance Report of the Company in pursuance of Clause 49 of the Listing Agreement forms part of the Annual Report of the Company. The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is also attached to this Report.

Credit Rating

ICRA Limited - the Credit Rating Agency, a subsidiary of Moody''s, has assigned following credit ratings to the credit facilities of the Company:

Fixed Deposit Programme : [ICRA] MA (Positive)

Long Term Facilities : [ICRA] A (Positive)

Short Term Facilities : [ICRA] A1

Commercial Paper Programme : [ICRA] A1

Commercial Paper Programme (Backed by BG/SBLC) : [ICRA] A1 (SO) Directors

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Deepak Parekh, Mr. Adil Zainulbhai, Mr. Rohit Bansal and Mr. Vinay Chhajlani were appointed as Additional Directors of the Company w.e.f. July 7, 2014. Mr. Deepak Parekh and Mr. Adil Zainulbhai are Independent Directors. These Directors shall hold office up to the date of the ensuing Annual General Meeting of the Company. The Company has received requisite notices in writing from members proposing the candidature of Mr. Deepak Parekh and Mr. Adil Zainulbhai as Independent Directors and Mr. Rohit Bansal and Mr. Vinay Chhajlani as Directors of the Company.

The Company has received declarations from Mr. Deepak Parekh and Mr. Adil Zainulbhai, Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under sub-section (6) of section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

Mr. Raghav Bahl resigned from the office of Managing Director and has relinquished all his executive powers and responsibilities w.e.f. July 7, 2014, but continues to be a Non-executive Director. In terms of the Articles of Association of the Company, Mr. Raghav Bahl retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Ms. Subhash Bahl, Ms. Vandana Malik, Mr. Sanjay Ray Chaudhuri, Mr. Manoj Mohanka and Mr. Hari. S. Bhartia resigned from the directorship of the Company w.e.f. July 7, 2014. The Board places on record its appreciation for the valuable contribution made by them during their respective tenure.

Consolidated Financial Statement

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statement read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement for the year ended March 31, 2014 is provided in the Annual Report.

Subsidiary Companies

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company, from time to time within stipulated time, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on July 29, 2013 (date of last Annual General Meeting) on the Company''s website, as also on the Ministry of Corporate Affairs'' website.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

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

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

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

iv) the Directors have prepared the annual accounts of the Company for the financial year ended March 31, 2014 on a ''going concern'' basis.

Auditors and Auditors'' Report

The Statutory Auditors, Walker Chandiok & Co LLP (formerly known as M/s. Walker Chandiok & Co.), New Delhi hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Walker Chandiok & Co LLP was appointed as Auditors of the Company at the Annual General Meeting held on September 9, 2011 and would complete a tunure of three years at the ensuing Annual General Meeting. The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. Accordingly, the Board recommends the re-appointment of the Statutory Auditors for two years to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of 21st Annual General Meeting of the Company, subject to ratification by the members at every Annual General Meeting.

The Auditors Report is self-explanatory and does not call for further explanation in this regard. The comment made by the Auditors in para no. (x) and (xvii) of Annexure to their report are only factual statements. In the absence of long term funds, the available funds were used in the normal course of business. However such usage does not have impact on the profitability of the Company. Further the management is making constant efforts to set right this position.

Cost Auditors

The Company had appointed, M/s Pramod Chauhan & Associates, Cost Accountants (Regd. No. 000436), as the Cost Auditors of the Company for the financial year 2013-14 for conducting the audit of the Cost Records of the Company.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled to receive the annual report of the Company. Any member interested in obtaining such particulars may write to the Company at its Registered Office.

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

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

a) Conservation of Energy

Your Company is not an energy intensive unit, however, regular efforts are made to conserve the energy.

b) Research and Development

The Company continuously makes efforts towards research and developmental activities whereby it can improve the quality and productivity of its programmes.

d) Technology Absorption

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

Acknowledgment

Your Directors wish to place on record their appreciation for the continuous support extended by all the employees, shareholders, customers, Joint venture partners, investors, government authorities and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board

Adil Zainulbhai Raghav Bahl Director Director

Place: Mumbai Date: August 12, 2014


Mar 31, 2013

Dear Shareholders,

Network18 Media & Investments Limited.

The Directors are pleased to present their 18th Annual Report together with the Audited Statement of Accounts for the Year ended March 31, 2013.

Financial Results

The financial performance of your Company on standalone basis for the year ended March 31, 2013 is summarized below:

Amount in Rs.

PARTICULARS 2012-13 2011-12

Profit/ (Loss) 875,421,307 (517,176,967) before interest and depreciation

Interest and finance 1,068,649,856 1,306,801,367 charges

Depreciation 105,861,505 88,150,795

Net operating profit be- (299,090,054) (1,912,129,129) fore tax

Provision for taxes/de- - 7,176,267 ferred taxes

Net profit/ (loss) after tax (299,090,054) (1,919,305,396)

During the year under review, the Company recorded a turnover of Rs. 278.90 Crs (Pr. Yr. 264.65 Crs.) and recorded EBDIT of Rs. 87.54 (Pr. Yr. (51.72) Crs.). The improvement in EBDIT was largely driven by the profitable sale of non-core assets in line with the company''s stated objective to focus on the core television and digital businesses. These included the sale of the company''s stake in Newswire18 Ltd., sale of the Yellow Pages and Ask Me businesses and sale of the company''s remaining stake in DEN Networks Limited.

Dividend

In view of the losses for the year ended March 31, 2013 and accumulated losses, the Board of Directors of your Company is constrained to recommend any dividend for the year under review.

Transfer to Reserves

The Company has not made any transfer to the reserves during the financial year ended March 31, 2013.

Management''s discussion and analysis report

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. Details of major subsidiaries of the Company and their business operations during the year under review are also covered in the Management''s Discussion and Analysis Report. Deposits

Your Company wishes to inform you that the earlier Fixed Deposits Scheme under Section 58A of the Companies Act, 1956 launched by your Company in January 2010 was well supported by public and shareholders. Your Company had a total of Rs. 242.71 Crores under the Fixed Deposit Scheme as on March 31, 2013. There was no failure by the Company in repayment of interest due on Fixed Deposits. Your Company has sent reminders to 1977 Deposit Holders, who have not claimed repayment of their fixed deposits, which became due on March 31, 2013, amounting to Rs. 12.12 Crores.

ICRA has given credit rating as "MA -" (Pronounced as MA minus) with "Stable" outlook for the Fixed Deposits Scheme of the Company. Further the Board of Directors, on the basis of condensed audited Balance Sheet as on December 31, 2012, issued a fresh advertisement for inviting deposits from public and shareholders. In terms of the said advertisement, your company can raise a total of 1196.70 Crores through the Fixed Deposit Scheme.

Completion of the rights issue of Equity Shares aggregating to Rs. 26,996.22 Million and change in capital structure.

Your Company had successfully completed the Rights Issue of 89,98,73,930 fully paid up equity shares of the face value of Rs. 5/- each at a price of Rs. 30/- per share (including premium of Rs. 25/- per share) aggregating to Rs. 2,699.62 Crores offered in the ratio of 50: 307. The issue was opened on September 18, 2012 and closed on October 4, 2012 and in this regard, out of the proceeds of the Rights Issue Rs. 2,439.17 Crores has been utilized for stated objects and remaining unutilized amount has been kept in liquid Mutual Funds/Deposits with Banks.

Post rights issue, shareholding of Promoters and Promoters group had reached 73% (763,896,237 shares) of the post issue capital.

Post rights issue, the paid up share capital of the Company has increased from Rs. 7,327.96 Lakhs to Rs. 52321.66 Lakhs. Further, in order to accommodate the rights issue the Authorised Share Capital of your Company has been increased to Rs. 2736,50,00,000/- (Rupees Two Thousand Seven Hundred Thirty Six Crore and Fifty Lacs only) divided into 500,00,00,000 (Five Hundred Crores Only) equity shares of face value of Rs. 5/- (Rupees Five only) each; 11,00,000 (Eleven Lacs Only) Preference Shares of Rs.100/- each; 1,05,00,000 (One Crore and Five Lacs) Preference Shares of Rs.200/- each and 1,55,00,000 (One Crore and Fifty Five Lacs Only) Preference Shares of Rs.10/- each.

Redemption of the Preference Shares and secured optionally fully convertible debentures (SOFCDS)

The Company, on May 13, 2013, has redeemed 5% 10,284,379 Non-Convertible Cumulative Preference Shares (NCCPS) of Rs. 150/- each (NSE Scrip Code- Network18, BSE Scrip Code- 700132, ISIN Code-INE870H03019) at par in accordance with the terms of the issue. The Company''s liability to the Preference Shareholders towards their rights including for payment of dividend or otherwise stand extinguished from the date of redemption, in all events and on the Company dispatching the redemption amounts to the Preference Shareholders.

The Company has also redeemed 18,691,585 10% Secured

Optionally Fully Convertible Debentures (SOFCDs) of a par value of Rs. 160.50 per SOFCDs on October 12, 2012, which were allotted to certain Promoters and Promoter Group entities.

Employee Stock Option Plan

Human Resource is the key to the success of any organization. The Company has always valued its human resources and had tried to adopt the best HR practices. During the year, exercise period for 91,540 options was expiring. However, due to global turmoil and downfall in Indian Stock Market, the price of the scrip(s)/share(s) of the Company had rendered the options unattractive and unviable to exercise. In order to uphold the basic objective of ESOP Scheme i.e. rewarding the deserving employees and in their beneficial interest, exercise period for the aforesaid options were extended for a further period of one year.

The Particulars of options issued under the Employee Stock Option Plans as required by SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in Annexure-I and form part of this report. The Company has implemented the Employees Stock Options Schemes in accordance with the SEBI Guidelines and the resolutions passed by the Shareholders. Certificate(s) confirming the same shall be placed before the Annual General Meeting for inspection.

Corporate Governance

Corporate Governance is about commitment to values and about ethical business conduct. It stems from the culture and mindset of a management; hence, measures of Corporate Governance should be more by self-discipline than by legislation and regulation.

Your Company strives for excellence with the objective of enhancing shareholders'' value and protecting the interest of shareholders. Your company ensures the practice of the Principles of Good Corporate Governance. Decisions are based on a set of principles influenced by the values, context and culture of the organization. All functions of the Company are discharged in a professionally sound, competent and transparent manner.

The detailed Corporate Governance Report of the Company in pursuance of Clause 49 of the Listing Agreement forms part of the Annual Report of the Company. The requisite Certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is attached to this Report.

Directors

Mr. Hari.S.Bhartia and Ms. Vandana Malik, directors of the Company are liable to retire by rotation at the forthcoming 18th Annual General Meeting of the Company. However, being eligible they have offered themselves for re- appointment. Accordingly the Board recommends their re-appointment.

Brief resume of aforesaid Directors, proposed to be re-appointed, the nature of their expertise in specific functional areas and name of Companies in which they hold directorships and chairmanship/ memberships of Board Committees as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India are provided in the ''Report on Corporate Governance'' forming part of this report.

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 for the year ended March 31, 2013 are provided in the Annual Report.

Subsidiaries

The Ministry of Corporate Affairs, Government of India vide its Circular no. 51/12/2007-CL-III dated February 8, 2011 has granted general exemption under section 212(8) of the Companies Act, 1956 from attaching the Directors'' Report, Balance Sheet, Statement of Profit & Loss and the Report of Auditors of the Subsidiary Companies with the Balance Sheet of the Company. The annual accounts of these subsidiary companies and the related detailed information will be made available to the shareholders seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any investor at its registered office and that of the concerned subsidiary companies. The Company shall also furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

A statement of your Company''s interest in its Subsidiary Companies is attached as Annexure - II to the Directors'' Report in terms of the provisions of Section 212 of the Companies Act, 1956.

During the last fiscal, the Board of Directors of TV18 Broadcast Limited (TV18), a subsidiary company, had announced the plan of the Company to enter into the fast growing space of regional television through the acquisition of ETV Channels. During the year under review, TV18 had remitted Rs. 1950 Crores to Arimas Trading Private Limited for the purpose of acquisition of Equity Securities of Equator Trading Private Limited. Equity Securities are yet to be transferred in the name of TV18, pending completion of legal formalities.

During the year under review TV18 raised Rs. 2699.16 Crores by successfully completing the Rights Issue of its 134,95,77,882 equity shares issued at Rs. 20/- per share to its existing equity shareholders in the ratio of forty one equity shares for every eleven equity shares held on Record Date i.e. September 17, 2012. The said Rights Issue was opened on September 25, 2012 and closed on October 15, 2012. Shares were allotted on October 23, 2012.

Transfer of amounts to investor education and protection fund Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

Directors'' Responsibility Statement

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

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

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit or loss of the Company for the year under review;

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

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

Auditors & Auditors'' Report

The Statutory Auditors, M/s Walker, Chandiok & Co, Chartered Accountants, New Delhi retire at the forthcoming Annual General Meeting and are being eligible for re- appointment. The Board recommends the re-appointment of M/s Walker, Chandiok & Co, Chartered Accountants, New Delhi as the statutory auditors of the Company, who have given their consent to act as such and a certificate to the effect that their appointment, if made, will be within the limits specified under Section 224 (1B) of the Companies Act, 1956.

Explanation to Auditor''s Comment

In regard to reservations/qualifications in the Auditors'' Report, the relevant notes on the accounts are self- explanatory and therefore do not call for any further comments of Directors. However, your Directors wish to offer the explanations in regard to note no. 6 of the Auditors Report. It is clarified that the Central Government has partially accepted the Company''s application for approval of the remuneration paid to the Managing Director and the Company has filed a representation for reconsideration of the matter and approval is awaited.

Cost Auditors & Compliance Report & Cost Audit Report

Your Company had appointed, M/s Pramod Chauhan & Associates, Cost Accountants, as the Cost Auditor of the Company for the financial year 2012-13 for conducting the audit of the Cost Records of the Company. The Company is required to submit the Cost Audit Report for the F.Y. 2012- 13 with the Central Government by 30th September 2013, and the same shall be filed in the due course. Further the Company has filed the Compliance Report pertaining to cost records for the Financial Year 2011-12 on January 24, 2013, which was required to be submitted with the Central Government by 28th February, 2013.

Particulars of Employees

In terms of the Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the name and other particulars of the employees are set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled to receive the annual report of the Company. Any members interested in obtaining such particulars may write to the Company at its Registered Offi ce. The aforesaid information shall be made available at the Registered office of the Company during the working hours except public holidays.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

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

a) Conservation of Energy

Your Company is not an energy intensive unit, however regular efforts are made to conserve the energy.

b) Research and Development

The Company continuously makes efforts towards research and developmental activities whereby it can improve the quality and productivity of its programmes.

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and expenditure appear in Notes No. 41 and 40 of the ''Notes to the Accounts'' forming part of the Audited Annual Account.

d) Technology Absorption

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

Acknowledgement

Your Directors take this opportunity to place on record their deep appreciation for the continuous support extended by all the employees, Shareholders of the Company, various Government Departments and Bankers towards conducting the operation of the Company efficiently.

For and on behalf of the Board

Place : Noida Manoj Mohanka

Date : May 13, 2013 Chairman


Mar 31, 2012

The Directors are pleased to present their 17th Annual Report together with the audited Statement of Accounts for the Year ended March 31, 2012.

Financial Results

The key financial figures on standalone basis of your Company for the year ended March 31, 2012 is summarized below:

Amount in Rs.

2011-12 2010-11

Profit/ (Loss) before

interest and depreciation (51,71,76,967) 11,78,52,719 Interest and finance

charges 1,30,68,01,367 81,64,93,300

Depreciation 8,81,50,795 51,35,605

Net operating profit before tax (1,91,21,29,130) (70,37,76,186)

Provision for taxes/

deferred taxes 71,76,267 (1,25,00,000)

Net profit/ (loss) after tax (1,91,93,05,397) (69,12,76,186)

Operational Results

During the year under review, the Company recorded a turnover of Rs 264.65 Crs. (Pr. Yr. 67.22 Crs.) and recorded EBDIT of Rs. (51.72) Crs. (Pr. Yr. 11.79 Crs.).

Dividend

In view of the losses for the year ended March 31, 2012 and accumulated losses, the Board of Directors of your Company is constrained to recommend any dividend for the year under review.

Transfer to Reserves

The Company has not made any transfer to the reserves during the financial year ended March 31, 2012.

Deposits

Your Company wishes to inform you that the Fixed Deposits Scheme under Section 58A of the Companies Act, 1956 launched by your Company is well supported by public and Shareholders. Your Company had a total of Rs. 313.91 Crs. under the Fixed Deposit Scheme as on March 31, 2012.

There was no failure by the Company in repayment of interest due on Fixed Deposits. Your Company has sent reminders to 2,999 Deposit Holders, who have not claimed repayment of their fixed deposits, which became due on March 31, 2012, amounting to Rs. 18.73 Crs.

Scheme of Arrangement:

The Board of Directors of the Company, on July 7, 2010, announced and approved a Scheme of Arrangement ("the Scheme") between your Company, Info media Press Limited (formerly known as "Infomedia18 Limited") ("Info media") and their respective shareholders and creditors with the appointed date being April 1, 2010. The Scheme has been approved by the Honble High Court of Delhi and has been made effective on June 1, 2012 ("Effective Date").

As per the Scheme, Demerged Undertaking comprising of:

- publishing business including publication of business directories, yellow pages & city guides;

- publication of special interest publication/ magazines;

- search business including web properties such as www.askme.com, www.askme.in and www.burrp.com and any other business except printing Press Business.

being carried on by Info media on a going concern basis, along with all related assets, liabilities, rights and obligations stand transferred to the Company as on the Appointed Date, while the Printing Press business continues to remain with Info media. Your Company has altered the object clause of the Company to include aforesaid business, vide postal ballot resolution of the shareholders dated February 24, 2012.

In consideration of the demerger of the Demerged Undertaking of Info media with the Company, on June 19, 2012, the Company had issued and allotted 36,79,356 equity shares to the shareholders of Info media at par on a proportionate basis in the ratio of 7:50 i.e., seven fully paid-up equity shares of Rs 5/- each of the Company has been issued for every fifty fully paid-up equity shares of Rs 10/- each of Info media. Further no equity shares were issued in respect of the equity shares held by the Company in Info media.

The Company has not issued shares against fractional entitlement. These fractional shares have been consolidated and issued to separate trustee nominated by the Company. The Trust shall sell such shares at the prevailing market prices in due course of time and distribute the net sale proceeds (after deduction of tax, if applicable) to the respective allotters in proportion to their fractional entitlements.

RIGHTS ISSUE OF 2,700 CRORES EACH BY COMPANY AND ITS SUBSIDIARY AND PROPOSED ACQUISITION OF ETV AND CONTENT LICENSING AGREEMENT.

The Board of Directors, at their meeting held on January 3, 2012 decided to raise Rs. 2,700 Crores by issuing Equity Shares on rights basis, inter alia for (a) Investment in our subsidiary, TV18 Broadcast Limited (b) repayment/ prepayment of certain loans, redemption of Secured Optionally Fully Convertible Debentures, redemption of Preference shares and repayment of public deposits and (c) general corporate purposes. The Draft Letter of Offer ("DLOO") for the aforesaid Rights Issue has been filed with Securities and Exchange Board of India and the necessary approval is awaited. However, terms and conditions of the proposal of rights issue, including the possible issue price and size and other relevant details shall be decided by the Board, subject to necessary approval of "SEBI" and Stock Exchanges and other appropriate authorities, in consultation with, inter alia, the Lead Manager, Legal Advisor and other experts. The issue price shall not exceed Rs. 60/- (Rupees sixty only) per equity share which will be fixed keeping in view the then prevailing market conditions and in accordance with the applicable provisions of laws, rules, regulations and guidelines.

During the year, our subsidiary company namely TV18 Broadcast Limited (TV18), entered into binding agreement with companies effectively wholly owned by Reliance Industries Limited (RIL), for acquiring stake in various ETV channels being operated and managed by Eenadu Group. Completion of this acquisition is subject to receipt of necessary regulatory approvals and completion of the proposed rights issue of Company and TV18.

In this regard the Board of Directors of TV18 at their meeting held on January 3, 2012, have approved issues of equity shares of TV18 on a rights basis for an amount aggregating to Rs. 2,700 crores, inter alia for acquisition of ETV channels and repayment of certain loans. The draft letter of offer for the rights issue of TV18 has also been filed with SEBI and the necessary approval is awaited.

Further Infotel Broadband Services Limited (Infotel), a subsidiary of RIL, has entered into a content license agreement with the Company and TV18, under which Infotel shall have preferential access to (i) the content of all the media and web properties of the Company and its associates and (ii) programming and digital content of all the broadcasting channels of TV18 and its associates on a first right basis as a most preferred customer.

Redemption of the preference shares

The Company has 10,284,379 outstanding Preference Share of Rs. 150 each (the Preference Shares). The Preference Shares shall be, subject to profitability and at the discretion of the Board of Directors, entitled to a cumulative annual dividend @ 5%. These preference Shares carries preferential right in respect of dividends and also that it carries preferential right in regard to repayment of capital in case of winding up. The Companys liability to the Preference Shareholders towards their rights including for payment of dividend or otherwise shall stand extinguished from the date of redemption, in all events and on the Company dispatching the redemption amounts to the Preference Shareholders. Preference Shares are redeemable at the end of five years from May 15, 2008, (the allotment date) at Rs. 150 per share.

Change in Capital Structure

The Companys shares are listed on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) and are actively traded.

During the year under review and up to the date of this report, the paid up equity share capital has increased from Rs. 5,944.78 Lakhs to Rs. 7,327.96 Lakhs. The details of the same is mentioned hereunder:

Particulars No. of Shares issued

Shares allotted pursuant to 2,89,231 exercise of ESOP

Shares allotted pursuant to Scheme 2,36,95,044 of Arrangement between Television Eighteen India Ltd, TV18 Broadcast Ltd & others with the Company.

Shares allotted pursuant to Scheme 36,79,356 of arrangement between inter alia Company and Infomedia Press Limited formerly Infomedia18 Limited).

Further in view of the current market scenario and the future requirements, to accommodate shares issued pursuant to the aforesaid Scheme and in order to accommodate the proposed rights issue of the Company, your Company has increased the authorized share capital from existing Rs. 306,00,00,000/- (Rupees Three Hundred and Six Crore only) to Rs. 531,00,00,000/- (Rupees Five Hundred and Thirty One Crores only) and again to Rs. 936.50.00.000/- (Rupees Nine Hundred Thirty Six Crore Fifty Lacs only) and was further increased to Rs. 2736.50.00.000/- (Rupees Two Thousand Seven Hundred Thirty Six Crore Fifty Lacs only).

Employee Stock Option Plan

Human Resource is the key to the success of any organization. The Company has always valued its human resources and had tried to adopt the best HR practices.

During the year 4,22,736 options were granted to employees of erstwhile Television Eighteen India Limited, which has merged into your company and employees thereof have been transferred to the Company. The Company has allotted 2,89,231 equity shares against the exercise of options by the employees.

The Particulars of options issued under the Employee Stock Option Plans as required by SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are given in Annexure-I and form part of this report.

The Company has implemented the Employees Stock Options Schemes in accordance with the SEBI Guidelines and the resolutions passed by the shareholders. Certificate(s) confirming the same shall be placed before the Annual General Meeting for inspection.

Corporate Governance

Corporate Governance is about commitment to values and about ethical business conduct. It stems from the culture and mindset of a management; hence, measures of Corporate Governance should be more by self- discipline than by legislation and regulation.

Your Company strives for excellence with the objective of enhancing shareholders value and protecting the interest of shareholders. Your company ensures the practice of the Principles of Good Corporate Governance. Decisions are based on a set of principles influenced by the values, context and culture of the organization. All functions of the Company are discharged in a professionally sound, competent and transparent manner.

The detailed Corporate Governance Report of the Company in pursuance of Clause 49 of the Listing Agreement forms part of the Annual Report of the Company.

Directors

During the year under review, Mr. Sanjay Ray Chaudhuri was appointed as an additional director of the Company w.e.f. January 3, 2012. Mr. Sanjay Ray Chaudhuri holds office up to the date of the forthcoming Annual General Meeting. The Company has received notice from a member of the Company under section 257 of the Companies Act 1956 proposing the candidature of Mr. Sanjay Ray Chaudhuri for the Directorship. The Board recommends his appointment.

Further Ms. Subhash Bahl, director of the Company shall retire by rotation at the forthcoming Annual General Meeting of the Company. However, being eligible she has offered herself for re-appointment. Accordingly the Board recommends her re-appointment.

Mr. Raghav Bahl is Director of the Company since December 10, 2003 and was appointed as a Managing Director on September 1, 2006. His current tenure as a Managing Director expires on September 30, 2012. He has contributed significantly in the growth and development of the Company. Accordingly, in view of his contribution as well as rich and extensive experience in the media and entertainment sectors, he has been re- appointed as the Managing Director of the Company for a period of three years starting from 1st October 2012 to 30th September 2015. Such appointment is subject to necessary approval of the Shareholders of the Company and the Central Government.

Brief resume of aforesaid Directors, proposed to be appointed, the nature of their expertise in specific functional areas and name of Companies in which they hold directorships and chairmanship/ memberships of Board Committees as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India are provided in the Report on Corporate Governance forming part of this Report.

Mr. Ravi Chandra Adusumalli has resigned from the Directorship of the Company w.e.f. December 1, 2011. The Board hereby records its appreciation for the services rendered by him during his tenure.

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.

Subsidiaries

The Ministry of Corporate Affairs, Government of India vide its Circular no. 51/12/2007-CL-III dated February 8, 2011 has granted general exemption under section 212(8) of the Companies Act, 1956 from attaching the Directors Report, Balance Sheet, Profit & Loss Account and the Report of Auditors of the Subsidiary Companies with the Balance Sheet of the Company. The annual accounts of these subsidiary companies and the related detailed information will be made available to the shareholders seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any investor in its registered office and that of the concerned subsidiary companies. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

A statement of your Companys interest in its Subsidiary Companies is attached as Annexure - II to the Directors Report in terms of the provisions of Section 212 of the Companies Act, 1956.

Directors Responsibility Statement

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

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

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit or loss of the Company for the year under review;

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

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

Auditors & Auditors Report

The Statutory Auditors, M/s Walker, Chandiok & Co, Chartered Accountants, New Delhi retire at the forthcoming Annual General Meeting and are being eligible for re-appointment as such. The Board recommends the re-appointment of M/s Walker, Chandiok & Co, Chartered Accountants, New Delhi as the statutory auditors of the Company, who have given their consent to act as such and a certificate to the effect that their appointment, if made, will be within the limits specified under Section 224 (1B) of the Companies Act, 1956.

Cost Auditors

Pursuant to the Cost Audit Order as notified by the Ministry of Corporate Affairs (Cost Audit Branch) vide circular dated May 2, 2011 read with Cost Accounting Records (Telecommunication Industry) Rules 2011 as notified by the Ministry of Corporate Affairs vide GSR 869(E) dated December 7, 2011, the Company has appointed, M/s Pramod Chauhan & Associates, Cost Accountants, as the Cost Auditor of the Company for the financial year 2012-13 for conducting the audit of the Cost Records of the Company.

Explanation to Auditors Comment:

In regard to reservations/qualifications in the Auditors Report, the relevant notes on the accounts are self- explanatory and therefore do not call for any further comments of Directors. However, your Directors wish to offer the explanations in regard to note no. 5 of the Auditors Report. It is clarified that the Central Government has partially accepted the Companys application for approval of the remuneration paid to the Managing Director and the Company has filed a representation for reconsideration of the matter and approval is awaited.

Particulars of Employees

In terms of the Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, the name and other particulars of the employees are set out in the Annexure to the Directors Report. However, having regard to the provisions of Section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled to receive the annual report of the Company. Any members interested in obtaining such particulars may write to the Company at its Registered Office.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the report of the Board of Directors) Rules, 1988 the following information is provided:

a) Conservation of Energy

Your Company is not an energy intensive unit, however regular efforts are made to conserve the energy.

b) Research and Development

The Company continuously makes efforts towards research and developmental activities whereby it can improve the quality and productivity of its programmes.

c) Foreign Exchange Earnings and Outgo

The foreign exchange earnings and expenditure appear in Notes No. 40 and 41 of the Notes to the Accounts forming part of the Audited Annual Account.

Acknowledgement

Your Directors take this opportunity to place on record their deep appreciation for the continuous support extended by all the employees, Shareholders of the Company, various Government Departments and Bankers towards conducting the operation of the Company efficiently.

For and on behalf of the Board

Place : Noida Chairman

Date : August 4, 2012.


Mar 31, 2008

The Directors have pleasure in presenting the 13th Annual Report and Audited Accounts of Network 18 Media & Investments Limited (Formally known as Network 18 Fincap Limited) (hereinafter referred to as "Company" or "Network 18") for the Financial Year ended March 31,2008.

Financial Results

The key financial figures on standalone basis of your Company for the year ended March 31, 2008 are as follows:

(Rs. in million) Year ended Year ended March 31,2008 March 31,2007

Profit/ (Loss) before interest and depreciation 704.20 (26.29) Interest 258.18 32.93 Depreciation 1.80 1.04 Net operating profit before tax 444.20 (60.27) Provision for taxes/deffered taxes 1.49 0.25 Extraordinary item NIL NIL Net profit/ (loss) after tax 442.71 (60.52)

The summarized financial figures on consolidated basis of your Company for the year ended March 31, 2008 are as follows:

Year ended Year ended March 31, 2008 March 31,2007

Profit/ (Loss) before interest and depreciation 1,636.58 480.44 Interest 951.90 359.03 Depreciation 405.10 240.61 Net operating profit before tax 279.57 (119.20) Provision for taxes/deferred taxes 236.60 18.36 Extraordinary item NIL NIL Net profit/ (loss) after tax 16.91 (149.72)

Year under Review

During the year under review, the Company has achieved a turnover of Rs.1,434.25 million and EBDIT is Rs. 704.20 million. Audited Consolidated Financial Statements for the year ended March 31, 2008 also form a part of this Annual Report.

Dividend

The Directors have declared a maiden interim dividend of Rs. 1.25/- per equity share of Rs.5/- each for the Financial Year 2007-2008. The same was distributed to the shareholders whose name appeared in the Register of Members as on February 16,2008 (the record date for the purpose). Your Directors confirm that already paid dividend of 25% shall be taken as final dividend for the year under review.

Transfer to Reserves

We propose to transfer a sum of Rs. 4.5 million to General Reserves and retain Rs. 53.54 million in Profit & Loss Account.

Deposits

The Company has not accepted any deposits from public during the year under review.

Changes in Share Capital

The Company has issued 6,18,860 shares of Rs. 5 each to the employees on exercise of stock options. Consequently, the share capital of the Company has increased from Rs. 25,43,16,975/- to Rs. 25,74,11,275/-

Employee Stock Option and Purchase Plan

Your Company believes in rewarding its employees, who are behind the continued growth of the Company in every sphere of its activities, for the hard work, dedication and unstinted support. The Company has implemented various ESOP Plans in order to extend the benefits of the phenomenal growth that the Company has witnessed in the recent past to maximum number of employees In accordance with the Scheme of Arrangement between the Company, Television Eighteen India Limited (hereinafter referred to as TV18"), and SGA News Limited approved by the Honble High Court of Delhi on July 20,2006, the Compensation Committee of TV18 had decided that the employees of the TV18 will be granted options in Network 18 on the same terms as shares were allotted to the shareholders of TV18 in Network 18.

Pursuant to the above, your Company had launched various ESOP Plans with your approval on the same terms and conditions as contemplated under the corresponding TV18 ESOP Plans. The Company was managing a large number of Networkl 8 ESOP Plans which were successfully implemented. However, with a view to consolidate the existing ESOP Plans under a single plan, the Board took an approval of the shareholders for cancellation of un-granted options under the various ESOP Plans of the Company and consolidated the un-granted options under a fresh ESOP Plan for the employees. The cancellation of the un-granted options has not in any manner affected the options already granted by the Company to its eligible employees under old Schemes and such options shall remain in full force in accordance with the respective ESOP Plans. Accordingly, the employees of the Company are presently benefited from Networkl 8 Employees Stock Option Plan, 2007 (ESOP 2007) and Employee Stock Purchase Plan 2008 (ESPP 2008) besides the benefit drawn from the options granted but not vested under the old Schemes.

A Certificate from the Statutory Auditor of the Company for implementation of the ESOP 2007 and "ESPP 2008 in accordance with the SEBI Guidelines and the resolution passed by the members of the Company, will be made available for inspection by the members at the ensuing Annual General Meeting of the Company

Rights Issue

Your Company came out with a Rights Issue of 1,02,96,451 Partly Convertible Cumulative Preference Shares (PCCPS) of Rs. 200/- each with a detachable warrant during the year under review. The Company thanks its investors for the overwhelming response shown by them for the Rights Issue of the Company.

The Rights Issue was open from March 29,2008 to April 28,2008. The allotment of the PCCPS was made on May 15, 2008.

The PCCPS allotted under the Rights Issue consists of two parts:

Part A- Convertible portion: The convertible portion is compulsorily and automatically convertible into one Equity Share on the PCCPS becoming fully paid-up and an amount of Rs. 50 (Rs. 5 towards face value and Rs. 45 towards share premium) out of the Issue Price of Rs. 200/- will be appropriated towards issuance of each such Equity Share.

Part B- Non-convertible portion: After the part conversion of the PCCPS into Equity Share, the PCCPS having face value of Rs. 150/- shall be redeemed at the end of five years from the Allotment Date viz May 15, 2008 at the balance amount of Rs. 150/-.

The PCCPS holders shall be issued one Detachable Warrant for every PCCPS held by them on PCCPS becoming fully paid - up. Each Detachable warrant is convertible into one equity share at a date to be decided by the Company and on payment of the exercise price for the conversion of the Detachable Warrant. Your Company has sent notices to the PCCPS holders for depositing the call money of Rs 100/- per PCCPS . Presently the partly paid PCCPS has been suspended and the new allotment of PCCPS, Equity Shares and Detachable Warrants is expected to be made in the first week of September, 2008

Change of Name

The name of your Company was changed from Network 18 Fincap Limited to Networkl 8 Media & Investments Limited with effect from December 1,2007.

Change of Registered Office

There is no change in the registered office of the company during the year under review.

Change in the Objects Clause of Memorandum of Association of the Company.

During the year under review your Company floated a new Entertainment Events division, christened "E 18". E 18 conceptualise and stage large format events such as Busines Conferences, Conclaves, Seminars, concerts by International Artists, Bollywood shows/ Award nights in India & around the region. New clauses (5A to 5F) after clause (5) were added under the Main Object clause of the Memorandum of Association of the Compmay to enable initiation and carrying on of the the aforesaid business of events management.

Further, with a view to participate in and tap the growth opportunities in the non-cricketing space of the sports events in the country your Company launched a full fledged division within the Company under the name and style of Sport18 to initiate and carry on interalia the broadcasting, management, sponsorship etc of sports events in non- cricketing space.

Accordingly, the Main Objects Clause of the Memorandum of Association of the Company were amended again vide postal ballot dated June 6, 2008 by inserting new activities which were to be undertaken by SportW

Transfer of "Studio 18"

During the year under review the Network18 Group announced a strategic alliance with Viacom Inc. to create a 50 : 50 Joint Venture in India viz. Viacom 18. As part of the strategic alliance, your Company has entered into a Business Transfer Agreement to transfer its business undertaking of film production, distribution, marketing, acquisition of worldwide distribution rights, carried on by and under the name of "Studio 18" together with its Business Contracts, Employees, Books and Records, Business Agents, Business Properties, Stock and work in progress, Current Liabilities and Provisions, Current Assets, Business Goodwill and Business Intellectual Property Rights to Viacom 18.

Management Discussion and Analysis Report

In terms of requirement of clause 49 of the Listing Agreement with the Stock Exchange(s) Management Discussion and Analusis Report disclosing the operations of the Company in detail is provided sepately as a part of Directors Report.

Corporate Governance

Corporate Governance is about commitment to values and about ethical business conduct. It stems from the culture and mindset of a management; hence measures of Corporate Governance should be more by self-discipline than by legislation and regulation. Your Company strives for excellence with the objective of enhancing shareholders value and protecting the interest of shareholders. At Networkl 8 we ensure the practice of the Principles of Good Corporate Governance. Decisions are based on a set of principles influenced by the values, context and culture of the organization. All functions of the Company are discharged in a professionally sound, competent and transparent manner.

The detailed Corporate Governance Report of the Company in pursuance of Clause 49 of the Listing Agreement forms part of the Annual Report of the Company.

Listing of Shares

Your Companys securities are listed at:

a) Bombay Stock Exchange Limited, 1st Floor, Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai - 400 001; and

b) National Stock Exchange of India Limited, "Exchange Plaza", 5th Floor, Bandra -Kurla Complex, Bandra (E), Mumbai - 400 051.

Directors

We are saddened to inform you that Sh. P. N. Bahl a senior member of the Board of the Company passed away on May 15, 2008. The Board at its meeting held on July 31,2008 has appointed Ms. Subhash Bahl as a Director to fill the casual vacancy caused by the demise of Sh. P. N. Bahl. Ms. Subhash Bahl shall hold office for the remaining tenure of Late Sh. P. N. Bahl.

Ms. Vandana Malik, Director retires by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

Subsidiaries

The Company has obtained exemption from the Government of India, Ministry of Corporate Affairs from attaching the audited financial accounts, auditors report and directors report of its subsidiary companies with the Annual Report of the Company pursuant to Section 212 of the Companies Act. The Company will make available these documents/ details upon request by any investor of the Company. Pursuant to AS-21, issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company includes the financial information of its subsidiaries. The following information for each Subsidiary is also being disclosed in Annexure of the Directors Report: (a) Capital (b) Reserves (c) Total assets (d) Total liabilities (e) Details of investment (except in case of investment in subsidiaries) (f) Turnover (g) Profit before taxation (h) Profit after taxation (i) Propsed dividend.

"Group" as defined under Monopolies and Restrictive Trade Practices Act, 1969

Pursuant to intimation from Promoter(s) the names of Corporate entities comprising the group as defined in the Monopolies and Restrictive Trade Practices Act, 1969, have been disclosed in the Annual Report of the Company for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Directors Responsibility Statement

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

i) that in the preparation of the annual accounts for the financial year ended March 31, 2008, the applicable Accounting Standards have been followed;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit or loss of the Company for the year under review;

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

iv) that the Directors have prepared the accounts for the financial year ended March 31, 2008 on a going concern basis.

Auditors

The Auditors of the Company M/s G S Ahuja & Associates, Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed that their re-appointment as Auditors of the Company would be in accordance with the limits specified under Section 224 (1B) of the Companies Act, 1956.

Particulars of Employees

In terms of the Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975, as amended, the name and other particulars of the employees are required to be set out in the Annexure to the Directors Report. However, as per the provisons of Section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled to receive the annual report of the Company. Members who are interested in obtaining such particulars may write to the Company at its Corporate Office.

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

The particulars regarding foreign exchange earnings and expenditure appear in Schedule No. 13 in the Notes to the Accounts. Since the Company does not own any manufacturing facility, the other particulars in the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, are not applicable.

Acknowledgement

Your Directors thank the investors, shareholders, business associates and the bankers and lenders viz. IL & FS Limited, YES Bank, HDFC Bank, Punjab National Bank, DSP Merrill Lynch, Birla Global, L & T Limited and Kotak Mahindra Prime Limited for the continued support in your Companys growth. Your Directors place on record their deep appreciation of the high motivation and dedication of employees at all levels in contributing to the improved performance of your Company during the year.

For and on behalf of the Board

Place: Noida Date: July 31,2008 Chairman

 
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