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Directors Report of SITI Networks Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 9th Annual Report on the business and operations of the Company, together with the audited financial statements for the year ended March 31,2015.

FINANCIAL HIGHLIGHTS

The Financial Performance of your Company for the year ended March 31,2015 is summarized below:

(RS. million)

Consolidated

Particulars 2014-15 2013-14

Sales 9,059 6,972

Other Income 311 131

Total Income 9,370 7,103

Total Expenses 7,686 5,844

EBIDTA 1,684 1,259

Less: Finance costs 1,209 1,191

Less : Depreciation 1,328 838

Profit / (loss) before tax & -852 -770 Exceptional Items

Provision for Taxation (Net) 167 64

Profit / (loss) after tax & -1,019 -834 Exceptional Items

Less : Exceptional Items 0 0

Minority Interest 72 107

Profit / (loss) after tax -1,091 -941

Amount transferred to General 1,151 -1,583

Reserve

There have been no material changes and commitments that have occurred after close of the financial year till the date of this report, which affect the financial position of the Company.

BUSINESS OVERVIEW

The year started with the promise of digitization in Phase 3 areas and we were fully geared up to ensure that SITI Cable was well placed to gain significant market share in the process. Although, the digitization drive got slowed down due to the extension in the Phase 3 digitization deadline by the Government of India, we were able to successfully seed 1.23 million STBs proactively in Phase-3 areas and expand our reach from 60 cities to 130 cities across India.Overall Siti Cable managed to close the year with over 5 Million digital subscribers and expand our cable universe to 10.5 Million. We will continue to digitize the remaining analogue subscriber base and also expand in select strategic geographies to consolidate our presence.

The company made new forays into the broadband space and currently is offering broadband at speeds upto 100 Mbps on state of the art DOCSIS 2/3 Technology in Delhi/ NCR. Your Company has chalked out plans to expand broadband operations on all India basis and identified new markets for expansion in the next twelve months to increase its current subscriber base significantly.

You will be happy to know that SITI Cable continued to work closely with the Sector Regulator and maintain a high-focus on adherence to regulatory compliances, in order to minimize regulatory risk and provide the end customer a quality service experience. The company has also been at the forefront of bringing together leading MSOs for policy advocacy and establishing the All India Digital Cable Federation (AIDCF), which is the recognized industry body for the sector.

The industry continues to face an excessive tax burden in the form of both service tax and entertainment tax incidence, which is unhealthy considering it is the most popular and accessible medium of entertainment for the common man. There is a need to bring down the tax burden in line with other industries such as multiplexes and make cable a more affordable medium Siti Cable continues to monetize the business better and harness the inherent operational leverage that the business possesses. We worked with our LCO business associates to train and equip them with regards to the rapidly changing digital environment and serve the customer more effectively. We built durable relationships with leading content providers to ensure our subscribers get the best of content and value added services.

SITI Cable, as part of the Essel Group is working in consonance with other group companies to ensure economies of scale and derive synergies in various aspects of the value chain such as STB procurement, content cost and shared services.

We felt the need to bring in fresh talent from customer facing industries in line with our renewed focus on the end consumer and transition to a B2C business and have inducted the same at Senior Management and Middle management levels for our foray into broadband business on all India basis and also to drive execution capabilities. At the same time, processes and systems were further refined and streamlined to ensure the organization remains agile as it scales up.

In terms of overall perspective, FY2014-15 was a year of unique differentiation for your Company. Your Company's consolidated revenue grew by 32% to INR 9370 million from INR 7103 million in 2014. Core Revenue, excluding other income and activation grew even faster at 37% YoY to reach INR 8435 million.

The EBITDA also grew 34% to INR 1684 million compared to INR 1259 million last years. EBITDA, excluding other income and activation grew by a significant 132% YoY to reach INR 749 million, testimony to the inherent execution capabilities of your company. As an impact of successful digitization in phase I and II as well as proactive seeding in Phase 3, Subscription revenue grew by 57% over last fiscal. Carriage revenue grew by 9.6% YoY and broadband revenue grew by 53% YoY due to conscious decision by Management to use multiple growth levers and diversify revenue streams. Capital expenditure shall continue to be high this year as we strive for market expansion and establish our digital footprint to transform our business to a sustainable perpetual annuity with tremendous operating leverage which will generate a steady cash flow.

We continue to pursue expansion of our digital cable and broadband business in the current year, so that we are able to provide the consumer the best of the content in a platform neutral manner. Our eventual aim is to become a triple play service provider.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 and based on representations received from the operating management, the Directors hereby confirm that :-

i. in the preparation of the annual accounts, the applicable standards have been followed and there are no material departure;

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 loss of the Company for the financial 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors had prepared the annual accounts on a going concern basis;

v. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Subodh Kumar, IAS (Retd.), is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for re-appointment. The Board recommends their reappointment.

Mr. V.D.Wadhwa who has been holding the position of CEO of the Company since April 29, 2013, was appointed as the Executive Director of the Company for a period 3 years w.e.f. August 12, 2014, on the terms and conditions as approved by the shareholders by passing special resolution through postal ballot on October 14, 2014.

Pursuant to Section 149(1) of the Companies Act, 2013 the Board of Directors of the Company had on March 31, 2015 appointed a Women Director Ms. Kavita Kapahi as Additional Director in the category of Independent Director. Ms. Kavita Kapahi shall hold office upto the date of the ensuing AGM of the Company and, being eligible, offer herself for re-appointment. The Company has also received a notice in writing from a member proposing her candidature for the office of Director along with a deposit of Rupees one lakh.

During the period under review, Dr. Subhash Chandra resigned as Director of the Company w.e.f. April 4, 2015.

Further Brief Profile of Directors proposed to be appointed / re-appointed are given in the Reports on the Corporate Governance forming part of the Annual Report.

In compliance with the requirements of Section 203 of the Companies Act, 2013, Mr. V.D.Wadhwa, Executive Director & CEO, Mr. Sanjay Goyal, Chief Financial Officer and Mr. Suresh Kumar, Company Secretary of the Company were nominated as Key Managerial Personnel.

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Act, the Board hereby confirms that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6).

BOARD AND COMMITTEE MEETINGS

The Board met five times during the financial year, the details of which are given in the corporate governance report that forms part of the Annual Report.

The Board has constituted an Audit Committee with Mr. B.K. Syngal as the Chairman and Mr. Vinod Kumar Bakshi & Mr. Sureshkumar Agarwal as the members of the Audit Committee.

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the Listing Agreement.

BOARD EVALUATION

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. Based on such report of the meeting of Independent Directors and taking into account the views of executive directors and non- executive directors the Board had evaluated its performance on various parameters such as Board composition and structure, effectiveness of board processes, effectiveness of flow of information, contributions from each Directors etc.

AUDITORS Statutory Auditors

M/s. Walker Chandiok & Co. LLP, Chartered Accountants, having Firm Registration No. 001076N / N500013, Statutory Auditors of the Company, will retire at the conclusion of the ensuing AGM and being eligible have consented and offered themselves for re-appointment as Statutory Auditors for the financial year 2015-16. Pursuant to Section 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate dated May 27, 2015 from the Auditors to the effect, inter-alia, that their re-appointment, if made, would be within the limits laid down by the Act, shall be as per the term provided under the Act, that they are not disqualified for such re-appointment under the provisions of applicable laws and also that there is no proceeding against them or any of their partners pending with respect to professional matter of conduct.

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Secretarial Auditors

M/s Amit Agrawal & Associates, Company Secretaries in Whole Time Practice, were appointed as Secretarial Auditors of the Company for the financial year 2014-15 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is annexed to this report as Annexure - I and forms part of the same.

There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2014-15 which call for any explanation from the Board of Directors.

SUBSIDIARIES

During the period under review, the Company has subscribed on rights basis 45,000,000 equity shares of Indian Cable Net Company Limited, which is one of the subsidiary company of the Company.

During the period under review, the Company has acquired 51% stake in Siti Global Private Limited, Siti Karnal Digital Media Network Private Limited, Siri Digital Network Private Limited and 100% stake in Siti Broadband Services Private Limited. Accordingly, the total No. of subsidiary companies of the Company has increased to 18 as compared to 14 during the financial year 2013-14.

Pursuant to Section 129(3) of the Companies Act, 2013 and Accounting Standard- 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries. Further, a separate statement containing the salient features of the financial statements of subsidiaries of the Company in the prescribed form AOC-1 has been disclosed herewith as Annexure - II in the Consolidated Financial Statements.

LOANS, GUARANTEE OR INVESTMENTS MADE BY THE COMPANY

Particulars of loans, guarantees and investments made by the Company required under section 186(4) of the Companies Act, 2013 are contained in Note No. 44 to the Standalone Financial Statements.

RELATED PARTIES TRANSACTIONS

With reference to Section 134(3)(h) of the Companies Act, 2013, particular of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed Form No.AOC.2 is annexed herewith as Annexure - III.

Further, your attention is drawn to the Related Party disclosures set out in Note No. 34 of the Notes forming part of the Standalone Financial Statements.

MATERIAL CHANGES

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report other than those disclosed in the financial statements.

DEPOSITS

During the year under review, your Company has not accepted or invited any deposits under Chapter V of the Companies Act, 2013.

DIVIDEND

In view of losses during the year, your Directors have not recommended any dividend either on Equity Shares or Preference Shares for the year under review.

EMPLOYEE STOCK OPTION SCHEME

During the period under review, your Company has not granted any Stock Options. Further, 245,680 options were exercised by the employees. Accordingly, during the period under review, the Company has allotted 245,680 equity shares to eligible employees on such exercise. These shares have been listed on the BSE Limited and National Stock Exchange of India Limited.

Details of options granted till March 31, 2015 and other disclosures as required under Clause 12 ("Disclosure in the Directors' Report") of the SEBI (Employees Stock Option Scheme) Guidelines, 1999, as amended, are given in Annexure - IV to this Report.

RIGHTS ISSUE OF SHARES - RECEIPTS AND UTILISATION

Against the allotment of 236,767,351 equity shares of RS. 1/- each issued at a price of RS. 19/- per share (including premium of RS. 18/- per share) aggregating to RS. 4498.50 million during the financial year 2009-10 on rights issue basis, your Company had received a sum of RS. 4488.27 million. The utilization of proceeds of the money received through rights issue by the Company as on March 31,2015 are as under:-

(RS. million)

Right issue utilization Object of the Issue of the Total Receipt

Repayment of certain of our existing 2733.38 2733.38 unsecured loans

Funding our working capital requirements 275.97 265.90

Acquisition of MSOs and LCOs 186.70 141.80

Information technology infrastructure and ERP 0.30 0.30

General corporate purposes 1252.20 1231.27

Issue expenses 39.72 39.72

Total 4488.27 4412.37

Remaining unutilised Object of the Issue as on 31.03.2015

Repayment of certain of our existing 0.00 unsecured loans

Funding our working capital requirements 10.07

Acquisition of MSOs and LCOs 44.90

Information technology infrastructure and ERP 0.00

General corporate purposes 20.93

Issue expenses 0.00

Total 75.90

SHARE CAPITAL

During the period under review, the authorised share capital of the Company has been increased from RS. 750 million to RS. 1000 million, by creation of additional 250,000,000 (Two Hundred Fifty Million) Equity Shares of RS. 1/- each vide resolution passed on October 14, 2014 through postal ballot.

The paid-up equity share capital of the Company as on March 31, 2015 was RS. 677.63 million comprising of 677,633,135 equity shares of RS. 1/- each. During the period under review, the Company has allotted:

* 93,500,000 equity shares on April 2, 2014 on preferential basis to two foreign promoter entities upon conversion of equal number of Warrants;

* 63,174,540 equity shares on March 9, 2015 on QIP (Qualified Institutional Placement) basis; and

* 77,840 equity shares on February 4, 2015 and 167,840 equity shares on March 26, 2015 against the options exercised by employees pursuant to Employees Stock Option Scheme of the Company.

Accordingly, during the review, the paid up equity share capital of the Company has been increased by Rs. 156.92 millions i.e. from RS. 520.71 million as on March 31,2014 to RS. 677.63 million as on March 31, 2015.

CORPORATE GOVERNANCE & POLICIES

Your Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of Clause 49 of the Listing Agreement and applicable provisions of Companies Act, 2013.

A detailed report on Corporate Governance together with the Certificate of Amit Agrawal & Associates, Practicing Company Secretaries, on compliance is attached to this Annual 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 is presented in separate section forming part of the Annual Report.

The Audit Committee of the Board has been vested with powers and functions relating to Risk Management which inter alia includes (a) review of risk management policies and business processes to ensure that the business processes adopted and transactions entered into by the Company are designed to identify and mitigate potential risk; (b) laying down procedures relating to Risk assessment and minimization; and (c) formulation, implementation and monitoring of the risk management plan.

In compliance with the requirements of Section 178 of the Companies Act, 2013, the Nomination & remuneration Committee of your Board had fixed various criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification / experience, areas of expertise and independence of individual. The Committee had also approved in-principle that the initial term of an Independent Director shall not exceed 3 years. Your Company has also adopted a Remuneration Policy, salient features whereof is annexed to this report as Annexure - V.

Your Board has in accordance with the requirements of Companies Act, 2013 and Clause 49 of the Listing Agreement has adopted new policies and amended existing policies such as policy on Related Party Transaction, Code of Conduct for Directors and Senior Management, Corporate Social Responsibility Policy and Whistle Blower and Vigil Mechanism Policy. These policies are available on the website of the Company and can be viewed on www.siticable.com

CORPORATE SOCIAL RESPONSIBILITY

The Company aims to remain essential to the society with its social responsibility, strongly connected with the principle of sustainability. It is responsibility of your Company to practice its corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interest of Stakeholders.

Even though Section 135 of the Companies Act, 2013 is not applicable to the Company as it does not fall under any of the eligibility criteria prescribed therein, the Company has formulated the Corporate Social Responsibility Committee.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the attached Consolidated Financial Statements have been prepared in accordance with the Accounting Standard AS 21 -Consolidated Financial Statements read with Accounting Standard AS 23 - Accounting for Investments in Associates, and Accounting Standard AS 27 -Financial Reporting of Interests in Joint Ventures and forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT & CORPORATE GOVERNANCE

In terms of requirement of Clause 49 of the Listing Agreement with the Stock Exchange(s) a separate section on Management Discussion and Analysis Report- disclosing the operations, performance and outlook of the business in which the Company operates forms an integral part of this report.

Your Company is committed to maintain the highest standards of Corporate Governance. Your Company observes high standards of corporate governance in all areas of its functioning with strong emphasis on transparency, integrity and accountability. Your Company has complied with all the requirements as per Clause 49 of the listing agreement of the Stock Exchanges, as amended from time to time. The Auditor's certificate on compliance with Clause 49 is included in the section on Corporate Governance in this Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual return in Form MGT -9 is annexed herewith as Annexure - VI.

PARTICULARS OF EMPLOYEES

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 attached as Annexure - VII which forms part of this report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as Annexure - VII which forms part of this report.

INTERNAL FINANCIAL CONTROL

The Company has a well placed, proper and adequate internal control system, which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. As per Section 138 of the Companies Act, 2013 on the recommendation of the Audit Committee, the Board of Directors has appointed M/s. Rajneesh Gupta & Co., Chartered Accountants as the Internal Auditor of the Company. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Internal Auditors findings are discussed at quarterly basis and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

Based on internal financial control framework and compliance systems established in the Company, the work performed by statutory, internal and secretarial auditors and reviews performed by the management and/or relevant Audit and other Committees of the Board, your Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15

VIGIL MECHANISMS/ WHISTLE BLOWER POLICY

The Company has established a vigil mechanism/framed a whistle blower policy. The policy enables the employees and other stakeholders to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy.

This policy is reviewed annually by the Audit Committee to check the effectiveness of the policy.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend appropriate action.

The Company has not received any complaint of sexual harassment during the financial year 2014-15.

REGULATORY ORDERS

No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future.

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

The Company is a Multi System Operator (MSO) and is carrying on business of, inter alia, reception of signals of channels of various Broadcasters and distribution of same through cable networks. Since this does not involve any manufacturing activity, most of the Information required to be provided under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are nil / not applicable.

However the information as applicable is given hereunder:-

Conservation of Energy

1 The steps taken or impact or conservation Your Company,being a of energy. service provider, requires minimal energy consumption and every 2 The steps taken by the company for endeavour is made to utilizing alternate sources of ensure optimal use energy of energy,avoid wastage and conserve energy as 3 The capital investment on energy far as possible. conservation equipments.

Technology Absorption

1 The efforts made towards technology Your Company uses absorption. latest technology and equipment's for 2 The benefits derived like product distribution of Cable improvement, cost reduction, TV Signals. However product development or import since the Company is substitution. not engaged in any manufacturing, the 3 In case of imported technology information in connect (imported during the last three ion with technology years reckoned from the beginning absorption is Nil. of the financial year):- a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place,and the reasons thereof;

4. The expenditure incurred on Research and Development.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of Foreign Exchange Earnings and Outgo are mentioned in Note Nos. 40 to 41 of the Notes forming part of the Standalone Financial Statements of the Company.

HUMAN RESOURCES

Your Company gives its human resources a special status and strongly believes that quality of its employees can be improved by consistently investing in them. The Company develops its human resources through education, training and enhanced benefits that ultimately leads to a quality service delivery. The Company has one of the most adept management team that is strategically transforming its cable business to broadband business.

Attracting, developing and retaining talent has been found to be a fundamental solution for implementation of business plans. The Company is extensively focusing on change management that can absorb new businesses, ideas and people. Talent is being sought from across industries with focus on on-boarding people with broadband experience.

Your Company embraces the notion of good human capital bringing in competitive advantages and development of human resources becomes part of its overall effort to achieve cost effective and firm performance.

ACKNOWLEDGEMENT

Your Directors' place on record their appreciation of the contribution made by the employees at all levels. Your Directors also express their gratitude for valuable support and cooperation extended by various Governmental Authorities mainly Ministry of Information and Broadcasting, Ministry of Communication and Information Technology, Telecom and Regulatory Authority of India and other stakeholders including local cable operators, bankers, financial institutions, viewers, broadcasters, vendors and other service providers, and also look forward to their continued support in future.

For and on behalf of the Board

Vinod Kumar Bakshi V.D.Wadhwa Director Executive Director & CEO

Place : Delhi Dated : May 28, 2015


Mar 31, 2013

To, The Members of SITI Cable Network Limited

The Directors take pleasure in presenting the Seventh Annual Report of the Company together with Audited Statement of Accounts for the year ended March 31, 2013.

FINANCIAL PERFORMANCE

The financial performance of consolidated operations of your Company during the Financial Year 2012-13 is summarized in the following table:

(Rs. millions)

Particulars For The Year Ended March 31,2013 March 31,2012

Sales & Services 4,696.4 3,428.2

Other Income 140.3 214.4

Total Income 4,836.7 3,642.6

Total Expenses 3,967.0 3,450.6

Operating Profit / (Loss) 869.7 192.0

Less: Finance Cost 863.7 566.4

Less: Depreciation 563.1 304.1

Profit/ (Loss) before Tax & Exceptional Item (557.1) (678.5)

Provision for Taxation (Net) 46.3 29.9

Profit (Loss) after Tax before Exceptional Item (603.4) (708.4)

Less: Exceptional Item 5.3 240.3

Minority Interest 3.0 (35.2)

Profit/(Loss) after Tax (640.7) (913.5)

BUSINESS OVERVIEW

Your Company is one of India''s largest Multi System Operator (MSO) with 56 analogue and 14 digital head ends and a network of more than 12000 Kms of optical fibre and coaxial cable. It provides its cable services in India''s 60 key cities and the adjoining areas, having reach of over 10 millions viewers.

Your Company deploys State-of-the-art technology for delivering multiple TV signals to enhance consumer viewing experience. Its product range includes Digital Cable Television, Analogue Cable Television, Broadband and Local Television Channels. Your Company has been providing services in digital and analogue mode, armed with technical capability to provide features like Broadband services, Video on Demand, Movie on Demand, Pay per View, Electronic programming Guide (EPG) and gaming through a Set Top Box (STB). All products are marketed under "SITI" brand name.

During the year, your Company has successfully implemented the digitization of TV signals in its 20 key markets which falls under Phase-1 & 2 cities of mandated Digital Addressable System (DAS) besides expanding Digital horizon in Cities falling in DAS phase 3 & 4. For this transition, the Company has carried out Technology up gradation and procurement of Set-top boxes (STB''s). Your Company also aligned the interests of local cable operators, content aggregators, broadcaster and consumer in a transparent manner while complying with stipulated regulations which gave a big push to the digitization drive of the Company.

Your Company expanded its business and ground presence by starting operations in newer areas and it undertook strategic cost reduction initiatives to enhance efficiencies and optimize resources.

From almost every perspective FY2012-13 was an impressive year for your Company:

- The total revenues grew by 33% to Rs. 4,836.6 millions from Rs. 3,642.6 millions during the last fiscal.

- The Company posted a consolidated operating profit (EBITDA) of Rs. 869.6 millions, which was a significant achievement as compared to operational profit of Rs. 192.0 millions during the last fiscal.

- The Company expands its business operations in new Strategic towns in Central India Locations and Eastern part of the country.

- The Company has seamlessly installed 3 million Set-top-Boxes (STBs) in its markets in Phase-I and Phase II.

- Your Company is the first and only company in the digital cable space to provide "Own Your Customer (OYC)" web based subscriber management system application to its business partners to serve the subscriber better.

- Initiated Subscriber Wise billing in Digital Regime in adherence to Regulatory compliances and built consumer connect.

Media & Entertainment Industry

According to FICCI-KPMG Indian Media & Entertainment Industry Report, 2012 was a challenging year for the industry as a whole, it was also a year of significant changes; as value chains were re-arranged and business models re-defined. These changes, while painful in the short run, but will position the Indian M&E industry on a stronger footing for the future.

The Indian M&E industry grew from INR 728 billion in 2011 to INR 821 billion in 2012, registering an overall growth of 12.6 percent. Given the impetus introduced by digitization, continued growth of regional media, upcoming elections, strength in the film sector and fast increasing new media businesses, the industry is estimated to achieve a growth rate of 11.8 percent in 2013 to touch INR 917 billion. The sector is projected to grow at a healthy CAGR of 15.2 percent to reach INR 1661 billion by 2017.

Television continues to be the dominant segment in the M&E sector; however strong growth is visible in new media, animation, Films and Music segment on the back of strong content and the benefits of digitization. The benefits of digital addressable system (DAS) rollout are expected to contribute significantly to strong continued growth in the TV sector revenues and its ability to invest in and monetize content. The sector is expected to grow at a CAGR of 18 percent.

Cable TV Industry

The total number of TV households grew from 146 millions in 2011 to 154 millions by the end of 2012, showing an increase of 5.4 percent. The penetration of Cable & Satellite IC&S) households increased from 81 percent of total TV households in 2011 to 84 percent in 2012. The overall number of C&S households increased by 11 millions during 2012 to reach 130 millions, registering a growth of 9 percent over last year.

The year 2012 heralded the much awaited start to digitization of cable industry. Despite some hiccups, Phase 1 and 2 cities saw significant progress in implementation of mandatory digital addressable system (DAS). Digitalization under phase-1 of DAS has been a success with industry attaining 100% digitization in Delhi & Mumbai, followed with some delay by Kolkata. Digital Cable TV has been a clear winner garnering more than 70% share of digital Set-top-boxes in these cities. At the end of March 2013, over 67% of the digitization target has been achieved in Phase-2 cities of DAS as reviewed by MIB.

The Cable TV Industry now hopes to realize benefits over the medium term - including enhanced ability to monetize content, greater transparency, equitable revenue share across the value chain and hence increased ability to invest in differentiated and sophisticated content. The benefits will be visible in 2013-14 as MSO drive the addressability and work with last mile local cable operator to ramp up chosen content, billing and collection.

DIVIDEND

In view of losses during the year, your Directors have not recommended any dividend either on Equity Shares or Preference Shares for the year under review.

RIGHTS ISSUE OF SHARES - RECEIPTS AND UTILISATION

During the financial year 2009-10, your Company had come with Rights Issue of 23,67,67,351 equity shares of Rs. 1/- each issued at a price of Rs. 19/- per share (including premium of Rs. 18/- per share) aggregating to X 4,498.5 millions. Your Company had received a sum of Rs. 4,488.27 millions towards the rights issue of equity shares. The utilization of proceeds of the money received through rights issue by the Company as on March 31, 2013 are as under:

(Rs. millions) Object of Issue Right Issue- Utilization Remaining Unutilized of Total Receipt as on 31.03.2013

Repayment of certain of our existing unsecured loans 2733.38 2733.38 0.00

Funding our working capital requirements 275.97 265.90 10.07

Acquisition of MSOs and LCOs 186.70 141.80 44.90

Information technology infrastructure and ERP 0.30 0.30 0.00

General corporate purposes 1252.20 1231.27 20.93

Issue expenses 39.72 39.72 0.00

Total 4488.27 4412.37 75.90

EMPLOYEES STOCK OPTION SCHEME

Pursuant to approval from Members obtained at the First Annual General Meeting of the Company held on September 18, 2007, your Company has implemented Employee Stock Option Plan - ESOP-2007 to grant stock options to its eligible employees. Applicable disclosures pursuant to Clause 12 - "Disclosure in the Directors'' Report", of the SEBI (Employees Stock Option Scheme) Guidelines, 1999, as amended, relating to Employees Stock Options as at March 31, 2013, are given in Annexure A to this Report.

A Certificate from the Statutory Auditors of the Company M/s. Walker Chandiok & Co, Chartered Accountants, New Delhi, with respect to the implementation of Company''s ESOP Scheme, will be placed before the shareholders in the next Annual General Meeting and a copy of the same shall be available for inspection at the Registered Office of the Company on all working days (except Saturday and Sunday) between 2.00 p.m. to. 5.00 p.m., up to the date of Annual General Meeting.

DIRECTORS

As per the provisions of the Companies Act, 1956 read with Article 97 of the Articles of Association, Mr.Subhash Chandra, Director is liable to retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr.Subodh Kumar was appointed as Additional Director with effect from May 30,2013. Pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr.Subodh Kumar holds office only up to the date of the ensuing Annual General Meeting of the Company. The Company has received appropriate notice under Section 257 of the Companies Act, 1956 along with requisite deposits, proposing the candidature of Mr.Subodh Kumar for the office of Director, liable to retire by rotation.

Mr.V.D.Wadhwa has been appointed as Additional Director and Executive Director of the Company with effect from June 1, 2013. Pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr.V.D.Wadhwa holds office of Director only up to the date of the ensuing Annual General Meeting of the Company. The Company has received appropriate notices under Section 257 of the Companies Act, 1956 along with requisite deposits, proposing the candidature of Mr.V.D.Wadhwa for the office of Director.

Mr. Amit Goenka, Whole Time Director of the Company has given his resignation from the office of Director of the Company effective from close of May 31, 2013.

Brief Profile of Directors proposed to be appointed/re-appointed has been included in the Reports on the Corporate Governance forming part of the Annual Report.

CHANGE OF NAME OF THE COMPANY

The name of your Company has been changed from "Wire & Wireless (India) Limited" to "Siti Cable Network Limited" vide fresh Certificate of Incorporation dated September 5, 2012 issued by the Registrar of Companies, Maharashtra, Mumbai.

CONVERTIBLE WARRANTS

During the year under review, the Company had issued 16,20,00,000 (Sixteen Crores Twenty Lacs) Warrants convertible into equivalent number of Equity Shares of Rs. 1 each of the Company to the entities forming part of Promoters / Promoter Group of Company viz. M/s. Essel International Limited and Essel Media Ventures Limited, at a price of Rs. 20/- (Rupees Twenty

Only) per warrant, [being the price higher than the price determined in accordance with the SEBI (ICDR) Regulations, 2009, aggregating to Rs. 324,00,00,000/- (Rupees Three Hundred and Twenty Four Crores only).

The company has so far received an amount equivalent to 25% of the issue price i.e. Rs. 5/- (Rupees five only) per Warrant aggregating to Rs. 81,00,00,000/- (Rupees Eighty One Crore) form the allottees of the Warrants. The holders of each Warrant will be entitled to apply for and obtain allotment of one equity share of Rs. 1 each of the Company against each Warrant at anytime on or before the expiry of 18 months from the date of allotment thereof, in one or more tranches, upon payment of balance subscription amount of Rs. 15 per warrant. In the event the entitlement against the Warrants to apply for the Equity shares is not exercised within the aforesaid period of 18 months from the date of allotment thereof, the entitlement of the Warrant holders and/or the transferees to apply for Equity Shares of the Company along with the rights attached thereto shall expire and the upfront 25% amount paid on the Warrants shall stand forfeited.

REDEMPTION OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES

During the financial year 2009-10, your Company had issued on private placement basis 1920 number of 9.95% Secured Redeemable Non-Convertible Debentures (SRNCDs) aggregating to Rs. 1,920 millions. These SRNCDs were listed on Wholesale Debt Market Segment of National Stock Exchange of India Limited. Upto March 31,2012, the Company had repaid 70% of the aggregate value of SRNCDs, constituting an amount of Rs. 1,344 millions. During the year under review, as per the terms of issuance, the Company had repaid balance 30% of the value of SRNCDs constituting an amount of Rs. 576 millions.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges.

A separate section titled ''Corporate Governance'' together with the certificate from Balika Sharma & Associates, Practicing Company Secretary, confirming compliance with the requirements of Clause 49 of the Listing Agreement(s) with the Stock Exchanges, as also the Management Discussion and Analysis Statement, forms part of the Annual Report.

SUBSIDIARIES COMPANIES

During the year under review, the Company has acquired 51% equity stake in Siti Jony Digital Cable Network Private Limited, Siti Krishna Digital Media Private Limited and Siti Faction Digital Private Limited and 74% equity stake in Siti Guntur Digital Network Private Limited. Accordingly, during the year under review the number of subsidiary companies of the Company has increased to 13, as compared to 9 during the financial year 2011-12.

Statement pursuant to Section 212 of the Companies Act, 1956, relating to the subsidiaries is annexed to this report as Annexure - B''.

The Ministry of Corporate Affairs, Government of India vide General Circular No.2/2011 dated February 8, 2011, has granted general exemption from the provisions of Section 212, subject to compliance of certain conditions as stipulated in the said General Circular, which inter alia include disclosures of specified financial highlights in consolidated balance sheet pertaining to each subsidiary. Your Board has decided to avail the said general exemption from applicability of provisions of Section 212 of the Companies Act, 1956, and accordingly, the Annual Accounts of all thirteen (13) subsidiary companies for the financial year ended March 31, 2013 are not being attached with the Annual Report of the Company. However, as per the requirement of para (iv) of the Direction issued under Section 212(8) of the Companies Act, 1956, by the Ministry of Corporate Affairs vide General Circular No.2/2011 dated 08/02/2011, the disclosures of specified financial highlights in consolidated balance sheet pertaining to each subsidiary have been made. The annual accounts of the subsidiary companies and related detailed information shall 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 shareholders at the Registered Office of the Company.

HOLDING COMPANY

During the year under consideration, due to inter se transfer of equity shares amongst promoter entities, M/s Bioscope Cinemas Private Limited ceased to be the holding company of Siti Cable Network Limited. As on March 31, 2013, the Company has no Holding Company.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the attached Consolidated Financial Statements have been prepared in accordance with the Accounting Standard AS 21 - Consolidated Financial Statements read with Accounting Standard AS 23 - Accounting for Investments in Associates and Accounting Standard AS 27 - Financial Reporting of Interests in Joint Ventures and forms part of the Annual Report.

AUDITORS

M/s. Walker Chandiok & Co., Chartered Accountants, New Delhi, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, will be in accordance with the limits specified under Section 224(1 B) of the Companies Act, 1956.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted or renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

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

Your Company is a Multi System Operator (MSO) and is carrying on business of, inter alia, reception of signals of channels of various Broadcasters and distribution of same through cable networks. Since this does not involve any manufacturing activity, most of the Information required to be provided under Section 217(1)[e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors] Rules, 1988, are not applicable.

However the information as applicable is given hereunder:

Conservation of Energy:

Your Company, being a service provider, requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

Technology Absorption:

In its endeavor to deliver the best to its viewers and business partners, your Company has been constantly active in harnessing and tapping the latest and best technology in the industry.

Foreign Exchange Earnings and Outgo:

Particulars of foreign exchange earnings and outgo during the year are given in Note No. 40 of the Standalone Notes to the Accounts forming part of the Financials Statements of the Company.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 (Act'') read with the Companies [Particulars of Employees) Rules, 1975 is required to be set out in an annexure to this Directors'' Report. However, in terms of Section 219(1)(b) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary at the Corporate Office. None of the employees listed in the said annexure are related to any Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on representations received from the operating management, the Directors hereby confirm that:-

a) in the preparation of the Annual financial statements for the year ended March 31, 2013, the applicable Accounting Standards have been followed and there are no material departures;

b) they have selected such accounting policies in consultation with the statutory auditors 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 for the year ended March 31, 2013 and the loss of the Company for that period;

c) they have taken proper and sufficient care for the 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

d) they have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Board wishes to convey its appreciation to all the Company''s employees for their enormous personal efforts as well as their collective contribution towards success of your Company. Your Directors also express their gratitude for the valuable support and co-operation extended by various Governmental Authorities, mainly Ministry of Information and Broadcasting, Ministry of Communication and Information Technology, Telecom and Regulatory Authority of India and other stakeholders including Local Cable Operators, Bankers, Financial Institutions, Viewers, Broadcasters, Vendors and Service Providers. For and on behalf of the Board

Amit Goenka Sureshkumar Agarwal

Whole-time Director Director

Place : Mumbai Date: May 30, 2013


Mar 31, 2012

To, The Members of Wire and Wireless (India) Limited

The Directors take pleasure in presenting the Sixth Annual Report of the Company together with Audited Statement of Accounts for the year ended March 31 , 2012.

FINANCIAL PERFORMANCE

(Rs. In Millions)

Particulars For the year ended March 31, 2012 March 31, 2011

Sales & Services 2,457.8 2,177.5

Other Income 206.7 94.88

Total Income 2,664.5 2,272.44

Total Expenses 2,440.0 2,093.76

Operating Profit/ (Loss) 224.5 178.7

Less: Finance Cost 565.2 566.4

Less: Depreciation 236.8 173.0

Profit/ (Loss) before Ta x & Exceptional Item (577.5) (560.7)

Provision for Taxation (Net) 12.4 6.4

Profit/ (Loss) after Tax before Exceptional Item (589.9) (567.1)

Less: Exceptional Item 231.5 -

Profit / (Loss) after Tax (821.4) (567.1)

Add: Balance Brought Forward from Previous Year (4,610.1) (4,043.0)

Balance Carried To Balance Sheet (5,431.4) (4,610.1)

BUSINESS OVERVIEW

Wire and Wireless (India) Limited is one of India's largest Multi System Operator (MSO), with 54 analogue and 13 digital head ends and a network of more than 12000 Kms of optical fiber and coaxial cable, it provides its cable services in India's 58 key cities and the adjoining areas, reaching out to over 10 million viewers.

Your Company deploys State-of-the-art technology for delivering multiple TV signals to enhance consumer viewing experience through multiple products ranging from Analogue Cable Television, Digital Cable Television, Broadband and Local Television Channels. Your Company has been providing services in analogue and digital mode, armed with technical capability to provide features like Video on Demand, Pay per View, Electronic Programming Guide (EPG) and gaming through a Set Top Box (STB). All products are marketed under SITI brand name.

During the year, your Company has maintained strong momentum and strengthened the operations. Majority of Company's Analog Business units are operationally self-sustainable, resulting in operational profits. While on one hand, your Company expanded its business and ground presence by starting operations in newer areas, on the other hand, it undertook strategic cost reduction initiatives to enhance efficiencies and optimize resources.

Every opportunity has been exploited to streamline operations, realign corporate and regional functions, reducing overhead costs, increase focus and accountability of the Company's leadership team and improve performance of our core service lines.

From almost every perspective FY 2011-12 was an impressive year for your Company:

- The Consolidated operating revenues grew by 15% to Rs. 3,643 million from Rs. 3,167 million during the last fiscal.

- The Company posted a consolidated operating profit (EBITDA) of Rs. 192 million, which was a significant achievement as compared to operational profit of Rs. 164 million during the last fiscal.

- Indian Cable Net Company Limited, a subsidiary of WWIL, has been honored Certificate of Excellence by Inc. India 500 for the second consecutive year.

- WWILwas conferred with "Amity HR Excellence Award for Leadership Development".

Media & Entertainment Industry

According to FICCI-KPMG Indian Media & Entertainment Industry Report, 2011 has been a dynamic year for the Indian Media & Entertainment Industry - A year in which the transformation of the industry began to take hold.

The Indian Media & Entertainment (M&E) industry has registered a growth of 12 percent over 2010 to reach INR 728 billion. This double digit growth was backed by strong media consumption in Tier 2 & Tier 3 cities, continued growth of regional media and fast increasing new media businesses. As the industry braces for exciting times ahead, the sector is projected to grow at a Compounded Annual Growth Rate (CAGR) of 14.9 percent to touch INR 1,457 billion by 2016. The potential for increase in media penetration, growing importance of regional markets, increasing consumption in tier 2 and 3 cities, impact of regulatory changes, more focused consumer research, innovation in content, marketing and delivery platforms to serve different niches, increasing device penetration like mobiles, tablets, PCs etc., all point towards a very positive future for the industry.

Cable TV Industry

In sync with overall growth scenario cable television has also registered an impressive escalation over last year. The total number of TV households grew from 138 million in 2010 to 146 million by the end of 2011, showing an increase of 5.8 percent. The penetration of Cable & Satellite (C&S) households increased from 78 percent of total TV households in 2010 to 81 percent in 2011. The overall number of C&S households increased by 11 million during 2011 to reach 119 million, registering a growth of 10 percent over last year.

The cable television industry in India is poised for one of its most significant developments in the last decade - a transformation to the Digital Addressable System (DAS) for television distribution.

The Cable Television Networks (Regulation) Amendment Act, 2011 has made it mandatory for switch-over of the existing analogue Cable TV networks to Digital Addressable System (DAS) by December 2014 in a phased manner. As per the mandate four metros viz. Delhi, Mumbai, Kolkata and Chennai have to shift to digital cable by October 2012. The next phase will include cities with population greater than one million to make the transition by March 2013. All urban areas are expected to shift from analogue to digital cable by September 2014 and the rest of the country by December 2014.

Digitization is being seen as the game changer for the entire Indian TV industry, as it will reduce under reporting, brings in transparency and boost in subscription revenue in the industry and it will be win-win situation for all stakeholders. The Consumers will benefit the most with more channels of their choice besides sharper pictures and better sound quality. And further scope of receiving host of Value Added Services (VAS) like MOD, Broadband etc.

DIVIDEND

In view of losses during the year, your Directors have not recommended any dividend either on Equity Shares or Preference Shares for the year under review.

CHANGE IN SUBSCRIBED & PAID UP EQUITY CAPITAL CONSEQUENT UPON FORFEITURE

During the year under review, due to non-payment of first and final call money, the Board had in accordance with the terms of Rights issue and in accordance with Articles of Association of the Company, forfeited 12,27,123 partly paid-up equity shares, resulting in reduction of paid-up share capital of the Company from Rs. 452.83 million comprising of 45,22,12,915 fully paid equity share of Rs. 1 each and 12,27,123 partly paid equity shares of Rs. 1 each ( paid up to Rs. 0.50 per share ) to Rs. 452.21 million comprising of 45,22,12,915 equity shares of Rs. 1 each.

RIGHTS ISSUE OF SHARES - RECEIPTS AND UTILISATION

During the financial year 2009-10, your Company had come with Rights Issue of 23,67,67,351 equity shares of Rs. 1/- each issued at a price of Rs. 19/- per share (including premium of Rs. 18/- per share) aggregating Rs. 4,498.5 million to the equity shareholders in the ratio of 109 equity shares for every 100 equity shares held by them. The amount of Rs. 19/- was payable in two installments i.e. Rs. 9/- per share on application (including Rs. 0.50 towards capital) and the balance Rs. 10/- per share (including Rs. 0.50 towards capital) was payable after six months at the option of the Company but within twelve months from the date of allotment.

Out of such 23,62,22,285 equity allotted on October 29, 2009, against rights issue, the Company had received first and final call money in respect of 23,49,95,162 equity shares. However, 12,27,123 equity shareholders had failed to make payment of first and final call money despite of sending first & final call money notice dated April 23, 2010; and various reminder notices including final reminder notice dated April 28, 2011. Consequently these partly paid-up shares were forfeited by the Board of Directors on October 19, 2011, resulting in reduction of paid-up share capital of the Company from Rs. 452.83 million comprising of 45,22,12,915 fully paid equity share of Rs. 1 each and 12,27,123 partly paid equity shares of Rs. 1 each (paid up to Rs. 0.50 per share) to Rs. 452.21 million comprising of 45,22,12,915 equity shares of Rs. 1 each.

Your Company has so far received a sum of Rs. 4,488.27 million towards the rights issue of equity shares. The utilization of proceeds of the money received through rights issue by the Company, as on March 31, 2012 are as under:

(Rs. In Millions)

Objects of the Rights Issue* Right Issue - Utilization of Total Receipts

Repayment of certain of our existing unsecured loans 2,733.38 2,733.38

Funding our working capital requirements 275.97 265.90

Acquisition of MSOs and LCOs 186.70 21.80

Information technology infrastructure and ERP 0.30 0.30

General corporate purposes 1,252.20 781.27

Issue expenses 39.72 39.70

Total 4,488.27 3,842.35

(*)Pursuant to the approval of the Audit Committee and also of the Board of Directors in their respective meetings both held on October 19, 2011, the proceeds of rights issue had been revised by utilizing the additional amount of Rs. 733.80 million for repayment of unsecured loan and Rs. 450 million for general corporate purposes, which were envisaged for utilization towards working capital purposes (Rs. 1,023.38 million) and MSO Acquisition (Rs.160 million).

EMPLOYEES STOCK OPTION SCHEME

Pursuant to approval from Members obtained at the First Annual General Meeting of the Company held on September 18, 2007, your Company has implemented Employee Stock Option Plan - ESOP-2007 to grant stock options to its eligible employees. Applicable disclosures pursuant to Clause 12 - 'Disclosure in the Directors' Report' of the SEBI (Employees Stock Option Scheme) Guidelines, 1999, as amended, relating to Employees Stock Options as at March 31, 2012, are given in 'Annexure A' to this Report.

A Certificate from the Statutory Auditors of the Company M/s. S. R. Batliboi & Associates, Chartered Accountants, Gurgaon, with respect to the implementation of Company's ESOP Scheme, will be placed before the shareholders in the next Annual General Meeting and a copy of the same shall be available for inspection at the Registered Office of the Company on all working days (except Saturday and Sunday) between 2.00 p.m. to 5.00 p.m., up to the date of Annual General Meeting. DIRECTORS

Mr. Arun Kumar Kapoor resigned as Director of the Company with effect from the close of July 12, 2011. Your Board places on record its appreciation for the contributions made by Mr. Arun Kumar Kapoor during his tenure as Director of the Company.

As per the provisions of the Companies Act, 1956 read with Article 97 of the Articles of Association, Mr.Sureshkumar Agarwal retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Brief Profile of Mr. Sureshkumar Agarwal, Director proposed to be re-appointed has been included in the Report on the Corporate Governance forming part of the Annual Report.

REDEMPTION OF SECURED REDEEMABLE NON-CONVERTIBLE DEBENTURES

During the financial year 2009-10, your Company had issued on private placement basis 1920 number of 9.95% Secured Redeemable Non-Convertible Debentures (SRNCDs) aggregating to Rs. 1,920 million. T hese SRNCDs were listed on Wholesale Debt Market Segment of National Stock Exchange of India Limited.

Upto March 31, 2011, the Company had repaid 20% of the aggregate value of SRNCDs, constituting an amount ofRs. 384 million. During the year under review and thereafter till this report, as per the terms of issuance, the Company had repaid 80% of the value of SRNCDs constituting an amount of Rs. 1,536 million in three installments comprising of 20% of the aggregate value of the SRNCDs (i.e. Rs. 384 million) on or before 10th June, 2011; 30% of the aggregate value of the SRNCDs (i.e. Rs. 576 million) on or before 10th December, 2011 and balance 30% of the aggregate value of the SRNCDs (i.e. Rs. 576 million) on or before 10th June, 2012.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges.

A separate section titled 'Corporate Governance' together with the certificate from Ms. Balika Sharma & Associates, Practicing Company Secretary, confirming compliance with the requirements of Clause 49 of the Listing Agreement(s) with the Stock Exchanges, as also the Management Discussion and Analysis Statement, forms part of the Annual Report.

SUBSIDIARIES COMPANIES

During the year under review the Company has acquired 51% equity stake in Siti Bhatia Network Entertainment Private Limited, Siti Jind Digital Media Communications Private Limited and Siti Jai Maa Durgee Communications Private Limited. Accordingly, during the year under review the number of subsidiary companies of the Company has increased to 9, as compared to 6 during the financial year 2010-11.

Statement pursuant to Section 212 of the Companies Act, 1956, relating to the subsidiaries is annexed to this Report as 'Annexure - B'

The Ministry of Corporate Affairs, Government of India vide General Circular No.2/2011 dated February 8, 2011, has granted general exemption from the provisions of Section 212, subject to compliance of certain conditions as stipulated in the said General Circular, which inter alia include disclosures of specified financial highlights in consolidated balance sheet pertaining to each subsidiary. Your Board has decided to avail the said general exemption from applicability of provisions of Section 212 of the Companies Act, 1956, and accordingly, the Annual Accounts of all nine (9) Subsidiary of the Company for the financial year ended March 31, 2012 are not being attached with the Annual Report of the Company. However, as per the requirement of para (iv) of the Direction issued under Section 212(8) of the Companies Act, 1956, by the Ministry of Corporate Affairs vide General Circular No.2/2011 dated 08/02/2011, the disclosures of specified financial highlights in consolidated balance sheet pertaining to each subsidiary have been made. The annual accounts of the subsidiary companies and related detailed information shall 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 shareholders at the Registered Office of the Company.

HOLDING COMPANY

During the year under consideration, due to inter se transfer of equity shares amongst group company of the Company, M/s. Bioscope Cinemas Private Limited has become the holding company of Wire and Wireless (India) Limited. M/s. Bioscope Cinemas Private Limited, a Company incorporated in India and being a part of promoter group of the Company, has acquired 26,20,40,427 fully paid up equity shares constituting 57.95% of the paid up equity share capital of the Company through inter se transfer of shares amongst promoters.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the attached Consolidated Financial Statements have been prepared in accordance with the Accounting Standard AS 21 - Consolidated Financial Statements read with Accounting Standard AS 23 - Accounting for Investments in Associates and Accounting Standard AS 27 - Financial Reporting of Interests in Joint Ventures and forms part of the Annual Report.

AUDITORS AND AUDITORS' REPORT

The Statutory Auditors M/s. S. R. Batliboi & Associates, Chartered Accountants, Gurgaon, hold office until the conclusion of the ensuing Annual General Meeting. M/s. S. R. Batliboi & Associates, Gurgaon, has expressed unwillingness to continue to hold the office of Statutory Auditor after the conclusion of the ensuing Annual General Meeting. The Directors place on record deep appreciation for the assistance and guidance extended by M/s. S. R. Batliboi & Associates, Chartered Accountants, Gurgaon, during their tenure as Statutory Auditors of the Company. On recommendation of the Audit Committee, the Board at its meeting held on July 26, 2012 proposed the name of M/s. Walker Chandiok & Co., Chartered Accountants, New Delhi for appointment as the Statutory Auditor of the Company at the ensuing Annual General Meeting. The Company has received the confirmation from M/s. Walker Chandiok & Co., Chartered Accountants, New Delhi to the effect that appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956. You are requested to consider their appointment.

The Notes on Financial Statements referred to in the Auditors' Report are self -explanatory and do not call for any further comments.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted or renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

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

Your Company is into the business of inter alia, reception of signals of channels of various Broadcasters and distribution of same through cable networks. Since this does not involve any manufacturing activity, most of the Information required to be provided under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are not applicable.

However the information as applicable is given hereunder:

1. Conservation of Energy:

Your Company, being a service provider, requires minimal energy consumption and every endeavor has been made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

2. Technology Absorption:

In its endeavor to deliver the best to its viewers and business partners, your Company has been constantly active in harnessing and tapping the latest and best technology in the industry.

3. Foreign Exchange Earnings and Outgo:

Particulars of foreign exchange earnings and outgo during the year are given in Note Nos. 38 & 39 of the Financial Statements of the Company.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 ('Act') read with the Companies (Particulars of Employees) Rules, 1975 is required to be set out in an annexure to this Directors' Report. However, in terms of Section 219(1 )(b) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining copy of the same may write to the Company Secretary at the Corporate Office. None of the employees listed in the said annexure are related to any Director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on representations received from the operating management, the Directors hereby confirm that:-

a) in the preparation of the Annual financial statements for the year ended March 31, 2012, the applicable Accounting Standards have been followed and there are no material departures;

b) they have selected such accounting policies in consultation with the statutory auditors 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 for the year ended March 31, 2012 and the loss of the Company for that period;

c) they have taken proper and sufficient care for the 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

d) they have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Board wishes to convey its appreciation to all the Company's employees for their enormous personal efforts as well as their collective contribution towards success of your Company. Your Directors also express their gratitude for the valuable support and co-operation extended by various Governmental Authorities, mainly Ministry of Information and Broadcasting, Ministry of Communication and Information Technology, Department of Telecommunication (Broadcasting & Cable Services), Telecom and Regulatory Authority of India and other stakeholders including Local Cable Operators, Bankers, Financial Institutions, Viewers, Broadcasters, Vendors and Service Providers.

Place : Delhi For and on behalf of the Board

Date : 26.07.2012 Amit Goenka Sureshkumar Agarwal

Whole-time Director Director


Mar 31, 2011

The Members of

Wire and Wireless (India) Limited

The Directors take pleasure in presenting the Fifth Annual Report of the Company together with Audited Statement of Accounts for the year ended March 31, 2011.

FINANCIAL PERFORMANCE (Rs. in Millions)

Particulars For The Year Ended

March 31, March 31, 2011 2010

Sales & Services 2177.5 1938.7

Other Income 100.8 79.6

Total Income 2278.3 2018.3

Total Expenses 2099.6 2692.8

Operating Profit/(Loss) 178.7 (674.5)

Less: Finance Cost 566.4 673.3

Less: Depreciation 173.0 390.3

Profit/(Loss) before Tax & (560.7) (1738.1)

Exceptional Item

Provision for Taxation (Net) 6.4 -

Profit (Loss) after Tax before (567.1) (1738.1)

Exceptional Item

Less: Exceptional Item - -

Profit/(Loss) after Tax (567.1) (1738.1)

Less: Prior Period Adjustments (Net) - -

Add: Adjustment Pursuant to the - -

Scheme

Add: Balance Brought Forward (4043.0) (2304.9) from Previous Year

Balance Carried to Balance (4610.1) (4043.0) Sheet

BUSINESS OVERVIEW

Wire and Wireless (India) Limited (WWIL) is one of the India's largest Multi System Operators (MSOs). With 50 analogue and 10 digital head ends, it provides its analog & digital services in 54 cities of India. WWIL is a part of the Essel Group, which is amongst India's most prominent business houses with a diverse portfolio of assets in media, packaging, entertainment, technology-enabled services, infrastructure development and education.

WWIL product range includes Analogue TV signals, Digital TV signals, Broadband and Local Television Channels. Wire and Wireless has been providing services in analogue and digital mode, armed with technical capability to provide features like Video on Demand, Pay per View, Electronic programming Guide (EPG) and gaming through a Set Top Box (STB). All products are marketed under SITI brand name.

For the year, WWIL has consolidated its existing businesses by making them more stable and profitable with continued focus on building processes, increased collections and strategic cost reduction initiatives. During the year majority of its units have become self-sustainable. WWIL has effectively managed expansions by putting up Digital H/Es, spreading its foot prints in parts of Haryana, eastern UP, eastern region towns, venturing into Broadband services in eastern region of the country. Every opportunity has been exploited to streamline operations, realign corporate and regional functions and improve performance of our core service lines.

FY 11 was a good and satisfying year for WWIL in many ways.

- The standalone operating revenues grew by 1 2% to Rs. 2177.5 million from Rs. 1938.7 million during last fiscal.

- The company posted a standalone operating profit (EBITDA) of Rs. 178.7 million, which was a significant achievement as compared to operating loss of Rs. 674.5 million during the last fiscal.

- WWIL has been ranked among the best 400 mid ca' companies in India by Dalal Street Investment Journals Annual Compendium - "Mid Cap 400".

- Indian Cable Net Company Limited, a subsidiary of WWIL, was ranked among the top 500 of India's Best Performing Mid Sized Companies in the Second Annual Inc. India 500 Awards.

- WWIL consolidates its Pan India presence through strategic expansions in Uttar Pradesh and Hyderabad.

Media & Entertainment Industry

According to FICCI-KPMG Indian Media & Entertainment Industry Report, 2010 has been the year of resurgence for the industry. Overcoming the gloom that had set in during the economic slowdown, the Indian Media & Entertainment (M&E) industry bounced back in 2010 registering a growth rate of 11 percent compared to a mere 1.4 percent in 2009. This growth was primarily driven by the increased spends by advertisers across all media platforms. As the industry braces for exciting times ahead, the sector is projected to grow at a Compounded Annual Growth Rate (CAGR) of 14 percent by 2015.

Cable TV Industry

Cable television has registered an impressive growth over last year. The total number of TV households grew from 129 million in 2009 to 138 million by the end of 2010, showing an increase of 6.9 per cent. The penetration of TV in the country grew from 58 per cent in 2009 to 61 per cent in 2010.The penetration for Cable & Satellite (C&S) households increased from 74 per cent of total TV households in 2009 to 78 per cent in 2010. The overall number of C&S households reached 108 million registering a growth of 14 per cent over last year.

The Cable television industry in India is rapidly changing with visible signs of progress towards the digital movement. In a positive development for the Indian TV content distribution industry, the Information and Broadcasting (l&B) Ministry has announced the final schedule for mandatory digitization in the country. December 31, 2014 has been set as the deadline for digitization of the entire industry in a phased manner subject to approval of Cabinet. Delhi, Mumbai, Kolkata and Chennai are required to shift to digital addressability by March 31, 2012. The next phase will include cities with population greater than one million to make the transition by March 31, 2013. All urban areas are expected to convert by September 30, 2014 and the remaining areas by December 31, 2014.

DIVIDEND

In view of losses during the year, your Directors have not recommended any dividend either on Equity Shares or Preference Shares for the year under review.

EMPLOYEES STOCK OPTION SCHEME

Pursuant to approval from Members obtained at the First Annual General Meeting of the Company held on September 18, 2007, your Company has implemented Employees Stock Option Plan - ESOP-2007 to grant stock options to its eligible employees. Applicable disclosures pursuant to Clause 12 - 'Disclosure in the Directors' Report', of the SEBI (Employees Stock Option Scheme) Guidelines, 1999, as amended, relating to employees Stock Options as at March 31, 2011, are given in Annexure A to this Report.

A Certificate from the Statutory Auditors of the Company M/s. S. R. Batliboi & Associates, Chartered Accountants, Gurgaon, with respect to the implementation of Company's ESOP Scheme, will be placed before the shareholders in the next Annual General Meeting and a copy of the same shall be available for inspection at the Registered Office of the Company on all working days (except Saturday and Sunday) between 2.00 p.m. to. 5.00 p.m., upto the date of Annual General Meeting.

GROUP

As per the communications received by the Company from the Promoters, the name of the Promoters and entities comprising 'group' for the purpose of Clause 3(1)(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, are enclosed in this Report as Annexure B'.

RIGHTS ISSUE OF SHARES - RECEIPTS AND UTILISATION

During the financial year 2009-10, your Company had come with Rights Issue of 23,67,67,351 equity shares of Re.1/- each issued at a price of Rs.19/- per share (including premium of Rs.18/- per share) aggregating Rs.4498.5 million to the equity shareholders in the ratio of 109 equity shares for every 100 equity shares held by them. The amount of Rs.19/- was payable in two installments i.e. Rs.9/- per share on application (including Re.0.50 towards capital) and the balance Rs.10/- per share (including Re.0.50 towards capital) was payable after six months at the option of the Company but within twelve months from the date of allotment.

Your Company had allotted 23,62,22,285 equity shares on October 29, 2009 against the said rights issue, thereby bringing the overall issue size to Rs.4,488.2 million. During the financial year under review, the Company had received First and Final Call amount of Rs.10/- per share (including Re.0.50 towards capital) on 23,49,35,546 equity shares. Consequent upon receipt of first & final call money on 23,49,35,546 equity shares, the paid up equity shares capital of your Company has been increased from Rs.33,53,28,895.50 (as on 31.03.2010) to Rs.45,27,96,668.50 (as on 31.03.2011).

Your Company had received a sum of Rs.212,60,00,565/ towards the share application money from the aforesaid rights issue and Rs.234,93,55,460/- (excluding interest on delayed payment) towards the first & final call. The utilization of proceeds of the money received through rights issue by the Company, as on March 31, 2011 are as under:

Objects of Issue* Rights Issue - Utilization of Total Receipts

figures in INR Million

Repayment of certain of our 2000.00 2000.00 existing unsecured loans

Funding our working capital 1299.40 417.00 requirements*

Acquisition of MSOs and 346.70 0.00 LCOs

Information technology 0.30 0.30 infrastructure and ERP*

General corporate purposes 802.20 789.40

Issue expenses 50.00 39.70

Total 4498.50 3246.40

(*) The Board had approved the revised utilization of Rs.119.35 Million, which were envisaged for utilization towards Information Technology and ERP but were utilized towards the working capital requirements of the Company. Accordingly, the utilisation of proceeds of rights issue as had been revised by the Board, are as per details mentioned in above stated table.

DIRECTORS

Mr. Parminder Singh Sandhu resigned as Director of the Company with effect from October 21, 2010. The Board places on record its appreciation for the contributions made by Mr. Parminder Singh Sandhu during his tenure as Director of the Company.

Mr.Vinod Kumar Bakshi was appointed as an Additional Director, with effect from October 27, 2010. Pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr. Vinod Kumar Bakshi holds office only up to the date of the ensuing Annual General Meeting of the Company. The Company has received appropriate notice under Section 257 of the Companies Act, 1956 along with requisite deposits, proposing the candidature of Mr. Vinod Kumar Bakshi for the office of Director, liable to retire by rotation.

As per the provisions of the Companies Act, 1956 read with Article 97 of the Articles of Association, Mr. B. K. Syngal retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Brief Profile of the Directors proposed to be appointed/re- appointed has been included in the Report on the Corporate Governance forming part of the Annual Report.

PARTIAL REDEMPTION OF SECURED REDEEMABLE NON- CONVERTIBLE DEBENTURES

During the financial year 2009-10, your Company had issued on private placement basis 1920 number of 9.95% Secured Redeemable Non-Convertible Debentures (SRNCDs) aggregating to Rs.192 crores. These SRNCDs are listed on Wholesale Debt Market Segment of National Stock Exchange of India Limited. As per the terms of the allotment, the Company had repaid 20% of the aggregate value of the SRNCDs, constituting an amount of Rs.38.40 crores, on December 10, 2010.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges.

A separate section titled 'Corporate Governance' together with the certificate from Mr. Satish K. Shah, Practicing Company Secretary, confirming compliance with the requirements of Clause 49 of the Listing Agreement(s) with the Stock Exchanges, as also the Management Discussion and Analysis Statement, form part of the Annual Report.

SUBSIDIARIES

During the year under review your Company acquired 51% equity stake in Siti Vision Digital Media Pvt. Ltd., effective July 21, 2010.

During the year, there were following subsidiaries of your Company with shareholding of:

a) 100% equity stake in Central Bombay Cable Network Limited;

b) 100% equity stake in Siticable Broadband South Limited;

c) 67.69% equity stake in Indian Cable Net Company Limited;

d) 66% equity stake in Master Channel Community Network Private Limited;

e) 51% equity stake in Wire and Wireless Tisai Satellite Limited; and

f) 51% equity stake in Siti Vision Digital Media Private Limited.

There have been no changes either in the business or operations of these subsidiaries during the year under review. The statement pursuant to Section 212 of the Companies Act, 1956, relating to the subsidiaries is annexed to this Report as Annexure - C.

As per the requirement of para (iv) of the Direction under Section 212(8) of the Companies Act, 1956, issued by the Ministry of Corporate Affairs vide General Circular No.2/2011 dated 08/02/2011, the requisite disclosures in consolidated balance sheet pertaining to each subsidiary have been made. The annual accounts of the subsidiary companies and related detailed information shall 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 shareholders at the Registered Office of the Company situated at 135, Continental Building, Dr.Annie Besant Road, Worli, Mumbai - 400 018 and of the subsidiary companies concerned which are as follows:-

Central Bombay Cable Network Limited

B-10, Lawrence Road, Industrial Area,

Delhi - 110035

Siticable Broadband South Limited

Regd. Office: United Mansion,

4th Floor, 39, M. G. Road,

Bangalore- 560001

Indian Cable Net Company Limited

J-1/15, Block-EP, 4th Floor,

Sector-V, Salt Lake,

Kolkata-700091

Master Channel Community Network Private Limited

T-4, Vijaya Apartments,

Mogulrajpuram, Vijayawada,

Andhra Pradesh

Wire and Wireless Tisai Satellite Limited

Madhu Industrial Estate,

4th Floor, P. B Marg,

Mumbai - 400 013, Maharashtra

Siti Vision Digital Media Pvt. Ltd.

B-10, Lawrence Road, Industrial Area,

Delhi - 110035

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the attached Consolidated Financial Statements have been prepared in accordance with the Accounting Standard AS 21 - Consolidated Financial Statements read with Accounting Standard AS 23 - Accounting for Investments in Associates, and Accounting Standard AS 27 - Financial Reporting of Interests in Joint Ventures and forms part of the Annual Report.

AUDITORS

M/s. S. R. Batliboi & Associates, Chartered Accountants, Gurgaon, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their re-appointment, if made, will be in accordance with the limits specified under Section 224(1B) of the Companies Act, 1956.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted or renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and rules made there under.

EXPLANATION TO QUALIFICATIONS IN AUDITORS REPORT

Explanations as regards the points raised by Auditors, in their report, are as mentioned hereunder:

Item No. 6 of the Audit Report - The Company has given advances to its subsidiaries & other group companies for meeting working capital requirements and acquisition of MSOs/direct points during the year. These advances would further enhance its operations in the near future.

Item No. (i)(a), of the annexure to the Auditors Report -Fixed Assets Register with respect to Network Equipments taken over pursuant to the Scheme of Arrangement are being updated.

Item No. (i)(b), of the annexure to the Auditors Report - It may be noted that the Network Equipments are spread over wide geographical areas and it is difficult to conduct the physical verification at greater frequencies. The Company has been submitting the physical verification report of major network equipments to the audit.

Item No. (iv) of the annexure to the Auditors Report - As per the industry practice written agreements are not insisted from the customers in the case of analogue business. However we initiated the process and the company has executed agreements with most of the customers of analogue business during the year.

Item No. (v)(b), of the annexure to the Auditors Report - Considering the specific nature of business, the Company is making transaction at prevailing market price at the relevant date.

Item No. (ix)(a) and (b) of the annexure to the Auditors Report - Due to the wide geographical spread of Company's units, in few cases of TDS, there were delays in collation of data resulting in delays in deposit. The Company has taken necessary steps to address the issue.

Item No. (ix)(c) of the annexure to the Auditors Report - This case relates to Siti Cable Network Ltd.. The Company has filed appeal before ITAT.

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

I. Energy Conservation and Technology Absorption:

During the year under review, the Company has not carried out any activities involving conservation of energy and technology absorption and therefore the particulars to be mentioned under this item is NIL.

II. Foreign Exchange Earning and Outgo:

Details of foreign exchange earnings and out go during the year under review is given in Note No. 22.4 of the Notes to Accounts.

PARTICULARS OF EMPLOYEES

A statement showing the particulars of employees, pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended vide Companies (Particulars of Employees) Amended Rules, 2011, is annexed to this Report as Annexure - D'.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on representations received from the operating management, the Directors hereby confirm that:-

a) in the preparation of the Annual Accounts for the year ended March 31, 2011, the applicable Accounting Standards have been followed and there are no material departures;

b) they have selected such accounting policies in consultation with the statutory auditors 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 for the year ended March 31, 2011 and the loss of the Company for that period;

c) they have taken proper and sufficient care for the 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

d) they have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Board wishes to convey its appreciation to all the Company's employees for their enormous personal efforts as well as their collective contribution towards success of your Company. Your Directors also express their gratitude for the valuable support and co-operation extended by various Governmental Authorities, mainly Ministry of Information and Broadcasting, Ministry of Communication and Information Technology, Department of Telecommunication (Broadcasting & Cable Services), Telecom and Regulatory Authority of India and other stakeholders including Local Cable Operators, Bankers, Financial Institutions, Viewers, Broadcasters, Vendors and Service Providers.

For and on behalf of the Board

Place : Noida Amit Goenka Arun Kapoor

Date : May 19, 2011 Whole-time Director Director

 
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