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Directors Report of TV Today Network Ltd.

Mar 31, 2015

Dear Members,

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

1. Financial Results

The financial results of the Company for the year ended March 31, 2015 are summarized below for your consideration:

(Rs. in Crores)

(standalone) (Consolidated)

Particulars Year Year Year Year ended Ended ended Ended March March March March 31,2015 31,2014 31,2015 31,2014

income from 476.56 389.44 476.56 389.44 operations

Other income 22.69 11.70 22.71 11.72

Profit before finance, 154.38 120.97 154.38 120.98 Charges, Amortization, depreciation and Tax

Finance Charges 1.48 3.59 1.48 3.59 (including Interest)

Depreciation 30.02 24.18 30.02 24.18

Profit before tax 122.88 93.20 122.88 93.21

Provision for Tax 41.85 31.88 41.85 31.89

Net Profit 81.03 61.32 81.03 61.32

Balance amount 222.16 172.80 222.20 172.84 brought forward

Profit Available for 303.19 234.12 303.24 234.16 appropriation

Transferred to General - 5.00 - 5.00 Reserve

Proposed Dividend 8.95 5.95 8.95 5.95

Corporate Dividend 1.79 1.01 1.79 1.01 Tax

Adjustment on account 0.51 - 0.51 - of revision in useful life of fixed assets

Balance Carried 291.94 222.16 291.99 222.20 forward

2. Performance

During the financial year under review, your Company''s revenue from operations has been Rs. 476.56 Crores compared to Rs. 389.44 Crores last year, an increase of 22.37%. Profit before tax has been Rs.122.88 Crores compared to Rs. 93.20 Crores last year, an increase of 31.84% over the last year. Profit after tax has been Rs.81.03 Crores compared to Rs. 61.32 Crores last year, registering an increase of 32.14 % over the last year. Your Company''s business model is such that it mainly depends on revenues from advertisements. Your Company, due to its impeccable reputation, leadership position of the flagship channel "AAJ TAK", and confidence reposed by its viewers and clients, managed to achieve a highly satisfactory performance.

In recognition of its qualitative coverage and mass appeal, your Company''s Channels have been conferred with the following prestigious awards:

ENBA - 2014

Best Channel Marketing -Sach on Karo Best Channel or Programme Promo - Election Express

Prime Time Awards- 2014

Best Programme launch promo - Sach On Karo Best programme promotion - Sach On Karo

ITA 2014

Best News Channel - Aaj Tak Best News Anchor - Anjana Om Kashyap

Abby 2014

Sach on Karo - Gold

AAJ TAK

Aaj Tak continued to maintain its leadership position for the 14th consecutive year. Aaj Tak market share has increased from 17.1 % in July-Sept''14 to 18.4 % in Jan-Mar''15. Aaj Tak continues to dominate by being the channel of choice during key events. Whether it''s a national or an international event, the credibility of Aaj Tak is unmatched. Aaj Tak has been the number 1 Hindi News channels for Nonstop 100 weeks.(wk19''13- 14''15).

HEADLINES TODAY

Headlines Today''s share % has gone up from 13.4 % (FY-2013-14) to 14.4 % ( FY-2014-15).

(Source- TAM, Market- All India, TG- CS 25 M AB, Market Share %, Period- As Mentioned, Channel shares % calculated among 5 English News Channels)

Dilli Aaj Tak

Dilli Aaj Tak maintains a solid monopoly in Delhi and maintains its viewership. Dilli Aaj Tak''s Universe share increased from 0.20 (April-Jun14) to 0.30 (Jan-Mar''15) in Delhi market.

(Source- TAM, Market- Delhi, TG- CS 15 , Period- As mentioned, Universe Share)

TEZ

TEZ share has gone up from 3.0 % in April-June''14 to 4.2 % Jan-Mar''15. In WK 12''15 TEZ share % was ahead of NDTV India and IBN 7 whereas in WK 13''15 it''s ahead of NDTV India and was equal to IBN 7.

(Source- TAM, Market- HSM, TG- CS 15 , Market Share %, Period- As Mentioned, Channel shares % calculated among 12 Hindi News channels)

3. Dividend

Your Directors are pleased to recommend for your consideration and approval payment of dividend @ 30% amounting to Rs. 1.50 per equity share of Rs. 5/- each, for the financial year 2014-15. Total amount of dividend outgo for the financial year shall be Rs.10.74 Crores (including Corporate Dividend Tax amounting to Rs. 1.79 Crores).

The dividend will be paid to members whose names appear in the Register of Members as on August 7, 2015; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The Annual General Meeting is scheduled to be held on August 20, 2015.

4. Transfer to Reserve

There is no transfer of any amount to the General Reserve. An amount of Rs. 291.94 Crores is proposed to retained in the Surplus.

5. deposits

During the year, your Company has not accepted/ renewed deposits from the public within the meaning of Section 73, 74 and other relevant provisions of the Companies Act, 2013 read with rules made thereunder.

6. directors and Key Managerial Personnel

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, and the Articles of Association of your Company, not less than two-third of the total number of directors shall be liable to retire by rotation. Further at least one-third of those liable to retire by rotation shall retire at every Annual General Meeting. It also provides that the total number of directors for the purpose of this section shall not include Independent Directors. Therefore, based on the present Board structure,Mr. Rajeev Thakore, Mr. Anil Vig and Mr. Ashok Kapur, Independent Directors shall not be liable to retire by rotation. Out of remaining three directors, Mr. Aroon Purie, Chairman & Managing Director is non-rotational Director. The other two directors, being two third shall be liable to retirement by rotation. Accordingly, Mr. Devajyoti Bhattacharya, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. We seek your support in confirming his re-appointment as Director.

Re-appointment and Resignations

The Companies Act, 2013, provides for the appointment of Independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 provides that Independent directors shall hold office for a term of up to five consecutive years on the Board of the Company.

On recommendation of the Nomination and Remuneration committee, the Board appointed Mr. Ashok Kapur, Mr. Rajeev Thakore and Mr. Anil Vig as Independent Directors w.e.f. April 1, 2014 for a period of 5 years. We thank shareholders for their support in confirming their appointments in the Annual General Meeting held on August 20, 2014.

On recommendation of Nomination and Remuneration Committee, the Board also appointed Mr. Ashish kumar Bagga and Mr. Dinesh Bhatia as Chief Executive Officer and Chief Financial Officer respectively with effect from May 14, 2014.

Ms. Koel Purie Rinchet resigned as Whole-Time Director with effect from June 27, 2015 and shall continue as a Non-Executive Director on the Board of the Company. The Board places its appreciation for the services rendered by Ms. Koel Purie Rinchet during her tenure as whole-time director of the Company.

7. Director''s Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is confirmed that:

* in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and there are no material departures from the same;

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

* 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;

* the Directors have prepared the annual accounts of the Company on a going concern basis;

* the Directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

* 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.

8. Committees of the Board

The Board of Directors of the Company has constituted four committees namely, the Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholder''s Relationship Committee.

A detailed note on the Board and its committees (Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee) is provided in the ''Report on Corporate Governance'' section in the Annual Report. The composition of the committees and compliances, are as per the applicable provisions of the Companies Act, 2013 & revised clause 49 of the listing agreement and Rules, are as follows:

Name of the Committee Composition of the Committee

Audit Committee Mr. Ashok Kapur- Chairman Mr. Rajeev Thakore Mr. Anil Vig

Nomination & Mr. Ashok Kapur- Chairman Remuneration Committee Mr. Anil Vig Mr. Devajyoti Bhattacharya

Corporate Social Mr. Aroon Purie- Chairman Responsibility Committee Mr. Ashok Kapur Ms. Koel Purie Rinchet

Stakeholder''s Mr. Anil Vig- Chairman Relationship Committee Mr. Ashok Kapur Ms. Koel Purie Rinchet

Name of the Highlights of duties, responsibilities and activities Committee * The Board has defined the terms of reference of Audit Audit Committee and charter of Audit Committee which Committee provides the roles, responsibilities in pursuance of Companies Act, 2013 and Listing Agreement.

* All recommendations made by the Audit Committee during the year were accepted by the Board.

* http://specials.indiatoday.com/aajtaknew/ download/ Vigil_Mechanism_Whistle_Blower_Policy.pdf

* Committee assist the Board of Directors in fulfilling its governance and supervisory responsibilities Nomination & relating to appointment and removal of directors,senior Remuneration management personnel, including Key Managerial Committee Personnel (''KMP'') and remuneration of directors, KMP and other employees of the Company.

* Committee complies with the roles and responsibilities as outlined in Charter approved by the Board.

* The Committee has formulated a Nomination and Remuneration Policy which is part of this Annual Report.

Corporate *The Board has laid out the Company''s policy on Social Corporate Social Responsibility (CSR), and the CSR Responsi activities of the Company are carried out by the CSR bility Committee as per the CSR Policy devised by the Board. Committee During the year, the Company has spent 2% of its average net profits made during the three immediately preceding financial years through Care Today Fund.

*The CSR Policy is available on the Company''s website under Corporate Governance heading, http://specials. indiatoday.com/aajtaknew/download/csr_policy_final.pdf.

*The Committee reviews and ensures redressal of investor grievances.

* The Committee noted that all the grievances of the investors have been resolved during the year.

Stakeholder'' *Committee complies with the roles and responsibilitiess Relationship as outlined in Charter approved by the Board. Committee

9. Policies of the Company

The Company as per the provision of Companies Act, 2013 and Listing Agreement entered into with stock exchanges formulated the following policies:

Name of the Policy Web link

Related Party Transaction under Corporate Policy Governance heading, on the website, http:// specials.indiatoday.com/ aajtaknew/download/ Related_Party_ Transaction_Policy.pdf

Policy for Determining under Corporate Material subsidiaries Governance heading, on the website http://specials. indiatoday.com/aajtaknew/ download/Policy_for_ Determining_Material_ Subsidiary.pdf

Vigil Mechanism Whistle http://specials.indiatoday. Blower Policy com/aajtaknew/ download/ Vigil_Mechanism_ Whistle_Blower_Policy.pdf

Corporate Social http://specials.indiatoday. Responsibility Policy com/aajtaknew/download/ csr_policy_final.pdf.

10. Extract of Annual return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure-1 to the Board Report.

11. Number of Meetings of Board

The Board met four times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and Listing Agreement entered into with stock exchanges.

12. Declaration by independent Directors

The Company has received the necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement entered into with stock exchanges.

13. Training of independent directors

The Familiarization Programme for Independent Directors aims to familiarize them with the Company, their roles, rights, and responsibilities in the Company, nature of industry, and business model of the Company etc., to enable to take sound decisions and contribute towards the overall growth of the company. The Independent Directors have complete access to the information within the Company. The Company regularly conducts training sessions for the Independent Directors where specific presentations were provided to them about the Company''s strategy, business model, operations, markets, organization structure, product offerings, finance, risk management framework, competitor''s analysis and various other factors affecting the company''s business. Moreover interactive meets are organized from time to time where they get opportunity to interact with Senior Management, Head of departments and other key personnel of the organization. All important corporate communications/announcements are forwarded to all the Independent Directors on regular basis to keep them abreast with what is happening in the company. Independent Directors have the freedom to interact with the Company''s management as and when required. The Appointment letters issued to Independent Directors also includes the roles, duties and responsibilities in the Company.

The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at:- http://media2. intoday. in/aajtak/investors/Familiarization% 20Programme%20for%20Independent%20Directors.pdf

14. Criteria for Appointment of Directors

The Company has made Nomination and Remuneration Policy ("Policy") for appointment and remuneration of Directors, key managerial personnel and other employees. Currently, the Board consist of 6 members, out of which one is Managing Director, two of which are Non-executive Directors and three are Independent Directors to maintain the Independence of the Board and separate its functions of governance and management. The Board periodically evaluates the need for change in its composition and size.

The Policy, includes criteria for determining qualifications, positive attributes, independence of director and other matters provided under Sub-section (3) of the Section 178 of the Companies Act, 2013, is included in the Nomination and Remuneration Policy adopted by the Board, forms part of this Annual Report. We affirm that the remuneration paid to directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

15. Risk Management

The Company has formulated the Risk Management Policy through which the Company has identified various risks like strategy risk, industry and competition risk, operation risk, liability risks, resource risk, technological risk, financial risk. The Company faces constant pressure from the evolving marketplace that impacts important issues in risk management and threatens profit margins. The Company emphasizes on those risks that threaten the achievement of business objectives of the Group over the short to medium term. Your Company has adopted the mechanism for periodic assessment to identify, analyze, and mitigation of the risk.

The appropriate risk identification method will depend on the application area (i.e. nature of activities and the hazard groups), the nature of the project, the project phase, resources available, regulatory requirements and client requirements as to objectives, desired outcome and the required level of detail.

The trend line assessment of risks, analysis of exposure and potential impact shall be carried out. Mitigation plans shall be finalized, owners identified, and progress of mitigation actions shall be regularly and periodically monitored and reviewed.

Treatment options which are not necessarily mutually exclusive or appropriate in all circumstances shall be driven by outcomes that include:

* Avoiding the risk,

* Reducing (mitigating) the risk,

* Transferring (sharing) the risk, and

* Retaining (accepting) the risk.

16. Corporate social responsibility

Corporate Social Responsibility ("CSR") is the Companies intent to make a positive difference to the society; Companies have realized that the Government alone will not be able to get success in its endeavor to uplift the Society so therefore the concept of CSR has gained its prominence in recent years and has been made mandatory as per Companies Act, 2013, which requires Companies to contribute some part of its profits towards the CSR activities. With the rapidly changing corporate environment, more functional autonomy and operational freedom we have adopted Corporate Social Responsibility as a strategic tool for sustainable growth. We are committed to operate our business with emphasis on CSR in all areas of our operation. We will integrate our business values and operations to meet the expectations of our shareholders, customers, employees, regulators, investors, suppliers, community and to take care of environment with best interest.

CSR Vision

1. Build a Powerful Partnership with Society for ''Sustainable Development'';

2. To improve the quality of life of the communities we serve through long term stakeholder value creation.

As per the Companies Act, 2013, all companies having net worth of Rs. 500 Crore or more, or turnover of Rs. 1,000 Crore or more or a net profit of Rs. 5 Crore or more during any financial year are required to constitute a corporate social responsibility (CSR) committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director and such Company shall spend at least 2% of the average net profits of the Company''s three immediately preceding financial year. Accordingly, your Company has spent Rs. 9,325,944 through Care today fund towards CSR activities.

The details of CSR Committee composition and meetings of CSR Committee are hereunder:-

Name of the Designation Date of Members meetings held during the year

Mr. Aroon Chairman 10th November, Purie- Chairman 2014 and Managing Director

Mr. Ashok Kapur- Member 6th February, Director 2015

Ms. Koel Purie- Member Director

Care Today Fund part of India Today Group was setup to focus on CSR initiatives of the group and your Company had contributed in the past in CSR activities through Care Today Fund long before the provisions related to CSR under the Companies Act, 2013 were applicable.

The Board of Directors on the basis of recommendations received from CSR Committee had approved Swatch Bharat Abhiyan activities which shall be carried out through Care Today Fund and monitored by CSR Committee as CSR project/programs for contribution towards Corporate Social Responsibility activities.

The details relating to the Company''s CSR Activities for the financial year 2014-15 as required to be disclosed under the provisions of the Companies Act 2013 is provided in the Annexure-2 to the Board''s Report.

17. Board Evaluation

In terms of Companies Act, 2013 and Listing Agreement entered into with stock exchanges, there is requirement of formal evaluation by the Board of its own performance and that of its committees and individual directors.

The evaluation of individual directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation criteria has been explained in the Nomination and Remuneration Policy adopted by the Board and forms part of this Annual report.

18. Vigil Mechanism

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the persons covered under the policy are free to report misuse or abuse of authority, fraud or suspected fraud, violation of company rules, manipulations,negligence causing danger to public health and safety, misappropriation of monies,and other matters or activity on account of which the interest of the Company is affected.. The reportable matters may be disclosed to the vigilance officer which operates under the supervision of the Audit Committee. Persons covered under the Policy may also report to the Chairman of the Audit Committee

During the year under review, no employee was denied access to the Audit Committee.

The Policy on vigil mechanism or whistle blower policy may be accessed on the Company''s website at the link: http://specials.indiatoday.com/aajtaknew/download/ Vigil_Mechanism_Whistle_Blower_Policy.pdf

19. details of Loans Given, investments Made and Guarantee Given Covered U/s 186 (4) of the Companies Act, 2013

During the Financial Year 2014-15 the Company, has not made any loan, given any guarantee or provided security in connection with the loan to any other body corporate or person and has not made any investment by way of subscription or purchase, the securities of any other body corporate.

Further, the Company had during its previous years made a strategic investment in Mail Today Newspapers Private Limited (Mail Today), a differentiated newspaper with respect to content as well as value to its advertisers, in earlier years, it has acquired stake amounting to Rs. 45.52 Crore. During the year, the Company has received a guarantee from its holding company, Living Media India Limited, for indemnifying any loss to the Company arising from the sale of the said investment. The same has been further elaborated in Note no. 40 of the Financial Statement which is self explanatory.

20. Particulars of contracts or arrangements with related parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link http://specials.indiatoday.com/aajtaknew/ download/Related_Party_Transaction_Policy.pdf Your Directors draw attention of the members to Note 36 to the financial statement which sets out related party disclosures and thus, no disclosure is annexed in Form AOC 2 to this Board''s Report.

21. disclosure of Remuneration

As per the provisions of Section 197 read with rule 5(1) of the Companies (Appointment and Managerial Personnel) Rules, 2014 is annexed hereto and forms part of the Board Report as Annexure-3.

As per the provisions of Section 136 of the Companies Act, 2013 read with amended Clause 32 of the Listing Agreement with the Stock Exchanges, the Annual report is being sent to all shareholders of the Company excluding Particulars of employees as required under Section 197 of the Companies Act, 2013 read with 5(2) & (3) of the Companies (Appointment and Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining such particulars may inspect the aforesaid particulars at the registered office of the company during business hours for a period starting twenty days before the date of the annual general meeting or may also write to the Company Secretary at the Company''s Corporate office at India Today Mediaplex, FC-8, Sector 16A, Filmcity, Noida-201301, Uttar Pradesh for obtaining a copy of the same.

No Director, of the Company who is receiving commission from the Company is in receipt of any remuneration or commission from any holding company or subsidiary company of the Company.

22. Subsidiary Company

The audited financial Statement of Accounts, alongwith the report of the Board of Directors and the Auditor''s Report pursuant to Section 129(3) of the Companies Act, 2013 of the wholly owned subsidiary Company, TV Today Network (Business) Limited, for the year ended on March 31, 2015 is annexed as Annexure-4 to this Board''s Report.

23. Consolidated Accounts

In accordance with the requirements of Companies Act, 2013 and rules made thereunder, your Company has prepared the Consolidated Accounts of itself and its subsidiary, as a single entity, which is annexed herewith.

24. statutory Auditors

The Statutory auditors of your Company M/s Price Waterhouse, Chartered Accountants hold office up to the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

The Company has received letters from Auditors 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. Further, the Board of directors of the Company recommend to the shareholders for their approval, re-appointment of M/s Price Waterhouse, Chartered Accountants till the conclusion of Eighteenth Annual General Meeting.

In terms of the requirement of section 148 of the Companies Act 2013, your Board of Directors has appointed M/s. SKG & Co., Cost Accountants, as the Cost Auditor for the financial year ending March 31, 2016. Further, the board of Directors of the Company recommend to the shareholders for their approval, remuneration to be paid to the Cost Auditors Rs. 1,00,000/- (exclusive service tax & out of pocket expenses)

25. secretarial Auditors

PI & Associates, Practicing Company Secretaries was appointed to conduct the secretarial audit of the Company for the financial year 2014-15 as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit report for Financial Year 2014-15 forms part of the Annual Report as Annexure-5 to the Board''s Report.

Also, the Board had appointed PI & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the financial year 2015-16.

26. Auditor''s Report

There are no qualifications of Auditors on the Accounts of the Company for the financial year ended March 31, 2015 requiring further comment from the Board of Directors.

There are no qualifications of Secretarial Auditors on the Secretarial Audit Report to the Company for the financial year ended March 31, 2015 requiring further comment from the Board of Directors.

27. internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

28. Corporate Governance

In accordance with Clause 49 of the Listing Agreement, your Company has ensured continued compliance of Corporate Governance requirements during the financial year. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders'' value.

The report on Corporate Governance for the financial year 2014-15 is given in a separate section titled "Report on Corporate Governance" and Certificate of Company Secretary in Practice as required under the revised Clause 49 of the Listing Agreement is appended herewith which forms part of this Annual Report as Annexure-7.

29. Employees Stock Option Plan

Human Resource is the key to the success of any organization. The Company has always valued its human resources and has tried to adopt the best HR practices. To retain and nurture well-performing employees who are contributing to the growth of the Company. The Board of Directors of your Company has approved an Employees'' Stock Option Scheme during the Year 2006 in accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (hereinafter referred to as "SEBI Regulations") with the objective of strengthening employee bonds with the Company and creating a sense of ownership. Your Board felt it appropriate to extend ESOPs to permanent employees in the management staff, including Managing Director and Whole-time Director(s) in order to motivate and retain the best talent. Further, during the year the Company has not amended the scheme as per the new regulations i.e. SEBI (Share Based Employee Benefit) regulations, 2014. The details pursuant to SEBI (Share Based Employee Benefit) regulations, 2014 has been placed on the website and weblink of the same is http:// aajtak.intoday. in/investor

A certificate from Statutory Auditors, with regard to the implementation of the Company Employees'' Stock Option Scheme, would 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.

30. Proposed Sale of FM Radio Business

The Board on February 6, 2015 approved the sale of Radio FM Business (seven radio stations) of the Company subject to regulatory approvals, and authorised a Committee of Senior Officials consisting of Mr. Aroon Purie, Mr. Ashish Kumar Bagga and Mr. Dinesh Bhatia ("Committee") to negotiate and execute requisite documents with potential buyers.

In furtherance to the aforesaid, a non-binding memorandum of understanding ("MoU") was signed with Entertainment Network (India) Limited ("ENIL").

On February 16, 2015, an application was filed with the Ministry of Information and Broadcasting ("MIB") seeking its approval for the sale of Radio FM Business to ENIL. Since there was no response from the MIB on the application filed by the Company, the Company filed a writ petition in the Delhi High Court to expedite the matter. On April 20, 2015, the Court directed the MIB to decide the Company''s application within two weeks. MIB by its order dated May 1,2015 denied approval to the sale of Radio FM Business on the ground that the proposed sale is not in conformity with the FM Radio Guidelines.

In Committee''s meeting on May 8, 2015,the Committee took note of the MIB order dated May 1,2015, approved the amendment of the MoU and agreed to consider other possible options along with ENIL.

The Committee has further decided to challenge the above referred MIB order with the Delhi High Court.

31. Management Discussion and Analysis Separate report on Management Discussion & Analysis is appended herewith.

32. Conservation of Energy, Technology Absorption and foreign exchange earnings and outgo.

In terms of the requirement of clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, the particulars with respect to "Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo" are given as under:

a) Conservation of energy: Your Company have already worked out and developed a plan to replace the existing conventional light fixtures with LED lights and developed customized LED lighting fixtures which will be suitable and appropriate to replace the existing lighting system. It has been processed with Commercial Wing to finalize the terms with the vendors, as per the company''s policy.

1. the steps taken or impact on conservation of energy : Replaced the existing conventional lighting fixtures with LED lighting fixtures which will be saving electrical energy by 60% to 70%.

2. the steps taken by company for utilizing alternate sources of energy : During the year, Company carried out initial survey for feasibility for installation of solar power utilization but there is space constraints in the building to develop this alternate source.

3. the capital investment on energy conservation equipment''s : Your Company would be investing approx Rs. 20 lakhs in financial year 2015 - 16 and another Rs. 20 lakhs in the subsequent financial year. Once implemented fully (expected date of completion June 2016), there would be a saving of approx Rs. 60 lakhs p.a.

(b) Technology Absorption

1. The efforts made towards Technology Absorption: Technology is ever changing and employees of the Company are made aware of the latest working techniques and technologies through workshops and discussion sessions for optimum utilization of available resources and to improve operational/ production efficiency. The Company uses the latest High Definition (HD) - Standard Definition Television (SD) digital technology in broadcasting its programs.

The Company is aware of implementation of latest technologies in key working areas and outdated technologies are constantly identified and updated with latest/new innovations.

2. The benefits derived like product improvement, cost reduction, product development or import substitution Product improvement and cost reduction is always the Company''s priority while we choose new equipment. At the same time we do not change technology every year as major changes can only be made at the time of launch of new channel or revamp of existing format to new format. But whatever equipment we add, to meet our growing requirement we follow a process and cost benefits are captured.

3. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) :

(a) Last three Financial Years Value of Import (in Rs)

2011 - 12 65,44,035

2012 - 13 6,33,463

2013 - 14 1,71,114

(b) whether the technology been fully absorbed- Yes

(c) if not fully absorbed, areas where absorption has not taken place and the reasons thereof-N.A

4. The expenditure incurred on Research and Development:

Your Company is doing research to explore new technology available and to meet this requirement various conferences and workshops are attended as well keep constant engagement with vendors to understand the new products that were launched.

(c) Transaction in Foreign Currency :

i) Value of Imports : Rs. 45,536,119 (CIF basis)

ii) Expenditure in foreign currency (Accrued basis)

(a) Traveling Expenses : Rs. 15,759,008

(b) Production Cost : Rs. 129,125,107

(c) Repair and Maintenance : Rs. 15,085,838

(d) Others : Rs. 21,040,105

(e) Income in foreign : Rs. 124,564,082 currency (Accrued basis)

33. statement under sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

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

34. Acknowledgment

Your Directors place on record their deep appreciation of the contribution made by all section of employees with dedication, commitment and team effort which helped your Company in achieving the performance during the year despite stiff competition from the existing as well as new players in the news and current affairs genre.

Your Directors also acknowledge with thanks the support given by the Central Government, bankers, shareholders and investors at large and look forward to their continued support.

for and on behalf of the Board of directors

Sd/-

Aroon Purie Chairman & Managing Director DIN No.0002794

Place: New Delhi Address : 6, Palam Marg, Date: 20th July, 2015 Vasant Vihar, New Delhi, 110057


Mar 31, 2013

TO THE MEMBERS

The Directors are pleased to present the Fourteenth Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March 2013.

1. Financial Results

The financial results of the Company for the year ended 31st March 2013 are summarized below for your consideration.

(Rs. in Crores)

Particulars Year Ended Year Ended 31stMar''13 31stMar''12

Income from operations 312.67 308.43

Other income 7.36 5.61

Profit before Finance, 41.95 31.90

Charges, Amortization, Depreciation and Tax

Finance Charges (including Interest) 3.34 1.43

Depreciation 21.03 14.04

Profit before tax 17.58 16.42

Provision for Tax 5.37 5.90

Net Profit 12.21 10.51

Balance amount brought forward 166.46 161.68

Profit Available for appropriation 178.67 172.19

Transferred to General Reserve 0.65 0.55

Proposed Dividend 4.46 4.46

Corporate Dividend Tax 0.76 0.72

Balance Carried forward 172.80 166.46

2. Performance

During the financial year under review, your Company''s revenue from operations has been Rs. 312.67 Crores compared to Rs. 308.43 Crores last year, an increase of 1.37 %. Profit before tax has been Rs 17.58 Crores compared to Rs. 16.42 Crores last year, increase of 7.06% over the last year. Profit after tax has been Rs.12.21 Crores compared to Rs. 10.51 Crores last year, registering an increase of 16.17 % over the last year.

Your company''s business model is such that it mainly depends on Ad Revenues. Your Company due to its Channel''s impeccable reputation and leadership position of the flagship channel "AAJ TAK", and confidence reposed by its viewers and clients managed to achieve a reasonably satisfactory performance.

In recognition of its leadership position, your Company''s Channels have been conferred with the following prestigious awards:

- ITA Award for best Hindi News -Aaj Tak Channel 2012

- Visual Communication Awards at CII - Aaj Tak Design Excellence Awards 2012

- Gold Awards 2012 - Best Hindi News - Aaj Tak Channel

News Television Awards 2013:

- Best Business News Program - Aaj Tak

- Best Crime Show - Aaj Tak

- Current Affairs Feature - Aaj Tak

- Sports Feature - Aaj Tak

- Public Debate Show - Aaj Tak

- Entertainment News Anchor - Aaj Tak

- Set Design (Actual) - Aaj Tak

- Best Use of Graphics in a Promo - Aaj Tak

- Promo for a Channel - Aaj Tak

- Promo Campaign by a News Channel - Aaj Tak

- Daily Prime Time News Show - Aaj Tak

- TV News Presenter - Aaj Tak

- TV News Anchor - Aaj Tak

AAJ TAK

Aaj Tak continued to maintain its leadership position for the 12th consecutive year. Aaj Tak share has increased from 17.7% in Jan-March''12 to 20.3% in Jan-March''13. Aaj Tak continues to dominate by being the channel of choice during key events. Whether it''s a national or an international event, the credibility of Aaj Tak is unmatched. As per IRS Data, Aaj Tak maintains absolute leadership with viewership of 65.7 million (CS viewer). Also, Aaj Tak was bestowed with the Best Hindi News Channel by the Indian Television Awards in 2012 consecutively 12th Year.

HEADLINES TODAY

Headlines Today share has increased from 9.7% in Jan-March''12 to 23.6% in Wk14-20''13. In 2012 held News Television Academy Awards, Headlines Today was bestowed with 6 awards, including Best Entertainment Anchor Denzil O'' Connell, Best Reporter Neha Dixit, Best Investigative report - Inside Lanka''s Killing Fields, Best Investigative Feature - Telangana tangle and Best Current Affairs Programme (Home & International) - Inside Libya.

TEZ

Tez was launched to cater to the news viewer who has little time and wants condensed news. "Tez" had continued to maintain its share in HSM. In Mumbai, Tez has a higher market share than NDTV India and IBN 7 (Source:-TAM,MKT- MUMBAI,TG-CS15 ,Period-Jan-Mar''13).

DILLI AAJ TAK

Dilli Aaj Tak is the leading Delhi/NCR focused 24 hrs news channel. The channel has a news-you-can-use format, and has been No.1 in Delhi since the date of its launch. Dilli Aaj Tak maintains a solid monopoly in DelhI with 86.2% share in Wk14-40''13 as compared to 82.8% in Jan-March''12. In Phase 1 of digitization implementation Dilli Aaj Ta k share reduced to 72.1% in Oct-Dec''12 and then grown substantially after that.

3. Dividend

Your directors are pleased to recommend for your consideration and approval payment of dividend @ 15% amounting to Rs. 0.75 per equity share of Rs. 5/- each for the financial year 2012-13. Total amount of dividend outgo for the financial year shall be Rs. 5.22 Crores (including Corporate Dividend Tax amounting to Rs. 0.76 Crores).

4. Deposits

During the year, your Company has not accepted/ renewed deposits from the Public within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956, if any.

5. Directors

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of your Company, Mr. Rakesh Kumar Malhotra and Mr. Anil Mehra, Directors, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your directors recommend re-appointment of Mr. Rakesh Kumar Malhotra and Mr. Anil Mehra as directors on the Board of the Company.

6. Director''s Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors'' subscribe to Directors'' Responsibility Statement and confirm that:

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

- they had selected such accounting policies and applied them consistently and made judgement 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 2012-13 and of the profit of the company for that period;

- they had 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;

- the annual accounts had been prepared on a going concern basis.

7. Subsidiary Company

The Audited Statement of Accounts, alongwith the report of the Board of Directors and the Auditor''s Report pursuant to Section 212 of the Companies Act, 1956 of the wholly owned subsidiary Company, TV Today Network (Business) Limited, for the year ended on 31st March 2013 is annexed.

8. Consolidated Accounts

In accordance with the requirement of Accounting Standard 21 of the Institute of Chartered Accountants of India to present consolidated accounts, your Company, has prepared the consolidated Accounts which is annexed herewith.

9. Investments

Your Company has made a strategic investment in Mail Today Newspapers Pvt. Ltd for which it has acquired some stake amounting to Rs. 45.52 Crore. This investment is towards entering into the Print Media utilizing the synergies of content and brand. The same has been further elaborated in Note no. 40 of the Financial statement which is self explanatory.

10. Auditors

The statutory auditors of your Company M/s Price Waterhouse, Chartered Accountants holds office up to the conclusion of the forthcoming Annual General Meeting and have offered themselves for re-appointment. They have confirmed that, if re-appointed, their appointment would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Your directors recommend their re-appointment as Statutory Auditors of the Company.

Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditors, your Board of Directors has appointed M/s. SKG & Co., Cost Accountants, as the Cost Auditor for the financial year ended March 31st , 2013.

11. Auditor''s Report

There are no qualifications of the Auditors on the Accounts of the Company for the financial year ended 31st March 2013 requiring further comment from the Board of Directors.

12. Corporate Governance

In accordance with Clause 49 of the listing agreement, your Company has ensured continued compliance of Corporate Governance requirements during the financial year. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders'' value.

The report on Corporate Governance for the financial year 2012-13 is given in a separate section titled "Report on Corporate Governance" and Certificate of Company Secretary in Practice as required under the revised Clause 49 of the listing agreement is appended herewith which forms part of this Annual Report.

13. Employees Stock Option Plan

Human Resource is the key to the success of any organization. The Company has always valued its human resources and has tried to adopt the best HR practices. To retain and nurture well-performing employees who are contributing to the growth of the Company, your Company introduced stock option plan (ESOP) for its employees and Directors in 2006.The disclosures in compliance with clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (as amended) are set out in the Annexure appended herewith.

A certificate from Statutory Auditors, with regard to the implementation of the Company Employees'' Stock Option Scheme, would 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.

14. Management Discussion and Analysis

Separate report on Management Discussion & Analysis is appended herewith.

15. The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

In terms of the requirement of clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars with respect to "Conservation of Energy, Technology Absorption and foreign exchange earnings and outgo" are given as under:

(a) Conservation of Energy : Not Applicable

(b) Technology Absorption : Not Applicable

(c) Transaction in Foreign Currency :

i) Value of Imports : Rs. 60,602,098

(CIF basis) ii) Expenditure in foreign currency (Accrued basis)

(a) Traveling Expenses : Rs. 7,770,870

(b) Production Cost : Rs.118,396,663

(c) Repair and Maintenance : Rs. 11,645,250

(d) Others : Rs. 1,587,219 (e) Income in foreign currency : Rs. 71,780,993

(Accrued basis)

16. Particulars of Employees

Particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended) is annexed hereto and forms part of this report.

17. Acknowledgement

Your Directors place on record their deep appreciation of the contribution made by all section of employees with dedication, commitment and team effort which helped your Company in achieving the performance during the year despite stiff competition from the existing as well as new players in the news and current affairs genre.

Your Directors also acknowledge with thanks the support given by the Central Government, bankers, shareholders and investors at large and look forward to their continued support.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place : New Delhi Anil Mehra Aroon Purie

Date :May 27th, 2013 Director Chairman & Managing Director


Mar 31, 2012

The Directors are pleased to present the Thirteenth Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March 2012.

1. Financial Results

The financial results of the Company for the year ended 31st March 2012 are summarized below for your consideration.

(Rs. in Crores)

Particulars Year Ended Year Ended

31s,Mar'12 31s,Mar,11

Income from operations 308.43 293.38

Other income 5.61 9.42 Profit before Finance,

Charges, Amortization,

Depreciation and Tax 31.90 35.40 Finance Charges

(including Interest) 1.43 0.95

Depreciation 14.04 16.01

Profit before tax 16.42 18.45

Provision for Tax 5.90 6.03

Net Profit 10.51 12.42

Balance amount brought forward 161.68 155.10

Profit Available for appropriation 172.19 167.52

Transferred to General Reserve 0.55 0.65

Proposed Dividend 4.46 4.46

Corporate Dividend Tax 0.72 0.72

Balance Carried forward 166.46 161.68

2. Performance

During the financial year under review, your Company's revenue from operations has been Rs.308.43 Crores compared to Rs. 293.38 Crores last year, an increase of 5.12%. Profit before tax has been Rs 16.42 Crores compared to Rs. 18.45 Crores last year, registering a decline of 11 % over the last year. Profit after tax has been Rs.10.51 Crores compared to Rs. 12.42 Crores last year, registering a decline of 15.37% over the last year.

Your company's business model is such that it mainly depends on Ad Revenues. Your Company due to its Channel's impeccable reputation and leadership position of the flagship channel "AAJ TAK", and confidence reposed by its viewers and clients managed to achieve a reasonably satisfactory performance.

In recognition of its leadership position, your Company's Channels have been conferred with the following prestigious awards:

News Television Awards 2012

- TV News reporter - Neha Dixit

- Entertainment News Anchor - Denzil

- Investigative report - Inside Lanka's Killing Fields

- Entertainment News Show - Revisiting Ramayan- Saas and the city

- Investigative Feature - Telangana tangle

- Current Affairs Programme (Home & International) - Inside Libiya Promo

- Best Use of Graphics in a Promo -HLT: Vote Drop Promo

- Promo Campaign by a News Channel - DAT: Aapka Chunaav Campaign

Promos

1. Promo for a Channel - Aaj Tak: Badal Gaya India Aaj Tak

- Current Affairs Programme (Home & International) - Doctoron ki D-Company

- Special Awards - Anna /Lok Pal Show - Aaj Tak

Tez

- Entertainment News Show - Dhoonthe Reh Jaaoge AAJ TAK

Aaj Tak continued to maintain its leadership position for the 11th consecutive year. Aaj Tak reach has increased from 48.64 million in FY 2009-10 to 51.54 million in 2011-12. Aaj Tak continues to dominate by being the channel of choice during key events. Whether it's a national or an international event, the credibility of Aaj Tak is unmatched. As per IRS Data, Aaj Tak maintains absolute leadership with a reach of 62.2 million (CS viewer). Also, Aaj Tak was bestowed with the Most Trusted Channel Award by the Brand Trust Survey, Aaj Tak was voted no. 1 across all television categories.

HEADLINES TODAY

Year 2011-12 was the year of news. Be it Anna's movement for Lokpal or the Cricket world cup, Headlines Today reported from the front and was successful in binding the audience to the news. Headlines Today maintained a reach of approx 10 Million in FY 2011-12. Moreover, at the recently held News Television Academy Awards, Headlines Today was bestowed with 6 awards, including Best Entertainment Anchor Denzil O' Connell, Best Reporter Neha Dixit, Best Investigative report - Inside Lanka's Killing Fields, Best Investigative Feature - Telangana tangle and Best Current Affairs Programme (Home & International) - Inside Libya.

TEZ

Tez was launched to cater to the news viewer who has little time and wants condensed news. "Tez" had reach of 21.28 million viewers in FY 11-12 in the country as compared to 14.51 million in FY 2009-10. In Mumbai, Tez has a higher market share than Zee News and IBN 7 (Source:-TAM, MKT- MUMBAI,TG-CS4 , Period-FY11-12).

DILLI AAJ TAK

Dilli Aaj Tak is the leading Delhi/NCR focused 24 hrs news channel. The channel has a news-you-can-use format, and has been No.1 in Delhi since the date of its launch with an average reach of 3.92 million in 2011-12 as compared to 3.80 million in FY 2009-10. Dilli Aaj Tak Also maintains a solid monopoly in Delhi .Our MCD election coverage beat even the national players in Delhi.

3. Dividend

Your directors are pleased to recommend for your consideration and approval payment of dividend @ 15% amounting to Rs. 0.75 per equity share of Rs. 5/- each for the financial year 2011-12. Total amount of dividend outgo for the financial year shall be Rs. 5.18 Crores (including Corporate Dividend Tax amounting to Rs. 0.72 Crores).

4. Deposits

During the year, your Company has not accepted/ renewed deposits from the Public within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956, if any.

5. Directors

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of your Company, Mr. Anil Vig and Mr. Ashok Kapur, Directors, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your directors recommend re-appointment of Mr. Anil Vig and Mr. Ashok Kapur as directors on the Board of the Company.

6. Director's Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors' subscribe to Directors' Responsibility Statement and confirm that:

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

- they had selected such accounting policies and applied them consistently and made judgment 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 2011-12 and of the profit of the company for that period;

- they had 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;

- the annual accounts had been prepared on a going concern basis.

7. Subsidiary Company

The Audited Statement of Accounts, along with the report of the Board of Directors and the Auditor's Report pursuant to Section 212 of the Companies Act, 1956 of the wholly owned subsidiary Company, TV Today Network (Business) Limited, for the year ended on 31 st March 2012 is annexed.

8. Consolidated Accounts

In accordance with the requirement of Accounting Standard 21 of the Institute of Chartered Accountants of India to present consolidated accounts, your Company, in compliance with the said requirement has prepared the consolidated Accounts which is annexed herewith.

9. Investments

Your Company has made a strategic investment in Mail Today Newspapers Pvt. Ltd for which it has acquired some stake amounting to Rs. 45.52 Crore. This investment is towards proposed entry into the Print Media utilizing the synergies of content and brand. The same has been further elaborated in Note no. 40 of the Financial statement which is self explanatory.

10. Auditors

The statutory auditors of your Company M/s Price Waterhouse, Chartered Accountants holds office up to the conclusion of the forthcoming Annual General Meeting and have offered themselves for re-appointment. They have confirmed that, if re-appointed, their appointment would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Your directors recommend their re-appointment as Statutory Auditors of the Company.

Pursuant to the direction from the Ministry of Corporate Affairs for appointment of Cost Auditors, your Board of Directors has appointed M/s. Jitender, Navneet & Co., Cost Accountants, as the Cost Auditor for the financial year ended March 31st, 2012.

11. Auditor's Report

There are no qualifications of the Auditors on the Accounts of the Company for the financial year ended 31st March 2012 requiring further comment from the Board of Directors.

12. Corporate Governance

In accordance with Clause 49 of the listing agreement, your Company has ensured continued compliance of Corporate Governance requirements during the financial year. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders' value.

The report on Corporate Governance for the financial year 2011-12 is given in a separate section titled "Report on Corporate Governance" and Certificate of Company Secretary in Practice as required under the revised Clause 49 of the listing agreement is appended herewith which forms part of this Annual Report.

13. Employees Stock Option Plan

Human Resource is the key to the success of any organization. The Company has always valued its human resources and has tried to adopt the best HR practices. To retain and nurture well-performing employees who are contributing to the growth of the Company, your Company introduced stock option plan (ESOP) for its employees and Directors in 2006.The disclosures in compliance with clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (as amended) are set out in the Annexure appended herewith.

A certificate from Statutory Auditors, with regard to the implementation of the Company Employees' Stock Option Scheme, would 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.

14. Management Discussion and Analysis

Separate report on Management Discussion & Analysis is appended herewith.

15. The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

In terms of the requirement of clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars with respect to "Conservation of Energy, Technology Absorption and foreign exchange earnings and outgo" are given as under:

(a) Conservation of Energy : Not Applicable

(b) Technology Absorption : Not Applicable

(c) Transaction in Foreign Currency :

i) Value of Imports : Rs. 264,408,514 (CIF basis)

ii) Expenditure in foreign currency (Accrued basis)

(a) Traveling Expenses : Rs. 20,023,167

(b) Production Cost : Rs. 79,802,299

(c) Repair and Maintenance : Rs. 1,123,041

(d) Others : Rs. 1,961,195

(d) Income in foreign currency : Rs. 90,086,865 (Accrued basis)

16. Particulars of Employees

Particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended) is annexed hereto and forms part of this report.

17. Acknowledgement

Your Directors place on record their deep appreciation of the contribution made by all section of employees with dedication, commitment and team effort which helped your Company in achieving the performance during the year despite stiff competition from the existing as well as new players in the news and current affairs genre.

Your Directors also acknowledge with thanks the support given by the Central Government, bankers, shareholders and investors at large and look forward to their continued support.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place: New Delhi Anil Mehra Aroon Purie

Date : May 18th, 2012 Director Chairman & Managing Director


Mar 31, 2011

TO THE MEMBERS

The Directors are pleased to present the Twelth Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March 2011.

1. Financial Results

The financial results of the Company for the year ended 31st March 2011 are summarized below for your consideration.

(Rs.in Crores)

Particulars Year Ended Year Ended 31st Mar'11 31st Mar'10

Income from operations 293.26 284.82

Other income 9.54 23.10

Profit before Finance, Charges, Amortization Depreciation and fax 35.40 75.13

Finance Charges (Including Interest) 0.95 7.05

Depreciation 16.0l 21.10

Profit before tax 18.45 46.98

Provision for Tax 6.03 16.12

Net Profit 12.42 30.86

Balance amount brought forward 155.10 134.30

Profit Available for approbation 167.52 165.17

Transferred to General Reserve 0.65 5.00

Proposed Dividend 4.46 4.33

Corporate Dividend Tax 0.72 0.74

Balance Carried forward 161.68 l55.10

2. Performance

During the financial year under review your Company's revenue from operatipns has been Rs.293.26 Crores compared to Rs. 284.82 Croses last year Profit after tax was lower at Rs. 12.42 Crores compared to Rs. 30.86 Crores last year.

Your company's business model is such that it mainly depends on Ad Revenues. Your Company due to its Channel's impeccable reputation and leadership position of the flagship: channel "AAJ TAK", and confidence reposed by its viewers and clients managed to achieve a reasonably satisfactory performance.

In recognition of Its leadership position, your Company's Channels have been conferred with the following prestigious awards:

News Television Awards 2011

- Best Crime Show (Hindi) - Vardaat (Aaj Tak)

- Best Entertainment Show (Hindi) - Bheja Fry (Tez)

- Best Promo - Raksha Bandhan (Dilli Aaj Tak)

- Best Investigative Feature-Honour Killers In Uniform (Headlines Today)

- Best Prime Time Newscast -HTquestiors Journalist Ethics

Laadli Media Awards 2011

- Best News Feature-Branded a Witch, Hunted for Life (Headlines Today)

Indian Television Academy Award 2010

- Best Hindi News Channel - Aaj Tak

AAJTAK

Aaj Tak continued-to maintain its leadership position for the lOth consecutive year despite intense competition in the Hindi news genre. Viewers reposed confidence in Aaj Tak for the 10th consecutive year due to its editorial excellence, fair and unbiased reporting, launch of new innovative News shows catering to different segments of society and a motivated team of-well-qualified professionals.

In spite of intense competition and cluttered news space, Aaj Tak continues to dominate by being the channel of choice during key events. Whether it's a national or an international event, the credibility of Aaj Takls is unmatched.

HEADLINES TODAY

2010-11 was a year of consolidation and: perception building for Headlines Today. The past year established Headlines Today as a force when it came to investigative and incisive news reporting.

Headlines Today have led from the front breaking stories of national and international importance.

Headlines Today Reach has grown to 11.1 million, in 2010-11 as compared to 10.15 million in 2009-10.

TEZ

Tez was launched to cater to those viewers who have little time and want condensed news in quickest possible way mostlym the target group of male, 25-44 years; Tez retained its ratings over the preceding year with both reach and time spent also going up considerably

In the full year of operation ended March 31, 2011, "Tez" had reached 24.28 Million viewers as compared to 14.51 million last year. During the quarter January-March 2011, the reach of "Tez" was 25.83 million compared to 17.58. million durinq the same quarter last year.

DILLI AAJ TAK

Dilli Aaj Tak is TV Today's only metro centric 24 hrs news channel. In the course of its five year journey so far since the launch in 2006, the channel has not only redefined local news coverage but also acted as an objective & positive catalyst in bringing out changes that affect the lives of people of Delhi & NCR.The channel's news radar has always picked issues ranging from daily water-power crisis to local body polls assembly & parliament elections & very big events like commonwealth games & their impact on overall capital canvas. Through its performance year after year it has carved a niche when compared with national broadcasters. It has truly lived its catch line "Aap Ka Shahr Aap Tak" by consolidating its connect with viewers by raising their issues, their problems through live & interactive programming & emerging as an aggressive & unbiased campaigner for a decent life in a metropolitan space like Delhi.

The channel has a news-you-can-use format, and has been No.1 in Delhi since the date of its launch in Delhi with an average viewership of 4.26 million in 2010-11 as compared to 3.80 million in 2009-10. During the quarter January-March 2011, the reach of "Dilli Aaj Tak" was 4.28 million compared to 4.51 million during the same quarter last year

3. Dividend

Your directors are pleased to recommend for your consideration and approval payment of dividend @ 15% amounting to Rs. 0.75 per equity share of Rs.5/-each for he financial year2010-11. Total amount of dividend outgo for the financial year shall be Rs. 5.18 Crores (including Corporate Dividend Tax amounting to Rs. 0.72 Crores)

4. Deposits

During the year, your Company has not accepted/ renewed deposits from the Public within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956, if any.

5. Directors

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of your Company, Mr. Anil Mehra and Mr. Rajeev Thakore Directors, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your directors recommend, re-appointment of Mr. Anil Mehra and Mr. Rajeev Thakore as Directors on the Board of the Company.

6. Director's Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors' subscribe to Directors' Responsibility Statement and confirm that:

- In the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;

- they had selected such accounting policies and applied them consistently and made judgement 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 2010-11 and of the profit of the company for that period;

- they had 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;

- the annual accounts had been prepared on a going - concern basis.

7. Subsidiary Company

The Audited Statement of Accounts, along with the report of the Board of Directors and Auditor's' Report pursuant,': to Section 212 of the Companies Act 1956 of the wholly owned subsidiary Company, TV Today Network (Business) Limited, for the year ended on 31st March 2011 is annexed.

8. Consolidated Accounts

In accordance with the requirement of Accounting Standard 21 of the Institute of Chartered Accountants of India to present consolidated accounts, your Company, in compliance with the said requirement has prepared the consolidated Accounts which is annexed herewith.

9. Investments

Your Company has made a strategic investment in Mail Today Newspapers Pvt. Ltd for which it has acquired some stake amounting to Rs. 45.50 Crore during the year ended March 31, 2011 .This investment is towards considering a foray into the Print Media utilizing the synergies of content and brand. The same has been further elaborated in Note no. 11 of the Financial statement which is self explanatory.

10. Auditors

The statutory auditors of your Company M/s Price Waterhouse, Chartered Accountants holds office up to the conclusion of the forthcoming Annual General Meeting and have offered themselves for re-appointment. They have confirmed that, if re-appointed, their appointment would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956. Your directors recommend their re-appointment as Statutory Auditors of the Company.

11. Auditor's Report

There are no qualifications of the Auditors on the Accounts Of the Company for the financial year ended 31st March 2011 requiring further comment from the Board of Directors.

12. Corporate Governance

In accordance with Clause 49 of the listing agreement, your Company has ensured continued compliance of Corporate Governance requirements during the financial year. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders' value.

The report on Corporate Governance for the financial year 2010-11 is given as a separate section titled "Report on Corporate Governance" and Certificate of Company Secretary in Practice as required under the revised Clause 49 of the listing agreement is appended herewith which forms part of this Annual Report.

13. Employees Stock, option plan

Human Resource is the key to the success of any organization. The: Company has always valued its human resources and has tried to adopt the best HR practices. To retain and nurture well-performing employees who are -contributing to the growth of the Company, your Company introduced stock option plan (ESOR). for its employees and Directors in 2006.The disciosures in compliance with clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (as amended) are set out in the Annexure appended herewith.

A certificate from Statutory Auditors, with regard to the implementation of the Company Employees' Stock Option Scheme, would 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.

14. Management Discussion and Analysis

Separate report on Management Discussion & Analysis is appended herewith.

15. The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

In terms of the requirement of clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars with respect to "Conservation of Energy, Technology Absorption and foreign exchange earnings and outgo" are given as under:

(a) Conservation of Energy : Not Applicable

(b) Technology Absorption : Not Applicable

(c) Transaction in Foreign Currency :

i) Value of Imports : Rs. 21,134,543 (CIF basis)

ii) Expenditure in foreign currency (Accrued basis)

(a) Traveling Expenses : Rs. 14,338,051

(b) Production Cost : Rs. 96,010,286

(c) Repair and Maintenance : Rs. 3,026,682

(d) Others : Rs. 15,876,959

(d) Income in foreign currency : Rs. 82,547,314 (Accrued basis)

16. Particulars of Employees

Particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended) is annexed hereto and forms part of this report.

17. Acknowledgement

Your Directors place on record their deep appreciation of the contribution made by all section of employees with dedication, commitment and team effort which helped your Company in achieving, the performance during the year despite stiff competition from the existing as well as new players in the news and current affairs genre.

Your Directors also acknowledge with thanks the support given by the Central Government, bankers, shareholders and investors at large and look forward to their continued support.

For and on behalf of the Board of Directors

Sd/- Sd/- Anil Mehra Aroon Purie Director Chairman & Managing Director Place: New Delhi Date : May 30th, 2011

Note : As per the provisions of Sections 219(1) (b) (iV) of the Companies Act, 1956, read with amended Clause 32 of the Listing Agreement with the Stock Exchanges, the Annual Report is being sent to all shareholders of the Company excluding Particulars of Employees under Section 217(2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules, 1975. Any shareholder interested in obtaining such particulars may write to Company Secretary at the Company's New Delhi office at Videocon Tower, E-1, Jhandewalan Extension Delhi-10 055.


Mar 31, 2010

The Directors are pleased to present the Eleventh Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March 2010.

1. Financial Results

The financial results of the Company for the year ended 31st March 2010 are summarized below for your consideration.

(Rs. in crores)

Particulars Year Ended Year Ended 31St Mar10 31St Mar09

Income from operations 284.82 249.99

Other income 23.10 24.21

Profit before Finance, Amortization, Depreciation and Tax 75.13 68.46

Interest and Finance Charges 7.05 0.14

Depreciation 21.10 19.42

Profit before tax 46.98 48.74

Provision for Tax 16.12 15.19

Net Profit 30.86 33.55

Balance amount brought forward 134.30 110.84

Profit Available for appropriation 165.17 144.39

Transferred to General Reserve 5.00 5.00

Proposed Dividend 4.33 4.35

Corporate Dividend Tax 0.74 0.74

Balance Carried forward 155.10 134.30

1. ESOP expenses have been regrouped and included in the employee cost.

2. The figures above are not comparable with the results for the year ended March 31, 2009, as the current financial results for the year ended on 31st March, 2010 include merged results of FM Radio broadcasting business.

2. Performance

During the financial year, the FM Radio broadcasting business of Radio Today Broadcasting Limited was merged with your Company. Hence the financial results for the year ended on 31st March, 2010 reflect the merged results of Television and FM Radio broadcasting business. During the financial year under review, your Companys revenue from operations has been Rs.284.82 Crores compared to Rs. 249.99 Crores last year, an increase of 14 %. Profit before tax has been Rs 46.98 Crores compared to Rs. 48.90 Crores last year, registering a decline of 4 % over the last year. Profit after tax has been Rs.30.86 Crores compared to Rs. 33.55 Crores last year, registering a decline of 8 % over the last year. Since the results of FM Broadcasting business has been merged with the financial year ended on 31st March, 2010, the figures are not comparable with that of the previous financial year

Your companys business model is such that it mainly depends on Ad Revenues. Your Company due to its Channels impeccable reputation and leadership position of the flagship channel "AAJ TAK", and confidence reposed by its viewers and clients managed to achieve a reasonably satisfactory performance.

In recognition of its leadership position, your Companys Channels have been conferred with the following prestigious awards:

News Television Award 2010

- Best Investigative News Report (English) - Centrestage (Dal Scam) on Headlines Today

- Best Presented Popular News Show (English) - Ground Zero on Headlines Today

- Best Show on Environment Awareness (English) - Beginning of the End on Headlines Today

- Best News Promo (English) - Headlines Today (Enigma Called Indira)

- Best Auto Show (Hindi) - Nano Launch on Aaj Tak

- Best Business News Program - Budget ka Reality Show on Aaj Tak

- Best News Promo (Hindi) - Aaj Tak (Martyr)

- Best News Campaign (Hindi) - Aaj Tak (No. 1 Campaign)

Indian Television Academy Award 2009

- Best Hindi News Channel - Aaj Tak

- Best News & Current Affairs Anchor - Prabhu Chawla for Seedhi Baat

World Brand Congress 2009

- Most Popular Hindi News Channel - Aaj Tak

- Best Social Marketing - War on Terror

Indian News Broadcasting Awards 2009

- Best News Producer of the Year (English) - Sujay Bhattacharya for Headlines Today

- CEO of the Year - G. Krishnan

- News Director of the Year (Hindi) - Q W Naqvi for Aaj Tak

Promax India 2009

- Best News & Current Affairs Promo - Satta Ka Semifinal (Aaj Tak)

- Best on- air Channel ident - Snail id (Tez)

AAJ TAK

Aaj Tak continued to maintain its leadership position for the 9th consecutive year despite increased competition in the Hindi news genre by the existing as well as new news channels launched in the last year. Viewers reposed confidence in Aaj Tak for the ninth consecutive year due to its editorial excellence, fair and unbiased reporting, launch of new innovative current affairs programmes catering to different segments of society and a motivated team of well- qualified professionals.

Inspite of intense competition and a cluttered news space, Aaj Tak continues to dominate by being the channel of choice during key events. Whether its a national or an international event, the credibility of Aaj Tak is unmatched.

During the year, viewership of Aaj Tak news channel has been 48.64 million compared to 43.85 million last year. During the quarter January- March 2010, the viewership of Aaj Tak was 52.67 million compared to 50.86 million during the same quarter last year.

HEADLINES TODAY

2009- 10 was a very fruitful year for Headlines Today.

Headlines Today emerged as one of the top news destinations with TRPs and Time Spent reflecting it by the end of April 2010

It now has an investigation team and a bureau which is regularly breaking stories of national importance. Headlines Today has been able to penetrate deep into Chennai and Hyderabad markets both through its news coverage and distribution strength.

The channel has bagged 4 prizes at the ITA awards thereby garnering valuable industry appreciation. They include the prizes for Best Popular News Show, Best Environmental News Documentary, Best Promo (Enigma called Indira) and Best Investigative News Story (Dal scam).

German Bakery attacks and the Sania Wedding were breaking news stories where viewers stayed with Headlines Today and propelled us ahead of the competition

Headlines Today has reach of 10.15 million in 2009- 10 as compared to 10.65 million in 2008- 09. During the last quarter (Jan- Mar 2010) of the Financial year, the reach of Headlines Today was 11.44 million compared to 10.57 million during the same quarter last year.

Tez was launched to cater to the news viewer who has little time and wants condensed news, mostly in the target group of Male, 25- 44 years, SEC AB. Tez hold its own and retained its ratings over the preceding year.

In the full year of operation ended March 31, 2010, "Tez" had reach of 14.51 million viewers in the Country as compared to 14.67 million last year. During the quarter January- March 2010, the reach of "Tez" was 17.58 million compared to 15.57 million during the same quarter last year.

Dilli Aaj Tak

The networks only metro centric 24 hrs news channel "Dilli Aaj Tak" has completely changed the paradigms related to local news coverage since its launch in 2006.The channels news radar has always picked issues ranging from local water power crisis to assembly & parliament elections & very recently, commonwealth games & their impact on overall capital canvas. Through its powerful performance year after year it has carved a niche when compared with national broadcasters. It has truly lived its catch line "Aap Ka Shahr Aap Tak" by consolidating its connect with viewers by raising their issues, their problems & emerging as an aggressive & unbiased campaigner for a decent life in a metropolitan space like Delhi. The channel has a news- you- can- use format, and has been No.1 in Delhi since the date of its launch in Delhi with an average viewership of 3.80 million in 2009- 10 as compared to 2.71 million in 2008- 09. During the quarter January- March 2010, the reach of "Dilli Aaj Tak" was 4.51 million compared to 3.25 million during the same quarter last year.

3. Dividend

Your directors are pleased to recommend for your consideration and approval payment of dividend @ 15% amounting to Rs. 0.75 per equity share of Rs. 5/- each for the financial year 2009- 10. Total amount of dividend outgo for the financial year shall be Rs. 5.07 Crores (including Corporate Dividend Tax amounting to Rs.0.74 Crores).

4. Deposits

During the year, your Company has not accepted/ renewed deposits from the Public within the meaning of Section 58A, 58AA and other relevant provisions of the Companies Act, 1956, if any.

5. Demerger of Radio Broadcasting Business of Radio Today Broadcasting Limited and its merger with your Company.

In the process of implementation of the composite scheme of arrangement and in accordance with the order of Honble High Court of Delhi, a court convened meeting of the equity shareholders of the Company was held at Kamani Auditorium, Copernicus Marg, New Delhi - 110 001 on 21st day of November 2009 to approve the proposed Scheme of Arrangement between your Company and Radio Today Broadcasting Limited. Shareholders present in person or by proxy or through authorized representative at the meeting, represented 55.92% of total issued share capital of the Company and 100% of those so present voted in favour of the resolution.

In addition to the meeting of the equity shareholders, meeting of unsecured Creditors of your Company was also held on 21st day of November 2009 wherein the resolutions to implement the scheme of arrangement was passed unanimously.

Subsequently, pursuant to the Composite Scheme of Arrangement, under the provisions of the Companies Act, 1956 (The Scheme), approved by the shareholders, sanctioned by the Honble High Court at Delhi and the Ministry of Information and Broadcasting on November 21, 2009, February 24, 2010 and May 20, 2010 respectively, the undertaking of the radio broadcasting business of Radio Today Broadcasting Limited, a company engaged in the radio broadcasting and trading business (the Transferor Company), was transferred to and vested in your Company (the Transferee Company) with effect from 1 st April 2009 (Appointed Date). The Scheme, a copy of which was filed with the Registrar of Companies subsequent to the year end on 13th April, 2010, is an amalgamation in the nature of merger. In accordance with The Scheme, all assets and liabilities pertaining to the radio broadcasting business of the Transferor Company, as on the appointed date, has been acquired by your Company.

As a consequence of such merger, the financial results of your Company for the year ending on 31st March, 2010 include the merged results of Television and FM Radio broadcasting business.

6. Directors

In accordance with the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of your Company, Mr. Anil Vig and Mr. Rakesh Kumar Malhotra, Directors, liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment. Your directors recommend re- appointment of Mr. Anil Vig and Mr. Rakesh Kumar Malhotra as directors on the Board of the Company.

Mr. Ashok Kapur was appointed as Additional Director on the Board of your Company after the last Annual General Meeting. Mr. Ashok Kapur holds office upto the date of ensuing Annual General Meeting. Your Directors recommend the appointment of Mr. Ashok Kapur as a Director on the Board of the Company at the ensuing Annual General Meeting.

Ms. Koel Purie Rinchet was appointed as a Whole Time Director on the Board of your Company after receiving clearance from the Ministry of Information & Broadcasting w.e.f. 24th May 2010, subject to approval of shareholders.

The Directors of your Company recommend the appointment of Ms. Koel Purie Rinchet as Whole Time Director on the Board of the Company at the ensuing Annual General Meeting.

7. Directors Responsibility Statement

As stipulated in Section 217(2AA) of the Companies Act, 1956, your Directors subscribe to Directors Responsibility Statement and confirm that:

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

- they have selected such accounting policies and applied them consistently and made judgement 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 2009- 10 and of the profit of the company for that period;

- they 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;

- the annual accounts have been prepared on a going concern basis.

8. Subsidiary Company

The Audited Statement of Accounts, along with the report of the Board of Directors and the Auditors Report pursuant to Section 212 of the Companies Act, 1956 of the wholly owned subsidiary Company, TV Today Network (Business) Limited, for the year ended on 31st March 2010 is annexed.

9. Consolidated Accounts

In accordance with the requirement of Accounting Standard 21 of the Institute of Chartered Accountants of India to present consolidated accounts, your Company, in compliance with the said requirement has prepared the consolidated Accounts which is annexed herewith.

10. Buy Back of Equity Shares of the Company

Your Companys Buy- back Scheme for purchase of its Equity shares through open market under the Stock Exchange Mechanism was opened on 16th March 2009. Under the Scheme your Company has bought back and extinguished 2,03,752 Equity Shares from 1st April 2009 upto conclusion of buy back i.e. 25th July 2009.

In totality your Company has bought back and extinguished 2,44,884 equity shares under Buy Back Scheme.

11. Investments

Your company has made a strategic investment in Mail Today Newspapers Pvt. Ltd for which it has paid a sum of Rs.18.50 crores towards advance payment for purchase of equity shares during the year ended March 31, 2010 . This investment is towards considering a foray into Hindi newspaper market utilizing the synergies of content & brand subject to necessary approvals. The same has been further elaborated in Note no 12 of the Financial statement which is self explanatory.

12. Auditors

The statutory auditors of your Company M/s Price Waterhouse, Chartered Accountants holds office up to the conclusion of the forthcoming Annual General Meeting and have offered themselves for re- appointment. They have confirmed that, if re- appointed, their appointment would be within the limits prescribed under Section 224

(1B) of the Companies Act, 1956. Your directors recommend their re- appointment as Statutory Auditors of the Company

13. Auditors Report

There are no qualifications of the Auditors on the Accounts of the Company for the financial year ended 31st March 2010 requiring further comment from the Board of Directors.

14. Corporate Governance

In accordance with Clause 49 of the listing agreement, your Company has ensured continued compliance of Corporate Governance requirements during the financial year. Your Company lays strong emphasis on transparency, disclosure and independent supervision to increase various stakeholders value.

The report on Corporate Governance for the financial year 2009- 10 is given as a separate section titled "Report on Corporate Governance" and Certificate of Company Secretary in Practice as required under the revised Clause 49 of the listing agreement is appended herewith which forms part of this Annual Report.

15. Employees Stock Option Plan

Human Resource is the key to the success of any organization. The Company has always valued its human resources and has tried to adopt the best HR practices. To retain and nurture well- performing employees who are contributing to the growth of the Company, your Company introduced stock option plan (ESOP) for its employees and Directors in 2006.The disclosures in compliance with clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (as amended) are set out in the Annexure appended herewith.

A certificate from Statutory Auditors, with regard to the implementation of the Company Employees Stock Option Scheme, would 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.

16. Management Discussion and Analysis

Separate report on Management Discussion & Analysis is appended herewith.

17. The Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

In terms of the requirement of clause (e) of sub- section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars with respect to "Conservation of Energy, Technology Absorption and foreign exchange earnings and outgo" are given as under:

(a) Conservation of Energy : Not Applicable

(b) Technology Absorption : Not Applicable

(c) Transaction in Foreign Currency:

i) Value of Imports Rs. 17,189,659

(CIF basis)

ii) Expenditure in foreign currency (Accrued basis)

(a) Traveling Expenses : Rs. 12,125,759

(b) Production Cost : Rs. 131,990,652

(c) Repair and Maintenance : Rs. 2,940,188

(d) Others : Rs. 928,820

(d) Income in foreign currency : Rs. 83,477,363 (Accrued basis)

18. Particulars of Employees

Particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 (as amended) is annexed hereto and forms part of this report.

19. Acknowledgement

Your Directors place on record their deep appreciation of the contribution made by all section of employees with dedication, commitment and team effort which helped your Company in achieving the performance during the year despite stiff competition from the existing as well as new players in the news and current affairs genre.

Your Directors also acknowledge with thanks the support given by the Central Government, bankers, shareholders and investors at large and look forward to their continued support.

For and on behalf of the Board of Directors

Sd/- Sd/-

Place: New Delhi Anil Mehra Aroon Purie

Date : 24th May 2010 Director Chairman & Managing Director

 
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