Dear Shareholders,
 
 The Directors are delighted to present the Fourth Annual Report on the
 business and operations of the Company together with the audited
 accounts for the financial year ended March 31, 2011.
 
 Financial Performance
 
 The key financial figures on standalone and consolidated basis of your
 Company for the year ended March 31, 2011 are as follows:
 
                                                       Rs. in (Lakhs)
 
 Particulars                    Consolidated            Standalone
 
                          Financial 
                               Year   Financial 
                                           Year   Financial 
                                                       Year   Financial
                                                                   Year
                              Ended       Ended       Ended       Ended
 
                           March 31,
                               2011    March 31, 
                                           2010    March 31, 
                                                       2011    March 31,
                                                                   2010
 
 Net Revenue            1,05,806.16   92,559.33   35,453.91   33,477.73
 
 Operating Profit/
 (Loss)                   12,648.73    9,615.77    5,074.68    6,125.18
 
 before interest and
 depreciation
 Interest                  1,918.61    1,944.25    1,863.03    1,930.39
 
 Depreciation              4,558.25    3,288.34    2,611.99    2,186.30
 
 Net Profit/(Loss)         6,171.87    4,383.18      599.66    2,008.49
 
 before Tax
 
 Provision for             1,738.65      740.80      (96.30)     (71.68)
 
 taxes/deferred Tax
 
 Profit/(Loss) after Tax   3,753.03    3,011.14      695.96    2,080.17
 
 Result of Operations
 
 During the financial year 2010–11 your Company, on a consolidated
 basis, has generated over Rs.1058.60 crores of revenues and post tax
 profit of Rs.37.53 crores. The corresponding figures for financial year
 2009-10 were revenue of Rs 925.59 Crores and post tax profit of Rs.
 30.11 crores.
 
 Consolidated Financial Statements
 
 Pursuant to Accounting Standard AS-21 on Consolidated Financial
 Statements read with Accounting Standard AS – 23 on the Accounting for
 Investments in Associates and Accounting Standard AS– 27 on Accounting
 on Joint Ventures, issued by The Institute of Chartered Accountants of
 India, the Audited Consolidated Financial Statements are provided in
 this Annual Report.
 
 Review of Year Gone by
 
 During the year, the Company consolidated its growth following the
 rapid scale up of the preceding years. Its core business continued to
 exhibit robust growth. It continued to invest in its digital cable
 operations. Along with revenue growth, the company maintained its
 profitability.
 
 Media Pro: A 50:50 JV between STAR-DEN and Zee Turner
 
 In May 2011, STAR DEN Media Services (STAR DEN), a 50:50 joint venture
 between Star India Private Ltd. and DEN, formed a 50:50 joint venture
 with Zee Turner for jointly distributing channels of the two entities
 across India. The joint venture company is called Media Pro Enterprise
 India Private Limited and commenced operations from July 2011. DEN is a
 participant in this JV through its 50 per cent stake in STAR DEN.
 
 The JV will distribute 68 pay TV channels from the erstwhile Star DEN
 and Zee Turner bouquets. The objective of the JV is to transform
 content distribution in India by creating efficiencies in the
 distribution arena, promoting transparency and curbing piracy.
 
 DEN and BFTV LLC form a 75:25 JV for Launching Baby First TV in India
 
 In October 2010, IME Networks Private Limited, a subsidiary of DEN,
 entered into a joint venture with BFTV LLC to distribute the ''BabyFirst
 TV'' channel in India and select countries in South Asia. Baby First TV
 is a television channel for babies, toddlers and their parents and is
 aired in several countries across the world.
 
 The JV is in the process of securing the necessary licenses to
 broadcast the channel in India.
 
 Changes in Capital Structure
 
 During the year ended March 31, 2011, the Authorized Share Capital of
 the Company increased from Rs. 1,65,00,00,000 (Rupees One Hundred Sixty
 Five Crores) to Rs.2,00,00,00,000(Rupees Two Hundred Crores) and paid
 up Equity Share Capital of the Company remains the same i.e., Rs.
 1,30,48,99,750 (Rupees One Hundred Thirty Crores Forty Eight Lacs
 Ninety Nine Thousand and Seven Hundred Fifty).
 
 Employee Stock Option Scheme (ESOS)
 
 During the financial year 2010-11, the Company has granted 50,00,000
 Equity shares of Rs.10/- each, under Employee Stock Option Scheme
 (ESOS) to the Employees of the Company and Subsidiary Companies. The
 details as required to be disclosed under Clause 12 & 19 of ESOP
 Guidelines of SEBI are detailed in the Annexure ''A'' to this Report.
 
 A Certificate from the Statutory Auditor of the Company for
 implementation of the ''DEN ESOS 2010'' in accordance with the SEBI
 Guidelines and the resolutions passed by the members of the Company,
 will be made available for inspection by the members at the ensuing
 Annual General Meeting of the Company.
 
 Manpower
 
 Company has been growing from strength to strength both in terms of the
 organization and the activity profile.
 
 Dividend
 
 Your Directors do not recommend any Dividend for the financial year
 ended March 31, 2011.
 
 Transfer to Reserves
 
 Your Company has not made any transfer to the Reserves during the
 financial year 2010-11.
 
 Public Deposits
 
 During the year under review your Company has not accepted any deposits
 from the public under Section 58A of the Companies Act, 1956.
 
 Management''s Discussion and Analysis Report
 
 In terms of requirement of Clause 49 of the Listing Agreement with the
 Stock Exchange(s) Management''s Discussion and Analysis Report
 disclosing the operations of the Company in detail is provided
 separately as a part of Director''s Report.
 
 Directors
 
 Mr. Robindra Sharma, Director of the Company, retires by rotation at
 the ensuing Annual General Meeting and being eligible, has offered
 himself for re-appointment. The relevant details of the directors
 proposed to be re-appointed are provided in the Corporate Governance
 Report forming part of this report.
 
 Directors'' Responsibility Statement
 
 Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
 1956 as amended, your Directors confirm:
 
 i) that in the preparation of the annual accounts for the financial
 year ended March 31, 2011, the applicable Accounting Standards have
 been followed.
 
 ii) that the Directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of
 profit or loss of the Company for the year under review.
 
 iii) that the Directors have taken proper and sufficient care for
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities.
 
 iv) that the Directors have prepared the accounts for the financial
 year ended March 31, 2011 on a ''going concern'' basis.
 
 Subsidiary Companies
 
 The Ministry of Corporate Affairs vide its Circular No.02/2011 on 08th
 February, 2011 given a general exemption to the Companies to attach its
 subsidiaries Companies'' financial statement in the directors''
 report(Section 212(8) of the Companies Act,1956) on Compliance of the
 conditions specified in the said circular. In terms of requirements, a
 statement pursuant to Section 212 of the Act relating to the
 subsidiaries of your Company and the details of the subsidiary
 companies have been annexed and forming part of this report.  The
 annual accounts of the subsidiary Companies and related detailed
 information will be made available to the holding company and
 subsidiary companies investors for inspection at the registered office
 of the holding company and subsidiary companies.  These documents will
 be made available to any investors of the Holding Company and
 Subsidiary Companies on the receipt of request in this regard.
 
 Auditors & Auditor''s Report
 
 The term of M/s. Deloitte Haskins & Sells, Chartered Accountants, the
 Statutory Auditors of your Company, expires at the ensuing Annual
 General Meeting. The Company has received a certificate from them to
 the effect that their appointment, if made, would be within the
 prescribed limit as mentioned under Section 224 (1B) of the Companies
 Act, 1956.
 
 Your Board has duly examined the Report issued by the Statutory
 Auditor''s of the Company on the Accounts for the financial year ended
 March 31, 2011. The notes on Accounts, as presented in this Annual
 Report, are self-explanatory in this regard and hence do not call for
 any further clarification.
 
 Corporate Governance & Corporate Social Responsibility
 
 Corporate Governance philosophy of the Company lies in following strong
 Corporate Governance practices driven by its core values to enhance the
 interests of all its stakeholders. A report on Corporate Governance
 along with Certificate from Practicing Company Secretary confirming the
 compliance of conditions on Corporate Governance as stipulated in
 Clause 49 of the Listing Agreement forms a part of this Annual Report.
 
 With a view to strengthen the Corporate Governance framework, the
 Ministry of Corporate Affairs has incorporated certain provisions in
 the Companies Bill 2009. The Ministry of Corporate Affairs has also
 issued a set of Voluntary Guidelines on Corporate Governance and
 Corporate Social Responsibility in December 2009 for adoption by
 Companies.
 
 The Guidelines broadly outline conditions for appointment of director,
 guiding principles to remunerate directors, responsibilities of the
 Board, Risk Management, rotation of audit partners, audit firms and
 conduct of Secretarial audit and other Corporate Governance and
 Corporate Social Responsibility related disclosures. Your Company has
 by and large complied with various requirements and is in the process
 of initiating appropriate action for other applicable requirements.
 
 Corporate Governance is also related to innovation and strategy as the
 organization''s ideas of innovation and strategies are driven to enhance
 stakeholder satisfaction.
 
 Postal Ballot
 
 The details of Postal Ballot Process conducted by the company during
 the year under review are set out in the report on Corporate
 Governance, annexed to this report.
 
 Particulars of Employees
 
 The information required under Section 217(2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules, 1975 and
 Companies (Particulars of Employees) Amendment Rules, 2011 the names
 and other
 
 Particulars of employees of the Company, is provided in the Annexure
 forming part of this Report. The annexure is available for inspection
 by members at the registered office of the company during business
 hours on working days upto the date of ensuing AGM. Any member
 interested in obtaining such particulars may write to the Company
 Secretary at the Registered Office of the Company.
 
 Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo
 
 Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the
 Companies (Disclosures of particulars in the report of the Board of
 Directors) Rules, 1988, the following information is provided:
 
 A. Conservation of Energy
 
 Your Company is not an energy intensive unit; however possibilities are
 continuously explored to conserve energy and to reduce energy
 consumption at production & editing facilities, studios, workstations
 of the Company.
 
 B. Technology Absorption
 
 Your Company is conscious of implementation of latest technologies in
 key working areas. Technology is ever- changing and employees of your
 Company are made aware of the latest working techniques and
 technologies through workshops, group e-mails, discussion sessions for
 optimum utilization of available resources and to improve operational
 efficiency.
 
 C. Foreign Exchange Earnings and Outgo
 
 Disclosure of foreign exchange earnings and outgo as required under
 Rule 2(C) is given in Schedule No. 16 Notes on Accounts forming part
 of the Audited Annual Accounts.
 
 Foreign Exchange Earnings: NIL 
 
 Foreign Exchange Outgo: 4.74 crores
 
 Acknowledgment
 
 Your Directors take this opportunity to thank Customers, Shareholders,
 Joint Venture Partners, Suppliers, Bankers, other Business
 Partners/Associates, financial institutions and Central and State
 Governments for their consistent support and encouragement to the
 Company. I am sure you will join our Directors in conveying our sincere
 appreciation to all employees of the Company for their hard work and
 commitment. Their dedication and competence has ensured that the
 Company continues to be a significant and leading player in the cable
 TV distribution industry.
 
                           For and on behalf of the Board of Directors
 
                                                                  Sd/-
 
                                                              Chairman
 
 New Delhi
 
 September 01, 2011