The Directors are pleased to present their Report, together with the
 Audited Statement of Accounts for the financial year ended on 31st
 March, 2012.
 
 FINANCIAL RESULTS
 
 Your Company''s performance during the financial year ended on 31st
 March, 2012, is summarized below:
 
                                                    (Rs. in Lac)
 
 Particulars                           2011-12             2010-11
 
 Total Income                         61,730.54          52,586.06
 
 Earnings before interest, 
 tax, depreciation and 
 amortization                         11,445.82           9,707.18
 (EBITDA)
 
 Less: Depreciation and amortization 
 expense                               1,941.57           1,644.69
 
 Less: Finance costs                     330.01             445.88
 
 Profit before Tax                     9,174.24           7,616.61
 
 Less: Current Tax                     2,498.58           1,728.59
 
 Less: Deferred Tax charge               140.79             528.67
 
 Profit for the year                   6,534.87           5,359.35
 
 Add: Balance as per last 
 financial statements                  6,046.92           1,540.57
 
 Amount available for appropriation   12,581.79           6,899.92
 
 Appropriations -
 
 -  Proposed equity dividend             880.73             733.94
 
 -  Tax on proposed equity dividend      142.88             119.06
 
 -  Transfer to General Reserve          165.00               0.00
 
 Net surplus in the statement of 
 profit & loss                        11,393.18           6,046.92
 
 DIVIDEND
 
 Your Directors are pleased to recommend a dividend of Rs.1.20/- per
 Equity Share of Rs.10/- each i.e., 12% (previous year - Rs.1/- per Equity
 Share i.e. @ 10%) for the financial year ended on 31st March, 2012 and
 seek your approval for the same.
 
 The proposed dividend payment, including Corporate Dividend
 Distribution Tax would entail an outflow of Rs.1023.61 Lac (previous year
 Rs.853 Lac).
 
 COMPANY PERFORMANCE AND FUTURE OUTLOOK
 
 A detailed analysis and insight into the financial performance and
 operations of your Company for the year under review and future
 outlook, is appearing in the Management Discussion and Analysis, which
 forms part of the Annual Report.
 
 BORROWINGS AND DEBT SERVICING
 
 During the year under review, your Company has met all its obligations
 towards repayment of principal and interest on the loans availed.
 
 DEPOSITS
 
 Your Company has not accepted any Public Deposits during the year.
 
 DIRECTORS
 
 During the year under review, Shri Piyush G. Mankad and Shri Shamit
 Bhartia were inducted on the Board as Additional Directors w.e.f. 19th
 December, 2011.
 
 In terms of the applicable provisions of the Companies Act, 1956, Shri
 Piyush G. Mankad and Shri Shamit Bhartia hold ofce till the ensuing
 Annual General Meeting. As required under Section 257 of the Companies
 Act, 1956, the Company has received notice alongwith requisite deposit
 from a member proposing the candidature of both Shri Piyush G. Mankad
 and Shri Shamit Bhartia for appointment as Directors of the Company
 liable to retire by rotation.
 
 Further, Shri Ajay Relan, Shri Ashwani Windlass and Shri Shardul S.
 Shrof, Directors; retire from once by rotation at the ensuing Annual
 General Meeting and being eligible, have offered themselves for
 re-appointment. A brief resume, details of expertise and other
 directorships / committee memberships held by the above Directors, form
 part of the notice convening the Annual General Meeting.
 
 AUDITORS
 
 The Statutory Auditors of your Company, M/s. S.R. Batliboi and Co., are
 due to retire at the conclusion of the ensuing Annual General Meeting
 and being eligible, have offered themselves for re-appointment. In terms
 of the requirements under Section 224 (1B) of the Companies Act, 1956
 the retiring Auditors have given a certificate regarding their
 eligibility for re-appointment as Statutory Auditors of the Company.
 
 CORPORATE GOVERNANCE REPORT
 
 The Report on Corporate Governance in terms of Clause 49 of the Listing
 Agreement, forms part of the Annual Report. The certificate issued by a
 Company Secretary-in-Practice, in terms of the requirements of the
 Listing Agreement is annexed as Annexure - A.
 
 PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956
 
 Information pursuant to Section 217 (1)(e) of the Companies Act, 1956
 on Conservation of Energy, Technology Absorption and Foreign Exchange
 Earnings and Outgo, is annexed to this Report as Annexure - B.
 
 The particulars of employees pursuant to Section 217(2A) of the
 Companies Act, 1956 and the rules there under, are annexed to this
 Directors'' Report as Annexure - C. However, pursuant to the provisions
 of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report
 is being sent to all the shareholders of the Company without the above
 information. Any shareholder interested in obtaining such particulars
 may write to the Company Secretary at the Registered Once address of
 the Company.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act 1956, your Directors
 report that:
 
 i. in the preparation of the annual accounts for the financial year
 ended on 31st March, 2012, the applicable Accounting Standards have
 been followed along with proper explanation relating to material
 departures;
 
 ii. such accounting policies have been selected and applied
 consistently and judgments and estimates have been made that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company as on 31st March, 2012; and of the profit of
 the Company for the year ended on 31st March, 2012;
 
 iii. proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities; and
 
 iv.  the Annual Accounts have been prepared on a going concern basis.
 
 ACKNOWLEDGEMENT
 
 Your Directors place on record their sincere appreciation for the
 co-operation extended by all stakeholders including Ministry of
 Information & Broadcasting and other government authorities,
 shareholders, investors, readers, customers, banks, vendors and
 suppliers. Your Directors also place on record their deep appreciation
 of the committed services of the executives and employees of the
 Company.
 
                                      For and on behalf of the Board
 
 Place:  New Delhi                                 (Shobhana Bhartia)
 
 Date :  18th May, 2012                                  Chairperson